The remuneration policies, defined in accordance with the Company's governance model and taking into account the recommendations set out in Article 5 of the Corporate Governance Code, are designed to attract, retain and motivate the best talents required to support the Group's development, recognise the responsibilities entrusted to them, encourage the achievement of corporate objectives and reward the results achieved.
More specifically, these policies contribute to aligning management's interests with the primary objective of ensuring the Company's sustainable success by increasing shareholder value over the medium to long term, while taking into account the interests of stakeholders. They also promote the achievement of sustainable and consistent results in both the short and long term, in line with the Industrial Plan, which incorporates ESG (Environmental, Social and Governance) dimensions, support the retention of key governance and business positions and, more generally, pursue the Company's vision, mission and corporate values.
Furthermore, the Company's long-term interests and the Group's risk management policy form an integral part of the Group's internal control and risk management system (described in the Corporate Governance and Ownership Structure Report pursuant to Article 123-bis of the Consolidated Law on Finance), in accordance with which the Remuneration Policy has been prepared.
In order to ensure appropriate oversight of these matters, in 2026 Iren also maintained the practice of holding a joint meeting of the Control, Risk and Sustainability Committee of IREN S.p.A., attended by the Chair and one member of the Remuneration and Appointments Committee, to review the 2026 Guidelines, within the scope of the respective responsibilities of the two Committees, prior to their submission to the Board of Directors for approval.
Within the remuneration policies, the short-term incentive scheme for IREN's Executive Directors, the Group's Key Managers with Strategic Responsibilities, as well as other personnel whose contribution is considered material to the achievement of the Group's budget objectives, is designed to reward outstanding performance, without any form of automatic recognition and only upon achievement of the assigned objectives. In particular, it aims to:
- ensure consistency with the Company's strategic objectives, thereby promoting its sustainable success;
- assess performance through quantitative and qualitative indicators directly linked to corporate performance, strategic objectives and sustainable success, in line with the Company's risk management policy;
- ensure that the variable component of remuneration remains meaningful and effectively incentivising in relation to fixed remuneration;
- avoid the adoption of remuneration mechanisms that are excessively complex and difficult to communicate and manage;
- selectively steer individual performance while ensuring the achievement of both Group and corporate objectives.
The long-term variable remuneration component—confirmed for the 2025-2027 period and, in any event, throughout the duration of the Industrial Plan through a sequence of closed-end cash-based plans, governed by regulations to be reviewed at the beginning of each three-year cycle, for Directors vested with special powers, the Group's Key Managers with Strategic Responsibilities, and other personnel whose contribution is considered material to the achievement of the objectives of the Group's 2030 Industrial Plan—is intended to:
- foster the Group's ability to create long-term value by rewarding the achievement of industrial, strategic and business objectives;
- ensure the achievement of financial and ESG objectives within a medium to long-term sustainability framework;
- strengthen beneficiaries' motivation in pursuing the strategic objectives set out in the Industrial Plan, aligning their interests with those of the Company's various stakeholders (shareholders, customers, employees, etc.);
- attract and motivate talented people by rewarding results, promoting a performance-oriented culture and recognising the virtuous behaviours adopted to achieve them;
- develop and strengthen retention policies for key corporate resources, enhancing their sense of belonging and encouraging their long-term commitment to the IREN Group;
- ensure that the pay mix (i.e. the relative weighting of fixed remuneration, short-term variable remuneration and long-term variable remuneration) remains aligned with market practices, while maintaining the principle of moderation that characterises the Company.
The 2026 Remuneration Policy also provides for the possibility, where deemed appropriate by the Company, of entering into non-compete agreements with specific managerial profiles and the Group's Key Managers with Strategic Responsibilities (including those who also serve as Executive Directors of IREN S.p.A.), with the aim of protecting the Group's information assets, know-how and strategic interests.
With regard to Non-Executive Directors and the members of the Board of Statutory Auditors, the objective of the remuneration policies is to provide Shareholders with all the information required to enable them to adopt the resolutions falling within their competence, by defining, through the appropriate corporate bodies, remuneration commensurate with the expertise, professionalism and commitment required by their roles, as well as with the Company's size, business sector and overall circumstances.The process for defining the 2026 Guidelines also took into account:
- the resolutions on Directors' remuneration adopted by the Shareholders' Meeting on 21 June 2022, with particular reference to the principles of the all-inclusive nature of remuneration, the obligation for employee Directors to remit the relevant remuneration to their employer, and the maximum remuneration amounts established for Directors vested with special powers and for the overall remuneration of the Board of Directors;
- the guidance provided by the public Shareholders regarding the individuals designated by them pursuant to the shareholders' agreements currently in force;
- the overall significance of the positions and offices under consideration;
- the findings of the benchmark analysis on the remuneration positioning of the Group's Key Managers with Strategic Responsibilities, carried out with the support of Mercer Italia, against a panel of companies comparable to IREN in terms of size, with a particular focus on the Italian utilities and energy sector and on roles with similar responsibilities and scope.
As previously reported, the expectations of the market and institutional investors regarding the remuneration policies for top management, together with relevant market best practices, were taken into consideration, including an assessment of the outcome of the Shareholders' Meeting vote on the remuneration. 2025 Remuneration Policy and 2024 Compensation Report, submitted to the Shareholders' Meeting held on 24 April 2025.
The above criteria, together with the principles adopted by the Shareholders' Meeting, have also been applied, where appropriate, in determining the remuneration of the Group's Key Managers with Strategic Responsibilities by the competent delegated corporate bodies, in accordance with the recommendations of the Corporate Governance Code.
