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Technogym AGM Information 2023

Apr 5, 2023

4494_egm_2023-04-05_8119df89-05e8-4441-a613-1bb1797cd2d5.pdf

AGM Information

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Informazione
Regolamentata n.
1845-8-2023
Data/Ora Ricezione
05 Aprile 2023 09:06:36
Euronext Milan
Societa' : TECHNOGYM
Identificativo
Informazione
Regolamentata
: 174764
Nome utilizzatore : TECHNOGYMN02 - Filippi
Tipologia : 1.1; 3.1
Data/Ora Ricezione : 05 Aprile 2023 09:06:36
Data/Ora Inizio
Diffusione presunta
: 05 Aprile 2023 09:06:37
Oggetto : Publication of notice of call and
Meeting dated May 5, 2023
documentation relating to the Shareholders'
Testo del comunicato

Vedi allegato.

REGISTERED OFFICE IN CESENA, VIA CALCINARO, 2861 SHARE CAPITAL EURO 10,066,375.00 FULLY SUBSCRIBED AND PAID REGISTRATION WITH THE FORLÌ-CESENA COMPANIES' REGISTER NO. 315187 - TAX CODE 06250230965

Publication of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting of Technogym S.p.A. of May 5, 2023 and relevant documentation

Cesena (Italy), April 5, 2023 – It is hereby notified that, on today's date, the extract of the notice of call of the Ordinary and Extraordinary Shareholders' Meeting of Technogym S.p.A. called for May 5, 2023, in single call, was published in the daily newspaper "Il Sole 24 Ore", pursuant to art. 125-bis, paragraph 1, of Italian Legislative Decree no. 58 of February 24, 1998.

The full text of the call notice is available on the Company's website at the address https://corporate.technogym.com/en/governance/shareholders-meetings and at the authorized storage mechanism called "eMarket STORAGE", available at .

It should also be noted that, on today's date, the following documents are available to the public at the Company's registered office (via Calcinaro, 2861, Cesena), on the Company's website at the following address https://corporate.technogym.com/en/governance/shareholders-meetings and at the authorized storage mechanism called "eMarket STORAGE", available at :

  • (i) the Directors' Report on item 1) of the Agenda of the Ordinary Shareholders' Meeting ("Approval of the Financial Statements as at 31 December 2022, accompanied by the Board of Directors' Report on operations, the Board of Statutory Auditors' Report and the Independent Auditors' Report. Presentation of the Consolidated Financial Statements as at 31 December 2022 and the consolidated nonfinancial statement drafted pursuant to Italian Legislative Decree 254/2016");
  • (ii) the Directors' Report on item 2) of the Agenda of the Ordinary Shareholders' Meeting ("Allocation of the profit for the year and proposal for dividend distribution. Ensuing resolutions");
  • (iii) the Director's Report on item 3) of the Agenda of the Ordinary Shareholders' Meeting ("Report on the remuneration policy and compensations paid: 3.1 approval of the first section of the report, pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Italian Legislative Decree No. 58 of 24 February 1998; 3.2 resolutions concerning the second section of the report, pursuant to Art. 123-ter, paragraph 6 of Italian Legislative Decree No. 58 of 24 February 1998");
  • (iv) the Directors' Report on item 4) of the Agenda of the Ordinary Shareholders' Meeting ("Integration, at the justified proposal of the Board of Statutory Auditors, of the fees of the independent auditors PricewaterhouseCoopers S.p.A. for the assignment of statutory audit of the accounts for the period 2022-2024. Pertinent and ensuing resolutions"), together with the reasoned proposal of the Board of Statutory Auditors;
  • (v) the Directors' Report on item 5) of the Agenda of the Ordinary Shareholders' Meeting ("Proposal for the approval of a plan for the bonus issue of rights to receive ordinary shares of the Company, named "2023- 2025 Performance Shares Plan");

  • (vi) The Directors' Report on item 6) of the Agenda of the Ordinary Shareholders' Meeting ("Proposal for authorisation to purchase and dispose of treasury shares, upon revocation of the authorisation issued by the Shareholders' Meeting of 4 May 2022 for the non-executed portion. Ensuing resolutions");

  • (vii) the Directors' Report on the sole item of the Agenda of the Extraordinary Shareholders' Meeting ("Proposal for granting the power to the Board of Directors, pursuant to Art. 2443 of the Italian Civil Code, for a period of five years from the resolution date, for a free and divisible increase of the share capital, also in multiple tranches, pursuant to Art. 2349 of the Italian Civil Code, through the issue of a maximum number of 700,000 ordinary shares, for a maximum amount of Euro 35,000, with an issuing value equal to the accounting par value of the shares at the execution date, to be fully allocated to the capital and assigned to the employees of Technogym S.p.A. and of its subsidiaries who are the beneficiaries of the plan for a free assignment of the rights to receive ordinary shares of the Company, called "2023-2025 Performance Shares Plan". Ensuing amendments to Art. 6 of the Articles of Association in force");
  • (viii) the information document prepared pursuant to art. 84-bis of the Scheme 7 of attachment 3A of the Regulation adopted by CONSOB by resolution no. 11971 of May 14, 1999 and subsequent amendments and integrations, relating to "2023-2025 Performance Shares Plan");

The information on the amount of share capital and the proxy forms pursuant to articles 135-undecies and 135-novies of Italian Legislative Decree no. 58 of February 24, 1998 are also available on the Company's website at the address https://corporate.technogym.com/en/governance/shareholders-meetings.

The additional documents related to the Shareholders' Meeting will be made available to the public according to the methods and terms set forth in the applicable legislation.

Media Relations Contacts

Technogym Investor Relations – Enrico Filippi, Michele Bertacco [email protected] +39 0547 650111

Technogym Press Office – Enrico Manaresi [email protected] +39 0547 650111