Digital Bros S p A : Remuneration Report as of June 30th, 2023

Remuneration policy and fees paid report

at June 30th, 2023

pursuant to Art. 123-ter of Legislative Decree no. 58 of February 24th, 1998 and

Art. 84-quater of the Regolamento Emittenti (Issuers' Regulation)

Approved on September 27th, 2023

Digital Bros S.p.A.

Via Tortona, 37 - 20144 Milan, Italy

VAT number IT095

Share capital: Euro 6,024,334.80 of which Euro 5,706,014.80 subscribed

Milan Companies House No. 290680-Vol. 7394 Chamber of Commerce number1302132

This report is available in the Governance/Remuneration section of the Company's website at

www.digitalbros.com

Please consider that this is an Italian to English translation and that the Italian version shall always prevail in

case of any discrepancy or inconsistency

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Index
GLOSSARY	4
SECTION I	5
SECTION II Remuneration paid to the Boards of Directors' members, the Statutory Auditors, General Managers and
other key managers	15
Executive Directors' remuneration	15
Non-ExecutiveDirectors' remuneration	17
Independent Directors' remuneration	18
Statutory Auditors remuneration	18
Table 1: Board of Directors and key managers remuneration	19
Table 1: Board of Statutory Auditors remuneration	22
Table 2: Stock options to Board of Directors' members, General Managers and other key managers	23
Table 3B: Monetary incentive plans to Board of Directors' members, General Managers and other key managers	25
Table 7-terin accordance to Annex 3A of the Issuers' Regulation	27

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GLOSSARY

Company or Issuer: Digital Bros S.p.A..

Corporate Governance Code/Code: the Corporate Governance Code for listed companies approved in January 2020 by the Corporate Governance Committee.

Civil Code/c.c.: the Italian Civil Code.

Board: the Board of Directors of Digital Bros S.p.A..

Consolidated EBIT: net consolidated operating margin as reported in the consolidated financial statements for the fiscal years ending at June 30th.

Fiscal year/Reporting Period: the year ended at June 30th, 2023 to which the Report is referred.

Group or Digital Bros Group: collectively, the Company and its subsidiaries pursuant to Art. 93 of the T.U.F..

Policy or Remuneration Policy: the remuneration policy approved by the Shareholders' Meeting of October 28th,

2020 and of June 15th, 2021.

Issuers' Regulations: the Regulations issued by Consob with the resolution no. 11971/1999, as subsequently

amended.

Market Regulations: the Regulations issued by Consob with the resolution no. 20249/2017, as subsequently

amended.

Related party regulations: the Regulations issued by Consob with the resolution no. 17221 of March 12th, 2010 (as subsequently amended).

Remuneration Committee: internal committee established to advise, make proposal to the Board of Directors and monitoring the Directors' remuneration.

Report or Remuneration Report: the Report on the policy regarding remuneration and fees paid published in compliance with Art. 123-ter of the T.U.F. and approved by the Board of Directors.

T.U.F.: Legislative Decree no 58 of February 24th, 1998 (Consolidated Law on Finance), as subsequently

amended.

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The Remuneration Report at June 30th, 2022 has been prepared in accordance with the Art. 123-ter of Legislative Decree no. 58 of February 24th, 1998 and with Art. 84-quater of the Consob Regulation no. 11971 of May 14th, 1999, as subsequently amended.

The Report is divided into two sections:

• section I, which describes the Remuneration Policy of Board members and directors with strategic responsibility and the procedures used to adopt and implement it;
• section II, which details the individual remuneration of each member of the Board and Statutory Auditors and the cumulative remuneration of the key managers describing the compliance with the Remuneration Policy. It is submitted to the non-binding vote of the Shareholders' Meeting.

The remuneration of the Board, of the Statutory Auditors and of the key managers is detailed in the tables attached to this Report in accordance to the Issuers' Regulations.

SECTION I

The first section of the Report describes the remuneration policy adopted by the Company and the principles and guidelines that Digital Bros Group uses to determine and monitor the application of the remuneration practices for the Board members and the key managers.

The Remuneration Policy was approved by the Shareholders' Meeting of June 15th, 2021 as proposed by the Remuneration Committee in accordance with the Corporate Governance Code.

The related party transactions procedure adopted by the Company (pursuant to Consob Resolution no. 17221/2010, as subsequently amended) does not apply to the resolutions which involve the remuneration of Directors and the key managers if:

1. the Company adopted a remuneration policy recommended by a committee formed exclusively by non-executive directors, the majority of whom independent;
2. the Remuneration Report has been submitted for the binding vote to the Shareholders' Meeting;
3. the remuneration is consistent with the Policy.

External independent experts assisted the Remuneration Committee in the preparation of the Remuneration Policy and of the benchmark analysis.

In respect of the Law and the bylaws, the Board of Directors is responsible of the correct implementation of the Policy in respect of the Chief Executive Officer ("CEO") remuneration. The Chief Executive Officer defines the remuneration of directors with strategic responsibilities (also through suggestions and proposals to the subsidiaries' Board of Directors).

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1. Bodies involved in the preparation and approval of the Remuneration Policy

The corporate bodies involved in the preparation and approval of the Remuneration Policy are the Board of

Directors, the Remuneration Committee, the Shareholders' Meeting and the Board of Statutory Auditors.

1.1 Board of Directors

The Board of Directors:

• establishes the Remuneration Committee;
• sets the remuneration for Directors with special offices on the basis of the proposals recommended by the Remuneration Committee and the review of the Board of Statutory Auditors;
• prepares the Remuneration Policy based on the proposals recommended by the Remuneration Committee;
• submits the Remuneration Report to the approval of the Shareholders' Meeting;
• assesses, with the assistance of the Remuneration Committee, the overall consistency of the Remuneration Policy with a particular emphasis about the alignment of the objectives in respect of the medium/long term value-creation;
• designs and implements any share-based incentive scheme or any financial instrument-based
  remuneration plan for directors, employees and contractors, including key managers, and submits them for the Shareholders' Meeting's approval in accordance with Art. 114-bis of the T.U.F..

1.2 Remuneration Committee

The Remuneration Committee is established by the Board of Directors, as suggested by the Corporate Governance Code, and consists entirely of non-executive and independent directors. At the Report date, the committee is as follows:

Sylvia Anna Bartyan - member

Susanna Pedretti - Chairman

Laura Soifer - member

The Remuneration Committee:

• submits proposals to the Board of Directors regarding the remuneration of the Chief Executive Officers and other Directors with special offices and monitors their implementation;
• assesses key managers remuneration criteria and assist the Board of Directors with the identification of managers holding strategic responsibilities;
• monitors the correct application of the aforementioned criteria considering the information provided by the CEOs;
• provides the Board of Directors with recommendations about remunerations and performance objectives associated to the variable component of the remuneration, and monitors the actual achievement of such established objectives;

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• assists the Board of Directors in preparing and implementing any share-based or other financial instrument-based incentive scheme;
• assists the Board of Directors in the preparation of the Remuneration Report.

The Remuneration Policy was preliminary reviewed by the Remuneration Committee before submission to the Shareholder's Meeting for approval.

1.3 Shareholders' Meeting

The Shareholders' Meeting:

• defines the Board of Directors and the Board of Statutory Auditors remuneration in accordance with Art. 2364, paragraph 1, no 3 of the Civil Code;
• expresses a binding vote on the first section of the Report and a non-binding vote on the second;
• approves on any share-based incentive scheme or any financial instrument-based remuneration plan proposed for directors, employees and contractors, including key managers, in accordance with Art. 114-bis of the T.U.F..

1.4 Board of Statutory Auditors

The Board of Statutory Auditors expresses an opinion about the remuneration proposed for Directors and Directors with special offices, monitoring its compliance with the Remuneration Policy.

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2. Principles and purposes of the Remuneration Policy

The remuneration of Directors and directors with strategic responsibilities is set to enable a remuneration structure that recognize the professional value of each individual and to create a balance between fixed and variable components with a particular emphasis about the sustainable value in the medium- and long-term perspective, as well as the Group's overall sustainability.

The Remuneration Policy aims to enhance the general workforce motivation and their interest to undertake responsibilities for excellence, setting the fixed component and the variable component in such a way that they are adequately balanced between short-term and medium/long-termobjectives in order to align Executive Directors' and key managers' interests with the creation of medium/long-term value for the benefit of the Digital Bros' shareholders and the sustainability of the activities carried out by the Group.

The Remuneration Policy is based on the following guidelines:

• the fixed component shall be sufficient to remunerate Directors for their services in the event that the variable component will not be paid because missing the performance objectives set;
• the short-term variable component is mainly based on profitability objectives for the fiscal year: it provides for a cap, a claw-back and withholding clause (malus) as recommended by the Corporate Governance Code;
• the medium/long-term variable component relates to the growth of the operating margins compared to the results achieved in the fiscal years immediately before the implementation of the Long Term Incentive plan, in order to avoid any influence by the financial structure and/or the distribution of dividends. The total long-term variable could not exceed the cap of 5% of the Group net operating margin for the period to which the plan relates. Claw-back and malus clauses are provided for, as required by the Corporate Governance Code;
• the existence of a previously approved Stock Option plan.

Performance objectives are:

• priority, as they are directly connected to the Group's medium/long-term strategy;
• specific, as they are related to the expected results;
• measurable, as they are defined using clear and predefined ratios;
• realistic, as they shall be achievable, even if challenging and ambitious;
• temporarily defined.

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2.1 Remuneration Policy principles

The Remuneration Policy aims for an ever-increasing adherence to the recommendations of the Corporate Governance Committee regarding clarity and completeness of remuneration policies, pay-mix between fixed and variable items, the introduction of claw-back and malus clauses and, in general, the definition of a better connection between variable remuneration and long-term objectives.

The Group believes in the growth and enhancement of people as an indispensable element to compete on the market and pursue a sustainable success. Career opportunities are offered to all employees based on merit, professional and managerial skills and active participation in the Company development and improvement processes.

The main changes introduced compared to the remuneration policy approved by the October 28th, 2020 Shareholders' Meeting, also in perspective of a full compliance with the recommendations of the Corporate Governance Code, are:

• the introduction of a medium/long-term objective ("LTI Objective") to increase the level of involvement of Executive Directors and key managers with a view to creating value for shareholders as well as sustainability of the activities carried out by the Group. The LTI Objective aims to increase the
  Company's retention that is consistent with the growth and sustainability objectives that the Group has in the strategic plan;
• the cancellation of the Board of Directors' possibility to assign extraordinary one-offbonuses.

The Remuneration Policy describes the policies regarding the remuneration of Executive Directors, Non-Executive Directors and key managers.

The Remuneration Policy is valid until the expiry of the mandate of the Board of Directors, and therefore until the approval of the Financial Statements at June 30th, 2023.

3. Remuneration Policy application

The Remuneration Policy is structured according to different principles and methods regarding the fixed components and the short and medium-long term variable components in relation to the different types of recipients.

The Remuneration Policy was defined using the best practices available on the market as a reference. However, no remuneration policy of other companies was used as a specific reference.

Executive Directors and directors with strategic responsibilities

The total remuneration for Executive Directors is defined in line with industry benchmarks and other factors including their contribution to the Company's results, their working performance and a right balance with remuneration levels considering the Group's actual and prospective dimension and complexity, with a view to pursuing sustainable success.

The overall remuneration of the Executive Directors as well as the pay mix assessment was subject to benchmarking analysis by the Remuneration Committee supported by independent external consultants.

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The remuneration of Executive Directors holding specific offices is as follows:

• a fixed component consistent with individual management powers of attorney and the responsibilities assigned;
• a short-term variable component, as a pre-established percentage of the fixed component, referred to expected short-term results ("MBO");
• a medium/long-term variable component related to the growth of the consolidated EBIT compared to the margins achieved in the previous year ("LTI");
• a stock option plan;
• other components.

Executive Directors holding professional or executive positions within the Issuer are rewarded with a variable remuneration on top of the fixed component determined by the Shareholders' Meeting. The variable component is decided by the Board considering the criteria described below and it is part of the total remuneration considered in the pay-mix analysis.

Fixed remuneration

The fixed component of remuneration for Directors with specific offices is defined by the Board of Directors, based on proposals formulated by the Remuneration Committee with the preliminary review by the Board of Statutory Auditors, in accordance with the art. 2389, part 3 of the Civil Code.

The fixed component is consistent with the level of management powers of attorney, specific and strategic responsibilities assigned to each director. The level should be sufficient to remunerate the performance even if the achievement of the performance objectives is not reached in order to discourage decisions inconsistent with the risk profile.

Short-term variable remuneration (MBO)

The variable component of the remuneration for Executive Directors is defined by the Board of Directors, based on proposals submitted by the Remuneration Committee with the preliminary review of the Board of Statutory Auditors.

This component encourages the management to the achievement of annual objectives to maximize the value of the Company, in line with the shareholders' interests and in compliance with the Group's long-term strategic plans.

The MBO is on pre-determined annual results related to some consolidated performance indicators. The variable component is paid immediately after the approval of the draft financial statements for the fiscal year by the Board of Directors, after the Remuneration Committee has assessed the effective achievement of the performance objectives. Objectives are based on budgeted data and are quantitative, using ratios and available performance indicators, in order to reduce the uncertainty of a valuation and to guarantee an adequate consideration of all management aspects. Following the introduction of the medium-long term objective based on the consolidated EBIT growth, it becomes crucial that a significant component of the MBO objective will based on qualitative objectives that can be assigned on annual basis.

The annual MBO requires the achievement of 100% of each quantitative objective assigned for the total payment of the annual payable remuneration. The variable component shall not exceed 30% of the fixed component for the Chief

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