Technogym — AGM Information 2022

May 4, 2022

Informazione Regolamentata n. 1845-17-2022		Data/Ora Ricezione 04 Maggio 2022 12:11:21	Euronext Milan
Societa'	:	TECHNOGYM
Identificativo Informazione Regolamentata	:	161575
Nome utilizzatore	:	TECHNOGYMN02 - Capelli
Tipologia	:	3.1
Data/Ora Ricezione	:	04 Maggio 2022 12:11:21
Data/Ora Inizio Diffusione presunta	:	04 Maggio 2022 12:11:22
Oggetto	:	Press release on resolutions of Shareholders' Meeting dated May 4, 2022
Testo del comunicato

Vedi allegato.

REGISTERED OFFICE AT VIA CALCINARO, 2861, CESENA SHARECAPITAL EURO 10,066,375.00 FULLYSUBSCRIBED ANDPAID-IN REGISTRATION WITH THE FORLÌ-CESENA COMPANIES REGISTER NO. 315187 AND TAX CODE 06250230965

THE SHAREHOLDERS' MEETING APPROVES THE 2021 FINANCIAL STATEMENTS AND THE DISTRIBUTION OF A DIVIDEND OF EURO 0.16 PER ORDINARY SHARE

The ordinary and extraordinary Shareholders' Meeting:

• approves the financial statements at December 31, 2021, the net profit allocation and the distribution of a dividend equal to Euro 0.16 per ordinary share;
• approves the Company's remunerations policy as per first section of the remuneration report pursuant to art. 123-ter, paragraphs 3-bis and 3-ter of the Italian Legislative Decree 24 February 1998, no. 58, and resolved in favor of the second section of the remuneration report pursuant to art. 123-ter, paragraph 6, of the Italian Legislative Decree 24 February 1998, no. 58;
• appoints the Board of Statutory Auditors for years 2022-2024;
• approves the integration of the fees of the independent auditors PricewaterhouseCoopers S.p.A. for the audit engagement for the financial years 2021 to 2024;
• approves a performance shares plan known as "Performance Shares Plan 2022- 2024" reserved for employees and/or collaborators of the Company or its subsidiaries;
• renews the authorization the purchase and disposal of treasury shares;
• grants the Board of Directors a mandate to increase the share capital, on a gratuitous basis and in one or more tranches, pursuant to Article 2349 of the Italian Civil Code for a maximum amount of Euro 35,000 to service the "Performance Shares Plan 2022-2024 and approves the amendments to article 6 of the Bylaws;
• approves the amendments to article 7 of the Bylaws regarding voting rights increase;

Cesena, May 4, 2022 – The ordinary and extraordinary Shareholders' Meeting of Technogym S.p.A. was convened today, in single call, in compliance with the provisions of Italian Law Decree no. 18 of 17 March 2020, i.e. without the physical presence of the shareholders, under the chairmanship of the Chairman and Chief Executive Officer Nerio Alessandri.

Technogym S.p.A. and Technogym Group Financial Statements – Net Profit allocation and dividend distribution – Acknowledgement of the Consolidated Corporate Social Responsibility Report pursuant to Italian Legislative Decree no. 254/2016

The ordinary Shareholders' Meeting approved the Financial Statements of Technogym S.p.A. as of December 31, 2021 without amending the draft financial statements approved by the Board of Directors on March 23, 2022, made public pursuant to law, which reported a net income of Technogym S.p.A. equal to Euro 66,360,772.46. The ordinary Shareholders' Meeting approved a dividend distribution of a gross dividend equal to Euro 0.16 for each share entitled to payment on the record date, for a total amount, on the basis of the ordinary shares currently in circulation, of Euro 32,212,400.00. The dividend for the year 2021 will be payable from May 25, 2022, with record date on May 24, 2022, subject to detachment of coupon no. 5 on May 23, 2022.

The remaining amount of the net profit for the year 2021 has been allocated as follows: (i) for Euro 3,990,409.40 as Extraordinary reserve; (ii) for the remaining amount, currently calculated in Euro 30,157,963.06 to retained earnings reserve.

Moreover, in view of the accounting effects occurred during the year, and to maintain a precise relationship between shareholders' equity item and the specific destination of the reserves, the ordinary Shareholders' Meeting approved to: (i) release a portion equal to Euro 12,240.87 of the reserve for the adoption of IAS; and (ii) to release a portion equal to Euro 307,733.48 of the foreign exchange gains reserve, allocating the total amount equal to Euro 319,974.35 to retained earnings reserve.

During the ordinary Shareholders' Meeting, the Consolidated Financial Statements for the year ended December 31, 2021 were also presented, which closed with a Consolidated Net Income of Euro 63,064,585.19.

The ordinary Shareholders' Meeting also acknowledged the 2021 Non Financial Statement prepared according to Italian Legislative Decree no. 254/2016. The mentioned Non Financial Statement was prepared separately from the Annual Report.

Report on remuneration

After the examination of the of the Report on remuneration policy and compensation paid drawn up pursuant to applicable laws, the ordinary Shareholders' Meeting: (i) approved the remuneration policy of the Company for year 2022 included in the first section, pursuant to Article 123-ter, paragraph 3-bis and 3-ter, of Legislative Decree No. 58 of February 24, 1998 ("TUF") and (ii) resolved in favor of the second section of the aforesaid Report, pursuant to art. 123-ter, paragraph 6 of TUF.

Appointment of the Board of Statutory Auditors

The Ordinary Shareholders' Meeting appointed the Board of Statutory Auditors of the Company for the three-year period 2022-2024, also determining the gross annual remuneration of the auditors, for the whole duration of their office, equal to Euro 50,000.00 for the Chairperson of the Board of Statutory Auditors and equal to Euro 33,000.00 for each Standing Auditor, in addition to the reimbursement of expenses incurred for the office.

More specifically, the Shareholders' Meeting appointed 3 Standing Auditors and 2 Alternate Auditors, and specifically the following candidates: Pier Paolo Caruso (Standing Auditor), Fabio Oneglia (Standing Auditor) and Laura Acquadro (Alternate Auditor), from the majority list no. 1 submitted by TGH S.r.l. - owner of 33.78% of the voting share capital - which obtained 62.03% of votes, and Francesca Di Donato (Standing Auditor and Chairperson the Board of Statutory Auditors) and Stefano Sarubbi (Alternate Auditor), from list no. 2 submitted by institutional investors (the list of which can be consulted at

http://corporate.technogym.com/it/governance/assemblea-degli-azionisti) - which together hold 4.29% of the voting share capital – which obtained 37.42% of votes.

The curricula vitae of the members of the Board of Statutory Auditors are available on the Company's website http://corporate.technogym.com/it/governance/assemblea-degli-azionisti.

All the Auditors appointed have declared that they comply with the independence requirements and with the other requirements set out in current legislation and regulations, as well as in the Corporate Governance Code of listed companies to which the Company adheres and, as at today's date, do not hold any equity investment in the Company.

Approval of the integration of the fees due to the independent auditors PricewaterhouseCoopers S.p.A. for the audit engagement for the financial years from 2021 to 2024

The Ordinary Shareholders' Meeting resolved in favor of the reasoned proposal of the Board of Statutory Auditors for the integration of the fees due to the independent auditor firm PricewaterhouseCoopers S.p.A. for the additional audit activities resulting from the entry into force of the obligation - introduced by the Delegated Regulation of the European Commission no. 2019/815 of December 17, 2018 (so-called "ESEF Regulation", European Single Electronic Format) - to prepare the financial reports for the year 2021 in the XHTML (Extensible Hypertext Markup Language) format and to mark the consolidated financial statements with the Inline XBRL (Extensible Business Reporting Language) specifications.

Performance Shares Plan 2022-2024

The ordinary Shareholders' Meeting approved the adoption of a plan for the free allocation of rights to receive bonus ordinary shares of the Company subject to the achievement of certain performance targets called "Performance Share Plan 2022-2024" relevant pursuant to article 114-bis, paragraph 1, of the TUF (the "Plan").

The aforesaid Plan covers managers of the Technogym Group, to be named by the Board of Directors, on a proposal by the Chairman of the Board of Directors, after having consulted the Appointments and Remuneration Committee, who are employees and/or collaborators of the Company or of subsidiaries who hold important managerial positions or are able to make a significant contribution to pursuit of the strategic objectives of the Company and/or the Group, including managers with strategic responsibilities. The features of the Plan are explained in the information document drawn up by the Company pursuant to Article 84-bis of the Issuers' Regulation, available to the public at the registered office, on the Company's website at the addresshttp://corporate.technogym.com/en/governance/shareholders-meetings and on the authorized the authorized "eMarket STORAGE" mechanism available at the address .

Authorization to purchase and dispose of treasury shares

Following the cancellation of the previous Shareholders' Meeting resolution adopted on May 5, 2021, the ordinary Shareholders' Meeting authorized the Board of Directors to purchase and dispose of treasury shares, in one or more times, also on revolving basis, up to a maximum number of 20,000,000 (twenty million) of Technogym's ordinary shares with reference to shares held both directly and those held by subsidiaries and, in any case, within the limits permitted by article 2357, paragraphs 1 and 3, of the Italian Civil Code, and after obtaining adequate financial coverage compatible with the future programs, investments and contractual obligations of the Company, for a maximum period of 18 months starting from the date of Shareholders' Meeting resolution.

The Shareholders' Meeting also resolved to authorize the Board of Directors so that, pursuant to and for the purposes of article 2357-ter of the Italian Civil Code, it may dispose, in whole or in part, in one or in more times, without time limits, of the treasury shares purchased on the basis of the aforementioned resolution or, in any case, in the Company's portfolio.

The authorization has been approved pursuant to applicable laws according to the terms and conditions included in the explanatory report presented by the Board of Directors and available on Company's website at the address http://corporate.technogym.com/en/governance/shareholders-meetings and on the authorized "eMarket STORAGE" mechanism available at the address .

It is worth noting that at the beginning of the Shareholders' Meeting the Company did not own treasury shares.

Mandate to increase the share capital to service the Performance Share Plan 2022-2024 pursuant to Article 2349 of the Italian Civil Code and subsequent amendment of article 6 of the Bylaws

The extraordinary Shareholders' Meeting resolved to assign to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a period of five years from the date of the resolution, the power to increase the share capital free of charge and divisible in one or more tranches to serve the plan named "Performance Share Plan 2022-2024" for a maximum amount of Euro 35,000 (thirty five thousand/00) with the issue of a maximum number of 700,000 (seven hundred thousand/00) new ordinary shares without indication of the nominal value, with the same characteristics as the outstanding shares and regular dividend rights, at an issue value equal to the accounting par value of the Technogym shares at the date of execution of the mandate through the assignment of a corresponding amount of profits and/or profit reserves as reported in the last financial statements approved at the time pursuant to Article 2349 of the Italian Civil Code. The new issue shares will be assigned to employees of the Company or of its subsidiaries who are beneficiaries of the Performance Share Plan 2022- 2024, under the terms, conditions and in accordance with the procedures established by the Plan.

As a consequence of the aforesaid resolution, the ordinary Shareholders' Meeting also approved to amend the article 6 of the Bylaws.

Amendment to article 7 of the Bylaws in force regarding the increase in voting rights

The extraordinary Shareholders' Meeting approved the amendments to article 7 of the current Bylaws regarding the increase in voting rights, resolving to include certain additional cases among those that do not determine the interruption of the period for the accrual of the increase in voting rights or the loss of the increase in voting rights.

Other information

The minutes of the ordinary and extraordinary Shareholders' Meeting of Technogym S.p.A. shall be made available to the public at the Company's registered office and published on the Company's website at https://corporate.technogym.com/en/governance/shareholdersmeetings, as well as on the authorized storage mechanism "eMarket STORAGE" available at within the terms provided for by current regulations.

The summary report on voting will be made available on the Company's website pursuant to art. 125-quater of the Consolidated Law on Finance within five days from the date of the Meeting.

***

The Financial Reporting Manager, Massimiliano Moi, declares - pursuant to Article 154-bis of the Consolidated Law on Finance - that the accounting information contained in this statement corresponds to the documented results and to the accounting books and records.

Media Relations Contacts

Technogym Investor Relations – Enrico Filippi investor_relations@technogym.com +39 0547 650111

Technogym Press Office - Enrico Manaresi emanaresi@technogym.com +39 0547 65011

Notes to the press release

Technogym

Technogym is a world leading brand in products and digital technologies for fitness, sport and health for wellness. Technogym offers a complete ecosystem of connected smart equipment, digital services, on-demand training experiences and apps that allow every single end-user to access a completely personalized training experience anytime and anywhere: at home, at the gym, on-the-go. Over 55 million people train with Technogym in 85,000 wellness centres and 400,000 private homes worldwide. Technogym has been Official Supplier to the last eight Olympic Games and it's the brand of reference for sport champions and celebrities all over the world.

Forward looking statements

Certain statements in this press release could constitute forward-looking statements, including references that do not exclusively relate to historical data or current events, and as such, uncertain. These statements are based on a number of assumptions, expectations and other factors that could lead to actual results which differ, even substantially, from those forecast. There are numerous factors that could generate results and trends that are notably different from the forward looking information in this press release. These elements include but are not limited to the ability to manage the effects of the current uncertain international economic scenario, ability to acquire new assets and integrate them effectively, ability to forecast future economic conditions and changes in consumer preferences, ability to successfully introduce and market new products, ability to maintain an efficient distribution system, ability to achieve and manage growth, ability to negotiate and maintain favorable license agreements, currency fluctuations, changes in local conditions, ability to protect intellectual property, problems with information systems, risks associated with inventory, credit and insurance risks, changes in tax regulations, and likewise other political, economic, legal and technological factors and other risks and uncertainties. These forwardlooking statements were issued as of today's date and we shall not be under any obligation to provide any updates and they are not a reliable indication of future performance. Alternative performance indicators This press release provides a number of alternative performance indicators used by management to allow an improved assessment of the business performance and the financial performance and position of the Group. These indicators are not recognized as accounting measures in the context of IFRS and should therefore not be considered as an alternative way to assess the financial performance of the Group and its financial position. Since the calculation of these measures is not governed by the applicable accounting standards, the calculation methods applied by the Company may not be the same as those used by others and therefore these indicators may not be comparable. Therefore, investors should not place undue reliance on this data or information. This press release also contains certain financial, operating and other indicators that have been adjusted to reflect non-recurring extraordinary events and transactions, known as special items. This 'adjusted' information was included to allow better comparison of the financial information for all periods; however this information is not recognized as economic or financial data within the scope of the IFRS and/or does not constitute an indication of the historical performance of the Company or Group. Therefore, investors should not place undue reliance on this data or information.