Technogym S p A : Explanatory report on proposal under point 3 of the agenda of ordinary Shareholders’ Meeting

Published: 2025-04-07 05:16:07 ET TGYM.MI

TECHNOGYM S.P.A.

REGISTERED OFFICE IN CESENA, VIA CALCINARO, 2861 SHARE CAPITAL EURO 10,066,375.00 FULLY SUBSCRIBED AND PAID IN

REGISTRATION WITH THE FORLÌ-CESENA COMPANIES' REGISTER NO. 315187 - TAXPAYER ID NUMBER 06250230965

EXPLANATORY REPORT BY THE BOARD OF DIRECTORS ON THE PROPOSAL SET OUT IN POINT

3 OF THE ORDINARY SECTION OF THE AGENDA OF THE SHAREHOLDERS' MEETING OF

TECHNOGYM S.P.A. CALLED FOR MAY 7, 2025 IN SINGLE CALL

3.

Report on the remuneration policy and the compensation paid:

3.1 approval of the first section of the report pursuant to Art. 123-ter, paragraphs 3-bis

and 3-ter of Italian Legislative Decree No. 58 of 24 February 1998;

3.2 resolutions concerning the second section of the report, pursuant to Art. 123-ter,

paragraph 6 of Italian Legislative Decree n. 58 of 24 February 1998.

Dear Shareholders,

in regard to the third item on the agenda of the Shareholders' Meeting of Technogym S.p.A. ("Technogym" or "Company"), called for May 7, 2025, it should be recalled that, in accordance with Art. 123-ter of Legislative Decree no. 58/1998, as amended, and with Art. 84-quater of CONSOB Regulation no. 11971/1999, as amended, the Company is obligated to make available to the public the Report on the remuneration policy and the compensation paid ("Report") at least twenty-one days before the date of the Shareholders' Meeting called for approval of the financial statements, at the registered office, on its own website and with the other procedures indicated in the Regulation itself. This report was approved by the Board of Directors of Technogym during the meeting of March 26, 2025.

3.1 Approval of the first section of the report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Italian Legislative Decree No. 58 of 24 February 1998.

The First Section of the Report describes the policy of the Company concerning the remuneration of the members of the administration and control bodies, the general managers and the key management in 2025, as well as the procedures used for the adoption and implementation of this policy.

Therefore, you are invited to approve, pursuant to the provisions of Par. 3-bis and 3-ter of Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998, the contents of First Section of the Report.

In the light of the above, we recommend that you adopt the following resolution:

"The Shareholders' Meeting of Technogym S.p.A.

• after reviewing First Section of the Report on the remuneration policy and the compensation paid drafted by the Board of Directors of Technogym S.p.A. pursuant to Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998, as subsequently amended and integrated, and Art. 84-quater of the Issuers' Regulation adopted by CONSOB with resolution n. 11971/1999, as subsequently amended and integrated;

• considering that, pursuant to Art. 123-ter, Par. 3-bis and 3-ter of Italian Leg. Decree n. 58, 24 February 1998, as subsequently amended and integrated, the Shareholders' Meeting is called to cast a binding vote on First Section of the Report on the remuneration policy and the compensation paid;

resolves

to approve the First Section of the Report on the remuneration policy and the compensation paid drafted pursuant to Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998 and Art. 84-quater of the Issuers' Regulation adopted by CONSOB with resolution n. 11971/1999."

3.2 Resolutions concerning the second section of the report, pursuant to Art. 123-ter, paragraph 6 of Italian Legislative Decree n. 58 of 24 February 1998.

The Second Section of the report provides (a) a description of each of the items comprising the remuneration of the members of the administration and control bodies of the Company and, in aggregate, the key managers of the Technogym Group; and (b) a detailed description (i) an individual description of the remuneration due in regard to 2024 by Technogym and its subsidiary or associated companies to the members of the administration and control bodies of Technogym and to the General Manager of the Company; and (ii) an aggregate description of the remuneration due in regard to 2024 by Technogym and its subsidiary or associated companies to the other key managers of the Technogym Group other than those indicated under (i) above.

Therefore, you are invited to express a favourable opinion, pursuant to the provisions of Par. 6 of Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998, on the contents of Second Section of the Report.

In the light of the above, we recommend that you adopt the following resolution:

"The Shareholders' Meeting of Technogym S.p.A.

• after reviewing Second Section of the Report on the remuneration policy and the compensation paid drafted by the Board of Directors of Technogym S.p.A. pursuant to Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998, as subsequently amended and integrated, and Art. 84-quater of the Issuers' Regulation adopted by CONSOB with resolution n. 11971/1999, as subsequently amended and integrated;

• considering that, pursuant to Art. 123-ter, Par. 6 of Italian Leg. Decree n. 58, 24 February 1998, as subsequently amended and integrated, the Shareholders' Meeting is called to cast a non-binding vote on Second Section of the Report on the remuneration policy and the compensation paid;

resolves

to express a vote in favour of Second Section of the Report on the remuneration policy and the compensation paid drafted pursuant to Art. 123-ter of Italian Leg. Decree n. 58, 24 February 1998 and Art. 84-quater of the Issuers' Regulation adopted by CONSOB with resolution n. 11971/1999."

on behalf of the Board of Directors

The Chairman

Nerio Alessandri

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Technogym S.p.A. published this content on April 07, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 07, 2025 at 09:15 UTC.