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Juventus Football Club

AGM Information Nov 7, 2025

4461_rns_2025-11-07_8bca3c6e-2a77-4733-a144-ca8f7918a72e.pdf

AGM Information

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ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

  • Approved the separate financial statements as at 30 June 2025
  • Appointed the Board of Directors for the three-year period 2025/2026 – 2027/2028, Gianluca Ferrero confirmed as Chairman
  • Approved the Report on the remuneration policy and compensation paid
  • Approved the Authorization for the purchase and disposal of treasury shares and the increase in the remuneration for the mandates assigned to the audit firm
  • Approved the proposal to grant the Board of Directors the mandate to increase the share capital, against cash contribution, pursuant to Article 2441, paragraph 4, second sub-paragraph, of the Italian Civil Code, within the limits of 10% of the existing share capital
  • Approval of the amendment to the By-Laws to introduce the role of ESG Officer

Turin, [7] November 2025 – The Shareholders' Meeting of Juventus F.C. S.p.A. ("Juventus" or the "Company"), held today in Turin in ordinary and extraordinary session, chaired by Gianluca Ferrero, resolved on the items on the agenda as follows.

Resolutions of the Ordinary Shareholders' Meeting

Approval of the 2024/2025 financial statements and Remuneration Report

The Shareholders' Meeting approved the separate financial statements for the year ended 30 June 2025, which closed with a loss for the year of approximately €57 million, as well as the full coverage of the loss through the use, partly, of the share premium reserve (amounting to approximately €26.8 million) and, partly, by carrying forward the difference (amounting to approximately €30.2 million). Consequently, no dividends were approved. The consolidated sustainability report as well as the consolidated financial statements as at 30 June 2025 were also presented at the Shareholders' Meeting, showing a consolidated loss of €58.1 million (€199.2 million as at 30 June 2024).

The Shareholders' Meeting also approved Section I and expressed a favourable opinion on Section II of the "Report on remuneration policy and compensation paid" prepared in accordance with Article 123-ter of Legislative Decree No. 58/1998 ("TUF").

For further information, please refer to the Annual Financial Report as at 30 June 2025 and the explanatory reports, available to the public at the Company's registered office in Turin, Via Druento, 175, on the Company's website (www.juventus.com, Club section, Investors, Financial Statements and Prospectus), as well as on the authorised storage mechanism ().

Appointment of the Board of Directors

The Shareholders' Meeting resolved on the appointment of the new Board of Directors, which will remain in office until the date of the Shareholders' Meeting called to approve the financial statements for the year ending 30 June 2028, and set the number of its members at nine.

Based on the slate submitted by shareholder Exor N.V. ("Exor") (holder of a 65.4% stake in the share capital and 78.9% of the voting rights) and a slate submitted by shareholder Tether Investments S.A. de C.V. ("Tether") (holder of a 11.5% stake in the share capital and 7.0% of the voting rights), the following directors were appointed: (i) Antonio Belloni(*), (ii) Gianluca Ferrero, (iii) Guido de Boer, (iv) Damien Comolli, (v) Laura Cappiello(*), (vi) Fioranna Vittoria Negri(*), (vii) Kerstin Andrea Lutz(*), (viii) Diva Moriani(*) and (ix) Francesco Garino(*). It should be noted that the first eight directors were drawn from the slate submitted by the shareholder Exor (which received votes in favour equal to 92.0% of the total voting rights at the meeting) and that the ninth director was drawn from the slate

submitted by the shareholder Tether (which received votes in favour equal to 8.0% of the total voting rights at the meeting).

The directors marked with the symbol (*) have certified that they meet the independence requirements set forth in Article 148, paragraph 3, of the TUF, as referred to in Article 147-ter, paragraph 4, of the TUF, as well as in the Corporate Governance Code approved by the Corporate Governance Committee. The directors' curricula are available on the Company's website (www.juventus.com, Club section, Corporate Governance, Board of Directors and Controlling Bodies).

Based on the statements made, no directors hold shares in the Company as at the date of appointment

The Shareholders' Meeting resolved to appoint Gianluca Ferrero as Chairman of the Board of Directors.

Lastly, the Shareholders' Meeting resolved to award each director, on a pro-rata basis in relation to the duration of their term of office, a gross annual remuneration of €40,000, in addition to the reimbursement of out-of-pocket expenses incurred, without prejudice to the provisions of Article 2389, paragraph 3, of the Italian Civil Code.

The first meeting of the newly appointed Board of Directors is envisaged to take place in the coming days to proceed, inter alia, with the assignment of powers and duties and the appointment of corporate offices.

Increase in the remuneration for the engagements entrusted to the auditing firm (Deloitte & Touche S.p.A.)

The Shareholders' Meeting then resolved to approve (i) for the financial year ending 30 June 2025 and for subsequent financial years until 30 June 2030, the increase in the remuneration for the statutory audit of the accounts, and (ii) for the financial year ending 30 June 2025 and for the financial years up to 30 June 2030, the increase in the remuneration for the certification of compliance of the consolidated sustainability report, in both cases as indicated in the proposal of the Board of Statutory Auditors, available to the public in accordance with the terms and conditions of the law, at the registered office, on the Company's website (www.juventus.com), in the "Investors" section, and on the authorised storage mechanism ().

Authorisation to purchase and dispose of treasury shares

In order to implement, inter alia, the "2024/2025-2028/2029 Performance Share Plan" approved on 7 November 2024, the Shareholders' Meeting also resolved to renew the proposal to authorise the purchase and disposal of treasury shares, to be carried out in compliance with applicable EU and national legislation, including Regulation (EU) 596/2014, and market practices recognised from time to time by Consob. In particular, the purchase was also authorised in several tranches, up to a maximum of 1,000,000 Juventus ordinary shares without par value, corresponding to approximately 0.26% of the Company's share capital and, in any case, within the limits of distributable profits and available reserves resulting from the latest approved financial statements at the time of each transaction, for a period of 18 months from the date of authorisation. For further information, please refer to the explanatory report available to the public at the Company's registered office and on the Company's website (www.juventus.com, Club section, Investors, Shareholders' Meetings), as well as on the authorised storage mechanism ().

As of today, the Company does not hold any treasury shares and its subsidiaries do not hold any shares in the Company.

Resolutions of the Extraordinary Shareholders' Meeting

Mandate to increase the share capital, against cash contribution, within the limits of 10% of the existing share capital

At the extraordinary session, the Shareholders' Meeting approved the proposal to grant the Board of Directors the mandate, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital, against cash contribution, in one or more tranches, pursuant to Article 2441, paragraph 4, second sub-paragraph, of the Italian Civil Code (and, therefore, excluding the pre-emptive rights of Shareholders), within the limits of 10% of the existing share capital, through the issue of ordinary shares without par value and with the same characteristics as those in circulation, granting the Board of Directors the power to establish the methods, terms and conditions for each exercise of the mandate and its execution.

The mandate grants the Board of Directors the power to establish, close to the date of the offer and in compliance with the above limits, the terms and conditions of the transaction, including the issue price, which comprises any potential share premium. The Shareholders' Meeting therefore resolved to approve the consequent amendment to Article 5 of the By-Laws.

For further information, please refer to the explanatory report available to the public at the Company's registered office and on the Company's website (www.juventus.com, Club section, Investors, Shareholders' Meetings), as well as on the authorised storage mechanism ().

Amendment to the By-Laws: appointment procedures and professional requirements for the ESG Officer

Finally, the Extraordinary Shareholders' Meeting approved the proposed amendment to the By-Laws to govern the appointment procedures and professional requirements of the officer responsible, pursuant to Legislative Decree 125/2024, for issuing the certification on the Consolidated Sustainability Report (the "ESG Officer").

For further information, please refer to the explanatory report available to the public at the Company's registered office and on the Company's website (www.juventus.com, Club section, Investors, Shareholders' Meetings), as well as on the authorised storage mechanism ().

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Lastly, please note that the items on the agenda requested to be added by Tether Investments S.A. de C.V. and the related proposals for resolution concerning the granting of a mandate to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital against cash contribution, within the limits of 10% of the existing share capital, through the issue of ordinary shares to be offered with pre-emptive rights to those entitled (in place of the proposal approved by the Shareholders' Meeting), the amendment of Articles 13 and 17 of the By-Laws and the related ancillary proposals were not approved by the Shareholders' Meeting. For further information, please refer to the requests for integration to the items on the agenda made by Tether Investments S.A. de C.V. pursuant to Article 126-bis of the TUF, as well as the explanatory report pursuant to Article 126-bis, paragraph 4, of the TUF containing the assessments of the Company's Board of Directors and the additional explanatory reports prepared by the directors, all of which are available to the public at the Company's registered office and on the Company's website (www.juventus.com, Club section, Investors, Shareholders' Meetings), as well as on the authorised storage mechanism ().

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The voting summary, the minutes of the Shareholders' Meeting and the updated By-Laws will be made available to the public at the Company's registered office and on the Company's website (www.juventus.com, Club section, Investors, Shareholders' Meetings), as well as on the authorised storage mechanism () in accordance with the law and regulations.

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The manager responsible for preparing the company's financial reports, Stefano Cerrato, declares, pursuant to paragraph 2 of Article 154-bis of the TUF, that the accounting information contained in this press release corresponds with the documented results, books and accounting records.

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INVESTOR RELATIONS PRESS OFFICE

T. +39 011 6563538 [email protected]

[email protected]

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