biesse.com
Pesaro, 9 September 202 6
The Board of Directors of Biesse S.p.A. (" Biesse " or the " Company ") – a company listed on Euronext Milan, Euronext STAR Milan segment – meeting today, resolved to convene the Ordinary Shareholders' Meeting on 12 October 2026 at 10:00 a.m., in a single call , to discuss and resolve upon the following agenda:
1. Appointment of a member of the Board of Directors following co-optation pursuant to Article 2396 -undecies of the Italian Civil Code; related and consequent resolutions.
2. Amendment of the remuneration granted to the Board of Directors; related and consequent resolutions.
3. Update of the Report on the Remuneration Policy and Compensation Paid. Binding resolution on Section I of the report pursuant to Article 123 -ter, paragraphs 3 -bis and 3 -ter, of Legislative Decree No. 58/1998.
Further Resolutions of the Board of Directors During today's meeting, the Board of Directors also approved the update of Section I (Remuneration Policy) of the Report on the 2026 remuneration policy and 2025 compensation paid pursuant to Article 123 -ter of Legislative Decree No. 58/1998 ( the “TUF ”). The updated Report will be made available to the public within the statutory terms in its full version, including Section II (Compensation Paid), which, however, as it remains unchanged, will not be submitted to the Shareholders' Meeting for approval .
The Board of Directors, subject to the favorable opinion of the majority of independent directors, also approved the new Regulation governing the conduct of Shareholders' Meetings pursuant to Article 125 -bis.1 of the TUF . The text of the Regulation will be published on the Company's website.
The Board of Directors, upon recommendation by the Remuneration Committee and having obtained the favorable opinion of the Board of Statutory Auditors, has also resolved , Board of Directors resolves to convene the Ordinary Shareholders’ Meeting
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subject to the approval of the new overall remuneration of eur o 2,060,000.00 by the Shareholders' Meeting , to confirm the current allocation of compensation among the directors on a pro-
rata temporis basis, which also includes the compensation of Mr.
Stefano Porcellini, in the event of his appointment to the office of director by the upcoming Shareholders' Meeting (as will be proposed to the Sharoholders ’ Meeting by the Board of Directors).
With reference to Mr. Stefano Porcellini, should his appointment be confirmed by the upcoming Shareholders' Meeting, the Board of Directors has also confirmed, upon recommendation by the Remuneration Committee and with the favorable opinion of the Board of Statutory Auditors, the award to him of variable remuneration pursuant to article 2389, paragraph 3, of the italian civil code for the office of Deputy CEO , amounting to euro 120,000.00 per annum on a pro-rata temporis basis as an MBO target value, in addition to a bonus of euro 80,000.00 to be paid by April 2027, provided that by such date Mr. Porcellini's office has not terminated due to causes attributable to him.
At the same time, the Board of Directors has approved the performance objectives and the related measurement criteria upon which the vesting of the MBO component is contingent. The effectiveness of the determinations intended to take effect subsequent to the Shareholders' Meeting remains conditional upon the confirmation of Mr. Porcellini's appointment and the approval of the Shareholder resolutions concerning remuneration.
Filing of Documentation and Notice of Calling The notice of calling of the Ordinary Shareholders' Meeting, together with the explanatory reports of the Board of Directors on the items of the agenda , the updated Report on the 2026 Remuneration Policy and 2025 Compensation Paid, the Regulation governing the conduct of meetings pursuant to Article 125-bis.1 of the TUF , and the remaining documentation relating to
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the items on the agenda, will be made available to the public within the terms and in the manner provided by law at the Company's registered office, on the authorized storage mechanism 1info at www.1info.it , as well as in the dedicated sections of the Company's website at www.biesse.com .
The extract of the notice of calling will be published in the daily newspaper "Li bero " in accordance with the terms set forth in Article 125 -bis of the TUF.
BIESSE – We manufacture lines, machinery and components for making products, enhancing the potential of the wide range of materials processed by our customers. We simplify the production processes of customers working in the furniture, construction, automotive and aerospace sectors, courtesy of the skill of the people who work in our production sites around the world.
Founded in Italy in 1969 and liste d on the Italian Stock Exchange, we are driven by our international calling, which is manifested through a global network of showrooms, where customers can enjoy a multi -material experience.
Stefano Porcellini
Chief Financial Officer and Investor Relator