Approval of the 2022 financial statements and of a dividend distribution equal to €0.45 per share (+12.5%)

Renewal of the authorization to the purchase and disposal of treasury shares

Appointment of the Board of Directors and the Statutory Auditors’ Committee

Approval of the remuneration policy for 2023

Adjustment of the fees for the assignment of the statutory audit for the years 2023-2031

Approval of the company name change to Buzzi SpA

The Board of Directors following the shareholders’ meeting confirms Veronica Buzzi as Chairman, Pietro Buzzi as Managing Director and appoints Dirk Beese as General Manager

The Shareholders’ Meeting of Buzzi Unicem SpA, which has taken place on 12 May 2023 (with the sole attendance of the Appointed Representative in compliance with art. 106 of Decree Law no. 18 dated 17 March 2020, as extended), has approved the financial statements for the year ended 31 December 2022 and has resolved to distribute a dividend of €0.45 per ordinary share.
The dividend payment will be effected as from 24 May 2023, with detachment on 22 May 2023 of coupon no. 26, and with record date on 23 May 2023.

In 2022 consolidated net sales came in at €3,995.5 million vs. €3,445.6 million in 2021, while Ebitda stood at €883.7 million (€794.6 million in 2021). The income statement reported a consolidated net profit of €458.8 million vs. a profit of €541.9 million in 2021. As at 31 December 2022, the net financial position amounted to €288.2 million, up €52.7 million from €235.5 million at 2021 year-end. As at 31 December 2022, total equity, inclusive of non-controlling interests, stood at €4,911.5 million vs. €4,375.2 million at 2021 year-end. Consequently debt/equity ratio decreased to 53% from 58% in the previous year.
In 2022 the parent company Buzzi Unicem SpA reported a net profit of €489.3 million versus a net profit of €223.2 million in 2021, with a cash flow of €520.3 million.

Renewal of the authorization to the purchase/disposal of treasury shares
The Shareholders’ Meeting has resolved (after revoking the unused part of the previous authorization adopted on 12 May 2022) to authorize the Board of Directors, for a length of 18 months, to buy-back a maximum of additional no. 10,000,000 ordinary shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €200 million and a purchase price ranging from a minimum to a maximum per share of respectively no less and no more than 10% compared to the reference price of the ordinary share recorded in the stock market session of the day before the completion of each individual transaction.
The treasury shares can be purchased on the market, according to Borsa Italiana rules, in accordance with art. 144 bis, paragraph 1, letters b), c) and d) ter of Consob Regulation no. 11971/99 and subsequent amendments. Moreover, the company can avail itself also of the procedure provided by possible market rules approved by Consob, in so far as they are applicable, as well as of those pursuant to art. 5 of Regulation (EU) no. 596/2014.
The above authorization is required to allow the company to intervene in case of fluctuation of the shares price beyond the normal market volatility, within the extent allowed by the law and the market rules, as well as to give the company an instrument for liquidity investment. The authorization is also required to allow the company to purchase treasury shares in order to use them as a payment in extraordinary transactions, also of equity interest swap or of conversion of bonds of possible future issuance, or for distribution, for a consideration or without consideration, to directors and employees of the company or its subsidiaries as well as for allocation to shareholders without consideration. 
Based on the previous authorization of the ordinary Shareholders’ Meeting of 12 May 2022 no treasury shares were purchased or sold.
As of today the company owns no. 7,494,316 ordinary treasury shares equal to 3.891% of capital stock.

Appointment of the Board of Directors and the Statutory Auditors’ Committee
The Shareholders’ Meeting has appointed the new corporate bodies for three years, i. e. until the Shareholders’ Meeting for the approval of the financial statements as of 31 December 2025.
The Shareholders’ Meeting has fixed the number of Board of Directors’ members at 10 with the appointment of Messrs Veronica Buzzi, Pietro Buzzi, Luigi (Gigi) Buzzi, Luigi Buzzi, Paolo Burlando, Aldo Fumagalli Romario, Linda Orsola Gilli, Antonella Musy and Giovanna Vitelli (drawn from the list submitted by the majority shareholder, which has obtained 74.025303% of the votes on the represented capital) and Marcella Logli (drawn from the minority list submitted by a group of institutional investors, which has obtained 25.842414% of the votes on the represented capital).
Directors Aldo Fumagalli Romario, Linda Orsola Gilli, Antonella Musy, Giovanna Vitelli and Marcella Logli have declared that they meet the criteria required by the TUF (Consolidated Law on Finance) and by the Corporate Governance Code of the listed companies to be classified as independent.
The Shareholders’ Meeting has also appointed the Statutory Auditors’ Committee in the persons of Paola Lucia Giordano and Giorgio Zoppi, regular members, and Roberto D’Amico, alternate member (drawn from the list submitted by the majority shareholder, which has obtained 67.723234% of the votes on the represented capital) and Raffaella Pagani, who is entitled to chair the Committee, and Maurizio Di Marcotullio and Giulia De Martino, alternate members (drawn from the minority list submitted by a group of institutional investors, which has obtained 31.511487% of the votes on the represented capital).
Director Luigi Buzzi has communicated that he holds no. 20,680 company shares, while Director Marcella Logli and the Chairman of the Statutory Auditors’ Committee Raffaella Pagani have communicated that they do not hold company shares. As for the other directors and statutory auditors appointed today, who have been previously in office, please refer to the information reported on the company’s website (https://www.buzziunicem.com/board-of-directors).
The directors and statutory auditors’ curricula are available on the company’s website attached to the lists filed (https://www.buzziunicem.com/202).
The company has sincerely thanked the outgoing directors and statutory auditor for the quality of their involvement and professional contribution during many years of efficient cooperation. Special thanks have gone to Michele Buzzi, who throughout his extended tenure as Managing Director, with commitment and passion, has played a decisive role in promoting the growth and success of Buzzi Unicem.

Report on remuneration
The Shareholders’ Meeting has:
- approved Section I of the Report on the policy regarding remuneration and fees paid, ex per art. 123 ter, paragraph 3 bis and 3 ter, of Legislative Decree no. 58/1998;
- expressed a favorable non-binding vote on Section II of the Report on remuneration policy and compensation paid, ex art. 123 ter, paragraph 6, of Legislative Decree no. 58/1998.

Adjustment of the fees for the assignment of the statutory audit for the years 2023-2031
The shareholders' meeting, upon the motivated proposal of the Statutory Auditors’ Committee, has approved the update of the fees for the audit of the statutory financial statements of Buzzi Unicem SpA for the financial years 2023-2031, considering the implementation from 1 January 2023 of the corporate structure revision of the cement operations in Italy.

Approval of the company name change to Buzzi SpA
In extraordinary session, the Shareholders' Meeting has resolved on the change of the company name from Buzzi Unicem SpA to Buzzi SpA.
The amendment will take effect upon registration of the related resolution in the Italian Business Register.

Appointment of corporate offices
The Board of Directors, which has met right after the Shareholders’ Meeting, has confirmed Veronica Buzzi as Chairman and Pietro Buzzi as Managing Director, conferring him the powers and executive authorizations.
The Board of Directors has assessed that the independence criteria pursuant to the TUF (Consolidated Law on Finance) as well as the Corporate Governance Code of Borsa Italiana are satisfied by Directors Aldo Fumagalli Romario, Linda Orsola Gilli, Antonella Musy, Giovanna Vitelli and Marcella Logli, based on the information provided by them and available to the company.
The Statutory Auditors’ Committee has informed the Board of Directors that it has verified the compliance with the criteria allowing to qualify its members as independent, also with respect to the Corporate Governance Code of Borsa Italiana referring to the independence requirements of the directors.
The Board of Directors has renewed the Control and Risk Committee in the persons of the independent directors Aldo Fumagalli Romario (Chairman) and Antonella Musy and the non-executive director Paolo Burlando and the Committee for related party transactions in the persons of the independent directors Aldo Fumagalli Romario (Chairman), Linda Orsola Gilli and Giovanna Vitelli.
Finally, Elisa Bressan has been confirmed in the position of manager responsible for preparing the company’s financial reports until the Shareholders’ Meeting that shall approve the financial statements for the year ended as at 31 December 2025.

Appointment of the General Manager
The Board of Directors, pursuant to art. 18 of the Bylaws, has appointed Dirk Beese as General Manager of the group. In 1997 Mr. Beese started his career with Buzzi, where he built a long and proven track record, assuming, in the last twenty years, first the role of CFO in the United States of America and then that of CEO Dyckerhoff. He will take up the new office effective from 1 July 2023.

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The manager responsible for preparing the company’s financial reports, Elisa Bressan, declares, pursuant to paragraph 2 of Article 154 bis of the TUF (Consolidated Law on Finance), that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Company contacts:
Investor Relations Assistant
Ileana Colla
Phone. +39 0142 416 404
Email: icolla@buzziunicem.it