GVS S p A : Minutes of the GVS Shareholders' meeting and report

FILE NO. 140912	FOLDER NO. 47291
	MINUTES
	REPUBLIC OF ITALY

In the year 2022 (two thousand twenty-two), this day of Thursday, 28 (twenty- eight) April.

In Zola Predosa (BO), Via Roma 50, at 10:00 am.

Before me Carlo Vico, Notary in Bologna, registered with the Board of Notaries of Bologna, the following appeared:

• GRAZIA VALENTINI, born in Bologna (BO) on 19 August 1942, domiciled for the purpose of her office in Zola Predosa (BO), Via Roma 50, intervening and acting in this deed in her capacity as Chair of the Board of Directors of the company:
  GVS S.P.A., based in Zola Predosa (BO), Via Roma 50, incorporated in Italy and of Italian nationality,
  Tax Code and Companies Register number 03636630372, VAT 00644831208
  Share Capital Euro 1,750,000.00
  registered with the Bologna Register of Companies under no. 305386 of R.E.A (Economic Administrative Index);
  appearing party, whose personal identity I, the Notary, am certain of, request- ing that I prepare the minutes of today's Ordinary Shareholders' Meeting of the Company indicated above.
  The Chair of the Board of Directors, Grazia Valentini, took the chair of the meeting pursuant to article 14.1 of the articles of association.
  The Chair recalled, as indicated in the notice of call, that pursuant to article 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 on "Measures to strengthen the national health service and economic support for families, workers and businesses related to the Covid-19 emergency" (the "Cura Italia Decree"), converted with amendments by law no. 27 of 24 April 2020 and as extended until 31 July 2022 by decree law no. 228/2021, as converted with amendments by Law no. 15 of 25 February 2022, the participation in the meeting of those who are entitled to vote shall be exclusively through the rep- resentative designated pursuant to article 135-undecies of legislative decree 58/1998, as subsequently amended and supplemented (TUF - Consolidated Finance Act).
  The Directors, the Auditors, the Designated Representative, the secretary of the meeting and the representatives of the Independent Auditors, as well as other persons entitled by law other than those with voting rights, may partici- pate in the Shareholders' Meeting by means of telecommunications that guarantee their identification.
  The Chair called, pursuant to article 14.3 of the articles of association, notary Carlo Vico to act as secretary of the meeting proceedings and to take the minutes thereof.
  She noted that, in addition to the Chair of the Board of Directors, the follow- ing directors were present:
  • Massimo Scagliarini
  • Mario Saccone
  • Matteo Viola via audio-video link:

.	Marco Scagliarini

Registered in Bologna Off. Territorial 16/05/2022 No. 23653 1T Euro 356.00

• Nadia Buttignol
• Arabella Caporello
• Michela Schizzi
• Director Alessandro Nasi justified his absence for the Board of Statutory Auditors via audio-video link,
• Chair Patrizia Lucia Maria Riva

Francesca Sandrolini and Stefania Grazia justified their absence The Chair ascertained identity and eligibility to attend the meeting.

For the Independent Auditors Pricewaterhousecoopers s.p.a. via audio-video link: Andrea Callozzo Cifalà.

For the Designated Representative, Spafid, Cinzia Debellis Regina participated via audio-video link.

The Chair acknowledged that the meeting was held in accordance with current relevant regulations and the articles of association.

The Chair acknowledged that the ordinary shareholders' meeting was duly convened here for today, 28 April 2022, at 10:00 am, in a single call, in accordance with the law and the articles of association, by means of a notice of call published on 28 March 2022 on the company's website as well as on the storage mechanism www.emarketstorage.com and, in excerpt, in the daily newspaper "Mf Milano Finanza" on 29 March 2022 and announced by means of press releases.

The Chair then moved on to read the agenda and the voting proposals to be submitted to the meeting.

Agenda

1. Financial statements at 31 December 2021 and proposed allocation of the profit for the year:
   a. approval of the financial statements at 31 December 2021, accompa- nied by the board of directors' report on operations, the report of the board of statutory auditors, and the report of the independent auditors; submission of the consolidated financial statements at 31 December 2021; submission of the consolidated non-financial statement prepared in accordance with Legislative Decree 254/2016;
   b. resolutions relating to the allocation of the 2021 profit for the year
2. report on remuneration policy and compensation paid pursuant to ar- ticle 123-ter of Legislative Decree 58 of 24 February 1998 and article 84- ter of Consob Regulation no. 11971/1999:
   a. resolution on the first section on the remuneration policy prepared in accordance with article 123-ter, paragraph 3, of legislative decree no. 58 of 24 February 1998;
   b. resolution on the second section on compensation paid prepared pursuant to article 123-ter, paragraph 4, of legislative decree no. 58 of

1. February 1998.

1. authorisation for the purchase and disposal of treasury shares pur- suant to articles 2357, 2357-ter of the civil code, article 132 of legislative decree no. 58 of 24 February 1998 and article 144-bis of the Consob regulation adopted by resolution no. 11971 of 14 May 1999, subject to revocation, for the part that remains unfulfilled, of the authorisation resolution passed by the ordinary shareholders' meeting on 27 April 2021; related and consequent resolutions.
2. proposal to adjust the remuneration of the independent auditors for

2021-2028; related and consequent resolutions.

The Chair announced that no requests for additions to the agenda of the meeting or proposals for resolutions on matters already on the agenda have been submitted by shareholders, pursuant to and within the terms of article 126-bis of legislative decree no. 58 of 1998.

The Chair communicated that the company is not aware of any shareholders' agreements made between the shareholders.

The Chair specified that, in accordance with article 106 of the Cura Italia De- cree, the company has designated Spafid S.p.a. as the entity to which shareholders may grant proxy with voting instructions on all or some of the proposals on the agenda, pursuant to articles 135-undecies and 135-novies of the consolidated finance act.

Spafid, as the designated representative, has made it known that it has no interest of its own with respect to the resolution proposals submitted to the vote; however, in order to avoid any possible subsequent objections related to the supposed presence of circumstances capable of determining the existence of a conflict of interest as referred to in article 135-decies, paragraph 2, letter f), of legislative decree no. 58/1998, Spafid has expressly stated that, should unknown circumstances arise or in the event of modifications or additions to the proposals submitted to the meeting, it does not intend to cast a vote that differs from the one indicated in the instructions.

The Chair invited the designated representative to make each statement required by law

The Designated Representative stated:

- within the legal deadline, 1 proxy was received pursuant to article 135- undecies of the TUF ("representative appointed by the company with listed shares"), as well as 1 sub-proxy (incorporating 293 proxies) pursuant to article 135-novies of the TUF ("representation in the meeting") for a total of 162,076,002 shares by the entitled parties, corresponding to 267,076,002 votes or 95.3843% of the voting rights.

- prior to each vote, the shares will be announced for which no voting instructions have been expressed by the proxy.

The Chair stated, pursuant to paragraph 3 of the aforementioned article 135- undecies, TUF, that the shares for which proxies, even partial, have been conferred to the designated representative are counted for the purpose of the regular constitution of the meeting, while the shares in relation to which voting instructions have not been given on the proposals on the agenda will not be counted for the purpose of calculating the majority and the share of capital required for the approval of the relevant resolutions.

The Chair stated that, since there were 260 proxies representing 162,076,002 duly deposited ordinary shares representing 92.6149% of 175,000,000 ordinary shares with rights to a total of 267,076,002 votes representing 95.3843% of 280,000,000 total voting rights, the meeting was duly convened, was validly constituted in a single call in accordance with the law and the articles of association, and could resolve on the items on the agenda. The Chair also declared that updated attendance figures will be announced at the meeting before each vote.

The Chair also informed that the notices of intermediaries, for the purpose of intervention at this meeting of the entitled parties, have been made to the issuer in the manner and within the terms set forth in the applicable legal pro-

visions.

The Chair communicated that no solicitation of proxies pursuant to article 136 and following of the consolidated finance act has been promoted in connection with today's meeting.

The Chair informed that none of the eligible parties submitted questions on the agenda items before the meeting in accordance with article 127-ter of the consolidated finance act.

The Chair communicated that, in accordance with articles 12 and 13 of the articles of association, and the relevant provisions in force, the entitlement of those present to attend and vote at the meeting has been ascertained.

The Chair informed that, in accordance with EU Regulation 2016/679 on the protection of personal data, the data of the participants in the meeting are collected and processed by the company exclusively for the purpose of carrying out the mandatory meeting and corporate obligations. The Chair also informed that the audio recording of the meeting is made for the sole purpose of facilitating the minutes of the meeting. The aforementioned recording will not be subject to communication or dissemination and all data, with the exception of the audio media which will be destroyed, will be kept, together with the documents produced during the meeting, at the headquarters of GVS S.p.A.

The Chair further stated that:

as at today's date, the subscribed and paid-up share capital is Euro 1,750,000.00 (one million seven hundred fifty thousand point zero zero) divided into 175,000,000 (one hundred seventy five million) ordinary shares with no nominal value;

the company's shares are admitted for trading at EuroNext Milan organised and managed by Borsa Italiana s.p.a.;

each ordinary share gives the right to one vote in the meeting, except for the 105,000,000 ordinary shares for which GVS GROUP Srl has obtained an increase in voting rights in accordance with article 6 of the articles of as- sociation; therefore, the total number of voting rights that can be exercised in the meeting is 280,000,000;

at the date of this meeting, the company holds 450,000 treasury shares, equal to 0.26% (zero point two six percent) of the share capital;

as of today, the parties who participate directly or indirectly, in an amount equal to or greater than 5% of the subscribed share capital of GVS SPA, represented by shares with voting rights, according to the results of the shareholders' register, supplemented by the communications received pursuant to article 120 of the consolidated finance act and other information available, are as follows:

Declarant direct shareholder number of shares number of votes portion % of

total voting rights
Scagliarini Massimo Gvs Group srl 105,000,000	210,000,000 75%

The Chair recalled that voting rights inherent in shares for which the disclosure requirements have not been fulfilled cannot be exercised:

- referred to in article 120 of the consolidated finance act concerning investments exceeding 5%;

- referred to in article 122, paragraph 1 of the consolidated finance act, concerning shareholders' agreements.

The Chair communicated that the company is not aware of any shareholders'

agreements made between the shareholders.

Finally, the Chair recalled that the designated representative will exercise the vote based on the instructions given by the delegating parties.

The Chair also acknowledged that, with regard to the items on the agenda, the requirements of the current laws and regulations have been duly fulfilled. Specifically, the following documents have been filed at the registered office, as well as made available on the website www.gvs.com and at the storage mechanism www.emarketstorage.com:

on 28 March 2022:

the explanatory report on the third item on the agenda and the explanatory report on the fourth item on the agenda, drawn up pursuant to article 125-ter of the consolidated finance act;

on 6 April 2022:

the explanatory report on the first item on the agenda and the explanatory report on the second item on the agenda, drawn up pursuant to article 125-ter of the consolidated finance act;

the annual financial report, including the draft annual financial statements at 31 December 2021, the consolidated financial statements at 31 De- cember 2021, also in the Esef format, the report on operations, together with:

• the attestations referred to in article 154-bis TUF;
• the reports of the board of auditors and of the independent auditors;

the consolidated non-financial statement prepared pursuant to legislative decree no. 254/2016;

the report on corporate governance and ownership structure prepared pursuant to article 123-bis TUF;

the report on the remuneration of the members of the administrative and control bodies, general managers and other executives with strategic re- sponsibilities, drawn up pursuant to article 123-ter TUF.

Finally, the Chair informed that the following will be annexed to the minutes of the meeting as integral and substantive part thereof and will be available to those entitled to vote:

the list of names of the participants in the meeting, through the designated representative, complete with all the data required by Consob, with the indication of the number of shares for which the communication was made by the intermediary to the issuer, pursuant to article 83-sexies of the consolidated finance act;

the list of names of the parties who, through the designated repre- sentative, have expressed a favourable or negative vote or have abstained and the relative number of shares represented.

-.-.-.-.-.

Having completed the preliminaries, the Chair now moved on to the first item on the agenda.

1. FINANCIAL STATEMENTS AT 31 DECEMBER 2021 AND PRO- POSED ALLOCATION OF THE PROFIT FOR THE YEAR:

1. APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2021, ACCOMPANIED BY THE BOARD OF DIRECTORS'
   REPORT ON OPERATIONS, THE REPORT OF THE BOARD OF AUDI- TORS AND THE REPORT OF THE INDEPENDENT AUDITORS. PRESEN- TATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DE- CEMBER 2021. SUBMISSION OF THE CONSOLIDATED NON-FINANCIAL