Piovan S p A : Information Document 2023 - 2025 Long Term Incentive Plan

2023 - 2025 LONG TERM INCENTIVE PLAN

INFORMATION DOCUMENT

(prepared pursuant to art. 114-bis of Legislative Decree no. 58 of February 24, 1998 ("CFA") and to art. 84-bis of the regulations adopted by Consob with resolution no. 11971 of May 14, 1999 and subsequent amendments and supplements ("Issuers' Regulation")

CONCERNING THE

2023 - 2025 LONG TERM INCENTIVE PLAN of PIOVAN GROUP approved by the Board of Directors of the Company

on March 21, 2023

Index

INTRODUCTION ............................................................................................................................ 8 BENEFICIARIES ............................................................................................................................ 17

• 1.1 Names of the beneficiaries who are members of the Board of Directors or Management Board of the issuer of financial instruments, the issuer's parent companies and the companies directly or indirectly controlled by the issuer ...... 17

• 1.2 Categories of employees or collaborators of the issuer of financial instruments and the parent or subsidiary companies of that issuer ......................................... 18

• 1.3 Names of the individuals benefiting from the Plan who belong to the groups indicated in point 1.3, letters a), b) and c) of Annex 3A, Schedule 7 of the Issuers' Regulation .............................................................................................................. 18

• 1.4 Description and numerical indication of the beneficiaries, separated for the categories indicated in 1.4 (a), (b) and (c) of Annex 3A, Schedule 7 of the Issuers' Regulation .............................................................................................................. 19

• 2 REASONS UNDERLYING THE ADOPTION OF THE PLAN ............................................ 19

• 2.1 Objectives that are intended to be achieved through the allocation of the Plan..19

• 2.2 Key variables, including in the form of performance indicators, considered for the purpose of Plan attributions .................................................................................. 20

• 2.3 Elements underlying the determination of the amount of compensation based on financial instruments, i.e., the criteria for its determination ................................. 27

• 2.4 Reasons for any decision to award compensation plans based on financial instruments not issued by the issuer, such as financial instruments issued by subsidiaries or parent companies or companies outside the group to which the issuer belongs; if the aforementioned instruments are not traded on regulated markets information on the criteria used to determine the value attributable to them ....................................................................................................................... 27

• 2.5 Assessments regarding significant tax and accounting implications that affected the design of the Plan ............................................................................................ 28

• 2.6 Support, if any, for the Plan by the special fund to incentivize the participation of workers enterprises ("Fondo speciale per l'incentivazione della partecipazione dei

  lavoratori nelle imprese"), referred to in Article 4, paragraph 112, of Italian Law No. 350 of December 24th, 2003 ............................................................................ 28

• 3 APPROVAL PROCESS AND TIMING OF INSTRUMENT ALLOCATION ........................ 28

• 3.1 Scope of powers and functions delegated by the Shareholder's Meeting to the

  Board of Directors in order to implement the Plan ............................................... 28

• 3.2 Parties in charge of managing the Plan and their functions and competences ..... 28

• 3.3 Any existing procedures for revising the Plan including in relation to any changes in the baseline objectives ....................................................................................... 29

• 3.4 Description of the methods by which to determine the availability and allocation of the financial instruments on which the Plan is based ....................................... 31

• 3.5 Role played by each director in determining the characteristics of the plans; possible occurrence of conflict of interest situations on the part of the directors concerned .............................................................................................................. 31

• 3.6 For the purposes of the requirements of Article 84-bis, paragraph 1, the date of the decision taken by the body responsible for proposing the approval of the Plan to the Shareholders' Meeting and the proposal of the Nomination and Remuneration Committee ..................................................................................... 31

• 3.7 For the purposes of the requirements of Article 84-bis, paragraph 5(a), the date of the decision made by the competent body regarding the allocation of instruments and the proposal to the aforesaid body, if any, made by the Nomination and

  Remuneration Committee ..................................................................................... 32

• 3.8 Market price, recorded on the aforementioned dates, for the financial instruments on which the Plan is based, if traded on regulated markets ............. 32

• 3.9 In the In the case of plans based on financial instruments traded on regulated markets, under what terms and in what manner does the issuer take into account, when identifying the timing of the allocation of the instruments in implementation of the plan, the possible time coincidence between: (i) said

allocation or any decisions taken in this regard by the remuneration committee; and (ii) the disclosure of any relevant information pursuant to art. 17 of Regulation (EU) No. 596/2014; for example, in the event that such information is:

• (a) not already published and capable of positively influencing market prices, or

• (b) already published and capable of negatively influencing market prices .......... 33

• 4 CHARACTERISTICS OF THE ATTRIBUTED INSTRUMENTS .......................................... 33

• 4.1 Description of the forms in which compensation plans based on financial instruments are structured; e.g., indicate whether the plan is based on award of: financial instruments (so-called restricted stock award); of the increase in value of such instruments (so-called phantom stock); of option rights that allow subsequent purchase of the financial instruments (so-called option grant) with settlement by physical delivery (so-called stock options) or by cash on the basis of a differential (so-called stock appreciation right) .................................................. 33

• 4.2 Indication of the period of actual implementation of the Plan with reference also to any different cycle envisaged ............................................................................ 34

• 4.3 Termination of the Plan ......................................................................................... 34

• 4.4 Maximum number of financial instruments, including in the form of options, granted in each fiscal year in relation to named individuals or the indicated categories ............................................................................................................... 34

• 4.5 Modalities and clauses for the implementation of the Plan, specifying whether the actual allocation of the instruments is subject to the occurrence of conditions or the achievement of certain results, including performance results; description of these conditions and results .............................................................................. 34

• 4.6 Indication of any availability constraints on the options or on the financial instruments resulting from the exercise of the options, with particular reference to the terms within which subsequent transfer to the same company or to third parties is permitted or prohibite ............................................................................ 35

• 4.7 Description of any termination conditions in relation to the grant of the Plan in the event that recipients carry out hedging transactions that enable them to neutralize any prohibitions on the sale of the financial instruments granted also in