Carel Industries

AGM Information • Apr 26, 2023

Ordinary Shareholders' meeting 21 April 2023

Summary account of the votes on the items of agenda pursuant to article 125-quarter, paragraph 2, of Legislative Decree No. 58 of 24 February 1998

Item 1.1

Approval of the Financial Statements at 31 December 2022 and presentation of the CAREL Group Consolidated Financial Statements at 31 December 2022. Allocation of the result for the financial year.

Approval of the Financial Statements at 31 December 2022; related and consequent resolutions;

Shares present at the meeting when the vote was opened no. 91,719,765 equal to 91.720% of the no. 100,000,000 shares representing the share capital, corresponding to no. 152,819,800 voting rights equal to 94.860% of the no. 161,100,035 total voting rights

The voting result was the following:

Vote result

	No. Voting Rights	% on voting rights
Votes for	152,693,008	99.917%
Votes against	65,000	0.043%
Abstentions	61,792	0.040%
Total	152,819,800	100%

Item 1.2

Approval of the Financial Statements at 31 December 2022 and presentation of the CAREL Group Consolidated Financial Statements at 31 December 2022. Allocation of the result for the financial year.

Allocation of the result for the financial year; related and consequent resolutions.

Shares present at the meeting when the vote was opened no. 91,719,765 equal to 91.720% of the no 100,000,000 shares representing the share capital, corresponding to no. 152,819,800 voting rights equal to 94.860% of the 161,100,035 total voting rights

The voting result was the following:

Vote result

	No. Voting Rights	% on voting rights
Votes for	152,819,800	100.000%
Votes against	0	0.000%
Abstentions	0	0.000%
Total	152,819,800	100%

Item 2.1

Resolutions concerning the report on the remuneration policy and fees paid pursuant to Article 123-ter of Legislative Decree 58/1998 and article 84-quater of Consob Regulation no. 11971/1999.

Binding vote on the remuneration policy for the 2023 financial year set forth in the first section of the report; related and consequent resolutions

Shares present at the meeting when the vote was opened no. 91,719,765 equal to 91.720% of the no. 100,000,000 shares representing the share capital, corresponding to no. 152,819,800 voting rights equal to 94.860% of the no. 161,100,035 total voting rights

The voting result was the following:

	No. Voting Rights	% on voting rights
Votes for	137,666,057	90.084%
Votes against	15,150,965	9.914%
Abstentions	2,778	0.002%
Total	152,819,800	100%

Vote result

Item 2.2

Resolutions concerning the report on the remuneration policy and fees paid pursuant to Article 123-ter of Legislative Decree 58/1998 and article 84-quater of Consob Regulation no. 11971/1999.

Consultation on the second section of the report concerning remuneration paid in or relating to the 2022 financial year; related and consequent resolutions.

Shares present at the meeting when the vote was opened no. 91,719,765 equal to 91.720% of the no 100,000,000 shares representing the share capital, corresponding to no. 152,819,800 voting rights equal to 94.860% of the 161,100,035 total voting rights

The voting result was the following:

Vote result

	No. Voting Rights	% on voting rights
Votes for	151,483,535	99.126%
Votes against	1,333,487	0.873%
Abstentions	2,778	0.002%
Total	152,819,800	100%

Item 3

Proposal to authorise the purchase and disposal of treasury shares, subject to revocation of the previous authorisation approved by the Ordinary Shareholders' Meeting on April 22, 2022; related and consequent resolutions.

Shares present at the meeting when the vote was opened no. 91,719,765 equal to 91.720% of the no 100,000,000 shares representing the share capital, corresponding to no. 152,819,800 voting rights equal to 94.860% of the 161,100,035 total voting rights

The voting result was the following:

Vote result

	No. Voting Rights	% on voting rights
Votes for	152,074,722	99.512%
Votes against	745,078	0.488%
Abstentions	0	0.000%
Total	152,819,800	100%