Recordati : Directors' Report on item 3 on the agenda – Report on the remuneration policy and the remuneration paid

This is an English courtesy translation of the original documentation prepared in Italian language

DIRECTORS' REPORTS ON THE PROPOSALS ON THE AGENDA OF THE ORDINARY GENERAL MEETING OF THE SHAREHOLDERS

(21st APRIL 2023 SINGLE CALL)

Report on item 3 on the agenda

Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3- bis and 6, of Legislative Decree no. 58 of 24th February 1998:

1. binding resolution on the first section regarding the remuneration policy;
2. non-bindingresolution on the second section on the remuneration paid for 2022.

To Our Shareholders,

In compliance with article 123-ter of Legislative Decree No. 58/1998 (hereinafter TUF) and article 84- quater of the Regulation issued by Consob with resolution No. 11971 of 14th May 1999 and subsequent amendments (hereinafter the "Issuer's Regulations"), the Report on the remuneration policy and the remuration paid (hereinafter the "Remuneration Report") is given below, approved by the Board of Directors on 16th March 2023, on the proposal of the Remuneration and Nominations Committee.

The Shareholders are invited to adopt:

1. a binding vote regarding the Remuneration Policy included in Section I of the Remuneration Report pursuant to art. 123-ter, paragraph 3-ter, of Legislative Decree No. 58/1998;
2. a non-binding vote on the section on the remuneration paid for 2022 (Section II of the Remuneration Report), as provided for by art. 123-ter, paragraph 6, of Legislative Decree No. 58/1998.

The result of the vote will be disclosed to the public in accordance with Art. 125-quater, paragraph 2 of Legislative Decree No. 58/1998.

The Remuneration Report may also be consulted on the company website at www.recordati.itin the Corporate Governance Section.

*

Milan, 16th March 2023

For the Board of Directors

The Chief Executive Officer

Robert Koremans

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Report on the Remuneration Policy and the remuneration paid

in accordance with articles 123-ter of the Italian Consolidated Law on Finance and 84-quater of the Consob Issuers' Regulations

Approved by the Board of Directors on 16th March 2023

Issuer: Recordati Industria Chimica e Farmaceutica S.p.A.

Website: www.recordati.it

Financial year to which the Report refers: 2022

Contents

Letter from the Chair of the Committee for the Remuneration and the Nominations	4
Introduction	6
Executive Summary	8
2023 New Features	10
Section I: 2023 Remuneration Policy Report	11
1.	Engagement and remuneration policies	12
1.1	Voting results and investor feedback	12
1.2	Engagement activities carried out by Recordati	13
1.3	Pay mix of the Chief Executive Officer and Key Management Personnel	13
2.	Governance of the remuneration process	14
2.1	Bodies and persons involved	14
2.1.1	Shareholders' Meeting	14
2.1.2	Board of Directors	14
2.1.3 Remuneration and Nominations Committee	16
2.1.4	Other intra-board Committees	18
2.2	Policy approval process	18
2.3	Independent experts and other persons involved	19
2.4	Derogation procedure in exceptional circumstances	19
3.	The Company's Remuneration Policy	20
3.1	Purposes of the Policy and its link with corporate strategy	20
3.1.1	Recordati's Sustainability Plan	22
3.1.2 Compensation and working conditions of employees	23
3.2	Principles and criteria underlying the Policy	23
3.3	Implementation of the 2023 Remuneration Policy	23
3.4	Remuneration of the Board of Directors and of the Board of Statutory Auditors	23
3.4.1 Remuneration of the Board of Directors	24
3.4.2 Remuneration of the Board of Statutory Auditors	24
3.5	Remuneration of the Chair of the Board of Directors	24

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3.6	Remuneration of the Chief Executive Officer and of Executive Directors	25
3.6.1	Market references and peer groups	25
3.6.2	Fixed component of remuneration	27
3.6.3	Short-term variable component (STI)	27
3.6.4	Long-term variable component (LTI)	31
3.7	Remuneration of Key Management Personnel	32
3.7.1	Fixed component of remuneration	33
3.7.2	Short-term variable component (STI)	33
3.7.3	Long-term variable component (LTI)	34
3.8	Further information on remuneration	34
3.8.1	Transaction Bonus and Integration Bonus	34
3.8.2	Non-monetary benefits	35
3.8.3	Severance indemnity	35
3.8.4	Additional insurance, social security and pension coverage	35
Section II: Report on the remuneration paid for 2022	36
Introduction	37
Part I	38
1.	Results of votes	38
2.	Activities of the Remuneration and Nominations Committee	39
3.	Fixed remuneration	40
4.	Variable remuneration	41

5. Remuneration for participation in board committees and for members of the Board of Statutory

Auditors	43
6. Non-monetarybenefits	43

7. Information on the consequences of termination of employment or management relationship 43

8. Annual variations in remuneration paid and corporate performance	43
Part II	46
Table 1 - Remuneration paid to Directors, Statutory Auditors, General Managers and other Key
Management Personnel	46
Table 3B - Monetary incentive plans for Directors, General Managers and other Key Management
Personnel	53
Table 4 - Shares held by Directors, Statutory Auditors, General Managers and other Key
Management Personnel	54

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RECORDATI S.P.A. | 2023 REPORT ON THE REMUNERATION POLICY AND THE REMUNERATION PAID

Letter from the Chair

of the Committee for the Remuneration and the Nominations

Dear Shareholders,

Together with the other members of the Remuneration and Nominations Committee, I hereby present to you the Report on the 2023 Remuneration Policy and compensation paid for 2022, structured as required by article 123-ter of the Consolidated Law on Finance and approved by the Board of Directors on March 17th, 2022.

The year 2022 was marked by a continuation of the pandemic situation in some geographies but also by the escalation of a series of geopolitical and economic tensions that had a major social impact. The war in Ukraine, tension on prices of some inputs, shortages of some components, rising energy costs, and inflationary pressures have consequences on the global and national economic and social context, further confirming the need for increasing attention to sustainability as a solution for resilience and value creation. Despite the scenario difficulties, the Company was able to achieve important results, thanks to the commitment of the human resources working in this Group.

In this context, we believe that the remuneration policy represents a strategic element to sustain results, guiding Company's behaviours and remunerating the great contribution of our people to Recordati.

the work of the Committee has been enriched by in-depth analysis on the vote implemented at the last Shareholders' Meeting. This analysis reflected in some improvements in the Policy to further align the interests of Shareholders and Stakeholders. In addition, the Policy, acting in full compliance with the Italian and European reference legislation, continues to incorporate market best practices.

The engagement plan adopted by the Committee is intended to be a channel of communication with those who have an interest in our Company, by developing and guaranteeing a constant and direct connection with our investors and proxy advisors. All the feedback collected during the engagement meetings, and the analyses we performed, provided us with important inputs for the amendments we have included in this Report and, in general, in Recordati's 2023 Remuneration Policy.

Continuous improvement is a Recordati value which also impacts our behaviour. For the purpose of further aligning to the current legislation and improving the transparency and usability of this Policy, Recordati has decided:

• To provide more information about the engagement activities carried out;
• To better qualify how the Policy intends to increase the pursuit of long-term interests, with increasing and non-formal attention to sustainability issues and the connection with Recordati's new Sustainability Plan;
• Propose adoption to the shareholders' meeting the new Long Term Incentive plan capable of appreciating both the value created for shareholders and a sustainable growth model;
• To continue providing transparency and valuable information to the market, describing the market references and the peer groups used in carrying out the analyses on the competitiveness of the remuneration packages;

During 2022, the Remuneration and Nominations Committee has reviewed the long-term variable incentive scheme aimed at ensuring greater alignment with market best practices and with investors' and proxy advisors' recommendations. This intervention comes after the important work carried out in 2021 on short-term incentives, that led to the modification of the short term plan's curve.

In this context of strong transformation and strategic innovation, we believe that these Guidelines on Remuneration Policy are consistent with the Group's clear and distinctive vision and confirm our people's value as a fundamental competitive advantage with a view to achieving long-term sustainable results for Investors and other stakeholders.

I would like to take this opportunity to express my gratitude to Board members Elisa Corghi and Michaela Castelli for the valuable and always timely support and valuable work that has guided the efforts made by the current Remuneration Committee. Our work has been at the service of investors and the Group. I also express my sincere

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