Salcef Group

AGM Information • Apr 22, 2024

Informazione Regolamentata n. 20176-16-2024	Data/Ora Inizio Diffusione 22 Aprile 2024 11:24:22		Euronext Star Milan
Societa'	:	SALCEF GROUP
Identificativo Informazione Regolamentata	:	189336
Utenza - Referente	:	SALCEFGROUPN02 - Salciccia
Tipologia	:	REGEM
Data/Ora Ricezione	:	22 Aprile 2024 11:24:22
Data/Ora Inizio Diffusione	:	22 Aprile 2024 11:24:22
Oggetto	:	Shareholders' meeting
Testo del comunicato

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Investor Relations & Sustainability - Alessio Crosa Email: investor.relations@salcefgroup.com - Ph: +39 06 416281

Press Release

The Salcef Group's Shareholders' Meeting approves the 2023 Integrated Report, the Remuneration Report and the Stock Grant and Performance Shares Plans

The Shareholders' Meeting resolved:

• the approval of the 2023 financial statements, which reported a net profit of € 39.1 million, and the distribution of a € 0.55 dividend per share. The consolidated financial statements reported revenues for € 794.7 million, 40.5% higher than the previous year
• the approval of the 2024 Stock Grant Plan and of the 2024-2026 Performance Shares Plan functional to the incentive plans
• the approval of Section One of the Report on Remuneration Policy and Compensation Paid and resolved in favour of Section Two

Rome, 22 April 2024 – The Shareholders' Meeting of Salcef Group S.p.A. (the "Company") met today under the chairmanship of Gilberto Salciccia.

Financial statements as at 31 December 2023 and dividend distribution

The Shareholders' Meeting, taking note of the Consolidated Financial Statements at 31 December 2023 as well as the Non-Financial Statement prepared pursuant to Legislative Decree 254/2016, has approved the financial statements for the year ended 31 December 2023, as approved and presented by the Board of Directors, which reported a net profit of € 39,068,251, and resolved to distribute a dividend equal to gross € 0.55 per Ordinary Share which will be entitled to it on the record date (i.e. 14 May 2024), with ex date 13 May 2024 and payment date 15 May 2024.

The Shareholders' Meeting has then approved the allocation of the residual portion of the profit for the year as follows: (i) € 1,953,413 to the Legal Reserve; (ii) € 3,615,343.40 to the Reserve for Retained Earnings.

Report on Remuneration Policy for 2024 and remuneration paid in 2023

The Shareholders' Meeting, having examined the Report on the remuneration policy and on the compensation paid prepared in accordance with the current legal and regulatory provisions: (i) approved the Company's remuneration policy for the financial year 2024 described in the First Section of the Remuneration Report, pursuant art. 123-ter, paragraph 3-bis and 3-ter of the TUF and (ii) and resolved in

Salcef Group is an Italian excellence designing, developing, and producing solutions for sustainable mobility. Serving the market for over 70 years, the Group is now a global leading player providing the railway industry with a comprehensive ecosystem of products and services. Its 7 operative Business Units and 15 operating companies are a unique combination of specialization and integration, the result of continuous investments in innovation and external growth. The Group has over 2,000 employees, boasts a fleet of more than 1,100 railway machines, and, in 2023, achieved a consolidated turnover of 795 million euros. Headquartered in Rome, the Group has an industrial presence also in Germany and the United States, managing business activities across 5 continents with 6 production sites – 5 in Italy and 1 in the United States. Publicly listed since 2019, in October 2021, Salcef Group joined the Euronext STAR Milan Segment. Since 1975, it has been under the control of the Salciccia family and is currently led by the brothers Gilberto and Valeriano, serving respectively as Chairman and CEO.

Press Release

favour of the Second Section of the said Remuneration Report, pursuant art. 123-ter, paragraph 6 of the TUF.

2024 Stock Grant Plan

The Shareholders' Meeting has approved the 2024 Stock Grant Plan, that provides certain employees, including executives with strategic responsibilities, of the Company and of the companies of the Salcef Group and other beneficiaries who hold managerial positions with significant impact on the sustainable success of the Group, with the right to receive free of charge up to a maximum of no. 40,000 ordinary shares of the Company without nominal value, based on the achievement of pre-established performance targets. The Plan is functional to the short-term incentive plan (Management by Objectives-MBO) and provides for a single cycle for assigning the rights to receive the Shares free of charge based on the achievement of the performance objectives.

The features of the 2024 Stock Grant Plan are described in more detail in the information document prepared pursuant to Article 84-bis of the Regolamento Emittenti made available to the public at the Company's registered office and on the Company's website www.salcef.com in the Governance/Shareholders' Meetings section and at the authorized storage mechanism "eMarket STORAGE", which can be consulted at .

2024-2026 Performance Shares Plan

The Shareholders' Meeting approved the 2024-2026 Performance Shares Plan, that provides certain executives with strategic responsibilities of the Company and of the companies of the Salcef Group with the right to receive free of charge up to a maximum of no. 40,000 ordinary shares of the Company without nominal value, based on the achievement of pre-established performance targets. The Plan provides for a single cycle for assigning the rights to receive the Shares free of charge based on the achievement of the performance objectives.

The features of the 2024-2026 Performance Shares Plan are described in more detail in the information document prepared pursuant to Article 84-bis of the Regolamento Emittenti made available to the public at the Company's registered office and on the Company's website www.salcef.com in the Governance/Shareholders' Meetings section and at the authorized storage mechanism "eMarket STORAGE", which can be consulted at .

Other information

The financial statements as at 31 December 2023 are available at the Company's registered office and on the website www.salcef.com, Investor Relations Section / Financial Reports section. It should be noted that the minutes of the Shareholders' Meeting and the summary statement of votes will be made available to the public in accordance with the procedures and timeframes provided for by current legislation and will be available at the Company's registered office and on the website www.salcef.com in the Governance/Shareholders' Meetings section and at the authorized storage mechanism "eMarket STORAGE", which can be consulted at .

The summary report of the votes will be made available on the Company's website pursuant to art. 125 quater of the TUF within five days from the date of the Shareholders' Meeting.

The manager responsible for the drafting of corporate accounting documents Fabio De Masi declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

This press release is available on the Salcef Group website https://www.salcef.com in the Investor Relations/Price Sensitive Press Releases section and at the authorized storage mechanism "eMarket STORAGE", which can be consulted at .

Fine Comunicato n.20176-16-2024	Numero di Pagine: 5