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RPT - Eurotech: the Board of Directors resolves a capital increase reserved for the relative majority shareholder Emera for a total of Euro 2.5 million, converting the payment made by Emera in 2024

Company: Eurotech Date: 2025-06-24 Language: English Register to download

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## Eurotech: the Board of Directors resolves a capital increase reserved for the relative majority shareholder Emera S.r.l. for a total of Euro 2.5 million, converting the payment made by Emera S.r.l. in 2024

Amaro (Italy), 23 June 2025 – Eurotech S.p.A. ("Eurotech" or the "Company") announces that, today, the Board of Directors, in partial execution of the authority to increase the share capital granted to it by the Extraordinary Shareholders' Meeting of October 15, 2024 pursuant to Article 2443 of the Italian Civil Code, approved a paid capital increase, to be carried out in a single indivisible tranche, with the exclusion of option rights pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code, in the amount of Euro 778,331.25 plus a share premium of Euro 1,721,668.73 and thus for a total of Euro 2,499,999.98, reserved for the relative majority shareholder Emera S.r.l. ("Emera").

Specifically, the Board of Directors resolved to issue 3,113,325 new ordinary shares, with no express par value, having the same characteristics as the shares already in circulation and with regular dividend entitlements, to be automatically admitted to trading on Euronext STAR Milan organized and managed by Borsa Italiana S.p.A., reserved for subscription to Emera at a subscription price of Euro 0.803 per newly issued share, of which Euro 0.250 is to be allocated to share capital and Euro 0.553 to share premium.

The capital increase - which, pursuant to the aforementioned civil law provision and the company's bylaws, took place within the threshold of 10% of the pre-existing share capital and providing for a subscription price corresponding to the market value of Eurotech's shares - is aimed at converting into share capital (and share premium) the payment on account of future capital increase for a total amount of Euro 2.5 million made by Emera in two tranches during the 2024 financial year. The capital increase was subscribed by Emera on today's date, and the newly issued shares were simultaneously paid up by using, for an amount equal to the approved increase, part of the reserve for future capital increase resulting in the Company's net worth. As a result of the capital increase, Emera – based on the information available to the Company – holds a total of 9,551,046 Eurotech shares, equal to approximately 24.725% of the share capital.

The subscription price of the newly issued shares was determined by the Board of Directors with the support of Ambromobiliare S.p.A. as independent financial advisor, which issued its fairness opinion concerning the identification of the most appropriate criterion to be applied to determine this price and the assessment of its fairness.

In addition, pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code, the correspondence of the subscription price to the market value of Eurotech's shares has been attested with a report by the independent audit firm BDO Italia S.p.A.

As Emera is a related party of Eurotech - since (i) it exercises at least a significant influence on Eurotech, being a relative majority shareholder as well as an entity that expresses the entire Board of Directors of Eurotech, and (ii) Eurotech's directors Aldo Fumagalli and Davide Albino Carando in turn exercise a significant influence on Emera (being indirect shareholders as well as members of the administrative

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body) -, the capital increase was approved by the Board of Directors with the favorable opinion of the Related Parties Committee and with the abstention of directors Fumagalli and Carando, in application of Eurotech's procedure for related party transactions.

Although the capital increase is a related party transaction "of lesser significance" - and without prejudice to the fact that the Company, being "of minor significance" pursuant to Article 3 of Consob Regulation no. 17221/2010, applies to related party transactions of "greater significance" the procedure provided for the approval of transactions of "lesser significance" - the Board of Directors of Eurotech, with a view to ensuring the greatest possible transparency to the market in relation to the transaction, has decided to publish on a voluntary basis the disclosure document provided for in the case of transactions of "greater significance" pursuant to Article 5 of the aforementioned Consob Regulation. This document will be made available to the public in the time and manner prescribed by law, together with the opinion of the Related Parties Committee and the fairness opinion issued by Ambromobiliare.

For any further information, please refer to the illustrative report of the Board of Directors, containing the information required by the applicable regulations and made available to the public today, with BDO's report attached, on the Company's website www.eurotech.com (in section Investors) and on the authorized storage mechanism "1info" accessible at www.1info.it.

## 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 andrea.barbaro@eurotech.com Corporate Communication Federica Maion Tel. +39 0433 485411 federica.maion@eurotech.com