Eurotech: The Board Of Directors Approves A Reserved Capital Increase

The Board of Directors approves a capital increase reserved to the relative majority shareholder “Emera” S.r.l., to the shareholder “La Società Privata” società semplice and to “Finanziaria Regionale Friuli Venezia Giulia” (Friulia) S.p.A. for a total of Euro 7,677,328.23.

By-laws brought into line with the applicable regulations on takeover bids.

Amaro (UD), 10 November 2026 – Eurotech S.p.A. (“Eurotech” or the “Company”) announces that, today, the Board of Directors, in partial exercise of the authority to increase the share capital, up to a maximum amount of Euro 20 million, granted to it by the Extraordinary Shareholders’ Meeting of 29 April 2026 pursuant to Article 2443 of the Italian Civil Code, resolved upon a paid, divisible capital increase, excluding pre-emption rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for an amount of Euro 1,640,454.75 plus a share premium of Euro 6,036,873.48, and therefore for a total of Euro 7,677,328.23 (the “Capital Increase”), through the issue of a total of 6,561,819 new ordinary shares – with no express par value, having the same characteristics as those outstanding and with regular dividend entitlement –, at a subscription price of Euro 1.170 per share (of which Euro 0.250 to be allocated to share capital and Euro 0.920 to share premium), to be subscribed by 30 November 2026 and paid in cash, of which:

• nominal Euro 1,106,267.00, plus a share premium of Euro 4,071,062.56, and therefore Euro 5,177,329.56, through the issue of 4,425,068 new ordinary shares, reserved for subscription by the relative majority shareholder Emera S.r.l. (“Emera”);
• nominal Euro 213,675.00, plus a share premium of Euro 786,324.00, and therefore Euro 999,999.00, through the issue of 854,700 new ordinary shares, reserved for subscription by the shareholder La Società Privata società semplice (“La Società Privata”);
• nominal Euro 320,512.75, plus a share premium of Euro 1,179,486.92, and therefore Euro 1,499,999.67, through the issue of 1,282,051 new ordinary shares, reserved for subscription by Finanziaria Regionale Friuli Venezia Giulia – Società per Azioni – Friulia S.p.A. (“Friulia”).

The Capital Increase is part of the broader process of strengthening the Company’s capital and financial position carried out in recent years and is aimed at supporting the efficiency and relaunch path of the Company and the Eurotech Group.

As the conditions precedent to which the respective subscription commitments of these investors were subject have been satisfied, the Capital Increase was subscribed by Emera and La Società Privata today and, as regards Friulia, its subscription is expected by the day following today’s Capital Increase resolution. It should also be noted that Emera’s payment of the Capital Increase takes place, for Euro 1,177,330.05, through the conversion into share capital (and share premium) of capital contributions for future capital increases already made, thereby extinguishing the related reserve, while the remaining amount of Euro 3,999,999.51 is paid against, and in replacement of, the previous commitments to make capital contributions for future capital increases already disclosed to the market, all as more fully described in the explanatory report referred to below.

Following full subscription of the Capital Increase, based on the information available to the Company, Emera holds a total of 23,967,314 Eurotech shares, equal to approximately 36.211% of the share capital, La Società Privata holds a total of 5,554,697 Eurotech shares, equal to approximately 8.392% of the share capital, and Friulia will hold a total of 1,282,051 Eurotech shares, equal to approximately 1.937% of the share capital.

The subscription price of the newly issued shares was determined by the Board of Directors with the support of Ambromobiliare S.p.A. as independent financial advisor, which issued its fairness opinion on the identification of the most appropriate criterion for determining such price and on the fairness of the latter.

Furthermore, pursuant to Article 2441, paragraph 6, of the Italian Civil Code and Article 158 of Legislative Decree 58/1998 (“TUF”), the fairness of the issue price of the new Eurotech shares was confirmed in a specific report by the independent auditing firm BDO Audit Services S.r.l. (“BDO”).

Since Emera is a related party of Eurotech – as (i) it exercises at least significant influence over Eurotech, being the relative majority shareholder and the entity that expresses the entire Board of Directors of Eurotech, and (ii) Eurotech directors Aldo Fumagalli and Davide Albino Carando in turn exercise significant influence over Emera (being indirect shareholders as well as members of its management body) –, the Capital Increase (for the portion reserved for subscription by Emera) was approved by the Board of Directors following the favourable opinion of the Related Parties Committee and with the abstention of directors Fumagalli and Carando, in application of Eurotech’s procedure for related party transactions.

With reference to the subscription by Emera, the Capital Increase, based on the only materiality index applicable to this transaction (i.e. the countervalue materiality index), qualifies as a “major” related party transaction. The Company has therefore prepared the information document required for “major” transactions pursuant to Article 5 of Consob Regulation No. 17221/2010 governing related party transactions; this information document, to which reference is made for any further details, will be made available in the manner and within the terms provided by law, together with the opinion of the Company’s Related Parties Committee and the fairness opinion of Ambromobiliare S.p.A.

For further information, reference is made to the explanatory report of the Board of Directors pursuant to Article 2441, paragraph 6, of the Italian Civil Code, containing the information required by applicable regulations and made available to the public today, together with the BDO report, on the Company’s website www.eurotech.com (in the Investors section) and on the authorised storage mechanism “1info” available at www.1info.it.

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Finally, it should be noted that, also today, the Board of Directors of Eurotech, by virtue of the powers conferred on it by the By-laws, amended their text solely to bring it into line with current legislation. In particular, following the repeal of Article 106, paragraph 1-ter, TUF by Legislative Decree 47/2026, the corresponding clause of Article 5, paragraph 6, of the By-laws, which set the relevant threshold for triggering the mandatory takeover bid obligation at 40% of the share capital (or voting rights), has been removed.

The minutes of the resolution and the updated By-laws will be made available to the public within the terms provided by applicable regulations at the registered office, on the Company’s website www.eurotech.com (Investors / Corporate Governance / Governance Documents section), and on the authorised storage mechanism “1Info”.