Remuneration Report 2013 - en.bolzonigroup.com

1 THE BOARD OF DIRECTORS Report ON Remuneration (PREPARED IN COMPLIANCE WITH ARTICLES 123 TER OF TUF AND 84-QUATER OF RULES FOR ISSUERS IN ADDITION TO ART. 6 OF THE CODE OF CORPORATE GOVERNANCE FOR LISTED COMPANIES ISSUED BY BORSA ITALIA ) Approved by the Board of Directors of Bolzoni on March 13, 2014 2 GLOSSARY Bolzoni Bolzoni Code of Corporate Governance or Code The Code of Corporate Governance for listed companies approved December 2011 by the Committee for Corporate Governance and promoted by Borsa Italiana. Remuneration Committee or Committee The Remuneration Committee formed by Bolzoni in compliance with the Code.

2 Board of Directors or Board Bolzoni s Board of Directors. Board of Statutory Auditors Bolzoni s Board of Statutory Auditors. Managers with Strategic Responsibilities Any Managers, as under art. 65, paragraph 1-quater, of Rules for Issuers, and appendix 1 of Consob Ruling resolution n 17221 dated e subsequent modifications and completed, identified by the Board of Directors. Group Bolzoni and the companies under its control as established under art. 93 of TUF Instructions to Borsa s Regulations The Instructions to Regulations for Markets organized and managed by Borsa Italiana Remuneration policy The Remuneration policy approved by the Board of Directors on March 13, 2014, described in Section I of this Report .

3 Regulations of the Committee The Regulations of the Remuneration Committee. Rules for Issuers Rules issued by Consob on May 14, 1999 with resolution n 11971 regarding Issuers, and subsequently amended and completed. Report This Remuneration Report prepared in accordance with articles 123-ter of TUF and 84-quater of Rules for Issuers in addition to art. 6 of the Code. Company or Issuer Bolzoni TUF The Legislative Decree n 58 passed on February 24, 1998 and subsequently amended and completed 3 INDEX Introduction p. 4 SECTION I: Remuneration policy p. 4 1. Procedures employed for adoption and implementation of the Remuneration policy p.

4 4 2. The Remuneration Committee and its role p. 4 3. Aims and principles of the Remuneration policy p. 6 4. Remuneration components p. 6 Remuneration of directors vested with special offices p. 6 Remuneration of non-executive directors p. 7 Remuneration of the Board of Statutory Auditors p. 8 5. policy adopted for non-monetary benefits p. 8 6. Vesting period, possible deferred payment systems, with indications of deferred periods and the criteria employed for establishing these periods and, if contemplated, the mechanisms for correction ex post. p. 8 7. Disclosure on possible clauses for maintaining financial instruments in portfolio after their purchase, including indications on maintenance periods and criteria used for determining these periods p.

5 8 8. policy regarding payments established in the event of termination of the office or of the employment contract p. 8 9. Indications on possible use of other companies retribution policies as a reference p. 8 SECTION II COMPENSATION RECEIVED DURING FINANCIAL YEAR 2013 BY THE MEMBERS OF THE BOARD OF DIRECTORS, OF THE BOARD OF STATUTORY AUDITORS p. 9 PART 1 ITEMS MAKING UP THE Remuneration p. 9 Board of Directors p. 9 Board of Statutory Auditors p. 10 Agreements which foresee an indemnity in the event of early termination of office p. 10 PART 2 - TABLES p. 11 SECTION III: INFORMATION ON INVESTMENTS OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE STATUTORY BOARD OF AUDITORS p.

6 16 4 Introduction This Report has been drawn up and approved by the Board of Directors, on 13 March 2014, pursuant to article 123 ter of the n 58 dated 24 February 1998 ( TUF ) and article 84-quater of the Rules for Issuers, to illustrate to Shareholders the Remuneration policy for the members of the administrative bodies, general managers and first level managers (the Remuneration policy ). Following the request by Borsa Italiana and the resulting in-depth analysis, in 2013 Bolzoni reconsidered the role of all its managers, with regards to the definition and categories established by the regulations in force on the subject of Remuneration .

7 As a result of the controls made with the help of the Remuneration Committee, the Company reached the decision to circumscribe the qualification of Managers with strategic responsibilities only to the members of its Board of Directors. While highlighting the fundamental role of the other Group managers, traditionally known as First level managers , it was ascertained that they do not exercise, directly or indirectly, powers and responsibilities on the planning, management and control of the corporate and group activities but hold an executive and implemental role, even though at a top level. In this way, neither the dispositions of the law, nor the recommendations in the Code of governance for Managers with strategic responsibilities are applicable to the first level managers of Bolzoni The absence of disclosure in this document, with respect to the same Report prepared last year, is therefore due to the above mentioned and described reassessment.

8 SECTION I: Remuneration policy 1. Procedures employed for the adoption and implementation of the Remuneration policy As established under article 18 of the company bylaws, the Shareholders Assembly, on the appointment of a new Board of Directors, approves the overall annual Remuneration for Directors and each year takes a non-binding vote on the Remuneration policy proposed by the Board of Directors. Once the opinion of the Board of Statutory Auditors has been acquired, within the framework established by the Shareholders Assembly, the Board of Directors implements the Remuneration policy based on the proposal by the Remuneration Committee (cf.)

9 Below under Paragraph 2). The Remuneration policy , as described in this section of the Report , is submitted each year to the non-binding approval by the Shareholders Assembly called pursuant to art. 2364 of the civil code. 2. The Remuneration Committee and its role The Remuneration Committee is composed of two independent directors Raimondo Cinti and Giovanni Salsi and a non-executive director: Pierluigi Magnelli. The first acts as Chairman of the Committee. Of the three components of the committee, one member possesses an adequate knowledge and experience in financial matters and retribution policies; the other two have significant know-how and experience in staff and retribution policies.

10 5 Upon invitation of the Chairman, the Chairman of the Board of Statutory Auditors attends the committee meetings, or in his absence, another statutory auditors. If other persons who are not committee members attend the meeting, this is upon invitation of the committee Chairman, in relation to particular points of discussion. The executive Directors do not attend the committee meetings when their Remuneration is being discussed. All committee meetings are regularly recorded. * * * * * * * Pursuant to art. of Code, the Remuneration Committee is vested with the following functions in relation to the Remuneration policy : - it periodically assesses the adequacy, the overall consistency and the effective application of the Remuneration policy for directors and managers with strategic responsibilities, on the basis of information provided by the managing directors; it periodically formulates proposals to the board of directors on this subject.