IGD’s remuneration policy

The Remuneration Policy adopted by IGD is a function of the Company’s sustainable success and takes into account the need to attract, retain and motivate the people who possess the expertise and professional standing that the role held requires.

More in detail, the remuneration of the Chief Executive Officer, Directors holding special offices and the Managers with Strategic Responsibilities aims to:

• attract, motivate and retain highly qualified professional managers;
• to involve and incentivise the management deemed key to achieving the Company’s (and the Group to which it belongs) targets;
• to promote the medium/long term creation of value for shareholders, taking into account the interest of all the Company’s relevant stakeholders;
• to create a strong link between remuneration and performance, both individual and group.

For the other Directors, the Remuneration Policy takes into account the commitment required by each of them and their participation, if any, in one or more committees and it is not linked in any way to the economic results achieved by IGD.

During the Ordinary Annual General Meeting held on 18 April 2024 shareholders approved the first section of the Report on the Remuneration Policy and Compensations Paid, which describes the Company’s policy with respect to the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of managers with strategic responsibilities for financial year 2024, as well as the procedures used to adopt and implement the said policy.

During the Ordinary Annual General Meeting shareholders also approved the second section of the Report on the Remuneration Policy and Compensations Paid, which is subject to the non-binding resolution of the Shareholders’ Meeting. The second section contains information about the compensation paid to the members of the Board of Directors, of the Board of Statutory Auditors and to managers with strategic responsibilities (shown as an aggregate) referring to financial year 2023 or related to same.

Compensation paid in 2023

CHAIRMAN

The Chairman’s remuneration is not tied to the Company’s economic results and, therefore, is comprised solely of a fixed component made up of:

• a yearly gross salary of €20,000.00 for acting as a member of the Board of Directors, as resolved during the Shareholders’ Meeting held on 15 April 2021, as well as;
• a yearly gross compensation of €75,000.00 for acting as Chairman, as resolved during the Board of Directors meetings held on 20 April 2021.

No termination allowances will be recognized in the event
the Chairship is terminated.

VICE CHAIRMAN

The Vice Chairman’s remuneration is not tied to the Company’s economic results and, therefore, is comprised solely of a fixed component made up of:

• a yearly gross salary of €20,000.00 for acting as a member of the Board of Directors, as resolved during the Shareholders’ Meeting held on 15 April 2021;
• a compensation of €25,000,00 for acting as Vice Chairman paid, as resolved during the Board of Directors meeting held on 20 April 2021.

No termination allowances will be recognized in the event
the Vice Chairship is terminated.

CHIEF EXECUTIVE OFFICER

The remuneration of the Chief Executive Officer is made up of:

1. A fixed component made up as follows:

• a yearly gross salary of €20,000.00 for acting as a member of the Board of Directors, as resolved during the Shareholders’ Meeting held on 15 April 2021 and consistent with the resolution approved during the AGM held on 1 June 2018;
• a yearly gross salary of €300,000.00 for acting as Chief Executive Officer, as resolved during the Board of Directors
  meeting held on 20 April 2021 and consistent with the resolution approved during the meeting of 6 June 2018.

2. A variable component, linked to achieving certain performance targets by IGD, made up as follows:

• a short term variable component: equal to 60% of the total variable compensation – set at a maximum of 30% of the fixed remuneration determined by the Board of Directors.
  • Payment of this bonus is subject to achieving predetermined yearly performance targets:
    • core business consolidated EBITDA margin with a margin of plus or minus 100 bps with respect to the budget 2023 equal to 70.4% (20.8% of the variable component);
    • consolidated FFO with a margin of plus or minus 2% with respect to the budget 2023 equal to € 53.5 million (20.8% of the variable component);
  • and individual performance targets:
    • maintaining the unsolicited ESG ratings assigned by the independent agencies ISS, MSCI, Sustainalytics and Refinitiv in the prior year for 13.8% of the variable component.
    • overall improvement, with respect to the prior year, in the scores received for Section 6 (Involvement of the Board in risk strategies and governance) of the annual Board Review approved by the Company’s Board of Directors, for 4.6% of the variable component.
• a medium-long term variable component: provided in the three-year Long-Term Incentive Plan, it represent the 40% of the total variable compensation – set at a maximum of 20% of the fixed remuneration determined by the Board of Directors. Payment of this bonus is tied to achieving the three-year economic-financial and ESG targets found in the Business Plan 2022-2024, namely:
  • Loan to Value of 43%, with a margin of plus or minus 2%, for 14.3% of the variable component;
  • Minimum Total Shareholder Return of 50%, for 14.3% of the variable component;
  • Average degree to which the 41 ESG targets in the
    2022-2024 Business Plan have been achieved above
    85%, for 11.4% of the variable component
• Lastly an over-performance incentive, equal to 10% of the fixed compensation, will be paid if the Loan to Value called for at the end of the 2022 – 2024 Business Plan is below 40%, with a margin of +-2%.