Cesena (Italy), April 16, 2024 – Pursuant to article 144-octies of Issuers’ Regulation, It is hereby notified that the lists of candidates - together with the pertained required documents and information - for the appointment of the members of the Board of Directors, provided in the agenda of the ordinary part of Shareholders Meeting to be held on May 7, 2024, in single call, are available to the public at the Company’s registered office (Via Calcinaro, 2861, Cesena, Italy), at the Company’s website https://corporate.technogym.com/en/governance/shareholders-meetings and at the authorized storage mechanism called “eMarket STORAGE”, available at www.emarketstorage.com.
Regarding on this, it is hereby notified that the following two lists have been filed:
• List no. 1 filed by TGH S.r.l., which holds a participation equal to 33.78% of the share capital of the Company, composed by the following candidates listed in progressive order:
1. Alessandri Nerio
2. Alessandri Pierluigi
3. Alessandri Erica
4. Capelli Carlo
5. Cereda Maurizio
6. Dorigotti Chiara (*)
7. Giannelli Vincenzo (*)
8. La Manna Maria Cecilia (*)
9. Ferretti Peretti Melissa (*)
10. Scorsonetto Emanuele
(*) Candidates who declared tomeet the independence requirements pursuant to applicable law (article 147-ter, paragraph 4, and article 148, paragraph 3, of the Italian Legislative Decree February 24, 1998, no. 58) and pursuant to Corporate Governance Code for listed companies.
• List no. 2 filed by institutional investors which overall hold a participation equal to 4.95% of the share capital of the Company, composed by the following candidates listed in progressive order:
1. Francesco Umile Chiappetta (**)
2. Giovanna D’Esposito (**)
(**) Candidates who declared to meet the independence requirements pursuant to applicable law (article 147-ter, paragraph 4, and article 148, paragraph 3, of the Italian Legislative Decree February 24, 1998, no. 58) and pursuant to Corporate Governance Code for listed companies.
With reference to the other items of the Agenda of the Shareholders Meeting of the Company regarding the renewal of Board of Directors, the shareholder TGH S.r.l. proposed to the Shareholders Meeting:
(i) To fix in 10 the number of members of Board of Directors;
(ii) To fix in 3 years until the Shareholders Meeting convened for the approval of financial statement on December 31, 2026, the duration of the new Board of Directors;
(iii) To appoint the candidate Mr. Nerio Alessandri as Chairman of the Board of Directors;
(iv) to determine (a) the remuneration of the Board of Directors, for the entire duration of the mandate, in a total maximum amount of Euro10,500,000 (ten million five hundred thousand), gross of withholding taxes, in addition to the reimbursement of expenses incurred for the office, included in this total amount the remuneration for directors with particular offices, which will be determined by the Board of Directors pursuant to art. 2389, paragraph 3, of the Italian Civil Code also with reference to the remuneration for the appointment and participation in the committees established within the Board of Directors itself, excluding from this total amount any remuneration to be paid by virtue of any future incentive plans and (b) the minimum remuneration amount for each Director, included in the aforementioned maximum amount, equal to Euro 35,000 (thirty five thousand) gross per year, without prejudice to the additional remuneration for Directors with particular offices.
