SOL S p A : Report on the Remuneration Policy and Amounts Paid

SOL S.p.A.

Report on the Remuneration Policy

and Amounts Paid

Approved by the Board of Directors

on 27/03/2024

Introduction

This Report on Remuneration Policy and Amounts Paid ("Report") was drawn up and approved, following the favourable opinion of the Remuneration Committee, by the Board of Directors of SOL S.p.A. ("SOL" or the "Company") on 27 March 2024 in compliance with Article 123-ter of Legislative Decree No. 24 February 1998 No. 58 ("TUF"), as amended by Art. 3 of Legislative Decree 10 May 2019, No. 49, implementing Directive (EU) 2017/828 of 17 May 2017 (which, in turn, amends Directive (EU) 2007/36 with regard to encouraging long- term shareholder engagement). This Report also takes into account the amendments that, in implementation of the delegated power contained in Article 123-ter, paragraphs 7 and 8, the Italian Authority for the supervision of financial markets CONSOB made to Article 84-quater of its Regulation No. 11971/1999 (as amended) (the "Issuers' Regulation") on transparency of remuneration and the related disclosure schedule (Schedule No. 7-bis of Annex 3A).

The Report describes the remuneration and incentive policies that the Company has adopted in order to ensure an adequate level of transparency on relevant aspects of corporate governance and market disclosure.

This Report is divided into two distinct sections.

The first section of the Report (the "Remuneration Policy" or the "Policy") illustrates, with reference to the financial year ending 31 December 2024, the remuneration policy for the members of the Board of Directors and the General Manager, who is the only Key Executive identified by the Company, as well as the members of the Board of Statutory Auditors of the Company (without prejudice to the provisions of Article 2402 of the Italian Civil Code), indicating the general principles and the purposes pursued, the bodies involved and the procedures used for its adoption and implementation.

The second section of the Report (the "Report on Amounts Paid") illustrates analytically the remuneration actually paid or otherwise attributed during the financial year ended 31 December 2023 to the above- mentioned persons by the Company and by companies (directly or indirectly) controlled by or affiliated with SOL (the "Subsidiaries and Affiliates"). The Report on Amounts Paid provides an adequate representation of each of the items that make up the remuneration of the persons concerned, including the amounts provided for in the event of termination of a post or termination of employment, highlights their consistency with the remuneration policy for the financial year 2023 and illustrates how the Company has taken into account the vote cast in 2023 on the second section of the Report.

This Report also contains information on the shareholdings held in the Company and its subsidiaries by the members of the management and oversight bodies and by the General Manager (as well as their spouses who are not legally separated and minor children, directly or through subsidiaries, trust companies or intermediaries), which are provided in accordance with Schedule7-ter of Annex 3A of the Issuers' Regulations.

This Report is made available to the public at the Company's registered office, at the authorised storage facility (www.emarketstorage.com) and on the Company's website at www.solworld.com in the "Investor Relations" Section of "Corporate Governance", where it will remain for the next ten years.

This Report is submitted to the Shareholders' Meeting pursuant to and for the purposes of Articles 123-ter TUF and 84-quater of the Issuers' Regulation. In particular:

• the Remuneration Policy contained in the first section of this Report is submitted to the binding voteof the Ordinary Shareholders' Meeting of the Company in accordance with Article 123-ter, paragraph 3-ter, T.U.F;

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• the Report on Amounts Paid in the second section of this Report is submitted to the non-bindingvoteof the Ordinary Shareholders' Meeting of the Company in accordance with Article 123-ter, paragraph 6, T.U.F.

This Report is prepared (i) in compliance with Article 84-quater of the Issuers' Regulations, (ii) in accordance with the provisions of Annex 3A, Schedule7-bis of the Issuers' Regulations, (iii) taking into consideration the principles and recommendations on remuneration contained in the Code of Conduct adopted by the Corporate Governance Committee in January 2020, to which the Company adheres as of the financial year beginning 1.1.2021, (the "Code of Conduct"), as well as the comments set out in the letter from the Chairman of the Corporate Governance Committee to listed companies dated 14 December 2023 regarding the monitoring of the degree of application of the Code of Conduct in 2023 and the recommendations for 2024.

This Report is also approved pursuant to and for the purposes of the Consob Regulation on Related Party Transactions No. 17221 of 12 March 2010 (using the text in force at the time) (the "Consob RPT Regulation"), as well as the related procedures that the Company has in place with reference to such transactions, most recently approved by resolution of the Board of Directors on 16.6.2021 (the "RPT Procedures").

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SECTION I

1. PURPOSE AND PRINCIPLES OF THE REMUNERATION POLICY

SOL's Remuneration Policy, drawn up by the Board of Directors with a transparent procedure, is established on an annual basis consistent with the governance model adopted by the Company. The Remuneration Policy contributes to the corporate strategy, the pursuit of long-term interests and the sustainable success of the Company and its subsidiaries and affiliated companies (the "Group" or "SOL Group").

In particular, the Remuneration Policy:

• is aimed at giving adequate recognition to the individual contributions by the members of the Board of Directors (the "Directors") and the Company's managers to the development and growth of the Company and the Group, promoting the creation of sustainable value in the medium-long term, also through a variable component of remuneration for the executive directors (as identified in § 8.3 below, the "Executive Directors") and for the General Manager, which is linked to the achievement of financial and non-financial performance objectives;
• is an essential dynamic for aligning the interests of shareholders and stakeholders with the interests of management;
• takes into account the need to have available, retain and motivate people with the skills, experience and professionalism required by their role in the Company and the Group;
• is determined by taking into account the remuneration and working conditions of the employees of the Company and the Group. In particular, the SOL Group: (i) applies and respects, where they exist, the applicable collective bargaining agreements of the category to which it is a member of; (ii) pays, in all the countries in which it operates, salaries equal to or higher than the minimums established by law or by collective bargaining and (iii) guarantees all workers full personal and trade union rights in compliance with International Labour Organisation (ILO) standards on working conditions and fundamental workers' rights (such as, among others, freedom of association, right to organise, collective bargaining, abolition of forced labour, equal opportunities and treatment). It should also be noted that the SOL Group has never adopted any discriminatory employee policy, having ingrained in its DNA and values gender fairness and equality, as evidenced, inter alia, by the composition of the Board of Directors and the existing board committees, as well as by the high and growing proportion of female staff in the Group (rising from 39% in 2021 to 40% in 2022 and, subsequently, to 41% in 2023) and the training projects on female empowerment that have long been underway.

The SOL Group, with the adoption of this Policy, its concrete focus on strategic managerial figures, the strong link between the development objectives shared by the Board of Directors, the short-term variable incentive plans for the General Manager and the medium-long term plans for the Executive Directors, intends to avail itself of a significant tool capable of aligning the interests of its human resources with the pursuit of the corporate strategy and the sustainable success of the Company and the Group, as well as the achievement of pre-established financial and non-financial objectives.

The Remuneration Policy illustrates a system based on principles of fairness, quality, belonging and rewarding merit. In defining this policy, the SOL Group is inspired by the following principles, also in implementation of the provisions of the Code of Conduct:

• the remuneration of non-executive directors provides for a fixed annual remuneration established by the Shareholders' Meeting, which, pursuant to Article 2389, last paragraph, of the Italian Civil Code

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and Article 16 of the Company's Articles of Association (the "Articles of Association"), may also determine a total gross remuneration including both the remuneration due to the Directors as such and the remuneration of the Directors with special powers, in which case the allocation and payment methods of the total amount established by the Shareholders' Meeting will be subsequently determined by the Board of Directors, after hearing the opinion of the Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors. The remuneration of non-executive Directors is appropriate to the skills, professionalism and commitment required of them by the tasks assigned within the Board of Directors and also takes into account the size and characteristics of the Company and the Group. There is no variable remuneration for non-executive directors. On the other hand, additional remuneration is envisaged for participation in the Related Party Transactions Committee, the Remuneration Committee and the Control, Risk and Sustainability Committee established as of 1.1.2024 (see § 8.2 below);

• for Executive Directors, remuneration consists of: (a) a fixed component commensurate with the delegated powers and responsibilities assigned, and (b) a medium-long term variable component defined within maximum limits and linked to the achievement, at the end of a three-year period, of certain corporate objectives of a financial and non-financial nature consistent with the development lines and strategic objectives defined by the Board of Directors (see §§ 8.3 and 8.6 below);
• on the whole, the remuneration of Executive Directors also takes into account the positions they hold in other companies belonging to the Group and the related remuneration received that are deemed to be in line with the Remuneration Policy to the extent indicated below (see § 8.3 below);
• In relation to the additional Key Executives, it should be noted that as of 1.3.2022 the Company has only one General Manager (Mr Andrea Monti), who, as of the date of Board approval of this Report, is the only Key Executive (other than the Directors). The General Manager's remuneration is incentive- based and consists of: (a) a fixed component in line with the market, (b) a short-term variable component (MBO) subject to an upper limit with entry thresholds for individual indicators and pegged to economic and sustainability parameters. (see more extensively §§ 8.4-8.5);
• the members of the Board of Statutory Auditors are assigned a fixed fee established by the Shareholders' Meeting at the time of their appointment, which is appropriate for the skills, professionalism and commitment required by the importance of the role covered and the size and characteristics of the Company (see § 8.9 below);
• the total remuneration, for each type of position held, is consistent with comparable positions in listed companies with capitalisation and turnover similar to that of the SOL Group and operating in the industrial sector. In particular, the benchmark refers to data taken from the most up-to-date survey carried out by Spencer &Stuart, "Board Index 2023 Italy", which does not contain the data of individual peers, but the averages of the sample consisting of the top 100 listed companies. The average total remuneration of executive chairmen is € 1.590 million with the variable part accounting for 43% on average; in the industrial sector this figure rises to € 1.667 million. The sample exceeds EUR 1 million in 26% of cases. The average total emolument of the executive directors (fixed plus variable) is € 906,000, while the average emolument of the non-executive directors is € 87,000, plus remuneration for any participation in committees. The average total remuneration of the CEO is € 2.452 million, of which € 938,000 is fixed and the rest variable. The median is somewhat lower at € 1.367 million (+16% year-on-year). Then, 61% of the CEOs in the sample receive total remuneration of more than € 1 million and 56% are in the range between EUR 1 and 2 million. If only the industrial sector is analysed, the average is even higher. Another reference used for the benchmark is the Assonime survey taken from Sec. II of the Reports published by listed companies for 2023. This analysis also shows averages by size and sector. The average remuneration for the CEO of a MID-CAP with concentrated ownership such as SOL is € 1.5 million. As far as non-executive directors are concerned, the average in MID-CAPs is € 64,000 plus remuneration for participation in committees. For auditors, the average in MID-CAPs is € 49,000. In any case, comparing both the average remuneration reported by Spencer &Stuart's Board Index 2023 and the Assonime survey with the historical trend of SOL directors' remuneration, it is confirmed that, on the whole, SOL's remuneration policy remains well below the benchmark described

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above, always having fairness and moderation as its foundations. More in line with the market, albeit at its lower end, is the salary of the General Manager.

• Indeed, the Remuneration Policy is defined in a harmonious and consistent manner with the desire to maintain overall fairness with the remuneration paid to all employees, naturally taking into account the different tasks, skills and responsibilities, but avoiding unjustified imbalance and with the intention of always guaranteeing, as a priority, optimal working conditions in all the countries in which the Group operates;
• the objectives to which the payment of variable remuneration is linked are established by means of predetermined, measurable, clear, exhaustive criteria, defined in such a way as to ensure, by means of diversified financial and non-financial parameters, the remuneration of performance based on the results achieved in the short term (for the General Manager) and in the medium to long term (for Executive Directors);
• subject to the favourable opinion of the Remuneration Committee, the possibility of an adjustment to the General Manager's fixed remuneration is provided for, so as to take into account the expansion of his responsibilities as a result of the expansion of the Group's geographic and business scope, inflationary dynamics and competitiveness in reference markets. Moreover, extraordinary and one-off monetary bonuses may be paid to the General Manager in the event that, thanks to his personal contribution, he achieves specific results linked to the completion of acquisitions or extraordinary transactions; all this (possible increase in fixed remuneration plus any extraordinary bonus) up to a maximum limit of 20% of the fixed remuneration (including any extraordinary bonus) received by the General Manager in 2023, in addition to the annual variable remuneration (MBO) due to him in 2024 with reference to the results achieved in 2023 (as described in § 8.5 below);
• benefits are recognised in line with market practices in order to complete the remuneration package by giving preference to insurance and health care (see § 8.7 below).

2. SCOPE AND DURATION

The Remuneration Policy establishes for the financial year 2024 the principles and guidelines to which the Company adheres with regard to the remuneration of Directors, Statutory Auditors and the General Manager, the latter being the only Executive with Strategic Responsibilities in addition to the Directors (see in this regard § 8.4 below).

This Policy has an annual duration and refers to the financial year ending 31.12.2024. This is to ensure continuous dialogue with shareholders and to facilitate their involvement in the definition of the guidelines governing the SOL Group's remuneration policies, while maintaining the necessary flexibility to respond promptly to the changing needs (present and future) raised by the SOL Group's operations and marked dynamism.

3. CHANGES COMPARED TO THE PREVIOUS YEAR

The Remuneration Policy approved today by the Board of Directors, is in continuity with the one submitted to the binding vote of the Shareholders' Meeting held on 10 May 2023, which approved Sect. I of the Remuneration Policy for the financial year 2023 by a large majority vote of 85.98% of the meeting participants entitled to vote. No reasons for votes against or abstentions were given at the Shareholders' Meeting.

In particular, the Policy developed for 2024 provides for:

1. the maintenance of the same performance parameters underlying the annual MBO reserved for the General Manager, which provides for financial and non-financial performance targets that also include

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ESG (Environmental, Social, Governance) parameters. However, compared to the previous year, these ESG parameters were given greater weight in the composition of the MBO by expanding their number to include an indicator aimed at improving the percentage of female personnel in the Group in the category of managers and senior managers. On the other hand, the possible increase in the General Manager's fixed remuneration (including any extraordinary bonuses, as described in section 8.5 below) was limited to a maximum of 20%

1. The definition of a new three-year monetary LTI (Long Term Incentive) valid for the years 2024 to 2026, for Executive Directors and recognising a variable remuneration at the end of the three-year period 2024-2026 linked to the achievement of certain medium/long-term financial and non-financial performance targets. Here, too, an additional ESG parameter linked to gender objectives is included, and the weights of the individual parameters are adjusted to the benefit of the ESG ones. Moreover, the upper limit under the LTI programme on the amount of fixed remuneration paid over the three- year period by SOL to individual Executive Directors was increased from 20 to 30%;
2. The remuneration for the members of the board committees was adjusted upwards to take into account the increasing complexity of the Group and the responsibilities of the various committees.
3. the maintenance of claw-back clauses with regard to the variable component reserved for the General Manager, as well as the maintenance of a similar claw-back clause and a retroactive correction (malus) clause for the LTI component pertaining to Executive Directors; and
4. an indication of the aspects of the 2024 Policy regarding which, under the exceptional circumstances provided for in the applicable framework, exceptions to the Policy may be made, along with a description of the procedural conditions under which the exceptions to the Policy may be implemented.

Except for the adjustments and updates illustrated in this Report, there are no significant changes to the 2023 remuneration policy approved by the Shareholders' Meeting.

4. BODIES AND ACTORS INVOLVED

The Remuneration Policy was approved by the Company's Board of Directors on 27 March 2024, following the favourable opinion of the Remuneration Committee, consisting exclusively of non-executive and independent Directors (opinion rendered on 21.3.2024). As will be explained below, the Board of Directors did not decide to make use of external experts in the definition of the Company's remuneration policy, nor were the remuneration policies of other companies used as a specific reference.

Consistently with the laws and articles of association in force, taking into account the recommendations of the Corporate Governance Code, the Company bodies and persons involved in the definition, adoption and implementation of the Remuneration Policy are, with the roles specified below: the Shareholders' Meeting, the Board of Directors, the Remuneration Committee, the Managing Directors (as identified in § 8.1 below) and the Board of Statutory Auditors.

(i) Shareholders Meeting

In matters of remuneration, the Shareholders' Meeting:

• decides, pursuant to Article 2389 of the Italian Civil Code and Article 16 of the Articles of Association:

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• 1. the remuneration of the members of the Board of Directors in the form of fixed and/or variable remuneration (including any participation in profits and/or the allocation of the right to subscribe to shares of the Company to be issued in the future at a predetermined price); or
  2. the annual global remuneration due to the Board of Directors as a whole (including the Directors with special powers), with the power of the Board of Directors to allocate it within the Board, subject to the opinion of the Remuneration Committee and after hearing the opinion of the Board of Statutory Auditors;
• decides the remuneration due to each member of the Board of Statutory Auditors;
• casts a binding vote on the Remuneration Policy contained in the first section of this Report in accordance with the provisions of Article 123-ter, paragraph 3-ter, T.U.F. with the frequency required by the duration of the Policy and, in any case, at least every three years, or when the Policy is amended;
• casts a non-binding vote on the Report on Amounts Paid in the second section of this Report in accordance with Article 123-ter, paragraph 6, T.U.F;
• decides, if proposed by the Board of Directors, on any remuneration plans based on shares or other financial instruments of the Company for Directors or employees of the Company, the parent company and subsidiary companies, including Key Executives pursuant to Article 114-bis T.U.F.

(Ii) Board of Directors

The Board of Directors:

• after examining the proposals of the Remuneration Committee and hearing the opinion of the Board of Statutory Auditors, pursuant to Article 2389, third paragraph, of the Italian Civil Code and Article 16 of the Articles of Association, determines the remuneration of the Directors with special powers (including the Executive Directors), in the absence of the persons concerned. in the event that the Shareholders' Meeting determines the overall amount for the remuneration of all Directors, including those with special powers, the Board of Directors, after receiving the opinion of the Remuneration Committee and of the Board of Statutory Auditors, allocates such overall remuneration among the members of the Board of Directors in relation to the powers and/or tasks assigned to each of them within the limits set by the Shareholders' Meeting;
• upon the proposal of the Remuneration Committee, prepares and implements any short- and/or medium/long-term incentive plan, without prejudice to the powers of the Shareholders' Meeting;
• defines the remuneration policy upon proposal of the Remuneration Committee;
• approves the Remuneration Report to be submitted to the Shareholders' Meeting pursuant to Article123-ter T.U.F.;
• where deemed appropriate, and without prejudice to the powers of the Shareholders' Meeting, prepares short and/or medium-long term monetary incentive plans and oversees their implementation and monitoring with the assistance of the Remuneration Committee;
• establishes an internal Remuneration Committee, composed exclusively of non-executive Directors, the majority of whom are independent, at least one of whom has adequate knowledge and experience in financial matters or remuneration policies, and whose Chairman is an independent Director;
• prepares, without prejudice to the powers of the Shareholders' Meeting, and with the assistance of the Remuneration Committee, any remuneration plans based on shares or other financial instruments of the Company for Directors or employees of the Company (of the parent company and subsidiaries), including Executives with Strategic Responsibilities, and submits them to the Shareholders' Meeting for approval pursuant to Article 114-bis T.U.F.;
• defines, upon the proposal of the Remuneration Committee, the objectives and approves the corporate results and performance plans to which any variable remuneration of Executive Directors is linked; and
• approves, still upon the proposal of the Remuneration Committee, the general criteria for the (fixed

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and variable) remuneration of the General Manager.

(Iii) Remuneration Committee

The Remuneration Committee:

• assists the Board of Directors in drawing up the Company's remuneration policy, which is submitted to the binding vote of the Shareholders' Meeting pursuant to Article 123-ter, paragraph 3-ter T.U.F;
• submits proposals or gives opinions or authorisations to the Board of Directors on the remuneration of Executive Directors and other Directors with special powers, as well as on setting performance targets to which the variable component of such remuneration is linked;
• monitors the concrete application of the remuneration policy and verifies, in particular, the actual achievement of the established performance targets;
• makes proposals to the Board of Directors regarding any stock option, share allocation or other incentive plans for Directors or executives;
• upon the indication of the Managing Directors, proposes criteria for the remuneration of Key Executives; in this case, the Remuneration Committee may propose to the Managing Directors the allocation to Key Executives of any benefits or incentives to be recognised in relation to the achievement of specific objectives;
• periodically assesses the adequacy, consistency and correct application of the remuneration policy for directors and top management, also in relation to the remuneration situation of employees;
• performs the functions of the Committee for Transactions with Related Parties with reference to transactions pertaining to the remuneration of Directors and the General Manager, or to matters covered by the Report on the Remuneration Policy and Amounts Paid (including any exceptions) pursuant to Article 2.4 of the Procedure for Transactions with Related Parties adopted by SOL and the Board of Directors' Resolution of 14.10.2021.

In drafting the remuneration policy, the Remuneration Committee may avail itself of the cooperation of the Group Human Resources Department in order to acquire market data and information, as well as for drawing up short- and medium-long term variable incentives.

1. Managing Directors

The Managing Directors provide the Remuneration Committee with the information necessary to formulate proposals on the criteria for the remuneration of Key Executives and ensure their implementation.

1. Board of Auditors

The Board of Statutory Auditors plays an advisory role in remuneration matters, regarding which:

• The Board of Statutory Auditors expresses its opinion on the remuneration proposals for Executive Directors and those with special powers, pursuant to Article 2389, paragraph 3, of the Italian Civil Code. In expressing its opinion, it verifies the consistency of the proposals made by the Remuneration Committee with the remuneration policy adopted by the Company;
• it participates with one of its members in the meetings of the Remuneration Committee.

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5. REMUNERATION COMMITTEE COMPOSITION

As mentioned above, the Remuneration Committee of SOL has expressed a favourable opinion on the Remuneration Policy set out in this Report.

As of the date of this Report, the Remuneration Committee is composed of three Directors, all of whom are independent, appointed by the Board of Directors by resolution of 11 May 2022 for the three-year period 2022-2024 (and, therefore, until the date on which the financial statements as of 31 December 2024 are submitted to the Shareholders' Meeting for approval). The current members of the Remuneration Committee are:

As for the competences of the Remuneration Committee in setting SOL's remuneration policy, reference is made in full to § 4(iii) of this Section I (Remuneration Committee). It should be noted that the Chairman of the Committee has suitable knowledge and experience in financial matters as required by the Corporate Governance Code.

6. EXPERTS

No independent experts were involved in drawing up the Remuneration Policy.

7. TRANSPARENT PROCESS FOR SETTING REMUNERATION POLICY

This Remuneration Policy is valid for one year and is subject to approval by the Company's Board of Directors upon proposal of the Remuneration Committee. The Board of Directors, having examined and approved the Policy, submits it to the binding vote of the Shareholders' Meeting, pursuant to and for the purposes of Article 123-ter, paragraph 3 TUF, and makes it available to the public at least 21 days prior to the date set for the Shareholders' Meeting at the Company's registered office, as well as through the authorised storage mechanism (www.emarketstorage.com) and on the Company's website at www.solworld.com in the "Investor Relations" "Corporate Governance" Section (where it will remain for the next ten years).

In order to prepare this Report, the Remuneration Committee, in the performance of its duties, met on 14 March 2024 and on 21 March 2024; the Report was then submitted to the Board of Directors for approval at its meeting of 27 March 2024.

No Director has taken part in the Remuneration Committee meetings in which proposals are formulated concerning their remuneration, nor will they take part in the review of the performance objectives to which the variable part of their remuneration is linked. Furthermore, the discussion and voting within the Board of Directors concerning the remuneration of the Executive Directors takes place in their absence. This Remuneration Policy was approved by the Board of Directors on 27 March 2024.

1. DESCRIPTION OF THE REMUNERATION POLICY

1. BOARD OF DIRECTORS REMUNERATION

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