Approval of the 2024 financial statements and of a dividend distribution equal to €0.70 per share (+17% compared to 2023)

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

Approval of the remuneration policy for 2025

Approval of the proposal to introduce the provision that the attestation on the compliance of the sustainability reporting may be issued by an executive other than the manager responsible for preparing the company's financial reports

The Shareholders’ Meeting of Buzzi SpA, which has taken place on 13 May 2025 (with the sole attendance of the Appointed Representative pursuant to the provisions of art. 9 of the Bylaws), has approved the financial statements for the year ended 31 December 2024 and has resolved to distribute a dividend of €0.70 per share.
The dividend payment will be effected as from 21 May 2025, with detachment on 19 May 2025 of coupon no. 28, and with record date on 20 May 2025.

In 2024 consolidated net sales came in at €4,313.0 million, in line with €4,317.5 million in 2023, while Ebitda stood at €1,276.1 million (€1,243.2 million in 2023). The income statement reported a consolidated net profit of €942.5 million vs. a profit of €966.8 million in 2023. As at 31 December 2024, the net financial position was still positive and amounted to €755.2 million (€798.0 million at 2023 year-end. As at 31 December 2024, total equity, inclusive of non-controlling interests, stood at €6,606.1 million vs. €5,632.0 million at 2023 year-end. Consequently debt/equity ratio decreased to 31% from 35% in the previous year.
In 2024 the parent company Buzzi SpA reported a net profit of €293.6 million versus a net profit of €238.4 million in 2023, with a debt balance of €556.3 million compared to the debt balance of €540.0 million as of 31 December 2023.

Renewal of the authorization to the purchase/disposal of treasury shares
The Shareholders’ Meeting has resolved (after revoking the previous authorization adopted on 9 May 2024) 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 €400 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 permitted trading venues, according to Borsa Italiana SpA rules or the regulations of the other authorized trading venues, in any case 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. Furthermore, the purchase of treasury shares may also be carried out for the potential subsequent cancellation of the shares held by the company, under the terms and conditions that may be resolved upon by the competent corporate bodies.
Based on the previous authorization of the ordinary Shareholders’ Meeting of 9 May 2024 no. 4,106,960 ordinary shares were purchased, equal to 2.132% of capital stock.
As of today the company owns no. 11,601,276 ordinary treasury shares equal to 6.023% of capital stock.

Report on remuneration
The Shareholders’ Meeting has:
- approved Section I of the Report on remuneration policy and compensation 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.

Integration of the Board of Statutory Auditors
The Shareholders' Meeting has integrated the Board of Statutory Auditors by appointing, upon proposal of a group of asset management companies and institutional investors, Massimo De Buglio as alternate statutory auditor. He has declared that he meets the requirements established by the Bylaws and applicable regulations and that he qualifies as independent pursuant to the Corporate Governance Code and current legislation.

Amendments to Bylaws
Furthermore, in extraordinary session, the Shareholders' Meeting has resolved to amend art. 21 of the Bylaws in order to introduce the provision that the attestation on the compliance of the sustainability reporting pursuant to art. 154-bis, paragraph 5-ter, of Legislative Decree no. 58/98 may be issued by an executive other than the manager responsible for preparing the company’s financial reports.

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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