Buzzi Unicem — AGM Information 2023

Mar 31, 2023

Informazione Regolamentata n. 0077-9-2023		Data/Ora Ricezione 31 Marzo 2023 09:47:41	Euronext Milan
Societa'	:	BUZZI UNICEM
Identificativo Informazione Regolamentata	:	174466
Nome utilizzatore	:	BUZZIN01 - Giovanni Buzzi
Tipologia	:	REGEM
Data/Ora Ricezione	:	31 Marzo 2023 09:47:41
Data/Ora Inizio Diffusione presunta	:	31 Marzo 2023 09:47:42
Oggetto	:	Extract of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting
Testo del comunicato

Vedi allegato.

BUZZI UNICEM SpA

Registered Office: Via Luigi Buzzi 6 – Casale Monferrato (AL) Share capital: Euro 123,636,658.80 fully paid up Company Register of Alessandria-Asti: 00930290044

EXTRACT OF THE NOTICE OF CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

(pursuant to Article 125 bis, paragraph 1 of the Legislative Decree no. 58/1998)

The Shareholders are convened to an Ordinary and Extraordinary Shareholders' Meeting to be held at the registered office in Casale Monferrato (Alessandria) – Via Luigi Buzzi no. 6, on 12 May 2023 at 11:30 a.m., in single call, to resolve on the following

AGENDA

Ordinary Session

• 1. Financial statements as at 31 December 2022; 2022 management report and report of the Board of Statutory Auditors; related resolutions.
• 1. Allocation of the result for the year; related resolutions.
• 1. Resolutions on purchase and disposal of treasury shares pursuant to articles 2357 and 2357 ter of the Italian Civil Code.
• 1. Appointment of the Board of Directors:
• 4.1 determination of the number of members;
• 4.2 determination of the term of office;
• 4.3 determination of the remuneration;
• 4.4 authorization to directors not to be bound by the prohibition of competition pursuant to art. 2390 of the Italian Civil Code, limited to group companies, companies subject to joint control, associated companies and companies controlled by associated companies;
• 4.5 appointment of the members.
• 1. Appointment of the Board of Statutory Auditors:
• 5.1 appointment of the members;
• 5.2 determination of the remuneration
• 1. Report on remuneration policy and remuneration paid:
• 6.1 binding resolution on the First Section regarding remuneration policy, pursuant to art. 123 ter, par. 3 bis and 3 ter of the Legislative Decree no. 58/1998;
• 6.2 non-binding resolution on the Second Section regarding remuneration paid, pursuant to art. 123 ter, par. 6 of the Legislative Decree no. 58/1998.
• 1. Proposal to adjust the fees for the independent statutory auditor assignment for the years 2023-2031.

Extraordinary Session

• Proposal to amend the Company Name and consequent amendment of art. 1 of the bylaws; pertinent and related resolutions.

Information on the share capital, as well as information concerning terms and conditions for:

• attendance and voting at the Shareholders' Meeting (please note that the "record date" is 3 May 2023) which may only take place through the Representative appointed by the Company (Computershare S.p.A.),
• appointment of the Board of Directors,
• appointment of the Board of Statutory Auditors,
• the right to include additional items on the Meeting's Agenda, to submit new resolution proposals and the right to submit questions about the items on the Agenda,
• the availability of reports on the items on the Agenda and the documentation for the Shareholders' Meeting,

are indicated in the notice of call available on the Company's website www.buzziunicem.com ("Investors"/"Shareholders' Meetings" section).

As allowed by art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 converted with amendments by the Law no. 27 of 24 April 2020 and whose application was last extended by Decree Law no. 198 of 29 December 2022 converted with amendments by the Law no. 14 of 24 February 2023, the attendance and exercise of voting rights in the Shareholders' Meeting shall take place exclusively through Computershare S.p.A., the Appointed Representative.

On behalf of the Board of Directors The Chairman Veronica Buzzi