Technoprobe — Proxy Solicitation & Information Statement 2024

Nov 19, 2024

Technoprobe S.p.A.

Registered Office Via Cavalieri di Vittorio Veneto no. 2 – 23870

Cernusco Lombardone (LC)

Share Capital Euro 6,532,608.70 fully paid-in

Fiscal Code and VAT Number no. 02272540135

NOTICE OF CALL FOR ORDINARY SHAREHOLDERS' MEETING

Shareholders entitled to attend and vote are called to an ordinary Shareholders' Meeting to be held at 10:00 a.m. on 20 December 2024, in a single call, to discuss and resolve on the following

AGENDA

1. Assignment of the office for the attestation of conformity of the consolidated sustainability report pursuant to Legislative Decree n. 125/2024 for the years 2024/2026. Related and consequent resolutions.

2. Appointment of a director following resignation and subsequent co-optation pursuant to article 2386 of the Civil Code and the Articles of Association. Related and consequent resolutions. * * *

PROCEDURE FOR CONDUCTING THE SHAREHOLDERS' MEETING

In accordance with the provisions of art. 2370, paragraph 4, of the Civil Code and article 16, paragraph 3, of the Company's ByLaws, persons entitled under law to participate in the Shareholders' Meeting (e.g., the members of the corporate bodies, the designated representative, the representatives of the auditing company and the secretary of the meeting) may intervene exclusively by means of telecommunication that guarantee their identification; in any event, it is not necessary for the Chairman of the meeting and the person responsible for recording to be at the same place.

The instructions for participation in the Shareholders' Meeting will be made known by the Company to the aforementioned parties.

Moreover, pursuant to art. 135-undecies.1 of the Legislative Decree No. 58/1998 and in accordance with what is allowed by art. 16, last paragraph of the company's ByLaws, the intervention of those entitled to vote in the Shareholders' Meeting may be made exclusively through the representative designated pursuant to article 135-undecies of the Legislative Decree no. 58/98 and s.m.i. (the "Italian Consolidate Law on Finance"), that is to say through Monte Titoli S.p.A. with registered office in Milan, Piazza degli Affari 6 (the "Designated Representative"), in accordance with the legal provisions and current regulations, as further specified below.

Any changes and/or additions to the information in this notice of call will be made available in a timely manner through the Company's website and by the other means allowed by law.

SHARE CAPITAL INFORMATION AT THE DATE OF THE NOTICE OF CALL

The share capital subscribed and paid-in is equal to Euro 6,532,608.70 and it is divided into no. 653,260,870 ordinary shares without a nominal value, of which no. 215,576,087 with one vote right per each and no. 437,684,783 have obtained the increase of the voting rights pursuant to art. 7 of

Company's ByLaws, and, therefore, with two vote rights per each. At the date of the present notice of call, the total number of voting rights is equal to no. 1,090,945,653. The Company holds no. 6,532,608 of treasury shares.

ENTITLEMENT TO INTERVENE AND EXERCISE OF VOTING RIGHTS

In accordance with Article 83-sexies of the Italian Consolidated Law on Finance and Article 16 of the Company's ByLaws, the right to attend the Shareholders' Meeting and to exercise the voting rights – which may be exercised exclusively through the Appointed Representative – is subject to the receipt by the Company, of the communication issued by an authorised intermediary under the law in force, to be requested by each person entitled, attesting the ownership of the Shares on the basis of the evidence of its accounting records relating to the end of the accounting day of the seventh open market day preceding the date of the Shareholders' Meeting (i.e. December 11, 2024, so called record date). The crediting and debiting records made on the accounts after that date are not relevant for the purposes of entitlement to vote in the Shareholders' Meeting. Therefore, those who will be holders of the shares only after the record date will not have the right to attend and vote in the Shareholders' Meeting.

The intermediary's statement must be received by the Company within the end of the third trading day prior to the date of the Shareholders' Meeting and, therefore, within December 17, 2024. However, shareholders will be entitled to attend and vote if the Company receives the statements after that date but before the meeting is called to order.

There are no procedures for voting by post or by electronic means.

ATTENDANCE AT THE SHAREHOLDERS' MEETING BY GRANTING A PROXY TO THE APPOINTED REPRESENTATIVE

In accordance with art. 135-undecies.1 of the Italian Consolidate Law on Finance and art. 16, last paragraph, of the Company's Bylaws, the intervention in the Assembly of those who are entitled to vote is allowed exclusively through the Appointed Representative. The proxy can be conferred, at no cost to the delegate (except for any shipping costs), with voting instructions on all or some of the proposals on the agenda.

The proxy must be granted with using the specific proxy form available, and the instructions for completing and sending it, on the Company's website at the address https://www.technoprobe.com/company/governance/shareholders-meetings.

Technoprobe S.p.A. - VAT No. and Tax Code 02272540135 - Share Capital € 6,532,608.70 - Economic and Administrative Index no. 283619 All rights reserved. The COPYRIGHT of this document is property of TECHNOPROBE S.p.A. No part of this document may be copied, reprinted or reproduced in any material form, whether wholly or in part, without a written consent. The contents or methods or techniques contained herein are CONFIDENTIAL, therefore must not be disclosed to any other person or company or entity. The proxy with the voting instructions must be received by the Appointed Representative, together with a copy of a currently valid identity document of the Delegating Shareholder or, if the Delegating Shareholder is a legal person, of the legal representative pro tempore or other person with appropriate powers, together with documentation attesting such person's title and powers, within the end of the second trading day prior to the date of the Shareholders' Meeting (i.e., within December 18, 2024), through one of the following methods: (i) transmission of an electronically reproduced copy (PDF) to the certified e-mail address RD@pec.euronext.com (subject "Delega Assemblea Technoprobe December 2024") from the person's own certified e-mail address (or, failing that, from the person's ordinary e-mail address, in which case the proxy with the voting instructions must be signed with a qualified electronic or ature); or (ii) transmission of the original, by courier or registered mail with acknowledgement of receipt, to the address Monte Titoli S.p.A. – c.a. Ufficio Register & AGM Services, Piazza degli Affari no. 6, 20123, Milan (Ref. "Delega Assemblea Technoprobe December 2024") and sending an electronically reproduced copy (PDF) in advance by ordinary e-mail to RD@pec.euronext.com (subject "Delega Assemblea Technoprobe December

2024"). The proxy and voting instructions may be revoked before the end of the second trading day preceding the date set for the Shareholders' Meeting (i.e., within December 18, 2024) in the manner set out above.

Shares for which a proxy has been given in whole or in part are calculated for the purposes of determining whether the Shareholders' Meeting was duly called and a meeting quorum is present. The proxy will have no effect for agenda items for which no voting instructions were given.

As provided for by art. 135-undecies.1 of the Italian Consolidate Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the Italian Consolidate Law on Finance, those who do not intend to use the procedure provided for in art. 135-undecies of the Italian Consolidate Law on Finance, may, alternatively, attending granting to the same Designated Representative with a proxy or subproxy pursuant to Article 135-novies of the Italian Consolidated Law on Finance, which must contain voting instructions on all or some of the proposals on the agenda, by using the proxy/sub-proxy form available on the Company's website at www.technoprobe.com.

Those proxies and sub-proxies must be sent in the manner indicated above and on the proxy form. The proxy must be received by 6:00 p.m. on the day before the Shareholders' Meeting (and in any case before the meeting is called to order). The proxy and voting instructions may be revoked in the manner indicated above before that deadline.

For clarifications on granting the proxy to the Appointed Representative (and specifically on completing the proxy form and the voting instructions and their transmission), Monte Titoli may be contacted by e-mail at RegisterServices@euronext.com or at the following telephone numbers (+39) 02.33635810 (9:00 a.m. to 5:00 p.m. on business days).

ADDITION OF THE AGENDA AND PRESENTATION OF NEW PROPOSALS FOR RESOLUTIONS PURSUANT TO ART. 126BIS, PARAGRAPH 1, FIRST SENTENCE, OF THE ITALIAN CONSOLIDATED LAW ON FINANCE

Pursuant to Article 126-bis of the Italian Consolidated Law on Finance and to Article 12 of the Articles of Association, shareholders who individually or jointly hold at least 2.5% of the share capital may, within ten days of the publication of this notice of call (i.e., within November 29, 2024), requests that items be added to the agenda, submitting in the application the new proposed items, or submit proposals for deliberations on the matter already provided in the agenda by this notice of call.

The shareholders, in favour of which the Company has received a specific communication made, pursuant to Article 83-sexsies, paragraph 1, of Italian Consolidated Law on Finance by an authorized intermediary in accordance with current legislation, are entitled to request the addition of the agenda.

Within the aforementioned ten-day period, the proposing shareholders must submit a report setting out the reasons for the proposed deliberations on the new subjects which they propose to deal with or the reasons for the further proposals for deliberations on the matter already on the agenda. The addition of the agenda is not allowed for matters on which the Shareholders' Meeting deliberates, in accordance with law, on a proposal from the directors or on the basis of a draft or report prepared by them, other than those indicated in Article 125-ter, paragraph 1, of Italian Consolidated Law on Finance.

Requests for additional items or further proposal for new resolutions on the items of the agenda must be sent to the Company in writing, accompanied by information that identifies the shareholders submitting the request, indicating the total percentage of shares held and a reference to the statement that the intermediary sent to the Company in accordance with law, by registered letter to the Company's registered office, Via Cavalieri di Vittorio Veneto 2 – 23870 Cernusco Lombardone

(Lecco), to the attention of Chairman of the Board of Directors, or electronically by sending it to the following certified e-mail address: technoprobespa@promopec.it.

Any additions to the agenda or the possible submission of further proposals for resolutions will be announces by the Company, in the same manner as this notice, at least fifteen days before the Shareholders' Meeting (i.e. December 9, 2024). At the same time, the reports of the requesting or proposing shareholders, accompanied by any evaluations of the Board of Directors, will also be made available to the public at the registered office and on the Company's website https://www.technoprobe.com/company/governance/shareholders-meetings and at the storage mechanism called "eMarketSTORAGE" ().

PRESENTATION OF NEW PROPOSALS FOR RESOLUTIONS PURSUANT TO ART. 126-BIS, PARAGRAPH 1, PENULTIMATE SENTENCE, AND ARTICLE 135-UNDECIES.1 OF THE ITALIAN CONSOLIDATED LAW ON FINANCE

Since the participation of the Shareholders in the Shareholders' Meeting takes place exclusively through the Representative Designated pursuant to article 135-undecies of the Italian Consolidate Law on Finance and article 16 of the Company's ByLaws and, therefore, without physical participation by the shareholders, those entitled to vote may submit proposals for resolutions to the Company on matters on the agenda of the Shareholders' Meeting - pursuant to art. 126-bis, paragraph 1, penultimate period, of the Italian Consolidate Law on Finance and art. 135-undecies.1, paragraph 2 of the Italian Consolidate Law on Finance - by the fifteenth day prior to the Assembly and then by December 5, 2024.

The submission of new proposals for resolutions on matters on the agenda, together with the appropriate documentation to prove ownership of the participation, must be submitted in writing, indicating as a reference "Proposals for resolutions pursuant to art. 126-bis, paragraph 1, penultimate period, and to art. 135-undecies.1 comma 2 of the ITALIAN CONSOLIDATE LAW ON FINANCE", by registered letter at the registered office of the Company, Via Cavalieri di Vittorio Veneto n. 2 – 23870 Cernusco Lombardone (Lecco), to the attention of the Chairman of the Board of Directors, or electronically, by sending to the following certified e-mail address technoprobespa@promopec.it.

The aforesaid proposals, formulated in a clear and complete manner, must indicate the item on the agenda of the Shareholders' Meeting to which they relate and the text of the proposed resolution. The proposal for resolutions received by the Company within the terms and conditions described above will be published on the Company's website at www.technoprobe.com within December 7, 2024 so that the holders of the right to vote can view them at the purpose of delegation and/or subdelegation, with related voting instructions, to the Appointed Representative.

For the purposes of the foregoing, and in relation to the course of the Shareholders' Meeting, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and their compliance with the applicable legislation, and the legitimisation of applicants.

In the case of proposals for resolutions on items on the agenda other than those proposed by the Board of Directors, the Board of Directors' proposal will be put to the vote first (unless it is withdrawn) and, only if the proposal is rejected, the shareholders' proposals will be put to the vote. These proposals, even in the absence of a Board of Directors proposal, will be submitted to the Shareholders' Meeting starting from the proposal submitted by the shareholders representing the

highest percentage of the share capital. Only if the proposal put to the vote is rejected, will the next proposal be put to the vote in the order of the capital represented.

RIGHT TO ASK QUESTION

Pursuant to Article 135-undecies.1, paragraph 3 of the Italian Consolidate Law on Finance, the right to ask questions is exercised only before the Shareholders' Meeeting.

Pursuant to art. 127-ter of the Italian Consolidate Law on Finance and pursuant to art. 135 undecies.1, paragraph 3, of the Italian Consolidate Law on Finance, those to whom the right to vote belongs, in favor of which has been received by the Company appropriate communication ex art. 83-sexies, paragraph 1, of the Italian Consolidate Law on Finance carried out by an authorised intermediary under the current legislation, may ask questions on matters on the agenda before the Shareholders' Meeting.

Applications must be submitted to the Company in writing, no later than the seventh open market day preceding the date fixed for the Shareholders' Meeting (i.e. within December 11, 2024) together with information relating to the identity of the members who submitted them, by registered letter to the Company's registered office, via Cavalieri di Vittorio Veneto n. 2 – 23870 Cernusco Lombardone (LC), to the attention of the Chairman of the Board of Directors, or electronically, by sending to the following certified e-mail address technoprobespa@promopec.it. Entitlement to vote may also be certified after the applications have been submitted, but providing that within the third day following the seventh open market day preceding the Shareholders' Meeting (i.e. within December 14, 2024).

The Company may give a single response to questions on the same topic.

Questions received before the Shareholders' Meeting within the above mentioned deadline, after having verified their relevance and the legitimacy of the applicant, will be answered at least three days before the Shareholders' Meeting, that is by December 17, 2024, by publication on the Company's website at the address https://www.technoprobe.com/investors/governance/shareholders-meetings.

DOCUMENTATION

The documentation relating to the Shareholders' Meeting, including the illustrative reports on the topics on the agenda with the full text of the draft resolutions and the proxy forms, will be made available to the public in the manner and within the terms of the law, with the right of members and those entitled to vote to obtain a copy.

This documentation will be available at the Company's registered office, Via Cavalieri di Vittorio Veneto n. 2 - 23870 Cernusco Lombardone (LC), as well as on the Company's website at https://www.technoprobe.com/company/governance/shareholders-meetings and the authorised storage mechanism called "eMarketSTORAGE" ().

Cernusco Lombardone (LC), 19 November 2024

For the Board of Directors The Chairman Cristiano Alessandro Crippa