Stevanato Group S.p.A. Extraordinary Shareholders Meeting

Stevanato Group S.p.A.

Extraordinary Shareholders Meeting

Explanatory Report on the item

This report (the Explanatory Report ) was drafted by the board of directors of Stevanato Group

S.p.A. (respectively, the Board of Directors and Stevanato or the Company ) in relation to the extraordinary meeting of the Company s shareholders convened, on single call, on

October 4, 2023, at 4:00 p.m. CEST (10:00 a.m. EDT), by notice published on August 24, 2023 (the Convening Notice ), to discuss and resolve on the following agenda:

1. Delegation to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, of the authority to increase the Company s

share capital, in cash and on a divisible basis, on one or more occasions, for a maximum overall amount not exceeding Euro 350,000,000.00 (three hundred fifty million/00), including any share premium, to be executed by issuing, also in one or more

tranches, ordinary shares, with no par value, carrying full dividend rights, with exclusion of the existing shareholders pre-emptive right pursuant to Article 2441, Paragraph 4, second sentence, of the

Italian Civil Code (and, therefore, within the limit of 10% (ten per cent) of the overall number of Company s shares currently outstanding), to be exercised within 5 (five) years from the date of approval of the delegation by the

shareholders meeting; consequent amendment of Article 6 of the Bylaws; further related resolutions (the Agenda ).

This Explanatory Report was drafted to the benefit of (i) the holders of class A shares and of ordinary shares registered on

the Company s US Shareholders Register and/or the Company s Shareholders Book (Libro Soci) in the shareholders name, being entitled to attend and vote at the Shareholders Meeting as specified in the Convening

Notice (respectively, the Class A Shareholders and the Registered Shareholders ) and (ii) of the holders of the beneficial ownership of the ordinary shares deposited with the Depositary

Trust Company and registered on the Company s US Shareholders Register and on the Company s Shareholders Book (Libro Soci) in the name of Cede&Co., being entitled to give voting instructions to Computershare S.p.A.,

in its capacity as substitute proxy specifically appointed by Cede&Co., in relation to the item on the Agenda, as specified in the Convening Notice (the Beneficial Shareholders ).

In particular, this Explanatory Report - which aims at providing Class A Shareholders, Registered Shareholders and Beneficial

Shareholders with the information necessary to fully and effectively exercise the respective voting rights at the Shareholders Meeting - includes certain information concerning the item on the Agenda and the proposal to be submitted to the

Shareholders Meeting, with specific regard to the reasons justifying the latter.

Please note that Stevanato s ordinary shares

are exempt from the proxy rules of the United States Securities Exchange Act of 1934, as amended, and that this Explanatory Report does not constitute a proxy statement or a solicitation of proxies.

Subject of the Delegation

Pursuant to Article 2443 of the Italian Civil Code, the bylaws of Italian joint-stock companies

(societ per azioni) may delegate to their management bodies the authority to increase such companies share capital, on one or more

occasions, up to a predetermined amount and for a maximum period of 5 (five) years elapsing

from the date of incorporation of the company or from the resolution approving the relevant amendment to the company s bylaws.

means of such delegation, the management bodies may also be granted with the authority to increase the share capital by excluding the shareholders pre-emptive right pursuant to law provisions.

For the purposes of this Explanatory Report, it must be noted that pursuant to Article 2441, Paragraph 4, second sentence, of the Italian

Civil Code, if so provided by the relevant bylaws, joint-stock companies the shares of which are listed on regulated markets, may increase their share capital by excluding the shareholders pre-emptive

right within the limit of 10% (ten per cent) of the pre-existing share capital, provided that the issue price is consistent with the market value of the shares and that such consistency is confirmed by a

registered auditor or an auditing firm in a specific report.

In such case, the management body, when resolving upon a share capital

increase providing for the exclusion of the shareholders pre-emptive right, shall issue a report containing an explanation of the reasons for such exclusion, as well as of the criteria adopted for

determining the shares issue price, which shall be deposited at the company s registered office and published on the company s website.

That being said, in light of the reasons and purposes described below, we are proposing to grant the Board of Directors with a delegation of

authority to increase the share capital, which (if approved by the Shareholders Meeting) would authorize the same Board of Directors - for the maximum term allowed for by the law, i.e. for a period of 5 (five) years elapsing from the

date of approval of the relevant resolution by the Shareholders Meeting - to increase, on one or more occasions, the Company s share capital, in cash and on a divisible basis, for a maximum overall amount not exceeding Euro 350,000,000.00

(three hundred fifty million/00), including any share premium, with exclusion of the existing shareholders pre-emptive right pursuant to Article 2441, Paragraph 4, second sentence, of the Italian Civil

Code, as provided for by Article 6.4 of the Company s Bylaws (and, therefore, within the limit of 10% (ten per cent) of the overall number of Company s shares currently outstanding), by issuing, also in one or more tranches, ordinary

shares, with no par value, carrying full dividend rights, to be offered to the investors indicated below (the Delegation ).

Reasons for granting the Delegation to the Board of Directors

The proposal to grant the Board of Directors with the Delegation

aims at providing the Company, for a period of five (5) years elapsing from the date of approval of the relevant resolution by the Shareholders Meeting, with a flexible instrument of equity capital raising, which the Board of Directors

may promptly activate - where it deems it appropriate and convenient in light of the contingent market conditions - to raise resources to be used for financing the Company s activities and in the context of transactions carried out for the

Company s development and growth.

More in particular, the Delegation may be exercised by the Board of Directors to execute one or

more share capital increases aimed, inter alia, at:

Compared to the ordinary procedure entailing the approval of share

capital increases by the shareholders meeting, granting the Board of Directors with the Delegation allows the Company to benefit from significant advantages in terms of timeliness and flexibility in the execution of potential share capital

increases, as it enables the management body to promptly proceed with the execution of a share capital increase when the needs and/or opportunities indicated above

arise and when the most favorable conditions for the offering of the shares are given, also

taking into account the high volatility of financial markets.

In this respect, it should be noted that, under the terms of the proposed

Delegation, the Board of Directors would be granted with a certain degree of flexibility with regard to the determination of the number of the shares being issued from time to time, as well as to the modalities and to the conditions of the offering,

over the applicable time-frame. Such flexibility allows the Board of Directors to adapt the characteristics of the share offering to the market conditions existing at the moment of the actual launch of the offering, thereby reducing, among other

things, the risk of fluctuations of the market price of the shares in the period that would elapse between the announcement and the actual launch of the offering, should the latter be resolved upon by the shareholders meeting.

3. Reasons for granting the Board of Directors with the authority to increase the share capital by excluding the shareholders pre-emptive right and potential offerees of newly issued ordinary shares

The proposal to grant

the Board of Directors, by means of the Delegation, with the authority to increase Stevanato s share capital by excluding the existing shareholders pre-emptive right pursuant to Article 2441,

Paragraph 4, second sentence, of the Italian Civil Code is intended to enable the Board of Directors to offer the newly issued ordinary shares to persons falling into one of the following categories:

The exclusion of the shareholders pre-emptive right constitutes a means for the Company to

expand and diversify the shareholders base with new investors, including institutional investors, and industrial or strategic partners, as well as to raise - rapidly, efficiently, and in accordance with the placement methods most commonly used

in the international market practice - equity capital to be utilized for the purposes described in the paragraph above and, concurrently, to increase the Company s floating capital and the liquidity and stability of Stevanato s listed

Additionally, the obligation to offer the Company s ordinary shares issued in the context of the share capital increase(s)

executed in the exercise of the Delegation to the investors mentioned above, would facilitate the success of the transaction in a short time-frame, since it allows the Company not to proceed with a public offering of such shares, which would imply

more onerous corporate formalities, longer execution timing, and higher expenses.

4. Criteria for determining the issue price of the shares

Under the terms of the proposed Delegation, when resolving upon a share capital increase in the exercise of the Delegation, the Board

of Directors shall determine the issue price of the ordinary shares being issued, it being understood that:

In this respect, it should be noted that all of the Company s shares - as provided for

in Article 6 of the Company s Bylaws - are without par value, and that the parity value of each share, based on the ratio of the nominal share capital amount to the number of outstanding shares, is currently equal to Euro 0.073 (zero point zero

5. Duration of the Delegation and timing of exercise

The Board of Directors proposes to the shareholders to establish that the duration of the Delegation shall be equal to the maximum legal term

of 5 (five) years elapsing from the date of approval of the relevant resolution by the Shareholders Meeting and to authorize the Board of Directors to increase the Company s share capital in the exercise of the Delegation on one or more

occasions. Therefore, in case the Shareholders Meeting were to approve the Delegation, the Board of Directors will be authorized to increase the share capital in execution thereof up to the term of October 4, 2028, after which the

Delegation shall automatically expire.

Without prejudice to the foregoing, the timings of the exercise of the Delegation by the Board of

Directors, as well as the modalities and conditions of any share capital increase and issuance of new shares, shall depend on the actual needs and opportunities that may arise for the Company and in any case shall be promptly disclosed to the public

in accordance with the applicable laws and regulations, as soon as determined by the Board of Directors. In case of an offering of newly issued shares by the Company, a secondary offering may take place with regard to some shares currently held by

Stevanato Holding S.r.l..

6. Amount of the authorized share capital increase under the Delegation

The Board of Directors proposes to the shareholders to be granted, by means of the Delegation, with the authority to increase the share capital

for a maximum amount of Euro 350,000,000.00 (three hundred fifty million/00), including any share premium, on one or more occasions, by issuing ordinary shares, also in one or more tranches, it being understood that the Board of Directors shall

determine the issue price of the ordinary shares (including any premium) in accordance with the limitations set forth above.

7. Characteristics of

the shares issued in the exercise of the Delegation

In case one or more share capital increases are resolved upon by the Board of

Directors from time to time in the exercise of the Delegation, the ordinary shares will be issued with no par value and will carry full dividend rights as those of the shares outstanding as of the issue date.

The ordinary shares resulting from the share capital increase(s) resolved upon by the Board of Directors from time to time in the exercise of

the Delegation will be listed on the New York Stock Exchange, as are the Company s ordinary shares outstanding as of the date of this Explanatory Report.

8. Non-existence of the right of withdrawal

The approval by the Shareholders Meeting of this proposal, the granting of the Delegation to the Board of Directors, or any capital

increases that may from time to time be resolved upon by the Board of Directors in the exercise thereof, shall not cause the shareholders who should not vote in favor of the relevant resolution at the Shareholders Meeting to be entitled to the

exercise of the right of withdrawal under the applicable law and regulatory provisions or the Company s Bylaws.

9. Amendment to Article 6 of

the Company s Bylaws resulting from the granting of the Delegation

Should the proposed Delegation be approved, Article 6 of

the Company s Bylaws shall be amended as follows.

10. Reports of the Board of Directors and the auditing firm