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Key Takeaway: Stevanato Group S.p.A. has scheduled an Ordinary General Meeting of Shareholders for May 22, 2024, to be conducted via teleconference. The notice outlines the rights of shareholders to attend and vote, the process for appointing proxies, and instructions for submitting voting materials. Additionally, it details the requirements for Class A Shareholders, Registered Shareholders, and Beneficial Shareholders regarding participation and the submission of candidate slates for the Board of Directors. The meeting aims to ensure all shareholders can effectively engage in the decision-making process remotely.

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Full Press Release Details

Published on April 11, 2024
to the Ordinary General Meeting of Shareholders
Shareholders of Stevanato Group S.p.A. ( Stevanato or the Company ) are invited to attend the ordinary
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
May 22, 2024 at 4 p.m. CEST (10 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 all or part of the items 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 items 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 May 17, 2024, 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 May 17, 2024, 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 May 21, 2024, at 4 p.m. EDT (10 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 all or part of the items on the agenda of the Shareholders Meeting, at no costs or expenses for them.
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 matters
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.
In relation to item no. 3 of the Agenda, please note that, pursuant to
Article 16 of the Bylaws, the Shareholders Meeting shall appoint the members of the Company s Board of Directors based on slates of candidate directors submitted by shareholders.
The right to submit a slate of candidate directors to the Shareholders Meeting for the appointment of the Board of Directors is reserved to
Class A Shareholders, Registered Shareholders, and Beneficial Shareholders holding, individually or jointly with other shareholders submitting each slate, shares carrying at least 5 per cent of the total voting rights attached to all the
shares issued by the Company (the Qualified Shareholders ).
Pursuant to Article 7.6 of the Bylaws, Beneficial Shareholders may
submit slates of candidate directors to the Shareholders Meeting through the Holder of Record (in which case the Holder of Record shall submit the slate to the Shareholders Meeting together with the relevant documentation on behalf of
the Beneficial Shareholders) or based on a specific authorization and/or delegation from the Holder of Record (in which case the Beneficial Shareholders shall attach such authorization and/or delegation to the slate submitted to the
Shareholders Meeting).
Each slate of candidate directors submitted by Qualified Shareholders shall include a number of
candidate directors ranging from 9 (nine) and 15 (fifteen). Candidate directors shall meet the eligibility and integrity requirements set forth by Article 2382 of the Italian Civil Code and possess adequate skills and expertise to perform the tasks
entrusted upon them, as provided for by Article 15.3 of the Bylaws.
Each slate shall also include: (a) at least one third of the candidate
directors, rounded up to the higher unit in case of fractional number, meeting the independence requirements provided for in Article 15.4 of the Bylaws (i.e., the independence requirements set forth in Article 2399 of the Italian Civil Code);
(b) at least 3 (three) candidate directors meeting the independence and competence requirements provided for in Articles 23.3 and 23.5 of the Bylaws (i.e., the independence requirements set forth in article 2399 of the Italian Civil Code and
the additional requirements of independence and financial expertise set forth in United States law and NYSE regulations applicable to the Company from time to time); and (c) at least 1 (one) candidate director meeting the additional
professionalism requirement provided for in Article 23.4 of the Bylaws (i.e., enrollment in the Italian register of legal auditors).
candidate director may only be included in one slate, under penalty of ineligibility.
The following must be attached to each slate of candidate
directors, under penalty of inadmissibility: (i) a curriculum vitae of each of the candidate directors; (ii) the statements by which each candidate director accepts his/her candidacy and certifies, under his/her own responsibility,
that he/she possesses the eligibility and integrity requirements provided for in Article 15.3 of the Bylaws, the independence requirements provided for in Article 15.4 of the Bylaws, as well as the independence, expertise and competence requirements
provided for by Articles 23.3, 23.4 and 23.5 of the Bylaws; (iii) an indication of the identity of the Class A Shareholders, Registered Shareholders or Beneficial Shareholders submitting the slates and the percentage of the Company s
voting rights pertaining to the shares held by them.
The slates of candidate directors submitted to the Shareholders Meeting must be signed
by the Qualified Shareholders submitting them or, if legal persons, by their legal representatives or other attorneys.
Qualified Shareholders may
submit slates of candidate directors for the appointment of the Board of Directors no later than April 23, 2024 (third day before the Record Date), at 11:59 p.m. CEST (17:59 p.m. EDT), by: (i) filing the above
documentation at the Company s registered office at Via Molinella, 17, Piombino Dese - Padova, Italy (for this purpose, please note that submission is permitted on days between Monday and Friday, from 9:00 a.m. CEST (3:00 a.m. EDT) to 5.00 p.m.
CEST (11:00 a.m. EDT)); (ii) sending the above documents by mail or courier to the Company, at the address Via Molinella, 17, 35017, Piombino Dese - Padova, Italy, to the attention of the Legal Department; or (iii) sending the above
documentation by certified electronic mail (PEC) to the address stevanatogroup@pec.stevanatogroup.com.
For the sake of completeness, please note that slates of candidate directors received by the Company after April 23, 2024, at
11:59 p.m. CEST (5:59 p.m. EDT), or by other means than those indicated above will be considered as not received.
Please also note that if no
slate of candidate directors is submitted by Qualified Shareholders, directors will be appointed by the Shareholders Meeting with no application of the slate voting system.
IV. 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, on the Company s website, section Corporate Governance
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

Frequently Asked Questions

When is the Stevanato shareholders meeting scheduled?

The Stevanato shareholders meeting is on May 22, 2024, at 4 p.m. CEST.

How can shareholders attend the Stevanato meeting?

Shareholders can attend the meeting via teleconference or appoint a proxy.

What is the deadline for submitting participation forms?

Participating forms must be submitted by May 17, 2024, at 4:30 p.m. EDT.

Who can submit slates for the Board of Directors?

Qualified Shareholders, holding at least 5% of voting rights, can submit slates.

What documents are required for attending the meeting?

Attendees must present an identity document and possibly the Proxy Card.

Last updated: May 14, 2024