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Eurotech

Pre-Annual General Meeting Information Mar 30, 2024

4469_10-k_2024-03-30_4c2e9a84-984f-411a-ac9e-18b58f5def4c.pdf

Pre-Annual General Meeting Information

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This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.

Eurotech S.p.A.

Registered office in Amaro (UD), Via Fratelli Solari No. 3/A

Share capital in Euro 8,878,946.00 i.v.

Registration number with the Register of Companies of Udine, C.F. and VAT number 0179133030

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

Pursuant to Article 106, Paragraph 4, Decree Law No. 18 of March 17, 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency from COVID-19" ( converted into law with amendments by Law No. 27 of April 24, 2020, and whose effectiveness was extended by, among other things, Decree Law No. 2023 of December 30, 2023. 215, converted into law, with amendments, by Law February 23, 2024, No. 18 , the "Decree"), Eurotech S.p.A. ("Eurotech" or the "Company") has decided to avail itself of the faculty established therein, providing that attendance at the Shareholders' Meeting by those entitled to attend may take place exclusively by granting proxy (or sub-delegation) to the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58/1998 ("TUF").

Shareholders are hereby called to the Ordinary Shareholders' Meeting to be held on April 29, 2024 at 10:00 a.m., in Amaro (UD), via Fratelli Solari 3/A, at the registered office of Eurotech S.p.A., in a single call, to deliberate on the following

AGENDA

    1. Financial Statements of "Eurotech S.p.A." as of December 31, 2023; Directors' Report on Operations for the Year 2023; Board of Statutory Auditors' Report; Independent Auditors' Report. Related and consequent resolutions. Presentation of the Group's consolidated financial statements as of December 31, 2023 and related reports.
    1. Allocation of the net result. Resolutions pertaining thereto and consequent thereto.
    1. Report on remuneration policy and compensation paid;
    2. 3.1 Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree 58/1998;
    3. 3.2 deliberations on the "second section" of the report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree 58/1998.

    1. Authorization to purchase and dispose of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Civil Code, as well as Article 132 of Legislative Decree 58/1998 and its implementing provisions, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of April 27, 2023. Related and consequent resolutions.
    1. Long-term "performance shares" 2024-2026 share-based incentive plan, pursuant to Article 114 bis, of Legislative Decree 58/1998. Related and consequent resolutions .
    1. Long-term "retention" 2025-2027 share-based incentive plan, pursuant to Article 114-bis, of Legislative Decree 58/1998. Related and consequent resolutions.

Capital stock information

The Company's share capital is EUR 8,878,946.00, represented by 35,515,784 ordinary shares with no par value. As of the date of this notice, the Company owns 240,606 treasury shares, representing approximately 0.677% of the share capital, the voting rights of which are suspended pursuant to Article 2357-ter of the Civil Code.

Entitlement to attend and vote at the meeting - Attendance at the meeting.

Pursuant to Article 106 of the Decree, companies with listed shares may stipulate in the notice of call that attendance at the Shareholders' Meeting is to be conducted exclusively through the designated representative pursuant to Article 135-undecies of the TUF; the aforementioned designated representative may also be granted proxies and/or sub-delegates pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF.

The Directors, the Statutory Auditors, the designated representative, the representatives of the auditing firm and the secretary of the meeting as well as other persons entitled under the law, other than those who are entitled to vote, may attend the Shareholders' Meeting by means of telecommunication means that also ensure their identification; instructions for attending the Shareholders' Meeting by means of telecommunication means will be made known to them by Eurotech.

Entitlement to speak and vote at the Assembly

Each ordinary share entitles the holder to one vote at ordinary and extraordinary meetings of the Company.

Pursuant to Art. 83-sexies of the TUF, the entitlement to attend the Shareholders' Meeting and exercise voting rights is attested by a communication to the Company, made by the intermediary authorized to keep accounts in accordance with the law, on the basis of the evidence of its accounting records relating to the end of the accounting day of the seventh open market day preceding the date set for the Shareholders' Meeting on single call, i.e., April 18, 2024 (record date); those who are found

to be holders of the Company's shares only after that date will not be entitled to attend and vote at the Shareholders' Meeting. The notice from the intermediary must be received by the Company by the end of the third trading day prior to the date set for the Meeting on single call (i.e., by April 24, 2024). However, the entitlement to attend and vote remains intact if the notices are received by the Company after this deadline, provided that they are received by the start of the meeting proceedings.

Attendance at the Meeting and granting proxy to the Shareholders' Representative

Pursuant to Article 106 of the Decree, attendance at the Shareholders' Meeting is permitted exclusively through Monte Titoli S.p.A. - with registered office in Milan - the Shareholders' representative designated by the Company, pursuant to Article 135-undecies, of the TUF (the "Shareholders' Representative" or "Designated Representative").

The proxy with voting instructions must be received - using the specific form prepared by the same Shareholders' Representative in agreement with the Company and available on the Company's website (at www.eurotech.com, Investors / Shareholders' Meeting Section) - together with a copy of an identity document of the delegating party with current validity or, if the delegating party is a legal person, of the legal representative pro tempore or other person with appropriate powers, together with appropriate documentation attesting to their qualification and powers, to the Designated Representative, by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e. by April 25, 2024), by the following alternative means: (i) transmission of an informatically reproduced copy (PDF) to the certified e-mail address [email protected] (subject line "Eurotech April 2024 Shareholders' Meeting Proxy") from one's own certified mailbox (or, failing that, from one's own ordinary mailbox, in which case the proxy with the voting instructions must be signed with a qualified electronic or ature); (ii) transmission in original, by courier or registered mail A/R to the c.a. Register Services area, at Monte Titoli S.p.A., Piazza degli Affari No. 6, 20123 Milan, Italy (Ref. "Eurotech Shareholders' Meeting Proxy April 2024") by anticipating an electronically reproduced copy (PDF) by e-mail to the mailbox [email protected] (subject "Eurotech Shareholders' Meeting Proxy April 2024").

The proxy and voting instructions are revocable by the end of the second trading day prior to the date set for the Shareholders' Meeting (i.e., by April 25, 2024) in the manner indicated above.

The proxy has no effect with respect to proposals for which voting instructions have not been given.

It should be noted that shares for which proxies have been given, including partial proxies, are counted for the purpose of duly constituting the Shareholders' Meeting. In relation to proposals for which voting instructions have not been given, the shares are not counted for the purpose of calculating the majority and capital share required for the approval of resolutions.

It should also be noted that, pursuant to the aforementioned Decree, proxies and/or sub-delegations may also be granted to the Shareholders' Representative pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the TUF, by means of the special proxy form

available on the Company's website (at www.eurotech.com, Section "Investors / Shareholders' Meeting").

For the transmission and revocation of proxies/sub-delegations, the procedures described above and also stated in the proxy form must be followed. The proxy must be received by 6:00 p.m. on the day before the meeting (and in any case before the start of the meeting proceedings).

For any clarifications regarding the granting of proxy (and in particular about the completion of the proxy form and voting instructions and their transmission), persons entitled to participate in the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at [email protected] at (+39) 02.33635810 on open office days, from 9:00 a.m. to 5:00 p.m.

It should be noted that there are no plans to vote electronically or by mail.

Right to request additions to the agenda and to submit new proposed resolutions

Pursuant to Article 126-bis of the TUF, shareholders who, even jointly, represent at least one fortieth of the share capital may request, within ten days of the publication of this notice (i.e., by April 9, 2024), to add to the list of items to be discussed, indicating in the request the additional items they propose or submit resolution proposals on items already on the agenda. Entitlement to exercise this right is attested by a communication to the Company from the authorized intermediary pursuant to Article 43 of the Single Provision on Post-Trading of Consob and the Bank of Italy of August 13, 2018 ("Regulation of Central Counterparties, Central Depositories and Centralized Management Activity") (the "Joint Provision"). The application must be submitted in writing to the certified mail address [email protected], provided that it is received by the Company within the aforementioned deadline; within said deadline and in the same manner, a report must be submitted by any proposing shareholders, if any, stating the reasons for the proposed resolutions on the new matters they propose to deal with or the reasons for the additional proposed resolutions on matters already on the agenda.

Of the additions to the agenda or the presentation of additional proposed resolutions on matters already on the agenda, notice shall be given, in the same forms prescribed for the publication of the notice of the Meeting, at least fifteen days before the date set for the Meeting on single call (i.e. by April 14, 2024). At the same time as the publication of the notice of integration or presentation, the report prepared by the requesting Shareholders, accompanied by any evaluations of the administrative body, shall be made available to the public in the same forms as prescribed for the documents relating to the Shareholders' Meeting.

It should be noted that supplementation is not permitted for matters on which the Shareholders' Meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a project or report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of the TUF.

4

Members may individually submit proposed resolutions to the meeting as outlined below.

Other shareholder rights

Since attendance at the Shareholders' Meeting is provided exclusively through the Designated Representative, eligible shareholders who wish to make individual proposals for resolutions and votes on items on the agenda may submit such proposals by April 14, 2024. Proposals, containing the item on the agenda of the Shareholders' Meeting to which they relate, the text of the proposed resolution, and the personal data of the applicant (last name and first name, place and date of birth, tax identification number, or all identifying data in the case of an entity or company), must be submitted, together with certification attesting to the ownership of the shareholding of the applicant shareholders, in writing to the certified mail address [email protected]. Such proposals will be posted by April 17, 2024 on the Company's website at www.eurotech.com (Section "Investors/Shareholders' Meeting"), in order to enable those entitled to vote to make an informed decision also taking into account such new proposals and to enable the Designated Representative to collect voting instructions possibly on the same.

Right to propose questions on agenda items

Pursuant to Article 127-ter of the TUF, those entitled to vote may submit questions on the items on the agenda prior to the Shareholders' Meeting, but in any case no later than the seventh open market day preceding the date of the Shareholders' Meeting (record date), i.e., by April 18, 2024, by sending the questions by means of electronic communication to the certified e-mail address [email protected]. The entitlement to exercise this right is certified by a communication to the Company from the authorized intermediary pursuant to Article 43, paragraph 1, of the Joint Measure; however, such certification is not necessary in the event that the Company receives the communication from the said intermediary required for participation in the Shareholders' Meeting. Questions received prior to the Shareholders' Meeting shall be answered, after verifying the relevance of the questions with the items on the agenda of the Shareholders' Meeting and the legitimacy of the applicant, at least three days prior to the date of the Shareholders' Meeting (i.e., by April 26, 2024), by means of publication in a special section of the Company's website.

Documentation

The Reports of the Board of Directors with the full text of the proposed resolutions and additional documentation relating to the Shareholders' Meeting required by current regulations, including the annual financial report, have been or will be made available at the registered office, in Amaro (UD), via Fratelli Solari 3/a, on the Company's website www.eurotech.com (section Investors / Shareholders' Meeting), and on the authorized storage mechanism "," which can be consulted at , within the terms of the law.

This notice is published, pursuant to Article 125-bis of the TUF and Article 84 of the Issuers' Regulations, as well as pursuant to Article 7 of the Articles of Association, on the Company's website (at www.eurotech.com, Section "Investors / Shareholders' Meeting") and on the authorized storage mechanism available at on March 30, 2024, as well as, in excerpts, in the March 30, 2024 edition of the daily newspaper "Italia Oggi."

For the Board of Directors. President Luca di Giacomo

Amaro (Italy), March 30, 2024

This document has been translated into English for the convenience of readers outside Italy. The original Italian document should be considered the authoritative version.

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