Pre-Annual General Meeting Information • Sep 11, 2025
Pre-Annual General Meeting Information
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Emera confirms its role as reference shareholder, undertaking to provide additional financial resources to Eurotech – through one or more payments on account of future capital increase – up to a maximum amount of Euro 6.5 million.
Amaro (Italy), 11 September 2025 – Eurotech S.p.A. announces that the relative majority shareholder Emera S.r.l. has undertaken a new commitment (following the previous commitment announced on 5 February 2025) to make in favour of Eurotech one or more payments on account of future capital increase up to a maximum amount of Euro 6.5 million for the financial years 2025 and 2026, according to the Company's needs.
These additional resources will be functional to the implementation of the new plan for the transformation and relaunch of the Group, which is currently being prepared and is expected to be finalized by October 2025, aimed at restoring the Group's stable profitability and cash generation across all Group companies, with particular focus on the role of Eurotech S.p.A.
Emera's support may ultimately not be required if Eurotech obtains alternative financing during 2025.
In this context, the Company's Board of Directors has also resolved to call the Shareholders' Meeting on 15 October 2025 to resolve, in extraordinary session, on the proposal to amend the Bylaws in order to introduce – pursuant to Article 106, paragraph 1-ter, of Legislative Decree No. 58/1998 ("TUF") – a threshold higher than the one set by law for the triggering of a mandatory takeover bid, to be set in the Bylaws at 40% of the share capital (or of the voting rights exercisable). The proposed statutory amendment is intended to ensure, at a crucial stage for the relaunch and transformation of the Eurotech Group, financial support from the relative majority shareholder and/or from any other investors, facilitating transactions aimed at raising the required capital (also through exercise of the power to resolve capital increases granted to the Board of Directors by the Shareholders' Meeting on October 15, 2024), and maintaining at the same time, within the limits set by the law, a balance between the need to strengthen the Company's capital and the protection of the prerogatives of minority shareholders. Pursuant to the aforementioned Article 106, paragraph 1-ter, TUF, shareholders who will not concur in the approval of the relevant resolution shall be entitled to exercise their right of withdrawal.
The Board will also submit to the Shareholders' Meeting, in ordinary session, (i) the confirmation of Massimo Milan and Laura Amadesi as directors until the expiry of the current Board mandate, following their co-optation on 5 June and 7 July 2025 respectively, (ii) the



ratification of the actions of the former Chief Executive Officer Paul Chawla, along with the waiver of liability actions and the granting of indemnification for acts carried out, excluding any cases of ascertained willful misconduct or gross negligence (in accordance – as already disclosed in the press release on 5 June 2025 – of the commitments undertaken in connection with the early termination of such director), and (iii) the proposed amendment to the 2024– 2026 Performance Shares Plan, in order to reflect the agreements reached with the new Chief Executive Officer Massimo Milan.
Since Emera is a related party of Eurotech – as (i) it exercises at least a significant influence over Eurotech, being the relative majority shareholder as well as the entity that appointed the entire Board of Directors of Eurotech, and (ii) Eurotech directors Aldo Fumagalli and Davide Albino Carando also exercise a significant influence over Emera (being its indirect shareholders and members of its management body) – Emera's commitment was approved by the Board of Directors subject to the favourable 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. Since Emera's commitment qualifies as a "greater significance" transaction, as the maximum overall amount of the payments on account of future capital increase (Euro 6.5 million) exceeds the applicable materiality threshold (and in particular the "value significance index") pursuant to Consob Regulation no. 17221/2010, as subsequently amended and supplemented, on related-party transactions (the "Consob RPT Regulation"), the relevant disclosure document, prepared in accordance with Annex 4 of the Consob RPT Regulation and including the favourable opinion of the Related Parties Committee, will be made available within the terms and in the manner prescribed by law.
For further information on the items on the agenda of the above-mentioned Shareholders' Meeting, which will be convened in accordance with the terms and procedures set out by law, please refer to the explanatory reports of the Board of Directors on all items on the agenda (including the information document pursuant to Article 84-bis of the Issuers' Regulation concerning the amendments to the 2024–2026 Performance Shares Plan). Such documentation will be made available, within the terms and in the manner prescribed by law, at the Company's registered office, on the Company's website www.eurotech.com (Investors / Shareholders' Meeting section), and through the authorized storage mechanism , available at .



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
Investor Relations Andrea Barbaro +39 0433 485411 Corporate Communication Federica Maion Tel. +39 0433 485411

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