Stevanato Group S.p.A. Ordinary and Extraordinary Shareholders Meeting on

Stevanato Group S.p.A.

Ordinary and Extraordinary Shareholders Meeting

on the items on the agenda

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 ordinary and extraordinary meeting of the Company s shareholders convened, on single call, on

June 1, 2022, at 4 p.m. CEST (10 a.m. EDT), by notice published on April 12, 2022 (the Convening Notice ), to discuss and resolve on the following agenda:

Extraordinary session

(the Agenda and the Shareholders Meeting ).

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 on the Company s Shareholders Book (Libro Soci) and 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 of (ii) the holders of the beneficial ownership of the ordinary shares deposited with the Depositary Trust Company registered on

the Company s US Shareholders Register and on the Company s Shareholders Book (Libro Soci) in the name of Cede&Co. and entitled to give voting instructions to Computershare S.p.A., in its capacity as substitute proxy

specifically appointed by Cede&Co., in relation to all or part of the items on the Agenda, as specified by the Convening Notice (the Beneficial Shareholders ), and includes certain information concerning the items on the Agenda

and the proposals submitted to the Shareholders Meeting.

In particular, this Explanatory Report aims at providing the Class A

Shareholders, Registered Shareholders and Beneficial Shareholders with the information necessary - together with the reports of the Board of Directors, of the Committees and of the External Auditor EY S.p.A. referred to below to fully and

effectively exercise their voting rights.

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.

Pursuant to Italian law and to the Company s by-laws (the By-laws ), Stevanato s shareholders shall annually resolve, at the ordinary shareholders meeting, on the approval of the

Company s individual financial statements related to the previous financial year, within a six months term from its ending.

submit to Stevanato s shareholders, for their examination and approval at the Shareholders Meeting, the Company s draft annual financial statements as of December 31, 2021, approved by the Board of Directors on April 11,

2022, which show net profits amounting to Euro 5,309,863.00.

Moreover, in compliance with the applicable Italian law provisions, we present to

Stevanato s shareholders, for their examination and acknowledgment, the following documents, containing more information on the Company s draft annual financial statements, as well as on the Company s current and prospective situation

and on the activities carried out by Stevanato, individually and through its controlled companies, in the financial year ended on December 31, 2021:

As provided for by the Charters of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating

Committee, we also present to Stevanato s shareholders, for their examination and acknowledgment, the following documents, containing more information on the activities carried out by the mentioned Committees, as well as on the current

directors and management compensation structure and policy, and on the current corporate governance system of the Company:

Stevanato s draft annual financial statements for the financial year ended on December 31,

2021, together with the other above mentioned documents, will be made available in accordance with the applicable law provisions (and, in any case, by the voting record date of May 6, 2022) 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 the Beneficial Shareholders and the public, on the Company s website www.stevanatogroup.com, in the section

Investors - Corporate Governance - Shareholders Meetings .

Based on the above, Stevanato s shareholders are asked to approve

the following resolution:

The Shareholders Meeting

Pursuant to Italian law, Stevanato s shareholders shall resolve, at the ordinary shareholders meeting,

on the allocation of the Company s net profits resulting from the annual financial statements for the financial year ended on December 31, 2021.

Since the Company s legal reserve is currently lower than one fifth of the Company s share capital, the Shareholders Meeting shall

earmark at least 5 per cent of the Company s net profits resulting from the annual financial statements for increasing the legal reserve. Moreover, the shareholders meeting may not distribute profits components resulting from

gains unrealized at the end of the accounting period, such as unrealized gains deriving from foreign currency exchange rates.

extent the legal reserve (by itself or combined with other available reserves) is at least equal to one fifth of the Company s share capital, the Shareholders Meeting may also resolve to distribute to shareholders all or part of the

reserves the distribution of which is not prohibited by Italian law.

As indicated in paragraph 1 above, based on the annual financial statements for the financial year

ended on December 31, 2021, the Company s operations resulted in net profits of Euro 5,309,863.00.

In light of the foregoing, we propose

to the shareholders to:

Therefore, assuming that Company continues to hold the current number of 30,840,555 treasury Class A

shares at the Dividend Record Date, the amount of net profits and of the extraordinary reserve to be used for distribution of dividends to shareholders would be equal to, respectively, Euro 4,487,043.00 and Euro 9,012,630.53, for a total amount of

In such connection, based on the resolution of the Board of Directors of April 11, 2022, and pursuant to Article 28.4 of

the By-laws, we propose to set on June 14, 2022, the date for identifying the holders of the Class A shares of the Company and the registered holders and the beneficial holders of the ordinary shares

of the Company entitled to receive payment of the dividends which the Shareholders Meeting should resolve to distribute (the Dividend Record Date ).

Therefore, assuming that the Shareholders Meeting approves the above proposals, the ex-dividend

date will fall on June 13, 2022 (Ex-Date), whereas it is expected that the dividends will be paid to the Class A and ordinary shares as from July 13, 2022 (Payment Date).

Based on the above, Stevanato s shareholders are asked to approve the following resolution:

The Shareholders Meeting

Pursuant to Italian law and Article 19 of the Company s By-laws,

Stevanato s shareholders shall establish, by resolution adopted at the ordinary shareholders meeting, the compensation of the directors for their office as members of the Board of Directors.

It must be noted that, without prejudice to the remuneration established by the shareholders meeting, the Board of Directors may provide an

additional compensation of the directors entrusted with specific functions, which may consist of a fixed part and/or a variable part, related to the achievement of certain objectives, or of the right to subscribe for ordinary shares or other

financial instruments of the Company at a given price.

Alternatively, shareholders may determine an aggregate amount for the compensation of all

directors, including those holding specific functions, to be allocated by the Board of Directors.

In any event, the members of the Board of

Directors shall also be entitled to reimbursement of expenses incurred in the performance of their duties.

At the meeting of May 28, 2021, the

Company s shareholders appointed the current directors for the period of three financial years and established the relevant compensation for the period of one financial year, thus until the approval of the financial statements for the financial

year ended on December 31, 2021, as well as, pursuant to Article 19.4 of the By-laws, a fixed additional annual compensation of Euro 20,000.00 and of Euro 10,000.00 for, respectively, the chairman and

each member of the Audit Committee, for their entire term of office.

Therefore, at the next shareholders meeting, Stevanato s

shareholders are asked to establish the compensation of the Company s directors for their office as members of the Board of Directors or, alternatively, to determine an aggregate amount for the compensation of all directors, to be allocated by

the Board of Directors, for the period of one or two financial years.

In such respect, upon recommendation of the Compensation Committee, we

propose to the shareholders to establish for all directors (with the exception of Mr. Franco Moro, for the reasons detailed below), as remuneration for their office as members of the Board of Directors, a fixed compensation to be paid partially

in cash and partially in Company s shares, as specified below, for the period elapsing from the Shareholders Meeting date to the date of the shareholders meeting approving the financial statements for the financial year ending on

December 31, 2022, determined in consideration of the market standards, of the practices of the Company s main competitors, and of the Board of Directors members professional skills and experience.

In particular, without prejudice to the right of the Board of Directors to establish an additional

compensation for the directors entrusted with specific functions, we propose to establish for each director (with the exception of Mr. Franco Moro), for the period elapsing from the date of the Shareholders Meeting to the date of the

Company s shareholders meeting approving the financial statements for the financial year ending on December 31, 2022, a gross total compensation of Euro 148,000.00, to be paid as follows:

As to Mr. Franco Moro, since the remuneration package granted by the Board of Directors to the latter in his capacity as Chief Executive Officer is

intended to cover all services performed to the benefit of the Company, we propose not to establish any further remuneration for Mr. Moro s service as member of the Board of Directors.

Based on the above, Stevanato s shareholders are asked to approve the following resolution:

The Shareholders Meeting

Pursuant to Article 13 of the Italian Legislative Decree no. 39/2010, Stevanato s shareholders, at the ordinary

shareholders meeting, upon substantiated proposal submitted by the Audit Committee, shall appoint the Company s statutory External Auditor for a period of three financial years and establish the relevant compensation for the entire term

At the meeting of June 11, 2020, Stevanato s shareholders appointed EY S.p.A. as Company s External Auditor for the

financial years 2020 2022 and established the total compensation of Euro 315,000.00, on a yearly basis, for the activities carried out by the latter under such appointment, which include the auditing of the Company s individual and

consolidated financial statements, respectively prepared in accordance with Italian GAAP (as issued by the Organismo Italiano di Contabilit (OIC)) and with International Financial Reporting Standards (IFRS) (as issued by the International

Accounting Standards Board (IASB)), to be conducted according to the International Standards of Auditing (ISA Italia) as issued by the International Auditing and Assurance Standards Board (IAASB).

Following the listing of the Company s ordinary shares on the New York Stock Exchange (NYSE), Stevanato s External Auditor is also required to

conduct an audit on the Company s annual consolidated financial statements in accordance with the auditing standards set out by the Public Company Accounting Oversight Board (PCAOB) and to express an opinion based on such PCAOB standards

and therefore different from the opinion issued for Italian law purposes on whether such statements are presented fairly and, in all material respects, in conformity with IFRS, which must be included in the Company s annual report to be

filed with the Security and Exchange Commission (SEC) on Form 20-F.

In such respect, on October 25,

2021, EY S.p.A. presented to Stevanato an offer to perform, in addition to the auditing services carried out under Italian law, the audit of the annual consolidated financial statements for the financial year ended on December 31, 2021, in

accordance with the PCOAB standards and under the terms of the applicable SEC and PCOAB provisions, and express the relevant opinion, for an annual additional compensation estimated in Euro 380,000.00.

Additionally, on March 3, 2022, EY S.p.A. presented to Stevanato an offer to perform, in addition to the auditing services carried out under

Italian law, the audit of the annual consolidated financial statements for the financial year ending on December 31, 2022, as well as the review of the quarterly consolidated financial statements as of March 31, June 30 and

September 30, 2022, in accordance with the PCOAB standards and under the terms of the applicable SEC and PCOAB provisions, and express the relevant opinions, for an annual additional compensation estimated in Euro 635,000.00.

As set forth by both the Italian Legislative Decree no. 39/2010 and the SEC and PCOAB provisions, and in compliance with the Audit Committee Charter, at