“Report on the Compensation of Directors, the General .... Executives with Strategic Responsibilities 10 4. Balancing Compensation Components 10 5. Components of the Compensation

“Report on the Compensation of Directors, the General Manager and Executives with Strategic

Responsibilities”

Parmalat Spa Head Office: 4 Via delle Nazioni Unite, 43044 Collecchio (Parma) Italy – Tel. +39.0521.8081 Fax +39.0521.808322 Share Capital €1,762,674,480 fully paid-in – Parma R.E.A. No. 228069 – Parma Company Register No. 04030970968

Tax I.D. and VAT No. 04030970968 – Company subject to oversight and coordination by B.S.A. S.A. 2

Contents

SECTION I 3

1. Introduction 3 1.1. The Governance Model 3

1.2. Process to Define and Approve the Compensation Policy 4

1.3. Role of the Nominating and Compensation Committee 5

2. Guiding Principles of the Compensation Policy 6 2.1. Objectives of the Compensation Policy 6

2.2. Criteria Used to Define Compensation 7

3. Structure of the Compensation Packages 8 3.1. Members of the Board of Directors 8

3.2. Chief Executive Officer 9

3.3. Executives with Strategic Responsibilities 10

4. Balancing Compensation Components 10

5. Components of the Compensation Package for Top Management 11 5.1. Fixed Compensation 11

5.2. Annual Variable Compensation 11

5.2.1. Foreword 11

5.2.2. Structure and Operating Mechanism 12

5.3. Long-term Incentive Plan 13

5.4. Benefits 15

6. Individual Contracts and Treatment Provided Upon Termination of the Employment Relationship/Administration 16

7. Policy Implementation Process 16 7.1. Description of the Main Company Reward Processes 16

SECTION II 17

TABLE 1: Compensation Paid to Directors, Statutory Auditors, General Managers and Other Executives with Strategic Responsibilities 20



SECTION I

1. Introduction

1.1. The Governance Model

Parmalat S.p.A. is managed by a Board of Directors comprised of 11 (eleven) Directors elected through slate voting.

The Board of Directors currently in office was elected by the Shareholders’ Meeting of May 31, 2012 for a term of office ending with the Shareholders’ Meeting convened to approve the financial statements at December 31, 2014. Its members are:

Director Post held at Parmalat

Committee Assignments

Nominating and Compensation

Committee

Internal Control, Risk Management and

Corporate Governance Committee

Litigation Committee

Francesco Tatò Chairman (independent)

x

Yvon Guérin Chief Executive Officer

Antonio Sala Director x

Marco Reboa Independent Director

x

Francesco Gatti Director

Daniel Jaouen Director

Marco Jesi Independent Director

x

Riccardo Zingales Independent Director

x x

Gabriella Chersicla Deputy Chairperson Independent Director

x x

Umberto Mosetti Independent Director

x

Antonio Aristide Mastrangelo

Independent Director

x x



As of the end of the reporting period, Parmalat’s Executives with Strategic Responsibilities included, in addition to the Chief Executive Officer, the following managers:

- Antonio Vanoli, General Manager and Chief Operating Officer

- Pierluigi Bonavita, Group Chief Financial Officer

- Paolo Tanghetti, Group HR Director

- Giuseppina Corsi, General Counsel

1.2. Process to Define and Approve the Compensation Policy

The Nominating and Compensation Committee submits the compensation policy to the Board of Directors for approval. The Board of Directors, after reviewing and approving the compensation

policy, submits it to the Shareholders’ Meeting for a consultative vote.

The compensation policy, as approved by the Board of Directors, defines the principles and

guidelines that:

- the Board of Directors is required to follow in defining the compensations of:

o the members of the Board of Directors and, specifically, Directors who perform special functions;

o the Executives with Strategic Responsibilities;

- the Group uses as a reference in defining the compensation of top management.

As part of the process of defining the compensation policy, the Company analyzes and monitors on an ongoing basis market practices and compensation levels, based on data supplied by outside experts on an aggregate basis, without making specific references to other companies. As a rule,

independent experts contribute to the policy’s development.

The compensation policy was prepared consistent with the recommendations of Article 6 of the Corporate Governance Code for Listed Companies published by Borsa Italiana S.p.A. This Compensation Report was prepared in accordance with the provisions set forth in the document published by the Consob to implement Article 123-ter of Legislative Decree No. 58/1998, which deals with transparency issues concerning the compensation of Directors of listed companies.



1.3. Role of the Nominating and Compensation Committee

The Nominating and Compensation Committee currently in office, appointed by the Board of Directors on May 31, 2012, is comprised of three non-executive, independent Directors. This Committee performs a proposal-making function. More specifically:

- It submits proposals to the Board of Directors regarding the appointment of a Chief Executive Officer and the names of Directors to be coopted by the Board, when necessary, as well as proposals regarding the compensation of Directors who perform special functions. A portion of the overall compensation paid to the abovementioned individuals may be tied to the operating performance of the Company and the Group and may be based on the achievement of specific predetermined targets.

- At the request of the Chief Executive Officer, it evaluates proposals for the appointment and compensation of Chief Executive Officers and Board Chairmen of the main subsidiaries. A portion of the overall compensation paid to the abovementioned individuals may be tied to the operating performance of the Company and the Group and may be based on the achievement of specific predetermined targets. In performing this task, the Committee may request the input of the Group Human Resources Manager.

- At the request of the Chief Executive Officer, it defines the parameters used to determine the compensation criteria applicable to the Company’s senior management and the adoption of stock option plans and plans for grants of shares of stock or other financial instruments that may be used to incentivize and increase the loyalty of senior management. In performing this task, the Committee may request the input of the Group Human Resources Manager.

On January, 27, 2012, the Board of Directors of Parmalat S.p.A. appointed a Nominating and Compensation Committee that remained in office up to the Shareholders’ Meeting of May 31, 2012. This Committee was comprised of three non-executive, independent Directors: Gaetano Mele (Chairman), Marco Jesi and Ferdinando Grimaldi Quartieri.

On May 31, 2012, the new Board of Directors of Parmalat S.p.A. (elected by the Shareholders’ Meeting on May 31, 2012) appointed a new Nominating and Compensation Committee comprised of the following three non-executive, independent Directors: Marco Jesi (Chairman), Riccardo Zingales and Umberto Mosetti.

In 2012, the Nominating and Compensation Committee met 6 (six) times, including 1 (one) meeting by the old Committee, attended by all Committee members, and 5 (five) meetings by the Committee appointed on May 31, 2012, attended by all Committee members.



Minutes were kept of each Committee meeting. A breakdown of the attendance at Committee meetings is provided below:

Committee in office from January 27, 2012 to May 31, 2012

Members of the old Committee Number of Committee meetings attended in 2012

Attendance percentage

Gaetano Mele 1 100 Marco Jesi 1 100 Ferdinando Grimaldi Quartieri 1 100 The previous Committee, in office from January 1, 2012 to January 27, 2012, held no meetings in 2012.

Committee appointed on May 31, 2012:

Members of the Committee Number of Committee meetings attended in 2012

Attendance percentage

Marco Jesi 5 100 Umberto Mosetti 5 100 Riccardo Zingales 5 100

2. Guiding Principles of the Compensation Policy

2.1. Objectives of the Compensation Policy

The definition of a compensation policy has always been a priority for the Group, which, as early as April 2004, was already defining the basic tools needed to implement a policy in line with best practices.

The Group’s approach to compensation is focused on performance, awareness of market trends and alignment with the business strategy, in the interest of its stakeholders over the medium and long term.

The cornerstones of the Group’s Compensation Policy are:

- Clear and transparent governance;

- Compliance wit the principles of the Corporate Governance Code;

- Monitoring of market trends and practices;

- Alignment of compensation sustainability with result sustainability;



- Motivation and loyalty development of all employees, with special emphasis on strategic resources.

These cornerstone principles are also applied to define the compensation of Executives with Strategic Responsibilities.

Accordingly, the main objectives of the compensation policy of top management are:

- Attract, motivate and retain the needed professional skills;

- Promote the growth of shareholder value;

- Promote sustainability over the medium/long term, with special emphasis on the interest of all stakeholders;

- Ensure that there is a correlation between compensation and actual performance, both by the Company and its managers.

Insofar as balancing fixed and variable compensation components is concerned, the compensation policy of top management reflects the risk profile of the Company, whose main objective consist essentially of pursuing growth both organically and through acquisitions, with the restrictions of avoiding the dilution of profitability and maintaining a strong financial position. Considering these elements, in conjunction with the low cyclicality of its industry and the consumption of food products and other consumer goods, Parmalat chose not to excessively emphasize the variable component of the compensation mix.

Specifically with regard to Article 6 of the Corporate Governance Code for Listed Companies (Paragraphs 6.P.2 and 6.C.1), considering the risk profile of the Company and its industry and its strategic objectives, Parmalat believes that it should not excessively emphasize the variable component of the compensation package. Moreover, given the limits placed on the variable compensation amount, it does not believe that it should adopt deferral mechanisms for the variable component vested annually.

2.2. Criteria Used to Define Compensation

The criteria used to define the compensation of top management, consistent with the Group’s compensation policy, are:

- Market practices and compensation levels and internal compensation levels, with the aim of ensuring external and internal compensation fairness; the Company pursues this objective with the support of specialized independent consultants;



- The Company’s performance, to ensure that compensation sustainability is aligned with result sustainability;

- Personal impact, personal performance in terms of function delivery and target achievement, and assessment of the required leadership and technical competencies;

- Compliance with the Company’s Code of Conduct and constant support of the Group’s values.

The following significant changes were made to the compensation policies compared with the previous reporting year:

- Revision of the compensation awarded to members of the Board of Directors and elimination of the previous configuration with a fixed portion and a variable portion, the latter proportionate to meeting attendance.

- Update of the list of Executives with Strategic Responsibilities to take into account recent organizational changes.

- Revision of the annual incentive scheme (Management Incentive Program – MIP) for the Group’s Chief Executive Officer, the Group’s top management and members of the Country Executive Committees. The main changes to the system are summarized below:

o Raising of the “gate” target that triggers the activation of the incentive system;

o Revision of the incentivization curve.

- Introduction of a new long-term cash incentive system (Long-term Incentive Plan) for the Group’s Chief Executive Officer and a select number of top managers.

In 2013, in keeping with the compensation policies defined in 2012, Parmalat S.p.A. relied on the support of a specialized independent company for the preparation of this Compensation Report.

3. Structure of the Compensation Packages

3.1. Members of the Board of Directors

The compensation of non-executive Directors is commensurate with the commitment required of each one of them, taking also into account their service on one or more committees.

The compensation of Directors is determined by the Shareholders’ Meeting and, pursuant to Article 19 of the Bylaws, it does not change until a new resolution is adopted by the Shareholders’ Meeting.



The Shareholders’ Meeting determined the total compensation of the Board of Directors, which includes the individual compensation of Directors who perform special functions, pursuant to the Bylaws.

The Board of Directors, taking into account the input of the Board of Statutory Auditors, if required, decides the allocation of the total compensation among its members. Directors are entitled to be reimbursed for expenses incurred to perform the tasks assigned to them.

On May 31, 2012, the Shareholders’ Meeting approved a resolution concerning the compensation awarded to the Board of Directors, which was set at 2,000,000 euros for the entire Board.

The Board of Directors allocated this amount as follows:

- To each Director a fixed annual compensation of 50,000.00 euros;

- To the Chairman, an additional annual compensation of 350,000.00 euros;

- To the Chief Executive Officer:

a fixed annual compensation of 650,000.00 euros, which includes the compensation for serving as a Director, payable monthly;

a variable compensation of 325,000.00 euros tied to the achievement of predetermined and measurable targets;

additional cash compensation and fringe benefits totaling 175,000.00 euros.

Directors who serve on internal Board Committees were awarded an additional variable compensation, based on their actual attendance at meetings of the internal Board committees, in the amount of 3,900 euros per meeting for each committee member and 6,500 euros per meeting for the Committee Chairman.

3.2. Chief Executive Officer

The compensation package of the Chief Executive Officer includes the following:

- Fixed compensation for serving as a Director;

- Fixed compensation for serving as a Chief Executive Officer;

- Annual variable compensation tied to the achievement of predetermined and measurable targets;

- Long-term variable compensation tied to the creation of shareholder value over a three-year horizon;



- Additional cash compensation and fringe benefits (e.g., housing, children’ schools and social security contributions).

The current Chief Executive Officer of Parmalat S.p.A. (Yvon Guérin) remained in the employ of B.S.A. until May 31, 2012, receiving from this company a compensation commensurate with the tasks assigned to him and the activities he performed Up to the abovementioned date, the entire compensation earned for his service at Parmalat was turned over to B.S.A.

After May 31, 2012, once the transitional phase resulting from a change in stock ownership structure and corporate governance bodies was completed, no portion of the compensation paid to Mr. Guérin had to be turned over to B.S.A. In addition, the compensation package of the Chief Executive officer was redefined, based on the activities he performs and the tasks assigned to him, in line with the Group’s compensation policies.

3.3. Executives with Strategic Responsibilities

The compensation package of Executives with Strategic Responsibilities includes the following:

- Fixed compensation;

- Annual variable compensation (Management Incentive Program or “MIP”) tied to the achievement of predetermined and measurable objectives;

- Long-term variable compensation tied to the achievement of economic and financial targets measured over a three-year horizon. At this point, this component is offered only to the Group Chief Financial Officer.

- Additional benefits, as described in Paragraph 5.4 below.

Because he was appointed Corporate Accounting Documents Officer, the Group Chief Financial Officer is not eligible for inclusion in the Management Incentive Program (MIP).

4. Balancing Compensation Components

The main compensation tools used by the Parmalat Group are: fixed compensation, short-term incentives, long-term incentives and benefits.

The approach to total employee compensation is based on a balanced package of fixed and variable, cash components and fringe benefits that takes into account the Company’s strategic objectives and risk profile. Specifically, given the business sector in which Parmalat operates and the characteristics of its activities:



- The amount of the variable compensation is tied to the achievement of specific Company and personal performance targets.

- These targets, which are specified and determined in advance, are directly linked to the process of defining Company objectives.

- The variable component has a relatively small weight within the overall package. The fixed component is sufficiently large, in case no annual variable component is paid, due to the failure to achieve the performance targets. This approach facilitates focusing the beneficiaries not only on short-term objectives, but also on value creation over the medium and long term.

- The variable compensation structure calls for payments to be made once a minimum performance threshold, equal to at least 90% of the target, is achieved. If the targets of the budget approved by the Board of Directors are achieved, the target amount (100%) is paid. Additional payments of up to 150% of the target amount are paid for performances that are equal to or greater than 120% of the assigned target.

- Parmalat adopted a total performance assessment system that takes into account: the achievement of personal objectives, the performance in performing one’s functions, and technical and managerial competencies, which includes embracing Parmalat’s values.

5. Components of the Compensation Package for Top Management

5.1. Fixed Compensation

The fixed component represents the preponderant portion of the compensation package. It is closely correlated with the position held by a person within the organization and remunerates the responsibilities entailed by that position. It is related to the excellence and quality of the individual contribution.

The amount of the fixed compensation awarded to each Director and Executive with Strategic Responsibilities is reviewed annually, in accordance with the criteria and methods illustrated in Paragraphs 2 and 7.

5.2. Annual Variable Compensation

5.2.1. Foreword

The variable component of the compensation is aimed at promoting the achievement of outstanding results, establishing a beneficial linkage between compensation and performance.



The fundamental objectives of the Management Incentive Program are:

- To create a single reward system for all Group subsidiaries;

- To foster the development of the Company’s top performers;

- To create a compensation system that enhances the Group’s competitiveness.

Within Parmalat’s Management Incentive Program, a target is conceived as a system of results that must be achieved.

In order to effectively function as a performance incentive, each target must be “S.M.A.R.T.”:

- Specific – defined in a clear and unambiguous manner;

- Measurable – measured by means of objective indicators;

- Achievable – ambitious and challenging, but nevertheless perceived as achievable;

- Relevant – directly related to the Company’s medium/long-term strategy;

- Time-framed – defined within a predetermined time horizon.

5.2.2. Structure and Operating Mechanism

According to the program, each of the Group’s Executive Directors and Executives with Strategic Responsibilities must be assigned:

- Group economic and financial targets:

o Group Net Sales

o Group EBITDA

o Group Working Capital

o Group Cash Flow

- Departmental/Personal targets.

The bonuses provided for achieving each target are stated as a percentage of the fixed compensation and are paid in cash. The target variable compensation can range between 20% and 50% of the fixed compensation, depending on the post held.

The variable compensation structure calls for payments to be made once a minimum performance threshold, equal to at least 90% of the target, is achieved. If the targets of the budget approved by the Board of Directors are achieved, the target amount (100%) is paid. Additional payments of up to



150% of the target amount are paid for performances that are equal to or greater than 120% of the assigned target.

The relationship between performance and bonus is represented by the incentivization curve shown in the chart that follows.

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

150%

160%

80% 90% 100% 110% 120% 130%

Bonus paidvs.

target bonus

Actual performance vs. target performance (%)

In addition, minimum performance thresholds (“Group Gate” or “Country Gate”) tied to Group EBITDA and Operating Company EBITDA have been established. If these thresholds are not reached, no incentive will be paid.

5.3. Long-term Incentive Plan

In 2010, the Group introduced a three-year incentive plan called Long-term Incentive Plan. The Plan’s beneficiaries were the Chief Executive Officers of some Pertinent Companies of the Parmalat Group.

It was a three-year plan that called for the payment of a cash bonus, stated as a percentage of the gross annual fixed compensation, upon the achievement of specific Group and country targets.



The Plan’s performance indicators were:

- Cumulative Group EBITDA for the 2010-2012 Period;

- Cumulative country EBITDA for the 2010-2012 Period;

This Plan ran it course at the end of 2012.

In 2012, the Nominating and Compensation Committee, with the support of the Group Human Resources Department, developed a new Long-term Incentive Plan that was approved by the Shareholders’ Meeting on April 22, 2013 and will be introduced in 2013. This plan has the following objectives:

- Have top management focus on medium/long-term objectives (three years), consistent with an approach based on performance sustainability;

- Align top management’s interest with that of the shareholders;

- Strengthen the retention policies for key resources, introducing a factor that brings the compensation package more in line with market practice;

- Make the Group’s compensation policies more consistent with the guidelines of the Corporate Governance Code for Listed Companies (Article 6) with regard to the incentive systems for Executive Directors and Executives with Strategic Responsibilities.

The Plan calls for awarding to each beneficiary the right to receive a sum of money conditional both on reaching the Plan access threshold and achieving the performance targets for the three-year period from 2013 to 2015.

The beneficiaries were selected by the Board of Directors, upon a recommendation by the Chief Executive Officer and the Nominating and Compensation Committee, from among the top managers who performs the strategically more relevant functions at the Company and its subsidiaries, which have a material impact on value creation for the Company and its shareholders. The following nine participants were enrolled in the Plan in 2013:

- The Chief Executive Officer of the Parmalat Group;

- The Group Chief Financial Officer;

- Certain select Corporate Department Managers of the Parmalat Group;

- Certain select Chief Executive Officer of the Pertinent Companies of the Parmalat Group.



The actual award of the three-year bonus is conditional, in addition to reaching the three-year EBITDA Plan access threshold for the Parmalat Group and the individual subsidiaries, on the achievement of the following specific performance targets:

a) Cumulative EBITDA for the 2013-2015 three-year period compared with the cumulative EBITDA target of the 2013-2015 Three-year Plan;

b) Net Sales at the end of the Three-year Plan (Net Sales amount for 2015) compared with the 2015 Net Sales target of the 2013-2015 Three-year Plan

c) Parmalat’s Total Shareholder Return (TSR) benchmarked against the performance of this indicator for the companies included in the STOXX Europe 600 Food & Beverage Index during the period from January 1, 2013 to December 31, 2015.

The bonus amounts for indicators a) and b) will be awarded if a minimum level of performance (90% of the assigned target) is achieved, corresponding to a bonus equal to 65% of the bonus allocated for achieving the target (100%). The achievement of the maximum target (120% of the assigned target) will result in the payment of a bonus equal to 150% of the bonus allocated for achieving the target (100%). For performances falling between the minimum and the target or between the target and the maximum, the bonus will be determined by linear interpolation.

As for the component of the bonus tied to the TSR (c), 100% of the bonus will be paid if Parmalat’s TSR is higher than the median for the benchmark panel. If Parmalat’s TSR is higher than the third quartile of the benchmark panel, the bonus paid (maximum bonus) will be equal to 150% of the target bonus.

5.4. Benefits

A set of fringe benefits completes the total compensation package, aligning internal fairness with external competitiveness. The main benefits offered include

- A Company car; - Health insurance coverage in excess of the requirements of the applicable National

Collective Bargaining Agreement (manufacturing sector managers); - Housing upon relocation.



6. Individual Contracts and Treatment Provided Upon Termination of the Employment Relationship/Administration

No agreement have been executed by Parmalat and its Directors calling for the payment of an indemnity in the event of resignation or firing/dismissal without cause or if the relationship ends due to a tender offer.

Currently, no indemnity is provided for the dismissal from an office or the termination of the employment relationship for Executives with Strategic Responsibilities. As a rule, the Company does not enter into agreements that regulate ex ante the early termination of an employment relationship by the Company or the person involved, without prejudice, in all cases, to the applicable obligations pursuant to law and/or the relevant National Collective Bargaining Agreement.

In addition, Parmalat S.p.A. has the option of executing a non-compete agreement with its Directors, Executives with Strategic Responsibilities and senior managers, at the end of their term of office or employment relationship. Pursuant to law and in accordance with practice, these agreements may call for the payment of a consideration based on the gross annual compensation and related to the length and scope of the restrictions imposed by the agreement. These restrictions apply to the business sector within which the Group operates at the time the agreement is executed and to the Group’s geographic footprint. The scope varies depending on the office held at the time

the employment relationship is terminated, usually not more than one year’s compensation.

7. Policy Implementation Process

7.1. Description of the Main Company Reward Processes

The Annual Salary Revision Plan is prepared and communicated annually to the Group Human Resources Department, concurrently with the budget, of which it is an integral part. With regard to Executives with Strategic Responsibilities, the Chief Executive Officer, based on the criteria defined in Item 2, determines fixed compensation increases.

The annual Management Incentive Program (“MIP”), which constitutes the variable portion of the compensation system, calls for the payment of a variable compensation tied to the achievement of economic and financial targets and personal targets assigned annually to the beneficiaries of the Management Incentive Program, including Executives with Strategic Responsibilities.

Each year, the Chief Executive Officer defines the individual targets of Executives with Strategic Responsibilities, consistent with the budget approved by the Board of Directors.



SECTION II

This section of the Report lists the items of which the compensation of Directors and Executives with Strategic responsibilities is comprised, with the aim of showing that they are consistent with the general policy described in Section I.

Chairman of the Board of Directors

Francesco Tatò received a gross compensation of 350,000 euros as consideration for his service as Chairman of the Board of Directors during the period from January 1, 2012 to December 31, 2012, broken down as follows:

- 116,667 euros for the period from January 1, 2012 to May 31, 2012;

- 233,333 euros for the period from June 1, 2012 to December 31, 2012. In addition to this portion of his compensation, Mr. Tatò earned, as consideration for his service as Chairman of the Litigation Committee, the amount of 13,000 euros, determined based on his actual meeting attendance.

Chief Executive Officer

Yvon Guérin received a gross compensation of 600,000 euros as consideration for his service in this post during the period from January 1, 2012 to December 31, 2012, broken down as follows:

- 220,833 euros for the period from January 1, 2012 to May 31, 2012; this amount was paid to B.S.A. due to the fact that he was an employee of B.S.A.

- 379,167 for the period from June 1, 2012 to December 31, 2012.

In addition to the abovementioned amount, Mr. Guérin will receive 308,750 euros, out of a potential total of 325,000 euros for achieving the assigned targets in 2012.

Lastly, Yvon Guérin received gross compensation of 102,083 euros, out of a total available amount of 175,00 euros, for fringe benefits, such as housing, schools for his children and social security contributions paid by the Company.

Non-executive Directors

Nigel William Cooper, Ferdinando Grimaldi Quartieri and Gaetano Mele received the compensation provided by the Compensation Policy for the post of Director, which they held



during the period from January 1, 2012 to May 31, 2012, plus the amounts provided for any services on the internal committees of the Board of Directors.

Gabriella Chersicla (Non-executive Deputy Chairperson), Antonio Aristide Mastrangelo and Umberto Mosetti received the compensation provided by the Compensation Policy for the post of Director, which they held during the period from May 31, 2012 to December 31, 2012, plus the amounts provided for any services on the internal committees of the Board of Directors.

Francesco Gatti, Daniel Jaouen, Marco Jesi, Marco Reboa, Antonio Sala and Riccardo Zingales received the compensation provided by the Compensation Policy for the post of Director, which they held during the period from January 1, 2012 to December 31, 2012, plus the amounts provided for any services on the internal committees of the Board of Directors.

Statutory Auditors

Mario Stella Richter earned a gross compensation of 65,000 euros as consideration for his service as Chairman of the Board of Statutory Auditors for the period from January 1, 2012 to December 27, 2012.

Michele Rutigliano, appointed Chairman of the Board of Statutory Auditors on December 27, 2012, received no compensation in 2012.

Alfredo Malguzzi earned a gross compensation of 45,000 euros as consideration for his service on the Board of Statutory Auditors, for the period from January 1, 2012 to December 31, 2012.

Roberto Cravero earned a gross compensation of 45,000 euros as consideration for his service on the Board of Statutory Auditors, for the period from January 1, 2012 to December 31, 2012, and compensation of 13,000 euros for service on the Oversight Board in 2012.

Andrea Lionzo earned a gross compensation of 18,000 euros for service on the Oversight Board in 2012.

General Manager

Antonio Vanoli received a gross compensation of 1,000,000 euros as consideration for his service during the full 2012 reporting year. In 2012, Mr. Vanoli also received a bonus of 250,000 euros for overachievement of the assigned targets for the 2011 reporting year. It is estimated that in 2013 a bonus in the amount of 230,000 euros will be disbursed for achieving the assigned targets for 2012.

Lastly, his compensation includes a fringe benefit package valued at 7,631.38 euros.



Executives with Strategic Responsibilities

Executives with Strategic Responsibilities received, in the aggregate, gross compensation of 702,144.13 euros for performing the tasks assigned to them in 2012. In addition, they received a total amount of 63,159 euros in bonuses for achieving their assigned targets for 2011 and fringe benefits valued, in the aggregate, at 24,480.97 euros. It is estimated that in 2013 a bonus in the amount of 100,500 euros will be disbursed for achieving the assigned targets for 2012.

20

TABLE 1: Compensation Paid to Directors, Statutory Auditors, General Managers and Other Executives with Strategic Responsibilities

(compensations is recognized on a cash basis and not on an accrual basis)

First and last name

Post held Period during which the post

was held

End of term of office

Fixed compensation Compensation for service on Board

Committees

Variable non-equity compensation Fringe benefits

Other compensation

Total Fair value of

equity compensation

End-of-service or employment

termination indemnity

Bonuses and other incentives

Profit sharing

Francesco Tatò

Chairman 1/1/12 – 12/31/12

Shareholders’ Meeting to approve financial statements

at 12/31/14

I) Compensation at the company preparing the financial statements 350,000 13,000 363,000

(II) Compensation from subsidiaries and affiliated companies 0

(III) Total 350,000 13,000 363,000

Notes

Including: - 116,667 euros as compensation for serving as Chairman for the reporting period from 1/1/12 to 5/31/12 - 233,333 euros as compensation for serving as Chairman for the reporting period from 6/1/12 to 12/31/12

- 13,000 euros for serving as Chairman of the Litigation Committee for the reporting period from 6/1/12 to 12/31/12

Yvon Guérin Chief Executive

Officer 1/1/12 – 12/31/12


at 12/31/14

I) Compensation at the company preparing the financial statements 600,000 325,000 102,083 1,027,083


(III) Total 600,000 325,000 102,083 1,027,083

Notes

Including: - 220,833 euros as compensation for serving as CEO for the reporting period from 1/1/12 to 5/31/12; this amount was paid to B.S.A - 379,167 euros as compensation for serving as CEO for the reporting period from 6/1/12 to 12/31/12

The amount payable for achieving the 2012 targets is 308,750 euros

- 102,083 euros budgeted for the reporting period from 6/1/12 to 12/31/12 for cash benefits and fringe benefits.

21

First and last name


was held End of term of office Fixed compensation

Compensation for service on Board

Committees

Variable non-equity compensation

Fringe benefits Other

compensa-tion

Total Fair value of

equity compensation

End-of-service or

employment termination indemnity

Bonuses and other

incentives Profit sharing

Gabriella Chersicla

Director 5/31/12 – 12/31/12


at 12/31/14

I) Compensation at the company preparing the financial statements 29,167 27,300 56,467 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 29,167 27,300 56,467

Notes

Including: - 29,167 euros for serving as Director for the reporting period from 6/1/12 to 12/31/12

Including: - 7,800 euros for serving on the Litigation Committee for the reporting period from 6/1/12 to 12/31/12 -19,500 euros for serving on the Internal Control and Corporate Governance Committee for the reporting period from 6/1/12 to 12/31/12

Nigel William Cooper

Director 1/1/12 – 5/31/12 5/31/12


(III) Total 20,833 42,900 63,733

Notes

Including: - 12,500 euros for serving as Director for the reporting period from 1/1/12 to 5/31/12 - 8,333 euros for the variable portion tied to attendance at Board meetings for the reporting period from 1/1/12 to 5/31/12 (annual amount 20,000 euros)

- 42,900 euros for serving on the Internal Control and Corporate Governance Committee for the reporting period from1/1/12 to 5/31/12

First and last Post held Period during End of term of Fixed compensation Compensation for Variable non-equity compensation Fringe Other Total Fair value of End-of-service

22

name which the post was held

office service on Board Committees

Bonuses and other incentives

Profit sharing benefits compensation equity

compensation or employment


Francesco Gatti

Director 1/1/12 – 12/31/12


at 12/31/14

I) Compensation at the company preparing the financial statements 41,666 (1) 41,666


(III) Total 41,666 41,666

Notes

Including: - 12,500 euros for serving as Director for the reporting period from 1/1/12 to 5/31/12 - 29,166 euros for serving as Director for the reporting period from 6/1/12 to 12/31/12

Ferdinando Grimaldi Quartieri

Director 1/1/12 – 5/31/12 5/31/12

I) Compensation at the company preparing the financial statements 20,833 3,900 24,733


(III) Total 20,833 3,900 24,733

Notes


Including: - 3,900 euros for serving on the Nominating and Compensation Committee for the reporting period from 1/1/12 to 5/31/12

(1) In 2012, the D’Urso Gatti Bianchi law offices, of which the Director Francesco Gatti is a partner, was paid the amount of 1,161,147 euros (including 980,000 euros in fees, 44,660 euros for social security contributions and 136,487 euros for out-of-pocket expenses) for services rendered to the Company.

23

First and last name




Committees



compensa-tion

Total Fair value of

equity compensation

End-of-service or employment


Bonuses and other


Daniel Jaouen Director 1/1/12 – 12/31/12


at 12/31/14

I) Compensation at the company preparing the financial statements 41,667 41,667 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 41,667 41,667

Notes


Marco Jesi Director 1/1/12 – 12/31/12


at 12/31/14


(III) Total 41,667 36,400 78,067

Notes


Including: - 3,900 euros for serving on the Nominating and Compensation Committee from 1/1/12 to 5/31/12 - 32,500 euros for serving as Chairman of the Nominating and Compensation Committee for the reporting period from 6/1/12 to 12/31/12

First and last Post held Period during End of term of office Fixed compensation Compensation for Variable non-equity Fringe benefits Other Total Fair value of End-of-service

24

name which the post was held

service on Board Committees

compensation compensa-tion

equity compensation

or employment termination indemnity

Bonuses and other


Antonio Aristide

Mastrangelo Director

5/31/12 – 12/31/12


at 12/31/14


(III) Total 29,167 19,500 48,667

Notes


Including: - 19,500 euros for serving on the Internal Control and Corporate Governance Committee for the reporting period from 6/1/12 to 12/31/12

Gaetano Mele Director 1/1/12 – 5/31/12 5/31/12 I) Compensation at the company preparing the financial statements 20,833 10,400 31,233 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 20,833 10,400 31,233

Notes


Including: - 3,900 euros for serving on the Litigation Committee for the reporting period from 1/1/12 to 5/31/12 - 6,500 euros for serving as Chairman of the Nominating and Compensation Committee for the reporting period from 1/1/12 to 5/31/12

25

First and last name




Committees



compensa-tion

Total Fair value of

equity compensation

End-of-service or


Bonuses and other


Umberto Mosetti

Director 5/31/12 – 12/31/12


at 12/31/14

I) Compensation at the company preparing the financial statements 29,167 19,500 48,667 (II) Compensation from subsidiaries and affiliated companies 0 (III) Total 29,167 19,500 48,667

Notes


Including: - 19,500 euros for serving on the Nominating and Compensation Committee for the reporting period from 6/1/12 to 12/31/12

Marco Reboa Director 1/1/12 – 12/31/12


at 12/31/14


(III) Total 41,667 104,000 145,667

Notes


Including: - 104,000 euros for serving as Chairman of the Internal Control and Corporate Governance Committee for the 2012 reporting year

First and last

name Post held

Period during which the post

End of term of office Fixed compensation Compensation for service on

Board Committees Variable non-equity

compensation Fringe benefits

Other compensa-

Total Fair value of

equity End-of-service or employment

26

was held Bonuses and other


tion compensation termination indemnity

Antonio Sala Director 1/1/12 – 12/31/12


at 12/31/14


(III) Total 41,667 10,400 52,067

Notes


Including - 6,500 euros for serving as Chairman of the Litigation Committee for the reporting period from 1/1/12 to 5/31/12 - 3,900 euros for serving on the Litigation Committee for the reporting period from 6/1/12 to 12/31/12

Riccardo Zingales

Director 1/1/12 – 12/31/12


at 12/31/14


(III) Total 50,000 78,000 128,000

Notes

Including: - 12,500 euros for serving as Director for the reporting period from 1/1/12 to 5/31/12 - 29,167 euros for serving as Director for the reporting period from 6/1/12 to 12/31/12 - 8,333 euros for the variable portion tied to attendance at Board meetings for the reporting period from 1/1/12 to 5/31/12 (annual amount 20,000 euros)

Including - 54,600 euros for serving on the Internal Control and Corporate Governance Committee for the reporting period from 1/1/12 to 12/31/12 - 3,900 euros for serving on the Litigation Committee for the reporting period from 1/1/12 to 5/31/12 - 19,500 euros for serving on the Nominating and Compensation Committee for the reporting period from 6/1/12 to 12/31/12

First and last

name Post held


End of term of office Fixed compensation Compensation for service on Board


Fringe benefits

Other compensa-

Total Fair value of


27

was held Committees Bonuses and other



Mario Stella Richter

Chairman of the Board of Statutory

Auditors

1/1/12 – 12/27/12

12/21/12


(III) Total 65,000 65,000

Notes

- 65,000 euros for serving as Chairman of the Board of Statutory Auditors for the 2012 reporting year

Alfredo Malguzzi

Statutory Auditor 1/1/12 – 12/31/12

Shareholders’ Meeting to approve

financial statements at 12/31/13


(III) Total 45,000 45,000

Notes

Including: - 45,000 euros for serving on the Board of Statutory Auditors for the 2012 reporting year

Roberto Cravero

Statutory Auditor 1/1/12 – 12/31/12


at 12/31/13


(III) Total 58,000 58,000

Notes

Including: - 45,000 euros for serving on the Board of Statutory Auditors for the 2012 reporting year - 13,000 for serving on the Oversight Board for the 2012 reporting year

First and last

name Post held


End of term of office Fixed compensation Compensation for service on Board


Fringe benefits

Other compensa-

Total Fair value of


28

was held Committees Bonuses and other



Michele Rutigliano

Chairman of the Board of Statutory

Auditors

12/27/12 – 12/31/12

Shareholders’ Meeting to approve

financial statements at 12/31/12

I) Compensation at the company preparing the financial statements 0 0 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 0 0

Notes

Andrea Lionzo

Chairman of the Oversight Board

1/1/12 – 12/31/12


at 12/31/14


(III) Total 18,000 18,000

Notes

- 18,000 for serving as Chairman of the Oversight Board for the 2012 reporting year

29

First and last name

Post held

Period during which the post was

held

End of term of office

Fixed compensation Compensation for service on Board

Committees Non-equity variable compensation

Fringe benefits

Other compensa-

tion Total

Fair value of equity

compensation

End-of-service or


Antonio Vanoli

General Manager 1/1/12-

12/31/12

I) Compensation at the company preparing the financial statements 1,000,000 250,000 7,631,38 1,257,631,38 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 1,000,000 250,000 7,631,38 1,257,631,38

Notes Amount attributable to 2011. The theoretical bonus for 2012 amounts to 230,000 euros

3 Executives with

Strategic Responsibilities

Name Period - Pierluigi Bonavita 1/1/12 – 12/31/12 - Paolo Tanghetti 2/10/12 – 12/31/12 - Giuseppina Corsi 3/12/12 – 12/31/12

I) Compensation at the company preparing the financial statements 702,144,13 63,159 24,480,97 789,784,1 (II) Compensation from subsidiaries and affiliated companies 0

(III) Total 702,144,13 63,159 24,480,97 789,784,1

Notes Amount attributable to 2011. The target bonus for 2012 amounts to100,500 euros