Biesse

Pre-Annual General Meeting Information • Mar 27, 2023

BIESSE S.P.A.

DIRECTORS' REPORT PRESENTED TO THE EXTRAORDINARY SHAREHOLDERS' MEETING OF BIESSE S.P.A. AT THE FIRST CALL ON 26 APRIL 2023 AND AT THE SECOND CALL IF NECESSARY ON 27 APRIL 2023. REPORT PREPARED IN ACCORDANCE WITH ART. 125-TER OF LEGISLATIVE DECREE OF 24 FEBRUARY 1998 NO. 58 ('TUF') AND WITH ARTICLES 72 AND 84-TER OF THE ISSUERS' REGULATION ADOPTED WITH CONSOB RESOLUTION NO. 11971 OF 14 MAY 1999 AS AMENDED ('ISSUERS' REGULATION').

14 MARCH 2023

ERRATA CORRIGE DATED MARCH 27, 2023 - DELETES AND REPLACES THE PREVIOUS DIRECTORS' REPORT ON THE ITEMS ON THE AGENDA OF THE EXTRAORDINARY SHAREHOLDERS' MEETING OF BIESSE S.P.A. CONVENED FOR APRIL 26, 2023, ON FIRST CALL AND, IF NECESSARY, FOR APRIL 27, 2023, ON SECOND CALL.

Dear Shareholders,

By notice of the meeting published on the website of Biesse S.p.A. (the 'Company', 'Biesse', or the 'Issuer') as well as disseminated through the -, available at the authorised storage mechanism and published in the daily newspaper LIBERO on 17 March 2023, later amended by publication in the daily newspaper ITALIA OGGI on 27 March 2023, the Ordinary and Extraordinary Shareholders' Meeting of the Company has been convened for 26 April 2023 in first call and, if necessary, for 27 April 2023, in second call, at the registered office in Pesaro, Via della Meccanica 16 at 9.30 am, to discuss and resolve on the following:

Agenda

Ordinary Session

• 1. Approval of the financial statements to 31 December 2022; Directors' Report on Operations; Reports of the Board of Statutory Auditors and Independent Auditors on the financial statements to 31 December 2022; inherent and consequent resolutions. Presentation of the Consolidated Financial Statements to 31 December 2022. Presentation of the non-financial statement pursuant to Legislative Decree 254/2016 ('NFS') - Sustainability Report to 31 December 2022;
• 1. Resolution on the allocation of the profits of Biesse S.p.A. for the 2022 financial year;
• 1. Report on the Remuneration Policy and Compensation Paid. Advisory vote on Section Two of the Report pursuant to Art. 123-ter, paragraphs 4 and 6 of Legislative Decree No. 58/1998;

Extraordinary session

• 1. Amendments to the Articles of Association: Amendment to Article 2 concerning the corporate purpose;
• 1. Amendments to the Articles of Association: Amendment to Article 11 concerning the Company's ability to avail itself of the Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58/1998;
• 1. Amendments to the Articles of Association: Introduction of Article 15-bis concerning the arrangements for the remote holding of Meetings;
• 1. Amendments to the Articles of Association: Amendments to Articles 16 and 19-bis and introduction of Article16-bis concerning the arrangements for the remote holding of meetings of the Board of Directors and the Board of Statutory Auditors.

* * * *

Firstly, please note that, pursuant to Article 106 of Decree-Law No. 18 of 17 March 2020 (the so-called 'Cura Italia' Decree), as subsequently amended and lastly extended by Decree-Law No. 198 of 29 December 2022, converted with amendments by Law No. 14 of 24 February 2023, which extended its application also for shareholders' meetings held by 31 July 2023, attendance at the Shareholders' Meeting by persons entitled to vote may only be permitted through the Appointed Representative.

Consequently, the Company has decided to avail itself of the faculty provided for in Article 106 of the 'Cura Italia' Decree and has therefore appointed Computershare S.p.A.- with registered office in Milan, Via Mascheroni no. 19, 20145 - to represent the persons entitled to vote pursuant to Article 135-undecies of Legislative Decree n. 58/98 and the aforementioned Decree-Law (the 'Designated Representative'). Shareholders authorised to vote who wish to attend the Shareholders' Meeting must therefore confer a proxy on the Designated Representative together with voting instructions on all or some motions pertaining to the items on the agenda, using the proxy form prepared by the same Designated Representative in agreement with the Company, which is available on the Company's website at www.biessegroup.com (in the section Investor Relations/Servizi per gli investitori/Assemblea 26/04/2023').

The proxy form with the voting instructions must be submitted following the instructions on the form and the Company's website before the end of the second trading day before the Meeting (by 24 April 2023 for the first call and by 25 April 2023 for the second call) and it may be revoked within the same period.

The proxy conferred in this way is only effective for the proposals concerning which voting instructions have been given. Please note that the shares for which they have conferred the proxy, even partial, are counted for the regular constitution of the Shareholders' Meeting. Concerning the proposals for which no voting instructions have been given, the shares are not counted to calculate a majority and the share of capital required to approve resolutions.

The Designated Representative may also be given proxies or sub-proxies pursuant to Art. 135-novies of the TUF, notwithstanding Art. 135-undecies, paragraph 4 of Legislative Decree No. 58/98, in the manner and within the deadline indicated on the Company's website.

The Designated Representative is available for clarifications or information on 02 46776834 14 or at the email address ufficiomi@computershare.it.

The entitlement to attend and exercise the right to vote at the Shareholders' Meeting by granting a proxy to the Designated Representative, will be certified in a notice to be sent by the intermediary to the Company, conforming to the intermediary's accounting records in favour of the person authorised to vote; the intermediary's communication will be based on the accounting records at the end of the seventh trading day before the first call of the Shareholders' Meeting (i.e. by Friday 21 April 2023). No one who becomes an owner of shares after that date is entitled to attend and vote at the Shareholders' Meeting.

* * * *

4. AMENDMENTS TO THE ARTICLES OF ASSOCIATION: AMENDMENT TO ARTICLE 2 CONCERNING THE CORPORATE PURPOSE;

Dear Shareholders,

The Shareholders' Meeting convened for 26 April 2023 on first call and, if necessary, for 27 April 2023 on second call, is called to approve a proposal to amend Article 2 of the Articles of Association, to include the possibility of selling the services and products of the Company's business also through e-commerce, i.e. web or e-commerce platforms.

Therefore, the convened Shareholders' Meeting is called upon to approve the amendment to Article 2 of the Articles of Association as proposed.

Pursuant to Annex 3A of the Issuers' Regulations, the text of Article 2 of the current Company Articles of Association compared with the proposed new text, with the proposed amendment highlighted above, is reproduced below.

Current Text	New Proposed Text
Art. 2	Art. 2
2) The Company's purpose is the construction and	2) The Company's purpose is the construction and
sale on its account and/or on behalf of third parties	sale on its account and/or on behalf of third parties
of machine tools in general, of machines or parts of	of machine tools in general, of machines or parts of
machines for the processing of wood and its	machines for the processing of wood and its
derivatives, as well as the construction and sale on	derivatives, as well as the construction and sale on
its account and/or on behalf of third parties of	its account and/or on behalf of third parties of
industrial	industrial
machines	machines
or	or
parts	parts
thereof	thereof
for	for
the	the
processing of all other kinds of materials, including	processing of all other kinds of materials, including
glass, marble, metal, alloys, similar derivatives and	glass, marble, metal, alloys, similar derivatives and
plastic.	plastic.
The	The
Company's	Company's
purpose	purpose
also	also
includes	includes
the	the
development and sale, also on behalf of third parties,	development and sale, also on behalf of third parties,
of software, precision components and, in general,	of software, precision components and, in general,
technology for machinery for working wood, glass,	technology for machinery for working wood, glass,
marble, metals and the like, as well as the provision	marble, metals and the like, as well as the provision
of assistance and maintenance services to customers.	of assistance and maintenance services to customers.
	The sale of all products and services that are the purpose of the Company's business, including spare parts, software products and services typical of the Company's business, may take place through all forms permitted by law, including through electronic commerce, i.e. via web or e-commerce platforms.
The	The
Company	Company
may	may
acquire	acquire
interests	interests
and	and
shareholdings in other companies, bodies, consortia,	shareholdings in other companies, bodies, consortia,
associations and enterprises, Italian or foreign,	associations and enterprises, Italian or foreign,
having corporate objects similar, akin or related to	having corporate objects similar, akin or related to
its own, also for investment. It may provide real or	its own, also for investment. It may provide real or

Current Text	New Proposed Text
personal guarantees for its own or third-party	personal guarantees for its own or third-party
obligations, particularly sureties.	obligations, particularly sureties.
The Company may also carry out, either on its own	The Company may also carry out, either on its own
or on behalf of third parties, all commercial,	or on behalf of third parties, all commercial,
industrial and financial, equity and real estate	industrial and financial, equity and real estate
transactions deemed necessary or useful by the	transactions deemed necessary or useful by the
directors, provided that they are accessory and	directors, provided that they are accessory and
instrumental to the corporate purpose, except for	instrumental to the corporate purpose, except for
activities reserved by law. Within limits and in the	activities reserved by law. Within limits and in the
manner provided for by current legislation, loans	manner provided for by current legislation, loans
may be made to the Company by shareholders.	may be made to the Company by shareholders.
Loans may also be made in an amount not	Loans may also be made in an amount not
proportional	proportional
to	to
the	the
shareholding	shareholding
held.	held.
Unless	Unless
otherwise stipulated, loans made are non-interest	otherwise stipulated, loans made are non-interest
bearing.	bearing.

The Board notes that the proposed amendment to the Articles of Association does not give the shareholders the right of withdrawal pursuant to Art. 2437 of the Italian civil code.

The Board of Directors, therefore, submits the following proposed resolution on the fourth item on the agenda of the extraordinary session to the called Shareholders' Meeting:

'The Extraordinary Shareholders' Meeting of Biesse S.p.A., having taken note of what has been illustrated and what has been proposed in the explanatory report concerning the amendment of Article 2 of the Articles of Association

RESOLVES

• (a) to amend Article 2 of the Articles of Association in the text proposed in the Explanatory Report and to which reference is made in full;
• (b) to vest the Board of Directors and, on its behalf, the Chairman, with the most comprehensive and broadest powers to carry out the formalities necessary for the resolution to enter the Companies' Register, with the power to make any amendment and/or integration, of a formal and non-substantial nature, that may be necessary at the time of registration or otherwise required by the competent Authorities, with an explicit advance declaration of approval and ratification'.

5. AMENDMENTS TO THE ARTICLES OF ASSOCIATION: AMENDMENT ART. 11 CONCERNING THE COMPANY'S ABILITY TO AVAIL ITSELF OF THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998;

Dear Shareholders,

The Shareholders' Meeting convened for 26 April 2023 on first call and, if necessary, for 27 April 2023 on second call, is called to approve a proposal to amend Article 11 of the Articles of Association to remove from Article 11 of the Articles of Association the exclusion, as an exception to Article 135-undecies, Legislative Decree no. 58/1998(briefly, TUF), of the possibility of appointing a designated representative to receive proxies for participation in the Shareholders' Meeting, giving the Board of Directors the power to decide the designation for each Shareholders' Meeting to be called, as well as the reference to the impossibility of exercising voting by post or electronically.

This decision is motivated by the desire to incentivise shareholder participation in shareholders' meetings through the possibility provided by the legislation of a figure to whom proxies can be conferred free of charge.

Therefore, the convened Shareholders' Meeting is called upon to approve the amendment to Article 11 of the Articles of Association as proposed.

Pursuant to Annex 3A to the Issuers' Regulation, the text of Article 11 of the current Company Articles of Association is shown below compared with the new proposed text, highlighting the proposed amendments illustrated above.

Current Text	New Proposed Text
Art. 11	Art. 11
11) Those entitled to vote under the law and	11) Those entitled to vote under the law and
applicable regulations may attend the Shareholders'	applicable regulations may attend the Shareholders'
Meeting. Voting at the Shareholders' Meeting may	Meeting. Voting at the Shareholders' Meeting
not be exercised by post or electronically.	may not be exercised by post or electronically.
Without prejudice to the provisions of the law	Without prejudice to the provisions of the law
concerning the collection of proxies, the holder of	concerning the collection of proxies, the holder of
voting	voting
rights	rights
may	may
be	be
represented	represented
at	at
the	the
Shareholders' Meeting by written proxy or by proxy	Shareholders' Meeting by written proxy or by proxy
conferred	conferred
electronically	electronically
under	under
the	the
applicable	applicable
regulations.	regulations.
The proxy may be notified electronically to the	The proxy may be notified electronically to the
Company by certified email to the certified email	Company by certified email to the certified email
address indicated in the notice of the Meeting.	address indicated in the notice of the Meeting.
The appointment by the Company of a representative	The
to	appointment
receive	by
proxies	the
and	Company
voting	of
instructions	a
is	representative to receive proxies and voting
excluded.	instructions is excluded.
	The Company, availing itself of the option provided by law, does not designate the representative pursuant to Article 135-undecies of the Consolidated Law on Finance, unless the Board of Directors, for a specific Shareholders' Meeting, has resolved on such designation by

Current Text	New Proposed Text
	giving notice thereof in the notice of the relevant Shareholders' Meeting

The Board of Directors, therefore, submits the following proposed resolution on the fifth item on the agenda of the extraordinary session to the called Shareholders' Meeting:

'The Extraordinary Shareholders' Meeting of Biesse S.p.A., having taken note of what has been illustrated and what has been proposed in the explanatory report concerning the amendment of Article 11 of the Articles of Association

RESOLVES

• (a) to amend Article 11 of the Articles of Association in the text proposed in the Explanatory Report and to which reference is made in full;
• (b) to vest the Board of Directors and, on its behalf, the Chairman, with the most comprehensive and broadest powers to carry out the formalities necessary for the resolution to enter the Companies' Register, with the power to make any amendment and/or integration, of a formal and non-substantial nature, that may be necessary at the time of registration or otherwise required by the competent Authorities, with an explicit advance declaration of approval and ratification'.

6. AMENDMENTS TO THE ARTICLES OF ASSOCIATION: INTRODUCTION OF ARTICLE 15-BIS CONCERNING THE ARRANGEMENTS FOR THE REMOTE HOLDING OF MEETINGS;

Dear Shareholders,

The Shareholders' Meeting convened for 26 April 2023 on first call and, if necessary, for 27 April 2023 on second call, is called to approve a proposal of introduction of Article 15-bis) of the Articles of Association, to introduce the possibility of holding the Company's ordinary and extraordinary Shareholders' Meetings in more than one place and also via telecommunication means that will be communicated and defined in the notice of the Meeting, as a useful measure to help shareholders make decisions.

Therefore, the convened Shareholders' Meeting is called upon to approve the introduction of Article 15-bis) of the Articles of Association as proposed.

Pursuant to Annex 3A of the Issuers' Regulation, the proposed text of Article 15-bis) of the Company's Articles of Association is reproduced below.

Current Text	Proposed Text
(Not present)	Art. 15-bis)
	15-bis) The Shareholders' Meeting, whether in its ordinary or extraordinary form, may also be held with the participants located in several places, whether contiguous or distant, audio/video connected, provided that
	• the collegial method and the principles of good faith and equal treatment of members are respected;
	• the Chairman of the Meeting, also through their appointees, is allowed to ascertain the identity and legitimacy of those present, to regulate the proceedings of the Meeting, and ascertain and proclaim the results of the vote;
	• the minute taker is able to hear the proceedings of the Meeting being recorded adequately;
	• those present are allowed to participate in the discussion and simultaneously vote on the agenda items.
	The Governing Body shall indicate in the notice of the Meeting how the Meeting is to be held, with the option of establishing in the notice of the Meeting that the Meeting is to proceed solely, where permitted by applicable regulations, by telecommunication media, whether audiovisual or audio-only, omitting, in this case, the specification of the physical location of the Meeting.
	The presence of the Chairman and the secretary or notary public at the same place is not required if the minutes are compiled after the Meeting and signed by

Current Text	Proposed Text
	the Chairman and the secretary or by the notary public alone with minutes in public form. The Meeting, with advance notice to the participants, may be recorded to allow more accurate minuting of the proceedings and the contributions of those entitled to attend.

The Board of Directors, therefore, submits the following proposed resolution on the sixth item on the agenda of the extraordinary session to the called Shareholders' Meeting:

'The Extraordinary Shareholders' Meeting of Biesse S.p.A., having taken note of what has been illustrated and what has been proposed in the explanatory report concerning the introduction of Article 15-bis) of the Articles of Association

RESOLVES

• (c) the introduction of Article 15-bis) of the Articles of Association in the text proposed in the Explanatory Report and to which reference is made in full;
• (d) to vest the Board of Directors and, on its behalf, the Chairman, with the most comprehensive and broadest powers to carry out the formalities necessary for the resolution to enter the Companies' Register, with the power to make any amendment and/or integration, of a formal and non-substantial nature, that may be necessary at the time of registration or otherwise required by the competent Authorities, with an explicit advance declaration of approval and ratification'.

7. AMENDMENTS TO THE ARTICLES OF ASSOCIATION: AMENDMENTS TO ARTICLES 16 AND 19-BIS AND INTRODUCTION OF ARTICLE 16-BIS CONCERNING THE ARRANGEMENTS FOR THE REMOTE HOLDING OF MEETINGS OF THE BOARD OF DIRECTORS AND BOARD OF STATUTORY AUDITORS.

Dear Shareholders,

The Shareholders' Meeting convened for 26 April 2023 on first call and, if necessary, for 27 April 2023 on second call, is called to approve a proposal to amend Articles 16 and 19-bis of the Articles of Association and the introduction of Article 16-bis) of the Articles of Association to introduce the possibility of holding the Company's Board of Directors' meetings remotely and via telecommunications.

Therefore, the convened Shareholders' Meeting is called upon to approve the amendment of Art. 16 and 19 bis of the Articles of Association and the introduction of Art. 16-bis) of the Articles of Association as proposed.

Pursuant to Annex 3A of the Issuers' Regulations, the text of Articles 16 and 19-bis of the Articles of Association, currently in force compared with the proposed new text with the proposed amendment highlighted above and the new Article 16-bis) of the Company's Articles of Association, are shown below.

Current Text	New Proposed Text
Art. 16	Art. 16
ADMINISTRATION	ADMINISTRATION
16) The Company is managed by a Board of Directors composed of 2 to 15 members who may or may not be shareholders. The Shareholder Meeting appoints the Board of Directors based on lists submitted by shareholders in which the number of candidates presented may not exceed the number to be appointed and who must be listed in numerical order. To ensure gender balance within the Board, the less represented gender must have a number of members equal to that established by the applicable laws and regulations. Therefore, the lists must contain several candidates belonging to the less represented gender equal to that required by the above legislation. Each candidate may only be on one list. Failure to comply will mean ineligibility.	16) The Company is managed by a Board of Directors composed of 2 to 15 members who may or may not be shareholders. The Shareholder Meeting appoints the Board of Directors based on lists submitted by shareholders in which the number of candidates presented may not exceed the number to be appointed and who must be listed in numerical order. To ensure gender balance within the Board, the less represented gender must have a number of members equal to that established by the applicable laws and regulations. Therefore, the lists must contain several candidates belonging to the less represented gender equal to that required by the above legislation. Each candidate may only be on one list. Failure to comply will mean ineligibility.
Shareholders are only entitled to submit voting lists if, individually or with other Shareholders, they represent at least 2.5% (two point five percent) of the share capital or hold another minimum ownership share as established by Consob in its Regulation. No Shareholder may submit or participate in submitting more than one list by proxy or by a trust company. Shareholders who form part of a voting syndicate may present or participate in presenting one list only. In the event of a violation of this rule, the vote of the Shareholder in question will not be counted for any of the lists presented. Every vote holder may vote on only one list. The lists of candidates, accompanied	Shareholders are only entitled to submit voting lists if, individually or with other Shareholders, they represent at least 2.5% (two point five percent) of the share capital or hold another minimum ownership share as established by Consob in its Regulation. No Shareholder may submit or participate in submitting more than one list by proxy or by a trust company. Shareholders who form part of a voting syndicate may present or participate in presenting one list only. In the event of a violation of this rule, the vote of the Shareholder in question will not be counted for any of the lists presented. Every vote holder may vote on only one list. The lists of candidates, accompanied

Current Text	New Proposed Text
by exhaustive information regarding the personal	by exhaustive information regarding the personal
and professional characteristics of the candidates,	and professional characteristics of the candidates,
with an indication of their suitability to qualify as	with an indication of their suitability to qualify as
independent, must be filed at the registered office by	independent, must be filed at the registered office by
the twenty-fifth day prior to the scheduled date of the	the twenty-fifth day prior to the scheduled date of the
Shareholders' Meeting and are made available to the	Shareholders' Meeting and are made available to the
public, in the manner prescribed by law and by	public, in the manner prescribed by law and by
Consob with Regulations, at least twenty-one days	Consob with Regulations, at least twenty-one days
before the Shareholders' Meeting.	before the Shareholders' Meeting.
Together with each list, individual candidates must	Together with each list, individual candidates must
file declarations in which they accept the candidacy	file declarations in which they accept the candidacy
and certify under their responsibility that nothing is	and certify under their responsibility that nothing is
liable to render them ineligible or incompatible for	liable to render them ineligible or incompatible for
election as prescribed by the law and that they	election as prescribed by the law and that they
possess any requirements set by law and by the	possess any requirements set by law and by the
regulations	regulations
for	for
membership	membership
of	of
the	the
Board	Board
of	of
Directors.	Directors.
Any	Any
list	list
which	which
does	does
not	not
comply	comply
with	with
the	the
aforementioned statutory requirements shall be	aforementioned statutory requirements shall be
considered as not presented. The members of the	considered as not presented. The members of the
Board of Directors will be elected in the following	Board of Directors will be elected in the following
manner: a) all the directors to be elected, minus one,	manner: a) all the directors to be elected, minus one,
are selected from the candidate list which receives	are selected from the candidate list which receives
the highest number of shareholder votes, based on	the highest number of shareholder votes, based on
the sequential order in which they appear in the list;	the sequential order in which they appear in the list;
b) the first name on the candidate list, which obtains	b) the first name on the candidate list, which obtains
the second-highest number of shareholder votes, is	the second-highest number of shareholder votes, is
selected as the remaining director to be elected.	selected as the remaining director to be elected.
Should the previous mechanism fail to produce a	Should the previous mechanism fail to produce a
composition of the Board of Directors that complies	composition of the Board of Directors that complies
with the gender balance required by law, instead of	with the gender balance required by law, instead of
appointing the last candidate in numerical order on	appointing the last candidate in numerical order on
the list that received the highest number of votes, the	the list that received the highest number of votes, the
next available candidate, in numerical order, from	next available candidate, in numerical order, from
the same list belonging to the less represented gender	the same list belonging to the less represented gender
will be appointed as a Director. The candidate in first	will be appointed as a Director. The candidate in first
place on the list who obtained the most	place on the list who obtained the most
votes is entitled to the office of Chairman of the	votes is entitled to the office of Chairman of the
Board of Directors.	Board of Directors.
Where only one candidate list is filed or voted for,	Where only one candidate list is filed or voted for,
all the candidates on the list are appointed to the	all the candidates on the list are appointed to the
Board. In the absence of lists, the Board of Directors	Board. In the absence of lists, the Board of Directors
is appointed by the Shareholders' Meeting with the	is appointed by the Shareholders' Meeting with the
majorities established by law, without prejudice in	majorities established by law, without prejudice in
any event to compliance with the proportion of	any event to compliance with the proportion of
genders required by law. If during the year one or	genders required by law. If during the year one or
more Directors leave office for any reason, the Board	more Directors leave office for any reason, the Board

Current Text	New Proposed Text
of Directors will proceed to replace them by co	of Directors will proceed to replace them by co
opting candidates with the same requisites, also	opting candidates with the same requisites, also
considering the legal provisions regarding the	considering the legal provisions regarding the
balance of genders.	balance of genders.
The Board of Directors remains in office for three years and can be re-elected. If one or more Directors leave office during the year, the others replace them	The Board of Directors remains in office for three years and can be re-elected. If one or more Directors leave office during the year, the others replace them
with a resolution approved by the Board of Statutory Auditors. The Directors thus appointed remain in office until the next Shareholders' Meeting. If, due	with a resolution approved by the Board of Statutory Auditors. The Directors thus appointed remain in office until the next Shareholders' Meeting. If, due
to resignations or other reasons, the number of	to resignations or other reasons, the number of
Directors in office is reduced to less than half, all Directors will be deemed to have left their office and	Directors in office is reduced to less than half, all Directors will be deemed to have left their office and
the Shareholders' Meeting must be called to appoint	the Shareholders' Meeting must be called to appoint
an entire Board of Directors. The Board of Directors	an entire Board of Directors. The Board of Directors
may appoint one or more Chief Executive Officers,	may appoint one or more Chief Executive Officers,
the Executive Committee and one or more Directors	the Executive Committee and one or more Directors
with specific duties and may establish other	with specific duties and may establish other
committees, conferring on them the powers it considers to be appropriate, also to implement codes	committees, conferring on them the powers it considers to be appropriate, also to implement codes
of conduct prepared by the management organisation	of conduct prepared by the management organisation
governing regulated markets or by trade	governing regulated markets or by trade
associations. Meetings of the Board of Directors will	associations. Meetings of the Board of Directors will
be held at the Company's registered office or any	be held at the Company's registered office or any
other location indicated in the notice of Meeting as	other location indicated in the notice of Meeting as
long as it is within the European Community. The	long as it is within the European Community. The
Board of Directors will be considered validly met when the majority of its members in office are	Board of Directors will be considered validly met when the majority of its members in office are
present, and resolutions will be passed with a	present, and resolutions will be passed with a
majority vote by those present. If votes are even, the	majority vote by those present. If votes are even, the
Chairman will cast the deciding vote. Unless	Chairman will cast the deciding vote. Unless
otherwise provided for by current regulations, the	otherwise provided for by current regulations, the
meetings are normally convened by the Chairman on	meetings are normally convened by the Chairman on
their initiative or, in the event of the Chairman's	their initiative or, in the event of the Chairman's
absence or impediment, by the Chief Executive Officer(s) or at the request of at least two-thirds of	absence or impediment, by the Chief Executive Officer(s) or at the request of at least two-thirds of
the Directors by prior communication to the	the Directors by prior communication to the
Chairman of the Board of Directors, by the Board of	Chairman of the Board of Directors, by the Board of
Statutory Auditors or individually by each member	Statutory Auditors or individually by each member
of the Board of Statutory Auditors. The notice of the	of the Board of Statutory Auditors. The notice of the
Meeting must be sent by post, telegram, telex,	Meeting must be sent by post, telegram, telex,
telefax, or other similar telematic form provided it is	telefax, or other similar telematic form provided it is
legally recognised at least five days in advance, and in urgent cases by telegram, telefax, and another	legally recognised at least five days in advance, and in urgent cases by telegram, telefax, and another
similar telematic method at least one day (24 hours)	similar telematic method at least one day (24 hours)
before the date set for the Meeting. The Board of	before the date set for the Meeting. The Board of
Directors shall be considered validly constituted	Directors shall be considered validly constituted
even without convocation, provided all members and	even without convocation, provided all members and
Statutory Auditors are present. Meetings may also be	Statutory Auditors are present. Meetings may also

Current Text New Proposed Text

conducted by teleconference and/or videoconference (in which case the notice of Meeting must include the time that participants will connect telematically) on the condition that all participants can be identified and are able to follow the discussions and intervene in real time to contribute to the discussions and can see, receive and discuss documentation. Given the previous conditions, the Board of Directors is considered held in the location where the Chairman is present, which must coincide with that indicated in the notice of Meeting, except plenary meetings. The secretary to the Meeting must be present in the same place to draw up the minutes and, together with the Chairman, sign the relevant meeting minutes book.

The secretary and the Chairperson, if they deem it appropriate, may collect either concurrently or after the fact, an endorsement or signature of the participants by teleconference and/or videoconference by fax, network, electronic signature or other similar form of copy or draft of the minutes. The secretary, at the direction of the Chairperson or directors, may keep and archive recordings of the videoconference and/or teleconference. The Board of Directors has ordinary and special management powers, except those reserved by law for the Meeting of Shareholders. The Board of Directors is also vested with the power to resolve on proposals relating to: mergers and demergers of companies in the cases and according to the procedures established by law; updates of the Articles of Association in line with regulatory provisions. The Executive Committee, if appointed, will be composed of a maximum of three members and will be chaired by the Chairman of the Board of Directors. The same rules governing the notice of and voting in meetings of the Board of Directors will apply to notices of and voting in meetings of the Executive Committee.

The Board of Directors, also through its Chairman (also as Chairman of the Executive Committee, if appointed) or the Chief Executive Officer(s) should report to the Board of Statutory Auditors concerning any transaction of major economic, financial or capital significance carried out by the Company and/or its subsidiaries, where they exist; in particular, on transactions that give rise to potential conflicts of interests. These reports should, as a rule, be conducted by teleconference and/or videoconference (in which case the notice of Meeting must include the time that participants will connect telematically) on the condition that all participants can be identified and are able to follow the discussions and intervene in real time to contribute to the discussions and can see, receive and discuss documentation. Given the previous conditions, the Board of Directors is considered held in the location where the Chairman is present, which must coincide with that indicated in the notice of Meeting, except plenary meetings. The secretary to the Meeting must be present in the same place to draw up the minutes and, together with the Chairman, sign the relevant meeting minutes book.

The secretary and the Chairperson, if they deem it appropriate, may collect either concurrently or after the fact, an endorsement or signature of the participants by teleconference and/or videoconference by fax, network, electronic signature or other similar form of copy or draft of the minutes. The secretary, at the direction of the Chairperson or directors, may keep and archive recordings of the videoconference and/or teleconference. The Board of Directors has ordinary and special management powers, except those reserved by law for the Meeting of Shareholders. The Board of Directors is also vested with the power to resolve on proposals relating to: mergers and demergers of companies in the cases and according to the procedures established by law; updates of the Articles of Association in line with regulatory provisions. The Executive Committee, if appointed, will be composed of a maximum of three members and will be chaired by the Chairman of the Board of Directors. The same rules governing the notice of and voting in meetings of the Board of Directors will apply to notices of and voting in meetings of the Executive Committee.

The Board of Directors, also through its Chairman (also as Chairman of the Executive Committee, if appointed) or the Chief Executive Officer(s) should report to the Board of Statutory Auditors concerning any transaction of major economic, financial or capital significance carried out by the Company and/or its subsidiaries, where they exist; in particular, on transactions that give rise to potential conflicts of interests. These reports should, as a rule,

Current Text	New Proposed Text
be made on the occasion of meetings of the Board of Directors and, in any event, at least quarterly.	be made on the occasion of meetings of the Board of Directors and, in any event, at least quarterly.
The Board of Directors can delegate all or some of its powers to the Chairman. It may delegate to its members and third parties the concrete execution of regularly approved resolutions. The Chief Executive Officer(s) and Executive Committee, if appointed, will have all or part of the powers conferred on the Board of Directors with the sole exception of those which the law states may not be delegated. The Board of Directors may therefore carry out purchases and sales of securities and real estate; undertake obligations, including bills of exchange and mortgage loans; take shareholdings in companies, both established and newly formed also via conferral, to carry out all types of transactions with the directorate of Public Debt and Cassa Depositi e Prestiti (state investment institution), banks, the national Institute of credit issues and any other public or private credit institute; allow the constitution, subrogation, subordination and deferment, cancellation and renunciation of mortgages and loans of any kind, exempting the curators of Property Registers, the Director of Public Debt and Cassa Depositi e Prestiti and any other public or private entity from any responsibility. It can take legal action including actions brought before the Court of Cassation and on appeal, for settlements and transactions and appoint arbitrators and negotiators of amicable settlements. It may approve any commercial contract; appoint and suspend employees and fix their salaries; it can appoint and revoke Directors and authorised representatives with similar or more limited powers.	The Board of Directors can delegate all or some of its powers to the Chairman. It may delegate to its members and third parties the concrete execution of regularly approved resolutions. The Chief Executive Officer(s) and Executive Committee, if appointed, will have all or part of the powers conferred on the Board of Directors with the sole exception of those which the law states may not be delegated. The Board of Directors may therefore carry out purchases and sales of securities and real estate; undertake obligations, including bills of exchange and mortgage loans; take shareholdings in companies, both established and newly formed also via conferral, to carry out all types of transactions with the directorate of Public Debt and Cassa Depositi e Prestiti (state investment institution), banks, the national Institute of credit issues and any other public or private credit institute; allow the constitution, subrogation, subordination and deferment, cancellation and renunciation of mortgages and loans of any kind, exempting the curators of Property Registers, the Director of Public Debt and Cassa Depositi e Prestiti and any other public or private entity from any responsibility. It can take legal action including actions brought before the Court of Cassation and on appeal, for settlements and transactions and appoint arbitrators and negotiators of amicable settlements. It may approve any commercial contract; appoint and suspend employees and fix their salaries; it can appoint and revoke Directors and authorised representatives with similar or more limited powers.
(Not present)	ART. 16-BIS)
	16-bis) The meetings of the Board of Directors, may also be held by audio or video conference provided that each of the participants:
	• can be identified by the other participants; • can participate in real-time during the discussion of the topics examined; and • can receive and transmit documents.
	If these conditions are met, the Meeting is deemed held where the person chairing the Meeting and the secretary are located.

ART 19 BIS)

19 bis)The Board of Statutory Auditors comprises three Standing Statutory Auditors and two Alternate Statutory Auditors elected by the Shareholders' Meeting, which also sets down the wages to be paid to said Statutory Auditors. The minority is entitled to elect one Standing Statutory Auditor and one Alternate Statutory Auditor. The Board of Statutory Auditors is appointed based on the list presented by the shareholders, in which the candidates must be listed in numerical order. The number of candidates cannot exceed the number of candidates to be elected. Shareholders from voting syndicates will only be entitled to present a single list. The list consists of two sections: one for candidates for the office of Standing Statutory Auditor, the other for candidates for the office of Alternate Statutory Auditor. To ensure gender balance within the Board of Statutory Auditors, the less represented gender must have a number of members equal to that established by the applicable laws and regulations. Therefore, both sections of the lists must contain several candidates belonging to the less represented gender equal to that required by the above legislation. Only those Shareholders who, either alone or together with others, are the owners of voting Shares representing at least 2% (two percent) of the capital are entitled to vote at the Ordinary Shareholders' Meeting are entitled to present lists or the different minimum quota established by Consob with the Regulation. No Shareholder, nor the Shareholders in the same group, may present more than one list, nor may he vote for different lists even through a nominee or trust company. If this rule is broken, the vote of the Shareholder in question will not be counted for any of the candidate lists filed. Each candidate may only be on one list. Failure to comply will mean ineligibility. Candidates who already hold the office of Statutory Auditor in five other listed companies, except controlling and controlled companies of the Company or who do not meet the integrity and professionalism requirements established by the applicable legislation, cannot be included in the lists. For the purposes of Art.1, paragraph 2, letters b) and c), and paragraph 3 of Ministerial Decree No. 162 dated 30 March 2000 on the subject of the professional requirements for members of the Board of Statutory Auditors of listed companies, the subjects and sectors strictly

Current Text New Proposed Text

ART 19 BIS)

19 bis)The Board of Statutory Auditors comprises three Standing Statutory Auditors and two Alternate Statutory Auditors elected by the Shareholders' Meeting, which also sets down the wages to be paid to said Statutory Auditors. The minority is entitled to elect one Standing Statutory Auditor and one Alternate Statutory Auditor. The Board of Statutory Auditors is appointed based on the list presented by the shareholders, in which the candidates must be listed in numerical order. The number of candidates cannot exceed the number of candidates to be elected. Shareholders from voting syndicates will only be entitled to present a single list. The list consists of two sections: one for candidates for the office of Standing Statutory Auditor, the other for candidates for the office of Alternate Statutory Auditor. To ensure gender balance within the Board of Statutory Auditors, the less represented gender must have a number of members equal to that established by the applicable laws and regulations. Therefore, both sections of the lists must contain several candidates belonging to the less represented gender equal to that required by the above legislation. Only those Shareholders who, either alone or together with others, are the owners of voting Shares representing at least 2% (two percent) of the capital are entitled to vote at the Ordinary Shareholders' Meeting are entitled to present lists or the different minimum quota established by Consob with the Regulation. No Shareholder, nor the Shareholders in the same group, may present more than one list, nor may he vote for different lists even through a nominee or trust company. If this rule is broken, the vote of the Shareholder in question will not be counted for any of the candidate lists filed. Each candidate may only be on one list. Failure to comply will mean ineligibility. Candidates who already hold the office of Statutory Auditor in five other listed companies, except controlling and controlled companies of the Company or who do not meet the integrity and professionalism requirements established by the applicable legislation, cannot be included in the lists. For the purposes of Art.1, paragraph 2, letters b) and c), and paragraph 3 of Ministerial Decree No. 162 dated 30 March 2000 on the subject of the professional requirements for members of the Board of Statutory Auditors of listed companies, the subjects and sectors strictly

Current Text	New Proposed Text
pertaining to those of interest to the Company are	pertaining to those of interest to the Company are
intended to comprise commercial and Company law,	intended to comprise commercial and Company law,
business	business
economics,	economics,
financial	financial
and	and
statistical	statistical
sciences, and all the other subjects of the same or	sciences, and all the other subjects of the same or
similar nature, although with different names,	similar nature, although with different names,
whereas the sectors strictly connected or relating to	whereas the sectors strictly connected or relating to
those in which the Company operates are understood	those in which the Company operates are understood
to comprise the production, distribution and sale of	to comprise the production, distribution and sale of
machines and tools, automation systems, software	machines and tools, automation systems, software
and	and
precision	precision
components.	components.
Statutory	Statutory
Auditors	Auditors
leaving office may be re-elected. The lists presented	leaving office may be re-elected. The lists presented
must be filed at the Company's registered office at	must be filed at the Company's registered office at
least twenty-five days before the date set for the	least twenty-five days before the date set for the
Shareholders' Meeting and will be made publicly	Shareholders' Meeting and will be made publicly
available, in the manner provided for by law and the	available, in the manner provided for by law and the
Consob Regulation, at least twenty-one days before	Consob Regulation, at least twenty-one days before
the	the
Shareholders'	Shareholders'
Meeting.	Meeting.
The	The
professional	professional
curriculum vitae of each candidate must be filed	curriculum vitae of each candidate must be filed
together with each list along with the declarations	together with each list along with the declarations
with which each candidate accepts candidacy and	with which each candidate accepts candidacy and
certifies, under their responsibility, that there is no	certifies, under their responsibility, that there is no
cause of ineligibility or incompatibility, and that the	cause of ineligibility or incompatibility, and that the
legal and statutory requirements for the respective	legal and statutory requirements for the respective
positions are met. Where lists do not meet the above	positions are met. Where lists do not meet the above
requirements, they will not be considered presented.	requirements, they will not be considered presented.
A Statutory Auditor is elected as follows: two	A Statutory Auditor is elected as follows: two
Standing Statutory Auditors and one Alternate	Standing Statutory Auditors and one Alternate
Statutory Auditor are selected, in the consecutive	Statutory Auditor are selected, in the consecutive
order in which they are listed, from the candidate list	order in which they are listed, from the candidate list
that obtained the highest number of votes in the	that obtained the highest number of votes in the
Shareholders' Meeting; the names of one Standing	Shareholders' Meeting; the names of one Standing
Statutory Auditor and another Alternate Statutory	Statutory Auditor and another Alternate Statutory
Auditor are selected from the candidate list with the	Auditor are selected from the candidate list with the
second	second
highest	highest
number	number
of	of
shareholder	shareholder
votes,	votes,
according to the sequential order in which they	according to the sequential order in which they
appear in the list. The Standing Statutory Auditor	appear in the list. The Standing Statutory Auditor
will assume the role of Chairman. If there is a tie	will assume the role of Chairman. If there is a tie
among two or more candidate lists, the Statutory	among two or more candidate lists, the Statutory
Auditors appointed will be those most senior in age.	Auditors appointed will be those most senior in age.
Should the previous mechanism fail to produce a	Should the previous mechanism fail to produce a
composition of the Board of Statutory Auditors that	composition of the Board of Statutory Auditors that
complies with the gender balance required by law,	complies with the gender balance required by law,
instead of appointing the last candidate in numerical order on the list that received the highest number of votes, the next available candidate, in numerical order, from the same list belonging to the less represented gender will be appointed as a Standing Statutory Auditor or Alternate Statutory Auditor. If a Statutory Auditor loses or relinquishes the qualifications or credentials required by law and the	instead of appointing the last candidate in numerical order on the list that received the highest number of votes, the next available candidate, in numerical order, from the same list belonging to the less represented gender will be appointed as a Standing Statutory Auditor or Alternate Statutory Auditor. If a Statutory Auditor loses or relinquishes the qualifications or credentials required by law and the

Current Text	New Proposed Text
Articles, they will be removed from office. For the appointment of Standing or Alternate Statutory Auditors to complete the composition of the Board of Statutory Auditors following substitution or departure from office, the Standing or Alternate Statutory Auditor belonging to the same list as the outgoing Statutory Auditor will replace them, without prejudice to compliance with the proportion of genders required by law. If this is not possible, the Meeting must decide based on the required majority for ordinary Meetings without prejudice to the stipulations in paragraph 1 of the present Article and compliance with the proportion of genders required	Articles, they will be removed from office. For the appointment of Standing or Alternate Statutory Auditors to complete the composition of the Board of Statutory Auditors following substitution or departure from office, the Standing or Alternate Statutory Auditor belonging to the same list as the outgoing Statutory Auditor will replace them, without prejudice to compliance with the proportion of genders required by law. If this is not possible, the Meeting must decide based on the required majority for ordinary Meetings without prejudice to the stipulations in paragraph 1 of the present Article and compliance with the proportion of genders required
by law.	by law. For meetings of the Board of Statutory Auditors, within the limits of the rules governing the functioning of that body, the procedures provided for the Board of Directors referred to in Article 16-bis above shall apply.

The Board of Directors, therefore, submits the following proposed resolution on the seventh item on the agenda of the extraordinary session to the called Shareholders' Meeting:

'Having noted what has been presented, and the proposals made in the explanatory report with reference to the amendment of articles 16 and 19-bis of the Articles of Association, and the introduction of Article 16-bis) of the Articles of Association, 'The Extraordinary Shareholders' Meeting of Biesse S.p.A.,

RESOLVES

• (e) to amend Articles 16 and 19-bis of the Articles of Association and the introduction of Article 16-bis) of the Articles of Association in the text proposed in the Explanatory Report and to which reference is made in full;
• (f) to vest the Board of Directors and, on its behalf, the Chairman, with the most comprehensive and broadest powers to carry out the formalities necessary for the resolution to enter the Companies' Register, with the power to make any amendment and/or integration, of a formal and non-substantial nature, that may be necessary at the time of registration or otherwise required by the competent Authorities, with an explicit advance declaration of approval and ratification'.

* * * *

Pesaro, 14 March 2023

Chairman of the Board of Directors