Biesse — Proxy Solicitation & Information Statement 2026

Mar 27, 2026

Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

INFO

Notice of call of the Ordinary Shareholders' Meeting

Shareholders of Biesse S.p.A. (“Biesse” or the “Company”) are hereby summoned to the Ordinary Shareholders' Meeting (the “Shareholders' Meeting”), on April 28, 2026 at 10:00 a.m. in first call and in second call on April 29, 2026, at 10:00, to discuss and resolve on the following

Agenda

1. Approval of the financial statements as at 31 December 2025 of the merged company Bavelloni S.p.A. and accompanying reports; inherent and consequent resolutions.
2. Financial statements as at 31 December 2025; Directors' Report on Operations; reports of the Board of Statutory Auditors and Independent Auditors on the Financial Statements as at 31 December 2025; inherent and consequent resolutions. Presentation of the consolidated financial statements as at 31 December 2025, including the sustainability report as at 31 December 2025.
3. Resolution regarding the Company's 2025 operating profit/loss.
4. Report on the remuneration policy and compensation paid. Binding resolution on the first section of the report pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of Legislative Decree 58/1998.
5. Report on the remuneration policy and compensation paid. Non-binding resolution on the second section of the report pursuant to Article 123-ter, paragraph 6, of Legislative Decree 58/1998.
6. Authorization to pay an additional fee for non-recurring activities carried out as part of the statutory audit by the auditing firm Deloitte & Touche S.p.A. during the 2025 financial year and for additional activities relating to sustainability reporting. Supplemental fee due to said auditing firm for the statutory audit assignment for the 2025 financial year, pursuant to Legislative Decree No. 39/2010. Related resolutions.
7. Appointment of two directors following resignations and subsequent co-optation pursuant to Article 2386 of the Italian Civil Code. Related and consequent resolutions.
8. Authorization to purchase and dispose of treasury shares pursuant to and for the purposes of Articles 2357 et seq. of the Italian Civil Code, as well as Article 132 of Legislative Decree 58/1998 and Article 144-bis of the Consob Regulation adopted by Resolution No. 11971/1999, subject to revocation of the previous authorization approved by the Shareholders' Meeting on 18 November 2024. Related resolutions.

Entitlement to attend and vote at the Meeting

Pursuant to art. 83-sexies of Legislative Decree No. 58 of February 24, 1998 (“TUF”), entitlement to attend the Shareholders’ Meeting and exercise the right to vote -which may take place exclusively through a Designated Representative (as defined below)- is certified by a communication made to the Company by the intermediary, in compliance with its accounting records, in favor of the party entitled to vote; the intermediary’s communication will be based on the accounting records at the end of the seventh trading day prior to the first call of the Shareholders’ Meeting (i.e. by Friday, April 17, 2026 – the record date). The credit and debit entries made to the accounts after that date are not relevant for the purpose of entitlement to exercise

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.

SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

the right to vote at the Shareholders’ Meeting. No one who becomes an owner of shares after that date is entitled to attend and vote at the Shareholders’ Meeting.

The notice from the intermediary must be received by the Company by the end of the third trading day prior to the date of the Shareholders' Meeting, i.e. by Thursday April 23, 2026. The legitimacy to attend and vote remains unchanged in case the communication is received by the Company after the above-mentioned deadline, provided that it is received before the beginning of the meeting's works.

The due constitution and validity of the resolutions on the items on the agenda are governed by the law and the Articles of Association. The conduct of the Shareholders' Meeting is also governed by the specific Regulations, which are published on the Company's website at www.biesse.com (Governance and Investor/Corporate Governance/Governance documents section).

Procedures for conducting the Shareholders' Meeting and granting proxy to the Designated Representative

In accordance with the provisions of Article 11, Paragraph 4, of the Company's Articles of Association as well as Article 135-undecies.1, of the TUF, the participation of the subjects holding the right to vote in the Shareholders' Meeting may takes place exclusively through the designated representative pursuant to Art. 135-undecies of the TUF, in accordance with the provisions of the law and current legislation, as better specified below.

The Company appointed Computershare S.p.A. – with registered office in Milan, via Mascheroni No. 19 – to represent the shareholders pursuant to Article 135-undecies.1 of the TUF (the "Designated Representative"). Shareholders authorized to vote who wish to attend the Shareholders' Meeting must therefore confer proxy/sub-proxy on the Designated Representative - together with voting instructions - on all or some motions pertaining to the items on the agenda, using the proxy/sub-proxy form prepared by the same Designated Representative in agreement with the Company, which is available on the Company's website www.biesse.com "Governance and Investor/For the investors/Shareholders' meeting 28/04/2026" section.

The proxy/sub-proxy form with the voting instructions must be sent by following the instructions on the form itself and on the Company's website by the end of the second trading day prior to the Shareholders' Meeting (i.e. by Friday, April 24, 2026 for the first call and by Monday, April 27, 2025 in the case of a second call) and within the same deadline the proxy may be revoked.

The proxy/sub-proxy conferred in this way is only effective for the proposals concerning which voting instructions have been given.

The granting of the proxy/sub-proxy to the Designated Representative does not entail any expenses for Shareholders.

The Designated Representative will be available for clarifications or information at the number +39 02 4677 6814 or at the e-mail address ufficiomi@computershare.it.

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

Pursuant to Article 15-bis, paragraph 2, of the Company's Articles of Association, attendance at the Shareholders' Meeting by the eligible persons (e.g., members of the corporate bodies, the appointed secretary and the Designated Representative) may take place exclusively by telecommunication means according to the modalities individually communicated to them, in compliance with the applicable regulatory provisions for such occurrence.

Questions about the items on the agenda

Pursuant to Articles 127-ter of the TUF, those who are entitled to vote at the Shareholders' Meeting, in favor of whom the Company has received a special notice pursuant to Article 83-sexies, paragraph 1, of the TUF made by an authorized intermediary in accordance with current regulations, may ask questions on the items on the agenda before the Shareholders' Meeting.

Questions must be filed up to the seventh open market day prior to the date set for the Shareholders' Meeting on first call (i.e., by Friday, April 17, 2026) accompanied by information regarding the identity of the shareholders who submitted them, by electronic communication to the following certified e-mail address biessespa@legalmail.it and, for information, to investor@biesse.com, from a certified mailbox.

For the purpose of submitting questions on items on the agenda, the ownership of voting rights can also be certified after the submission of the applications, provided that it is done within the third day following the seventh trading day preceding the Shareholders' Meeting (i.e., by Monday, April 20, 2026).

Questions received by the above deadline will be answered no later than the third trading day prior to the date of the meeting (i.e. by Thursday, April 23, 2026) by means of publication on the Company's website at www.biesse.com in the "Governance and Investors/For the Investors/Shareholder's meeting 28/04/2026" section. Questions with the same content will be answered as one.

Integration of the agenda and presentation of new resolution proposals pursuant to Article 126-bis, paragraph 1, first sentence of the TUF

Pursuant to art. 126-bis paragraph 1 of the TUF, the Shareholders who, also jointly, represent at least one fortieth of the share capital may request, within ten days from the publication of this notice (Tuesday, April 7, 2026), the integration of the list of the items to be discussed, indicating in the request the additional items proposed or submit proposals for resolutions on items already on the agenda.

The integration is not allowed for those issues on which the Shareholder's Meeting resolves, according to the law, upon proposal of the directors or on the basis of a project and a report prepared by them, different from those set out in art. 125-ter, paragraph 1, of TUF.

Requests for additions to the agenda or the submission of proposals for resolutions on the new matters they propose to deal with or the submission of additional proposals for resolutions on the matters already on the agenda must be submitted in writing by sending an appropriate registered letter with return receipt to the Company's registered office and/or transmitted to the following certified e-mail address

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

biessespa@legalmail.it and, for information, to investor@biesse.com, from a certified e-mail box and accompanied by the information regarding the identity of the shareholders who submitted it, with an indication of the total percentage held and references of the notice sent by the intermediary to the Company pursuant to current regulations.

Shareholders requesting or proposing such integration shall prepare, in compliance with the law, a report stating the reasons for the proposed resolutions on the new matters they propose to deal with, or the reasons for the additional proposed resolutions on matters already on the agenda; this report shall be submitted in the same manner to the Board of Directors within the aforementioned ten-day deadline (Tuesday, April 7, 2026).

At least fifteen days before the date set for the Shareholders' Meeting (i.e. by Monday, April 13, 2026), the Company will give notice, in the same publication forms followed for this notice, of any additions submitted, at the same time making the reports, accompanied by its assessments, if any, available to the public at the Company's registered office and on the Company's website www.biesse.com, as well as at the authorized storage mechanism at .

Submission of new resolution proposals pursuant to Article 135-undecies.1, paragraph 2 of the TUF

Since the Company, pursuant to Article 11, Paragraph 4, of the Articles of Association, provides that shareholders' attendance at the Shareholders' Meeting may take place exclusively through the Designated Representative, pursuant to Article 135-undecies of the TUF, without physical participation by shareholders and eligible persons, for the purpose of this Shareholders' Meeting, it is provided that those entitled to vote may individually submit resolution proposals on the items on the agenda pursuant to Article 135-undecies.1, paragraph 2, of the TUF within the period of 15 (fifteen) days prior to the date of the Shareholders' Meeting, i.e. by Monday, April 13, 2026.

The submission of new resolution proposals on the items on the agenda must be submitted in writing, by sending a special registered letter with return receipt to the Company's registered office and/or to the following certified email address biessespa@legalmail.it and, for information, to investor@biesse.com from a certified mailbox.

The resolution proposals, formulated clearly and completely, must indicate the item on the agenda of the Meeting to which they refer and the text of the resolution proposed. The resolution proposals received by the Company by the deadline and in the manner outlined above will be posted on the Company's website at www.biesse.com, "Governance and Investors/For the Investors/Shareholder's meeting/28/04/2026" section, as well as at the authorized storage mechanism at , without delay and in any case by Wednesday, April 15, 2026, in order to allow those entitled to vote to make an informed decision, also taking into account these new proposals, and for the Designated Representative to collect any voting instructions on them as well.

The resolution proposals must be accompanied by a certification of share ownership on the record date issued pursuant to Article 83-sexies of the TUF.

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

For the purposes of the foregoing, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and compliance with applicable regulations, and the legitimacy of the proponents.

Appointment of two Directors following resignation and subsequent co-optation pursuant to Art. 2386 of the Italian Civil Code.

With reference to the co-optation of two members of the Board of Directors, it is hereby specified that the slate voting system does not apply to the replacement of directors who vacated their positions during their term of office. Therefore, for the election of the new directors, the Shareholders' Meeting shall resolve by the majorities required by law, without prejudice to the obligation to comply with the minimum number of directors meeting the independence requirements, as well as the applicable regulations concerning gender balance.

Shareholders wishing to submit nominations must send them in writing, by registered mail with return receipt to the Company’s registered office and/or to the following certified e-mail address biessespa@legalmail.it and, for information purposes, to investor@biesse.com, from a certified e-mail account, by Monday, 13 April 2026.

Nominations must be accompanied by:

• a declaration whereby the candidate accepts the nomination and certifies, under his/her own responsibility, the absence of any grounds for ineligibility or incompatibility provided for by law or the Articles of Association, as well as the fulfillment of the integrity requirements prescribed for Statutory Auditors of listed companies by art. 148, paragraph 4, of the TUF (as referred to for directors by art. 147-quinquies, paragraph 1, of the TUF), including a statement regarding the potential fulfillment of the independence requirements provided for by the combined provisions of art. 147-ter, paragraph 4, and art. 148, paragraph 3, of the TUF and/or by the Corporate Governance Code;
• a curriculum vitae, containing comprehensive information on the candidate's personal and professional characteristics, as well as a list of offices held in other companies;
• the identity of the shareholder submitting the nomination and the percentage of the shareholding held; and
• any other further or different declaration, information, and/or document required by law and applicable regulations.

Nominations received by the Company within the deadlines and in the manner described above will be published on the Company’s website at www.biesse.com, under the section “Governance and Investors/For investors/Shareholders’ meeting 28/04/2026”, on the authorized storage mechanism at , and filed at the registered office without delay and in any event by Wednesday, 15 April 2026.

Methods and terms of availability of the documentation relating to the items on the agenda

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

On the website www.biesse.com, “Governance and Investors/For the Investors/Shareholder’s meeting/28/04/2026” section, the following documents or information are made available at the same time as the publication of this notice or within the different terms provided for by law:

• the form that Shareholders are required to use to grant proxy to the Designated Representative;
• information on the amount of the share capital with an indication of the number and categories of shares into which it is divided. It should be noted that the subscribed and paid-up share capital of the Company amounts to €27,402,593 and is divided into 27,402,593 ordinary shares with a nominal value of €1 each, of which 13.432.093 have the right to one vote and 13,970,500 have been granted the increased voting rights in accordance with Article 6 of the Articles of Association, and, therefore, have the right to two votes each. As of the date of publication of this notice, the total number of voting rights is 41.373.093. As of the date of publication of this notice, the Company holds No. 822.448 treasury shares.

Documents relating to the Shareholders' Meeting, including the Directors’ Explanatory reports on the items on the agenda, including the proposed resolutions on the items on the agenda, will be made available to the public within the terms and in the manner prescribed by current regulations, with Shareholders and those entitled to vote having the right to obtain copies.

In particular:

• the Annual Financial report and the integrated management report of sustainability reporting, together with the reports of the Board of Statutory Auditors and the Independent Auditors, as well as the Report on Corporate Governance and Ownership Structure, will be available at the Company's registered office and published on the Company's website www.biesse.com, respectively, “Governance and Investor/Financial Documents/Budgets, reports and sustainability reporting” section and “Governance and Investor/Corporate Governance/Corporate Governance Reports” section, as well as at the authorized storage mechanism , at , from March 31, 2026;
• the summary of the main figures related to the financial statements of the subsidiaries of Biesse Group pursuant to Article 2429, Paragraph 4 of the Civil Code, will be made available to the public in the terms and manner prescribed by current regulations, from March 31, 2026;
• the First and Second Section of the Report on the Remuneration Policy and Compensation paid will be available on the website www.biesse.com, “Governance and Investor/Corporate Governance/Relations/Remuneration policies” section and at the authorized storage mechanism , at , from March 31, 2026;
• the Director’s Explanatory reports on the items of the ordinary agenda, the draft Financial Statements of Bavelloni S.p.A as at 31/12/2025, the reasoned opinion of the Board of Statutory Auditors on integration of the remuneration for the independent auditors, as well as the curricula vitae and the declarations issued by the candidates for the office of director of Biesse S.p.A. concerning: (i) the willingness to accept the office; (ii) the absence of grounds for ineligibility or incompatibility; and (iii) the fulfillment of the requirements provided for by law and other applicable provisions, at the same time as the publication of this notice.

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS

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Biesse

Biesse S.p.A.
Via della Meccanica, 16
61122 Pesaro (PU) Italy
T +39 0721 439 100
F +39 0721 439 150
info@biesse.com
www.biesse.com

Pesaro, 27 March 2026

For the Board of Directors
The Chairman

C.F. e P.IVA IT00113220412 | Registro Imprese Pesaro Urbino Nr. 1682
Tribunale di Pesaro - R.E.A. 56612 | Commercio Estero PS 000605
Capitale Sociale Euro 27.402.593 i.v.
SGS