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Eurotech

AGM Information Apr 27, 2023

4469_10-k_2023-04-27_d406ca12-43a6-45dd-ad3a-50f8d2f2c0de.pdf

AGM Information

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Eurotech: resolutions of the ordinary shareholders' meeting

  • Approved the Annual Financial Statements of Eurotech S.p.A. and presented to shareholders the Group's Consolidated Financial Statements as of December 31, 2022
  • New board of directors and board of auditors appointed for the three-year period 2023-2025
  • Confirmed the statutory audit engagement for fiscal years 2023-2031, and approved the integration of the compensation of the outgoing auditing firm
  • Renewed the granting of authorization to the Board of Directors to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Civil Code
  • Approved the first and second sections of the report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree 58/1998 ("TUF")

Amaro (Italy), April 27, 2023 - The Shareholders' Meeting of Eurotech S.p.A. ("Eurotech" or the "Company"), which met today in ordinary session, approved the annual financial statements and examined the Group's consolidated financial statements as of December 31, 2022.

Eurotech Group. In fiscal year 2022, consolidated net revenues were Euro 94.3 million (Euro 63.1 million in fiscal year 2021), operating income (EBIT) was Euro 0.8 million (Euro -7.6 million in fiscal year 2021), and net income was Euro -1.5 million (Euro -10.4 million in fiscal year 2021).

Eurotech S.p.A. The parent company ended 2022 with a loss for the year of approximately Euro 4.5 million, which was carried forward (loss of Euro 6.6 million in fiscal year 2021).

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The Shareholders' Meeting also resolved to:

  • determine in 9 the number of members of the Board of Directors, which according to the bylaws will remain in office for a three-year term, that is, until the date of the Shareholders' Meeting convened to approve the financial statements as of December 31, 2025;
  • Appoint the following Directors, drawn from the only list submitted by the shareholder Emera S.r.l. (owner of 20.04% of Eurotech's share capital), which was voted by 100% of the capital represented at the Meeting:
    • Luca de Girolamo
    • Paul Chawla

  • Alberta Gervasio
  • Aldo Fumagalli
  • Marco Costaguta
  • Susanna Curti
  • Simona Elena Pesce (*) 1
  • Michela Costa (*)
  • Massimo Russo (*)

Relevant resumes and additional accompanying documentation are available on the website www.eurotech.com- Corporate Governance section.

The Assembly also:

  • Appointed as Chairman of the Board of Directors Director Luca di Giacomo;
  • established the compensation for the Board of Directors in the total amount of Euro 225,000.00 (two hundred and twenty-five thousand) on an annual basis, remitting to the Board: (i) the task of allocating the compensation among the directors; (ii) the determination, pursuant to Article 2389, paragraph 3, of the Italian Civil Code, of the compensation due to the directors holding special offices;
  • appointed, in accordance with Article 26 of the Articles of Association, the members of the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors for the same three-year period 2023-2025, also drawn from the only list submitted by the shareholder Emera S.r.l., which was voted by 100% of the capital represented at the Shareholders' Meeting ;
    • Fabio Monti (President) (*)
    • Daniela Savi (Standing Auditor) (*);
    • Laura Briganti (Standing Auditor) (*);
    • Clara Carbone (Alternate Auditor) (*);
    • Daniele Englaro (Alternate Auditor) (*).

Relevant resumes and additional accompanying documentation are available on the website www.eurotech.com- Corporate Governance section;

  • determined the fees i for the Board of Statutory Auditors in the total amount of Euro 85,000.00 (eighty-five thousand), of which Euro 35,000.00 (thirty-five thousand) to the Chairman and Euro 25,000.00 (twenty-five thousand) to each regular auditor.

To the best of the Company's knowledge, the Directors and Statutory Auditors holding Eurotech shares are:

1 (*) Candidate who has declared that he/she meets the independence requirements established by law (Art. 148, paragraph 3 of the TUF, as also referred to in Art. 147-ter, paragraph 4 of the TUF), by the Corporate Governance Code for Listed Companies, by the company's bylaws, and by any other applicable provisions.

• Paula Chawla, who holds 126,150 shares or 0.35 percent of the share capital.

The Shareholders' Meeting also, again in ordinary session:

  • appointed Ernst & Young S.p.A. to audit the accounts for the fiscal years 2023-2031, all under the terms and conditions set forth in the proposal of the Board of Statutory Auditors, including the fee for the performance of the assignment and the criteria for its adjustment;
  • approved the integration of the fees of the outgoing auditing firm PricewaterhouseCoopers S.p.A. for fiscal years 2021 and 2022, in the amount of 22,000 euros and 25,000 euros, respectively;
  • renewed, for the purposes and under the terms and conditions set forth in the Board of Directors' Explanatory Report for the Shareholders' Meeting, to which reference is made, the granting to the Board of Directors of the authorization to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Civil Code, subject to revocation, for the part not yet executed, of the previous authorization approved by the Shareholders' Meeting on April 28, 2022;
  • approved, with a binding vote, section one and, with an advisory vote, section two of the report on remuneration policy and compensation paid, prepared pursuant to Articles 123-ter of the TUF and 84-quater of Consob Regulation No. 11971/1999.

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For further details, please refer to the documents made available in advance of the Meeting at Eurotech's registered office and on the website www.eurotech.com, as well as at the authorized storage mechanism at , in accordance with the terms and procedures set forth in current regulations.

Finally, it is hereby announced that the summary voting statement containing the number of shares represented at the Meeting and the shares for which votes were cast, the percentage of capital that these shares represented, and the number of votes for and against the resolutions and the number of abstentions, as well as the minutes of the Meeting, will be made available to the public within the terms and in the manner prescribed by law.

The Financial Reporting Officer Sandro Barazza certifies, pursuant to paragraph 2 Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the company's documented results, books and accounting records.

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Eurotech

Eurotech (ETH:IM) is a multinational company that designs, develops and delivers Edge Computers and Internet of Things (IoT) solutions complete with services, software and hardware to system integrators and enterprises. By adopting Eurotech's solutions, customers have access to components and software platforms for IoT, Edge Gateways to enable asset monitoring, and high-performance Edge Computer for applications including Artificial Intelligence (Edge AI). To offer more and more complete solutions Eurotech has activated partnerships with leading companies in their field of action, thus creating a global ecosystem that allows it to create "best in class" solutions for the Industrial Internet of Things. More information: www.eurotech.com

Contact

Investor Relations Andrea Barbaro +39 0433 485411 [email protected]

Corporate Communication

Federica Maion Tel. +39 0433 485411 [email protected]

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