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EuroGroup Laminations S.p.A. Proxy Solicitation & Information Statement 2026

Mar 24, 2026

9956_rns_2026-03-24_7c907f74-9215-4b42-82a3-e9320635d6eb.pdf

Proxy Solicitation & Information Statement

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INFO DIGITAL CICH

EGLA

EUROGROUP LAMINATIONS

EuroGroup Laminations S.p.A.

Explanatory Directors' report on the proposals concerning the items on the agenda of the Ordinary Shareholders' Meeting convened for

4 May 2026

on a single call

EuroGroup Laminations S.p.A. - Via Stella Rosa 48 - 20021 Baranzate (Milan) Italy

Tel +39 02 35000.1 - www.euro-group.it

Share capital €6,111,941.00 fully paid up

VAT No., Tax Code and Milan Monza Brianza Lodi Companies Register No. 05235740965 - REA MI 1805877

EUROGROUP
LAMINATIONS

Dear Shareholders,

With this report, we set out the items on the agenda of the Shareholders' Meeting, convened at the Company's registered office at Via Stella Rosa 48, Baranzate (MI), on 4 May 2026 at 2:00 pm, in a single call.

In particular, you are invited to vote on the following

AGENDA

  1. Financial Statements and Consolidated Financial Statements as at 31 December 2025.
    1.1. Approval of the Financial Statements of EuroGroup Laminations S.p.A. as at 31 December 2025 and acknowledgement of the Consolidated Financial Statements as at 31 December 2025, together with the Directors' Management Report for the 2025 financial year, including the Sustainability Report prepared in accordance with the Corporate Sustainability Reporting Directive (Directive 2022/2464/EU), the Board of Statutory Auditors' Report and the External Auditor's Report; related and consequential resolutions.
    1.2. Allocation of the loss for the financial year ended on 31 December 2025 and of the reserve for unrealized exchange gains, which is not distributable until realized, created by the allocation of part of the profit for the 2024 financial year. Related and consequential resolutions.
  2. Determination of the number of members of the Board of Directors.
  3. Determination of the term of office of the Directors.
  4. Appointment of Directors.
  5. Appointment of the Chairman of the Board of Directors.
  6. Determination of the remuneration of the Chairman of the Board of Directors and the Directors.
  7. Appointment of the Board of Statutory Auditors.
    7.1. Appointment of Statutory Auditors.
    7.2. Appointment of the Chairman of the Board of Statutory Auditors.
  8. Determination of the remuneration of the Chairman of the Board of Statutory Auditors and the standing auditors.
  9. Report on remuneration policy and compensation paid pursuant to Article 123-ter, paragraphs 3-bis and 6, of Legislative Decree 58/98:
    9.1. Binding resolution on the first section concerning remuneration policy prepared pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998;
    9.2. Non-binding resolution on the second section concerning compensation paid, prepared in accordance with Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998.
  10. Revocation of the stock option plan approved by the ordinary Shareholders' Meeting of the Company on 18 November 2022, subject to the waiver by the options' holders;
  11. Revocation of the stock incentive plan based on ordinary shares of the Company named "2025-2027 Performance Shares Plan", approved by the ordinary Shareholders' Meeting of the Company on 5 May 2025.
  12. Authorisation to the purchase and disposal of treasury shares, subject to the revocation of the authorisation granted by the ordinary Shareholders' Meeting of 5 May 2025; related and consequential resolutions.

2

EUROGROUP LAMINATIONS

Item 1 on the agenda

  1. Financial Statements and Consolidated Financial Statements as at 31 December 2025.

1.1. Approval of the Financial Statements of EuroGroup Laminations S.p.A. as at 31 December 2025 and acknowledgement of the Consolidated Financial Statements as at 31 December 2025, together with the Directors' Management Report for the 2025 financial year, including the Sustainability Report prepared in accordance with the Corporate Sustainability Reporting Directive (Directive 2022/2464/EU), the Board of Statutory Auditors' Report and the External Auditor's Report; related and consequential resolutions.

1.2 Allocation of the loss for the financial year ended on 31 December 2025 and of the reserve for unrealized exchange gains, which is not distributable until realized, created by the allocation of part of the profit for the 2024 financial year. Related and consequential resolutions.

Dear Shareholders,

we submit for your approval the Draft Financial Statements for the financial year ended on 31 December 2025, as approved by the Board of Directors of EuroGroup Laminations S.p.A. ("EuroGroup" or the "Company") on 23 March 2026, and the allocation of the loss for the financial year ended on 31 December 2025 and of the reserve for unrealized exchange gains, which is not distributable until realized, created by the allocation of part of the profit for the 2024 financial year.

For full details and comments regarding the Draft Financial Statements as at 31 December 2025 and the allocation of the loss for the financial year ended on 31 December 2025 and of the reserve for unrealized exchange gains, please refer to the Integrated Annual Report, which includes:

(i) the Draft Financial Statements and the Consolidated Financial Statements as at 31 December 2025, approved by the Board of Directors on 23 March 2026;

(ii) the Directors' Management Report, which also includes the Sustainability Report prepared in accordance with Legislative Decree No. 125/2024, implementing Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive - CSRD) and concerning the disclosure of non-financial corporate sustainability reporting information;

(iii) the certification referred to in Article 154-bis, paragraph 5, of Legislative Decree No. 58 of 24 February 1998 (hereinafter "TUF").

The Integrated Annual Report will be filed and made available to the public, together with the Board of Statutory Auditors' Report and the External Auditor's Report, in accordance with the terms and in the manner provided by law.

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EUROGROUP
LAMINATIONS

In light of the foregoing, and referring to the Annual Integrated Report for further details, we submit the following proposed resolution for your approval:

"With regard to the first item on the agenda, the Ordinary Shareholders' Meeting of EuroGroup Laminations S.p.A.,

  • having examined the explanatory report prepared by the Board of Directors;
  • having examined the Draft Financial Statements of EuroGroup Laminations S.p.A. as at 31 December 2025 and the Directors' Management Report;
  • having acknowledged the Board of Statutory Auditors' Report and the External Auditor's Report;
  • having acknowledged the consolidated financial statements as at 31 December 2025;

resolves

  1. to approve the Financial Statements of EuroGroup Laminations S.p.A. as at 31 December 2025;
  2. to cover the loss for the financial year ended on 31 December 2025, amounting to Euro 6,438,083, through the use of the "Retained earnings" reserve and, in light of the fact that an unrealized foreign exchange loss has been recognized in the financial statements for the year ended 31 December 2025 (unlike in the previous year's financial statements), to allocate the entire amount of the reserve for unrealized foreign exchange gains - established pursuant to the resolution of the Shareholders' Meeting held on 5 May 2025, which allocated part of the profit for the 2024 financial year to such reserve (included under "Other reserves" of the financial statements referred to in item 1 above) - to the Retained Earnings reserve;
  3. to grant the Board of Directors, with the power to sub-delegate to third parties all or some of the powers granted herein, the powers to perform all the activities inherent, consequent or connected to the implementation of the above resolutions".

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EUROGROUP
LAMINATIONS

Item 2 on the agenda

  1. Determination of the number of members of the Board of Directors.

Dear Shareholders,

with regard to the second item on the agenda, we remind you that at the forthcoming Shareholders' Meeting convened to approve the financial statements for the financial year ended on 31 December 2025, the term of office of the current directors, appointed by the Shareholders' Meeting of 18 November 2022 (with effect from the commencement of trading of the Company's ordinary shares on Euronext Milan on 10 February 2023) will expire. It is therefore necessary to proceed with the appointment of the Board of Directors, subject to determining the number of its members, their term of office and their remuneration, in accordance with the provisions of the current By-laws and other applicable regulations.

Article 13.1 of the By-laws provides that the Board of Directors shall consist of a minimum of 7 and a maximum of 13 members and grants the Shareholders' Meeting the power to determine the number of Directors within these limits.

The expiring Board of Directors considers it appropriate to leave it to the shareholders to determine the number of Board members deemed appropriate.

In light of the foregoing, Shareholders are invited to propose and vote on the determination of the number of Directors to be appointed at the Shareholders' Meeting, within the minimum and maximum number provided for in the By-laws.

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EUROGROUP
LAMINATIONS

Item 3 on the agenda

  1. Determination of the term of office of the Directors.

Dear Shareholders,

Article 13.2 of the By-laws provides that the directors shall be appointed for a term of three financial years or for the shorter period as determined by the Shareholders’ Meeting at the time of appointment, and that they may be re-elected.

The expiring Board of Directors - considering the need to ensure stability in management of the Company - proposes to set the term of office of the management body at three financial years, i.e. until the approval of the financial statements as at 31 December 2028.

In light of the foregoing, we submit the following proposed resolution for your approval:

"With regard to the third item on the agenda, the Ordinary Shareholders’ Meeting of EuroGroup Laminations S.p.A.

resolves

  1. to set the term of office of the directors to be appointed at three financial years, expiring on the date of the Shareholders’ Meeting to be convened for the approval of the financial statements as at 31 December 2028".

EUROGROUP LAMINATIONS

Item 4 on the agenda

4. Appointment of Directors.

Dear Shareholders,

Pursuant to Article 147-ter TUF and Article 13.3 of the By-laws, the Board of Directors is appointed by the Shareholders’ Meeting on the basis of lists submitted by the Shareholders, in accordance with the laws and regulations in force from time to time, including those relating to gender balance.

Please note that - as provided for in Article 13.3 of the By-laws - candidates on the lists must:

(i) be in a number not exceeding the maximum number of Directors to be elected (i.e., 13);
(ii) meet the requirements laid down by the laws and regulations in force from time to time;
(iii) be listed in sequential order.

Lists containing 3 or more candidates must be composed of candidates of both genders, in accordance with the gender balance regulations in force from time to time (rounded up to the next whole number).

In this regard, it should be noted that, for the scheduled renewal of the Company’s Board of Directors, the applicable law requires that at least one-fifth of the members belong to the less represented gender (¹).

Shareholders are invited to take into consideration Recommendation 8 of the Corporate Governance Code, which requires that at least one-third of the board of directors be composed of members of the less represented gender.

As provided for under Article 13.3 of the By-laws, each list must indicate which candidates meet the independence requirements established by the laws and regulations in force from time to time, and any list containing more than 7 candidates must include and expressly indicate at least two directors who meet such requirements.

Please note that pursuant to Article 147-ter TUF, at least one member of the Board of Directors, or two if the Board of Directors consists of more than seven members, must meet the independence requirements established for statutory auditors by Article 148, paragraph 3, TUF.

Shareholders are invited to consider Recommendation 5 of the Corporate Governance Code, which requires that at least two members of the Board of Directors meet the independence requirements set out in Recommendation 7 of the same Code.

The lists submitted by the Shareholders must be filed in accordance with the procedures set out in the notice of call at least twenty-five days prior to the date set for the Shareholders’ Meeting in a single call, and therefore by 9 April 2026.

(¹) In particular, Article 1, paragraph 304, of Law No. 160 of 27 December 2019 (the so-called “2020 Budget Law”) has established that, for “newly listed companies”, the allocation criterion of at least one-fifth provided for in Article 2 of Law No. 120 of 12 July 2011 shall remain in force for the first renewal following the date of commencement of trading.

EUROGROUP LAMINATIONS

Each Shareholder, as well as:

(i) shareholders belonging to the same group, meaning the controlling entity within the meaning of Article 2359 of the Italian Civil Code and Article 93 TUF, whether or not a legal entity or otherwise, and any company controlled by, or under the common control of, that same entity; or
(ii) shareholders adhering to the same shareholders' agreement relevant pursuant to Article 122 TUF, or
(iii) shareholders who are otherwise connected to one another by virtue of relationships deemed significant under the laws and/or regulations in force and applicable from time to time;

may submit or contribute to the submission of only one list, under penalty of inadmissibility of the list. Each candidate may stand on only one list, under penalty of ineligibility. Shareholders who, alone or together with other Shareholders, represent at least 2.5% of the share capital are entitled to submit lists, in accordance with the provisions of Consob Executive Resolution No. 155 of 27 January 2026.

The minimum shareholding required for the submission of lists is determined by reference to the shares registered in the shareholder's name on the day the lists are filed with the Company. The relevant notification made by the authorised intermediary may be sent to the Company even after the submission, provided that it is received by the deadline set for the publication of the lists by the Company (i.e. by 6.00 pm on 13 April 2026).

As provided for under Article 13.3 of the By-laws, within the time limits set out in Article 147-ter, paragraph 1-bis TUF, the lists must be submitted together with:

(i) the information relating to the identity of the shareholders who have submitted the lists, indicating the overall percentage of share capital held, it being understood that the certification evidencing ownership of such shareholding may be provided after the filing of the lists, provided that it is delivered within the deadline set for the publication of the lists by the Company;
(ii) a declaration by the shareholders submitting the lists, other than those who hold, even jointly, a controlling or a relatively large majority shareholding, certifying the absence of any connection, including indirect, with the latter, in accordance with the By-laws and the applicable laws and regulations in force from time to time;
(iii) a comprehensive set of information on the personal and professional qualifications of the candidates, including, where applicable, an indication of their eligibility to qualify as independent directors under the applicable laws and regulations in force from time to time, together with a declaration by each candidate confirming that they meet the requirements set out in the applicable laws and regulations in force from time to time and in the By-laws;
(iv) the declaration whereby each candidate accepts their candidature;

EUROGROUP LAMINATIONS

(v) any additional or different declaration, information and/or documentation required under the applicable laws and regulations in force from time to time.

Any list that does not comply with the above requirements shall be deemed not to have been submitted. Please note that:

(i) pursuant to Article 2383 of the Italian Civil Code, candidates must submit a declaration confirming that they are not subject to any grounds for ineligibility under Article 2382 of the Italian Civil Code, and that no disqualification measures from the office of director have been issued against them in any Member State of the European Union;

(ii) pursuant to Article 147-quinquies, paragraph 1, TUF all candidates must meet the integrity requirements prescribed for auditors of listed companies under Article 148, paragraph 4, of the TUF;

(iii) pursuant to Article 2390 of the Italian Civil Code, directors may not be shareholders with unlimited liability in competing companies, nor may they carry out a competing activity on their own behalf or on behalf of third parties, nor may they be directors or general managers in competing companies, unless authorised by the shareholders' meeting. In the event of breach of this prohibition, the director may be removed from office and held liable for any resulting damages.

It is further recommended that the declarations include a statement regarding the compliance with the independence requirements, including those set out in Recommendation 7 of the Corporate Governance Code.

The lists, along with the information mentioned above, will be made available to the public at the registered office, on the Company's website and at Borsa Italiana S.p.A. at least twenty-one days prior to the date set for the Shareholders' Meeting in a single call, i.e. by 13 April 2026.

As provided for in Article 13.3 of the By-laws, once the vote has been completed, the candidates from the two lists that have obtained the highest number of votes shall be elected, in accordance with the following criteria:

(i) from the list that has obtained the majority of votes cast, a number of directors equal to the total number of members to be elected, minus one, shall be drawn in the sequential order in which they appear on such list;

(ii) the remaining director shall be drawn from the list that has obtained the second-highest number of votes (the "minority list"), provided that such list is not connected, even indirectly, with the shareholders who submitted or voted for the list that received the highest number of votes.

In the event of a tie between lists, the entire Shareholders' Meeting shall proceed to a new vote, and the

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EUROGROUP LAMINATIONS

candidates obtaining a simple majority of the votes shall be elected.

If, at the end of the vote, the number of directors meeting the independence requirements set forth by applicable law and regulations is insufficient, the candidate elected last in sequential order on the list that received the highest number of votes who does not meet such requirements will be excluded and replaced by the next eligible candidate on the same list who fulfills the independence criteria. This procedure shall be repeated, if necessary, until the required number of independent directors has been appointed. Furthermore, should the composition of the Board of Directors resulting from the above-mentioned voting procedures fail to ensure compliance with the applicable laws and regulations in force from time to time concerning gender balance, the last-elected candidate belonging to the more represented gender on the list that received the highest number of votes shall be replaced by the first non-elected candidate of the less represented gender from the same list, following the sequential order.

This replacement procedure shall be carried out until the composition of the Board of Directors complies with the laws and regulations in force from time to time concerning gender balance.

Should this procedure ultimately fail to achieve such result, the replacement shall be made by resolution of the Shareholders' Meeting, adopted by relative majority, on the basis of nominations submitted for candidates belonging to the less represented gender.

In the event that only one list is submitted, the directors shall be drawn from the list submitted, provided that it has obtained the approval of a simple majority of the votes cast, and, should the directors so elected not be sufficient in number to match the size of the Board of Directors determined by the Shareholders' Meeting, or should no list be submitted, or should the submitted list not allow for the appointment of a sufficient number of independent directors in accordance with the applicable laws and regulations in force, the Shareholders' Meeting shall resolve with the majorities required by law; all of the above, without prejudice to compliance with the rules in force from time to time regarding gender balance.

In light of the foregoing, Shareholders are invited to submit lists of candidates, in accordance with the applicable statutory and regulatory provisions, and to vote for one of the lists that will be duly submitted in compliance with such provisions.

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EUROGROUP
LAMINATIONS

Item 5 on the agenda

  1. Appointment of the Chairman of the Board of Directors.

Dear Shareholders,

pursuant to Article 14.1 of the By-laws, the Board of Directors shall appoint a Chairman from among its members, unless the Shareholders’ Meeting has already provided for such appointment.

The Board proposes that the Shareholders’ Meeting appoint, as Chairman of the Board of Directors and upon the shareholders’ proposal, one of the directors previously appointed pursuant to item 4 on the agenda.

In light of the foregoing, the Shareholders are invited to propose and vote on the appointment as Chairman of the Board of Directors from among the directors to be appointed in accordance with item 4 of the agenda.

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EUROGROUP LAMINATIONS

Item 6 on the agenda

6. Determination of the remuneration of the Chairman of the Board of Directors and the Directors.

Dear Shareholders,

please note that pursuant to Article 22 of the By-laws:

(i) the members of the Board of Directors are entitled to an annual compensation, which may also be in the form of profit participation or subscription rights, to be determined by the Shareholders' Meeting;

(ii) the compensation of directors entrusted with specific duties in accordance with the By-laws is determined by the Board of Directors, after consulting the Board of Statutory Auditors; however, the Shareholders' Meeting may set the total amount for the remuneration of all directors, including those entrusted with specific duties, and may also grant them a severance allowance. Within the limits of such aggregate amount established by the Shareholders' Meeting, the remuneration due to each director shall be determined by the Board of Directors, taking into account the roles and delegated powers assigned to them.

The expiring Board of Directors has deemed it appropriate, in accordance with the remuneration policy submitted to the Shareholders' Meeting in the context of the same Meeting, that the Board of Directors should be granted a remuneration that is adequate to compensate the role of Director, in line with such policy.

In accordance with Principle XIII of the Corporate Governance Code (²), Shareholders submitting a list for the appointment of the Board of Directors that includes more than half of the members to be elected are invited to submit, and to make publicly available at the time of publication of the list, the proposed resolutions relating to this item on the agenda.

Shareholders are likewise invited to disclose to the public, sufficiently in advance and in any event within the deadlines set out under the applicable regulations and indicated in the notice of call, any proposals they intend to submit to the Shareholders' Meeting in relation to this item, so that such proposals may be made available to the other Shareholders for the purpose of expressing their vote.

In light of the foregoing, the Shareholders are invited to submit their proposals on this item on the agenda and to vote on them accordingly.

(²) As also specified by the Corporate Governance Committee in the “Q&A on the application of the Corporate Governance Code – 2020 edition”, Sub-Recommendation 19, letter d.

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EUROGROUP LAMINATIONS

Item 7 on the agenda

7. Appointment of the Board of Statutory Auditors.

7.1 Appointment of Auditors.

7.2 Appointment of the Chairman of the Board of Statutory Auditors.

Dear Shareholders,

with reference to the seventh item on the agenda, we would like to remind you that at the same Shareholders' Meeting convened to approve the financial statements for the financial year ended on 31 December 2025 the term of office of the Board of Statutory Auditors, appointed by the Shareholders' Meeting of 18 November 2022 (with effect from the commencement of trading of the Company's ordinary shares on Euronext Milan on 10 February 2023) will expire. It is therefore necessary to proceed with the appointment of the Board of Statutory Auditors, subject to the determination of the relevant remuneration, in accordance with the provisions of the current By-laws and other applicable regulations.

Article 24.1 of the By-laws provides that the Board of Statutory Auditors shall consist of 3 Standing Auditors and 2 Alternate Auditors.

The appointed auditors shall remain in office for three financial years and, in any event, until the date of the Shareholders' Meeting to be convened to approve the financial statements for the year ending on 31 December 2028.

Pursuant to Article 148 TUF and Article 24.2 of the By-laws, the Shareholders' Meeting shall appoint the Board of Statutory Auditors, in compliance with the regulations in force from time to time regarding gender balance, on the basis of lists submitted by the Shareholders in accordance with the applicable legal and regulatory provisions, in which candidates must be listed in sequential order and must not exceed the number of members of the corporate body to be elected. Each list which includes more than one candidate must consist of two separate sections: one for the appointment of the Standing Statutory Auditors and one for the appointment of the Alternate Statutory Auditors.

Lists containing a total of 3 or more candidates in both sections must include candidates of both genders.

Candidates for the office of statutory auditor must meet the independence requirements set out in Article 148, paragraph 3, TUF as well as integrity and professional requirements provided for by Decree of the Minister of Justice No. 162 of 30 March 2000, taking into account the subjects and sectors strictly related to the Company's activities, as identified in Article 24.1 of the By-laws in matters relating to the Company's sectors of activity, as well as the areas concerning private, administrative and tax law, economic and financial disciplines, and those relating to economics, business organization and corporate finance.

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EUROGROUP LAMINATIONS

It should be noted that pursuant to Article 1, paragraph 1, of the Decree of the Minister of Justice of 30 March 2000, No. 162, Italian companies with shares listed on Italian regulated markets are required to appoint, from among those registered in the register of statutory auditors who have carried out statutory audits for a period of not less than three years, at least one of the standing auditors (where three standing auditors are to be appointed), and at least one of the alternate auditors.

It should also be noted that, pursuant to Article 19, paragraph 3, of Legislative Decree no. 39 of 27 January 2010, as amended by Legislative Decree no. 135 of 17 July 2016, the members of the Board of Statutory Auditors, who also serve as the Internal Control and Audit Committee, as provided for under the aforementioned legislation, are collectively required to have expertise in the sector in which the entity under audit operates.

Statutory Auditors must also comply with the limits on holding multiple offices established by Consob pursuant to Article 148-bis TUF and Articles 144-duodecies et seq. of the Regulation adopted by Consob by Resolution No. 11971 of 14 May 1999 and subsequently amended ("Issuers' Regulation").

Shareholders are also invited to take into account the independence requirements set out in Recommendation 7 of the Corporate Governance Code, as referred to for Statutory Auditors in Recommendation 9 of the same Code.

The lists submitted by Shareholders must be filed in accordance with the procedures set out in the notice of call at least twenty-five days prior to the date set for the Shareholders' Meeting in a single call, and therefore by 9 April 2026.

Each Shareholder, as well as:

(i) shareholders belonging to the same group, meaning the controlling entity within the meaning of Article 2359 of the Civil Code and Article 93 TUF, whether or not a legal entity or otherwise, and any company controlled by, or under the common control of, that same entity; or
(ii) shareholders adhering to the same shareholders' agreement relevant pursuant to Article 122 TUF, or
(iii) shareholders who are otherwise connected to one another by virtue of relationships deemed significant under the laws and/or regulations in force and applicable from time to time;

may submit or contribute to the submission of only one list, under penalty of inadmissibility of the list.

Each candidate may stand on only one list, under penalty of ineligibility.

Only Shareholders who, alone or together with other Shareholders, represent at least 2.5% of the share capital are entitled to submit lists, in accordance with the provisions of Consob Executive Resolution No. 155 of 27 January 2026.

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EUROGROUP LAMINATIONS

The minimum shareholding required for the submission of lists is determined by reference to the shares registered in the shareholder's name on the day the lists are filed with the Company. The relevant notification made by the authorised intermediary may also be sent to the Company after the filing, provided that it is received by the deadline set for the publication of the lists by the Company (i.e., by 6.00 pm on 13 April 2026). It should be noted that, pursuant to Article 144-sexies, paragraph 5, of the Issuers' Regulation, if by the deadline for the filing of lists only one list has been filed - or if only lists submitted by shareholders who are connected with each other pursuant to Article 144-quinquies of the Issuers' Regulation have been filed - the deadline for submitting lists, pursuant to Article 144-sexies, paragraph 5, of the Issuers' Regulation, shall be extended to the third day following the statutory deadline of 9 April 2026 (i.e., until 12 April 2026). In such case, the threshold required for the submission of lists is reduced by half and therefore amounts to 1.25% of the share capital.

Within the time limits set out in Articles 148 and 147-ter, paragraph 1-bis, TUF, and in Article 24.2 of the By-laws, the lists must be submitted together with:

(i) the information relating to the identity of the shareholders who have submitted the lists, indicating the overall percentage of share capital held, it being understood that the certification evidencing ownership of such shareholding may be provided after the filing of the lists, provided that it is delivered within the deadline set for the publication of the lists by the Company;

(ii) a declaration by the shareholders submitting the lists, other than those who hold, even jointly, a controlling or a relatively large majority shareholding, certifying the absence of any connection, including indirect, with the latter, in accordance with the By-laws and the applicable laws and regulations in force from time to time;

(iii) a comprehensive set of information on the personal and professional qualifications of the candidates, including details of any management and control positions held in other companies, together with a declaration by each candidate confirming that they meet the applicable requirements, including those relating to integrity, professional qualifications, independence and limits on the number of positions, set out in the applicable laws and regulations in force from time to time and in the By-laws

(iv) the declaration whereby each candidate accepts their candidature;

(v) any additional or different declaration, information and/or documentation required under the applicable laws and regulations in force from time to time.

Any list that does not comply with the above requirements shall be deemed not to have been submitted. Considering that, pursuant to Article 2400, last paragraph, of the Italian Civil Code, at the time of appointment and prior to acceptance of the office, the management and control positions held by the Statutory Auditors in other companies must be disclosed to the Shareholders' Meeting, candidates are

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EUROGROUP LAMINATIONS

required to provide a specific declaration to this effect as part of the information regarding their personal and professional qualification, with the recommendation to keep it up to date until the date of the Shareholders' Meeting.

Shareholders are in any case invited to ensure that the list submitted is filed together with all information necessary to enable the Shareholders to cast an informed vote, including an indication as to whether the candidate Statutory Auditors qualify as independent pursuant to Recommendation 7 of the Corporate Governance Code.

The lists, along with the information mentioned above, will be made available to the public at the registered office, on the Company's website and at Borsa Italiana S.p.A. at least twenty-one days prior to the date set for the Shareholders' Meeting in a single call, i.e. by 13 April 2026.

As provided for in Article 24.2 of the By-laws, once the vote has been completed, the appointment of Statutory Auditors shall proceed as follows:

(i) from the list that has obtained the highest number of votes cast at the Shareholders' Meeting, 2 standing members and 1 alternate member shall be drawn, in the order in which they are listed in the sections of the list;

(ii) from the list that obtained the second-highest number of votes and is not connected in any way, not even indirectly, with the shareholders who submitted or voted for the list that obtained the highest number of votes (the "Minority List"), the remaining standing member - who shall assume the office of Chairman of the Board of Statutory Auditors - and the other alternate member shall be drawn, in the progressive order in which they are listed in the sections of the list. In the event that several Minority Lists have obtained the same number of votes, the candidate on the list, whether standing or alternate auditor, who is the oldest in age shall be elected;

(iii) where a single list is submitted, the Board of Statutory Auditors shall be drawn entirely from that list, provided it has obtained the approval of a simple majority of the votes.

Should the composition of the Board of Statutory Auditors, with respect to its standing members, resulting from the above procedures fail to comply with the gender-balance regulations in force from time to time, the necessary replacements shall be made among the candidates for the office of standing auditor from the list that obtained the highest number of votes, according to the progressive order in which the candidates are listed.

For the appointment of auditors who, for any reason, have not been appointed in accordance with the procedures set out above, the Shareholders' Meeting shall resolve by the statutory majorities, so as to ensure that the composition of the Board of Statutory Auditors complies with the law and the By-laws.

16

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EUROGROUP LAMINATIONS

In light of the foregoing, Shareholders are invited to submit lists of candidates in compliance with the applicable statutory and regulatory provisions, and to vote for one of the lists that will be submitted by Shareholders in accordance with such provisions.

Shareholders are also invited to propose and vote on the appointment of the Chairman of the Board of Statutory Auditors, in the event that such appointment cannot be made pursuant to the provisions of the By-laws (and, in particular, in the event that a Minority List has not been validly submitted and/or voted).

EUROGROUP LAMINATIONS

Item 8 on the agenda

  1. Determination of the remuneration of the Chairman of the Board of Statutory Auditors and the standing auditors.

Dear Shareholders,

pursuant to Article 2402 of the Italian Civil Code, the Shareholders' Meeting has the power to determine the annual remuneration payable to the Chairman of the Board of Statutory Auditors and the standing auditors.

Please note that, pursuant to Recommendation 30 of the Corporate Governance Code, "remuneration of the members of the supervisory body shall be adequate to the expertise, professionalism and commitment required by the significance of the role performed, as well as with the size and sectoral characteristics of the company and its situation."

The Board of Directors refrains from making a proposal on this item on the agenda.

In accordance with Principle XIII of the Corporate Governance Code (³), Shareholders who submit a list for the appointment of the Board of Statutory Auditors containing a number of candidates exceeding half of the positions to be filled are invited to submit, and to make publicly available at the time of publication of the list, the proposed resolutions relating to this item on the agenda.

Shareholders are likewise invited to communicate to the public, sufficiently in advance and in any event within the deadlines set out under the applicable regulations, any proposals they intend to submit to the Shareholders' Meeting in relation to this item, so that such proposals may be made available to the other Shareholders for the purpose of expressing their vote.

In light of the foregoing, the Shareholders are invited to submit their proposals on this item on the agenda and to vote on them accordingly.

(³) As also specified by the Corporate Governance Committee in the "Q&A on the application of the Corporate Governance Code – 2020 edition", Sub-Recommendation 19, letter d.

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Item 9 on the agenda

  1. Report on remuneration policy and compensation paid pursuant to Article 123-ter, paragraphs 3-bis and 6, of Legislative Decree 58/98:

9.1 Binding resolution on the first section concerning remuneration policy prepared pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998;

9.2 Non-binding resolution on the second section concerning compensation paid, prepared in accordance with Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998.

Dear Shareholders,

pursuant to Article 123-ter, paragraphs 3-bis and 6, TUF, the annual Shareholders' Meeting convened for the approval of the financial statements is called upon to resolve in favor or against:

(i) the first section of the Report on remuneration policy and remuneration paid (the "Remuneration Report") concerning the Company's policy on the remuneration for members of the management bodies, general managers and executives with strategic responsibilities and, without prejudice to the provisions of Article 2402 of the Italian Civil Code, members of the supervisory bodies, as well as the procedures used for the adoption and implementation of such policy. It is noted that this resolution, pursuant to Article 123-ter, paragraph 3-ter, TUF, is binding;

(ii) the second section of the Remuneration Report, which provides an adequate representation of each component of the remuneration of the aforementioned individuals and sets out in detail the remuneration paid to them during the relevant financial year, for any reason and in any form, by the Company and by subsidiaries or affiliated companies. It is noted that this resolution, pursuant to Article 123-ter, paragraph 6, of the TUF, is not binding.

For any further details, reference is made to the Remuneration Report prepared by the Board of Directors pursuant to Article 123-ter of the TUF and Article 84-quater of the Issuers' Regulation, which will be made available to the public in the manner and within the time limits provided by law.

In light of the foregoing, the Board of Directors submits the following proposed resolution:

"The Ordinary Shareholders' Meeting of EuroGroup Laminations S.p.A.,

  • having regard to Articles 123-ter of Legislative Decree No. 58 of 24 February 1998 and 84-quater of Consob Regulation No. 11971/1999;
  • having acknowledged the Report on remuneration policy and remuneration paid, drawn up by the Board of Directors;

resolves

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EUROGROUP LAMINATIONS

  1. to approve the first section of the Report on remuneration policy and remuneration paid, prepared by the Board of Directors;
  2. to approve the second section of the Report on remuneration policy and remuneration paid, prepared by the Board of Directors."

EUROGROUP LAMINATIONS

Item 10 on the agenda

  1. Revocation of the stock option plan approved by the ordinary Shareholders' Meeting of the Company on 18 November 2022, subject to the waiver by the options' holders

Dear Shareholders,

please note that on 18 November 2022, the ordinary Shareholders' Meeting of the Company resolved to adopt the 2023-2025 Stock Option Plan (the "SOP Plan"), the terms of which were subsequently approved by the Board of Directors on 18 January 2023. The SOP Plan - with a five-year duration and structured into three tranches, providing for the potential vesting of rights and the allocation of shares in 2026, 2027 and 2028 - was designed to incentivise and retain individuals playing a key role in achieving the Group's objectives, as well as to align the interests of management with those of shareholders from a medium - to long-term perspective (for further details, please refer to the Remuneration Report referred to in the previous item on the agenda).

To date, the Board of Directors has identified a total of 33 beneficiaries, to whom it has granted a total of 3,300,000 options pursuant to the SOP Plan (the "Options"), each of which grants the right to subscribe 1 ordinary share of the Company as provided for in the remuneration policy.

Pursuant to the provisions of the SOP Plan regulations, the Options granted to beneficiaries may be exercised in accordance with the following timetable:

  • the first tranche of Options, equal to 33.33% of the total Options granted to beneficiaries under the SOP Plan, is currently exercisable from 1 January 2026, as the relevant vesting period has already elapsed (the "Vested Options"); and
  • the second and third tranches of Options, each equal to 33.33% of the total Options granted to beneficiaries under the SOP Plan, may be exercised, respectively, from 1 January 2027 and 1 January 2028, following the lapse of the relevant vesting periods (the "Unvested Options").

Following a thorough assessment conducted with the support of the Nomination and Remuneration Committee, the Board of Directors has determined that the SOP Plan has lost its incentivizing effect on its beneficiaries and, ultimately, its ability to achieve the objectives for which it was originally designed.

In particular:

  • the significant misalignment between the exercise price of the options and the market value of the Company's shares has made the options economically unattractive, depriving the SOP Plan of any real incentivizing effect for the beneficiaries;
  • the SOP Plan is no longer functional in aligning the interests of management with those of the shareholders;

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LAMINATIONS

  • maintaining an incentive instrument that has no actual economic value for the beneficiaries could, in this context, generate counterproductive effects in terms of motivation and retention of key personnel.

In light of the foregoing, in the opinion of the Board of Directors, the continuation of the SOP Plan is no longer consistent with the interests of the Company and its shareholders.

Furthermore, the results that the Board of Directors intends to achieve through the revocation of the SOP Plan are fully in line with the recommendations set out in Article 5 of the Corporate Governance Code, which requires a periodic assessment of the overall adequacy and consistency of the remuneration policy for directors and top management.

In this context, as illustrated in the Remuneration Report, in order to proceed with the full revocation of the SOP Plan, it is necessary to obtain the consent of the beneficiaries of the SOP Plan to waive the rights arising from the Vested Options and the Unvested Options. The Board of Directors also considers it appropriate to grant beneficiaries who provide their consent to waive the rights arising from the SOP Plan - within 90 days from the related proposal that will be sent to the eligible beneficiaries by the Company following the Shareholders' Meeting in question - an amount, by way of settlement, equal to Euro 0.22 per each Option waived.

The revocation of the SOP Plan will therefore become fully effective with respect to those beneficiaries who, within the above-mentioned deadline, waive the rights pertaining to all of their respective Options. It is envisaged that the SOP Plan shall remain valid and operative solely with respect to those individuals who do not waive the rights relating to their respective Options within the above-mentioned deadline (limited to the Options not waived).

In light of the foregoing, the Board of Directors submits for your approval the following proposed resolution: "The Ordinary Shareholders' Meeting of EuroGroup Laminations S.p.A.,

having acknowledged the explanatory report of the Board of Directors regarding the revocation of the SOP Plan previously approved by the Shareholders' Meeting on 18 November 2022,

resolves

  1. subject to obtaining a waiver from all or part of the beneficiaries of the SOP Plan of their rights deriving from such SOP Plan and within the limits of the options subject to such waiver, to revoke the 2023-2025 Stock Option Plan approved by the Shareholders' Meeting of the Company on 18 November 2022, for the reasons set out in the Board of Directors' Explanatory Report;
  2. to grant the Board of Directors, with the power to sub-delegate, the powers to carry out all activities relating to, resulting from or connected with the implementation of the above resolution."

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EUROGROUP LAMINATIONS

Item 11 on the agenda

  1. Revocation of the stock incentive plan based on ordinary shares of the Company named “2025-2027 Performance Shares Plan”, approved by the ordinary Shareholders’ Meeting of the Company on 5 May 2025.

Dear Shareholders,

please note that on 5 May 2025, the Shareholders’ Meeting of the Company resolved to approve a Long-Term Incentive Plan entitled “2025-2027 Performance Share Plan” (the “Performance Share Plan”), aimed at granting ordinary shares of the Company free of charge to directors, employees and collaborators of the Company and its subsidiaries, identified by the Board of Directors among those holding roles of strategic relevance for the achievement of the Group’s objectives.

The Performance Share Plan provided for the allocation, free of charge, of shares upon completion of the relevant vesting period, corresponding to a three-year timeframe (2025-2027), subject to the achievement of the applicable performance targets.

As also indicated in the Remuneration Report, following the approval of the Performance Share Plan the Board of Directors had already deemed it appropriate not to implement the plan immediately, in light of developments in the overall market and business context.

Therefore, at its meeting on 23 March 2026, the Board of Directors - having further considered the high degree of uncertainty associated with the current macroeconomic and geopolitical environment - deemed it appropriate to proceed with the revocation of the same Performance Share Plan and resolved to propose to the ordinary Shareholders’ Meeting the revocation of such Performance Share Plan.

In order to proceed with the revocation of the Performance Share Plan, it was deemed necessary to obtain the consent of the beneficiaries already identified pursuant to the Performance Share Plan ( the “Identified Beneficiaries”) to waive the rights arising from such plan against payment of a lump-sum amount, by way of settlement, equal to Euro 100 per beneficiary.

It is noted that, following the board resolution of 23 March 2026 all the Identified Beneficiaries have fully waived their respective rights under the Performance Share Plan, subject to the approval of the shareholders’ resolution referred to herein regarding the revocation of the Performance Share Plan.

In light of the revocation of the SOP Plan (referred to under the previous item on the agenda) and of the Performance Share Plan as referred in this item on the agenda, in the coming months the Board of Directors, in its new composition, will assess whether and to what extent to adopt new forms of incentives for the benefit of management, in line with the Group’s strategic objectives and the principles of the Remuneration Report. This assessment will take into account developments in the market environment, remuneration best

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LAMINATIONS

practices, and the incentive needs of the key company personnel, with the aim of ensuring effective alignment between the creation of sustainable value and the interests of shareholders.

In light of the foregoing, the Board of Directors submits the following proposed resolution:

"Having acknowledged the explanatory report of the Board of Directors regarding the revocation of the Performance Shares Plan previously approved by the Shareholders' Meeting held on 5 May 2025, and of the waivers already granted by all beneficiaries as identified under the Performance Share Plan, subject to the approval by the Shareholders' Meeting of the resolution revoking the Performance Share Plan and against payment of a lump-sum amount by way of settlement equal to Euro 100 per beneficiary,

resolves

  1. to revoke the Performance Share Plan approved by the Shareholders' Meeting of the Company on 5 May 2025, for the reasons set out in the Board of Directors' Explanatory Report;
  2. to grant the Board of Directors, with the power to sub-delegate, the powers to carry out all activities necessary, related or connected to the implementation of the above resolution."

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EUROGROUP LAMINATIONS

Item 12 on the agenda

  1. Authorisation to the purchase and disposal of treasury shares, subject to the revocation of the authorisation granted by the ordinary Shareholders’ Meeting of 5 May 2025; related and consequential resolutions.

Dear Shareholders,

this report (the “Report”) is provided pursuant to Article 125-ter TUF and Article 73 of the Issuers’ Regulation, and in accordance with Annex 3A - Schedule 4 of the same Issuers’ Regulation.

The Company’s Board of Directors has convened this Shareholders’ Meeting, in ordinary session, to submit for your approval the request for authorisation to purchase and eventually dispose of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and in compliance with the provisions of Article 5 of EU Regulation 596/2014 (the “MAR Regulation”) and EU Delegated Regulation 2016/1052, as well as recognised market practices, subject to the revocation of the previous authorisation resolved by the ordinary Shareholders’ Meeting on 5 May 2025.

It is hereby noted that on 5 May 2025, the Shareholders’ Meeting of the Company authorised (i) the purchase of treasury shares pursuant to and for the purposes of Article 2357 et seq. of the Italian Civil Code and Article 132 TUF, in one or more tranches, up to a maximum number which, taking into account the shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed, in aggregate, 10% of the total number of the Company’s shares outstanding from time to time (including in the aforementioned calculation the Company’s multiple-voting shares), for a maximum period of 18 months from the date of the Shareholders’ Meeting, within the limits of distributable profits and available reserves as evidenced in the latest approved financial statements at the time of each transaction, and, in any event, in such a manner that the aggregate value of treasury shares held by the Company shall never exceed one-fifth of the share capital, also taking into account any shares held by its subsidiaries; and (ii) the disposal, at any time, without time limits, in whole or in part, on one or more occasions, and even prior to completing the purchases, of the treasury shares so acquired, within the applicable limits.

It is hereby noted that this authorising resolution has not been implemented, as no purchases of treasury shares have been carried out by the Company.

The Board of Directors intends to propose to the Shareholders’ Meeting to renew the authorization for the purchase of treasury shares, for the purposes, within the terms and manners indicated below, for an additional period of eighteen months, and to grant a new authorization for the disposal of treasury shares without time limits, subject to the revocation of the previous authorisation.

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EUROGROUP LAMINATIONS

This Report is made available to the public at the Company's registered office, on the Company's website www.eglagroup.com (Investors/Governance/Shareholders' Meetings section) and via the authorised storage mechanism ().

1) Rationale underlying the authorisation for the purchase and disposal of treasury shares

The authorisation for the purchase and disposal of treasury shares that we propose to you is requested in order to provide the Company with a strategic flexibility tool to be used, also in several tranches, in compliance with the applicable national and European laws and regulations in force from time to time, for one or more of the following purposes:

(i) to carry out extraordinary corporate/financial transactions, including, by way of example and without limitation, acquisitions, mergers, capital transactions, exchanges, contributions, swaps, financing transactions or other transactions, in relation to which the allocation or other disposal of treasury shares is necessary or appropriate;

(ii) to fulfil obligations arising from existing and future stock option plans, stock grant plans or other incentive programmes, whether against payment of a consideration or free of charge, in favour of corporate officers, employees or collaborators of the Company or its subsidiaries;

(iii) to support the liquidity of the shares in order to facilitate the regular conduct of trading and avoid price movements inconsistent with market trends, all within the limits established by current legislation;

it being understood that, should the reasons for the purchase cease to exist, the treasury shares purchased pursuant to this authorisation may be allocated to one of the other purposes indicated above.

2) Maximum number, category and nominal value of the shares to which the authorisation refers

Authorisation is sought for the purchase, including in several tranches, of ordinary shares, without nominal value and listed on Euronext Milan, up to a maximum number which, taking into account the shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed, in aggregate, 10% of the total number of the Company's shares outstanding from time to time (including in the aforementioned calculation the Company's multiple-voting shares), in accordance with the provisions of Article 2357, paragraph 3, of the Italian Civil Code.

3) Information for the purposes of a full assessment of compliance with the provision set forth in Article 2357, paragraph 3, of the Italian Civil Code

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EUROGROUP LAMINATIONS

As of the date of this report, the Company's share capital amounts to Euro 6,111,941.00, fully subscribed and paid up, divided into 94,016,319 ordinary shares listed on Euronext Milan and 73,677,026 unlisted multiple-voting shares, with no nominal value, corresponding to a total of 167,693,345.00 shares.

It should also be noted that, as of the date of this report, the Company holds 5,030,800 treasury shares, representing 3.0% of the share capital.

The subsidiaries, on the other hand, do not hold any shares in the Company.

The authorisation for the purchase subject to your approval complies with the limit set forth in Article 2357, paragraph 3, of the Italian Civil Code, given that it concerns a maximum number of shares below the limit provided for by the said article (i.e., one-fifth of the share capital, a limit which, in the event that the shares have no nominal value, must be assessed in relation to the total number of shares issued by the Company).

4) Duration for which the authorization is requested

Authorisation to purchase treasury shares is requested for the maximum duration permitted by Article 2357(2) of the Italian Civil Code, and therefore for a period of 18 months from the date on which the Shareholders' Meeting adopts the relevant authorising resolution.

The authorisation for the disposal, allocation and/or use of treasury shares is requested without any time limits, in light of the need to ensure maximum flexibility, including in terms of timing, for any subsequent disposal of such shares.

It should be noted that the Company may carry out the aforementioned authorised transactions in whole or in part, in one or more tranches and at any time, in compliance with the applicable national and European laws and regulations in force from time to time.

5) Objective criteria on the basis of which the minimum and maximum prices for the purchase and/or disposal of treasury shares will be determined

The authorisation request provides that:

(i) purchases are made at a price to be determined on a case-by-case basis by the Board of Directors, taking into account the method chosen for carrying out the transaction and in compliance with any applicable regulatory requirements, as well as, where applicable, the market practices in force at the time, provided that such price shall in any event not deviate, either upwards or downwards, by more than 20% from the reference price recorded by the shares during the trading session on the day preceding each individual transaction;

(ii) the disposal and other transactions involving treasury shares held in the portfolio shall take place in accordance with the terms and conditions established from time to time by the Board of Directors, in accordance with the same criteria as set out under point (i) above, subject in all

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EUROGROUP LAMINATIONS

cases to compliance with any limits provided for by current legislation and, where applicable, by the accepted market practices in force at the time.

6) Manner for carrying out the purchases and disposals

The purchases subject to your authorisation will be carried out (even in several tranches) in accordance with the procedures set forth by Article 132 of the TUF, Article 144-bis of the Issuers' Regulation, Article 5 of the MAR Regulation and the relevant implementing provisions.

In particular, pursuant to Article 132(1) of the TUF, purchases of treasury shares must be carried out in such a way as to ensure equal treatment of Shareholders, in accordance with the procedures established by Consob by regulation. In this regard, among the manners identified in Article 144-bis, paragraphs 1 and 1-bis, of the Issuers' Regulation, it is provided that purchases of the Company's shares may be carried out:

a) through a public purchase or exchange offer;
b) on regulated markets or multilateral trading facilities, in accordance with the operating methods set out in the regulations for the organisation and management of these markets, which do not allow the direct matching of buy orders with predetermined sell orders;
c) through the purchase and sale of derivatives traded on regulated markets or multilateral trading facilities that provide for the physical delivery of the underlying shares, provided that the market's organisational and management regulations establish procedures for the purchase and sale of such instruments that meet the characteristics defined in Article 144-bis, paragraph 1, letter c) of the Issuers' Regulation. In such cases, for the execution of transactions involving the purchase and sale of derivative instruments, a specific mandate shall in all cases be entrusted to authorised financial intermediaries;
d) in accordance with the procedures established by market practices approved by Consob pursuant to Article 13 of the MAR Regulation;
e) under the conditions set out in Article 5 of the MAR Regulation.

Purchases may not be carried out by means of (i) the allocation to shareholders, in proportion to the shares they hold, of a put option, nor (ii) the conduct of systematic internalisation activity in a non-discriminatory manner involving the automatic and non-discretionary execution of transactions based on pre-set parameters.

Pursuant to Article 132(3) TUF, the aforementioned operating procedures shall not, however, apply to the purchase of treasury shares held by employees of the Company or its subsidiaries and allocated or subscribed pursuant to Articles 2349 and 2441, paragraph 8, of the Italian Civil Code, or arising from financial instrument-based remuneration plans approved pursuant to Article 114-bis of the TUF.

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EUROGROUP
LAMINATIONS

With regard to disposals, it is proposed that these may take place at any time, in whole or in part, even before the purchases have been completed, in the manner deemed most appropriate in the Company's interests, on the Euronext Milan market or by any other means deemed appropriate to achieve the objectives pursued and, in any event, in compliance with the applicable laws and regulations.

The shares serving the share-based incentive plans will be allocated in the manner and within the time limits set out in the regulations of the plans in force from time to time.

  1. Information on whether the purchase of treasury shares is instrumental to the reduction of the share capital

The authorisation request to purchase treasury shares is not instrumental to reduce the share capital.

In light of the foregoing, the Board of Directors submits the following proposed resolution for your approval.

"The Ordinary Shareholders' Meeting of EuroGroup Laminations S.p.A., having examined the explanatory report of the Board of Directors, prepared in accordance with Article 125-ter of Legislative Decree No. 58 of 24 February 1998, No. 58, as subsequently amended and supplemented, and Article 73 of the Consob Regulation adopted by Resolution No. 11971 of 14 May 1999, as subsequently amended and supplemented, as well as in accordance with Annex 3A - Schedule 4 of the aforementioned Regulation, and the proposals contained therein

resolves

  1. to revoke the resolution authorising the purchase and disposal of treasury shares adopted by the ordinary Shareholders' Meeting of 5 May 2025;
  2. to authorise, pursuant to and for the purposes of Article 2357 et seq. of the Italian Civil Code and Article 132 of Legislative Decree No. 58 of 24 February 1998, the purchase of the Company's treasury shares, in one or more tranches, up to a maximum number which, taking into account the shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed, in aggregate, 10% of the total number of the Company's shares outstanding from time to time (including in the aforementioned calculation the Company's multiple-voting shares), for the maximum period permitted by law (currently set at 18 months from the date of this Shareholders' Meeting), within the limits of the distributable profits and available reserves resulting from the latest approved financial statements at the time of each transaction, and in any event, to such an extent that at no time the total value of the treasury shares held by the Company exceed one-fifth of the share capital, taking into account also any shares held by the subsidiaries;
  3. to provide that the authorisation referred to in resolution no. 2 may be used for the following purposes: (a) to carry out extraordinary corporate/financial transactions, including, by way of example and without limitation, acquisitions, mergers, capital transactions, exchanges, contributions, swaps, financing

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EUROGROUP
LAMINATIONS

transactions or other transactions, in relation to which the allocation or other disposal of treasury shares is necessary or appropriate;

(b) to fulfil obligations arising from existing and future stock option plans, stock grant plans or other incentive programmes, whether against payment of a consideration or free of charge, in favour of corporate officers, employees or collaborators of the Company or its subsidiaries;

(c) to support the liquidity of the shares in order to facilitate the regular conduct of trading and avoid price movements inconsistent with market trends, all within the limits established by current legislation;

  1. to authorise the disposal, at any time, without time limits, in whole or in part, in one or more tranches and even before the purchases have been completed, of the treasury shares acquired, for the same purposes as set out in resolution no. 3 and within the applicable limits;

  2. to determine that purchases and disposals must be carried out at a price to be determined on a case-by-case basis by the Board of Directors, taking into account the method chosen for carrying out the transaction and in compliance with any applicable regulatory requirements, as well as, where applicable, the market practices in force at the time, provided that such price shall in any event not deviate, either upwards or downwards, by more than 20% from the reference price recorded by the shares during the trading session on the day preceding each individual transaction;

  3. to grant to the Board of Directors, with the power to sub-delegate, all the broadest powers necessary or appropriate to carry out the purchase of treasury shares, as well as to complete the disposal, allocation and/or use of all or part of the treasury shares purchased and, in any event, to implement the preceding resolutions, including through their own authorised representatives, also by approving any and all executive provisions of the relevant purchase programme and complying with any requirements of applicable legislation and the competent authorities."

EUROGROUP
LAMINATIONS

On behalf of the Board of Directors

The Chairman Sergio Iori

Baranzate (MI), 24 March 2026

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