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Eurotech

AGM Information Oct 15, 2025

4469_rns_2025-10-15_b27ae0fb-fdb4-4935-9fbd-54ab8b4dac9f.pdf

AGM Information

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Eurotech: resolutions of the Ordinary and Extraordinary Shareholders' Meeting of October 15, 2025

Ordinary session:

  • ratification of the appointment following the co-opting of directors Massimo Milan and Laura Amadesi
  • approval, pursuant to Article 2393, paragraph 6, of the Italian Civil Code, of the waiver of liability actions against former CEO Paul Chawla
  • approval of the amendments to the 2024–2026 Performance Share Plan.

Extraordinary session:

approval of the proposed amendment to Article 5 of the by-laws, increasing the threshold for the mandatory takeover bid.

Amaro (Italy), 15 October 2025 – The Shareholders' Meeting of Eurotech S.p.A. ("Eurotech" or the "Company"), which was held today in ordinary and extraordinary session, approved all the proposals on the agenda put forward by the Company's Board of Directors.

In particular, during the ordinary session, the Shareholders' Meeting:

  • (i) confirmed, without recourse to slate voting procedure and with the ordinary majorities, the CEO Massimo Milan and the independent director Laura Amadesi (who also serves as Chair of the Appointments and Remuneration Committee and as a member of the Control and Risks Committee and the Related Parties Committee). Such directors had been appointed by co-optation on June 5 and July 7, 2025 respectively, and will remain in office until the expiry of the term of the other directors (i.e., until the shareholders' meeting called to approve the financial statements as of December 31, 2025). In this regard: (i) the curriculum vitae of the aforementioned directors is available at the Company's registered office and on the Company's website (Investors / Corporate Governance section). As of the date of this press release, to the best of the Company's knowledge, the aforementioned directors do not hold shares in the Company.
  • (ii) in execution of the commitments undertaken upon the early termination mandate of former CEO Mr. Paul Chawla, approved, pursuant to Article 2393, paragraph 6, of the Italian Civil Code, the waiver of liability actions against Mr. Chawla, ratifying his actions and resolving to indemnify and hold him harmless from any civil liability towards third parties and administrative sanctions related to the exercise of his duties as executive director;

(iii) approved the proposed amendments to the 2024-2026 Performance Shares Plan, aimed at reflecting the agreements with the current CEO Massimo Milan.

Furthermore, the Extraordinary Shareholders' Meeting approved the amendment to Article 5 of the by-laws, introducing—pursuant to Article 106, paragraph 1-ter, of Legislative Decree No. 58/1998 ("TUF") — a threshold equal to 40% of the share capital (or of the voting rights) for the purposes of triggering the obligation to launch a mandatory takeover bid (the "Relevant Resolution"). Such resolution gives rise, for shareholders who did not concur in its approval (because absent, abstaining, or voting against), to the right of withdrawal pursuant to Articles 2437-bis, 2437-ter, and 2437-quater of the Italian Civil Code. The right of withdrawal must be exercised within fifteen days from the registration of the Relevant Resolution with the competent Companies' Register. The liquidation value payable to shareholders who validly exercise the right of withdrawal is Euro 0.847. The formalities for exercising the right of withdrawal will be made available on the Company's website and in a national daily newspaper.

Please note that, as resolved by the Extraordinary Shareholders' Meeting, the effectiveness of the Relevant Resolution is subject to the condition that the aggregate amount to be paid by the Company, pursuant to Article 2437-quater of the Italian Civil Code, to shareholders who have exercised the right of withdrawal does not exceed Euro 600,000.00 (six hundred thousand/00) (the "Maximum Disbursement Condition"). Such amount will be calculated as the consideration the Company would be required to pay for the withdrawn shares that are not purchased by shareholders or third parties following the option offer, the exercise of pre-emption rights, and any placement with third parties. Verification of satisfaction of the Maximum Disbursement Condition will be made upon completion of these steps (or earlier, depending on the number of withdrawal notices received).

Further details can be found in the documentation made available ahead of the Shareholders' Meeting at the company's registered office and on its website, www.eurotech.com, as well as through the authorized storage mechanism at , in accordance with applicable laws and regulations. Additionally, it is announced that the summary of the voting results, containing the number of shares represented at the Shareholders' Meeting, the number of shares for which a vote was expressed, the percentage of share capital represented by such shares, the number of votes in favour and against, as well as abstentions and the minutes of the Shareholders' Meeting, will be made published within the terms and in the manner provided by the law.

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 highperformance 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.

Contacts

Investor Relations Andrea Barbaro +39 0433 485411 [email protected] Corporate Communication Federica Maion Tel. +39 0433 485411 [email protected]

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