Full Press Release Details
Published on August 24, 2023
to the Extraordinary General Meeting
Shareholders of Stevanato Group S.p.A. ( Stevanato or the Company ) are invited to attend the
extraordinary shareholders meeting (the Shareholders Meeting ) which will be held in compliance with Articles 10 and 11 of the Company s bylaws (the Bylaws ) solely via
teleconference, on October 4, 2023 at 4:00 p.m. CEST (10:00 a.m. EDT) , on single call, to discuss and resolve on the following
I. Right to attend and vote at the Shareholders Meeting
Pursuant to Article 2355 of the Italian Civil Code and Articles 7.1, 7.6 and 11 of the Bylaws, the right to attend and/or vote at the
Shareholders Meeting is regulated as follows:
For the sake of clarity, persons being registered on both the Company s US
Shareholders Register and the Company s Shareholders Book (Libro Soci) as holders of ordinary shares, or persons acquiring the beneficial ownership of the ordinary shares, after the Record Date shall not be entitled to attend
and vote at the Shareholders Meeting.
Persons being registered on both the Company s US Shareholders Register and the
Company s Shareholders Book (Libro Soci) after the Record Date but prior to the opening of the Shareholders Meeting shall be regarded, respectively, as absent from the Shareholders Meeting and not voting in favor of the
resolutions approved by the shareholders at the Shareholders Meeting for the purpose of challenging such resolutions pursuant to Article 2377 of the Italian Civil Code. However, Beneficial Shareholders being such on the Record Date and
obtaining registration on both the Company s US Shareholders Register and the Company s Shareholders Book (Libro Soci) prior to the Shareholders Meeting date shall be entitled to challenge the resolutions approved
by the Shareholders Meeting pursuant to Article 2377 of the Italian Civil Code subject to providing proof not to have voted in favor of the relevant resolutions as Beneficial Shareholders.
II. Modalities of attendance and voting at the Shareholders Meeting
II.1 Class A Shareholders and Registered Shareholders
Class A Shareholders and Registered Shareholders have the right to attend and vote at the Shareholders Meeting either in person,
via teleconference, or by a representative appointed, according to the provisions of Article 2372 of the Italian Civil Code, by means of a proxy granted in writing or through a document electronically signed pursuant to Italian Legislative
Decree no. 82 of March 7, 2005 (such representative, the Proxy ).
Computershare IT is available to serve as Proxy
for Class A Shareholders and Registered Shareholders and vote at the Shareholders Meeting on their behalf, in relation to the item on the agenda, according to the instructions received, at no costs or expenses for Class A
Shareholders and Registered Shareholders.
Without prejudice to the shareholders rights set forth by the applicable law,
Class A Shareholders and Registered Shareholders are requested to inform the Company in advance of their intention to attend personally (or, if legal entities, by the legal representative or other attorney) the Shareholders Meeting
via teleconference, to appoint a Proxy, or to give voting instructions to Computershare IT.
To this end, the holders of
Class A shares as of the Record Date and Registered Shareholders will receive, respectively, from the Company or the Transfer Agent and Registrar Computershare Inc. ( Computershare US ), at the address resulting from the
Shareholders Book (Libro Soci), (i) this notice, (ii) a form to be completed by the Class A Shareholders and Registered Shareholders intending to attend personally (or, if legal entities, by the legal representative or other
attorney) the Shareholders Meeting to provide the participants relevant personal information (the Participant Information Form ), and (iii) a form to be completed by the Class A Shareholders and Registered
Shareholders in order to appoint Computershare IT or another Proxy to attend and vote at the Shareholders Meeting on their behalf and provide it with voting instructions on the item on the agenda (the Proxy Card ).
Instructions for completing and returning, as applicable, the Participant Information Form or the Proxy Card to the Company or Computershare US and joining the Shareholders Meeting via teleconference shall be included therein.
Class A Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required
attachments, to the Company (or, in case Computershare IT is appointed as Proxy, to Computershare IT) preferably by September 29, 2023, at 4:30 p.m. EDT (10:30 p.m. CEST).
Registered Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required
attachments, to Computershare US by September 29, 2023, at 4:30 p.m. EDT (10:30 p.m. CEST).
Stevanato will provide Class A Shareholders and Registered Shareholders or Proxies
attending personally the Shareholders Meeting with the teleconference access link no later than October 3, 2023, at 4:00 p.m. EDT (10:00 p.m. CEST), by notice sent to the e-mail
address included to this purpose in the Participant Information Form or in the Proxy Card submitted by each Class A Shareholder and Registered Shareholder.
In order to be admitted to attend the Shareholders Meeting, if so requested by the Chairman of the Shareholders Meeting,
Class A Shareholders, Registered Shareholders and Proxies shall identify themselves by presenting an identity document. Proxies shall also present, if so requested by the Chairman of the Shareholders Meeting, a copy of the Proxy Card or
other proxy issued by the relevant Class A Shareholders and Registered Shareholders.
II.2 Beneficial Shareholders
Beneficial Shareholders have the right to give voting instructions to Computershare IT, in its capacity as substitute proxy specifically
appointed by the Holder of Record, in relation to the item on the agenda of the Shareholders Meeting, at no costs or expenses for them.
To this end, Beneficial Shareholders shall receive by the respective brokers/intermediaries or by the voting service providers appointed by
the latter the form to be used to provide Computershare IT with voting instructions in relation to the item on the agenda at the Shareholders Meeting (the Voting Instruction Form ), as well as instructions regarding the
completion and transmission of the Voting Instruction Form.
III. Shareholders Meeting materials
In accordance with the applicable law provisions, the following documents will be made available, by the Record Date, to Class A
Shareholders and Registered Shareholders, at the Company s registered office, at Via Molinella, 17, 35017 Piombino Dese Padua (Italy), and, also to Beneficial Shareholders and the public, in the section Corporate Governance
Shareholders Meetings of the Company s website https://ir.stevanatogroup.com/shareholders-meetings:
The aforementioned documents may be examined at the Company s registered office only if so permitted by the applicable laws.
| The Executive Chairman of the Board of Directors |
| Franco Stevanato |