No. 25997 of Record No. 15823 of Collection
MINUTES OF THE MEETING
ITALIAN REPUBLIC
June 15, 2026 In the year two thousand twenty-six, on the fifteenth day of June.
In Milan, via Metastasio no. 5.
I, the undersigned MARIO NOTARI, Notary Public in Milan, registered with the Notarial College of Milan, proceed to draft and sign the minutes of the ordinary shareholders' meeting of the company “KME Group S.p.A.” with registered office in Milan (MI), Foro Buonaparte no. 44, share capital Euro 200,154,177.66 fully paid up, registered with the Companies Register of Milan under registration number and tax code 00931330583, Economic Administrative Register no. 1977385, a company with shares listed on the Euronext Milan market organized and managed by Borsa Italiana S.p.A. (hereinafter also the "Company"), held on June 9, 2026 acknowledging that said meeting was held exclusively by means of telecommunication, with my constant participation in the meeting proceedings, it being specified that I, the notary, was connected from Milan (MI), via Metastasio no. 5.
These minutes are drafted, following the shareholders' meeting, within the time necessary for the timely execution of the filing and publication obligations.
The meeting proceeded as follows.
* * * * * On June 9, 2026, at 11:32 AM, the Chairperson of the Board of Directors, DIVA MORIANI, assumes the chairmanship of the meeting pursuant to art. 12 of the company's bylaws, and for the purpose of verifying the quorum, announces:
- that the notice of call for this meeting, convened for June 9, 2026 at 11:30 AM on first call and for June 10, 2026 at 11:30 AM on second call, was published on the Company's website on May 8, 2026 and, in extract, in the newspaper "Italia Oggi" on May 9, 2026;
- that, with reference to the modalities of participation in the meeting, the Company, availing itself of the provisions of article 11 of the company's bylaws, has stipulated that all entitled parties who intend to attend the meeting must use Monte Titoli S.p.A., the Designated Representative pursuant to art. 135-undecies.1 TUF ("Designated Representative") for the granting of proxies and related voting instructions by shareholders, and has made available, on its website, the proxy form;
- that the Company has also stipulated that those entitled to attend the meeting and participate for other reasons, including the Designated Representative, must use means of telecommunication, pursuant to the aforementioned article 11 of the bylaws, and has informed the interested parties of the relevant instructions for participation by means of the aforementioned means of telecommunication;
- that it was also possible to grant proxies or sub-proxies to the Designated Representative pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies, paragraph 4, of the TUF, using the specific form made available on the Company's website;
- that, by the personnel authorized by her, the correspondence of the proxies granted by attendees to the Designated Representative has been verified, pursuant to current regulatory and legal provisions;
- that the Designated Representative, represented by Francesca Neodo, connected by means of telecommunication, has received proxies from no. 7 shareholders, holding no. 178,012,351 ordinary shares, equal to 65.874% of the total no. 270,231,550 ordinary shares constituting the share capital, to which no. 323,790,543 votes are attributable, equal to 77.832% of the total no. 416,009,742 exercisable votes, taking into account the vote bonus pursuant to article 11-bis of the bylaws.
Therefore, she declares the present meeting validly constituted to resolve on the matters on the agenda.
* * * * * Pursuant to art. 12 of the company's bylaws, she designates me as notary and secretary of the meeting, with the task of assisting in the proceedings and drafting the minutes in public deed form.
In the absence of objections or abstentions, she confirms the appointment to me.
At this point, she brings to attention:
- that the Company's shares are traded on Euronext Milan, organized and managed by Borsa Italiana S.p.A.;
- that the Company, as of today, holds no. 53,243,219 ordinary shares in its portfolio, equal to 19.70% of the share capital of the category. The treasury shares held in portfolio are deprived of voting rights pursuant to art. 2357-ter, paragraph 2, of the Italian Civil Code;
- that the Company has not received any request for integration of the agenda, pursuant to art. 126-bis TUF;
- that, for the Board of Directors, the following have attended so far, in addition to the Chairperson Diva Moriani, the Directors Marcello Gallo, Luca Ricciardi, Ruggero Magnoni, Francesca Marchetti, Massimiliano Picardi, Maria Serena Porcari, Alessandra Pizzuti, with excused absences of Directors Vincenzo Manes (Vice Chairman) and Duncan James Macdonald;
- that, for the Board of Statutory Auditors, Gianluca Cinti (Chairman), Alberto Villani and Giovanna Villa have attended;
- that the common representative of the savings shareholders, Andrea Santarelli, as well as the representative of the bondholders of the KME Group SpA 2024-2029 loan, Rossano Bortolotti, are also connected;
- that the share capital of Euro 200,154,177.66 is divided into no. 284,442,812 shares without par value (of which no. 270,231,550 ordinary shares and no. 14,211,262 savings shares);
- that the Designated Representative has stated that he does not hold any personal interest in relation to the proposed resolutions submitted to the
vote at today's meeting; however, due to the contractual relationships in place between the Company and Monte Titoli S.p.A., solely to avoid any subsequent disputes related to the alleged existence of circumstances that could determine a conflict of interest, Monte Titoli S.p.A. has expressly declared its intention not to cast a vote contrary to the instructions received;
- that the nominal list of shareholders who attended the meeting through the Designated Representative, specifying the shares held and indicating their presence for each individual vote, will be attached to the minutes of the meeting;
- that the shareholders who hold, directly or indirectly, a stake in the share capital exceeding five percent, according to the company's shareholder register, supplemented by communications received pursuant to Article 120 of the TUF and other available information, are as follows: Quattroduedue S.p.A., holder of no. 177,813,368 ordinary shares, representing 65.80% of the category capital and 62.51% of the total capital, as well as 77.78% of the total voting rights.
The Chairperson invites the Designated Representative to declare any impediments or suspensions – pursuant to the law – to the right to vote reported by individual proxies, concerning all matters expressly listed on the agenda, including those relating to non-compliance with obligations for communication and disclosure of shareholders' agreements, pursuant to art. 122 TUF.
In the absence of declarations, at this point:
- informs that the Company has received, pursuant to art. 127-ter TUF, no. 112 questions from shareholder Marco Bava and no. 29 questions from shareholder D&C Governance Technologies Srl, which have been answered before this meeting, by publication on the Company's website; the questions and their respective answers will be attached to the minutes of the meeting, as required by law;
- points out that during the discussion, no resolutions or questions pursuant to art. 127-ter TUF may be submitted, pursuant to art. 135-undecies.1, paragraphs 2 and 3, TUF; any interventions will only be accepted if they are relevant to the proposal made for each agenda item, and will be kept within reasonable time limits;
- informs the Designated Representative that a summary record of any interventions will be made, without prejudice to the right to submit a written text of the interventions;
- announces that voting will be carried out by declaration of the Designated Representative, specifying the number of votes in favor, against, or abstentions, as well as the number of shares for which a temporary absence from the general meeting will be requested (non-voters).
Then reads the AGENDA, “1. Financial Statements for the year ended December 31, 2025:
1.1 approval of the Financial Statements for the year ended December 31, 2025;
Report of the Directors on the Company's situation and management performance, including the Report on Corporate Governance and Ownership Structure and the Consolidated Sustainability Statement 2025; Report of the Board of Statutory Auditors; Report of the Audit Firm. Presentation of the consolidated financial statements as of December 31, 2025;
1.2 allocation of the financial year's result; related and consequent resolutions.
2. Remuneration Report pursuant to art. 123-ter of Legislative Decree no. 58/1998: non-binding resolution on the second section concerning remuneration paid, prepared pursuant to art. 123-ter, paragraph 4, of Legislative Decree no. 58 of February 24, 1998;
3. Authorization to purchase own shares, pursuant to art. 2357 of the Civil Code and art. 132 of Legislative Decree no. 58/1998, subject to the revocation, for the unexecuted part, of the resolution authorizing the purchase of own shares approved by the shareholders' meeting of May 15, 2025; related and consequent resolutions.”
* * * With reference to the agenda, it is informed that the directors' reports on the agenda items, pursuant to art. 125-ter TUF, as well as the financial statements as of December 31, 2025, accompanied by the supplementary documentation required by law, have been published within the legal deadlines on the Company's website, at the authorized storage mechanism available at www.emarketstorage.it, and have also been filed at the registered office, available to the public.
* * * * * In relation to the first agenda item, the Chairperson recalls that the shareholders' meeting is called to approve the financial statements for the year ended December 31, 2025, showing a net loss for the year of Euro 33,401,452, which is proposed to be covered by partial use of the Extraordinary Reserve.
With reference to the engagement of the audit firm KPMG S.p.A., in addition to what has already been reported in the financial statements, pursuant to and for the purposes of art. 149-duodecies of the Consob Issuers' Regulation, it is communicated that the hours actually spent by the firm for the audit of the separate and consolidated financial statements for the year 2025, as well as for the periodic checks provided for by art. 14, paragraph 1, letter b) of Legislative Decree 39/2010, were as follows:
- separate financial statements, including periodic checks: no. 1,000 hours;
- consolidated financial statements: no. 1,185 hours.
Considering that the annual financial report has been made available to the public as required by law, its reading is omitted.
She then asks me to read the proposals of the administrative body on the two topics into which the first agenda item is divided, before opening the discussion, and to proceed with the voting operations, on her behalf.
I therefore put forward for discussion and voting the proposed resolutions contained in the Explanatory Report of the Directors, the literal text of which is as follows:
Item 1.1
“The Shareholders' Meeting of KME Group SpA, convened in ordinary session, having taken note of the Reports of the Board of Statutory Auditors and the Audit Firm, having heard and approved what was presented by the Board of Directors,
resolves
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to approve the Board of Directors' Report on operations for the year ended December 31, 2025, including the Report on Corporate Governance and Ownership Structure and the consolidated Sustainability Reporting, as well as the financial statements, in their entirety and in their individual items and entries with the proposed appropriations and uses, which show a net loss for the year of Euro 33,401,452 (thirty-three million four hundred one thousand four hundred fifty-two)”.
Item 1.2
“The Shareholders' Meeting of KME Group SpA, convened in ordinary session, having reviewed the results for the year ended December 31, 2025,
resolves:
1. to cover the net loss for the year of Euro 33,401,452 (thirty-three million four hundred one thousand four hundred fifty-two) by partially using the Extraordinary Reserve for the same amount;
2. to authorize the Chairman and the Vice-Chairman, acting severally, to implement this resolution.” I invite the Designated Representative to declare if there are any interventions from their delegates.
The Designated Representative reads the following voting statement on behalf of the shareholder D&C Governance Technologies Srl: "It is premised that: the shareholders have not been able to know the answers to the questions submitted, which, it is recalled, constitute the substitute instrument for the shareholders' meeting debate in the absence of an in-person meeting. In this regard, the writer wishes to inform other shareholders of the writer's intention to challenge this practice in the appropriate forums and to promote the convening of meetings pursuant to the emerging legislation. It is noted that: the reasons for the Board of Directors preparing two different financial statements (although technically different for a simple accounting entry), and, above all, the existence of different discretionary assessments among the members of the governance bodies, are not illustrated in the public documents. Since the law assigns to the shareholders the approval of the financial statements, which are only prepared by the Board of Directors, determining their effects towards third parties and the uncertainty of the disclosed data potentially causing distortive market effects, the writer intends to dissociate himself by expressing a contrary vote.” As there are no further interventions, I now put to the vote the proposed resolutions contained in the Explanatory Report and proceed with the voting operations.
The Designated Representative announces that, with the number of delegated shareholders, intervening shares, and available votes remaining unchanged, the following votes are cast:
Item 1.1
- in favor: n. 323,774,097 votes;
- against: n. 16,446 votes;
- abstentions: n. 0 votes.
I declare, on behalf of the Chairwoman, that the proposed resolution in item 1.1 is approved by a majority.
Item 1.2
- in favor: n. 323,790,533 votes;
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- against: n. 10 votes;
- abstentions: n. 0 votes.
I declare, on behalf of the Chairwoman, that the proposed resolution in item 1.2 is approved by a majority.
* * * * * The Chairwoman moves on to the second item on the agenda and recalls that the Board of Directors has approved, in compliance with current legal provisions, the Report on Remuneration paid, prepared pursuant to art. 123-ter of the TUF.
Pursuant to paragraph 4 of art. 123-ter of the TUF, the Shareholders' Meeting is called upon to express, with a non-binding resolution, in favor or against, on Section Two of the Remuneration Report.
For the specific contents of the Report submitted for the meeting's examination, please refer to what is indicated in the Explanatory Report of the Directors and to the documents available on the Company's website.
I am therefore asked to read the proposal of the administrative body on the second item on the agenda, before opening the discussion, as well as to proceed with the voting operations, on its behalf.
I now put to discussion and vote the proposed resolution contained in the Explanatory Report of the Directors, the literal text of which is as follows:
“The Shareholders' Meeting of KME Group SpA, convened in ordinary session, having taken note of the second section of the “Remuneration Report” (“Report on Remuneration Paid”) relating to the financial year 2025, prepared by the Board of Directors, pursuant to and for the purposes of art. 123-ter of Legislative Decree no. 58 of February 24, 1999,
resolves:
in favor of the second section of the “Remuneration Report” (“Report on Remuneration Paid”) relating to the financial year 2025, prepared in compliance with the aforementioned legal provision.” I invite the Designated Representative to declare if there are any interventions from their delegates.
As there are no interventions, I now put to the vote the proposed resolution contained in the Explanatory Report and proceed with the voting operations.
The Designated Representative announces that, with the number of delegated shareholders, intervening shares, and available votes remaining unchanged, the following votes are cast:
- in favor: n. 323,728,516 votes;
- against: n. 62,017 votes;
- abstentions: n. 10 votes.
I declare, on behalf of the Chairwoman, that the proposed resolution is approved by a majority.
* * * * * The Chairwoman moves on to the third item on the agenda and recalls that the meeting is called upon to examine and approve a proposal for authorization to purchase own shares, both ordinary and savings shares, subject to the revocation of the previous resolution passed by the meeting on May 15, 2025, for the part not yet executed, and whose aspects are
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contained in the relevant Explanatory Report of the Board of Directors.
I am therefore asked to read the proposal of the administrative body on the third item on the agenda, before opening the discussion, as well as to proceed with the voting operations, on its behalf.
I therefore put to discussion and vote the proposed resolution contained in the Explanatory Report of the Directors, the literal text of which is as follows:
“The Shareholders' Meeting of KME Group S.p.A., convened in ordinary session, having reviewed and approved the Explanatory Report of the Board of Directors,
resolves
(A) to revoke, for the unexecuted part, the resolution authorizing the purchase of ordinary and/or savings shares of KME Group SpA, passed by the shareholders' meeting on May 15 (fifteenth), 2025 (two thousand and twenty-five), effective from the date of the present resolution;
(B) to authorize the purchase of ordinary and/or savings shares of KME Group SpA, for the purposes indicated in the Report of the Board of Directors attached to the present minutes and therefore:
1. to authorize, pursuant to and for the effects of art. 2357 of the Civil Code, the purchase, in one or more tranches, for a period of eighteen months from the date of this resolution, of ordinary and/or savings shares, up to a maximum number which, taking into account the ordinary and/or savings shares of KME Group SpA from time to time held in portfolio by the Company and its controlled companies, does not exceed the maximum limit established by the applicable regulations, at a unit price for each individual purchase that is not less than 15% (fifteen percent) and not more than 15% (fifteen percent) compared to the reference price recorded by the shares in the stock market session preceding each individual purchase transaction or the date on which the price is set and, if the purchases are made on the regulated market, which is not in any case higher than the highest price between the price of the last independent transaction and the price of the highest current independent purchase offer on the same market. In the event that the number of shares exceeds that provided for by art. 2357 of the Civil Code, they should be cancelled within one year of purchase;
2. to mandate the Board of Directors, and for it its Chairman and the acting Vice-Chairmen, also severally, to determine the number of shares to be purchased in relation to each purchase program, within the scope of the purposes referred to above, prior to the commencement of the program itself and to proceed with the purchase of ordinary and/or savings shares in the manner established in the applicable provisions of Consob Regulation 11971/1999 (as subsequently amended) implementing art. 132 of the TUF, in compliance with the conditions relating to trading referred to in art. 3 of Regulation 1052 and with the gradualness deemed appropriate in the interest of the Company, granting all the broadest powers for the execution of the purchase transactions referred to in this resolution, as well as for any other related formality, including the possible appointment of authorized intermediaries pursuant to the law and with the power to appoint special proxies; the maximum financial commitment is set at Euro 5.0 (five point zero) million;
(C) to stipulate, pursuant to the law, that the purchases referred to in this authorization are contained within the limits of distributable profits and available reserves resulting from the last approved financial statements (including interim ones) at the time of the transaction and that, upon the purchase of ordinary and/or savings shares, the necessary accounting entries are made, in compliance with the legal provisions and applicable accounting principles.” I invite the Designated Representative to declare if there are any interventions from his delegates.
As there are no interventions, I now put to vote the proposed resolution contained in the Explanatory Report and proceed with the voting operations.
The Designated Representative announces that, with the number of delegated shareholders, shares intervened, and available votes unchanged, the following votes are cast:
- in favor: n. 323,591,560 votes;
- against: n. 198,973 votes;
- abstentions: n. 10 votes.
I declare, on behalf of the Chairwoman, that the proposed resolution is approved by majority.
* * * * * There being no further matters to resolve, the Chairwoman declares the meeting closed at 11:54 AM.
* * * * * At the Chairwoman's request, the following are attached to this document:
"A" List of attendees and voting results;
"B" Questions received pursuant to art. 127-ter TUF and related answers (in a single file);
"C" Explanatory reports on the agenda items (in a single file).
Copies, personal data processing, and use of artificial intelligence systems.
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This minute is signed by me, the notary, at 5:00 PM on this
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day, the fifteenth of June, two thousand and twenty-six.
Written using an electronic system by a person of my trust and completed by hand by me, the notary, this document consists of five sheets and occupies nine pages up to this point.
Signed Mario Notari
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REGISTRATION
[X] Act in terms of registration and payment of stamp duty pursuant to art. 1-bis of Tariff d.p.r. 642/1972.
STAMP DUTY
The stamp duty for the original of this deed and for the certified copy for registration purposes, as well as for the certified copy for the execution of any mortgage formalities, including transcription notes and annotation and transfer applications, is paid, where due, using the Unified Electronic Model (M.U.I.) pursuant to art. 1-bis, Tariff d.p.r. 642/1972.
This copy is issued:
[X] [ ]
[ ] [ ]Stamped: with payment of the duty using the Unified Electronic Model (M.U.I.), or through the competent Chamber of Commerce.
Stamped: with payment of the duty in virtual form, based on the authorization from the Revenue Agency of Milan dated February 9, 2007, no. 9836/2007.
Stamped: for uses permitted by law.
On plain paper: for uses permitted by law or as exempt by law.
CERTIFIED COPY
[X] [ ]Copy on electronic media: the text on the previous pages is compliant with the paper original, bearing the required signatures, pursuant to art. 22 Legislative Decree 82/2005, to be transmitted electronically for the uses provided by law.
Milan, date registered by the system at the time of digital signature.
Paper copy: the copy on the previous pages is compliant with the paper original, bearing the required signatures.
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Stamp duty paid in virtual form through the Metropolitan Chamber of Commerce of Milan-Monza-Brianza-Lodi, authorized by the Regional Directorate of Lombardy of the Revenue Agency no. 108375/2017 of July 28, 2017