Remuneration Policies

Remuneration Policy Objectives

Saipem's Remuneration Policy is consistent with the recommendations in the Code of Corporate Governance and aims to:

• align the interests of management with the priority objective of creating sustainable value for the stakeholders over the medium-long term.
• promote the corporate mission and values.
• attract, motivate and retain professional and managerial talents.
• encourage the attainment of the corporate strategic objectives.

Remuneration Policy Principles

• The remuneration structure for the Chief Executive Officer-General Manager and the other Senior Managers with Strategic Responsibilities is a balanced mix of a fixed element, commensurate with the special powers and/or responsibilities assigned, and a variable element, with a maximum limit designed to firmly link remuneration to performance targets that are actually achieved.
   
• The variable component of remuneration is more significant for executive roles characterised by a greater impact on company results and is linked to the achievement of economic, financial, business development, operational and individual objectives, defined with a view to the sustainability of results in the medium-long term, also providing for long vesting periods, in line with the medium-long term nature of the company business.
   
• The remuneration policy is consistent with market benchmarks: Senior Managers with Strategic Responsibilities were compared with similar roles in companies operating on the international market at European level, particularly in the Western European markets, in the manufacturing, construction, transportation and energy sectors.
   
• The objectives linked to variable remuneration are pre-determined, measurable and compatible with each other in order to be the determining priorities in the Company's overall performance, in line with the Strategic Plan and the expectations of the shareholders and stakeholders and promote a strong results-based orientation.
   
• Saipem has adopted “clawback” and “malus” mechanisms for all short- and long-term variable incentives that allows for the return of all forms of variable remuneration in cases of manifestly incorrect or maliciously altered data and infringements of laws and regulations, the Code of Ethics or other internal regulations.

⁽¹⁾The definition of “Senior Managers with Strategic Responsibilities” identified in Article 65, para. 1-quater, of the Issuers’ Regulation – which references Annex 1 to Consob Regulation No. 17221 dated March 12, 2010 on instructions regarding transactions with related parties, as amended – includes persons who, directly or indirectly, have the power and responsibility to plan, direct and control the activities of the Company, such as the (executive and non-executive) Board Directors of the Company. Saipem’s Senior Managers with Strategic Responsibilities other than Directors and Statutory Auditors are those persons who perform management functions and senior managers who have regular access to inside information and have the power to take management decisions that may affect the development and future prospects of the Saipem Group, as identified by the Board of Directors from time to time (10 senior managers, of which 7 effectively holding shareholdings).

⁽²⁾Number of shares held by all managers who were Senior Managers with Strategic Responsibilities during 2023.