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Buzzi Unicem Proxy Solicitation & Information Statement 2026

Apr 1, 2026

4218_rns_2026-04-01_9f277c9e-5423-4302-b5a7-53e910f32370.pdf

Proxy Solicitation & Information Statement

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Informazione Regolamentata n. 0077-18-2026 Data/Ora Inizio Diffusione 1 Aprile 2026 10:24:52 Euronext Milan

Societa': BUZZI

Utenza - referente: BUZZIN03 - Buzzi Giovanni

Tipologia: REGEM

Data/Ora Ricezione: 1 Aprile 2026 10:24:52

Oggetto: Extract of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting

Testo del comunicato

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CERTIFIED

BUZZI SpA

Registered Office: Via Luigi Buzzi no. 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 13 May 2026 at 10,30 a.m., in single call, to resolve on the following

AGENDA

Ordinary Session

  1. Financial statements as at 31 December 2025; related resolutions.
  2. Allocation of the result for the year; related resolutions.
  3. Appointment of the Board of Directors:

3.1 determination of the number of members;
3.2 determination of the term of office;
3.3 determination of the remuneration;
3.4 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;
3.5 appointment of the members.

  1. Appointment of the Board of Statutory Auditors:

4.1 appointment of the members and the Chairman;
4.2 determination of the remuneration;

  1. Resolutions on purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code.
  2. 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.

Extraordinary Session

  1. Proposal for the cancellation of the treasury shares held in the portfolio and of those that will be purchased under the share buyback program approved by the Board of Directors on 26 February 2026, without a reduction in the share capital, and the resulting amendment to Article 5 of the Company's By-laws; related and consequent resolutions.

Information on the share capital and on shares with voting rights, as well as information concerning terms and conditions for:

  • attendance and voting at the Shareholders' Meeting (please note that the "record date" is 4 May 2026) which may only take place through the Representative appointed by the Company (Computershare S.p.A.),
  • the appointment of the Board of Directors,
  • the appointment of the Board of Statutory Auditors,
  • the right to include additional items on the Meeting's Agenda, to submit resolution proposals about the items on the Agenda, to submit individual proposals, as well as the right to submit questions on matters 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.buzzi.com ("Investors"/"Shareholders' Meetings" section).

emarket
with storage
CERTIFIED

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 through Computershare S.p.A., the Appointed Representative pursuant to art. 135-undecies.1, Legislative Decree 58/1998.

On behalf of the Board of Directors
The Chairman
Veronica Buzzi


Fine Comunicato n.0077-18-2026 Numero di Pagine: 4