Prima Industrie — Board/Management Information 2022

Dec 7, 2022

BORSA ITALIANA - STAR segment

PRESS RELEASE

CO-OPTATION OF NEW DIRECTORS IN REPLACEMENT OF RESIGNING DIRECTORS INTEGRATION OF COMMITTEES

IDENTIFICATION OF THE NEW GOVERNANCE AND OF THE NEW CHIEF EXECUTIVE OFFICER

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Collegno (TO), December 7, 2022 – The Board of Directors of Prima Industrie S.p.A., a company leader in high technology laser systems, sheet metal working systems and electronic components for industrial applications has been informed of the closing of the acquisition by Femto Technologies S.p.A. of the Company shares held by Erste International S.A., Gianfranco Carbonato, Franca Gagliardi, Davide Peiretti, dP-Cube S.r.l., Joseph Lee Sou Leung, J and Lem Limited, World Leader Limited and Sharp Focus International Ltd (the "Operation"); the Operation brought Femto Technologies S.p.A. to hold a total shareholding equal to 60.1% of the Company voting rights1 (equal to 59.1% of the Company share capital) in execution of the purchase agreements entered into on August 17, 2022 and December 2, 2022 and announced to the market in compliance of the applicable law.

As a result of the conclusion of the Operation, the conditions for the launch of a compulsory tender offer have been met and therefore Femto Technologies S.p.A. will promote, pursuant to and for the purposes of article 102 and 106 para. 1, of TUF (Consolidated Finance Act) compulsory tender offer on all Prima Industrie ordinary shares (excluding (i) no. 6,194,401 shares already held by Femto Technologies S.p.A. and (ii) no. 170,447 treasury shares held by Prima Industrie) at the price of Euro 25 per share (the "Offer").

In the frame of the Operation, the Board of Directors of the Company met and acknowledged the resignations of the Directors Paola Gatto (independent director and member of the Control and Risks Committee, of the Related Parties Committee and of the Remuneration Committee), Carlalberto Guglielminotti (independent director and member of the Strategic Committee), Michael Mansour (nonexecutive director and member of the Strategic Committee), Giuliana Mattiazzo (independent director and member of Strategic Committee) and Mario Mauri (independent director and member of the

¹ This percentage takes into account the no. 170,447 treasury shares (equal to 1.63% of the share capital) held by the issuer.

Remuneration Committee and of the Strategic Committee), thanking them for their activity within the board in the interest of the Company during the past years.

As of the date of this press release, the resigning Director Michael Mansour holds, through a controlled company, no. 8,338 shares of the Company; the other resigning Directors do not hold any share of the Company.

Pursuant to the provisions of art. 2386, para. 1, of the Italian Civil Code and of Article 16 of the Articles of Association, the Board, with the approval expressed by the Board of Statutory Auditors, has co-opted the following Directors to replace the outgoing ones:

• a) Giovanni Negri
• b) Nicola Colavito
• c) Edoardo Mario Lanzavecchia
• d) Francesca Cirrincione, who holds the requisites to qualify as independent
• e) Barbara Poggiali, who holds the requisites to qualify as independent.

The co-optation takes effect as from today until the next Shareholders' Meeting, pursuant to the provisions of art. 2386 of the Italian civil code.

The Board of Directors, according to the information provided by the interested parties and the information held by the Company, assessed the requirements of integrity for all directors as well as the requirements of independence, envisaged by art. 148, para. 3 of TUF (applicable pursuant to art. 147 ter, para. 4 of TUF) and by the Corporate Governance Code adopted by Borsa Italiana S.p.A., by the directors Francesca Cirrincione e Barbara Poggiali.

The curricula vitae of the new Directors are available on the Company website.

Due to the resignations by the mentioned Directors, it became necessary to integrate the Committees established within the Board of Directors and, in particular, the Board resolved to appoint:

• Francesca Cirrincione as a member of the Control and Risk Committee and of the Related Parties Committee
• Edoardo Mario Lanzavecchia and Barbara Poggiali as members of the Remuneration Committee and
• Giovanni Negri, Gianfranco Carbonato, Nicola Colavito and Edoardo Mario Lanzavecchia as members of the Strategic Committee.

As a result of such integrations, the composition of the Committees is as follows:

• the Control and Risk Committee and Related Parties Committee: Donatella Busso, Francesca de Fraja and Francesca Cirrincione.
• the Remuneration Committee: Francesca de Fraja, Edoardo Mario Lanzavecchia and Barbara Poggiali;
• the Strategic Committee: Domenico Peiretti, Giovanni Negri, Gianfranco Carbonato, Nicola Colavito and Edoardo Mario Lanzavecchia.

The Board also discussed the new governance structure of the Company to be implemented up to the expiration of the Board in office.

The new governance provides that:

a) The Chairman, Gianfranco Carbonato, receives new relevant powers replacing the existing ones, thus maintaining the role of Executive Chairman;

• b) The Director Giovanni Negri is appointed as new Managing Director;
• c) The Deputy Chairman, Domenico Peiretti, gives up the powers currently attributed by Prima Industrie and takes the role of Deputy Chairman without any power, keeping the powers, revised and integrated, in other companies of Prima Industrie Group;
• d) Ezio Giovanni Basso gives up the current powers maintaining the role of Director and receiving (in place of the previous powers) the task of cooperating and supporting the new Managing Director for the purpose of a smooth transfer of powers.

Since all the resolutions above indicated require the involvement of the Remuneration Committee and of the Related Parties Committee, the Board of Directors has resolved to postpone any resolution regarding the new governance structure to a subsequent meeting, in order to allow the committees to carry out their preliminary activities. Up to such new resolution, the current existing powers remain unchanged.

With reference to the assessment of the company financial situation, the Board of Directors approved the signing of new loan agreements with Intesa Sanpaolo, Banca Nazionale del Lavoro, Banco BPM, Cassa Depositi e Prestiti and Deutsche Bank for an amount of Euro 69,000,000 to support the general cash needs of the Company and the group, for an amount of Euro 41,000,000 to partially refinance the existing debt and a revolving facility of Euro 20,000,000 aimed at both supporting the general cash needs and possibly refinancing part of the existing debt.

The new loan agreements provide for the early repayment of the existing financial debt with the effect, among other things, of lengthening the average duration of the Company debt.

The Board of Directors recalls that, in relation to the compulsory tender offer as per the communication pursuant to art.102 of TUF, pursuant to art. 103, para. 3 of the TUF and art. 39 of the Issuers' Regulation, it will issue to the market, within the trading day preceding the first day of the acceptance period, a notice containing all useful data for evaluation of the Offer and its assessment on the Offer.

Furthermore, taking into account – among the rest -that Femto Technologies S.p.A. directly holds 60.1% of the Company voting rights, the offer falls within the scope of application of article 39-bis, para. 1, letter a), number 1), of the Issuers' Regulation; therefore, before approving the Issuer's notice, the Independent Directors will be required to prepare a reasoned opinion containing the assessments of the offer and the adequacy of the price, also with the support, at the issuer's cost, of an independent consultant identified by them. To this regard, the Board of Directors announces that the Independent Directors have selected an independent legal advisor (identified in the Galbiati Sacchi e Associati law firm) for legal issues and an independent financial advisor (identified in Equita) for the assistance in drafting their opinion.

In particular, Equita, which doesn't show any relationships compromising its independence, will issue a fairness opinion on the adequacy of the offer price from a financial point of view.

Considering the expertise and experience of the advisor selected by the Independent Directors, the Board of Directors resolved not to proceed with the appointment of an additional financial advisor to support the notice pursuant to art. 103 of TUF of the Board itself, being it able to avail of the fairness opinion to be issued by the expert chosen by the independent directors.

PRIMA INDUSTRIE heads a Group leader worldwide in developing, manufacturing and marketing of laser systems for industrial applications, sheet metal processing machinery as well as industrial electronics, laser sources and solution for additive manufacturing.

The parent company Prima Industrie S.p.A. is listed on the Italian Stock Exchange since 1999 (MTA- STAR segment).

With over 40 years of experience, the Group has an installed base of about 14,000 machines in more than 80 countries and is positioned among the main worldwide manufacturers within its own reference market.

The Group has about 1,700 employees, manufacturing sites in Italy, Finland, USA and China and a direct commercial and after-sale presence worldwide.

Prima Industrie Group is structured on four Business Units:

Prima Power – development, production and marketing of laser and sheet metal processing (2D and 3D laser machines, laser drilling systems, punching and combined systems, bending and paneling systems);

Prima Electro – development, production and marketing of embedded electronics for industrial applications;

Convergent Photonics – development and production of diodes and laser sources, both industrial and medical;

Prima Additive – development, production and marketing of additive manufacturing solutions with Powder Bed Fusion and Laser Metal Deposition technologies.

For further information:

PRIMA INDUSTRIE S.p.A.	STUDIO MAILANDER
Chiara Roncolini	Carlo Dotta
Investor Relator	Ufficio Stampa
tel. 011 4103204	tel. 011 5527311 mob. 333 2306748
ir@primaindustrie.com	c.dotta@mailander.it