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 italiaNA ) Approved by the Board of Directors of Bolzoni S.p.A. on March 12, 2015
GLOSSARY Board of Directors or Board Bolzoni’s Board of Directors. Board of Statutory Auditors Bolzoni’s Board of Statutory Auditors. Bolzoni or Company or Issuer Bolzoni S.p.A. Code of Corporate Governance or Code The Code of Corporate Governance for listed companies, in the updated version approved July 2014, by the Committee for Corporate Governance and promoted by Borsa Italiana. 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 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 12.3.2010 and subsequent modifications and additions, identified by the Board of Directors. Penta Holding Penta Holding S.p.A., the company controlling Bolzoni S.p.A. Regulations of the Committee The Regulations of the Remuneration Committee. Remuneration Committee or Committee The Remuneration Committee formed by Bolzoni in compliance with the Code. Remuneration Policy The Remuneration Policy approved by the Board of Directors, described in Section I of this Report, on which the Assembly of Shareholders voted favourably on April 29, 2014 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. Rules for Issuers Rules issued by Consob on May 14, 1999 with resolution n° 11971 regarding Issuers, and subsequently amended and completed. TUF The Legislative Decree n° 58 passed on February 24, 1998 and subsequently amended and completed
Maria Gabriella Anelli Statutory Auditor 2014 Appr. 2015 finan.report 14,000 - - - - - 14,000 - - Carlo Baldi Statutory Auditor 2014 Appr. 2015 finan. report 14,000 - - - - - 14,000 - - (II) Compensation from subsidiaries and associates Emilio Bolzoni Chairman 2014 Until revoked 33,000(*) - - - - - 33,000 - - Roberto Scotti C.E.O. 2014 Until revoked 33,000(**) - - - - - 33,000 - - (III) Total Emilio Bolzoni Chairman 2014 Appr. 2014 finan.report 263,000 - - - 263,000 - - Roberto Scotti C.E.O. 2014 Appr. 2014 finan.report 263,000 - - - 263,000 - - Luigi Pisani Non-executive director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Franco Bolzoni Non-executive director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Pierluigi Magnelli Non-executive director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Davide Turco Non-executive director 2014 Resigned on 29.4.2014 9,200 - - - - 9,200 - - Karl Peter Staack Non-executive director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Raimondo Cinti Independent Director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Giovanni Salsi Independent Director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Paolo Mazzoni Independent Director 2014 Appr. 2014 finan.report 28,000 - - - - 28,000 - - Claudio Berretti Non-executive director 2014 Appr. 2014 finan.report 28,000 - - - - - 28,000 - - Giorgio Picone Chairman of Board Statutory Auditors 2014 Appr. 2015 finan.report 25,000 - - - - - 25,000 - - Maria Gabriella Anelli Statutory auditor 2014 Appr. 2015 finan.report 14,000 - - - - - 14,000 - -