Recordati Industria Chimica e Farmaceutica

AGM Information • Apr 21, 2023

Summary report of the votes

pursuant to article 125-quater, paragraph 2 of the Legislative Decree 24th February 1998 no. 58

Item 1.a of the agenda

Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2022; related and consequent resolutions: Financial Statements as at 31st December 2022;

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	176,240,726	98.970%	84.275%
Against	708,387	0.398%	0.339%
Abstension	1,126,430	0.633%	0.539%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 1.b of the Agenda

Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2022; related and consequent resolutions: allocation of the profit for the 2022 financial year.

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	178,030,448	99.975%	85.131%
Against	34,288	0.019%	0.016%
Abstension	10,807	0.006%	0.005%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 2.a of the Agenda

Appointment of the Board of Statutory Auditors: appointment of the members of the Board of Statutory Auditors;

	Shares no.	% Shares represented in the meeting	% of the Share Capital
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
Slate 1	118,517,527	66.555%	56.673%
Slate 2	59,064,313	33.168%	28.244%
Against	337,007	0.189%	0.161%
Abstension	106,249	0.060%	0.051%
Total	178,025,096	99.972%	85.128%
Not voting	50,447	0.028%	0.024%
Total	178,075,543	100.000%	85.153%

Item 2.b of the Agenda

Appointment of the Board of Statutory Auditors: appointment of the Chair of the Board of Statutory Auditors;

Please be informed that this item on the agenda was not put to the vote, as the office of Chair of the Board of Statutory Auditors, pursuant to Article 26 of the By-laws, is held by the first person listed in the second slate that obtained the highest number of votes at the Shareholders' Meeting after the first slate.

Item 2.c of the Agenda

Appointment of the Board of Statutory Auditors: determination of their remuneration.

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	177,344,543	99.590%	84.803%
Against	711,340	0.399%	0.340%
Abstension	19,660	0.011%	0.009%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 3.a of the Agenda

Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3-bis and 6, of Legislative Decree no. 58 of 24th February 1998: binding resolution on the first section regarding the remuneration policy;

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	162,238,987	91.107%	77.580%
Against	15,572,149	8.745%	7.446%
Abstension	264,407	0.148%	0.126%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 3.b of the Agenda

Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3-bis and 6, of Legislative Decree no. 58 of 24th February 1998: non-binding resolution on the second section on the remuneration paid for 2022.

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	135,594,135	76.144%	64.839%
Against	42,076,787	23.629%	20.120%
Abstension	404,621	0.227%	0.193%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 4 of the Agenda

Approval of the long-term incentive plan based on financial instruments named "2023-2025 Performance Shares Plan", upon withdrawal of the "2021-2023 Stock Option Plan" concerning the grant of stock options scheduled for 2023; related and consequent resolutions in accordance with article 114-bis of Legislative Decree no. 58 of 24th February 1998.

Shares no.	% Shares represented in the	% of the Share Capital
	meeting
178,075,543	100%	85.153%
178,075,543		85.153%
0	0.000%	0.000%
		100.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	139,133,235	78.132%	66.531%
Against	38,688,708	21.726%	18.500%
Abstension	253,600	0.142%	0.121%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%

Item 5 of the Agenda

Proposal to authorise the purchase and utilisation of treasury stock; related and consequent resolutions.

	Shares no.	% Shares represented in the	% of the Share Capital
		meeting
Quorum of the shareholders' meeting	178,075,543	100%	85.153%
Shares for which the Designated Representative
has instructions for the agenda to be voted
(voting quorum):	178,075,543	100.000%	85.153%
Shares for which the Designative Representative
had no instructions:	0	0.000%	0.000%

	Shares no.	% participants in the vote	% of the Share Capital
In favor	177,857,304	99.877%	85.048%
Against	218,239	0.123%	0.104%
Abstension	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%
Not voting	0	0.000%	0.000%
Total	178,075,543	100.000%	85.153%