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Marzocchi Pompe

AGM Information Apr 30, 2021

4444_10-k_2021-04-30_3603a4aa-1e5b-4dff-97fd-4fab40f5d0c9.pdf

AGM Information

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PRESS RELEASE

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

APPROVED THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2020 AND THE DISTRIBUTION OF AN ORDINARY GROSS DIVIDEND OF € 6 CENTS PER SHARE

BOARD OF DIRECTORS AND AUDITORS CONFIRMED

DELEGATION OF POWERS TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS INVOLVING THE PURCHASE AND SALE OF OWN SHARES

Bologna, 30 April 2021 – The ordinary and extraordinary Shareholders' Meeting of Marzocchi Pompe S.p.A. (AIM:MARP), a leading company in the design, production and marketing of high-performance gear pumps and motors, met today in first call at the offices of the Notary Dr. Carlo Vico in Via Santo Stefano 42, Bologna.

Ordinary part

1 - Approval of the Financial Statements as at 31 December 2020 and distribution of dividends

The Shareholders' Meeting approved the financial statements and examined the consolidated financial statements for the year ending 31 December 2020, as approved by the Board of Directors on 30 March 2020 and already announced in a press release on the same day.

The Shareholders' Meeting also approved the distribution to Shareholders of a gross ordinary dividend of € 6 cents per share, for a total dividend payout of € 392,325, starting on 12 May 2021, subject to detachment of the coupon on 10 May 2021. The record date for entitlement to payment is 11 May 2021. Transactions may be carried out through authorised intermediaries.

The Shareholders' Meeting resolved to cover the loss for the year as at 31 December 2020 of Marzocchi Pompe S.p.A., amounting to € 51,000 (down from € 242,257 as at 31 December 2019), through the use of the extraordinary reserve.

2 - Renewal of the Board of Directors for a three-year term of office

Today's Shareholders' Meeting also appointed the members of the Board of Directors in the persons of the following individuals:

    1. Paolo Marzocchi
    1. Gabriele Bonfiglioli
    1. Guido Nardi
    1. Valentina Camorani Scarpa
    1. Carlo Marzocchi Tabacchi
    1. Matteo Tamburini
    1. Giuseppe Zottoli *

(*) Person meeting the independence requirements and positively assessed by the Nominated Adviser

The Shareholders' Meeting also confirmed Mr. Paolo Marzocchi as Chairman of the Board of Directors.

3 - Appointment of the Independent Auditors for a three-year term of office

The Shareholders' Meeting resolved to confirm the appointment of the auditing company PricewaterhouseCoopers S.p.A. to audit the accounts of Marzocchi Pompe S.p.A. for the years 2021-2023.

4 - Authorisation to purchase and dispose of own shares pursuant to Articles 2357 and 2357 ter of the Italian Civil Code

The Shareholders' Meeting also authorised the Board of Directors to carry out purchase and sale transactions, on one or more occasions, of treasury shares, in strict compliance with the provisions pursuant to applicable EU and national legislation, including Regulation (EU) 596/2014 (the "MAR Regulation") and Delegated Regulation (EU) 1052/2016 (the "Delegated Regulation") as well as, to the extent applicable, D. Legislative Decree 58/98 (the "TUF") and the Consob Regulation adopted by resolution no. 11971 of 14 May 1999 (the "Issuers' Regulation"), for the following purposes:

(i) to carry out, through intermediaries qualified in accordance with the law, transactions aimed at operating to support the liquidity of the Company's stock and/or for the purpose of stabilising the value of the same, with a view to facilitating the regular course of trading and prices and avoiding price movements that are not in line with market trends;

(ii) to set up a securities warehouse to sell, dispose of and/or use treasury shares, in accordance with the strategic guidelines that the Company intends to pursue or as part of extraordinary transactions including, by way of example and not limited thereto, exchanges, exchanges, contributions or in the service of capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature such as, by way of example and not limited thereto, acquisitions, mergers, spin-offs, convertible bond issues, bonds, warrants, etc;

(iii) to operate on the market with a view to medium- and long-term investment, including for the purpose of establishing long-term shareholdings or as part of transactions connected with current operations, or to reduce the average cost of the Company's capital or in any case to seize opportunities to maximise the value of the share that may arise from market trends;

(iiii) to purchase treasury shares from the beneficiaries of any stock option and/or stock grant plans approved by the competent corporate bodies.

For these reasons, the Shareholders' Meeting resolved to authorise the administrative body and, on its behalf, the Chairman of the Board of Directors pro tempore and/or the Chief Executive Officer, severally and with the right to sub-delegate, to purchase, on one or more occasions, for a period of eighteen months from the date of this resolution, including through an appointed intermediary, ordinary shares of Marzocchi Pompe S.p.A..

With regard to the operating procedures for the purchase, please refer to the Shareholders' Meeting Report for details. Here we remind you that the maximum number of shares purchased, taking into account the shares of Marzocchi Pompe S.p.A. held from time to time in the portfolio by the Company and its subsidiaries, shall not exceed 2% of the Company's share capital in the aggregate, i.e. for a total maximum investment value of EUR 350,000 (three hundred and fifty thousand) or any different maximum amount provided for by the law in force at the time.

Extraordinary part

1 - Proposal to amend Articles 2, 9, 15, 18.5 and 21 of the Articles of Association in force

Finally, the Shareholders' Meeting amended the following articles of the Articles of Association:

2 (Registered office), to move the registered office to the offices in Zola Predosa (BO), in larger and more functional premises to which the administrative staff has recently moved;

9 (Tender Offer), 15 (Shareholders' Meeting - Powers) and 21 (Composition of the Board of Directors), in compliance with the recent provisions introduced by Borsa Italiana in the AIM Italia Issuers' Regulations with notice no. 17857 of 6 July 2020, which the Company is required to implement;

18.5 (Intervention in the Shareholders' Meeting by remote control), eliminating the provision that the Chairman and the Secretary of the meeting must be present in the same place, in adherence to what has actually taken place in this last year consequent to the COVID-19 pandemic context.

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The documentation relating to the Shareholders' Meeting, as required by current legislation, will be made available to the public at the Company's registered office in Casalecchio di Reno (BO), Via 63^ Brigata Bolero, 15, and on the website www.marzocchipompe.com (Investor relations / Shareholders' Meetings section).

Marzocchi Pompe S.p.A.

Marzocchi Pompe is a leading company in the design, production and marketing of high performance gear pumps and motors, which are used in various fields: industrial, mobile and automotive. It closed 2020 with approximately € 34.1 million in sales revenue. Founded in 1949, it is controlled by the Marzocchi family, which holds the majority of shares and is present in the company with Paolo Marzocchi, President, and his son Carlo, in the Technical Area. The CEO Gabriele Bonfiglioli and four other managers are also part of the shareholding structure. The production is entirely made in Italy in the two sites of Casalecchio di Reno (BO) and Zola Predosa (BO). Marzocchi Pompe is present in over 50 countries through an international distribution network.

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Marzocchi Pompe S.p.A. Gabriele Bonfiglioli, CEO & IR [email protected]

EnVent Capital Markets – Nominated Adviser Paolo Verna [email protected]

CDR Communication - Investor Relations, Media Relations

Paola Buratti [email protected] Martina Zuccherini [email protected]

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