Tesmec S p A : Minutes of Shareholders Meeting April 20, 2023

REP. NO. 48510

FILE NO. 14330

MINUTES OF THE SHAREHOLDERS' MEETING

ITALIAN REPUBLIC

On the twenty-seventh day of April, in the year two thousand and twenty-three.

27 April 2023

In Milan, Piazza della Repubblica no. 28.

I, the undersigned, ANNA PELLEGRINO, Notary Public residing in Milan, registered at the Notary Board of Milan, proceeded to the drafting and signing of the minutes of the shareholders' meeting of the company:

"TESMEC SPA" with registered office in Milan, Piazza Sant'Ambrogio no. 16, and share capital of Euro 15,702,162.00, Tax Code and registration number in the Milan-Monza-Brianza- Lodi Register of Companies 10227100152, Economic and Administrative Index no. 1360673, held with my attendance on 20 April 2023 in Milan, Piazza della Repubblica no. 28.

These minutes were drawn up at the request of the company itself and, on its behalf, by the Chairman of the Board of Directors within the time required for the timely fulfilment of the compulsory filing and publication in pursuant to Article 2375 of the Italian Civil Code.

The shareholders' meeting was held as follows:

"On the twentieth day of April in the year two thousand and twenty-threeat 10.35 a.m. (ten thirty-five)

20 April 2023

In Grassobbio, Via Zanica no. 17/O, the works began of the shareholders' meeting in single call of the company "TESMEC SPA" with registered office in Milan, Piazza Sant'Ambrogio no. 16, and share capital of Euro 15,702,162.00, Tax Code and registration number in the Milan-Monza-Brianza-Lodi Register of Companies 10227100152, Economic and Administrative Index no. 1360673.

Mr CACCIA DOMINIONI AMBROGIO, born in Morbegno on 27 August 1946, domiciled for the office in Milan, Piazza Sant'Ambrogio no. 16, in his capacity as Chairman of the Board of Directors, took the chair of the ordinary and extraordinary Shareholders' Meeting of Tesmec S.p.A. (hereinafter "Tesmec" or the "Company") pursuant to Article 10 of the Articles of Association.

The Chairman, pursuant to Article 10 of the Articles of Association, appoints Ms. Anna Pellegrino, who is present at the venue where the shareholders' meeting has been called, as secretary to the shareholders' meeting, with the task of drawing up the minutes of the ordinary Shareholders' Meeting, even not simultaneously, pursuant to Article 2375, paragraph three, of the Italian Civil Code and pursuant to Article 106, paragraph two, phrase two, of Italian Decree Law no. 18 of 17 March 2020, last extended by Decree Law 29 December 2022 n. 198, converted with amendments in Law n. 14 of 24 February 2023, and with the

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Recorded in Milan DP I on 2 May 2023

at no. 31625 series 1T

Euro 356.00 collected of which Euro 156.00 for stamp duty

agreement of the Shareholders' Meeting, also invited the Notary Public to act as Secretary for this Shareholders' Meeting.The Chairman then invited the Secretary to provide, on his behalf, the preliminary information and the procedural measures of the meeting's work.

The Secretary, after the nomination, made those present aware that the agenda of the Shareholders' Meeting was the following:

1. Approval of the financial statements as at 31 December

2022 and presentation of the Tesmec Group's consolidated financial statements and relevant reports, including the consolidated non-financial statement; allocation of result for the period; related and consequent resolutions.

1. Approval of the financial statements as at 31 December 2022 and the Board of Directors' Report on operations.
2. Allocation of profit or loss for the period.

2. Resolutions related to the report on the remuneration policy and remuneration paid pursuant to Article 123-ter of Italian Legislative Decree no. 58/1998 and Article 84-quarter of the Consob Regulation no. 11971/1999; related and consequent resolutions.

1. Binding vote on the remuneration policy relating to 2023 illustrated in the first section of the report.
2. Consultation on the second section of the report regarding the fees paid in 2022 or relating to them.

3. Authorisation to purchase and dispose of treasury shares, subject to the withdrawal of the previous authorisation resolved by the ordinary Shareholder's Meeting on 22 April 2021; related and consequent resolutions.

The Secretary, first of all, informed that:

• the Company had decided to avail itself of the right established by the Italian Legislative Decree no. 18 of 17 March
  2020, containing "Measures to strengthen the National Health
  Service and economic support for families, workers and businesses related to the COVID-19 epidemiological emergency", last extended by Decree Law 29 December 2022 n. 198 converted with amendments in Law n. 14 of 24 February 2023, to envisage in the notice of call, published on 16 March 2023, that attendance at the Shareholders' Meeting shall take place exclusively through the appointed representative referred to in Article 135-undecies of the Italian Legislative Decree no.
  58/98 (the "Consolidated Law on Finance"), excluding access to the meeting premises of the Shareholders or their representatives other than the appointed representative mentioned above;
• consequently, the Company appointed Computershare S.p.A.
• with registered office in Via Lorenzo Mascheroni no. 19, 20145
  - Milan (MI) - to represent the Shareholders pursuant to Article 135-undecies of the Consolidated Law on Finance and the provisions of applicable law (the "Appointed Representative");

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• as authorised by provisions of applicable law, in the notice of call envisaged that the Appointed Representative, making an exception to Article 135-undecies, paragraph 4, of the Consolidated Law on Finance, could also be granted proxies or ordinary sub-delegations pursuant to 135-novies of the Consolidated Law on Finance;
• the forms for granting the proxies and voting instructions to the Appointed Representative were made available by the Company in the manner and within the terms required by law;
• no procedures for postal votes or by electronic means were envisaged;
• in the notice of call of this Shareholders' Meeting, also envisaged that the directors, statutory auditors, representatives of the independent auditors, the Notary Public, the Appointed Representative and the other persons allowed to attend the Shareholders' Meeting in accordance with the law and the Articles of Association, other than those with the right to vote, may attend the Shareholders' Meeting also, or exclusively, by means of remote connection systems that ensure the identification of the participants and their attendance, in compliance with the provisions in force and applicable, in the manner made known by the Company to the persons mentioned above.
  The Secretary then stated that the Appointed Representative of Computershare S.p.A. was taking part in the Shareholders' Meeting by audio connection through telecommunication means that guaranteed identification and participation, in the person of Ms. Francesca Vittone.
  The Secretary recalled that Computershare S.p.A., in itscapacity as Appointed Representative, announced that it does not fall within any of the conditions of conflict of interest indicated by Article 135-deciesof the Consolidated Law on Finance.
  However, in the event unknown circumstances or in the case of amendment or supplement to the proposals submitted to the Shareholders' Meeting, Computershare S.p.A. expressly stated that it does not intend to cast a vote other than that indicated in the voting instructions granted by the delegating parties.Pursuant to paragraph 3 of the aforementioned Article 135- undecies of the Consolidated Law on Finance, the shares for which the proxy was granted, partial or otherwise, to the Appointed Representative, will be calculated for the regular forming of the Shareholders' Meeting, while the shares for which no voting instructions were issued regarding the proposals on the agenda will not be included for the purposes of calculating the majority and the shareholding required for the approval of the related resolutions.
  With regard to the voting procedure, in consideration of themanner in which this Shareholders' Meeting was held, the vote on the individual items on the agenda, including abstentions

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and those against, will be expressed by roll call of the Appointed Representative.

All this being stated, the Secretary, on behalf of the Chairman, invited the Appointed Representative to acknowledge the proxies received.

The Appointed Representative then took the floor and declared:

• those 19 sub-proxies had been received from those entitled pursuant to Articles 135-novies and 135-undecies of the Consolidated Law on Finance for 303,673,028 shares overall, accounting for approximately 50.073035% of the company's share capital;
• for the purpose of calculating the majority and the shareholding required for the approval of the draft resolutions, he was in possession of voting instructions for all the shares for which the proxy had been granted.
  The Secretary then spoke and, with relation to verifying that the Shareholders' Meeting had been properly convened, and to the entitlement of the shareholders, in the name and on behalf of the Chairman, noted that:
• the entitlement of the Shareholders represented by the Appointed Representative to attend the meeting had been ascertained, as well as the compliance of the proxies to the Appointed Representative to the current provisions of the law and of the Articles of Association, submitted by the same and which were filed in the company records;
• based on the prior submission of the specific communications made to the Company by the intermediaries to enable the entitled parties to attend this Shareholders'
  Meeting, as also envisaged in the notice of call published on 16 March 2023, in accordance with the procedures and the terms set forth in the provisions of the law of in force, at 10.35 a.m. (ten thirty-five), by proxy to the Appointed Representative, 19 entitled parties representing 303,673,028 ordinary shares, corresponding to approximately 50.0730035% of the Company's share capital, were in attendance at the Shareholders' Meeting.
• in addition to the Appointed Representative, the following were taking part in the Shareholders' Meeting in presence and by audio connection through telecommunication means that guaranteed identification and participation, as permitted by the measures referred to above and the notice of call:

1. for the Board of Directors, in addition to the Chairman, the Directors: Bolelli Gianluca, Caccia Dominioni Caterina, andconnected by teleconference Basso Petrino Emanuela Teresa, Iorio Nicola, Marti Antongiulio, Durante Paola, Traversa Guido Luigi and Caccia Dominioni Lucia;
2. for the Board of Statutory Auditors, are present theChairman Cavalli Simone and the Statutory Auditors Marcozzi Attilio Massimo Franco and Braga Laura.

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Given the above, the Secretary noted that this meeting was to take place also by telecommunication means and that the audio connection established was clear for all attendees and that there was no interference.

Taking the floor, the Chairman stated that:

1. he was able to ascertain the identity and entitlement of the attendees and to regulate meeting proceedings, as well as ascertain and announce the results of the votes;
2. he was able to interact with the recording person;
3. that the attendees were able to participate in the discussions, interacting adequately with each other, with the Chairman and the Notary Public, as well as to vote simultaneously on the items on the agenda, as confirmed by the participants.
   In this regard, he declared and certified that he had successfully ascertained the identity and entitlement to attend this Shareholders' Meeting of the participants connected by audio in the manner indicated above.
   The Secretary then spoke and, in the name and on behalf of the Chairman, also noted that:
   - the Shareholders' Meeting had been properly convened by a notice published on 16 March 2023 on the Company's website and by the other means envisaged by the regulations in force;
   - no request had been received from entitled parties to add additional items to the agenda, nor draft resolutions on items already on the agenda, pursuant to Article 126-bis of the Consolidated Law on Finance;
   - with regard to the Shareholders' Meeting, proxies have not been solicited, pursuant to Article 136 et sequitur of the Consolidated Law on Finance;
   - the share capital subscribed and paid-up to date was Euro 15,702,162.00, divided in 606,460,200 ordinary shares without nominal value and the shares of the Company were admitted to trading on Euronext Milan Stock Market, STAR Segment, organised and managed by Borsa Italiana S.p.A.;
   - Tesmec held 4,711,879 treasury shares, accounting for 0.777% of the Company's share capital;
   - the Company did not issue shares with special rights;
   - the Company qualified as SME pursuant to with Article 1, paragraph 1, letter w-quarter 1), of the Consolidated Law on Finance. Therefore, the relevant reporting threshold of significant equity investments pursuant to Article 120, paragraph 2, of the Consolidated Law on Finance, was equal to 5%, rather than 3%;
   - given that, the Shareholders that held, directly or indirectly, more than 5% of the share capital subscribed and represented by shares with voting rights were as follows, based on the entries in the shareholders' register, communications made pursuant to Article 120 of the Consolidated Law on Finance, and other available information:

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