Buzzi Unicem — AGM Information 2025

Apr 4, 2025

Informazione Regolamentata n. 0077-15-2025	Data/Ora Inizio Diffusione 4 Aprile 2025 09:07:09		Euronext Milan
Societa'	:	BUZZI
Identificativo Informazione Regolamentata	:	203589
Utenza - Referente	:	BUZZIN03 - Buzzi Giovanni
Tipologia	:	REGEM
Data/Ora Ricezione	:	4 Aprile 2025 09:07:09
Data/Ora Inizio Diffusione	:	4 Aprile 2025 09:07:09
Oggetto	:	Notice of call of the Ordinary and Extraordinary Shareholders' Meeting
Testo del comunicato

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BUZZI 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

NOTICE OF CALL OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

The Shareholders are hereby 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 13 May 2025 at 9:00 a.m., in single call, to resolve on the following

AGENDA

Ordinary Session

• 1. Financial statements as at 31 December 2024; 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. Report on remuneration policy and remuneration paid:
  2. 4.1 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;
  3. 4.2 non-binding resolution on the Second Section regarding remuneration paid, pursuant to art. 123-ter, par. 6 of the Legislative Decree no. 58/1998.
• 5 Integration of the Board of Statutory Auditors by appointing an alternate auditor.

Extraordinary Session

1. Proposal to amend art. 21 of the company's bylaws to introduce the provision that the attestation on the conformity of the sustainability reporting pursuant to art. 154-bis, paragraph 5-ter, of the Legislative Decree n. 58/1998 can be confirmed by an executive other than the manager charged with preparing a company's financial report; inherent and consequent resolutions.

Information about the Company's share capital and the shares with voting rights

The company's share capital amounts to Euro 123,636,658.80 subdivided into 192,626,154 ordinary shares with no par value. At the date of the present notice, the number of ordinary shares with voting rights is equal to 181,024,878, net of 11,601,276 ordinary shares held in treasury, whose voting rights are suspended in accordance with the law.

Right of attendance and representation by proxy

The subjects legitimized to participate in the Shareholders' Meeting are those who are entitled to the voting right at the end of the accounting day of 2 May 2025 and for whom the company has received the relevant notice made by the authorized intermediary according to its accounting entries. Therefore, those proved to be holders of the shares only after 2 May 2025 have no legitimacy to attend and vote during the Meeting.

Shareholders who own ordinary shares that have not been dematerialized must previously deliver share certificates to an Intermediary, in time to be centralized in a dematerialization system.

As allowed by art. 9 of bylaws and according to the laws current, the attendance and exercise of voting rights in the Shareholders' Meeting shall take place exclusively by assigned proxies or subproxies Computershare S.p.A., the Representative appointed by the Company in accordance with art. 135-undecies.1 of the Legislative Decree no. 58/1998 ("TUF").

As provided for in art. 9 of bylaws Directors and Statutory Auditors, the Appointed Representative and other persons entitled pursuant to law, other than those who have the right to vote (who must mandatorily grant

the proxy to the Appointed Representative), may participate in the Shareholders' Meeting also or exclusively by means of telecommunication without the need for presence in the same place as the president and the secretary, in accordance with the procedures and within the limits provided for by the legislation, including regulations, pro tempore in force.

The instructions for participation in the Shareholders' Meeting by means of telecommunication will be made known by the Company to the interested parties.

Those who are entitled to the voting right who wish to attend the Shareholders' Meeting must grant a proxy, at no charge for the delegating party with voting instructions on all or a number of items on the Agenda, by

using the proxy form, prepared by the same Appointed Representative in agreement with the Company and following the instructions, both available on the Company's website www.buzzi.com.

The proxy may be notified by sending it to the certified e-mail address, buzzi@pecserviziotitoli.it provided that the delegating party, even if it is a legal person, uses its own certified e-mail or, failing that, uses its own ordinary e-mail and by any other means that may be indicated on the proxy form.

The proxy must reach Computershare S.p.A., by 9 May 2025. The proxy and voting instructions can be revoked within the above-mentioned deadline.

The proxy granted to the Appointed Representative has no effect for proposals on which voting instructions were not conferred.

It should be noted that the shares for which the proxy has been granted, even partially, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been granted, the shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.

It is further specified that proxies or sub-delegations pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4 of the TUF, may be granted to the Appointed Representative, for which it is possible to use the same form as above, which must be received by Computershare S.p.A. in the same manner and within the above-mentioned deadline, also valid for revocation.

The proxy/subdelegation so conferred has no effect for proposals on which voting instructions were not conferred.

The Appointed Representative will be available for clarification or information at the number +390110923200 or at the e-mail address sedeto@computershare.it.

Shareholders are hereby reminded that votes may not be cast by mail or electronically.

Questions about the items on the Agenda

Those who are entitled to the voting right may submit questions about the items on the Agenda before the Shareholders' Meeting by sending them, by 2 May 2025, by registered letter with return receipt addressed to Buzzi SpA, Via Luigi Buzzi no. 6 – 15033 Casale Monferrato (AL), for the attention of the Corporate Affairs Department or by sending them to the certified e-mail address info@pec.buzzi.com Question received before the Shareholders' Meeting will be answered by 8 May 2025, by publication on the company's website www.buzzi.com.

Further instructions are available on the company's website www.buzzi.com.

Additions to the Meeting's Agenda/presentation of resolutions on items already on the Agenda pursuant to art. 126-bis, paragraph 1, first period, of the TUF

Shareholders who, individually or jointly, represent at least one-fortieth of the share capital may request, within ten days from the publication of this notice, i.e. by 14 April 2025, that the Meeting Agenda be amended to include additional items that they are suggesting or submit additional resolution proposals on items already on the Agenda. No additions are allowed to items on which the Shareholders' Meeting resolves, in compliance with Law provisions, upon proposal of the Board of Directors or on the basis of a project or report prepared by the Board of Directors other than those referred to in Article 125-ter, paragraph 1 of the TUF.

Requests must be submitted in writing to the Company, by the above mentioned deadline, by registered letter (with return receipt) addressed to Buzzi SpA, Via Luigi Buzzi no. 6 - 15033 Casale Monferrato (AL) to the

attention of the Corporate Affairs Department, or by sending them to the certified e-mail address info@pec.buzzi.com together with the indication of the requesting shareholders, the percentage held and the reference to the communication sent by the intermediary to the company for the entitlement to exercise the right and a report stating the reasons for the resolution proposals on the new items that are being submitted for discussion or the reasons for the additional resolution proposals on the items already on the Agenda.

Additions to the Agenda or presentation of additional resolution proposals on items already on the Agenda, if any, shall be disclosed by 28 April 2025 in the same manner used for the publication of the present notice of call. At the same time, the above report or the additional resolution proposals on items already on the Agenda and any comments of the Board of Directors, shall be disclosed in the same manner as provided for in the Shareholders' Meeting documents.

Further instructions are available on the company's website www.buzzi.com.

Individual submission of proposals for resolution before the Shareholders' Meeting pursuant to art. 135-undecies.1, paragraph 2, of the TUF

Without prejudice to the provisions of art. 126-bis, paragraph 1, first period, Shareholders who are entitled to vote may submit individual proposals for resolution on the items on the Agenda, or proposal whose presentation is otherwise permitted by law not later than the fifteenth day before the date of the sole convocation of the meeting and, therefore, no later than 28 April 2025 in writing, by the above mentioned deadline, by registered letter (with return receipt) addressed to Buzzi SpA, Via Luigi Buzzi no. 6 - 15033 Casale Monferrato (AL) to the attention of the Corporate Affairs Department, or by sending them to the certified e-mail address info@pec.buzzi.com, in compliance with the same procedures indicated for the transmission of proposals for additional items or submission of additional resolution proposals.

The proposals, after verifying their relevance with respect to the items on the agenda as well as their correctness and completeness with respect to the applicable legislation, will be published no lather than 30 April 2025 on company's website.

Further instructions are available on the company's website www.buzzi.com.

Given that the attendance in Shareholder's Meeting is provided exclusively through the Appointed Representative, the submission of resolution proposals at a Shareholder's Meeting it is not allowed.

Integration of the Board of Statutory Auditors by appointing an alternate auditor

Pursuant to art. 22 of bylaws, the vote of list shall not apply for the appointment of alternate auditor and the general meeting shall vote by simple majority on the basis of proposals submitted by shareholders.

Given that the attendance in Shareholder's Meeting is provided exclusively through the Appointed Representative, those who are entitled to the voting right can present a candidate proposal for the appointment of alternate auditor no later than 28 April 2025, in writing, by the above mentioned deadline, by registered letter (with return receipt) addressed to Buzzi SpA, Via Luigi Buzzi no. 6 - 15033 Casale Monferrato (AL) to the attention of the Corporate Affairs Department, or by sending them to the certified e-mail address info@pec.buzzi.com, with appropriate documentation indicating the identity of the presenting shareholder or shareholders and the percentage of total shareholding held, as well as a certificate issued by an authorised intermediary certifying the ownership of the shares with reference to the date on which the proposal was submitted.

A candidate who fails to meet requirements of professional integrity and competency imposed by applicable regulations may not be porposed.

For the purposes of meeting the requirements of professionalism pursuant to art. 1, paragraph 2 and paragraph 3, of the Decree of the Minister of Justice 30 March 2000 n. 162, the bylaws has identified the following areas and subjects:

a) the commercial sectors closely linked to the company's core business include:

• sectors pertaining to the manufacture and marketing of cement, lime, any and all other water-based binders and construction materials in general;

• sectors pertaining to plant and installations for cement works;

b) the disciplines closely linked to the company's core business include:

• construction techniques, applied chemistry, applied mechanics and technical physics;

• commercial law, tax law and labour law, as well as general and corporate economics, accounting disciplines, and corporate finance.

For each candidate proposal, the following documents must be filed:

a) curriculum vitae containing comprehensive information on the candidate's personal and professional characteristics;

b) a statement by which the candidate:

• accepts the application;

• attest, on his own responsibility, that there are no grounds for ineligibility or incompatibility, the existence of the requirements laid down by the legislation in force for the members of the Board of Statutory Auditors and, in particular, the requirements of good repute and professionalism laid down by the provisions of laws, regulations and statutes in force;

• indicates that it is independent in accordance with the Corporate Governance Code and applicable legislation.

The candidate should also attach a list of management and control positions held in other companies.

The proposals received will be published on the company's website within two days of the deadline for submission of the proposal, and then by 30 April 2025, together with the related documentation.

Documents

Documents concerning the items and the motions on the Agenda, shall be made available, according to legal deadlines, at the company's registered office, on the company's website www.buzzi.com as well as on the authorized storage system managed by Teleborsa S.r.l., available on ; shareholders may obtain copies of them.

Casale Monferrato, 4 April 2025

On behalf of the Board of Directors The Chairman Veronica Buzzi