GVS S p A : Report on Remuneration Policy and Compensation Paid 2024

REPORT ON REMUNERATION POLICY AND COMPENSATION PAID 2024

Prepared in accordance with Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 and 84-quater of the Issuers' Regulation

Approved by the Board of Directors on 26 March 2024

Issuer: GVS S.p.A.

Website:www.gvs.com

Financial Year to which Report refers: 2023/2024

Date of approval of Report: 26 March 2024

INTRODUCTION

The Board of Directors of GVS SpA (the "Board" or the "BoD"), during its meeting on 26 March 2024, on the proposal of the Appointments and Compensation Committee1 (the "Committee"), which met on 18 March 2024, examined and approved this Report on the Remuneration Policy and Compensation paid by the Company for the year to 31 December 2023 in compliance with the combined provisions of Articles 123-ter of the Consolidated Law on Finance ("CFA")2 and 84-quater of the Issuers' Regulation and Scheme 7-bis of Annex 3A to the Issuers' Regulation in force on the date of the Report.

This report will be submitted to a vote at the Ordinary Shareholders' Meeting (the "Shareholders' Meeting" or, simply, the "Meeting") of GVS SpA (the "Company" or "GVS") convened on 7 May 2024.

In order to allow GVS Shareholders to acquire adequate information on the contents of the Report and to express their vote in a sufficiently informed manner, the Report is filed at the registered office of GVS and published on the Company's website (www.gvs.com), in compliance with the terms of Article 123-ter, paragraph 1, CFA, as well as at the centralized storage mechanism "eMarket STORAGE", by the twenty-first day prior to the date of the Shareholders' Meeting.

1. Appointments and Compensation Committee set up within the Board of Directors of GVS in accordance with Principle XI of the Corporate Governance Code and integrating the functions outlined by Recommendations no. 19 and no. 25 of said Code.
2. Consolidated Finance Act (Testo Unico della Finanza, or TUF) Legislative Decree no. 58 of 24 February 1998.

Letter from the Chair of the Appointments and Compensation Committee to Shareholders

Dear Shareholders,

It is with great pleasure that we submit for your attention the document on the Remuneration Policy and Compensation Paid of GVS SpA (the "Report"), which will be submitted for approval to the Shareholders' Meeting of 7 May 2024.

The document was prepared with the aim of clearly illustrating to all stakeholders the

elements that make up the remuneration policy for year 2024 and the remuneration paid to Key Managers (KMs)3 for year 2023.

FY 2023 was characterised by high uncertainties, due to the worsening of the international geopolitical and macroeconomic situation, which saw, on the one hand, in addition to the ongoing Russian-Ukrainian conflict, the opening of a new war front in the Middle East and, on the other, a sudden increase in interest rates by the main central banks to counter the inflationary spiral, which generated a sharp slowdown in the growth expectations of the main European economies.

In the face of the unfavourable international context, the GVS Group continued its growth process, through the full integration of the companies acquired during 2022, the implementation of strategic actions aimed at recovering operating margins and the constant reduction of financial debt.

These results were achieved in spite of the impact in its reference sectors, particularly Healthcare & Life Sciences and Energy & Mobility, of its customers' de-stocking policies, a phenomenon that affected several manufacturing sectors and negatively impacted the Group's expected sales volumes for the financial year.

Within this challenging competitive context, GVS has focused on the one hand, on the continuous improvement of its remuneration policies, aimed at attracting, retaining and motivating the best professionals with the necessary skills to achieve the Group's strategic objectives, and, on the other hand, at ensuring a greater sharing of these with its Shareholder base, through a targeted and constant dialogue with its investors.

As far as dialogue with the Shareholder base is concerned, in addition to the extensive engagement activities with institutional investors, which saw the direct involvement of top management in more than 150 physical and virtual meetings during the course of the year, much attention was paid to the results of voting on resolutions on remuneration issues, through the activation of a proactive dialogue with dissenting Shareholders, in order to discuss the reasons for their dissenting vote and to incorporate, where possible, corrective elements to the policy in place.

In addition, with the support of an independent advisor, an assessment of the Remuneration Policy was carried out with a view to better aligning it with market best practices, also with the aim of improving the way it is communicated to the market in terms of both content and representation, and to ensure its compliance with current regulations, the recommendations of the Proxy Advisors and Investors, and alignment with market best practices.

Generally speaking, the 2024 Remuneration Policy, described in Section I of the Report, is defined in substantial continuity with the previous year and therefore maintains incentive objectives closely linked to economic results, financial solidity, value creation for Shareholders and sustainability, both in the short and long term. The policy remains founded on the principles of alignment of interests between management and stakeholders, meritocracy, attraction and retention of the best professional profiles, and nurtured by constant monitoring of market best practices with a continuous improvement approach through the refinement of

3 Individuals who have the power and responsibility - directly or indirectly - for planning, directing and controlling the Company's activities, including the Directors (Executive or otherwise) of the Company, as defined in Annex 1 of the Consob Regulation on related party transactions.

methodologies and tools that are always up-to-date to strengthen support for the achievement of strategic business objectives as well as to support a fair and objective appreciation of merit.

The main new aspects concern:

• as part of the Short-Term Incentive Plan (STI), the provision of a new ESG target, focused on Health and Safety issues, in line with the Company's sustainability strategy;
• a reshaping of the weighting of the STI Plan objectives for Key Managers (KMs) with a commercial role, to favour and direct work towards a greater focus on turnover growth;
• a general overhaul in terms of content structure and related disclosure, consistent with market best practice in disclosure, also with a view to facilitating the retrieval of key information by professional users. In particular, the disclosure has been significantly expanded and new paragraphs have been introduced to the report with regard to:
• • link between corporate strategy and Remuneration Policy, including with regard to corporate sustainability issues, with a view to creating sustainable value for Shareholders;
  • 2023 business results, also in order to better disclose the pay-for-performance link;
  • investor dialogue policies conducted during the year and how this was taken into account in the 2024 Remuneration Policy;
  • pay mix values under the assumption of performance objectives achieved at minimum, threshold, target and maximum levels,
  • greater clarity with regard to contractual provisions in the event of the Chief Executive Officer's departure, which do not provide for exceptions or specific additional agreements with respect to what was resolved by the Shareholders' Meeting as End-of-Mandate Payment.

I believe that the information provided in this Report will make it possible to better assess the appropriateness of the targets assigned to management and to verify the consistency between the achievement of results and the awards granted. The Appointments and Compensation Committee, also availing itself of the support of qualified external advisors with expertise in executive compensation, has in recent years developed incentive systems with a clear link to company performance.

I am confident that the Remuneration Report will clearly and comprehensively provide you with all the elements you need for best understanding, and I thank you also on behalf of the other members of the Committee for the favourable appreciation you will give to the 2024 Remuneration Policy.

Regards,

Simona Scarpaleggia

Chair of the Appointments and Compensation

Committee

1. The Key Managers of GVS, at the date of approval of this Report, are as follows: Chief Financial Officer; Chief Operating Officer; Chief Marketing Officer; Vice President Science & Development; Human Resources & Organization Director, Legal Counsellor, Vice President HC&LS Division, Vice President H&S Division; VP Energy & Mobility Division.
2. Using the value of the shares on the grant date.
3. Total Remuneration sum of fixed remuneration and variable components at target.

Summary of 2023 results

The following graphs summarise the main indicators of the Company's performance during 2023 as better commented in Section 2 of this report.

In short, the Company closes 2023 with significant sales and profitability growth and strong cash generation.

Consolidated revenues of 424.7 million euro, +9.6% compared to 2022.

Normalised EBITDA of 95.1 million euro, up 20.3% year-on-year, supported by actions to recover profitability.

Significant increase in profitability, with the normalised EBITDA margin standing at 22.4% during the financial year compared to 20.4% in 2022.

Adjusted net financial debt of 252.1 million euro, an improvement of approximately 48 million euro compared to December 2022, thanks to the contribution of operations and the significant reduction in working capital.

Adjusted leverage ratio of 2.65x, a clear improvement over the 3.5x in December 2022.

Pay Mix

The following graphs represent the theoretical pay mix with reference to the level of achievement of the performance objectives at minimum, threshold, target and maximum.

In particular, the average weight of the following components is highlighted: fixed remuneration10, 2024 STI Plan and 2023-2025 LTI Plan11.

1. The fixed remuneration includes the Gross Annual Remuneration of the KMs, the components of the EMP currently amounting to Euro 124,000 per year for the CEO and the Director remuneration of Euro 20,000 per year.
2. With reference to the target and maximum values for the 2023-2025 LTI plan, the value of the shares on the grant date was used.

Pay mix CEO

Pay mix Key Managers

Engagement activities and results of the Shareholders' meeting vote

GVS considers essential to nurture and maintain an open and continuous dialogue with its Shareholder base.

During 2023, GVS undertook several initiatives aimed at improving engagement with its investors. Specifically, significant emphasis was placed on strengthening the dialogue with institutional investors, who represent the vast majority of the group's Shareholder base, through targeted marketing activities developed along the following lines:

• Improving the quality of financial information and analysis shared with the market when publishing the Group's periodic results, through the introduction of a new presentation layout and sharing of greater detail on financial performance. In addition, starting with the presentation of the 2023 interim results, top management conference calls to illustrate periodic results take place in a live video-conference format to maximise interaction with participants.
• Strengthening dialogue with institutional investors, through participation in investment conferences and the organisation of dedicated road-shows in key international financial centres.

With regard to this activity, in 2023, a team consisting of the CEO, CFO and the Group Investor Relations and M&A Director met 120 institutional investors in 173 meetings, of which 113 in one-on-one meeting and 60 in group meetings. Within these meetings, in order to maximise communication effectiveness and promote greater interaction, preference was given to in-person meetings (155), as opposed to 18 video conferences.

These meetings took place both during dedicated road-shows in the various international financial centres and within investor conferences organised by leading investment banks, as well as in site visits to the GVS Group's production plants.

In terms of geographical distribution, the origin of the investors met fully reflects GVS Group's objective of maximising coverage of the main international financial markets and intercepting capital from different geographical areas, as shown in the graph opposite.

In addition to the dialogue in response to any questions that arose in the context of the various meetings, a great deal of attention was paid to the results of the voting at the GVS Shareholders' Meeting held on 3 May 2023 on remuneration topics.

In particular, in November 2023, the Company promoted and proactively activated a specific activity of direct dialogue with the top 10 dissenting institutional investors, based on the percentage of capital represented, with the aim of:

• understanding the underlying reasons for voting against in the Shareholders' meeting and elaborate on the comments on the 2023 Policy
• gathering insights on how to improve the report in alignment with market best practices and thus be able to assess, where possible, the corrective actions required by such Shareholders

This feedback and these activities carried out during the year, as well as the results of votes cast by Shareholders, are elements that are strongly taken into account in the definition of 2024 Remuneration Policy.

The results of the voting over the last two years on the Remuneration Report (Section I) are shown below.

It should be noted that, even analysing the voting result net of the impact of the vote cast by the majority Shareholder on the overall results, there is no particularly significant impact, maintaining a favourable voting

• of over 84% and thus in line with the most appreciated Reports used in market benchmarks as a virtuous reference.