Approval of the 2023 financial statements and of a dividend distribution equal to €0.60 per share (+33%)

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

Approval of the remuneration policy for 2024

Approval of the proposal to introduce increased voting rights, up to a maximum of two votes per share

The Shareholders’ Meeting of Buzzi SpA, which has taken place on 9 May 2024 (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 2023 and has resolved to distribute a dividend of €0.60 per share.
The dividend payment will be effected as from 22 May 2024, with detachment on 20 May 2024 of coupon no. 27, and with record date on 21 May 2024.

In 2023 consolidated net sales came in at €4,317.5 million vs. €3,995.5 million in 2022, while Ebitda stood at €1,243.2 million (€883.7 million in 2022). The income statement reported a consolidated net profit of €966.8 million vs. a profit of €458.8 million in 2022. As at 31 December 2023, the net financial position amounted to €798.0 million, up €509.8 million from €288.2 million at 2022 year-end. As at 31 December 2023, total equity, inclusive of non-controlling interests, stood at €5,632.0 million vs. €4,911.5 million at 2022 year-end. Consequently debt/equity ratio decreased to 35% from 53% in the previous year.
In 2022 the parent company Buzzi SpA reported a net profit of €238.4 million versus a net profit of €489.3 million in 2022, with a debt balance of €540.0 million compared to the debt balance of €763.3 million as of 31 December 2022.

Renewal of the authorization to the purchase/disposal of treasury shares
The Shareholders’ Meeting has resolved (after revoking the previous authorization adopted on 12 May 2023) to authorize the Board of Directors, for a length of 18 months, the buy-back of ordinary shares of the company up to a number which, taking into consideration the ordinary shares held from time to time in the portfolio by the company and its subsidiaries, does not overall exceed the maximum limit established by the applicable pro tempore regulations, and for a maximum amount of €200 million, under the terms and conditions of the Board of Directors’ proposal, 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 2023 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.

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 the policy regarding remuneration and fees paid, ex art. 123 ter, paragraph 6, of Legislative Decree no. 58/1998.

Amendments to Bylaws
Furthermore, in extraordinary session, the Shareholders' Meeting has resolved:
-    to amend art. 5 of the Bylaws in order to introduce the "increased voting rights" referred to in art. 127-quinquies, paragraph 1, of Legislative Decree no. 58/1998. The increased voting rights have been set at a maximum of two votes per share and may be obtained after the minimum period of 24 months required by law;
-    to amend art. 9 of the Bylaws in order to introduce, pursuant to art. 135-undecies.1 of Legislative Decree no. 58/1998, the possibility that the participation in the shareholders’ meeting and the exercise of voting rights take place exclusively through the representative appointed by the company.
This possibility was introduced by the recent Law no. 21 of 5 March 2024 with the inclusion of the new art. 135-undecies.1 in the TUF (Italian Consolidated Law on Finance).
The approved statutory amendments do not confer the right of withdrawal.
The amendments will take effect upon registration of the related resolutions in the Italian Business Register.

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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: ileana.colla@buzzi.com