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RNS - MARZOCCHI POMPE: PUBLICATION OF THE NOTICE OF CALLING OF THE ORDINARY SHAREHOLDERS' MEETING FOR APRIL 30, 2025 IN FIRST CALL

Company: Marzocchi Pompe Date: 2025-04-11 Language: English Register to download
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# PRESS RELEASE

# MARZOCCHI POMPE: PUBLICATION OF THE NOTICE OF CALLING OF THE ORDINARY SHAREHOLDERS' MEETING FOR APRIL 30, 2025 IN FIRST CALL

Bologna, 11 April 2025 – Marzocchi Pompe S.p.A. (EGM:MARP), A leading company in the design, production, and marketing of high-performance gear pumps and motors, announces the publication today of the notice of calling of the Ordinary Shareholders' Meeting on its website www.marzocchipompe.com (Investor Relations Section – Shareholders' Meetings), on the Borsa Italiana S.p.A. website (Shares Section – Documents), and as an excerpt in the newspaper "Italia Oggi".

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## NOTICE OF CALLING OF THE ORDINARY SHAREHOLDERS' MEETING

The Shareholders' Meeting of Marzocchi Pompe S.p.A. ("MP" or the "Company") is convened, in ordinary session, for April 30, 2025, in first call, at 11:00 a.m., and if necessary, in second call, for May 5, 2025, at 11:00 a.m., and is considered held at the Company's registered office, in Zola Predosa (BO), Via A. Grazia no. 2, to discuss and deliberate on the following

### AGENDA

- 1. Examination and approval of the financial statements as of December 31, 2024, of the Company, presentation of the Management Report by the Board of Directors, the Report of the Board of Statutory Auditors, and the Report of the Auditing Firm, presentation of the consolidated financial statements of the Group as of December 31, 2024: related and consequent resolutions.
- 2. Allocation of the profit for the year: related and consequent resolutions.
- 3. Renewal of the Board of Statutory Auditors for the three-year term: related and consequent resolutions:
	- 3.1 Appointment of the members of the Board of Statutory Auditors;
	- 3.2 Determination of the remuneration of the members of the Board of Statutory Auditors.
- 4. Authorization to purchase and dispose of treasury shares pursuant to Articles 2357 and 2357-ter of the Civil Code: related and consequent resolutions.

The Company has decided to make use of the option granted by Article 18 of the Articles of Association ("Articles"), providing that participation in the Shareholders' Meeting and the exercise of voting rights shall take place exclusively through the representative designated by the Company ("Designated Representative") pursuant to Article 135-undecies of Legislative Decree No. 58 of

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February 24, 1998 ("TUF"), which is amply evidenced on the Company's website, at the address www.marzocchipompe.com – Investor Relations Section/Shareholders' Meetings, and in the following paragraph "Representation in the Shareholders' Meeting and Designated Representative". The Designated Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4, of the TUF, as specified below. Participation in the Shareholders' Meeting by authorized persons (the President, the CEO, the President of the Board of Statutory Auditors, other members of the Corporate Bodies, the Secretary, the Designated Representative, the Auditing Firm and/or employees and/or collaborators authorized by the President) may also (or exclusively) take place by means of telecommunications that allow their identification, with the methods individually communicated to them, in compliance with the applicable regulatory provisions for such an event, without the need for the President and the Secretary to be in the same place. The methods of conducting the Shareholders' Meeting may be integrated and/or modified. Any changes will be promptly communicated in the same manner provided for the publication of the Notice and/or through the information channels provided for by current regulations.

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## INFORMATION ON SHARE CAPITAL

As of the date of this Notice of Calling, the share capital of MP amounts to 6,538,750 euros and is divided into 6,538,750 ordinary shares, all without indication of nominal value. Each ordinary share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings, except for treasury shares. As of the date of this Notice (April 11, 2025), the Company holds 65,500 treasury shares, equal to 1.0017% of the Share Capital.

## ENTITLEMENT TO PARTICIPATE AND VOTE IN THE SHAREHOLDERS' MEETING

Pursuant to the law and the Articles of Association, the entitlement to participate in the Shareholders' Meeting and exercise voting rights – which may be exercised exclusively through the Designated Representative – is certified by a communication made at the request of the entitled party to the Company by the authorized intermediary who keeps the accounts on which the shares of Marzocchi Pompe S.p.A. are registered in favor of the person entitled to vote, based on the evidence of its accounting records as of the end of the accounting day of the seventh open market day preceding the date set for the Shareholders' Meeting in first call (i.e., April 17, 2025 – record date).

Credits and debits recorded on accounts after this deadline are not relevant for the purpose of legitimizing the exercise of voting rights in the Shareholders' Meeting and, therefore, those who become holders of the Company's shares only after the aforementioned date (i.e., after April 17, 2025) will not be entitled to vote in the Shareholders' Meeting through the Designated Representative.

The communication to the intermediary mentioned above must be received by the Company by the end of the third open market day preceding the date set for the Shareholders' Meeting in first call (i.e., April 25, 2025).

The entitlement to participate and vote – exclusively through the Designated Representative – remains valid if the communication is received by the Company after this deadline, provided it is received before the start of the meeting. It is reminded that the communication to the Company is made by the intermediary at the request of the person entitled to vote.

MARZOCCHI POMPE S.P.A.– Direzione e Coordinamento di ABBEY ROAD S.R.L.

Via A. Grazia, 2 – 40069 Zola Predosa (Bo) Italy – Tel (+39) 051/6137511 Fax (+39) 051/592083 Nr. M. Bo 047739 – N.REA 422251 – Registro Imprese /Cod. Fisc. 03285900969 – P.IVA IT 03285900969 – C.S. Euro 6.538.750,00 i.v. e-mail: info@marzocchipompe.com - Web: www.marzocchipompe.com

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## REPRESENTATION IN THE SHAREHOLDERS' MEETING AND DESIGNATED REPRESENTATIVE

Each person entitled to participate and vote in the Shareholders' Meeting must be represented through the Designated Representative by written proxy in accordance with current legal provisions. For the Shareholders' Meeting referred to in this Notice of Calling, the Company has designated as the Designated Representative pursuant to Article 135-undecies of the TUF the law firm Trevisan & Associati, located at Viale Majno no. 45, 20122 – Milan, in the person of Avv. Dario Trevisan or his substitutes in case of impediment, to whom written proxy may be granted, alternatively pursuant to Article 135-undecies TUF or Article 135-novies TUF, at no cost to the delegator (except for any shipping costs), with voting instructions on all or some of the proposals on the Agenda. The proxy is effective only for the proposals for which voting instructions are given.

The proxy to the Designated Representative pursuant to Article 135-undecies of the TUF must be granted by signing the specific Proxy Form to the Designated Representative made available, with the relevant instructions for completion and transmission, at the company's registered office and on the company's website, at the address www.marzocchipompe.com – Investor Relations Section / Shareholders' Meetings, as well as on the Borsa Italiana S.p.A. website, at the address www.borsaitaliana.it – Sezione Shares section / Documents, containing voting instructions on all or some of the proposals on the Agenda, together with a copy of a valid identity document of the delegator and, if the delegator is a legal entity, a copy of a valid identity document of the legal representative pro tempore, or another person with suitable powers, together with documentation suitable to certify their qualification and powers (copy of chamber of commerce registration or similar), and be received, in original, by courier or registered letter with return receipt, at the address: Studio Legale Trevisan & Associati,

Viale Majno n. 45,

20122 – Milan

(Ref. "Proxy for the Shareholders' Meeting MARZOCCHI POMPE 2025"),

by the end of the second open market day preceding the date set for the Shareholders' Meeting (i.e., if the Meeting is held in first call, by 11:59 p.m. on April 28, 2025, or if the Meeting is held in second call, by 11:59 p.m. on April 30, 2025). Notwithstanding the sending of the original proxy, complete with voting instructions, it may also be notified electronically, to the certified email address: rappresentante-designato@pec.it. Sending the proxy to the aforementioned certified email address, signed with an electronic or digital signature in accordance with current regulations, satisfies the requirement of written form.

The proxy and voting instructions given to the Designated Representative pursuant to Article 135 undecies of the TUF are revocable by the end of the second open market day preceding the date set for the Shareholders' Meeting (i.e., if the Meeting is held in first call, by 11:59 p.m. on April 28, 2025, or by 11:59 p.m. on April 30, 2025, if the Meeting is held in second call), with the same methods provided for the granting.

It is specified that the shares for which the proxy has been granted, even partially, are counted for the regular constitution of the Meeting; in relation to the proposals for which voting instructions have not been given, the shares are not counted for the calculation of the majority and the share of capital required for the approval of the resolutions.

Those who do not wish to make use of the proxies pursuant to Article 135-undecies of the TUF may grant proxies and/or sub-proxies to the Designated Representative pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4, of the TUF, which, with the relevant written voting instructions, together with a copy of a valid identity document of the delegator and, if the delegator is a legal entity, a copy of a valid identity document of the legal representative pro tempore, or another person with suitable powers, together with documentation suitable to certify their qualification and powers (copy of chamber of commerce registration or similar), must be received by 12:00 p.m. on April 29, 2025, if the Meeting is held in first call, or by 12:00 p.m. on May 2, 2025, if

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the Meeting is held in second call (notwithstanding that the Designated Representative may accept proxies and/or sub-proxies and/or voting instructions even after the aforementioned deadline, provided it is before the start of the meeting):

((i) to the Company, by mail, at the address: Via A. Grazia no. 2, 40069 - Zola Predosa (BO), or by certified email, at the address: mpompe@legalmail.it.,

or, alternatively (ii) to the law firm Trevisan & Associati, by mail, at the address:: Viale Majno n. 45, 20122 - Milan, or by certified email, at the address: rappresentante-designato@pec.it or by ordinary email, at the address: rappresentante-designato@trevisanlaw.it.

The proxy and voting instructions given to the Designated Representative pursuant to Article 135 novies of the TUF are revocable by the same deadline (i.e., by 12:00 p.m. on April 29, 2025, if the Meeting is held in first call, or by 12:00 p.m. on May 2, 2025, if the Meeting is held in second call), with the same methods provided for the granting. Further information, including the applicable regulations for the Designated Representative, can be found on the Company's website, at the address www.marzocchipompe.com – Investor Relations Section / Shareholders' Meetings.

Additionally, for any clarifications regarding the granting of the proxy to the Designated Representative (and, in particular, regarding the completion of the proxy form and voting instructions and their transmission), it is possible to contact the Designated Representative at the addresses indicated above and/or at the toll-free number: 800 134 679 (during working days and hours). No voting procedures by correspondence or electronic means are provided for the Meeting.

## RIGHT OF SHAREHOLDERS TO ASK QUESTIONS ON THE ITEMS ON THE AGENDA

Pursuant to Article 17.4 of the current Articles of Association, those entitled to vote may ask questions on the items on the Agenda even before the Shareholders' Meeting, by sending them to the Company within 5 (five) open market days preceding the date set for the Meeting in first call (i.e., by April 23, 2025).

Questions may be sent: (i) by registered mail with return receipt, to be sent to the Company's registered office; (ii) by certified email, to the address: mpompe@legalmail.it. Questions must be accompanied by the communication sent by the intermediary to the Company certifying the entitlement to exercise the right to vote. Questions received within the indicated deadline will be answered at the latest during the Shareholders' Meeting itself, with the Company having the option to provide a unified response to questions with the same content.

#### INTEGRATION OF THE AGENDA OF THE SHAREHOLDERS' MEETING AND PRESENTATION OF NEW PROPOSALS FOR RESOLUTIONS

Pursuant to Article 17.3 of the current Articles of Association, Shareholders who, even jointly, represent at least 10% of the share capital may request, within 5 (five) days from the publication of this Notice of Calling, the integration of the list of matters to be discussed at the Meeting, indicating in the request the additional topics proposed, or present proposals for resolutions on matters already on the Agenda. Integration is not allowed for topics on which the Meeting resolves, according to current provisions, on the proposal of the Board of Directors or based on a project or report prepared by it, different from those on the Agenda.

The requests, together with the communication made by the authorized intermediary certifying the ownership of the participation and the report stating the reason for the request or proposal, must be submitted in writing to the company's registered office by registered mail with return receipt or by certified email, to the address: mpompe@legalmail.it.

Any integrations of the Agenda, or the presentation of proposals for resolutions on matters already on the Agenda, will be announced at least seven days before the date set for the Meeting, in the same forms provided for the publication of this Notice, in order to allow those entitled to vote to

MARZOCCHI POMPE S.P.A.– Direzione e Coordinamento di ABBEY ROAD S.R.L.

Via A. Grazia, 2 – 40069 Zola Predosa (Bo) Italy – Tel (+39) 051/6137511 Fax (+39) 051/592083

Nr. M. Bo 047739 – N.REA 422251 – Registro Imprese /Cod. Fisc. 03285900969 – P.IVA IT 03285900969 – C.S. Euro 6.538.750,00 i.v. e-mail: info@marzocchipompe.com - Web: www.marzocchipompe.com

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express themselves consciously also taking into account these new proposals and to allow the Designated Representative to collect voting instructions also on the same.

At the same time, the reports prepared by those requesting the integration and/or the additional proposals for resolutions presented, accompanied by any evaluations of the administrative body, will be made available to the public in the same forms provided for the documentation relating to the Meeting. In any case, those entitled to vote may individually present proposals for resolutions at the Meeting by sending them by April 17, 2025, in the same manner indicated above.

For the purposes of the above, the Company reserves the right to verify the relevance of the proposals to the topics on the Agenda, their completeness and compliance with applicable regulations, as well as the legitimacy of the proposers.

#### DOCUMENTATION

Simultaneously with the publication of this Notice of Calling, the following documents are made available to the public at the Company's registered office, on the Company's website at www.marzocchipompe.com, and on the Borsa Italiana S.p.A. website at www.borsaitaliana.it: (i) the proxy form to the Designated Representative pursuant to Article 135-undecies of the TUF; (ii) the proxy form and (iii) the sub-proxy form to the Designated Representative pursuant to Article 135 novies of the TUF.

Additional documentation related to the Shareholders' Meeting – including the illustrative reports on the items on the Agenda and the related resolution proposals – will be made available to the public, within the terms provided by current regulations, at the Company's registered office, on the Company's website at www.marzocchipompe.com nd on the Borsa Italiana S.p.A. website at www.borsaitaliana.it.

Considering the Company's shareholding structure, it is expected that the Meeting will be validly constituted and able to deliberate in first call on April 30, 2025, at 11:00 a.m.

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This Notice of Calling is published on the Company website at www.marzocchipompe.com, on the Borsa Italiana S.p.A. website at www.borsaitaliana.it, and as an excerpt in the newspaper "Italia Oggi".

This press release is available on the website www.marzocchipompe.com and on the authorized storage mechanism www.1info.it.

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#### Marzocchi Pompe S.p.A.

Marzocchi Pompe is a leading company in the design, production, and marketing of high-performance gear pumps and motors, which are used in various fields: industrial, mobile, and automotive. Founded in 1949, it is controlled by the Marzocchi family, which holds the majority of the shares and is represented in the Company by Paolo Marzocchi, Chairman, and his son Carlo, Deputy Chairman. The shareholding structure also includes CEO Gabriele Bonfiglioli and three other managers. Production is carried out entirely in Italy at the two sites in Casalecchio di Reno (BO) and Zola Predosa (BO). Marzocchi Pompe is present in over 50 countries through an international distribution network.

#### Contacts

Gabriele Bonfiglioli, CEO & IR ir@marzocchipompe.com Francesco D'Antonio francesco.dantonio@integraesim.it

CDR Communication – Investor Relations e Media Relations

Paola Buratti (IR) paola.buratti@cdr-communication.it Martina Zuccherini (Media) martina.zuccherini@cdr-communication.it

Marzocchi Pompe S.p.A. Integrae SIM S.p.A. – Euronext Growth Advisor

Dario Gancitano dario.gancitano@integraesim.it Beatrice Bussoli beatrice.bussoli@integraesim.it