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B.F.

AGM Information Jun 5, 2025

4503_rns_2025-06-05_aeff2ec4-3b7b-4c25-9930-f2701d9d725c.pdf

AGM Information

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  • APPROVED THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2024;
  • APPROVED THE DISTRIBUTION OF A DIVIDEND OF EUR 0.076 PER SHARE, TOTALLING EUR 19.9 MILLION;
  • FAVOURABLE RESOLUTIONS ON THE REPORT ON THE REMUNERATION POLICY AND REMUNERATION PAID;
  • APPOINTED THE NEW BOARD OF DIRECTORS;
  • APPROVED THE APPOINTMENT OF THE STATUTORY AUDITORS FOR THE PERIOD 2026-2034;
  • APPROVED THE AUTHORISATION FOR THE BOARD OF DIRECTORS TO PURCHASE A MAXIMUM OF 631,838 ORDINARY SHARES OF THE COMPANY TO SERVICE REMUNERATION AND INCENTIVE PLANS.

Milan, 05 June 2025

The Ordinary Shareholders' Meeting of B.F. S.p.A. ("BF" or the "Company") met today, in a single session, at the Notary Office Marchetti in Milan, via Agnello n. 18, under the chairmanship of Prof. Michele Pisante, in his capacity as Chairman of the Board of Directors.

Balance Sheet as at 31 December 2024. Consolidated Balance Sheet and Consolidated Sustainability Report as at 31 December 2024.

The Shareholders' Meeting approved the financial statements of the Company as at 31 December 2024, as proposed by the Board of Directors on 24 April 2025 and disclosed to the public in a press release on the same date.

Consolidated production value increased from EUR 1,387 million in 2023 to EUR 1,505 million in 2024. Consolidated EBITDA increased from EUR 75 million in 2023 to EUR 100 million in 2024. In addition to the enlarged scope of consolidation, the growth is attributable to the effects of integration with investee companies.

The Assembly took note of the consolidated financial statements and the consolidated sustainability report as at 31 December 2024.

Allocation of profit for the year and distribution of a dividend of Euro 0.076 per share

The Shareholders' Meeting resolved:

• to allocate the operating profit of Euro 42,784,440.02 as follows:

  • as for Euro 1,454,740.00, to the "Non-distributable profit reserve", unavailable pursuant to art. 6, paragraph 1, letter a) of Legislative Decree no. 38/2005;

  • as for Euro 2,139,222.00 to Legal Reserve;

  • as for Euro 19,287,340.30 to "Reserve of Profits available for distribution";

  • as for Euro 19,903,137.72 to the Shareholders as a dividend, equal to Euro 0.076 per share for each of the 261,883,391 shares currently in circulation;

• to provide for the dividend to be paid with an ex-dividend date of 7 July 2025 (coupon number 10), record date 8 July 2025 and payment date 9 July 2025.

Report on remuneration policy and compensation paid

The Shareholders' Meeting approved the first section of the report on remuneration policy and compensation paid prepared pursuant to Articles 123-ter of the Consolidated Law on Finance and 84-quater of the Regulation on Issuers, as well as cast a favourable advisory vote on the second section of the same report.

Appointment of the Board of Directors for the three-year period 2025-2027 and determination of the relevant remuneration

The Shareholders' Meeting appointed the new Board of Directors for the three-year period 2025-2027 and, thus, until the Shareholders' Meeting convened to approve the financial statements as at 31 December 2027.

Following the vote, the following were appointed:

    1. Federico Vecchioni*;
    1. Rossella Locatelli*;
    1. Gianluca Lelli*;
    1. Barbara Saltamartini*;
    1. Sara Zanotelli*;
    1. Luigi Ciarrocchi*;
    1. Gabriella Fantolino*;
    1. Carlo Boni Brivio*;
    1. Riccardo Bovino*;
    1. Giuseppe Andreano**;
    1. Maria Teresa Bianchi**.

* taken from the list submitted by the shareholder ARUM S.p.A., holder of 24.76% of the voting rights, which obtained 64.11% of the votes cast at the Shareholders' Meeting and was therefore the most voted list;

** taken from the list presented by the shareholder Dompé Holdings s.r.l., holder of 29.20% of the voting rights, which obtained 30.18% of the votes cast at the Shareholders' Meeting and was therefore the second most voted list.

The following persons have declared that they meet the independence requirements set forth in Article 148 TUF and the Corporate Governance Code Maria Teresa Bianchi, Carlo Boni Brivio, Luigi Ciarrocchi, Gabriella Fantolino, Rossella Locatelli, Barbara Saltamartini e Sara Zanotelli. The characteristics of directors in terms of executive status and membership of internal committees will be disclosed following their determination by the Board.

The curricula of the directors appointed by the Shareholders' Meeting today are available at the registered office, on the Company's website www.bfspa.it and on the authorised storage mechanism '' ().

The Shareholders' Meeting resolved to approve a total emolument of Euro 330,000, gross of withholding taxes and accessories required by law, where applicable, pro rata temporis and during the term of office, for each financial year, in addition to the reimbursement of expenses, delegating the Board of Directors to allocate the relative amount pursuant to Article 2389, paragraph 3 of the Italian Civil Code, without prejudice to any remuneration for Directors holding special offices that may be assigned by the Board of Directors pursuant to Article 2389, paragraph 3 of the Italian Civil Code.

It should be noted that, according to the information made available to the Company, at the time of his appointment, director Federico Vecchioni holds, through ARUM S.p.A. and Elfe s.r.l., shares representing 24.15% of the Company's share capital.

Approved the appointment of the statutory auditors for the period 2026-2034.

The Shareholders' Meeting resolved to appoint the auditing firm KPMG S.p.A. as the independent auditors for the financial years 2026-2034, approving the relevant resolution proposal formulated by the Board of Directors, which adhered to the first preference contained in the reasoned recommendation of the Board of Statutory Auditors as the Internal Control and Audit Committee.

Approved the authorisation of the Board of Directors to purchase a maximum of 631,838 ordinary shares of the Company to service remuneration and incentive plans

The Shareholders' Meeting, after revoking the authorization to purchase own shares resolved on 10 May 2023, resolved to authorize the Board of Directors, pursuant to Article 2357, paragraph 2, and 2357-ter, paragraph 1, of the Civil Code, to purchase a maximum of 631,838 ordinary shares of the Company and to carry out acts of disposal of the same at the service of the long-term remuneration and incentive plan called "LTIP 2023-2025" as well as to additional remuneration and incentive plans that will eventually be approved.

Filing documentation

The summary report of the votes and the minutes of the Shareholders' Meeting will be made available to the public, within the terms of the law, at the registered office, on the Company's website www.bfspa.it and on the storage mechanism ().

*

Declaration of the manager in charge of preparing accounting documents

The Financial Reporting Officer of B.F. S.p.A. Simone Galbignani declares, pursuant to paragraph 2 of art. 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documentary evidence, books and accounting records.

*

***

Company contacts: Giuseppina Cenacchi Press Office: Ad Hoc Communication Advisors
Tel: +39 0532 836102 Tel: +39 02 7606741
[email protected] Mario Pellegatta ([email protected])
www.bfspa.it Ivan Barbieri (3351415581; [email protected])

B.F. S.p.A. ("BF") is a holding company listed on Euronext Milan, whose shareholders include institutional investors, credit institutions and private entrepreneurs. BF is active, through its subsidiaries, in several sectors of the agro-industrial supply chain and in the market for services and products for farmers. For further information: www.bfspa.it.

Registered Office: Via Cavicchini, 2 | 44037 Jolanda di Savoia (FE) | t +39 0532 836102 | f +39 0532 836722 [email protected] | [email protected] | Corporate website www.bfspa.it Share Capital Euro 261.883.391,00 | Fiscal Code and Registration Number 08677760962 | REA Ferrara 217478

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