Openjobmetis S p A : Explanatory Report on the Remuneration Policy and the Fees Paid 2021_22

OPENJOBMETIS SPA - Agenzia per il Lavoro

Headquarters and Offices

Via Marsala 40/C - 21013 Gallarate (VA)[e-mail] - www.openjobmetis.it

Explanatory Report on the Remuneration Policy and the Fees Paid

(Approved by the Board of Directors of 16 March 2022 and submitted to resolution of the

Shareholders' Meeting called to be held on 19 April 2022)

Drawn up and published pursuant to Art. 123-ter of Italian Legislative Decree no. 58/1998 and in compliance with the provisions of Art. 84-quater and Annex 3A, Schedule 7-bis and Schedule 7- ter of Consob Resolution no. 11971/1999 ("Issuers' Regulation"), and the Corporate

Governance Code.

OPENJOBMETIS SPA - Agenzia per il Lavoro

Headquarters and Offices

Via Marsala 40/C - 21013 Gallarate (VA)[e-mail] - www.openjobmetis.it

Introduction

This document ("Explanatory Report on the remuneration policy and fees paid", in short, the "Report") was drawn up in compliance with the provisions of Art. 123-ter of the Consolidated Law on Finance (TUF), Art. 84-quater and Annex 3A, Schedule 7-bis and Schedule 7-ter of the Issuers' Regulation as well as with the Corporate Governance Code - in particular Article 5 (under the heading "Remuneration") - to which the Company adheres.

This Report, approved by the Board of Directors on the proposal of the Remuneration Committee, on 16 March 2022, is divided into two Sections.

The first Section clearly and comprehensibly illustrates the General Policy of Openjobmetis S.p.A.

Agenzia per il Lavoro ("Openjobmetis" or "Company") on remuneration for the year 2022 ("Remuneration Policy" or "2022 Policy") for Directors, Executives with strategic responsibilities, and, without prejudice to the provisions of Art. 2402 of the Italian Civil Code, Statutory Auditors, as well as the procedures used for its adoption and implementation.

The second Section clearly and comprehensibly - by name for the members of the board of directors and control bodies, and in aggregate form for the executives with strategic responsibilities of Openjobmetis - provides an adequate representation of each of the items that make up the remuneration, illustrating analytically the fees paid in 2021 for any reason and in any form by the company and by subsidiaries or associates; it also illustrates how the Company took into account the vote cast the previous year on the second section of the Report, submitted to the attention of the Shareholders' Meeting of 30.04.2021.

Pursuant to Art. 123-ter, paragraph 1, at least twenty-one days before the date of the shareholders' meeting envisaged by Art. 2364, second paragraph, of the Italian Civil Code, the Company makes this Report available to the public. Once approved by the Board of Directors, this Report is submitted to the Shareholders for voting on an annual basis or on the occasion of changes to the Policy itself.

Pursuant to Art. 123-ter, paragraph 3-ter, of the TUF, the resolution of the Shareholders' Meeting on the first Section of the Report, concerning the Company's remuneration policy, is binding; if the Shareholders' Meeting does not approve it, the Company will continue to pay remuneration in accordance with the most recent approved remuneration policy, until the Shareholders vote again.

Pursuant to Art. 123-ter, sixth paragraph, of the TUF, the resolution of the Shareholders' Meeting on the second section of that report is not binding and must be limited to expressing an advisory opinion for or against.

2

OPENJOBMETIS SPA - Agenzia per il Lavoro

Headquarters and Offices

Via Marsala 40/C - 21013 Gallarate (VA)[e-mail] - www.openjobmetis.it

SECTION I

COMPANY POLICY REGARDING REMUNERATION OF THE DIRECTORS, STATUTORY AUDITORS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES.

1.aBodies or parties involved in the drafting, approval and potential updating of the Remuneration Policy and persons responsible for its correct implementation.

The definition of the Company's Remuneration Policy is the result of a clear and transparent process in which the Shareholders' Meeting, the Remuneration Committee (hereinafter also referred to as "Committee"), the Board of Directors (hereinafter also referred to as "BoD"), the Chairman of the BoD, the Managing Director and the Board of Statutory Auditors play a central role.

Due to the regulatory developments and transparency requirements toward the stakeholders, the Company is constantly working to improve its internal processes as well as its communication methodology.

In accordance with the provisions of Art. 2389, third paragraph - second sentence - of the Italian Civil Code and Art. 22.2 of the Articles of Association, the Shareholders' Meeting may determine the total amount for the remuneration of all the Directors, including those vested with special offices.

In compliance with Art. 2402 of the Italian Civil Code, the Shareholders' Meeting determines the annual remuneration of the members of the Board of Statutory Auditors at the time of their appointment and for the entire duration of their office.

With the assistance of the Remuneration Committee, the Board of Directors approves the policies concerning remuneration and/or its changes and/or integrations by deciding upon the distribution of the fees of Directors vested with special offices and by submitting the remuneration plans based on financial instruments to the resolution of the Shareholders' Meeting.

The administrative body also ensures that the remuneration paid and accrued is consistent with the principles and criteria defined in the Remuneration Policy, in light of the results achieved and other circumstances relevant to its implementation.

The Chairman of the Board of Directors is assigned an active role - guiding and supporting the Remuneration Committee and the BoD - with reference to a portion of the annual variable component (MBO) of the Managing Director - see points 1.h(i) and 1.i(i) below.

The Managing Director is assigned an active role - guiding and supporting the Remuneration Committee and the BoD - with reference to a portion of the annual variable component (MBO) of the other beneficiaries (other than themselves) - see points 1.h(i) and 1.i(i) below - and the implementation of the 2022-2024 LTI Performance Shares Plan that will be submitted for approval to the next Shareholders' Meeting of 19 April 2022, convened on 18 March 2022, as described below in point 1.f.2(iii).

The Board of Statutory Auditors expresses the opinions required by current regulations

3

OPENJOBMETIS SPA - Agenzia per il Lavoro

Headquarters and Offices

Via Marsala 40/C - 21013 Gallarate (VA)[e-mail] - www.openjobmetis.it

concerning the remuneration of Directors vested with special offices, monitoring with the Remuneration Committee the consistency with the Policy adopted by the Company.

1.b Composition, responsibilities and functioning of the Remuneration Committee.

The Remuneration Committee is currently made up of three non-executive and independent directors: Alberica Brivio Sforza, Barbara Napolitano and Alberto Rosati. The Director Alberica Brivio Sforza, due to her knowledge and experience in the financial sector as well as her knowledge in remuneration policies, as evidenced by the information held by the Company, was appointed Chairwoman of the Committee.

Therefore, the composition of the Committee complies with the provisions of Art. 5, Recommendation 26, of the Corporate Governance Code on the matter.

The Committee is assigned the following duties of an investigation, advisory and proposal-making nature:

• a) assisting the Board of Directors in drawing up the remuneration policy;

• b) presenting proposals or expressing opinions to the Board of Directors on the remuneration of the executive directors and of the other directors who occupy specific positions, as well as on the setting of performance targets related to the variable component of this remuneration, monitoring the application of the decisions adopted by the Board and verifying the actual achievement of the aforementioned performance targets;

• c) regularly assessing the suitability, overall consistency and practical application of the policies of directors and top management, making use for executives with strategic responsibilities, of the information provided by the Managing Director, putting forward proposals and general recommendations on the matter to the Board of Directors;

• d) submitting proposals and expressing opinions to the Board of Directors on incentive plans, stock option plans, employee share plans and other plans to motivate and increase the loyalty of the management and employees of the companies of the Group headed by the Company, also with reference to the suitability for pursuing the objectives typical of these plans, the procedures for their practical implementation by competent corporate bodies and potential amendments or supplements.

The functioning of the Remuneration Committee is governed by Regulations, most recently amended by the Board of Directors on 4 February 2021, the most important rules of which are illustrated below.

The Committee meets with sufficient frequency to ensure the proper performance of its functions and duties and whenever the Chairman of the Committee deems it appropriate or when the Chairman of the Board of Directors or the Managing Director so requests.

The meetings of the Committee are chaired by the Chairman or, in the event of his/her absence or unavailability, the most senior member in age. The Committee, on the proposal of the Chairman, may appoint a secretary, also chosen from outside its own members, who is entrusted with the task of drawing up the minutes of the Committee meetings.

The Chairman of the Board of Statutory Auditors, or another statutory auditor chosen by

4

OPENJOBMETIS SPA - Agenzia per il Lavoro

Headquarters and Offices

Via Marsala 40/C - 21013 Gallarate (VA)[e-mail] - www.openjobmetis.it

him/her, takes part in the meetings of the Committee. Other Statutory Auditors may also take part in the meetings of the Committee.

The Chairman may invite the Chairman of the Board of Directors, the Managing Director, or one or more members of the Board of Directors (not already members of the Committee) to take part in the meetings of the Committee, without the right to vote and on condition that they do not have a personal interest in the topics on the agenda. The Chairman may, where necessary, informing the Managing Director accordingly, and with reference to specific points on the agenda, invite to the meetings of the Committee representatives from the relevant company functions and other persons whose presence may be of help for the better execution of the functions of the Committee itself.

In any case, no director may take part in meetings of the Committee in which proposals to the Board of Directors are made concerning his/her own remuneration.

The presence of the majority of members is required for the validity of the meetings of the Committee. The decisions of the Committee are adopted with the absolute majority of those attending. In the event of a tie, the chairman shall have the deciding vote.

Minutes of the Committee meetings are taken; once signed by the participating members or the person chairing the meeting and by the secretary, these are stored in chronological order.

Following each meeting, the Committee updates the Board of Directors with a notice, at the first meeting thereafter, on the matters dealt with and the observations, recommendations and opinions formulated therein.

The Committee is endowed with suitable financial resources for the fulfilment of its duties.

The Committee has access to the information and the corporate functions required for the execution of its tasks and may make use of external consultants, at the expense of the Company, within the budget limits approved by the Board of Directors. If, specifically, it intends to make use of consultants who are experts on remuneration policies, the Committee verifies in advance that these consultants are not in a position that may jeopardise their independent judgement.

Conflicts of interest are managed in compliance with the provisions of the Corporate Governance Code.

1.cCompany assessments regarding the fee and working conditions of its employees in determining the remuneration policy.

The Policy consists of tools and logics aimed at attracting, motivating and retaining people with the qualities necessary to contribute to the definition of the Company's growth strategy and to the strengthening of Openjobmetis' long-term interests and sustainability. It is based on principles of fairness, equal opportunity, meritocracy and competitiveness in relation to the market.

The definition of the remuneration of the corporate population takes into consideration specific criteria, including the comparison with the external market and the internal equity of the company, the characteristics of the role and the responsibilities assigned, as well as the distinctive skills of the people, always with a view to maximum objectivity, in order to avoid any form of discrimination.

5