Eurotech

Share Issue/Capital Change • Oct 20, 2025

Eurotech: notice regarding the exercise of the right of withdrawal

It is hereby announced that, on 20th October 2025, the resolution of the Extraordinary Shareholders' Meeting of Eurotech S.p.A. ("Eurotech" or the "Company") held on 15 October 2025, which approved the proposed amendment to Article 5 of Eurotech's by-laws (the "Relevant Resolution"), was registered with the Companies' Register of Udine. The amendment introduces—within the limits permitted by applicable law—a 40% threshold of the share capital (or exercisable voting rights) triggering the mandatory takeover bid obligation pursuant to Article 106 of Legislative Decree No. 58/1998 ("TUF").

Shareholders entitled to exercise the right of withdrawal

Holders of Eurotech ordinary shares who did not concur in the approval of the Relevant Resolution (i.e., shareholders who were absent, abstained, or voted against) are entitled to exercise, from such registration and until 4th November 2025 (inclusive), the right of withdrawal pursuant to Article 106, paragraph 1-ter of the TUF. The right of withdrawal may concern all or part of the shares held by the shareholders wishing to exercise such right.

Liquidation value

The liquidation value payable for each Eurotech ordinary share to shareholders who validly exercise the right of withdrawal is EUR 0.847. Such value was determined, in accordance with applicable law, as the arithmetic average of the official closing prices over the six months preceding the publication of the notice convening the Shareholders' Meeting of 15 October 2025, which was published on 15 September 2025.

Procedure for exercising the right of withdrawal

In order to exercise the right of withdrawal, shareholders must: (a) have held the shares for which they intend to exercise the right of withdrawal at the time of the opening of the Shareholders' Meeting; (b) not have participated in the approval of the Relevant Resolution at the Shareholders' Meeting (i.e., not have participated in the Shareholders' Meeting or have voted against the proposal of the Relevant Resolution or abstained from voting on the proposal of the Relevant Resolution); and (c) have held such shares continuously from the opening of the Shareholders' Meeting to the date on which they exercise their right of withdrawal.

It should be noted that, pursuant to Article 127-bis, paragraph 2, of the TUF, anyone in favor of whom the registration is made after the record date referred to in Article 83-sexies, paragraph 2, TUF (i.e., 6 October 2025), but before the opening of the Shareholders' Meeting, is considered not to have participated in the approval of the Relevant Resolution and is therefore entitled to exercise the right of withdrawal.

As provided by Article 2437-bis of the Italian Civil Code, entitled shareholders may exercise the right of withdrawal by sending a specific notice (the "Withdrawal Notice"), using, if desired, the form available for download on Eurotech's website at www.eurotech.com, section Investors / Shareholders meeting. The Withdrawal Notice must be dispatched within 15 (fifteen) days of the registration of the Relevant Resolution with the Companies' Register, which occurred on 20th October 2025 and, therefore, no later than 4th November 2025 (inclusive), by (i) registered letter with return receipt to Via Fratelli Solari 3/A – 33020 Amaro (UD) or, alternatively, (ii) certified e-mail (PEC) from the withdrawing shareholder's PEC address to the following PEC address: eurotechgroup@legalmail.it, indicating in the subject line: "Re: WITHDRAWAL".

If the above form available on the Eurotech website is not used, the Declaration of Withdrawal must in any event include the following information:

• the details of the withdrawing shareholder and, in particular, the relevant personal/corporate details, tax code (if assigned), address for communications relating to the procedure and, where possible, a telephone number and email address and/or certified email address;
• the number of ordinary shares for which the right of withdrawal is exercised;
• the details of the bank account, including the IBAN, of the withdrawing shareholder to which the liquidation value of the shares is to be credited;
• the name of the intermediary with whom the shares subject to withdrawal are deposited, with details of the securities account.

Without prejudice to the foregoing, entitlement to exercise the right of withdrawal must be certified by a notice to be sent, by the intermediary where the shares subject to withdrawal are deposited, to the Company within the deadline for exercising the right of withdrawal (the "Intermediary's Communication").

In particular, the Intermediary's Communication must certify:

the continuous ownership of the shares in respect of which the withdrawal is

exercised by the withdrawing shareholder from prior to the opening of the Extraordinary Shareholders' Meeting that adopted the Relevant Resolution through the date of the Intermediary's Communication; the absence of any pledge or other encumbrance over the shares in respect of which the right of withdrawal has been exercised;

if otherwise, the withdrawing shareholder must submit to the Company, as a condition for the valid exercise of the right of withdrawal, a statement from the pledgee or the person in whose favour other encumbrances over the shares exist, whereby such person grants irrevocable consent to the liquidation of the shares in respect of which the right of withdrawal has been exercised, in accordance with the instructions given by the withdrawing shareholder.

Withdrawal Notices sent after the deadline for exercising the right of withdrawal and/or lacking the required information and/or for which the Intermediary's Communication is not received in due time will not be taken into consideration and, therefore, the right of withdrawal will not be deemed to have been validly exercised.

Liquidation of shares for which the right of withdrawal has been exercised

With regard to the procedure for liquidating the shares for which the right of withdrawal has been exercised, the main steps are anticipated below, as governed by Article 2437 quater of the Italian Civil Code, it being understood that further details will be communicated in subsequent stages:

• (i) the directors will offer any withdrawing shareholders' shares, on a pre-emptive basis, to the other shareholders who have not exercised the right of withdrawal, pro rata to the number of shares held, on the basis of a ratio to be determined. The pre-emptive right may be exercised within the term that will be communicated in the manner provided by applicable law and which, in any case, will not be less than 30 (thirty) days from the date of filing of the pre-emptive offer with the Companies' Register of Udine. Those exercising the pre-emptive right shall be entitled, upon concurrent request, to a pre-emptive right to purchase any shares that remain unsubscribed;
• (ii) should the shareholders fail to purchase all or part of the withdrawing shareholders' shares, the Company will assess the opportunity to place them with third parties in the manners permitted;
• (iii) if the shares are not fully purchased pursuant to points (i) and, if applicable, (ii)

within 180 days from the notice of withdrawal, Article 2437-quater, paragraphs 5 and 6, of the Italian Civil Code provides that the remaining shares of the withdrawing shareholders shall be reimbursed by way of purchase by the Company using available reserves, including by way of derogation from Article 2357, paragraph 3, of the Italian Civil Code; in the absence of profits and available reserves, a reduction of the share capital must be resolved.

Information relating to the liquidation procedure—including the number of shares in respect of which the right of withdrawal has been exercised, the pro rata offer and preemptive right as well as any offer on the market—will be communicated in accordance with the provisions of applicable regulations, by means of notices published on the Company's website at www.eurotech.com, section Investors as well as in the daily newspaper "Italia Oggi".

Unavailability of shares subject to withdrawal

Pursuant to Article 2437-bis, paragraph 2, of the Italian Civil Code, the shares in respect of which the right of withdrawal is exercised shall become unavailable pending completion of the liquidation procedure; accordingly, from the date of exercise of the right of withdrawal until the conclusion of the liquidation procedure, such shares may not be transferred or otherwise be the subject of disposals.

Suspensive condition

As resolved by the Extraordinary Shareholders' Meeting held on 15 October 2025, the effectiveness of the Relevant Resolution is subject to the condition that the aggregate cash amount potentially payable by the Company pursuant to Article 2437-quater of the Italian Civil Code to shareholders who have exercised the right of withdrawal does not exceed a total amount of EUR 600,000.00 (six hundred thousand/00) (the "Maximum Disbursement Condition"). This amount shall be calculated as the amount that the Company would be required to pay in respect of the withdrawn shares that are not purchased by shareholders or third parties following the pro rata offer, the exercise of the pre-emptive right and any placement with third parties.

Verification of the occurrence of the Maximum Disbursement Condition will take place at the end of the foregoing stages (or earlier, depending on the number of Withdrawal Notices received). The Company may waive the occurrence of the Maximum Disbursement Condition — in due time to allow the Company to complete the purchase of the shares in respect of which the right of withdrawal has been exercised or to proceed with any share

capital reduction — within the 180-day period referred to in Article 2437-quater, paragraph 5, of the Italian Civil Code.

The Company will announce whether the Maximum Disbursement Condition has occurred (or any waiver thereof, in accordance with the terms indicated above) by means of a press release which will be published, inter alia, on its website at www.eurotech.com, section Investors in accordance with statutory terms and methods.

For the sake of clarity, should the Maximum Disbursement Condition fail to occur — or should such failure not be waived — the Relevant Resolution will not become effective and, consequently, the liquidation procedure will not be completed, nor, in particular, will the transfers of the withdrawn shares be effected (i) from the withdrawing shareholders to those who have subscribed the pro rata offer (or exercised the pre-emptive right), (ii) by the Company to any third parties in the event of a placement, and (iii) from the withdrawing shareholders to the Company with respect to the shares subject to any purchase.

This notice is available on the Company's website at www.eurotech.com, as well as on the authorized storage mechanism at , and will be published in the newspaper "Italia Oggi" on October 21st, 2025.

Eurotech

Eurotech (ETH:IM) is a multinational company that designs, develops and delivers Edge Computers and Internet of Things (IoT) solutions complete with services, software and hardware to system integrators and enterprises. By adopting Eurotech's solutions, customers have access to components and software platforms for IoT, Edge Gateways to enable asset monitoring, and high-performance Edge Computer for applications including Artificial Intelligence (Edge AI). To offer more and more complete solutions Eurotech has activated partnerships with leading companies in their field of action, thus creating a global ecosystem that allows it to create "best in class" solutions for the Industrial Internet of Things.

More information: www.eurotech.com.

Contacts

Investor Relations Andrea Barbaro +39 0433 485411 andrea.barbaro@eurotech.com Corporate Communication Federica Maion Tel. +39 0433 485411 federica.maion@eurotech.com