Gefran S p A : INFORMATIONS FOR SHAREHOLDERS

INFORMATIONS FOR SHAREHOLDERS

NOTICE OF ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

Shareholders are called to an Ordinary and Extraordinary Shareholders' Meeting to be held on 23 April 2024 at 5:00 p.m., in a sole call, deemed as held at GEFRAN S.P.A. registered office in Via Sebina, n.74, Provaglio d'Iseo (BS).

Following the entry into force of the Italian Law Decree no. 18/2020 so called "Decreto Cura Italia" - whose applicability was most recently extended, pursuant to article 1 of the Italian Law of 23 February 2024, no. 18, which converted, with amendments, the Italian Law Decree of 30 December 2023, no. 215 - the Shareholders' attendance at the Shareholders' Meeting shall be made exclusively through the Company-Designated Proxy Holder provided for by article 135-undecies of the Consolidated Law on Finance ("TUF"), without physical participation by the shareholders.

The Ordinary and Extraordinary Shareholders' Meeting is held to discuss and resolve the following

AGENDA

Ordinary part

1. Annual financial statements for the year ending 31 December 2023.
   Approval of the Annual Financial Statements as of 31 December 2023, complete with the Report on Operations of the Board of Directors, the Report of the Board of Statutory Auditors and the
   External Auditor's Report. Presentation of the Consolidated Financial Statements for the year ending 31 December 2023. Presentation of the Non-financial Statement prepared under Legislative Decree no. 254/2016. Related and consequent resolutions.
2. Allocation of profit for the year ending 31 December 2023.
   Approval of the proposed distribution of dividends. Related and consequent resolutions.
3. Allocation of profit for the year ending 31 December 2023.
   Allocation of the remaining portion of annual profit. Related and consequent resolutions.
4. Report on Remuneration Policy and on the compensation paid. Approval of the first section of the Report under paragraph 3-ter of art.123-ter of Legislative Decree no. 58/1998.
5. Report on Remuneration Policy and on the compensation paid. Consultation on the second section of the Report under paragraph 6 of art. 123-terof Legislative Decree no. 58/1998.
6. Appointment of the Board of Statutory Auditors for the three-year period 2024-2026.Appointment of the members of the Board of Statutory Auditors and its Chair.
7. Appointment of the Board of Statutory Auditors for the three-year period 2024-2026.Determination of the annual remuneration of the effective members of the Board of Statutory Auditors.
8. Appointment of the External Auditor
   Appointment of the External Auditor for the financial years 2025 to 2033, pursuant to Article 13, paragraph 1 of Legislative Decree No. 39 of 27 January 2010, as amended and integrated.
9. Appointment of the External Auditor Determination of the remuneration.
10. Withdrawal as far as non-used of the previous authorisation to buy and sell own shares and release of new authorisation.

GEFRAN SPA

Extraordinary Part

11. Proposal to amend Articles 9 and 16 of the Articles of Association. Related and consequent resolutions.

RIGHT TO ATTEND AND EXERCISE VOTING RIGHTS

The share capital amounts to Euro 14,400,000.00, divided into 14,400,000 ordinary shares at a value of Euro 1.00 each. Each share bears the right to one vote.

Pursuant to Article 2357-ter of the Italian Civil Code, the company's own shares are excluded from voting rights in accordance with the law, but they are included in the quorum for the purpose of determining the shares required for the constitution and deliberations of the meeting.

Pursuant to Article 2370 of the Italian Civil Code, to Article 83-sexies of TUF and Article 9 of the Company's Articles of Association, the right to participate in the Shareholders' meeting and the right to vote is determined by notification sent to the company by the intermediary according to their accounting books, in favour of the party bearing voting rights, as at the seventh trading day prior to the date scheduled for the shareholders' meeting, which is 12 April 2024. Shareholders who become owners of shares after 12 April 2024 will not be entitled to vote or participate in the shareholders' meeting.

REPRESENTATION IN THE MEETING

The Meeting may be attended exclusively by giving a proxy and/or sub-proxy to the Designated Representative.

Every shareholder holding the right to participate in the Shareholders' meeting can be represented by the Company-Designated Proxy Holder under art. art. 135-undecies, Legislative Decree no. 58/98 (TUF - Consolidated Law on Finance) granting to the Company-Designated Proxy Holder a proxy - with voting instructions - by using the form, prepared by the Company-Designated Proxy Holder in agreement with Gefran S.p.A., available on the Company website in the Investor relations / Governance / Shareholders' Meetings section (https://www.gefran.com/governance/shareholders-meetings).

The proxy form with the voting instructions must be sent in the manners and within the terms described in the notice.

Furthermore, to the Company-Designated Proxy Holder may be conferred delegation or sub-delegations pursuant to Article 135-novies of the TUF, also as an exception to the provisions of Article 135-undecies, paragraph 4 TUF, following the instructions described in the form available on the Company website in the

Investor relations / Governance / Shareholders' Meetings section(https://www.gefran.com/governance/shareholders-meetings).

Delegations can be granted within 22 April 2024. With the same manners and within the same term, the entitled Shareholders can withdraw the delegation/sub-delegations and the voting instructions.

RIGHT TO PROPOSE QUESTIONS ON THE TOPICS ON THE AGENDA

Pursuant to Article 127-ter of Legislative Decree no. 58/98, Shareholders are entitled to propose questions related to the Agenda up until seven open market days before the Shareholders' meeting (record date), therefore within 12 April 2024 to the certified electronic mail address gefran@legalmail.it. In order to exercise the right to vote the Company should receive notification from the brokers holding the stock certificates for the shares owned by such Shareholders. The Company shall provide an answer to such questions within three days before the Shareholders' Meeting, that is, by 18 April 2024, through its website in the Investor relations / Governance / Shareholders' Meetings section (https://www.gefran.com/governance/shareholders- meetings).

GEFRAN SPA