De'Longhi S p A : Annual report on the 2025 remuneration policy and 2024 compensation paid

2025

ANNUAL REPORT ON THE REMUNERATION POLICY AND COMPENSATION PAID

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SUMMARY

DEFINITIONS

EXECUTIVE SUMMARY

INTRODUCTION

SECTION I - 2025 REMUNERATION POLICY

1. Policy aims and principles

• 1.1 Aims

• 1.2 General Principles

• 1.3 Scope of application and duration

• 1.4 Changes compared to the previous financial year

2. Governance of the remuneration process

• 2.1 The bodies and persons involved

• 2.2 Remuneration and Appointments Committee

• 2.3 Independent experts involved in the prepara-tion of the Policy

2.4 Process for defining and approving the Policy

3. Description of the Policy

3.1 Compensation of members of the Board of Directors

• • 3.1.1 Compensation of non-executive directors

ANNUAL REPORT 2024

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3.10 Permitted derogations from this Policy

• • 3.1.2 Compensation of executive directors

• • a) Chairman of the Board of Directors and Vice-Chairman

• • b) Chief Executive Officer

• 3.2 Compensation of the General Manager

• 3.3 Compensation of Key Managers with Strategic

Responsibilities

• • 3.3.1 Compensation of the Financial Reporting Officer

• 3.4 Compensation of the Internal Audit Manager

• 3.5 Short-term incentives: Annual variable component

(MBO)

3.6 Medium/long-term incentives

• • Stock Options Plan 2020-2027

• • 2024-2026 Performance Share Plan

• 3.7 Non-monetary benefits

• 3.8 Treatment in the event of resignation, dismissal without just cause or termination of employment

• • 3.8.1 Indemnity

• • 3.8.2 Effects on rights granted under share-based or cash incentive plans

• • 3.8.3 Non-monetary benefits - consultancy agreements

3.9 Compensation of members of the Board of Statutory Auditors

02

SOMMARIO

SECTION II - COMPENSATION PAID DURING 2024 AND OTHER INFORMATION

Part One

1. Compensation of members of the Board of Directors in 2024

• • a) Compensation of non-executive directors

• • b) Compensation of the Chairman of the Board of Directors

• • c) Compensation of the Vice-Chairman and Chief Executive Officer

• • d) Compensation of the General Manager

• • e) Compensation of the director also holding the role of the Group's Chief Corporate Services Officer

2. Compensation of members of the Board of Statutory Auditors in 2024

3. Compensation of Key Managers with Strategic Responsibilities in 2024

• 4. Comparative information for the last five years

• 5. Information on the vote expressed by the Annual General Meeting on Section II of the Report on the previous financial year

ANNUAL REPORT 2024

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5. Interests held by the members of the board of directors and board of statutory auditors, General managers and key managers with strategic responsibili-ties at 31 December 2024

Table 1 - Annex 3A, Scheme 7-ter of the Issuers'

Part Two

1. Compensation paid during 2024

Table 1 - Annex 3A, Scheme 7-bis of the Issuers' Regulation

2. Stock Options assigned to members of the board of directors, general managers and other key managers with strategic responsibilities

Table 2 - Annex 3A, Scheme 7-bis of the Issuers' Regulation

3. Incentive plans based on financial instruments other than stock options for members of board of directors, general manager and other key managers with strategic responsibilities

Table 3A - Annex 3A, Scheme 7-bis of the Issuers' Regulation

4. Monetary incentive plans in favour of members of the board of directors, general managers and other key managers with strategic responsibilities

Table 3B - Annex 3A, Scheme 7-bis of the Issuers' Regulation

Regulation

Definitions

Below are the main definitions used in this report, in addition to those indicated in the main text.

Chief Executive Officer or CEO: The Chief Executive Officer of De'Longhi S.p.A. and of the Group. At the date of this Report, this role is held by Fabio de' Longhi.

Annual General Meeting: The Meeting of Shareholders of De' Longhi S.p.A.

Shares or De' Longhi Shares: The shares of De' Longhi S.p.A. listed on the Euronext Milan market organised and managed by Borsa Italiana S.p.A.

2024-2026 Business Plan: The 2024-2026 Business Plan ap-proved by the Board of Directors on 18 January 2024.

Exceptional circumstances: In accordance with the provi-sions of Art. 123-ter(3-bis) of the Consolidated Law on Fi-nance, the 'situations in which the derogation from the remu-neration policy is necessary for the purpose of pursuit of long-term interest and the Company's sustainability as a whole and in order to ensure its ability to stay in the market.'

Independent Committee or IC: The 'Independent Committee' of De' Longhi S.p.A.

Control and Risks Committee or CRC: The 'Control and Risks, Corporate Governance and Sustainability Committee' of De' Longhi S.p.A.

Remuneration and Appointments Committee or RAC: The 'Re-muneration and Appointments Committee' of De' Longhi S.p.A.

CCNL: The National Collective Employment Agreement for ex-ecutives of companies producing goods and services.

Corporate Governance Code or Code: The Corporate Govern-ance Code for Listed Companies approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, ANIA, Assogestioni, Assonime and Confin-dustria to which the Company adheres, which can be accessed via the websitehttps://www.borsaitaliana.it/comitato-corpo-rate-governance/codice/2020.pdf.

Consob: Italian Securities and Exchange Commission with registered office in Rome, Via G. B. Martini 3.

Board of Statutory Auditors: The 'Board of Statutory Auditors' of De' Longhi S.p.A.

Board/Board of Directors: The 'Board of Directors' of De' Longhi S.p.A.

De' Longhi S.p.A. or De' Longhi or Company: De' Longhi S.p.A., with registered office in Via Lodovico Seitz 47, Treviso, Italy.

General Manager or GM: The general manager of De'Longhi S.p.A. appointed by the Board of Directors. At the date of this Report, this role is held by Nicola Serafin.

Key Managers with Strategic Responsibilities or KMSR: Managers of the Group (other than the General Manager) iden- tified by the Board of Directors who have the power and the re-sponsibility, whether directly or indirectly, for planning, direct-ing and controlling the De' Longhi Group's activities.

At the date of this Report, the Board of Directors - most re- cently at the meeting held on 14 March 2025 - confirmed as Key Managers with Strategic Responsibilities, other than the General Manager, the following people: the Chief Commercial Officer, the Chief Corporate Services Officer, the Chief Finan- cial Officer, the Chief Information Officer, the Chief Marketing Officer, the Chief Operations Officer, the Chief People Officer and the Chief Planning and Control Officer.

Euronext Milan: The regulated market organised and man-aged by Borsa Italiana S.p.A.

De' Longhi Group or Group: All the companies included in the consolidation scope of De' Longhi S.p.A.

MBO: The annual variable component of the compensation for the position of Executive Director or for an employment con-tract as an executive, given based on the achievement of pre-defined business objectives, illustrated in subsection 3.5 of Section I of this Report.

Options: The options assigned to the beneficiaries of the Stock Options Plans.

De'Longhi Sustainability Plan: The sustainability plan of the De'Longhi Group included in the 2024-2026 Business Plan ap-proved by the Board of Directors on 18 January 2024 (available in extract form on the websitewww.delonghigroup.com, sec-tion 'Sustainability' - 'Documents').

Stock Options Plan 2020-2027: The 'Stock Options Plan 2020-2027' reserved for the Company's Chief Executive Officer and for a limited number of top managers of the De' Longhi Group approved by the Annual General Meeting on 22 April 2020.

2024-2026 Performance Share Plan : The medium/long-term share-based incentive plan called the '2024-2026 Perfor-mance Share Plan' reserved for the Chief Executive Officer, the General Manager and a limited number of top managers of the De' Longhi Group approved by the Annual General Meeting of 19 April 2024.

LTI Cash Plan 2021-2023: The cash incentive plan called 'LTI Cash Plan 2021-2023' reserved for top management and the key resources of the De' Longhi Group, approved by the Board of Directors at the meeting held on 29 July 2021, which ended on 31 December 2023.

Remuneration Policy or Policy: The annual policy on the re-muneration of members of the Board of Directors and of the Board of Statutory Auditors, the General Manager as well as Key Managers with Strategic Responsibilities, approved for the 2025 financial year by the Board of Directors on 14 March 2025, upon the proposal of the RAC, having heard the opinion of the Board of Statutory Auditors, which will be submitted for the approval of the Annual General Meeting on 30 April 2025.

Diversity policies: The 'Diversity policies for members of the corporate bodies of De' Longhi S.p.A.' approved by the Board of Directors on 26 February 2019, most recently updated on 6 February 2025.

RPT Procedure: The 'Procedure on transactions with related parties of the De' Longhi S.p.A. Group' prepared in accordance with Consob Regulation No. 17221/2010 currently in force, and approved by the Company's Board of Directors in version in force at the time.

Issuers' Regulation: Implementation Regulation of Legislative Decree No. 58 of 24 February 1998, concerning the issuers' regulation, adopted by Consob with Resolution No. 11971 of 14 May 1999 and subsequent amendments.

RPT Regulation: The 'Regulation concerning transactions with related parties' adopted by Consob with Resolution No. 17221 of 12th March 2010 and subsequent amendments.

Gross Annual Remuneration or GAR: The gross fixed annual component of the remuneration for Directors who have a cur-rent employment relationship with the Company or with one of the other companies in the Group as well as for the General Manager and for Key Managers with Strategic Responsibilities.

Consolidated Law on Finance or CLF: Legislative Decree No. 58 of 24th February 1998 ('Consolidated Law on the regula-tions concerning financial intermediation') and subsequent amendments.

Executive Summary

Remuneration / Fixed Component	Guarantee adequate and definite basic compensation for the work by recompensing the position held in terms of breadth of responsibili- ties and impact on the business, reflecting the experience, skills and competencies required for each position, as well as the level of coverage/excellence demonstrated/achieved and the quality of performance. It reflects the principles of equity, equal opportunities and non-discrimination. It must ensure internal equity and competitiveness with respect to the external market in order to attract and retain key resources. Fixed based on the individual contract in accordance with any national contracts. It can be subject to annual review.
Chairman, V-C & CEO, GM, KMSR
Value depending on the position.
Non-Competition Agreement	Prohibition on performing activities of any kind whatsoever to competitors of the Company and/or Group Prohibition on the misappropriation of employees of the Company and/or Group Prohibition on diverting customers of the Company and/or Group
GM, COO and CMO
Remuneration defined in relation to obligations under the agreement (duration, territory scope of application, extent of restrictions).
Annual Variable Remuneration (MBO)	Recognises the results achieved by management, establishing a link between pay and performance. The incentives reward the achievement of financial and non-financial performance targets, including ESG targets, approved by the BoD, on the proposal of the RAC and having consulted the Board of Statutory Auditors, linked to annual budget targets. Stretch targets/overachievement mechanisms are envisaged for key objectives for the Company that reward the achievement of excellent results that exceed the defined targets.
V-C & CEO, GM	CEO in relation to KMSR role in the Company	KMSR (including CCSO)
V-C & CEO: 75% of the Fixed Remuneration up to a maximum of 150% of the same GM: 50% of the Fixed Remuneration up to a maximum of 100% of the same	75% of the Fixed Remuneration up to a maximum of 150% of the same	30% of the Fixed Remuneration up to a maximum of 60% of the same
Net Revenues	(30%)	Net Revenues	(30%)	Group Objectives	(90%)
EBITDA	(25%)	EBITDA	(25%)	Financial/non-fin. KPI	(10%)
Free Cash Flow	(20%)	Free Cash Flow	(20%)	Group Objectives means the set of objectives defined for the MBO of the Vice-Chairman and Chief Executive Officer (with reference to the term of office of CEO) and the General Manager
ESG KPIs	(15%)	Professional Division Net Revenues	(15%)
Market Shares	(10%)	Professional Division EBITDA	(10%)
Clawback / Malus Clause: can be exercised within 3 years.

Long-Term Variable Remuneration	Recognises the results achieved over a medium/long-term, aligning the interests of beneficiaries with those of shareholders and investors, making it possible to attract and retain talented, quality resources.
2024-2026 Performance Share Plan (if approved by the AGM on 19 April 2024)	Stock Options Plan 2020-2027
A limited number of Top Managers of the Company The Chairman is not included among the Plan beneficiaries	A limited number of Top Managers of the Company and Group Chairman and V-C/CEO and CCSO not included among the Plan beneficiaries
Approved by the Annual General Meeting on 19 April 2024, it rewards the achievement of set perfor-mance objectives as well as the appreciation of the De' Longhi share price on Euronext Milan.	Approved by the Annual General Meeting held on 22 April 2020, rewards the appreciation of the De' Longhi share value on Euronext Milan.
Number of shares allocated based on multipliers of 2024 fixed remuneration defined with reference to the role held	Number of options assigned depending on the position / role held
Achievement of the following predetermined and measurable financial and non-financial performance objectives in the three-year period 2024-2026 is envisaged for the vesting of the right to receive company shares free of charge Performance Objectives	No additional predetermined and measurable financial and non-financial performance targets are to be achieved under the plan, other than appreciation of the De' Longhi share value on Euronext Milan, since they are envisaged under the LTI Cash Plan 2021-2023 which expired in December 2023
Cumulative EBITDA	(35%)
Cumulative Revenues	(35%)
Cumulative Free Cash Flow	(20%)
TSR DLG vs TSE FTSE Mid Cap	(10%)
Correction Factor
ESG Targets	-15% / neutral / +15%
2024-2026 PSP Cap	140%
Holding Period For the 'sell to cover' method of sale, a Holding Period of 24 months is envisaged for 50% of the Net Shares, during which the such shares may not be transferred and/or sold	Holding Period Upon the exercise of the Options under 'sell to cover', 55% of the remaining Shares not sold will be subject to a Holding Period of 24 months (options with vesting period May 2020-April 2023) or 12 months (options with vesting period May 2020-April 2024), during which the aforementioned Shares may not be transferred and/or sold
Non-Monetary benefits	Part of the pay package. It is aimed at improving the well-being of beneficiaries and possibly their families, also taking into account the individual circumstances of the beneficiary.
Company Managers
Company car FASI insurance for medical expenses Travel insurance Insurance for permanent disability due to illness Possible provision of accommodation Possible reimbursement of children's school fees

Indemnity at end of office or termination of employment	Regulates the indemnities to be paid to Executive Directors and/or KMSR in the event of resignation, dismissal without just cause or termination of employment.
Chairman, V-C & CEO	GM	DRS (including the Vice-Chairman and Chief Executive Officer in relation to the employment relationship as KMSR of the Company)
Not envisaged	In the event of termination by the company for objective reasons: indemnity equal to 24 months' salary, including the right to prior notice, calculated taking into account the individu-al's salary, as executive of the Company, and the average amount received as MBO during the last three years of the employment relationship. After 31 July 2025, no further adjustment is envisaged with respect to the existing Non-Com-petition Agreement.	No individual agreements are envisaged which regulate ex ante the economic aspects arising from early termination of employment by the Company or for any other cause. In the event of termination of the employment relationship on the Company's initiative, the provisions of the relevant CCNL shall apply to the notice period and to any additional indemnities.
PAY-MIX	The pay mix between fixed component, short-term variable component and medium/long-term variable component, determined to ensure consistency and connection between the Company's strategy, the sustainability strategy and targets represented in the Sustainability Plan and the performance objectives linked to the vesting of the variable incentive schemes in place, in order to ensure pursuit of the corporate strategy, the medium/long-term interests of shareholders and the sustainable success of the Company.

Chairman and Vice-Chairman CEO

GM

Floor

100

Floor

100% 100%

Floor

Entry

100

Target

100

Entry

49% 13%

38%

Target

33%

20%

47%

Entry

46-49% 10-11% 44-40%

Target

30-32% 18-19% 52-49%

Stretch

Stretch

Stretch

100

24%

29%

47%

21-23%53-49%

26-28%

Fixed MBO LTI

Fixed MBO LTI

Fixed MBO LTI

CCSO

KMSR

Floor

100% 100%

Entry

58-61% 5%

37-34%

Target

42-45% 10%

48-45% Stretch33-35% 14-16%

Floor

Entry

54-57% 6% 40-37%

Target

38-41% 11% 51-48%

Stretch

52-49%

29-31%17%

54-52%

Note: (i) the fixed remuneration of the Chairman and Vice-Chairman, CEO and CCSO includes all the fixed emoluments pertaining to the Company that drafts the financial statements and the remuneration from subsidiaries and associates; (ii) for all the beneficiaries of the medium/long-term incentive schemes (LTI), the percentages indicated in the tables reflect the assignment ranges relating to participation in the 2024-2026 Performance Share Plan approved by the Annual General Meeting on 19 April 2024 (component valued with reference to the target opportunities provided by the Policy). The representation does not consider non-monetary benefits. The percentages and values related to the MBO of the Chief Executive Officer and the General Manager refer to the assumption of maximum percentage at target level provided for in the Policy.

Fixed MBO LTI

Fixed MBO LTI

Introduction

This 'Annual Report on the Remuneration Policy and Compen-sation Paid' (hereinafter the 'Report') has been approved by the Company's Board of Directors upon the proposal of the Remuneration and Appointments Committee and having heard the opinion of the Control and Risks Committee, on 14 March 2025, in compliance with the current legal and regulato-ry obligations laid down, in particular, by Art. 123-ter of the Consolidated Law on Finance and by Art. 84-quater of the Is-suers' Regulation and by the relative disclosure schemes, as amended in implementation of EU Directive 2017/828 (so-called SHRD II).

The Report explains:

• • in Section I, the Policy adopted for the financial year 2025 with regard to the compensation of the Directors, the Gener-al Manager, Statutory Auditors (without prejudice to the pro-visions of Art. 2402 of the Civil Code) and Key Managers with Strategic Responsibilities, and the procedures em-ployed to adopt and implement the same Policy;

• • Section II (divided into two parts) contains: in Part One, a representation of the remuneration paid by the Company with reference to each of the items making up the remunera-tion for 2024 of the Directors, the Statutory Auditors, the General Manager and the Key Managers with Strategic Re- sponsibilities, with comparative information for the last five years between the annual change in total remuneration of the members of the corporate bodies in relation to the Com-pany's results, as well as the average gross annual remuner-ation of employees; in Part Two (i) the details of the com-pensation accrued or paid to these persons in 2024, for whatever reason and in whatever form, by the Company and its subsidiaries and associated companies, using the tables attached to this Report, which form an integral part of the same; and (ii) information on the shareholdings held in the Company and its subsidiaries by those same persons as well as by their spouses (from whom they are not legally separated) or their minor children, either directly or through subsidiaries, trust companies or third parties.

For a better understanding of the contents of this Report, it should be noted that the Company is a holding company that engages in shareholding management activities and central-ised services for subsidiaries.

This Report:

• a.) is made available to the public, at the Company's registered office and on its website www.delonghigroup.com -(sec-tion 'Governance' - 'Corporate bodies' - 'Annual General Meeting of April 2025'), and on the 1INFO authorised stor- age mechanism accessible on the websitewww.1info.it- by the twenty-first day before the date the Annual General Meeting is convened to approve the financial statements for the year 2024 (in particular, on 28 March 2025 taking into account the renewal of the corporate bodies that the Annual General Meeting shall be asked to resolve upon);

• b.) are then submitted to the Annual General Meeting pursu-ant to and for the purposes of the aforementioned Art. 123-ter of the Consolidated Law on Finance and Art. 84-quater of the Issuers' Regulation, and pursuant to and for the purposes set out in Article 13(3)(b) of the RPT Regula-tion and the related provision contained in the RPT Procedure.

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The Report will be made available on the Company's website for at least ten years, without prejudice to the prohibition on accessing the personal data contained in Section II of the Report after this period.

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