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Eurotech

Pre-Annual General Meeting Information Sep 15, 2025

4469_rns_2025-09-15_38f0f4b3-ea0c-4c35-ad07-789f6d4b3344.pdf

Pre-Annual General Meeting Information

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THIS DOCUMENT HAS BEEN TRANSLATED INTO ENGLISH FOR THE CONVENIENCE OF READERS OUTSIDE ITALY.

THE ORIGINAL ITALIAN DOCUMENT SHOULD BE CONSIDERED THE AUTHORITATIVE VERSION.

Eurotech S.p.A.

Registered office in Amaro (UD), Via Fratelli Solari n. 3/A

Share capital: €9,657,277.25 fully paid up

Registration number in the Udine Register of Companies, tax code and VAT number 0179133030

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The shareholders' meeting of Eurotech S.p.A. ("Eurotech" or the "Company") is convened, in ordinary and extraordinary session, for October 15, 2025, at 2:00 p.m., in Amaro (UD), via Jacopo Linussio 1 – Industrial Zone, in the conference room of Friuli Innovazione's "Centro Multimediale Sede Secondaria Amaro" (Amaro Secondary Headquarters Multimedia Center), , in a single convocation, to deliberate on the following

AGENDA

Ordinary session

    1. Appointment of two members of the board of directors pursuant to Article 2386 of the Italian Civil Code and Article 14 of the Articles of Association; related and consequent resolutions
    1. Waiver, pursuant to Article 2393, paragraph 6, of the Italian Civil Code, of liability action against former CEO Paul Chawla; related and consequent resolutions.
    1. Adoption of amendments to the 2024-2026 Performance Share Plan; related and consequent resolutions.

Extraordinary session

  1. Proposal to amend Article 5 of the Articles of Association by introducing a new threshold for the obligation to launch a takeover bid; related and consequent resolutions.

Those entitled to attend the Shareholders' Meeting are invited to arrive well in advance of the time of the meeting, in order to facilitate accreditation and registration, which will begin at 1:30 p.m.

Information on share capital

As of the date of this notice, the Company's share capital amounts to €9,657,277.25, represented by 38,629109 ordinary shares with no par value, and the Company holds 183,606 treasury shares, equal to approximately 0.48 % of the share capital, whose voting rights are suspended pursuant to Article 2357-ter of the Italian Civil Code.

Any subsequent changes to the above information will be published on the Company's website and announced at the opening of the shareholders' meeting.

Entitlement to attend and vote at the Shareholders' Meeting

Each ordinary share entitles the holder to one vote at the Company's ordinary and extraordinary shareholders' meetings.

Pursuant to Article 83-sexies of Legislative Decree No. 58/98 ("TUF"), the right to attend the Shareholders' Meeting and exercise voting rights is certified by a communication to the Company, made by the intermediary authorized to keep accounts in accordance with the law, on the basis of the evidence of its accounting records relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting in single call, i.e., October 6, 2025 (record date); those who become shareholders of the Company only after that date will not be entitled to attend and vote at the Shareholders' Meeting. The intermediary's communication must be received by the Company by the end of the third trading day preceding the date set for the Shareholders' Meeting in single call (i.e., by October 10, 2025). However, the right to attend and vote remains valid if the communications are received by the Company after the above deadline, provided that they are received before the start of the meeting.

Pursuant to Article 9 of the Articles of Association, any person entitled to attend the Shareholders' Meeting may be represented by written proxy in accordance with the provisions of law in force, with the right to sign the proxy form available on the Company's website www.eurotech.com (Section "Investors / Shareholders' Meeting"); The proxy may be sent to the Company (accompanied by a copy of the delegating party's valid identity document or, if the delegating party is a legal entity, of the pro tempore legal representative or other person with appropriate powers, together with documentation certifying their status and powers) by registered mail to the registered office in Amaro (UD), Via Fratelli Solari 3/a, or by electronic notification to the certified email addres[email protected] . The proxy may be granted by means of an electronic document signed in electronic form pursuant to Article 20, paragraph 1-bis, of Legislative Decree No. 82/2005.

The Company has appointed Monte Titoli S.p.A., with registered office in Milan, as the Designated Representative of the Shareholders, pursuant to Article 135-undecies of the TUF, to whom written proxy may be granted on the proposals on the agenda of the Shareholders' Meeting. The proxy must contain voting instructions on all or some of the items on the agenda and is effective only for those items for which voting instructions are given. Proxies may not be granted to Monte Titoli S.p.A. except in its capacity as Designated Representative of the Company. The proxy must be granted by completing and signing the specific form available on the Company's website (at www.eurotech.com,

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"Investors/Shareholders' Meeting" section) or at the registered office and must be received by the end of the second trading day prior to the date set for the Shareholders' Meeting in single call (i.e., by October 13, 2025) together with a copy of a valid identity document of the delegating party (or, if the delegating party is a legal entity, of the pro tempore legal representative or other person with appropriate powers, together with appropriate documentation certifying their status and powers) to Monte Titoli S.p.A. in one of the following ways: (i) transmission of a digitally reproduced copy (PDF) to the certified email addres[email protected] (subject line "Delega Assemblea Eurotech ottobre 2025") from your certified email account (or, failing that, from your ordinary email account, in which case the proxy form with voting instructions must be signed with a qualified or digital electronic signature); (ii) sending the original by courier or registered mail with return receipt to the attention of the Register Services department at Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Eurotech Shareholders' Meeting Proxy October 2025") with a copy sent in advance by email t[email protected] (subject line "Eurotech Shareholders' Meeting Proxy October 2025").

Within the same deadline (October 13, 2025), the proxy and voting instructions may be revoked. The proxy shall have no effect with regard to proposals for which no voting instructions have been given.

There are no procedures for voting by mail or electronic means.

For any clarification regarding the granting of proxies (and in particular regarding the completion of the proxy form and voting instructions and their transmission), those entitled to attend the Shareholders' Meeting may contact Monte Titoli S.p.A. by email a[email protected] or by telephone at (+39) 02.33635810 on business days from 9:00 a.m. to 5:00 p.m.

Right to request additions to the agenda and to submit new proposals for resolutions

Pursuant to Article 126-bis of the Consolidated Law on Finance, shareholders who, individually or jointly, represent at least one-fortieth of the share capital may, within ten days of the publication of this notice (i.e., by September 25, 2025), request the addition of items to the agenda, indicating in their request the additional items they propose, or submit proposals for resolutions on items already on the agenda. The right to exercise this right is certified by a communication to the Company by the intermediary authorized pursuant to Article 43 of the Single Provision on Post-Trading by Consob and the Bank of Italy of August 13, 2018 ("Regulation of central counterparties, central depositories, and centralized management activities") (the "Joint Provision"). The request must be submitted in writing to the certified email addres[email protected], provided that it is received by the Company within the above deadline; within the same deadline and in the same manner, any proposing shareholders must submit a report setting out the reasons for the proposed resolutions on the new items they propose to discuss or the reasons for any additional proposed resolutions on items already on the agenda.

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Any additions to the agenda or the submission of further proposals for resolutions on items already on the agenda shall be announced in the same manner as prescribed for the publication of the notice of meeting, at least fifteen days before the date set for the Shareholders' Meeting in single call (i.e., by September 30, 2025). At the same time as the publication of the notice of addition or submission, the report prepared by the requesting Shareholders, accompanied by any assessments by the administrative body, shall be made available to the public in the same manner as the documentation relating to the Shareholders' Meeting.

Please note that additions are not permitted for items on which the Shareholders' Meeting deliberates, in accordance with the law, on the proposal of the Directors or on the basis of a draft or report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of the Consolidated Law on Finance.

Please note that those entitled to vote may individually submit proposals for resolution at the Shareholders' Meeting.

Right to ask questions on items on the agenda

Pursuant to Article 127-ter of the Consolidated Law on Finance, those entitled to vote may submit questions on the items on the agenda even before the Shareholders' Meeting, but in any case no later than the seventh trading day prior to the date of the Shareholders' Meeting (record date), i.e., by October 6, 2025, by sending the questions by electronic communication to the certified email addres[email protected] . Entitlement to exercise this right is certified by sending the Company, by the third day following the record date (i.e., by October 9, 2025), specific documentation issued by authorized intermediaries in accordance with their accounting records. Requests received before the Shareholders' Meeting will be answered, after verifying the relevance of the questions to the items on the agenda of the Shareholders' Meeting and the legitimacy of the applicant, at least two days before the date of the Shareholders' Meeting (i.e., by October 13, 2025), by publication in a specific section of the Company's website. The Company may provide single answers to questions with the same content.

Right of withdrawal

The proposed resolution on the agenda of the extraordinary meeting concerning the amendment of Article 5 of Eurotech's Articles of Association, if approved, pursuant to Article 106, paragraph 1-ter of the Consolidated Law on Finance, will entitle the Company's Shareholders who did not participate in the adoption of the relevant resolution (the "Relevant Resolution") to exercise their right of withdrawal, pursuant to Articles 2437-bis, 2437-ter, and 2437-quater of the Italian Civil Code. Therefore, such Shareholders will be entitled to exercise their right of withdrawal within 15 (fifteen) days from the date of registration of the Relevant Resolution with the competent Companies Register;

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this date will be announced by means of a notice published on the Company's website (www.eurotech.com) and in at least one national newspaper, as well as on the authorized storage mechanism "." In this regard, it should be noted that the unit liquidation value of the Company's ordinary shares, in relation to which the right of withdrawal may be exercised, has been determined to be €0.847. The liquidation value was determined, pursuant to Article 2437-ter of the Italian Civil Code, by the Board of Directors with reference to the arithmetic mean of the closing stock market prices in the six months preceding the publication of this notice of call of the Shareholders' Meeting. The Company's Articles of Association do not derogate from the criteria laid down by law.

The effectiveness of the Relevant Resolution will be subject to the fact that any cash payment to be made by the Company, pursuant to Article 2437-quater of the Italian Civil Code, to shareholders who have exercised their right of withdrawal does not exceed a total amount of €600,000.

Pursuant to Article 127-bis, paragraph 2, of the Consolidated Law on Finance, for the purposes of exercising the right of withdrawal, anyone in whose favor it is exercised, after the record date referred to in Article 83-sexies, paragraph 2, of the Consolidated Law on Finance (October 6, 2025), and before the opening of the shareholders' meeting, is considered not to have participated in the approval of the resolutions.

Documentation

The Reports of the Board of Directors with the full text of the proposed resolutions and additional documentation relating to the Shareholders' Meeting required by current legislation have been or will be made available at the registered office in Amaro (UD), via Fratelli Solari 3/A, on the Company's website www.eurotech.com (Investors / Shareholders' Meeting section), and on the authorized storage mechanism , available on the website , in accordance with the law.

This notice of call is published, pursuant to Article 125-bis of the Consolidated Law on Finance and Article 84 of the Issuers' Regulations, as well as pursuant to Article 7 of the Articles of Association, on the Company's website (at www.eurotech.com, section "Investors / Shareholders' Meeting") and on the authorized storage mechanism available on the website on September 15, 2025, as well as, in extract form, in the daily newspaper "Italia Oggi" in the edition of September 15, 2025.

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For the Board of Directors The Chairman Luca di Giacomo

Amaro (UD), September 15, 2025

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