Recordati : Directors' Report on item 4 on the agenda – Approval of the “2023-2025 Performance Shares Plan” upon withdrawal “2021-2023 SO Plan” grant 2023

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 SHAREHOLDERS' MEETING

(21st APRIL 2023 SINGLE CALL)

Report on item 4 on the agenda of the Ordinary Shareholders' Meeting and its proposed resolution.

Approval of the long-term incentive plan based on financial instruments called '2023- 2025 Performance Share Plan', subject to the revocation of the '2021-2023Stock Options Plan' for the stock options grant scheduled for 2023; relevant and consequent resolutions pursuant to article 114-bis of Italian Legislative Decree No. 58 of 24th February 1998.

Dear Shareholders,

In relation to the fourth item on the agenda, you have been called to a Shareholders' Meeting in order to discuss and resolve on the approval, pursuant to article 114-bis of Italian Legislative Decree No. 58/1998, as subsequently amended and integrated (the Testo Unico della Finanza- 'TUF'), of an incentive and retention plan called the '2023-2025Performance Share Plan' (hereinafter the 'Plan') based on the granting (without a consideration) to the senior management1 and middle management of Recordati S.p.A. (hereafter the 'Company' or 'Recordati') or of other companies directly or indirectly controlled by it (hereafter the 'Subsidiaries'), of the right (hereafter the 'Rights') to receive, again without a consideration, ordinary shares of the Company, subject to the occurrence of certain performance conditions, on the basis of the proposal formulated by the Board of Directors by means of the resolution dated 16th March 2023, taking into account the proposal of the Remuneration and Nominations Committee of 10th March 2023.

More specifically, the Plan is addressed to (i) the Chief Executive Officer of Recordati, (ii) the Directors of Recordati who have been granted with specific delegation of powers by the Board or internal organisational delegation of powers (for the sole purposes of these Rules, the 'Executive Directors'); (iii) the Recordati key manager personnel; (iv) other selected employees and people with relationships equivalent to those of an employee or who are assigned permanently to roles of particular importance and contribute significantly to the achievement of the Group's results.

The reasons underlying the proposal for approval of the Plan can be summarised as follows: the objective of continuing to have a tool for building management retention and participation in the Recordati Group's results which allows to connect a part of the remuneration to the creation of value sustainable over time. The ratio underneath the change in approaching Recordati's long-term incentive plans, compared to the previous ones which were based on the instrument of options (stock options), is linked to the evaluation that, to date, an equity-based plan (performance shares) - such as the one proposed for adoption - allows not only to reward shareholder value growths that are sustainable over time, but also for greater alignment with market practices, principles and the recommendations of the Corporate Governance Code approved in January 2020 as well as with the objectives of Recordati's Three-

1 It is understood that the category of 'senior management' includes (i) the Chief Executive Officer of Recordati and the Executive Directors as well as (ii) Group executives identified by the Board or the Chief Executive Officer of Recordati as key manager personnel.

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

Year Plan. The proposal to approve a new Plan is therefore formulated with the aim of continuing to ensure an ever greater alignment between the interests of the management and those of the shareholders. More specifically, the Plan for which approval is proposed, is, as specified above, based on equity and of a recurring nature (so-called rolling); it is structured by providing for three annual cycles for the granting of Rights, the vesting of which is subject to a three-year vesting period and the achievement of specific performance targets, each with a weight of 1/3, accumulated over the three-year performance period, independent from one another and identified as the 'Relative Total Shareholders Returns' (aimed at creating value in respect to market peers), the Group's "Adjusted Net Income" and "Net Revenues" (aimed at long-term business growth, with a focus also on the ability to generate profits). With regard to those Beneficiaries who are the Chief Executive Officer of Recordati or members of Recordati's senior management, the Plan provides for a 24 month lock-up restriction on the shares. It is considered that the three year vesting period, together with the lock-up restriction, where applicable, and the expiry date of the Plan are appropriate for facilitating the achievement of the Plan's targets of long-term incentive and retention building for the Beneficiaries.

It should be noted that the targets that the Company proposes to achieve through adopting the Plan, as well as its elements, are in line with the 2023 Remuneration Policy that is submitted to the binding vote of the Shareholders' Meeting as the third item on the agenda.

The maximum number of Rights that can be granted under the Plan in each Cycle will be determined by the Board of Directors and will be disclosed pursuant to Article 84-bis, paragraph 5(a), of Issuers' Regulation No. 11971/1999 or otherwise pursuant to the laws and regulations applicable from time to time.

As of the date of this Report and taking into account the value of the Recordati's share as at the same date it is estimated that the maximum number of Rights that will be assignable in the first Cycle will be equal to around 450,000; in case of over performance with reference to each Plan Performance Conditions, such Rights will become a maximum number of Vested Rights equal to around 800,000 and will grant rights to receive an equal number of Shares (in the ratio 1/1).

The Shares to serve the Plan may: (i) be purchased on the market and/or already held in the Company's portfolio; and/or (ii) arise from one or more capital increases of the Company to be resolved by the Company's extraordinary shareholders' meeting in accordance with the law and regulations.

For information on the fundamental characteristics of the Plan - and in particular, by way of example, on the recipients of the Plan, the methods and clauses for implementing such Plan, including the performance targets, and the lock-up restriction of the shares - please refer to the information document attached to this Report and drafted pursuant to article 84-bis of Consob Regulations No. 11971/1999, as subsequently amended and supplemented, in accordance with the indications contained in Schedule No. 7 of Annex 3A to such Regulations.

It should be noted that on 20th April 2021, the Company's Shareholders' Meeting approved, pursuant to article 114-bis of the TUF, the incentive plan called the '2021-2023Stock Option Plan' (the 'SOP'), which provides that, during the validity of such SOP, three annual cycles of option grants (so-called stock options) will be carried out for the purchase of ordinary shares of the Company in each of the 2021, 2022 and 2023 financial years. In this regard, taking into account the proposal for the adoption of the new Plan submitted for your approval, based on the above mentioned ratio, it is also proposed to the Shareholders to resolve on the revocation

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

of the SOP limited to the grant of options scheduled for 2023 and referring to the third and last granting cycle of such SOP and, therefore, without prejudice to the validity and effectiveness of the SOP for the grants of options that occurred in the 2021 and 2022 financial years.

* * *

In light of the above, we propose the following resolutions:

'The Ordinary Shareholders' Meeting of RECORDATI S.p.A.,

• having acknowledged the explanatory report of the Board of Directors on the '2023-2025Performance Share Plan', and subject to the prior withdrawal of the "2021-2023Stock Option Plan" for the assignment of the stock option foreseen for 2023

resolves

• to revoke, as of the date of this resolution, the incentive plan called the '2021-2023Stock Option Plan' approved by the Ordinary Shareholders' Meeting of the Company on 20th April 2021 limited to the options grant (so-called stock options) scheduled for 2023 pursuant to said plan, without prejudice, therefore, to the validity and effectiveness of the '2021-2023Stock Option Plan' for the grants of options which occurred in the 2021 and 2022 financial years;
• to approve, pursuant to and for the purposes of article 114-bis of Italian Legislative Decree No. 58/1998, the establishment of a new incentive plan based on financial instruments called '2023-2025Performance Share Plan' having the characteristics (including the conditions and prerequisites for implementation) outlined in the Information Document attached to the Board of Directors' Explanatory Report, granting a mandate to the Board of Directors to adopt the relevant rules;
• • to grant the Board of Directors, with the power to sub-delegate to the Managing Director and, potentially, other members of the board, any and all powers necessary or appropriate to implement the '2023-2025Performance Share Plan', and thus, in particular, by way of example but not limited to, any power indicated in the information document attached to the Board of Directors' Explanatory Report, including any power to identify the beneficiaries and determine the number of rights to be granted to each of them, as well as perform all acts, formalities and communications that are necessary or appropriate for the purposes of managing and/or implementing such Plan. It being understood that all decisions concerning and/or pertaining to the granting of rights to beneficiaries who are also directors of Recordati (as well as all other decisions concerning and/or pertaining to the management and/or implementation of the Plan in relation to them) shall remain the sole responsibility of the Board of Directors. The adoption of the rules of the '2023-2025Performance Share Plan' and any amendments and/or additions thereto shall in any event be the responsibility of the Board of Directors as a collegial body.

Milan, 16th March 2023

For the Board of Directors

the Chief Executive Officer

Robert Koremans

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

INFORMATION DOCUMENT RELATING TO THE 2023-2025 SHARE PERFORMANCE PLAN OF RECORDATI S.p.A.

(prepared pursuant to article 84-bis of the Issuers' Regulations adopted by CONSOB with resolution No. 11971 of 14 May 1999 as subsequently amended and integrated)

Definitions

For the purposes of this Information Document, the terms below shall have the meanings ascribed to them below:

'Assignment Date' means the date on which the Shares are assigned under the Plan.

'Beneficiary(ies)' means the recipient(s) of the Plan who is/are member(s) of the senior management2 and middle management of the Company or of its Subsidiaries, i.e. (i) the Chief Executive Officer of Recordati, (ii) the Executive Directors (iii) the key manager personnel and

1. the employees and people with relationships equivalent to those of an employee or who are assigned permanently to roles of particular importance and contribute significantly to the achievement of the Group's results.
   'Board of Directors' or 'Board' means the Board of Directors of Recordati.
   'Committee' means the Remuneration and Nominations Committee of Recordati. 'Company' or 'Issuer' or 'Recordati' means Recordati S.p.A.
   'Cumulated Adjusted Net Income ' means the Group's 'Adjusted Net Income' as determined on the basis of the Group's budget cumulated in the three financial years included in the Performance Period.
   ' Cumulated Net Revenues ' indicates the Group's net revenues as determined on the basis of the Group's budget cumulated over the three financial years within the Performance Period.
   'Executive Directors' means, for the sole purposes of this Plan, the Directors of Recordati who are granted specific delegation of power by the Board or internal organisational delegation of powers.
   'Granting Cycles' or 'Cycle' means the three annual cycles of granting of the Rights under the Plan.
   'Grant Date' means the date on which the Board of Directors approves the granting of the Rights to the Beneficiaries on the basis of the Plan.
   'Information Document' means this information document drafted pursuant to Article 84-bis of the Issuers' Regulation and in accordance (also in terms of the numbering of the relevant Sections) with the indications contained in Schedule 7 of Annex 3A of the Issuers' Regulations.
   "Information Document Date" means the date of approval of the presente Information
   Document by the Board of Directors, i.e. 16th March 2023.
   'Issuers' Regulations' means the Regulations issued by Consob with resolution No. 11971 of 1999 (as subsequently amended) governing issuers.
   'Performance Conditions' or 'KPIs' means, collectively, the TSR, Cumulated Adjusted Net Income and Cumulated Net Revenues.
   'Performance Period' means the relevant three-year period from time to time, to be understood, within the context of each Granting Cycle, as the financial year during which the granting of the Rights takes place and the two subsequent financial years.
   'Plan' means the incentive plan called the '2023-2025Performance Share Plan', which is submitted for the approval of the Shareholders' Meeting of 21 April 2023.

2 It should be noted that the category of 'senior management' includes (i) the Chief Executive Officer of Recordati and the Executive Directors as well as (ii) Group executives identified by the Board or the Chief Executive Officer of Recordati as key manager personnel.

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

'Recordati Group' means Recordati, its Subsidiaries and affiliated companies.

'Rights' means the right granted - without a consideration - to the Beneficiary to receive, again without a consideration, a number of Shares as defined on the basis of the implementation of the Plan versus the Vested Rights.

'Shares' means the ordinary shares of the Company, with a par value of € 0.125 each. 'Shareholders' Meeting' means the Shareholders' Meeting of Recordati.

'Subsidiaries' means the companies controlled, directly or indirectly, by Recordati pursuant to article 93 of the TUF or which qualify as subsidiaries in accordance with the accounting standards applicable from time to time or which are included in the scope of consolidation.

'TSR' means the 'Relative Total Shareholders Returns' of the Shares (i.e. the total return to the shareholder by adding to the increase in the share price, over a given period of time, the effect of the dividends per share paid over the same period) calculated in accordance with section 2.2, against a comparable benchmark.

'TUF' means Italian Legislative Decree No. 58/1998, as subsequently amended and integrated. 'Vested Rights' means the Rights that are vested on the basis of and for the purposes of the Plan at the end of the relevant Vesting Period from time to time if, during the Performance Period, the Performance Conditions relating to each Cycle, as verified by the Board, in consultation with the Committee, on each Verification Date, have been met.

"Vesting Period": the Rights granted in each Grant Cycle will be subject to a three-year vesting period. The Vesting Period referring to each Cycle shall commence on the Grant Date and end on the Verification Date or, if the Verification Date occurs before the third anniversary of such Grant Date, on the date of such third anniversary.

'Verification Date' means, for each Cycle, the date on which the Board, in consultation with the Committee, assesses whether or not the relevant Performance Conditions have been met and, therefore, the number of Vested Rights under the Plan.

Foreword

This Information Document concerns the proposal for the adoption of the Plan approved by the Company's Board of Directors on 16th March 2023, following the Committee's opinion of 10 March 2023.

The aforementioned proposal for the adoption of the Plan shall be submitted for approval to the Ordinary Shareholders' Meeting of the Company convened for 21st April 2023 as the fourth item on the agenda of such meeting.

As at the Information Document Date, the proposal for the adoption of the Plan has not yet been approved by the Shareholders' Meeting.

Therefore:

1. this Information Document is prepared solely on the basis of the content of the proposal for the adoption of the Plan approved by the Board on 16th March 2023, following the opinion of the Committee of 10th March 2023;
2. any reference to the Plan in this Information Document shall be deemed to refer to the proposal for adoption of the Plan itself.

1. Recipients