Exhibit 99.1

 

Published on April 6, 2023

Convening Notice

to the Ordinary and Extraordinary General Meeting of Shareholders

On May 24, 2023

Shareholders of Stevanato Group S.p.A. (“Stevanato” or the “Company”) are invited to attend the ordinary and extraordinary shareholders’ meeting (the “Shareholders’ Meeting”) which will be held - in compliance with Article 106, fourth paragraph, second sentence, of the Italian Law Decree no. 18 of March 17, 2020, providing for “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, as subsequently amended and extended, and Articles 10 and 11 of the Company’s bylaws (the “Bylaws”) - solely via teleconference, on May 24, 2023 at 4 p.m. CEST (10 a.m.- EDT) , on single call, to discuss and resolve on the following

Agenda

Ordinary session

 

1.

Approval of the financial statements for the financial year ended on December 31, 2022; presentation of the reports of the Board of Directors and of the External Auditor EY S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2022; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2022; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating and Corporate Governance Committee; related resolutions.

 

2.	Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions.

 

3.	Compensation of the members of the Board of Directors; related resolutions.

 

4.	Appointment of the External Auditor for the auditing of the Company’s and the consolidated financial statements for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025; related resolutions.

 

5.	Authorization for the purchase and the disposal of ordinary and class A treasury shares; related resolutions.

Extraordinary session

 

1.	Amendment to Article 11.3 of the Bylaws; related resolutions.

*        *        *

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290

 

I. Right to attend and vote at the Shareholders’ Meeting

Pursuant to Article 2355 of the Italian Civil Code and Articles 7.1, 7.6 and 11 of the Bylaws, the right to attend and/or vote at the Shareholders’ Meeting is regulated as follows:

 

(i)

persons, other than Stevanato itself, being registered on the Company’s Shareholders’ Book (Libro Soci) as holders of Class A shares on the Shareholders’ Meeting date (such persons, the “Class A Shareholders”) are entitled to attend and vote at the Shareholders’ Meeting according to the modalities set out in paragraph II.1 below;

 

(ii)

persons, other than Stevanato itself, being registered on both the Company’s US Shareholders’ Register and the Company’s Shareholders’ Book (Libro Soci) as holders of ordinary shares at the closing of the trading day (according to the New York time zone) falling on the twenty-fifth day preceding the Shareholders’ Meeting date (or, in case such day is not a trading day, on the preceding trading day), i.e. on April 28, 2023, at 4 p.m. EDT (10 p.m. CEST) (such date, the “Record Date”; such persons, the “Registered Shareholders”) are entitled to attend and vote at the Shareholders’ Meeting according to the modalities set out in paragraph II.1 below;

 

(iii)

persons, other than Stevanato itself, holding, directly or through brokers or other intermediaries, the beneficial ownership of the ordinary shares deposited at the Depositary Trust Company and registered on both the Company’s US Shareholders’ Register and the Company’s Shareholders’ Book (Libro Soci) in the name of Cede & Co. (the “Holder of Record”) at the Record Date (such persons, the “Beneficial Shareholders”) are entitled to vote at the Shareholders’ Meeting collectively, through the Holder of Record, by giving voting instructions to Computershare S.p.A. (“Computershare IT”), in its capacity as substitute proxy specifically appointed by the Holder of Record, in relation to all or part of the items on the agenda, according to the modalities set out in paragraph II.2 below.

For the sake of clarity, persons being registered on both the Company’s US Shareholders’ Register and the Company’s Shareholders’ Book (Libro Soci) as holders of ordinary shares, or persons acquiring the beneficial ownership of the ordinary shares, after the Record Date shall not be entitled to attend and vote at the Shareholders’ Meeting.

Persons being registered on both the Company’s US Shareholders’ Register and the Company’s Shareholders’ Book (Libro Soci) after the Record Date but prior to the opening of the Shareholders’ Meeting shall be regarded, respectively, as absent from the Shareholders’ Meeting and not voting in favor of the resolutions approved by the shareholders at the Shareholders’ Meeting for the purpose of challenging such resolutions pursuant to Article 2377 of the Italian Civil Code. However, Beneficial Shareholders being such on the Record Date and obtaining registration on both the Company’s US Shareholders’ Register and the Company’s Shareholders’ Book (Libro Soci) prior to the Shareholders’ Meeting date shall be entitled to challenge the resolutions approved by the Shareholders’ Meeting pursuant to Article 2377 of the Italian Civil Code subject to providing proof not to have voted in favor of the relevant resolutions as Beneficial Shareholders.

II. Modalities of attendance and voting at the Shareholders’ Meeting

II.1 Class A Shareholders and Registered Shareholders

Class A Shareholders and Registered Shareholders have the right to attend and vote at the Shareholders’ Meeting either in person, via teleconference, or by a representative appointed, according to the provisions of Article 2372 of the Italian Civil Code, by means of a proxy granted in writing or through a document electronically signed pursuant to Italian Legislative Decree no. 82 of March 7, 2005 (such representative, the “Proxy”).

Computershare IT is available to serve as Proxy for Class A Shareholders and Registered Shareholders and vote at the Shareholders’ Meeting on their behalf, in relation to all or part of the items on the agenda, according to the instructions received, at no costs or expenses for Class A Shareholders and Registered Shareholders.

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290

 

Without prejudice to the shareholders’ rights set forth by the applicable law, Class A Shareholders and Registered Shareholders are requested to inform the Company in advance of their intention to attend personally (or, if legal entities, by the legal representative or other attorney) the Shareholders’ Meeting via teleconference, to appoint a Proxy, or to give voting instructions to Computershare IT.

To this end, the holders of Class A shares as of the Record Date and Registered Shareholders will receive, respectively, from the Company or the Transfer Agent and Registrar Computershare Inc. (“Computershare US”), at the address resulting from the Shareholders’ Book (Libro Soci), (i) this notice, (ii) a form to be completed by the Class A Shareholders and Registered Shareholders intending to attend personally (or, if legal entities, by the legal representative or other attorney) the Shareholders’ Meeting to provide the participants’ relevant personal information (the “Participant Information Form”), and (iii) a form to be completed by the Class A Shareholders and Registered Shareholders in order to appoint Computershare IT or another Proxy to attend and vote at the Shareholders’ Meeting on their behalf and provide it with voting instructions on the items on the agenda (the “Proxy Card”). Instructions for completing and returning, as applicable, the Participant Information Form or the Proxy Card to the Company or Computershare US and joining the Shareholders’ Meeting via teleconference shall be included therein.

Class A Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required attachments, to the Company (or, in case Computershare IT is appointed as Proxy, to Computershare IT) preferably by May 19, 2023, at 4.30 p.m. EDT (10.30 p.m. CEST) .

Registered Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required attachments, to Computershare US by May 19, 2023, at 4.30 p.m. EDT (10.30 p.m. CEST).

Stevanato will provide Class A Shareholders and Registered Shareholders or Proxies attending personally the Shareholders’ Meeting with the teleconference access link no later than May 23, 2023 , at 4 p.m. EDT (10 p.m. CEST) [TBC], by notice sent to the e-mail address included to this purpose in the Participant Information Form or in the Proxy Card submitted by each Class A Shareholder and Registered Shareholder.

In order to be admitted to attend the Shareholders’ Meeting, if so requested by the Chairman of the Shareholders’ Meeting, Class A Shareholders, Registered Shareholders and Proxies shall identify themselves by presenting an identity document. Proxies shall also present, if so requested by the Chairman of the Shareholders’ Meeting, a copy of the Proxy Card or other proxy issued by the relevant Class A Shareholders and Registered Shareholders.

II.2 Beneficial Shareholders

Beneficial Shareholders have the right to give voting instructions to Computershare IT, in its capacity as substitute proxy specifically appointed by the Holder of Record, in relation to all or part of the items on the agenda of the Shareholders’ Meeting, at no costs or expenses for them.

To this end, Beneficial Shareholders shall receive by the respective brokers/intermediaries or by the voting service providers appointed by the latter the form to be used to provide Computershare IT with voting instructions in relation to the matters on the agenda at the Shareholders’ Meeting (the “Voting Instruction Form”), as well as instructions regarding the completion and transmission of the Voting Instruction Form.

III. Shareholders’ Meeting materials

In accordance with the applicable law provisions, the following documents will be made available, by the Record Date, to Class A Shareholders and Registered Shareholders, at the Company’s registered office, at Via Molinella, 17, 35017 Piombino Dese – Padua (Italy), and, also to Beneficial Shareholders and the public, on the Company’s website, section Corporate Governance – Shareholders’ Meeting 2023

https://ir.stevanatogroup.com/corporate-governance/2023-shareholders-meetings

 

●

this Convening Notice;

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290

 

●

Explanatory Report on the matters on the agenda of the Shareholders’ Meeting, including full texts of the resolutions to be proposed to the Shareholders’ Meeting;

 

●

Stevanato’s Draft Financial Statements for the financial year ended on December 31, 2022;

 

●

Directors’ Report for the financial year ended on December 31, 2022;

 

●

Report of the External Auditor EY S.p.A. on the Stevanato’s Draft Financial Statements for the financial year ended on December 31, 2022;

 

●

Stevanato’s Consolidated Financial Statements for the financial year ended on December 31, 2022;

 

●

Sustainability Report for the financial year ended on December 31, 2022;

 

●

Reports of the Audit Committee, of the Compensation Committee, and of the Nominating and Corporate Governance Committee for the financial year ended on December 31, 2022;

 

●

Substantiated Proposal of the Audit Committee in relation to the appointment of the External Auditor for the auditing of the Company’s and the consolidated financial statements for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025;

 

●

Draft Restated Bylaws.

The aforementioned documents may be examined at the Company’s registered office only if so permitted by the applicable laws.

*        *        *

The Executive Chairman of the Board of Directors

Franco Stevanato

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290

		Exhibit 99.2

 

STEVANATO GROUP S.P.A.

ORDINARY AND EXTRAORDINARY

SHAREHOLDERS’ MEETING

ON MAY 24, 2023

EXPLANATORY REPORT ON THE ITEMS

ON THE AGENDA

 

 

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290

 

 

 

 

 

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			2

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

This report (the “Explanatory Report”) was drafted by the board of directors of Stevanato Group S.p.A. (respectively, the “Board of Directors” and “Stevanato” or the “Company”) in relation to the ordinary and extraordinary meeting of the Company’s shareholders convened, on single call, on May 24, 2023, at 4:00 p.m. CEST (10:00 a.m. EDT), by notice published on April 6, 2023 (the “Convening Notice”), to discuss and resolve on the following agenda:

Ordinary session

 

1.

Approval of the financial statements for the financial year ended on December 31, 2022; presentation of the reports of the Board of Directors and of the External Auditor EY S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2022; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2022; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating and Corporate Governance Committee; related resolutions.

 

2.	Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions.

 

3.	Compensation of the members of the Board of Directors; related resolutions.

 

4.	Appointment of the External Auditor for the auditing of the Company’s and the consolidated financial statements for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025; related resolutions.

 

5.	Authorization for the purchase and the disposal of ordinary and class A treasury shares; related resolutions.

Extraordinary session

 

1.	Amendments to Article 11.3 of the Bylaws; related resolutions.

(the “Agenda” and the “Shareholders’ Meeting”).

This Explanatory Report was drafted to the benefit of (i) the holders of Class A shares and of ordinary shares registered on the Company’s US Shareholders’ Register and/or on the Company’s Shareholders’ Book (Libro Soci) in the shareholders’ name, being entitled to attend and vote at the Shareholders’ Meeting as specified in the Convening Notice (respectively, the “Class A Shareholders” and the “Registered Shareholders”), and of (ii) the holders of the beneficial ownership of the ordinary shares deposited with the Depositary Trust Company and registered on the Company’s US Shareholders’ Register and on the Company’s Shareholders’ Book (Libro Soci) in the name of Cede&Co., being entitled to give voting instructions to Computershare S.p.A., in its capacity as substitute proxy specifically appointed by Cede&Co., in relation to all or part of the items on the Agenda, as specified by the Convening Notice (the “Beneficial Shareholders”), and includes certain information concerning the items on the Agenda and the proposals submitted to the Shareholders’ Meeting.

In particular, this Explanatory Report aims at providing Class A Shareholders, Registered Shareholders and Beneficial Shareholders with the information necessary - together with the reports of the Board of Directors, of the Committees and of the External Auditor EY S.p.A. referred to below – to fully and effectively exercise the respective voting rights.

Please note that Stevanato Group’s ordinary shares are exempt from the proxy rules of the United States Securities Exchange Act of 1934, as amended, and that this Explanatory Report does not constitute a proxy statement or a solicitation of proxies.

*        *        *

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			3

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

Ordinary session

 

1.

Approval of the financial statements for the financial year ended on December 31, 2022; presentation of the reports of the Board of Directors and of the External Auditor EY S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2022; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2022; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating and Corporate Governance Committee; related resolutions.

Pursuant to Italian law and to the Company’s by-laws (the “By-laws”), Stevanato Group’s shareholders shall annually resolve, at the ordinary shareholders’ meeting, on the approval of the Company’s individual financial statements for the previous financial year, within a six months term from its ending.

Therefore, we submit to Stevanato Group’s shareholders, for their examination and approval at the Shareholders’ Meeting, the Company’s Draft Financial Statements for the financial year ended on December 31, 2022, approved by the Board of Directors on April 5, 2023, which show net profits amounting to Euro 35,521,807.00.

Moreover, in compliance with the applicable Italian law provisions, we present to Stevanato Group’s shareholders, for their examination and acknowledgment, the following documents containing more information on the Company’s Draft Financial Statements, as well as on the Company’s current and prospective situation and on the activities carried out by Stevanato Group, individually and through its controlled companies, in the financial year ended on December 31, 2022:

 

–

Stevanato Group’s Consolidated Financial Statements for the financial year ended on December 31, 2022, approved by the Board of Directors on April 5, 2023;

 

–

Sustainability Report for the financial year ended on December 31, 2022, approved by the Board of Directors on April 5, 2023;

 

–

Directors’ Report for the financial year ended on December 31, 2022, approved by the Board of Directors on April 5, 2023; and

 

–

Report of the External Auditor, to be issued by EY S.p.A. by April 28, 2023 (i.e., the Record Date).

As provided for by the Charters of the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee, we also present to Stevanato Group’s shareholders, for their examination and acknowledgment, the following documents containing more information on the activities carried out by the mentioned Committees, as well as on the current directors’ and managers’ compensation structure and policy and on the current corporate governance system of the Company:

 

–

Report of the Audit Committee for the financial year ended on December 31, 2022, approved by the Audit Committee on April 4, 2023;

 

–

Report of the Compensation Committee for the financial year ended on December 31, 2022, approved by the Compensation Committee on April 3, 2023;

 

–

Report of the Nominating and Corporate Governance Committee for the financial year ended on December 31, 2022, approved by the Nominating and Corporate Governance Committee on April 3, 2023.

Stevanato Group’s Draft Financial Statements for the financial year ended on December 31, 2022, together with the other above mentioned documents, will be made available by the Record Date, to Class A Shareholders and Registered Shareholders, at the Company’s registered office, at Via Molinella, 17, 35017 Piombino Dese – Padua (Italy), and, also to Beneficial Shareholders and the public, on the Company’s website, section Corporate Governance – Shareholders’ Meeting 2023, at the address https://ir.stevanatogroup.com/corporate-governance/2023-shareholders-meetings

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			4

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

Based on the above, Stevanato Group’s shareholders are asked to approve the following resolution:

“The Shareholders’ Meeting

 

–

having examined Stevanato Group’s Financial Statements for the financial year ended on December 31, 2022, in the draft presented by the Board of Directors, which show net profits amounting to Euro 35,521,807.00;

 

–

having examined the Directors’ Report;

 

–

having examined the Report of the External Auditor EY S.p.A.;

 

–

having examined Stevanato Group’s Consolidated Financial Statements for the financial year ended on December 31, 2022;

 

–

having examined Stevanato Group’s Sustainability Report for the financial year ended on December 31, 2022;

 

–

having examined the Reports presented by the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee,

resolves

 

1.	to approve Stevanato Group’s Financial Statements for the financial year ended on December 31, 2022, which report net profits amounting to Euro 35,521,807.00;

 

2.	to acknowledge the Directors’ Report presented by the Board of Directors;

 

3.	to acknowledge Stevanato Group’s Consolidated Financial Statements for the financial year ended on December 31, 2022 presented by the Board of Directors;

 

4.	to acknowledge Stevanato Group’s Sustainability Report for the financial year ended on December 31, 2022 presented by the Board of Directors;

 

5.	to acknowledge the Reports presented by the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee”.

 

2.	Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions.

Pursuant to Italian law, Stevanato Group’s shareholders shall resolve, at the Shareholders’ Meeting, on the allocation of the Company’s net profits resulting from the Financial Statements for the financial year ended on December 31, 2022.

The distribution of profits to shareholders is subject to the applicable limitations of law. In particular, the distribution of profits resulting from gains unrealized at the end of the accounting period, such as unrealized gains deriving from foreign currency exchange rates, is not allowed.

In addition, the Shareholders’ Meeting may resolve to distribute to shareholders all or part of the reserves the distribution of which is not prohibited by Italian law.

As indicated in paragraph 1 above, based on the Financial Statements for the financial year ended on December 31, 2022, the Company’s operations resulted in net profits of Euro 35,521,807.00.

In light of the foregoing, we propose to the shareholders to:

 

–

earmark an amount of Euro 788,853.00 of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, to the special reserve named “Unrealized Exchange Rate Gains”;

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			5

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

–

earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, corresponding to a gross dividend in cash of Euro 0.054 for each outstanding Class A and ordinary share of the Company, net of the treasury shares that will be held by the Company as of the Dividend Record Date (as defined hereinafter);

 

–

earmark the residual amount of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, to the reserve named “extraordinary reserve”.

Therefore, assuming that the Company continues to hold the current number of 30,840,555 treasury Class A shares at the Dividend Record Date, the amount of net profits to be used for distribution of dividends to shareholders would be equal to Euro 14,293,772.00.

In such connection, based on the resolution of the Board of Directors of April 5, 2023, and pursuant to Article 28.4 of the By-laws, we propose to set on June 6, 2023 the date for identifying the holders of the Class A shares of the Company and the registered holders and the beneficial holders of the ordinary shares of the Company entitled to receive payment of the dividends which the Shareholders’ Meeting should resolve to distribute (the “Dividend Record Date”).

Therefore, assuming that the Shareholders’ Meeting approves the proposals set out above, the ex-dividend date will fall on June 5, 2023 (Ex-Date), whereas it is expected that the dividends will be paid to the holders of Class A and ordinary shares as from July 17, 2023 (Payment Date).

Dividends will be paid to registered holders and beneficial holders of ordinary shares of the Company through the Transfer Agent and Registrar Computershare, Inc., in US dollars, based on the ECB daily foreign exchange reference rate as of the date of the Shareholders’ Meeting, i.e. May 24, 2023.

Based on the above, Stevanato Group’s shareholders are asked to approve the following resolution:

“The Shareholders’ Meeting

resolves

 

1.	to earmark an amount of Euro 788,853.00 of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, to the special reserve named “Unrealized Exchange Rate Gains”;

 

2.

to earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, corresponding to a gross dividend in cash of Euro 0.054 for each outstanding Class A and ordinary share of the Company, net of the treasury shares that will be held by the Company as of the Dividend Record Date;

 

3.	to earmark the residual amount of the Company’s net profits, as resulting from the Financial Statements for the financial year ended on December 31, 2022, to the reserve named “extraordinary reserve”;

 

4.

to set the date for identifying the holders of Class A shares of the Company and the registered holders and the beneficial holders of ordinary shares of the Company entitled to receive payment of the aforementioned dividends on June 6, 2023 (Dividend Record Date), with the ex-dividend date (Ex-Date) falling on June 5, 2023;

 

5.	to set the date for payment of the dividends, before withholding tax, if any, in execution of resolutions no. 2 and 4 above, as from July 17, 2023 (Payment Date);

 

6.	to provide that dividends will be paid to registered holders and beneficial holders of ordinary shares of the Company as of the Dividend Record Date in US dollars, based on the ECB daily foreign exchange reference rate as of the date of the Shareholders’ Meeting, i.e. May 24, 2023;

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			6

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

7.	to grant mandate to the Board of Directors and, on behalf of the latter, severally, to the Executive Chairman and the Chief Executive Officer to carry out all the activities related, consequent to or connected with the implementation of the resolution no. 5 and 6 above”.

 

3.	Compensation of the members of the Board of Directors; related resolutions.

Pursuant to Italian law and Article 19 of the Company’s By-laws, Stevanato Group’s shareholders shall establish the compensation of the directors for their office as members of the Board of Directors.

It must be noted that, without prejudice to the remuneration established by the shareholders’ meeting, the Board of Directors may provide an additional compensation of the directors entrusted with specific functions, which may consist of a fixed part and/or a variable part, related to the achievement of certain objectives, or of the right to subscribe for ordinary shares or other financial instruments of the Company at a given price.

Alternatively, shareholders may determine an aggregate amount for the compensation of all directors, including those holding specific functions, to be allocated by the Board of Directors.

In any event, the members of the Board of Directors shall also be entitled to reimbursement of expenses incurred in the performance of their duties.

At the meeting of May 28, 2021, the Company’s shareholders appointed the current directors for the period of three financial years and established the relevant compensation for the period of one financial year, thus until the approval of the Financial Statements for the financial year ended on December 31, 2021, as well as, pursuant to Article 19.4 of the By-laws, a fixed additional annual compensation of Euro 20,000.00 and of Euro 10,000.00 for, respectively, the chairman and each member of the Audit Committee, for their entire term of office.

At the meeting of June 1, 2022, the Company’s shareholders established the compensation for the current directors for the period of one financial year, thus until the approval of the Financial Statements for the financial year ended on December 31, 2022.

Therefore, at the Shareholders’ Meeting, Stevanato Group’s shareholders are asked to establish the compensation of the Company’s directors for their office as members of the Board of Directors or, alternatively, to determine an aggregate amount for the compensation of all directors, to be allocated by the Board of Directors, in each case for the period of one financial year.

In such respect, upon recommendation of the Compensation Committee, we propose to the shareholders to establish for all directors (with the exception of Mr. Franco Moro, for the reasons detailed below), as remuneration for their office as members of the Board of Directors, a fixed compensation to be paid partially in cash and partially in Company’s shares, as specified below, for the period elapsing from the Shareholders’ Meeting date to the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023 (i.e., until the end of their current term of office), determined in consideration of the market standards, of the practices of the Company’s main competitors, and of the Board of Directors members’ professional skills and experience.

In particular, without prejudice to the right of the Board of Directors to establish an additional compensation for the directors entrusted with specific functions, we propose to establish for each director (with the exception of Mr. Franco Moro), for the period elapsing from the date of the Shareholders’ Meeting to the date of the Company’s shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023, a gross total compensation of Euro 148,000.00, to be paid as follows:

 

–	as to the gross amount of Euro 74,000.00 (i.e., 50 per cent of the total proposed compensation), in cash, in twelve equal monthly instalments;

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			7

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

–

as to the residual gross amount of Euro 74,000.00 (i.e., 50 per cent of the total proposed compensation), in kind, through the assignment of a number of Company’s ordinary shares to be determined by the Board of Directors by dividing such amount by the average closing market price of the Company’s ordinary shares during the 30 calendar day period preceding the Shareholders’ Meeting, based on the average Euro/USD exchange rate during such period; provided that (i) such compensation in kind shall not be paid to directors ceasing for any reason to hold office before expiration of the relevant term (i.e., the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023) and (ii) the number of ordinary shares so determined shall be transferred to the directors on the business day following the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023, within the limits of the authorization to the disposal of such ordinary shares which shall be granted to the Board of Directors pursuant to the resolution envisaged in the next item 5 of this Explanatory Report.

As to Mr. Franco Moro, since the remuneration package granted by the Board of Directors to the latter in his capacity as Chief Executive Officer is intended to cover all services performed to the benefit of the Company, we propose not to establish any further remuneration for Mr. Moro’s service as member of the Board of Directors.

Based on the above, Stevanato Group’s shareholders are asked to approve the following resolution:

“The Shareholders’ Meeting

resolves

 

1.

to establish for each Company’s director – with the exception of Mr. Franco Moro and without prejudice to the right of the Board of Directors to establish an additional compensation for the directors entrusted with specific functions under Article 2389 of the Italian Civil Code and Article 19.1 of the Company’s by-laws -, for the period elapsing from the date of this meeting to the date of the Company’s shareholders meeting approving the Financial Statements for the financial year ending on December 31, 2023, a gross total compensation of Euro 148,000.00, to be paid as follows:

 

–

as to the gross amount of Euro 74,000.00 (i.e., 50 per cent of the total proposed compensation), in cash, in twelve equal monthly instalments;

 

–

as to the residual gross amount of Euro 74,000.00 (i.e., 50 per cent of the total proposed compensation), in kind, through the assignment of a number of Company’s ordinary shares to be determined by the Board of Directors by dividing such amount by the average closing market price of the Company’s ordinary shares during the 30 calendar day period preceding the date of this meeting, based on the average Euro/USD exchange rate during such period; provided that: (i) such compensation in kind shall not be paid to directors ceasing for any reason to hold office before expiration of the relevant term (i.e., the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023) and (ii) the number of ordinary shares so determined shall be transferred to the directors on the business day following the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023, within the limits of the authorization to the disposal of such ordinary shares which shall be granted to the Board of Directors pursuant to the resolution adopted in relation to the next item 5 of the Agenda”.

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			8

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

4.             Appointment of the External Auditor for the auditing of the Company’s and the consolidated financial statements for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025; related resolutions.

Pursuant to Italian law, Stevanato Group’s shareholders, upon substantiated proposal submitted by the Audit Committee, shall appoint the Company’s statutory External Auditor for a period of three financial years and establish the relevant compensation for the entire term of office.

Stevanato Group’s External Auditor is required to carry out the various tasks and activities provided for by Italian and US laws and regulations, which include: (i) auditing and quarterly review of the Company’s consolidated Financial Statements, prepared in accordance with International Financial Reporting Standards (IFRS) (as issued by the International Accounting Standards Board (IASB)), to be conducted according to the International Standards of Auditing (ISA Italia) (as issued by the International Auditing and Assurance Standards Board (IAASB)); (ii) review of the consolidated Financial Statements included in Form 20-F prepared in accordance with SEC regulations to be conducted in accordance with the auditing standards set out by the Public Company Accounting Oversight Board (PCAOB); (iii) auditing of the Financial Statements of Stevanato Group and of the Italian companies controlled by Stevanato Group; (iv) verification of the proper keeping of the company accounts and the correct recording of operating events in the accounting records of Stevanato Group and of its Italian controlled companies; (v) auditing of the Financial Statements of the non-Italian companies controlled by Stevanato Group prepared in accordance with local regulations, when required; (vi) auditing of the reporting packages prepared for the purpose of the opinion on the consolidated Financial Statements; (vii) activities preparatory to the signing of tax returns in accordance with Italian law; (viii) review and full auditing of the Company’s internal control system in compliance with US law (Sarbanes-Oxley Act (SOX)) requirements.

Since the appointment of the current External Auditor, EY S.p.A., expires on the date of the Shareholders’ Meeting, Stevanato Group’s shareholders are asked to appoint a new External Auditor for the performance of the tasks and activities referred to above for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025, and establish the relevant compensation.

In such connection, the Audit Committee – based on a comparative assessment conducted on the auditing companies presenting an offer to be appointed as Stevanato Group’s External Auditor in consideration of the auditing plan, specific skills, organizational structure, market reputation and proposed fees presented by such companies – proposes to the shareholders to appoint as External Auditor for the financial years 2023, 2024, and 2025 PricewaterhouseCoopers S.p.A., in accordance with the terms and conditions of the offer submitted by the same on December 27, 2022 (the “PwC Offer”).

In particular, based on the PwC Offer, the Audit Committee proposes to grant to PricewaterhouseCoopers S.p.A., in consideration for the performance of the tasks and activities summarized above in respect of the Company, an annual compensation amounting, as far as the Company alone is concerned, to: Euro for 591,000.00 the financial year 2023; Euro 595,000.00 for the financial year 2024; and Euro 621,000.00 for the financial year 2025, plus any applicable VAT and expenses.

More details on tasks and activities to be performed by the External Auditor, on the terms and conditions of the PwC Offer as well as on the comparative assessment carried out by the Audit Committee are included in substantiated proposal of the Audit Committee, available on the Company’s website, section Corporate Governance – Shareholders’ Meeting 2023 at the address https://ir.stevanatogroup.com/corporate-governance/2023-shareholders-meetings.

Based on the above, Stevanato Group’s shareholders are asked to approve, upon substantiated proposal presented by Audit Committee, the following resolution:

“The Shareholders’ Meeting

 

–	pursuant to Article 13, par. 1, of Legislative Decree no. 39 of 27 January 2010;

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			9

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

–	based on the offer presented by PricewaterhouseCoopers S.p.A on December 27, 2022, and on the substantiated proposal presented by the Audit Committee;

resolves

 

1.

to appoint PricewaterhouseCoopers S.p.A. as the Company’s External Auditor for the auditing of the Company’s and the consolidated Financial Statements and the performance of the further tasks and activities to be conducted by the External Auditor in compliance with Italian and US laws and regulations for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025;

 

2.

to grant to PricewaterhouseCoopers S.p.A., in consideration for the performance of the auditing of the Company’s and the consolidated Financial Statements and of the further tasks and activities referred to under resolution no. 1 above, the annual compensation amounting, as far as the Company alone is concerned, to Euro 591,000.00 for the financial year 2023, Euro 595,000.00 for the financial year 2024, Euro 621,000.00 for the financial year 2025, plus any applicable VAT and expenses, as specified in the offer presented by PricewaterhouseCoopers S.p.A. on December 27, 2022”.

 

5.	Authorization for the purchase and the disposal of ordinary and class A treasury shares; related resolutions.

Pursuant to Italian law, the purchase of treasury Class A and ordinary shares must be authorized by Stevanato Group’s shareholders, who shall establish the methods, the maximum number of shares to be purchased, the duration (not exceeding eighteen months) for which the authorization is granted, and the minimum and maximum purchase price.

In any case, Stevanato Group may not purchase treasury Class A and ordinary shares for a consideration exceeding the limits of the distributable net profits and reserves resulting from the latest Financial Statements approved by the shareholders’ meeting, provided that the nominal value of the treasury shares to be purchased shall not exceed one fifth (i.e., 20 per cent) of the Company’s share capital, taking into account also any Stevanato Group’s shares held by the subsidiaries.

Furthermore, it is provided that, upon purchase of treasury shares, (i) a negative reserve shall be entered and maintained in the Company’s Financial Statements for an amount equal to the purchase value of treasury shares, (ii) the voting rights connected to such shares shall be suspended as long as they are held in treasury and (iii) the dividends and other reserve or rights distributions pertaining to such treasury shares shall be allocated proportionally to the other shares.

Similarly, the Board of Directors may dispose of the shares held in treasury only upon authorization of the shareholder’s meeting, which shall also establish the relevant modalities of such dispositions.

Upon resolution of the shareholders’ meeting of June 1, 2022, Stevanato Group’s Board of Directors was authorized, for the period elapsing from the date of that shareholder meeting to the date of the Company’s shareholders meeting approving the Financial Statements for the financial year ending on December 31, 2022, to:

 

–

purchase up to a maximum number of Class A and/or ordinary shares equal to 2 per cent of the shares into which Stevanato Group’s share capital is divided (including the treasury shares at any time held by the Company), through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that from time to time the Board of Directors deems more appropriate in the Company’s interests, provided that (i) the purchases shall be made at a price not being more than 10 per cent higher or lower than the closing market price of the ordinary shares on the trading day preceding the day of each relevant transaction, (ii) the relevant transactions must be carried out in compliance with all applicable Italian and US or New York Stock Exchange (NYSE) law and regulatory provisions, and, following any such purchases, (iii) the overall value of the shares

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			10

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

held in treasury shall not exceed the amount of the distributable net profits and reserves resulting, from time to time, from the last Financial Statements approved by the shareholders’ meeting of the Company; and

 

-

dispose of a maximum number of 3,084,055 Class A and/or ordinary shares held in treasury (prior, where appropriate, conversion of the Class A shares into ordinary shares), in compliance with all applicable Italian and US or NYSE law and regulatory provisions, through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that the Board of Directors deems more appropriate in the Company’s interests.

As of the date of this Explanatory Report, Stevanato Group holds in treasury no. 30,840,555 Class A shares, equal to approximately 10.43 per cent of the Company’s share capital.

In light of the above and, especially, of the time-limits to which the aforementioned authorizations are subject and of the Company’s interest that the Board of Directors be at any time vested with the authority to purchase Stevanato Group’s shares and dispose of the shares held in treasury with flexibility and for all transactions and purposes deemed to be advantageous for the Company, in consideration of the foreseeable necessities of the latter, we propose to the shareholders to grant to the Board of Directors a new authorization to purchase Company’s shares and dispose of the shares in treasury, at the terms and conditions detailed below, for the period elapsing from the date of the Shareholders’ Meeting to the date of the shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023.

In particular, the authorization is requested for:

 

–

purchasing, within the time period referred to above, up to a maximum number of Class A and/or ordinary shares equal to 1 per cent of the shares into which Stevanato Group’s share capital is divided (including the treasury shares at any time held by the Company), through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that from time to time the Board of Directors deems more appropriate in the Company’s interests, provided that (i) the purchases shall be made at a price not being more than 10 per cent higher or lower than the closing market price of the ordinary shares on the trading day preceding the day of each relevant transaction, (ii) the relevant transactions must be carried out in compliance with all applicable Italian and US or NYSE law and regulatory provisions, and, following any such purchases, (iii) the overall value of the shares held in treasury shall not exceed the amount of the distributable net profits and reserves resulting, from time to time, from the last Financial Statements approved by the shareholders’ meeting of the Company; and

 

–

disposing, within the time period referred to above, of a maximum number of 1,000,000 Class A and/or ordinary shares held in treasury (prior, where appropriate, conversion of the Class A shares into ordinary shares), in compliance with all applicable Italian and US or NYSE law and regulatory provisions, through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that the Board of Directors deems more appropriate in the Company’s interests.

The requested authorizations shall be granted to the Board of Directors for the purposes of (i) carrying out extraordinary transactions (such as the transfer, exchange, contribution or other act of disposal of such shares for, inter alia, the acquisition of shareholdings in other companies, of business operations, of real estate assets or other transactions instrumental to the pursuit of industrial projects or, in any event, of the corporate object of the Company), (ii) fulfilling the obligations deriving from option contracts or other agreements concerning the Company’s shares, (iii) assigning the shares to directors or employees of the Company or of its subsidiaries as compensation in kind or as benefit, bonus or other premium or incentive, without limitations (also in execution of the “Restricted Stock Grant Plan Stevanato Group S.p.A. 2021—2022”, of the “Restricted Stock Grant Plan Stevanato Group S.p.A. 2023 - 2027” and of the “Performance Stock Grant Plan Stevanato Group S.p.A. 2023 – 2027”, which have been reinstated or approved by the Board of

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			11

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

Directors on December 15, 2022, or any other stock option or incentives plans which should be approved by the Board of Directors), and (iv) supporting the market liquidity of the Company’s shares.

Upon purchase of Company’s shares and as long as such shares are held in treasury, the Company shall enter and maintain in the Financial Statements a negative reserve for an amount equal to the purchase value of treasury shares and shall not be allowed, in its capacity as holder of such shares, to vote at the shareholders’ meeting and to receive dividends, reserves or other rights being distributed, which shall be allocated proportionally to the other shares.

Based on the foregoing, Stevanato Group’s shareholders are invited to resolve as follows:

“The Shareholders’ Meeting

 

-

having examined the proposal presented by the Board of Directors under point 5 of the Explanatory Report;

resolves

 

1.

to authorize the Board of Directors, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, for the period elapsing from the date of this meeting to the date of the Company’s shareholders’ meeting approving the Financial Statements for the financial year ending on December 31, 2023, for the purposes referred to under point 5 of the Explanatory Report, to:

 

-

purchase up to a maximum number of Class A and/or ordinary shares equal to 1 per cent of the shares into which Stevanato Group’s share capital is divided (including the treasury shares at any time held by the Company), through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that from time to time the Board of Directors deems more appropriate in the Company’s interests, provided that (i) the purchases shall be made at a price not being more than 10 per cent higher or lower than the closing market price of the ordinary shares on the trading day preceding the day of each relevant transaction, (ii) the relevant transactions must be carried out in compliance with all applicable Italian and US or NYSE law and regulatory provisions, and, following any such purchases, (iii) the overall value of the shares held in treasury shall not exceed the amount of the distributable net profits and reserves resulting, from time to time, from the last Financial Statements approved by the shareholders’ meeting of the Company; and

 

-

dispose of a maximum number of 1,000,000 Class A and/or ordinary shares held in treasury (prior, where appropriate, conversion of the Class A shares into ordinary shares), in compliance with all applicable Italian and US or NYSE law and regulatory provisions, through one or more transactions to be executed on or off market at the price, terms and conditions, and according to the modalities, that the Board of Directors deems more appropriate in the Company’s interests;

 

2.	to grant the Board of Directors with all power needed or useful in order to execute the resolutions as per the points above and carrying out all the activities that may be necessary, instrumental or otherwise connected thereto”.

Extraordinary session

 

1.	Amendments to Article 11.3 of the By-laws; related resolutions.

Pursuant to Italian law, the By-laws may be amended by resolution approved by the extraordinary shareholders’ meeting.

The current By-laws were adopted by the shareholders’ meeting of July 1, 2021, in connection with the approval of the application for admission of the Company’s ordinary shares to the listing on the NYSE.

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			12

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

Thereafter, based on an opinion issued by the Companies’ Committee of the Notaries’ Board of Milan (Commissione Società del Consiglio Notarile di Milano), it has become common practice to include in the bylaws’ of Italian companies clauses expressly allowing for meetings of shareholders – independently from the contingency measures currently in force pursuant to Italian Law Decree no. 18 of March 17, 2020, providing for “Measures to strengthen the National Health Service and provide economic support for families, workers and businesses connected with the COVID-19 epidemiological emergency”, as subsequently amended and extended - to be held exclusively by means of telecommunications, if so provided by the notice of call.

In light of such new practice and in consideration of the geographically diversified Company’s shareholders’ base and Board of Directors’ composition, we propose to the shareholders to amend Article 11.3 in order to expressly provide that the shareholders’ meetings may be held also exclusively by means of telecommunications, if so provided by the Board of Directors with the notice of call.

In particular, we propose to the shareholders to amend Article 11.3 of the By-laws as follows:

 

By-laws in force		By-laws amended
Italian version
11.3 L’intervento in Assemblea può avvenire anche tramite mezzi di telecomunicazione, se previsto dall’avviso di convocazione, con le modalità stabilite dall’avviso stesso.		11.3 L’intervento in Assemblea può avvenire anche tramite mezzi di telecomunicazione, se previsto dall’avviso di convocazione, con le modalità stabilite dall’avviso stesso. Resta fermo che l’avviso di convocazione può stabilire che la riunione si tenga esclusivamente mediante mezzi di telecomunicazione, omettendo l’indicazione del luogo fisico di svolgimento della riunione.
English courtesy translation
11.3 Participation in the shareholders’ meeting may also take place by means of telecommunications, if provided for in the notice of call, in accordance with the procedures set out in the notice itself.		11.3 Participation in the shareholders’ meeting may also take place by means of telecommunications, if provided for in the notice of call, in accordance with the procedures set out in the notice itself. It is understood that the notice of call may provide that the meeting is held exclusively by means of telecommunications, omitting any reference to the physical location where the meeting shall be held.

Based on the foregoing, Stevanato Group’s shareholders are invited to resolve as follows:

“The Shareholders’ Meeting

- having examined the proposal presented by the Board of Directors under point 1 of the Explanatory Report – Extraordinary session;

resolves

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			13

		Stevanato Group S.p.A.   Ordinary and Extraordinary Shareholders’ Meeting on May 24, 2023 Explanatory Report on the Items on the Agenda

 

to amend Article 11.3 of the Company’s by-laws according to the text set out under point 1 of the Explanatory Report – Extraordinary Session, hereby authorizing each director, separately from each other, to provide for the legal publications of this resolution, with the power to make any further modifications or additions that may be required for the registration in the Companies’ Register”.

*        *        *

Piombino Dese, April 6, 2023

The Executive Chairman of the Board of Directors

Franco Stevanato

 

stevanatogroup.com Ph. +39 049 931 8111 F. +39 049 936 6151		Stevanato Group S.p.A. Via Molinella, 17 • 35017 Piombino Dese, Padova, Italy Cap. Soc. € 21.698.480,00 i.v. • C.f. e P. IVA: 01487430280 / VAT code: IT01487430280 • R.I. Padova n. 01487430280 • REA n. 164290			14

Exhibit 99.3

 

SUSTAINABILITY REPORT 2022 SG Stevanto Group

Sustainability Report - 2022 Table of contents Letter to Stakeholders IV Methodological note V 1 STEVANATO GROUP 6 1.1 At a Glance 7 1.2 Organizational details 8 1.3 Mission, Vision and Values 13 1.4 The company structure and main corporate functions 14 1.5 Ethics, integrity and compliance 16 2 STEVANATO GROUP AND SUSTAINABILITY 17 2.1 Approach to sustainability 18 2.2 Certifications and awards 21 2.3 Participation in organizations and associations 23 3 ECONOMIC SUSTAINABILITY 24 3.1 Stakeholder value creation 25 4 RESEARCH, DEVELOPMENT, INNOVATION AND PRODUCT RESPONSIBILITY 26 4.1 Stevanato Group products, technologies and services 27 4.1.1 Biopharmaceutical and Diagnostic solutions 28 4.1.2 Engineering 30 II

Sustainability Report - 2022 4.2 R&D and Innovation 31 4.2.1 R&D for Drug Containment Solutions (DCS) 31 4.2.2 R&D on Drug Delivery Systems (DDS) 32 4.2.3 R&D on Engineering 33 4.2.4 Analytical Services 35 ]4.3 Product quality and responsibility 36 5 ATTENTION TO HUMAN CAPITAL 37 5.1 Stevanato Group’s human resources 38 5.2 Employee management and development 41 5.3 Occupational Health & Safety 43 6 SUPPLY CHAIN 45 6.1 Responsible supply chain & procurement 46 7 ENVIRONMENTAL RESPONSIBILITY 49 7.1 Stevanato Group’s commitment to the environment 50 7.2 Energy Consumption and GHG Emissions 51 7.3 Water management 54 7.4 Waste management 56 8 LINK WITH THE TERRITORY 58 8.1 Local communities engagement 59 Annex 60 GRI content index 63 Independent Audit Report 67 III

Sustainability Report - 2022 Letter to Stakeholders Giovanni Stevanato had a dream and a vision. He wanted to create world-class glass manufacturing activities in Piombino Dese and set a standard of excellence. For over 70 years, we have been devoted to providing integrated solutions for the pharmaceutical and healthcare industry by constantly investing and acquiring skills in new technologies. A rich, international heritage has helped us become a global leader in drug containment, delivery, and diagnostic solutions. Our Vision is to create a reliable eco-system to empower our partners and enhance their ability to produce safe, easy-to-use and affordable treatments to improve patients’ lives. With this in mind, we invest in our business, our people, innovative solutions and scientific advancement, which we consider crucial to creating long-lasting value. In 2022, while facing global economic uncertainty and the war in Ukraine, we overcame inflation and supply chain constraints confronting most other companies by implementing diverse efficiency initiatives at all levels of the organization. In particular, we made progress in the expansion activities in Fishers (USA), Piombino Dese and Latina (Italy), and Zhangjiagang (China). We continued to seek growth in our mix of high-value solutions and fueled innovation by investing in R&D and partnering with other leading organizations. We also reviewed Stevanato’s organizational structure in an effort to provide better support to our international customers and continued to build a culture of internal control of our processes, which is required by our status as a public company, as well as strengthening our set of policies and procedures. Stevanato Group and its customers operate in a complex world. As a trusted partner, we help Biopharma and Diagnostics companies turn problems into solutions, managing complexity to deliver value for our clients, partners and the scientific community while keeping the customer, patient and stakeholders at the center of what we do. We strive to support our stakeholders while making a positive impact for the benefit of all. To this end, we regularly assess Environmental, Social and Governance impacts because we believe the ability to respond to such trends and risks may impact the long-term success of our company and society. Indeed, our goal is to pursue a regenerative business innovation journey while asserting our position as an interdependent and responsible member of the community in line with the United Nations’ Sustainable Development Goals. For our Group, sustainability is one of the primary means to tackling such complexity and we are committed to embedding it in our strategic plan, policies and practices. To safeguard the environment, we aim to reduce the impact of our processes and products starting with decarbonization and improvements in waste management. That same level of care applies to our people and is embodied by Stevanato’s Values and Guiding Principles and a workplace culture that fosters a culture that values both Health & Safety and Diversity, Equity & Inclusion. Finally, with reference to the Governance area, we aim to establish and maintain a sustainable corporate model through a dedicated governance structure and we are committed to regularly measure and report our progress on impacts using the GRI Standards criteria as a framework for transparency and accountability. In 2022, we were awarded a Bronze Medal by EcoVadis, an achievement that reflects the successful implementation of our sustainability strategy. The recognition acknowledges our ranking among the top 25% of companies in the “Manufacture of glass and glass products industry” and the top 34% of total companies rated by the platform. With the publication of Stevanato’s second Sustainability Report, our goal is to continue growing and supporting customers throughout our regenerative business innovation while making a positive impact everywhere we work and do business. We believe both our challenge and opportunity is to benefit from our know-how, resources, and enthusiasm to turn every project into an achievement while fostering health, wellbeing, and positive impacts for society and the planet. In close partnership with our stakeholders, we invest in sustainability today for a better tomorrow. Franco Stevanato Executive Chairman Stevanato Group S.p.A. Via Molinella 17, 35017 Piombino Dese · Padova · Italy Franco Moro Chief Executive Officer & Chief Operating Officer Stevanato Group S.p.A. Via Molinella 17, 35017 Piombino Dese · Padova · Italy IV

Sustainability Report - 2022 Methodological note Sustainability Report clearly outlines Stevanato Group’s environmental, social and economic achievements in a transparent and structured manner for the 2022 financial year (January 1-December 31) aligned with the company’s financial reporting, and shows the commitment and initiatives undertaken by the Group towards its goal of sustainable development. The annual reporting cycle provides internal and external stakeholders with a representation of Stevanato Group’s business performance, results and impact in relation to the main sustainability topics relating to the 2022 financial year. This document represents the Sustainability Report of the companies belonging to Stevanato Group and its subsidiaries (hereinafter also referred to as “the company,” “Stevanato,” the “Stevanato Group,” or “the Group”). The list of entities included in the sustainability reporting is aligned with the 2022 Annual 20F Filing1. The Sustainability Report includes data about the Parent Company Stevanato Group S.p.A. and its subsidiaries, which are directly or indirectly consolidated on a line-by-line basis. Note that some Group companies, which are not operational, have not been included in the EHS data due to limitation of scope (see relevant footnotes). Stevanato Group has reported sustainability information with reference to the GRI Standards 2021. For more details on GRI Standards, please see the table “GRI Content Index” in the appendix. The contents of the Sustainability Report were selected based on the results of a materiality analysis carried out in 2020 and updated in 2022 following GRI 3: Material Topics 2021 guidelines. The analysis took place in 2022 and confirmed the original list of material topics for the Group and its stakeholders as published in this document and described in Chapter 2. Information on quality criteria and the reporting scope were defined following the GRI principles and encompassed positive and negative impacts, comparability, accuracy, timeliness, clarity and verifiability. Specifically, the information included in this report was taken both from the Group’s IT system and from the sustainability reporting package. In order to properly manage the reporting process, a Sustainability Reporting Procedure was set up in 2021 and updated in 2022 in line with the GRI Standards 2021, which illustrates how to prepare the Group’s Sustainability Report including timing, tools, roles and responsibilities of the functions and individuals. To ensure responsiveness and proper application of the procedure, the reporting process was extensively discussed and agreed upon by the working group. The information presented in this report refers to 2022 and includes a comparison with the previous year. Any restatements of information made from previous reporting periods are appropriately indicated, when necessary, throughout the report. The information collected and reported is based on measurable data. To provide an accurate overview of the Group’s performance and help ensure data reliability, the use of estimates has been limited as much as possible. If they are provided, they have been made using the best methods available and are properly identified. The report presents both positive and negative aspects equally with a comment on the results when appropriate. This report was approved by the Board of Directors of Stevanato Group S.p.A. on April 5, 2023, and published in June. The process for seeking external assurance involved a preliminary evaluation based on different providers and relative core competencies and resulted in the selection and approval of Deloitte & Touche S.p.A. as external auditor. Stevanato Group commissioned the external auditor to provide a limited assurance report on select statements and figures in the Sustainability Report. The external assurance report (“limited assurance engagement” in accordance with the criteria indicated by the ISAE 3000 Revised Standard) is attached at the end of this document and contains a description of what has been assured and on what basis, including the assurance standard used, the level of assurance obtained, any limitation of the assurance process, and the relationships between the organization and the assurance provider. For further information and suggestions regarding Stevanato Group’s Sustainability Report, please contact: sustainability@stevanatogroup.com. 1 The scope of consolidation as of December 31, 2022, is essentially unchanged compared to December 31, 2021. On December 31, 2022, the extraordinary shareholders’ meetings held at Innoscan A/S and SVM Automatik A/S approved the merger of the non-surviving company, Innoscan A/S, into the surviving company, SVM Automatik A/S. The transaction is effective for accounting purposes as of January 1, 2022 V

Stevanato Group 1

Sustainability Report - 2022 1.1 At a Glance PEOPLE AND GOVERNANCE VALUE CHAIN PROCESS & PRODUCT 480.798,6 GJ OF ELECTRICITY CONSUMPTION DANISH SITES ARE BACKED BY RENEWABLE BASED ELECTRICITY ECODESIGN OF FIRST SUSTAINABLE PRODUCTS 9,178.1 TON OF WASTE OF WHICH 82% OF RECOVERED WASTE 8 DIFFERENT ISO CERTIFICATIONS ISCC+ CERTIFICATION 53/100 OVERALL ECOVADIS SCORE OF RATED SUPPLIERS 5,255 EMPLOYEES IN THE WORLD (13% INCREASE) 24% OF FEMALE DIRECTORS AND MANAGERS 150+ THOUSANDS OF TRAINING HOURS IN 2022 OF WHICH ALMOST 30 THOUSAND OF HEALTH AND SAFETY TRAINING 24 INITIATIVES TO PROMOTE HEALTH AND SAFETY AT A GLOBAL LEVEL ESG COMMITTEE AT BOARD LEVEL CODE OF ETHICS AND ETHICAL CONDUCT RELATED POLICIES € 1 Billion TOTAL VALUE GENERATED IN 2022 78% OF GENERATED VALUE DISTRIBUTED 16 WORLDWIDE PRODUCTION SITES APPROXIMATELY 70 COUNTRIES SERVED OVER 70 YEARS OF HISTORY, FROM A GLASS MANUFACTURER TO A GLOBAL PROVIDER Stevanato Group 7

Sustainability Report - 2022 Stevanato Group, an Italian multinational company, is a leading global supplier of drug containment, delivery and diagnostic solutions to the pharmaceutical, biotechnology and life sciences industries. 1.2 Organizational details OWNERSHIP AS OF 31.12.2022 78,03% Stevanato Holding S.r.l. 11,17% Market shares 10,43% Stevanato Group S.p.A. (Treasury shares) 0,37% Shares Owned by Director and Officers Headquartered in Piombino Dese (Padua, Italy), Stevanato Group is a joint stock company with a total of 21,698,480 in paid-up capital. In 1949, Giovanni Stevanato founded Soffieria Stella, a specialty glass manufacturer in Zelarino, near Venice. Soffieria Stella, the precursor to Stevanato Group, operated until 1959 when Stevanato Group was established in Piombino Dese (Padua). Over more than 70 years, Stevanato Group has evolved from an Italian glassware manufacturer to a leading global provider of integrated solutions for the healthcare industry. Stevanato Group delivers an integrated, end-to-end portfolio of products, processes and services that address customer needs across the entire drug life cycle at each of the development, clinical and commercial stages. Reduced time to market Reduced supply chain risk Reduced total cost of ownership Consistent quality Unique combination of integrated capabilities to address customer needs across the pharmaceutical value chain Drug Containment Solutions Highly Customized and Pre-Sterilized Containment Solutions (Stevanato Group EZ-fill) Drug Delivery Systems Proprietary Devices and CMO/CDMO Business Technologies & Manufacturing Equipment Sub & Final Assembly, Automation & Packaging Solutions, Visual Inspection, Glass Converting Analytical Services & Regulatory Support (incl. TECs) Analytical Testing & Regulatory Support Systems Processes Services Stevanato Group 8

Sustainability Report – 2022 The Group’s priority is to provide flexible solutions that preserve the integrity of pharmaceutical products and enable its customers to deliver safe and effective treatments to patients while reducing time to market, total cost of ownership (e.g., logistics, drug product waste, storage and personnel costs) and supply chain risk. Stevanato Group achieves this by developing products in close collaboration with its customers and leveraging its scientific research capabilities, technical expertise, engineering and manufacturing excellence to meet their quality requirements. Stevanato Group provides a full set of services across all stages of drug development, from pre-clinical to clinical and commercialization. The chart below illustrates the Group’s presence across the pharmaceutical chain. Stevanato Group’s impacts along the value chain are limited to the activities marked with the symbol . STEVANATO GROUP’S ROLE ALONG THE PHARMA VALUE CHAIN Drug Discovery API Manufacturing Drug Formulation Development Device & Container Concept Definition and Design Finished Product Device & Container Development and Manufacturing Manufacturing of Pharma Machinery and Equipment Fill & Finish Automatic Inspection Assembly Packaging Serialization Marketing & Distribution Stevanato Presence Stevanato Group divides its market into two categories: direct markets and end markets. Direct markets are comprised of products or product categories in which Stevanato directly participates, such as drug containment solutions. The Group’s end markets include broader sectors in which Stevanato sees demand for its products and services, such as vaccines and biologics. For further information about the Stevanato Group’s Value Chain, see item 4. “Information on the Company,” section b. “Business Overview” in the 2022 Annual 20F filing. Stevanato Group has forged many business relationships from collaborations on the development of new technologies and products. For insights into the most relevant business relationships please visit Press Releases - Stevanato Group. Stevanato Group 9

Sustainability Report - 2022 DIRECT MARKETS Business Segment Biopharmaceutical and Diagnostic Solutions Engineering Direct Market Drug Containment Solutions Drug Delivery Systems In-Vitro Diagnostic Solutions Engineering KEY END MARKETS Market Segment Biopharmaceutical Injectables In-Vitro Diagnostics Key End Markets Biologics Cell & Gene Therapy Biosimilars Antibody & Protein Based Therapies Vaccines Generics Insulin Molecular Diagnostics Other Diagnostics Stevanato Group operates in two segments: Biopharmaceutical and Diagnostic Solutions Segment Drug Containment Solutions Drug Delivery Systems IVD Solutions Analytical Services Platforms for syringes Platforms for vials Auto-Injectors Pen Injectors Point-of-lab Consumables Point-of-Care Consumables Platforms for cartridges Integrated syringe safety systems On-Body Delivery Systems Dry Powder Inhalers Handheld Devices • Primary Container • Compatibility and Functionality with Drug Product • Container Closure Integrity • Medical Devices/ Combination Products • Developmental (non-GMP) Fill & Finish services • Consultancy (regulatory, compliance support, test method development and transfer) Offering Proprietary “High-Value Solutions” Across Business Lines Stevanato Group 10

Sustainability Report – 2022 Engineering Segment Assembly Visual Inspection Packaging & Serialization Glass Converting After-Sales • Sub-assembly and final assembly for drug delivery devices • Highly automated modular platforms • Semi-automatic and automatic inspection machines • Diversified portfolio • Artificial Intelligence Platform for Automated Visual Inspection • Single point of contact for packaging processes • Range of formats, reproducible settings • Traceability with serialization • Fully automated high-speed precision glass converting lines • Extensive dimensional and cosmetic inline controls • Advanced after-sales services • Global service based on technical expertise and interactive tools Highly automated and advanced equipment for both in-house use and sale to customers The Group is a truly global company spread across different countries and continents: Stevanato Group 11

Sustainability Report - 2021 STEVANATO GROUP TODAY Global presence with investments in attractive markets to fuel growth 9 Sites For drug containment/diagnostic and device development & manufacturing 1 US | CA Oceanside Devices & Diagnostics Manufacturing 2 US | CA Ontario Devices & Diagnostics Manufacturing 3 Mexico Monterrey Drug Containment Solutions 4 Brazil Sete Lagoas Drug Containment Solutions 5 Germany Bad Oeynhausen Devices & Diagnostics Manufacturing 6 Slovakia Bratislava Drug Containment Solutions 7 Italy Piombino Dese Drug Containment Solutions 8 Italy Latina Container/Device Characterization Solutions 9 China Zhangjiagang Drug Containment Solutions 10 Denmark Brabrand Visual Inspection Assembly/Packaging Solutions 11 Denmark Silkeborg Visual Inspection Assembly/Packaging Solutions 12 Italy Piombino Dese (2 plants) Glass Converting, Visual lnspection and Assembly/ Packaging Solutions 13 Italy Bologna Glass Converting, Visual lnspection and Assembly/ Packaging Solutions 14 US | MA Boston Container/Device Characterization Solutions 15 Italy Piombino Dese Container/Device Characterization Solutions 16 US | IN Fishers New EZ-fill® plant 17 China Zhangjiagang New EZ-fill® plant 18 Italy Latina New EZ-fill® plant 5 Sites For technologies & automated equipment (Engineering) 2 Sites For analytical services 3 Sites Investments underway for capacity expansion for EZ-fill®/Engineering Source: Stevanato Group Internal Data Plant Analytical and testing services Office R&D 19 US | PA Newtown Commercial Office 20 apan Nagoya Commercial Office 2 Sites Stevanato Group’s global presence, together with proprietary, standardized manufacturing systems and processes, allow the Group to provide consistent product and service standards to its customers in approximately 70 countries around the world. For a more detailed overview of the countries where the Group’s subsidiaries operate, see item 4. “Scope of consolidation” in the 2022 Annual 20F filing. To read our story, visit Stevanato’s corporate website: Our Heritage - Ste-vanato Group. Stevanato Group 12

Sustainability Report – 2022 1.3 Mission, Vision and Values Stevanato Group’s Vision, Mission and Values provide a framework to guide the Company’s pursuit of business goals with an ethical and transparent mindset and focus on fostering innovation.MISSION We cooperate deeply with our partners all over the world, providing our know-how, resources and enthusiasm to turn every project into an achievement. VISION Creating a reliable ecosystem to empower our partners and their ability to produce safe, easy-to-use and cost-effective treatments to improve patients’ lives. VALUES Our vision is based on five fundamental values, each one closely connected to the other to guarantee harmonious interaction. Together, they provide the foundation for leadership rooted in excellence. Trust and respect everyone Be accountable Be ethical always Listen and communicate with transparency and honesty Deliver results GUIDING PRINCIPLES The adoption of the Guiding Principles leads the Group towards achieving its Mission and creates systems, processes and services that aim to guarantee the integrity of medicines. Will to win well, have a big goal Don’t be standard Competence, experience and preparation Consistency, execution and decision making Humility ESG & SUSTAINABILITY Stevanato Group strives to support our stakeholders while making a positive impact for the benefit of all, including society and the planet. At Stevanato Group, we believe each of our employees know that our role as a leader in the pharmaceutical industry includes the responsibility to implement sustainable and socially-responsible policies in the places where we live and work. Stevanato Group 13

Sustainability Report - 2022 1.4 The company structure and main corporate functions The composition of the Group, including its parent company Stevanato Group S.p.A. and subsidiaries, is described in section C. Organizational Structure – item 4. “Information on the Company,” of the 2022 Annual 20F Filing. Stevanato Group has adopted a corporate governance standard that sets the rules for the appropriate management of the Group, separating ownership from the operating activities. The Group is managed by the Board of Directors, which meets at least four times per year to make key decisions on specific topics. The Group is led by an experienced, highly motivated and diverse Board leading to more objectivity and independence, and an executive team with a proven track record of operational excellence. In regard to the Board of Directors composition, it is important to note that seven members are independent directors. As of December 31, 2022, the Board of Directors was composed as follows: Board of Directors at 12.31.2022 Role Stevanato Sergio Chairman of the Board Emeritus Stevanato Franco Executive Chairman Stevanato Marco Vice-Chairman Moro Franco Chief Executive Officer Nicoletti Fabiano Independent Director Spinazzi Alvise Director Bonanni Fabrizio Independent Director Buttignon Fabio Independent Director Balachandran Madhavan Independent Director Morel Jr. Donald Eugene Independent Director Vezzaro Paola Independent Director Federici William Independent Director Stevanato Group 14

Sustainability Report - 2022 BOARD OF DIRECTORS COMPOSITION BY GENDER AND AGE RANGE IN % [GRI 405-1] AS OF 12.31.2022 92% Male 17% 30-50 years 83% >50 years 8% Female Stevanato Group S.p.A. adopted the one-tier corporate governance system which provides for a Board of Directors and an Audit Committee. The Audit Committee is compliant with applicable rules and regulations of the SEC and NYSE corporate governance rules as well as Italian Law requirements with respect to its composition, expertise requisites, functioning and independence. A more detailed analysis of the governance structure indicates there are four committees made up of Board members who are tasked with certain roles and responsibilities as defined in their respective charters. Thus, in addition to the Audit Committee - The Nomination and Corporate Governance Committee, The Business & Strategy Committee, The Compensation Committee, The ESG Committe. The members of the different committees described in this document share the same term of office with the Board of Directors and provide insight and suggestions, without prejudice to the Board’s competence and decision-making responsibility. In addition, it’s important to highlight that one of the primary objectives of the ESG Committee is to assist the Board in supporting Stevanato Group’s ongoing commitment to issues relating to environmental, social and governance matters. For a complete overview of the features and duties of each committee, please refer to item 6. “Directors, senior management and employees” of the 2022 Annual 20F Filing. The main corporate and business functions represent a significant investment for Stevanato and are essential to Stevanato Group’s operations and strategy. The purpose of the Group is to create value over the long term through 3 regions that will be progressively built out during 2023 in order to be closer to our customers (during 2022, the Americas Region was launched) as reported in the Company chart (update: December 2022) available in the corporate website at ESG section. Stevanato Group 15

Sustainability Report – 2022 1.5 Ethics, integrity and compliance An essential factor for business success and an indispensable asset to the Company’s reputation and to maintain a sustainable transparent corporate model is the adoption of high ethical conduct standards and a culture of ethical behaviors and integrity. The Group is committed to embedding sustainability values into its policies and practices. The main commitments for responsible business conduct at Stevanato Group are defined in the documents, corporate policy and statements described below. Please note that all documents disclosed have been approved by the Board of Directors of Stevanato Group and are available on the corporate website. The Code of Ethics defines the guidelines and criteria of conduct for all recipients and aims to ensure compliance with regulations in force to prevent improper acts or behavior and to help protect the legitimate interests of customers, employees, shareholders, business and financial partners, communities and diverse stakeholder groups. The Code of Ethics has been disseminated in all of Stevanato Group’s companies. The provisions contained in the Code of Ethics have been reported via specific internal policies and procedures that ensure compliance with the principles and guidelines of the Code of Ethics. For further details on the Code of Ethics and other policies, please refer to the links below: Code of Ethics Anti-Bribery and Anti-Corruption policy Related Party Transactions Policy Anti-Discrimination Policy The Code of Ethics and the Anti-Discrimination Policy cover internationally recognized human rights that are disclosed directly throughout the documentation. In 2022, the Related Party Transaction Policy was revised by the Audit Committee. Stevanato Group acts in compliance with intellectual, industrial and commercial property rights, as well as with international laws and regulations, in order to protect its rights and interests. In 2022, no significant instances of non-compliance with laws and regulations were registered. In April 2021, Stevanato Group adopted a whistleblowing procedure to manage the reporting of any violations and irregularities concerning the Code of Ethics related to Italian Legal Entities. Employees can report any violations or suspected violations to the Company through a dedicated email address: csr-compliance@stevanatogroup.com. The information transmitted is promptly checked and, once the Report has been verified, the case is submitted to the competent corporate department for the application of any disciplinary sanctions or for the activation of contractual termination mechanisms. This whistleblowing procedure is designed to ensure the confidentiality of the person reporting the issue and the information received, as well as its validity. As of December 31, 2022, no grievances had been sent to the relevant function inbox and, during 2022, no cases of incidents of corruption or human rights violations were reported in the Group. In accordance with Italian law, The Italian subsidiaries of Stevanato Group have an Organizational, Management and Control model as per Legislative Decree no. 231/01, which was revised in 2022 and approved by the Board of Directors. Consequently, the parent company has set up a Supervisory Body pursuant to the aforementioned Legislative Decree responsible for monitoring compliance, operating and updating the Model. A communication channel has been established at the e-mail address odv. stevanatogroup@stevanatogroup.com, which only members of the Supervisory Board may access to receive reports of any violations or suspected violations of the Model from internal and external subjects. For its foreign companies, the Group is currently working to strengthen management systems to ensure compliance with local laws in consideration of the provisions of the Model of Organization, Management and Control 231. With reference to business relationships, Stevanato Group has established a Code of Conduct that is shared with its suppliers. For more information, see section 6.1 Supply Chain. As testimony to the Group’s ongoing commitment to ethical conduct and integrity, there were no reports and/or complaints received about non-compliance with laws or regulations, or legal action taken regarding anti-competitive behavior, anti-trust or monopoly violations either in or out of court in 2022. For an overview on Stevanato Group risk management, see item 3. “Risk Factor” of the 2022 Annual 20F Filing. Stevanato Group 16

Stevanato Group and Sustainability SG Stevanato Group 2

Sustainability Report – 2022 2.1 Approach to Sustainability Stevanato Group aims to ensure its long-term success based on its ability to respond to trends and risks related to Environmental, Social and Governance (ESG) matters that make up the complex context in which the Group operates. Sustainability is a primary means to improve such opportunity and risk management, while resulting in higher efficiency, cutting-edge innovation and strategic decisions on technologies, products, processes and value chain definition. Stevanato Group pursues a sustainable development journey in line with its materiality analysis and the United Nations’ Sustainable Development Goals. In particular, the Company seeks to create a regenerative business innovation model while remaining an interdependent and responsible member of the community. To safeguard the environment, Ste-vanato Group aims to reduce the environmental impact of its processes and products starting with decarbonization and improvements in waste management. Indeed, Stevanato has initiated life cycle percepective analyses on select products while advancing eco-design solutions that reduce, reuse, replace and recycle. As part of its corporate sustainability innovation measures, Stevanato Group launched a sustainable version of secondary packaging for syringes focusing on biopolymers and recycled plastic in addition to packaging and process improvements to reduce related emissions and other sustainable practices, and ensuring the chain of custody along the value chain with ISCC+ certification. Stevanato Group’s Values and Guiding Principles are the cornerstone of our corporate work ethic and promote harmonious human interactions. To foster a fair and inclusive workplace culture, Stevanato Group also uphold the tenets of Health & Safety and Diversity, Equity & Inclusion, to the highest standards. In regards to governance, Stevanato Group aims to establish and maintain a sustainable corporate model through a dedicated governance structure and regularly measures and reports on its progress and impacts using the GRI Standards as a framework for transparency and accountability. Through a materiality assessment conducted in 2020, the Group identified the primary ESG issues relevant to the organization and its stakeholders. For the FY 2022, the Group updated its materiality analysis, aligning it with the GRI Standards 2021 in force for reports published as of January 1, 2023. The main steps followed by the Group in 2020 are reported in the chart below. Identification of Relevant Topics Analysis of the context in which the Group operates, regarding the reference sector Definition of a list of relevant topics Internal Assessment Assessment by Group management and internal stakeholders External Assessment Assessment by external stakeholder Stevanato Group Materiality Matrix Sustainability 18

Sustainability Report – 2022 The assessment process involved both internal and external stakeholders in a Core Team and C-suite workshop. They were asked to evaluate the relevance of fourteen topics from the perspective of Stevanato Group employees and management. External stakeholders also filled out an online survey with a valuation scale from 1 (“not important”) to 5 (“highly important”), and each sustainability topic was evaluated based on its relevance for stakeholders. The feedback gathered confirmed the materiality of all 14 topics. 1 Product quality and responsibility 2 Research & Development and Innovation 3 Occupational Health & Safety 4 Business ethics, governance and compliance 5 Human capital management and development 6 Economic performance and value creation 7 Responsible supply chain & procurement 8 Energy Consumption 9 Waste management 10 Employee wellbeing 11 Human rights 12 Water management 13 GHG Emissions 14 Local community engagement MATERIAL TOPIC FOR SUSTAINABILITY REPORT 2022 In 2022, the materiality update analysis confirmed the original list of the material topics for the Group and its stakeholders. Stevanato Group conducted a priority analysis of its context in terms of the main ESG trends and risks, business and commercial relations, and human rights. The review resulted in the identification of a list of actual/potential and positive/ negative impacts2 and confirmed that the Group’s material topics covered all such impacts. Thus, material topics are the same as in the previous reporting year because they are still considered relevant and in line with the identified impacts on the environment, economy, people, including human rights. The preparation of the Group’s 2022 Sustainability Report was based on a structured reporting practice formalized through the Sustainability Reporting Procedure and updated according to GRI Standards 2021. It defines and outlines how to prepare the Group’s Sustainability Report at the operational level in line with the Sustainability Reporting Guidelines issued by the Global Reporting Initiative (GRI). The procedure included timing, tools, roles and responsibilities of the functions and individuals part 2. Please refer to the “Impacts Table” available in the corporate website at ESG section. Sustainability 19

Sustainability Report – 2022 of the working group (about one hundred individuals across the Group) and ensured the engagement and proper application of all procedures. Finally, it is important to note that the process required correct and compliant GRI KPIs associated with the involved functions and was coordinated by the Process Owner (Chief Financial Officer) and the Deputy Process Owner (responsible for the duties delegated by the Process Owner), as per assignment by the Board of Directors. The Group has adopted flexible and diversified practices to share present and future Group development strategies with its main stakeholders, represented below. The main stakeholders have been identified through an industry benchmark. Stevanato Group adopts practices that encourage dialogue and involvement with all stakeholder categories. Engagement is considered an essential element of the Group’s sustainability strategy and is directly correlated to the Group’s medium and long-term success. The main channels of dialogue and interaction are summarized below. The methods and frequency of stakeholder involvement vary according to the issues and opportunities subject to discussion during the year. Stakeholder Engagement and interaction flow Employees Projects and/or initiatives for company welfare Company Intranet Internal newsletter Insertion schemes for new employees Company meetings to discuss results and future objectives Training programs Round table discussions with unions Suppliers Regular meetings Quality assessment audits/visits Customers Regular meetings Surveys/market research Continuous dialogue through communication channels (e.g., e-mail, telephone, social media, posts) Company website Participation at trade fairs Community and local authority Projects to support social initiatives Meetings with representatives of local institutions Universities and research centers Site visits Partnerships with key universities and schools in Italy and abroad Regulators and authorities Discussion meetings with representatives of institutions Shareholders and Board of Directors Meetings organized throughout the year Sustainability 20

Sustainability Report – 2022 2.2 Certifications and awards Certification Description Company (countries) ISO 15378 Primary packaging material for medicine products—particular requirements for the application of ISO 9001:2015 with reference to Good Manufacturing Practice (GMP) Nuova Ompi (IT-PD) Nuova Ompi (IT-LT) Medical Glass (SK) Ompi North America (MX) Ompi of China (CN) Ompi do Brasil (BR) Balda (DE) ISO 13485 Medical devices—Quality management systems Nuova Ompi (IT-PD) Balda (DE) Balda (US) SG Lab (IT-PD) US Tech (US) ISO 9001 Quality management systems Nuova Ompi ( IT-PD) Nuova Ompi (IT-LT) Medical Glass (SK) Ompi North America (MX) Ompi of China (CN) Ompi do Brasil (BR) Balda (DE) Balda (US) Spami (IT) SG Lab (IT-PD) US Tech (US) ISO 45001 Occupational Health and Safety Management System Nuova Ompi (IT-PD) Nuova Ompi (IT-LT) Medical Glass (SK) Ompi North America (MX) Ompi of China (CN) Ompi do Brasil (BR) Balda (DE) ISO 14001 Environmental management systems Nuova Ompi (IT-PD) Nuova Ompi (IT-LT) Medical Glass (SK) Ompi North America (MX) Ompi of China (CN) Ompi do Brasil (BR) Balda (DE) ISO 50001 Energy management systems Balda (DE) ISO 17665 Sterilization of health care products—Moist heat Nuova Ompi (IT-PD) ISCC+ International Sustainability and Carbon Certification Nuova Ompi (IT-PD) Balda (DE) ISO 17025 General requirements for the competence of testing and calibration laboratories SG Lab (IT-PD) Sustainability 21

Sustainability Report – 2022 BRONZE 2022 ecovadis Sustainability Rating 2021 PHARMA INNOVATION AWARDS PHARMA MANUFACTURING C_lab Contamination Lab Veneto One of the most important awards Stevanato Group received in 2022 was the Eco-Vadis Bronze Medal. The award acknowledges companies’ sustainable business practices in regards to the environment, labor and human rights, ethics and sustainable procurement. EcoVadis rated the Group’s performance in the top 25% of companies in the “Manufacture of glass and glass products industry” and the top 34% of companies overall. Sustainability 22

Sustainability Report – 2022 2.3 Participation in organizations and associations Stevanato Group cooperates with an extensive network of trade associations and organizations, facilitating the exchange of ideas, knowledge and different points of view DCAT ISPE® PDA® Parental Drug Association MassBio® Massachusetts Biotechnology Council ICG International Commission on Glass China Pharmaceutical Packaging Association Sustainability 23

Economic Sustainability 3

The creation and distribution of direct economic value produced by Stevanato Group and the impact on key stakeholder categories. 3.1 Stakeholder value creation Reported on an accrual basis, this section includes the basic components from Profit and Loss (P&L) statements for the global Group operations in accordance with GRI Disclosure. Stevanatos operational activities create value for a wide variety of stakeholders, including: " Suppliers (operating costs) " Personnel (employee wages and benefits as total payroll) " Lenders (financial charges) " Public administration (government payments such as taxes) " Communities (donations, sponsorships and collaborations. Direct economic value generated and distributed ( /000) [GRI 201-1] 2022 2021 (A) Total Economic value generated by Stevanato Group 1,008,444 865,391 (B) Economic value distributed by Stevanato Group 789,924 675,906 Operating costs Remuneration to suppliers 486,901 424,043 Remuneration to personnel 256,374 211,635 Remuneration to lenders 10,704 8,637 Remuneration of the public administration 44,625 31,404 Donations 320 188 (A-B) Economic value retained by Stevanato Group 209,520 189,485 Amortization & Depreciation 64,779 55,440 Loss on receivable 53 946 Provisions and reserves 1,672 (1,169) Net Profit 143,016 134,269 In 2022, the economic value distributed by Stevanato Group totaled 790 million . The difference between the value created and distributed equaled more than 209 million and was invested in the Groups business development.

4 Research, development, innovation and product responsibility

4.1 Stevanato Group products, technologies and services The figure below provides a breakdown of the Groups segments as well as the business lines included within each segment. Stevanato Groups two main business segments (Biopharma-ceutical and Diagnostic Solutions, and Engineering), combined with its global presence, allow it to sell products and provide services in over 70 countries worldwide, mainly through business-to-business marketing channels and select distributors. STEVANATO GROUPS OFFERING Segments Biopharmaceutical and Diagnostic Solutions Engineering Business Lines Drug Containment Solutions Stevanato Group EZ-Fill(R) PFS Vials Cartridges Bulk Analytical Services Drug Delivery Systems IVD Solutions Assembly Visual lnspection Packaging & Serialization Glass Converting lntegrated Solutions Systems Processes Services ACROSS THE FULL DRUG DEVELOPMENT LIFE CYCLE Development Delivery Pre-Clinical Phase I Phase II Phase III Commercial Phase IV

Stevanato Group refers to premium products in the Biopharmaceutical and Diagnostic Solutions segment as its high-value solutions. High-value solutions are fully-owned, internally-developed products, processes and services for which the Group holds intellectual property rights or has strong proprietary know-how, and that are characterized by technological and procedural complexity and high performance. The high-value solutions deliver significant benefits to customers in terms of performance, time-to-market and reduced total cost of ownership. Among the company key high-value solutions is the EZ-fill(R) platform of ready-to-fill injectable products, which can be customized to meet clients needs. Finally, Stevanato Groups cutting-edge integrated systems, processes and services reduce lead times, total cost of ownership (TCO), and supply chain risk while providing real value to customers as well as improving patient treatment and safety. 4.1.1 BIOPHARMACEUTICAL AND DIAGNOSTIC SOLUTIONS Drug containment solutions Stevanato Group has a vast range of commercially available drug containment solutions geared towards specific biopharmaceutical requirements. Through the EZ-fill(R) pre-sterilized platform, we can streamline our customers operations, reduce complexity in the aseptic filling process, and improve quality, allowing a reduction of the total cost of ownership. The EZ-fill(R) configuration is available across all the product performance levels included in our drug containment solutions portfolio. Below, a summary overview of the four main performance levels: HIGH VALUE SOLUTIONS Designed around key attributes of drug products SG EZ-fill APPLICATION AREAS VALUE PROPOSITION Alba(R) Protein-based drugs (Biologics) lnternally treated with an innovative coating reducing to ultralow content a) silicon oil droplets, b) any potential product-related substance such an extractable cormpound. Alba vials are under development. Nexa(R) High-value drugs Superior cosmetic quality and improved mechanical resistance thanks to proprietary, highly-automated process expertise around NMTG and NGTG criticai unit operations. LDP Vaccines and diluents Innovative borosilicate glass vials signicantly reduce any corrosion and delamination risk. Fina(R) Injectables A robust process validated for high volumes and characterized by high-quality consistency and customization.

Drug Delivery Systems Over the past few years, Stevanato Group has strategically expanded its drug delivery systems team and broadened its offering to include capabilities and services as an integrated solutions provider. The company is now well-positioned to help its pharmaceutical partners launch drug products to market in a delivery device that suits the needs of patients. Stevanato Group focuses on two main areas with regard to drug delivery systems: Contract Manufacturing and proprietary and licensed devices. Through Contract Manufacturing, Stevanato Group provides customers with scalable manufacturing solutions for their drug delivery system programs. Stevanato Groups proprietary and licensed devices include pen injectors, auto-injectors, on-body delivery systems and inhalers. Pen injectors Alina(R) is a variable- and fixed-dose disposable pen injector based on Axis-D technology, exclusively licensed from pen injector device expert, Haselmeier. It is suitable for a broad range of therapeutic areas including diabetes and obesity. Auto-injectors Together with Owen Mumford, Stevanato Group is providing Aidaptus(R), an intuitive, disposable auto-injector solution that offers flexibility and speed-to-market for customers. Aidaptus will be manufactured by both Owen Mumford and Stevanato Group. On-body devices Stevanato Group is developing a semi-reusable cartridge-based On-Body Delivery System composed of two parts: a disposable pod and a reusable controller. It is optimized for the administration of complex drug regimens from mid-high volume cartridges. Inhalers ICOcap(R) is an easy-to-use, capsule-based dry powder inhaler licensed from inhalation specialist, Iconovo. It incorporates improved handling with equivalent performance to marketed products that are used to treat asthma and COPD. IVD Solutions As a one-stop solution provider and manufacturer, the Group can cover all parts of the process, from product development to delivery of the final product, packaged and sterilized as needed. Stevanato Group solutions focuses on point-of-care devices, in-vitro diagnostic consumables, and medical solutions.

Analytical services As a branch of Research and Development, our Technology Excellence Centers focus on investigating the physical-chemical properties of primary packaging materials and components and studying the interactions between drug containment solutions and drugs. Stevanato Group relies on a multi-disciplinary team of highly-skilled professionals including scientists, engineers, pharmaceutical chemists and biotechnologists. Their knowledge and experience cover a range of specialized areas including drug containment solutions and drug-delivery devices. 4.1.2 ENGINEERING Stevanato Group counts on a vast portfolio of technologies and manufacturing equipment to best serve its customers. First, the Group is specialized in glass converting, producing fully-automated, high-speed, precision glass tube converting lines through its brand, Spami. The Group can provide accurate processing of ampoules, vials, cartridges and syringes throughout the development process and rigorous product inspection via state-of-the-art camera control systems. Secondly, Stevanato Group provides flexible inspection solutions at any stage of the product journey, from lab development to high-volume production. The Group provides inspection solutions for ampoules, vials, cartridges, syringes or bottles filled with various drugs. The inspection machines can be divided into manual, semi-automatic and automatic equipment. Finally, Stevanato offers device assembly and packaging equipment, designing and manufacturing flexible stand-alone or turnkey integrated systems that address customers needs from the early stages up to commercialization. It delivers precision assembly of a wide variety of medical devices including pen injectors, auto-injectors, nasal sprays, inhalers, wearables, cartoning machines, packaging machinery and palletizing modules, and utilizes equipment compliant with serialization and tamper-evident requirements.

Stevanato Group believes that its greatest challenge and opportunity is to continue growing and supporting its customers through regenerative business innovation while making a positive impact that benefits all. The Group acts as a trusted partner for customers and develops mission-critical drug containment, delivery and diagnostic solutions. Drug Containment Solutions Developing solutions to maintain the stability, potency and purity of biopharma customers products Drug Delivery Systems Focusing on DDS patient-centricity, sustainability and digitalization Process Excellence & Digitalization Continuously innovating the Group manufacturing processes to deliver superior quality, reducing waste and risk of drug shortages 4.2 R&D and Innovation Investment in research and development is a fundamental component of Stevanato Groups growth and continued success. The company invested approximately 34.4 million in 2022 corresponding to 3.5% of revenue (in 2021, 29.6 million was invested, equal to 3.5% of revenue). The research and development team comprises about 140 highly-skilled and specialized employees operating in Italy, Germany and the United States. R&D also represents a dimension of Stevanato Groups vision, allowing it to evolve from a packaging component and automated equipment supplier to a leading provider of mission-critical drug containment, delivery and diagnostic solutions for the pharmaceutical, biotechnology and life sciences industries. The R&D department is divided into two divisions in line with Stevanato Groups business segments: Biopharmaceutical and Diagnostic Solutions, and Engineering. The two R&D divisions cooperate in perfect synergy in terms of maximizing value creation and accomplishing cross-functional projects. The mutual strategy of Stevanato Groups R&D department is based on three fundamental pillars that focus and align the R&D team with the Companys business growth. These three pillars are the guidelines of the Groups R&D divisions: each R&D project is designed to contribute and support one or more of these pillars. As far as R&D and Innovation products, Stevanato Group is committed to introduce sustainability concepts in its programs since the beginning of projects. Dedicated check lists for each single new product/project will be implemented and then monitored thus to be sure to keep sustainability high in the development of new products, independent on the area of development. For instance, such approach is applied at concept design stage, at materials selection stage or on how to extend the lifetime of the product or allow its reuse. 4.2.1 R&D FOR DRUG CONTAINMENT SOLUTIONS (DCS) Stevanatos DCS team is dedicated to developing syringes, vials and cartridges with the lowest particle generation, reduced or even no extractable release, and a metal-free option. The team is also responsible for the improvement of deep freeze/dead volume properties of Stevanato Group solutions to refine the Vaccine and Gene Therapies application. To deliver superior Process Excellence & Digitalization, the Drug Containment Solutions team is working on different projects, among which, the development of a unique identification and serialization system of individual containers. Finally, the DCS team contributes to the development of Drug Delivery Systems designed around patient-centricity, sustainability and digitalization and provides superior primary packaging fully compatible with the devices under development. The main innovations included in the Drug Containment Solutions portfolio are: ALBA(R) Platform, Integrated Safety System (ISS) and Primary Container Traceability. Stevanato Group has also introduced new sustainability practices as part of its corporate Circular Economy innovation program. In particular, projects

were mobilized to identify alternative materials and processes that provide more sustainable sterilization techniques while maintaining the overall performance of materials post-sterilization cycle. As part of its corporate sustainability innovation program, Stevanato Group launched a sustainable version of secondary packaging for syringes focusing on biopolymers and recycled plastic as well as packaging and process improvements to reduce related emissions and other sustainable measures. Stevanato Group is committed to reducing emissions and the use of fossil resources. The Ready-To-Use drug containers require single-use polymers for the pharmaceutical secondary packaging (Nest and Tub), ensuring sterility and processability. Indeed, a Bio-Circular version of poly-styrene and polypropylene used to produce secondary packaging of syringes was identified. Raw material to produce polymer is obtained from renewably sourced feedstocks derived solely from waste. This reduces the fossil resources consumption and emissions associated with the life cycle of the product while ensuring the same level of quality. The proposed solution is now being tested on one article code and, once proven successful, can be scaled up to the entire RTU product family. Thanks to the ISCC+ certification, rigorous compliance with the mass balance approach is ensured and trust among the different players of the value chain is maintained. In 2022, Stevanato Group also launched a high-end Ready-To-Use (RTU) solution platform with an initial focus on vials, based on the Groups market-leading EZ-fill(R) technology: EZ-fill Smart". The platform offers the market a more environmentally-friendly sterilization method compared to traditional Ethylene Oxide (EtO) sterilization that can result in improved safety. It is intended to improve sustainability and increase the packagings efficiency using biopolymers and recycled plastic. The innovative, fully passive EZ-fill(R) Integrated Safety System is designed to reduce needle-stick injuries and is delivered sterile and ready for filling, enabling pharmaceutical companies to add needlestick protection to their syringe products. In contrast to traditional add-on models in the market, Stevanato Groups Integrated Safety System (ISS) is a simplified, pre-assembled component. Its design promotes sustainable advancements throughout the entire pharma company manufacturing process including: " Fewer materials and parts to purchase (incoming and outcoming), equating to plastic reduction. " Reduced shipping and transport costs (only one shipment of the pre-assembled system is needed), resulting in reduced CO emissions. 2 The Group is also actively collaborating with the scientific community and universities to advance its scientific insight into the Groups current and prospective product line, as well as to provide its customers with the latest know-how on specific products. In certain research areas, including chemical-physical and morphological characterization of glass surfaces and drug interactions, Stevanato Group cooperates with universities such as Ca Foscari University (Venice, Italy), Federico II University (Naples, Italy), the National University of Ireland Mynooth (Ireland), and the University of Trento (Italy). 4.2.2 R&D ON DRUG DELIVERY SYSTEMS (DDS) In addition to the activities related to Drug Containment Solutions, a fundamental responsibility of Biopharma-ceutical and Diagnostic Solutions R&D is the development and expansion of Stevanato Groups Drug Delivery Systems (DDS) portfolio. This includes developing innovative delivery solutions that are focused on usability, safety, performance and manufacturability. The main projects the department is working on include: Alina(R), Aidaptus(R), Stevanato Groups On-Body Delivery System, and ICOcap(R).

Alina(R) is a disposable, multi-use pen injector platform for subcutaneous administration of injectable therapy. The platform is available in variable and fixed-dose versions compatible with established therapeutic regimens as well as innovative drug therapies beyond diabetes and weight management. The project involves multiple Stevanato Group sites and functions and an international design and development team. Aidaptus(R) is an innovative disposable auto-injector offered in collaboration with design and development partner, Owen Mumford, a certified B Corporation. Aidaptus(R) can be especially suitable for pharmaceutical companies for reducing risk during drug development and life cycle management as it accommodates both 1 mL and 2.25 mL syringes with minimal part changes, automatically adapting to different drug fill volumes. The minimal change parts required for the different pre-filled syringes reduces manufacturing complexity, thus, offer sustainability advantages. An added value for patients is that the simple and easy-to-use device allows them to self-administer their therapy. Stevanato Groups On-Body Delivery System is a drug delivery device composed of a reusable controller and a disposable pod with a pre-loaded cartridge. The reusable part extends the lifespan of the product to multiple-uses and reduces product waste for a more sustainable device solution. The device enables controlled self-administration of therapy while reducing unnecessary hospital stays. With the ability to deliver micro-precision basal doses and full-content bolus injections, the On-Body Delivery System is a highly flexible and customizable platform suitable for a wide range of therapies. A number of developments have reduced the systems energy consumption, improving overall efficiency and extending battery lifetime. ICOcap(R) is a capsule-based dry-powder inhaler for the treatment of asthma, chronic obstructive pulmonary disease (COPD) and other respiratory-related diseases. Licensed from inhalation specialist, Iconovo, the device performs similarly to established inhalers on the market while offering improved handling features. The project involves multiple Stevanato Group sites, functions and an international design and development team. The team has improved the manufacturing process by eliminating unnecessary materials and assembly steps and optimizing the molding of components, reducing the scrap rate. 4.2.3 R&D ON ENGINEERING The Engineering department analyzes internal and external expectations in order to clearly guide product development in the following directions: high performance, quality and reliability, and smart and connected equipment. The Engineering quality control systems are designed to ensure that the manufacturing processes, including those of pharma customers and contracted manufacturing companies, comply with Generic Good Practice (GxP) standards based on the Good Automated Manufacturing Practice (GAMP) guidelines issued by the International Society for Pharmaceutical Engineering (ISPE). Each individual piece of machinery/equipment is developed and manufactured as a singular project and ad-hoc project management tools are utilized to manage every stage and minimize risk. Like the Biopharmaceutical and Diagnostic Solutions R&D division, the Engineering division contributes to the three R&D pillars, in particular, to Process Excellence & Digitalization. Below are the main projects under Engineering R&D essential to promoting innovation and increasing Stevanato Groups competitiveness and market share. Smart Factories: The Group has designed its production plants to be highly interconnected.

Digital Twin The customer can review a machines performance and interact virtually with the equipment before going into production. This allows the customer to foresee possible problems and reduce the production time needed based on anticipatory decisions. Inspection Emulator: This product is a virtual simulation of the machine vision inspection process. The overall target is to optimize and develop vision inspection recipes completely off-line. In this way, the development is performed without machine stop time. Vision Robot Unit A robotic human-like inspection unit for inspecting parenterals that allows for flexibility along with the replicability and stability given by automatic equipment. MAVIS platform: it is the latest suite for high performance inspection results. Developed to inspect up to 400 pieces per minute, it matches the market requirements for flexibility, gentle container handling, easy maintenance and control, in a compact footprint. The first arrival of the series, in 2022, is suitable for the inspection of pre-filled syringes. Stevanato Group expects to extend the MAVIS platform by adding to its portfolio in 2023 also a new equipment inspecting multiple container types on the same machine. New SW and HW Platform for Inspection Equipment The Group invested in a new SW platform in 2021 aiming to improve performance and increase customer satisfaction. Lines development improvements Stevanato Group is developing new lines with the purpose of reducing capital expenditures and industrial costs, increasing productivity and improving in-line quality control. Assembly | ColleQX data collection tool: ColleQX was developed in cooperation with a pharmaceutical company to create the best solution for data collection and analysis. The enhanced quality of data can help shed light on essential preventive maintenance activities and performance improvements.

Artificial Intelligence (AI): Stevanato Group is leveraging the power of AI to drive its growth and enhance its services. One of the key benefits of AI in the pharmaceutical world is its ability to analyze large amounts of data quickly and accurately. Stevanato seeks to leverage this innovative technology to streamline customers operations. One application is the use of Neural Networks in visual inspection systems to address the issue of false rejects. Indeed, AI matches the actual image of the product under inspection with a vast library of similar images of accepted and rejected products, thereby identifying the likelihood of it belonging to one of the categories. The pharma industry has been actively studying this technology over the past two years and Stevanato Group is among the forerunners. Ready-To-Use (RTU) vials: Stevanato Group is among the leading players in producing and marketing presterilized containers, and the EZ-fill Smart" platform is its latest development to satisfy the growing demand for RTU vials. All the equipment for Stevanato Groups EZ-fill Smart" platform is designed and manufactured in-house. The platform leverages increased automation throughout the manufacturing process, increasing productivity and reducing human error. Additionally, EZ-fill Smart" features no glass-to-glass and no glass-to-metal contact, which improves the quality and integrity of the vials throughout the product life cycle. 4.2.4 ANALYTICAL SERVICES Stevanato Groups Technology Excellence Centers (TECs) have a staff of more than 30 people based in the Piombino Dese (Italy) and Boston (US) sites. Stevanato Group TECs personnel have backgrounds in chemistry, engineering, physics, materials and pharmaceutical sciences. TECs have the following certifications: ISO 9001, 13485 and 17025. Their knowledge focuses on: " Studying drug interaction with containment solutions (primary packaging and add-on components). " The design, development, validation and execution of engineering and verification testing of medical devices and combination products. The Group TECs have implemented innovative tools to support phenomena understanding (e.g., mathematical modeling) that have been or will be used to de-risk the development initiatives of the new product platforms within Stevanato Group. Furthermore, the Technology Excellence Centers have continued to support the strategic collaboration with worldwide academia, contract research organizations, and public or private institutions to identify the next generation technologies (products and processes) associated with medical devices and combination products.

As a commitment to the production of high-quality products, Stevanato has adopted a Group Quality Policy which aims to collaborate with its customers throughout the life cycle of their products, from concept development to commercialization and post-sales support. The policy reflects the Groups dedication to delivering high-quality products, advanced technologies and services that fulfill and anticipate its customers needs and ISCC+ certification requirements while ensuring the chain of custody in the processing of sustainable materials along the value chain. 4.3 Product quality and responsibility The Group is committed to creating high-quality systems, processes and services that enhance the integrity of medicines. To ensure product quality, Stevanato Group meets the following certification standards: " ISO 15378 Primary packaging material for medicine products this certification is effective for Nuova Ompi (Padua and Latina), Medical Glass, Ompi North America, Ompi of China, Ompi do Brasil and Balda Germany. " ISO 13485 Medical devices quality management systems this certification is effective for Nuova Ompi (Padua), Balda Germany and Balda USA, Stevanato Group Lab Analytics and US TEC. " ISO 9001 Quality management systems this certification is effective for Nuova Ompi (Padua and Latina), Medical Glass, Ompi North America, Ompi of China, Ompi do Brasil, Balda Germany, Balda USA, Spami, Stevana-to Group Lab Analytics and US TEC. " ISO 17025 General requirements of competence for testing and calibration laboratories, effective for Stevanato Group Lab Analytics. " International Sustainability and Carbon Certification (ISCC+) for Nuova Ompi (Padua) and Bal-da Germany. ISCC+ is a globally recognized certification system for recycled and bio-circular materials that ensures compliance with social and environmental sustainability criteria. To ensure this, checks are carried out at every point in a supply chain to establish integrity and clear evidence of sustainable materials. The achievement of this certification is an important step in enhancing our product portfolio as the Group broadens its sustainable development practices. The ISCC+ certification at Stevanato Groups German and Italian sites (Balda Medical and Nuova Ompi) is the first step of a long-term roadmap that will lead to regenerative business innovation at Stevanato Group while strengthening its positioning in the market. Everyone in Stevanato Group, from senior management to individual employees, is accountable and strives to ensure the continuous improvement and effectiveness of Stevanato Group Quality Management System and Stevanato Group Quality Policy in order to maximize the quality and integrity of the Groups products. Drug containment, diagnostic and delivery solutions often came from years of collaboration with customers to develop the optimal method for containing a drug product and delivering it to the patient community. The customized solutions provided vary depending on the characteristics and chemical composition of the pharmaceutical products, logistical needs (e.g., transport and shelf-life), factors such as the designated patient community (including, potentially, the geographic location), and specific regulatory requirements. The containment and delivery solution provided is an integral component of the drug product itself and part of the regulatory filings required to approve drug product marketing and commercialization. Hence, the quality and dependability of drug containment and delivery solutions is critical to obtaining commercialization and marketing approval from regulatory agencies. As a result, it is often the case that drug product containment and delivery solutions cannot be changed without amending the regulatory filings that have been specifically approved by the relevant regulatory agency. During 2022, there were no incidents of non-compliance with regulations and/or voluntary codes concerning the health and safety impacts of products and services.

5 Attention to Human Capital

Values and Guiding Principles are the cornerstone of harmonious interactions at Stevanato Group and the roots of our leadership in excellence. We foster a culture that respects Diversity, Equity & Inclusion and encourages individual contributions, rewarding merit and measurable achievements. The Groups policies focus on ensuring fair treatment in terms of compensation, benefits and career development and embrace gender diversity as a first step of the journey. 5.1 Stevanato Groups human resources Stevanato Groups HR strategy endeavors to build a strong team and foster the Groups sustainable growth through several key areas of intervention: " Talent acquisition: Attracting talent through competitive offers in terms of career and self-development for all candidates, while ensuring fairness and inclusivity in the selection process. " Talent management: Offering paths to learning and development that nurture and retain talent as well as support the Groups growth. Training courses that bolster technical, managerial and organizational skills for employees continuous improvement and tools that assess employee performance help individuals constantly evolve and pursue their personal objectives. " Total reward: Implementing clear policies to reward merit and measurable achievements in a transparent, equal and fair way. " Engagement and culture: Disseminating Stevanato Groups corporate culture, starting from the company Values and Guiding Principles, and focusing on customer-centricity, quality mindset, safety and diversity. " Diversity, Equity and Inclusion: Promoting a social environment that creates a sense of belonging and values diversity at all levels and locations. This consists of inclusion policies, diversity management plans and equal opportunities (including equal pay for equal roles), as well as monitoring and elevating KPI diversity targets. " Employee well-being: Advancing welfare programs that support employee well-being and work-life balance including initiatives in favor of work flexibility (working hours, smart working, etc.), as well as physical and mental health support plans. The Group is guided by legislation and international principles and is committed to maintaining a climate of trust and respect which promotes inclusion and team spirit. The Code of Ethics sets out the standards of conduct identified by the Group. All stakeholders shall respect the Guidelines which represent Stevana-tos pillars of business, among which: legality, fairness, anti-discrimination, professionalism, transparency, market abuse prevention, diligence and commitment in daily work execution, corruption prevention, privacy, health and safety, integrity, sustainability and environmental safety. As a multinational organization, the Group manages people of different nationalities, genders and cultures who work together in a climate of mutual respect. The objective is to promote an inclusive approach that encourages creativity and innovation, contributing to the development of multicultural human capital with different backgrounds and characteristics. A positive work climate at all Group facilities is ensured through dialogue and the sharing of opinions and ideas. The Company offers the possibility of membership in trade unions and the right to collective bargaining in compliance with respect for human rights and diversity. It also adheres to

work hours in line with regulations and ensures that its employees needs are taken care of (e.g., sick leave, etc.). The human resource statistics have been reported using the headcount methodology at the end of the reporting period. For an overview of the distribution of employees by region (Italy, Rest of EU, extra-EU), please refer to the table reported in the Annex section of this document. As of December 31, 2022, Stevanato Group had 5,255 employees3. The largest categories were Blue Collar (3,841 employees) and White Collar (1,202 employees) followed by 151 Managers and 61 Directors. Gender divisions are summarized in the table below. GRI 405-1: number of employees by professional category and gender % Employee category as of December 31, 2022 as of December 31, 2021 Male Female Total Male Female Total Director 86.9% 13.1% 1.2% 92.3% 7.7% 1.1% Manager 72.2% 27.8% 2.9% 75.6% 24.4% 2.7% White collar 63.3% 36.7% 22.9% 62.3% 37.7% 23.5% Blue collar 55.3% 44.7% 73.1% 53.9% 46.1% 72.7% Total 58.0% 42.0% 100.0% 56.9% 43.1% 100.0% The Group acknowledges that diversity and inclusion is a vital prerequisite for building an equitable, effective and successful organization. This is in line with Stevanato Groups Values and Guiding Principles as well as with the Groups strategy to create the best team possible by employing a diverse blend of individual skills, competencies, cultures, personal attitudes and strengths. For this purpose, Stevanato Group fosters a culture that values diversity, equity and inclusion in all the locations in which the Group operates and promotes staff well-being through globally competitive compensation and welfare programs. The company is committed to ensuring fair treatment in terms of compensation and benefits in addition to opportunities for career development regardless of gender, age, ethnicity, disability, sexual orientation and religion in all its sites. The Group prioritizes diversity starting with the talent acquisition process, following guidelines to ensure that CVs represent both male and female profiles and guaranteeing a diverse and balanced interview team. Increasing gender diversity will be a primary objective in the coming years and Stevanatos first step in a journey towards broader inclusion (cultures, religion, disability, etc.). This objective includes specific targets in top managements 2022 Short-Term Incentive goal card, whose progress is regularly monitored. 3. Including Ompi of Japan, Stevanato Group counted 5,260 employees as of 31.12.2022.

GRI 405-1: Number of employees by professional category and age category % Employee category as of December 31, 2022 as of December 31, 2021 30-50 30-50 <30 years 50 years Total <30 years >50 years Total years years Director 0.0% 60.7% 39.3% 1.2% 0.0% 59.6% 40.4% 1.1% Manager 0.7% 72.8% 26.5% 2.9% 0.8% 67.7% 31.5% 2.7% White collar 24.0% 64.0% 12.0% 22.9% 24.7% 63.0% 12.3% 23.5% Blue collar 26.1% 58.9% 14.9% 73.1% 25.6% 59.6% 14.7% 72.7% Total 24.6% 60.5% 14.9% 100.0% 24.4% 60.7% 14.9% 100.0% In 2022, the majority of Stevanato employees were between 30 and 50 years of age. In general, the search for new hires in the production area focuses on candidates with a technical and mechanical degree. For staff positions, a three-year degree or Masters degree in Engineering or Biotechnology is required, followed by Mathematics, Chemistry and Economics. The before-mentioned company growth program is part of a broader integrated human resources development project supporting Stevanato Groups Vision and business plan. The HR development plan is divided into a series of project activities that cover all areas of human resources, including: " analysis of process efficiency; " talent development, career planning and job rotation based on evaluation of performance and potential; " targeted training plans and paths for the development of soft and technical skills through the Stevanato Group Academy; " a Welfare system for Group companies. Stevanato Group is committed to enhancing the professional contribution of each of its employees and to building lasting relationships based on loyalty, mutual trust and collaboration. The majority of employees in the Group are employed with permanent contracts (86% of total Group employees). Note that the contract type of each employee is based on the definitions of specific national laws of the country in which the resource is based. Stevanato Group pays special attention to the needs of its employees, supporting working conditions and flexible hours for those who need it. The total percentage of employees working part-time in 2022 was 2.3% (122). Of the total headcount of female employees, 4.9% had part-time status as of December 31, 2022. Depending on the countries in which the Group operates and their local laws, working relations are regulated by national or corporate collective labor agreements or existing legislation. As of December 31, 2022, 75% of the Groups employees were covered by collective labor agreements. Employees not covered by collective bargaining agreements are employed under company or individual contracts based on local market standards and practices.

In order to meet the demands of a constantly evolving market and fulfill Stevanato Groups mission, the HR Departments main strategic objective is to build the best team possible to sustain company growth. An efficient team is an asset to the organization and can boost performance and success by tapping into each individuals unique strengths. 5.2 Employee management and development In order to correctly manage human resources in all the Company locations, Stevanato Group has a structured HR management system that streamlines processes and data. The system combines several fundamental HR functions such as storing employee data, and manages payroll, recruitment, benefits, hours and attendance, employee performance and competency tracking. Stevanato Groups remuneration policy is designed to treat all employees equitably following the guiding principle of meritocracy. This is reinforced by the constant monitoring of fair market compensation and alignment with the Groups professional model, which takes all positions into account: technical, professional and managerial. The remuneration policy pays individuals based on qualitative measures, such as pre-defined steps connected to their performance and the Groups values, as well as quantitative measures such as the achievement of specific KPIs. THE PERFORMANCE DEVELOPMENT PROCESS Fuel Performance Setting Goal Defining what can be expected from people and how they can contribute to the achievement of Stevanato Groups goals. The purposes are: setting specific, measurable, achievable, reliable and timely objectives (following SMART guidelines) in line with role-related needs and business needs; providing individuals with a clear vision of the expectations related to their role in line with company objectives and priorities; and finally, fostering the creation of a culture oriented toward responsible individual development. See Performance Discussion Mid-year Seeing, reinforcing and supporting the eorts made by individuals in the pursuit of those same objectives throughout the year, modifying priorities and resources according to the upcoming changes. The purposes purpose is to provide the employee and manager with the opportunity to hold an open and honest dialogue based on facts, which will facilitate improvement, development and growth. Recognize Performance Performance Evaluation Recognizing, assessing and evaluating the individual performance observed throughout the year. The purpose is to recognize actual behaviors and results rather than relying on assumptions, thereby reducing subjectivity and analyzing objectives set at the beginning of the year and the relative Competency Model. Feedback Session Discussing the Performance Evaluation with the individual through an open and transparent dialogue. The purposes are: providing an opportunity to foster motivation and engagement by providing feedback on yearly performance; setting expectations the upcoming months; and nally, providing a formal occasion to reinforce positive behaviors and correct ineective ones. Stevanato Group considers ongoing employee training an essential part of the company philosophy. The continuous development of specialized skills and abilities not only maintains the Groups competitive advantage, but also ensures that its customers receive technical solutions in line with their needs both in terms of quality and innovation.

The Learning & Development (L&D) department manages and coordinates training and development activities at the Corporate Level. Training is a fundamental process which starts at the very beginning of an employees professional career. In addition, EHS training is provided during the probation period and repeated with the frequency and manner prescribed by law. During 2022, the Group provided 29,902 hours of employee training related to EHS and required by law and 83,814 hours of training on the Quality Management System in compliance with ISO 15378, which is explained in detail in the sub-chapter below. The Groups remaining training activities classified as not mandatory amounted to 40,819 hours and included training in induction, language skills, technical skills, and job instruction and training related to Corporate Initiatives. In total, the Company provided 154,535 hours of training during 2022. Quality Training In compliance with ISO Standards and the principles of Good Manufacturing Practices, Quality Training is regularly provided and mapped for all employees. In relation to Good Manufacturing Practices, the training includes the risk of contamination and cross-contamination, potential hazards to the end-user and/or patient, and the impact of any deviations from specified procedures, processes or specifications on product quality or to the end-user. In addition, specific training in microbiological and particulate contamination and the potential risk of contamination to the patient is provided to select employees. Corporate Initiatives As part of Stevanato Groups One Group approach, the L&D Team focuses on initiatives that contribute to the sharing of knowledge and the adoption of the Company Values and Guiding Principles, such as the Mentorship Program. In 2022, targeted initiatives were held to strengthen knowledge about the Performance Development Process (PDP) and promote the Feedback Culture and a Customer-Centric Mindset. The Groups Graduate Program offered young talents strategic training modules dedicated to strengthening fundamental skills through two job rotations and the development of a work project. Stevanato Group Welfare Stevanato Group is currently implementing a global corporate welfare system in all of its plants worldwide. The agreement was designed in collaboration with the facilitys Trade Union and covers several interesting points. For instance, in the event of periods of absence exceeding those provided by law due to a life-threatening illness requiring ongoing treatment, the employee will retain his/her job until recovery. Additionally, permits have been granted to take care of disabled minor children and days of absence and flexible work hours have been increased for the care of ill children up to 12 years of age. The agreement also confirms assistance for families via a fragility bonus and a birth bonus (for further information, please refer to Sustainability Report 2021). To support new mothers, maternity leave has been extended up to 18 months after childbirth. Stevanato Group provides support and helps new mothers return to the work-place with individually designed paths. Regarding the services offered, no distinction is made in relation to employee contract type (part-time/full-time) but benefits vary according to geographic area and applicable regulations. Partnerships with training institutes and universities Stevanato Group is strongly committed to discovering and cultivating employees of the future. To this end, it forges close collaborations with schools and universities to establish school-work alternation and internship opportunities. The Group regards these esteemed partnerships as a pivotal element of its sustainability strategy, as it directly improves students career prospects and their placement in the labor market. Over the years, Stevanato Group has initiated various collaborations with schools and universities in the areas where the companys plants are located. Locally-based partnerships are the best way to promote the company and attract talent.

Stevanato Group is committed to operating its business under the principles of ZERO accidents, safe behavior and the highest work environment standards. 5.3 Occupational Health & Safety Stevanato Group prioritizes the health and safety of its employees through physical and mental harm prevention and promotion of employee health. The Company complies with occupational health and safety regulations, a Code of Ethics, and the Groups EHS Policy and Guidelines. Risk assessments are regularly performed to detect and assess workplace hazards and to engage employees in the development, implementation and performance evaluation of occupational health and safety management systems. Stevanato manages various aspects of health, safety and environmental impacts through EHS Policy, management system corporate policies, reference standard procedures, and supporting documents. Stevana-to Group companies are mostly ISO 45001:2018 certified. Ompi (PD-IT) Ompi (LT-IT) Medical Glass Ompi of North America Ompi of China Ompi do Brasil Balda Germany ISO 45001^^^^^^^ Certified SQS SQS SQS SQS SQS SQS TUV by At the Group level, EHS is overseen by the headquarters EHS Group Director, while local plant EHS Coordinators ensure implementation of Group policies and programs. Each entity establishes a documented training program, allowing employees to acquire necessary EHS skills. Stevanato provides EHS education and training to all employees (29,902 hours in 2022). Employees and their representatives participation and consultation in the development, implementation and evaluation of the occupational health and safety management system is obtained through: " involvement and prior consultation regarding the identification of hazards, risk assessment, control measures, preventive measures and accident analysis; " involvement in the development and revision of EHS policies, objectives and goals; " periodical meetings held in accordance with the frequency and method of the local legislation. Employees are requested to inspect workplaces for potential risks before starting work or a new job, reporting each hazardous condition via TAG formats. The Improvement Team on Safety led by the department of Supervisors addresses follow-up activities and corrective-action tracing. Monthly safety inspections of responsibility areas are performed by Supervisors and Shift Leaders with checklists

periodically examined by Local Top Management. Formal investigations of incidents with no serious consequences are led by department leaders with the involvement of Top Management as needed. Corrective actions are taken to avoid repeating accidents and injuries are reviewed by the HQ EHS dept. HR and the local EHS Coordinator support injured employees return to work via a re-entry program. The SA Pillar team uses a TAG system for reporting unsafe acts, behaviors, and near misses, which is clearly posted in working areas or departments. The Improvement Team analyzes reported events weekly, identifying root causes and assessing opportunities for improvement or corrective actions. The company medical service visits periodically to prescribe medical protocols for residual risks based on risk analysis of tasks, which are reviewed cyclically. In some Group entities, employees have access to additional healthcare insurance that includes agreements with third-party private medical clinics. In fact, as part of Stevanato Groups corporate welfare program, employees have supplementary health coverage (reimbursement of expenses + various free services). Furthermore, in compliance with legislative requirements, all the Group companies provide periodic mandatory medical visits carried out by an assigned doctor who assesses employee health and job suitability. Stevanato Group companies also organize initiatives aimed at promoting health through diverse medical care services that are free-of-charge. Several health promotion campaigns have been carried out to promote awareness and good practices such as flu vaccination campaigns, medical issues and cardiovascular disease prevention campaigns dedicated to women and men, cancer prevention campaigns, safety training programs and initiatives promoting a healthy lifestyle. For further details, please refer to the corporate website at ESG section. Stevanato Group Program continued in 2022 with eight pillars and included a zero injuries long-term safety policy for promoting proper health and safety conduct at all levels, supporting a World Class Operations Management (WCOM) transformation that meets the demands of customers at the global level. In 2022, there were 57 work-related injuries at the group level with 0 high-consequence injury cases; no work-related fatalities were reported. The most common injuries reported were slips, trips, falls and cuts from handling glass products and equipment. Hazards include slippery surfaces and uneven footing, which are identified and eliminated through the accident investigation procedure. In 2022, Stevanato Group reduced the rate of recordable injuries by approximately 32%, mainly in the Glass (DCS) and Engineering divisions. GRI 403-9: Occupational Health & Safety Rates and Injuries4 Work-related injuries 2022 2021 Number of recorded work-related injuries 57 70 Number of high-consequence work-related injuries (excluding fatalities) - 1 Number of fatalities as a result of work-related injury - -Number of worked hours 8.853.667 7.376.860 Rate of recordable work-related injuries (%) 6,44 % 9,49 % Rate of high-consequence work-related injuries (excluding fatalities) (%) - 0,14 % Rate of fatalities as a result of work-related injury - -Rate of total injuries occurred at work (%) 6,44 % 9,6 % 4. The scope of health and safety data includes employees only. The Group assesses the possibility of collecting data from external collaborators. In 2022, one injury with no high consequences regarded an external worker.

Supply Chain 6

Stevanato Group aims to have an optimized and risk-mitigated supply chain and manufacturing network with a diversified supplier base and ongoing engagement with key partners. 6.1 Responsible supply chain & procurement Stevanato Groups supplier selection process and purchasing conditions are inspired by the values and criteria of competitiveness, objectivity, respect- ability, correctness, impartiality, fair pricing and quality. Procurement processes aim to achieve the maximum competitive advantage for the Group while ensuring fairness and impartiality towards every supplier in possession of the necessary prerequisites. The contractual relations with Stevanato Group are subject to an initial assessment at the time of purchase and are regularly monitored. The Company has specified analytical purchasing rules that establish the contractual conditions, governing the purchase of raw materials, semi-finished products, or preparations and services. Stevanato Groups supply chain is composed of more than 4,700 suppliers. Focusing our analysis on suppliers with annual spending higher than 150,000 (or equivalent in local currency), it is possible to note that more than 90% of the total expense applies to only 499 suppliers. These suppliers represent just 11% of the total number (4,768). In particular, the top 10 Stevanato Group suppliers account for 29% of the total procurement amount. Stevanato Group works incessantly to meet pharmaceutical quality and regulatory industry standards for products and services. To do so, it carries out quality control audits on its suppliers following specific procedures designed by Stevanato Procurement functions focused on documentation management, production processes and other factors. Stevanato Group is also audited by its own corporate customers. In 2021, Stevanato Group began requiring both new and existing suppliers to adhere to its Code of Conduct. Adherence ensures compliance with existing laws, loyalty, professional rig- or and correctness as well as respect for the environment, human rights and workers rights. Any conduct that differs from these principles could result in the termination of the business relationship, or be a precluding factor for additional collaboration. Stevanato Group requires its suppliers and service providers (in terms of legal compliance) to comply with the statutory requirements of the applicable legal system and with the recognized international standards of ethical conduct. In 2021, Stevanato Group started a col- laboration with EcoVadis which carried over into 2022. With EcoVadis support, Stevanato Group mapped out its sup- plier base by ESG topics with the goal of monitoring their environmental and social responsibility and pushing for corrective actions where needed. By the end of 2022, 173 suppliers - approximately 54% - had been assessed. An additional 2% of suppliers have joined the project and are currently under review.

STATUS OF ECOVADIS RATING ANALYSIS 53.6% 2.0% 4.1% 40.3% 100% RATED ON-GOING DECLINED TO DO TOTAL Results of the assessment are fairly good with an overall score of 53 based on reviews of all 173 suppliers, as shown in the table below. Stevanato Group has higher than average scores across all four areas compared to the EcoVadis benchmark. In addition, 69% of suppliers have a score above 45. SCORE DISTRIBUTION Scored Suppliers 173 Overall Score 53.0 EcoVadis: 44.9 ENV 53.9 EcoVadis: 44.9 LAB 56.1 EcoVadis: 47.7 FBP 50.0 EcoVadis: 43.0 SUP 44.7 EcoVadis: 37.0 50 40 30 CENT PER 20 10 0 27% 23% 20% 14% 8 7% % 1% 0% 0% 0014 1524 2534 3544 4554 5564 6574 7584 85100

Suppliers have been divided by location, taking into consideration their registered offices, if local or not, for the organization. For the drug containment solutions division, Nuova Ompi in Italy was included in the scope of analysis. According to the analysis, the distribution of its procurement budget for glass suppliers is mostly linked to Italy with a value of 63%, followed by the rest of the EU with 33% and extra-EU with 4%. For the IVD business division, the company included in the scope of analysis was Balda Medical in Germany. Of its suppliers, 71% are located in Germany, followed by the rest of the EU with 32% and extra-EU with 7%. Finally, for the Engineering segment, the companies in the scope of analysis included SPAMI and Innoscan. Analyzing Spami, almost the entire expense budget is connected to Italy with a value of 93%, followed by the rest of the EU with 6% and extra-EU with 1%. The majority of Innoscans expense budget is connected to Denmark with a value of 91%, followed by the rest of the EU with 8% and extra-EU with 1%. Merging the two companies, EU purchases represent 99% of the total expenditure.

7 Environmental Responsibility

Sustainability Report – 2022 7.1 Stevanato Group’s commitment to the environmentStevanato Group relentlessly seeks to reduce the environmental impact of all its processes and products. Accordingly, the Group aims to tackle climate and nature-related trends and risks through the optimization of natural resource consumption, improved efficiency, and innovative solutions, as reflected in the Group’s EHS policy. In order to constantly monitor its environmental footprint, Stevanato Group set up a global management system that identifies potential risks, enacting preventive measures and attentive supervision. The Environmental Management System is compliant with ISO 14001 and certified in seven of the Group’s primary production sites (see Quality—Stevanato Group). The environmental data presented refers to all the Group’s production sites. It does not include the Group’s commercial companies, which are deemed immaterial given the small number of employees and their non-engagement in production activities. Any other exceptions or limitations to the scope are specified below in each table.Stevanato Group has identified the possible environmental impact areas of its business thanks to the materiality analysis (see chapter 2.1 Approach to sustainability), which include energy consumption, GHG emissions, water management and waste management. The Group regularly monitors and manages these impact areas to ensure compliance with the ruling legal requirements of the countries where it operates. Environment 50

Sustainability Report - 2022 7.2 Energy Consumption and GHG Emissions Attention to the environment is one of the priorities of the Sustainability Group Strategy. Stevanato carefully and responsibly manages its energy consumption. For companies in the Drug Containment Solutions business, the main energy sources are natural gas and electricity, whereas for Drug Delivery Systems, In-Vitro Diagnostic Solutions, and the Engineering segment, the main energy vector is electricity. Additional consumption derives from diesel and gasoline fuel both for heating and for emergency electrical generators in the Drug Containment Solutions plants in Piombino Dese, Brazil and Mexico, and for transportation of the company’s logistic vehicles and company cars. To advance sustainable mobility, the Group began upgrading its company fleet to hybrid vehicles in 2021. Stevanato Group has introduced a number of initiatives focused on mitigating energy consumption. In 2022, the following activities were carried out in conjunction with foreign production sites: Improvement of Energy Management services at the DCS site in Pi-ombino Dese and the Group’s German site.Renewable-based energy initiatives related to decarbonization including subscription to a multi-year Energy Attribute Certificate covering the annual energy consumption at the company’s Danish site. Improvements in lighting systems with investment in LED technologies. Installation of photovoltaic energy systems that will become operative in 2023 at the DCS plants in Italy and Mexico. The following table summarizes the organization’s annual energy consumption. Environment 51

Sustainability Report – 2022 GRI 302-1: Energy consumption within the organization5,6 Types of consumption [GJ] 2022 [GJ] 2021 [GJ] From non-renewable sources 1,341,504.1 1,165,190.4 From renewable sources 2,544.8 93.6 Natural Gas 858,487.4 741,541.1 Diesel 3,050.7 6,895.4 for productive use (power generators) 446.0 479.4 for non-productive process use 157.8 -for transportation 2,446.8 6,416.0 Gasoline 1,691.2 -for non-productive process use 13.9 -for transportation 1,677.3—LPG 20.9 9.9 Electricity purchased and internally produced by photovoltaic systems 480,798.6 416,837.7 Electricity purchased 480,681.9 416,744.1 From renewable sources (with certificate of origin) 2,428.1 -From non-renewable sources 478,253.8 416,744.1 Electricity from photovoltaic systems 116.6 93.6 self-consumed 116.6 93.6 Total energy consumption 1,344,048.8 1,165,284.1 An increase of 15% in energy consumption in 2022 compared to 2021 is mostly due to a rise in production volumes related to the implementation of new production lines for EZ-fill® areas. Below are the main types of emissions related to the above-mentioned energy sources. In particular, to report greenhouse gas emissions, Stevana-to Group has joined the Greenhouse Gas (GHG) Protocol which requires the distinction of emissions into Scope 1, direct emissions associated with sources owned or controlled by the Group, and Scope 2, indirect emissions deriving from the consumption of electricity purchased. In compliance with GRI Reporting Standards, emissions are calculated according to Location and Market methodologies using appropriate emission factors. Emissions are calculated by directly measuring the relevant energy source and the conversion into GHG to determine the value of the CO equivalent. 2 5. 2021 data for natural gas and electricity have been restated following an improvement in the data collection process.6. Conversion factors for all fuels are taken from DEFRA 2021 and 2022 Environment 52

Sustainability Report – 2022 GRI 305-1: Direct greenhouse gas emissions (Scope 1)7,8 From non-renewable sources Unit 2022 2021 Natural Gas t CO2 eq. 43,519.5 42,985.8 LPG t CO2 eq. 1.4 0.6 Diesel t CO2 eq. 203.7 456.4 productive use (power generators) t CO2 eq. 29.8 34.2 non-productive use t CO2 eq. 10.5 -transportation t CO2 eq. 163.4 422.2 Refrigerant Gas t CO2 eq. 521.5 112.9 Total direct emissions by GHG (Scope1) t CO2 eq. 44,246.0 43,555.7The location-based method reflects the average GHG emissions of grids on which energy consumption occurs using mostly grid-average emission factor data, whereas the market-based method reflects emissions from electricity that an organization has purposefully chosen. With Scope 2, the market-based method was avoided a part of the electricity from renewable sources in Denmark as defined by GRI Standards. GRI 305-2: Indirect greenhouse gas emissions (Scope 2) – Emissions calculated according to the “location-based” and “gross market-based” method9,10,11 Scope 2 Unit 2022 2021 Electricity – Location-Based t CO2 eq. 44,808.9 37,484.8 Electricity – Market-Based t CO2 eq. 56,876.4 47,583.2 In summary, in 2022 the Group registered 89,054.9 tons of CO in total emissions (Scope 1 and Scope 2 2 Location-based), representing an increase of 10% compared to the previous year (81,040.5 tons of CO in 2021), mostly due to a rise in production 2 volumes. 7. Emissions related to 2021 natural gas consumption have been restated following an improvement in the data collection process.8. These figures have been calculated using DEFRA 2021 and 2022 emissions factors according to the GHG Protocol methodology. The consolidation approach for the Group’s emissions is the operational control. Figures refer to CO equivalents when available. Data is presented without consideration of any 2 offsetting instruments.9. Emissions related to 2021 electricity consumption have been restated following an improvement in the data collection process.10. The conversion factors used for Scope 2 – Location-Based method – are taken from TERNA. The emissions are expressed in tons of CO ; however, the percentage of methane and nitrous oxide has a 2negligible effect on total greenhouse gas emissions (CO equivalents), as can be seen in the technical 2 literature of reference.11. The conversion factors used for Scope 2 – Gross Market-Based method – are taken from European Residual Mix: AIB 2022. The emissions are expressed in tons of CO ; however, the percentage of methane 2 and nitrous oxide has a negligible effect on total greenhouse gas emissions (CO equivalents), as can be 2 seen in the technical literature of reference. When missing an AIB emission factor, conversion factors are taken from Terna. Environment 53

Sustainability Report – 2022 7.3 Water management Water management is a key aspect of Stevanato Group’s environmental approach and a significant topic noted by Stevanato Group stakeholders in the materiality analysis in terms of: Defining strategies to increase efficiency and reduce water use, especially for the Group’s production activities, including water reuse and recycling methods. Implementing and monitoring effective measures for the correct management of industrial waste-water discharges, especially discharges containing dangerous substances, in full compliance with current regulations. Stevanato Group draws 75% of their water from local underground sources with the remaining 25% coming from the public water supply. Water is used in the production process in the following operations: to wash and sanitize semi-finished glass products for pharmaceutical companies; • as a carrier fluid in cooling systems; as a cleaner for hygienic uses; • for catering in the company canteen Companies in the DDS, IVD and Engineering segments use water almost exclusively for hygiene, cleaning and catering purposes. The water used in these plants comes from public services. The companies related to Ompi, Medical Glass and Balda Medical are ISO 14001 certified (see Quality -Stevanato Group) and overall water usage is assessed according to the protocols dictated by certification standards as part of the environmental impact analyses. Environment 54

Sustainability Report - 2022 GRI 303-3 2018: Water withdrawal As of December 31, 2022 As of December 31, 2021 Areas with Areas with All areas All areas water stress water stress Groundwater (total) 253.1 38.6 228.9 38.6 Freshwater (?1,000 mg/L Total Dissolved Solids) - Other water (>1,000 mg/L Total Dissolved Solids) 253.1 38.6 228.9 38.6 Third-party water (total) 84.8 26.4 80.5 25.1 Freshwater (?1,000 mg/L Total Dissolved Solids) 61.2 22.4 61.0 19.6 Other water (>1,000 mg/L Total Dissolved Solids) 23.6 4.0 19.5 5.52 Third-party water withdrawal by withdrawal source (total) Surface water x 26.4 x 25.1 Groundwater x x Seawater x x Produced water x x Total water withdrawal 337.9 65.0 309.4 63.7 Water withdrawal data is calculated based on the official figures reported in the water supplier’s documentation, which notes the amount of water withdrawn from public service. In order to accurately monitor the volume of water taken from underground sources, a specific water meter has been installed. In 2022, the increased water withdrawn is mainly related to increased production and personnel. In regards to water discharge, effluents are monitored in accordance with regular and precise chemical analyses, which are regulated by a monitoring and control procedure by the operating unit. Generally, water effluents from the Group’s offices and production sites are discharged into the public sewer system as per a specific contract, which also outlines the acceptable limits in compliance with legislation. The data presented below is the result of measurements taken for the plants in Italy and China. The latter carries out real-time monitoring of water discharge by means of special instrumentation prepared in cooperation with local authorities. In the other facilities, the water discharged into the public sewer system is estimated for the Sustainability Report. Overall, Stevanato Group’s sites manage water discharge in accordance with local guidelines and the requirements defined in their licenses. It is important to note that water discharge from production facilities, which is mainly owed to sanitization, does not cause significant environmental impact. GRI 303-4 (2018): Water discharge As of December 31, 2022 As of December 31, 2021 Areas with Areas with All areas All areas water stress water stress Surface water 17.2 13.4 - Third party water 126.0 5.9 163.9 25.1 Third party water delivered to Treatment Plant 33.9 0.1 7.7 1.4 Total water discharge 143.2 19.4 171.6 26.5 Freshwater (?1,000 mg/L Total Dissolved Solids)- Other water (>1,000 mg/L Total Dissolved Solids) 143.2 19.4 171.6 26.5 12. For the identification and measurement, reference was made to the interactive map of the Aqueduct Water Risk Atlas Environment 55 |

Sustainability Report - 2022 7.4 Waste management Stevanato Group is dedicated to re ducing natural resource consumption related to processes and products over their entire life cycles. Stevanato Group pays special attention to waste production, respecting all the mandatory regulations in every country where it operates. As defined in the EHS Policy, the Group strives to minimize the total amount of waste us-ing the best available techniques and reports results to stakeholders. The waste produced by the Group’s companies derives from the production processes and comes mainly from warehousing (packaging materials), production (production and quality waste), and ancillary activities such as maintenance and office work. The plants dedicated to the production of glass primary packaging generate several types of waste depending on the manufacturing operations. Stevanato stresses the importance of circularity in its production process as per the corporate Circular Economy innovation program. Its Waste to Value practices give new purpose to material such as glass and plastics scraps that would otherwise become trash. Stevanato Group’s German site also recycles in-process trays as part of the plant’s circular loop. Stevanato Group also endeavors to reduce materials through diverse global initiatives. In Italy, textile coats in the cleanrooms at Piombino Dese and Lati-na are washed and sanitized by an external provider so they can be reused. In Mexico, disposable plates and cutlery have been eliminated from the canteen, and in Slovakia a systematic selection of PET scraps are delivered to a dedicated waste collection center for recycling. Another initiative is the “Minimal lubrication project” started in the Piombino Dese plant and spread throughout the Drug Containment Solutions division. The project focuses on a reduction in oil consumption used for the lubrication of glass-forming components, minimizing the quantity of exhaust oil waste. The Group’s waste management process involves collecting and storing waste in designated areas and specific containers according to the type of Environment 56 |

Sustainability Report - 2021 waste. Volumes are controlled by measuring the masses delivered to the disposal plants. The relevant data is stored in a specific database for each plant and shared at group level so that it can be monitored by the central EHS department. Waste for disposal is entrusted to third parties who operate in compliance with the relevant contractual or legal regulations. To improve waste management methods, Stevanato Group has begun exploring new opportunities to expand its corporate Circular Economy innovation program. All the Drug Containment Solutions plants are committed to implementing glass scraps reuse through specialized partners who convert waste into new raw material. In specific cases where solutions are not found, alternative improvements are sought out. Following this principle, Nuova Ompi is working to authorize a waste treatment line that grinds scraps and select materials to produce glass granulate. In 2022, hazardous waste accounts for 8% of the total volume of waste produced, previous 7% in 2021. Waste production decreased (-12%) in 2022, supporting the positive impacts of the above-mentioned initiatives and the conclusion of building refurbishments. GRI 306-3 (2020): Waste generated As of December 31, 2022 As of December 31, 2021 Not Not Recyclable Total Recyclable Total Recyclable Recyclable DCS Division 6,792.6 1,459.0 8,251,6 6,225.1 3,398.1 9,623.2 DDS, IVD Division 565.2 190.2 755.5 469.4 121.7 591.1 Engineering Division 131.1 40.0 171.0 152.3 38.5 190.8 Total 7,488.9 1,689.2 9,178.1 6,846.8 3,558.3 10,405.1 WASTE BY DISPOSAL METHOD 65% Recycling & Reclamation 16% Land Disposal 14% Treatment 2% Inceneration 3% Reuse Environment 57

Link with the territory 8

Sustainability Report - 2022 8.1 Local communities engagement Stevanato Group has always been closely connected to the land and the communities where it operates. In Italy, where it has been established for more than 70 years, Stevanato Group has demonstrated its commitment to the local territory over decades, reconciling its industrial development with an improvement in the overall quality of people’s lives. As the Group continues to grow internationally, its link with local communities is being steadily built, as illustrated by the charitable donations made in China and Denmark over the last few years. Out of this ongoing and meaningful commitment came a desire to fund lasting projects with greater social impact, and the decision to establish the Stevanato Foundation was born. The Foundation pursues the aims of social solidarity, philanthropy and charity exclusively, operating in the fields of social and social-health care, education and training, and scientific research. The interventions of the Stevanato Foundation, in both assets and funds, were distributed over a two-year period to the groups indicated in the following graphs: 2022 – STEVANATO FOUNDATION DISTRIBUTION OF DONATIONS Children 78% Research 16% Social 6% help The main projects and initiatives supported by the Foundation since its establishment are reported below: In 2022, the Foundation supported scientific research conducted by the V.I.M.M. Foundation in the field of cell and molecular biology, mainly for childhood diseases. In addition, it funded a project by the SPES Sports Club to engage children with Down’s Syndrome and autism in various activities including gymnastics, summer camps and after-school programs. The Foundation also provided local entities like schools and associations with financial aid to support essential services for children. Lastly, the Foundation collaborated with the non-profit organization, Casa Priscilla in Padua, which provides assistance to mothers, children, young girls, and people with fragile situations. Territory 59

Sustainability Report - 2022 Annex GRI 401-1: Incoming employees by age group and gender (n° and %) in 2022 Incoming employees as of December 31, 2022 by age Men % Women % Total % <30 years old 452 17.1% 251 12.5% 371 15.1% 30 – 50 years old 452 17.1% 324 16.2% 558 16.7% >50 years old 68 2.6% 43 2.1% 107 2.4% Total 972 36.8% 618 30.8% 1,173 34.2% GRI 401-1: Incoming employees by age group and gender (n° and %) in 2021 Incoming employees as of December 31, 2021 by age Men % Women % Total % <30 years old 296 11.2% 212 10.6% 508 10.9% 30 – 50 years old 332 12.6% 226 11.3% 558 12.0% >50 years old 63 2.4% 44 2.2% 107 2.3% Total 691 26.2% 482 24.1% 1,173 25.2% GRI 401-1: Incoming employees by gender and region (n° and %) in 2022 Incoming employees as of December 31, 2022 by region Italy Rest of EU Extre EU Total Men 477 235 260 972 % 18.1% 8.9% 9.8% 36.8% Women 262 85 271 618 % 13.1% 4.2% 13.5% 30.8% Total 739 320 531 1,590 % 8.2% 6.9% 11.4% 32.4% GRI 401-1: Incoming employees by gender and region (n° and %) in 2021 Incoming employees as of December 31, 2021 by region Italy Rest of EU Extre EU Total Men 353 148 190 691 % 13.4% 5.6% 7.2% 26.2% Women 204 75 203 482 % 10.2% 3.7% 10.1% 24.1% Total 557 223 393 1,173 % 12.0% 4.8% 8.5% 25.2% 60

Sustainability Report - 2022 GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2022 Outgoing employees as of December 31, 2022 by age Men % Women % Total % <30 years old 220 8.3% 151 7.5% 371 8.0% 30 – 50 years old 275 10.4% 221 11.0% 496 10.7% >50 years old 73 2.8% 42 2.1% 115 2.5% Total 568 21.15% 414 20.7% 982 21.1% GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2021 Outgoing employees as of December 31, 2021 by age Men % Women % Total % <30 years old 138 5.2% 142 7.1% 280 6.0% 30 – 50 years old 185 7.0% 167 8.3% 352 7.6% >50 years old 68 2.6% 58 2.9% 126 2.7% Total 391 14.8% 367 18.3% 758 16.3% GRI 401-1: Outgoing employees by gender and region (n° and %) in 2022 Outgoing employees as of December 31, 2021 by region Italy Rest of EU Extre EU Total Men 254 115 199 568 % 9.6% 4.4% 7.5% 21.5% Women 125 56 233 414 % 6.2% 2.8% 11.6% 20.7% Total 379 171 432 982 % 8.2% 3.7% 9.3% 21.1% GRI 401-1: Outgoing employees by gender and region (n° and %) in 2021 Outgoing employees as of December 31, 2021 by region Italy Rest of EU Extre EU Total Men 129 97 165 391 % 4.9% 3.7% 6.2% 14.8% Women 97 54 216 367 % 4.8% 2.7% 10.8% 18.3% Total 226 151 381 758 % 4.9% 3.3% 8.2% 16.3% 61 |

Sustainability Report - 2022 GRI 2-7: Number of employees by employment contract as of December 31, 2022 as of December 31, 2021 Employment contract Men Women Total Men Women Total Italy 1,575 1,144 2,719 1,348 1,006 2,354 Permanent 1,267 939 2,206 1,098 867 1,965 Temporary 308 205 513 250 139 389 Rest of EU 785 419 1,204 665 390 1,055 Permanent 702 372 1,074 603 363 966 Temporary 83 47 130 62 27 89 Extra EU 688 644 1,332 629 608 1,237 Permanent 616 602 1,218 555 564 1,119 Temporary 72 42 114 74 44 118 Total 3,048 2,207 5,255 2,642 2,004 4,646 GRI 2-7: Number of employees by type of job as of December 31, 2022 as of December 31, 2021 Part time / Full time Men Women Total Men Women Total Italy 1,575 1,144 2,719 1,348 1,006 2,354 Permanent 1,572 1,059 2,631 1,343 922 2,265 Temporary 3 85 88 5 84 89 Rest of EU 785 419 1,204 665 390 1,055 Permanent 774 397 1,171 650 364 1,014 Temporary 11 22 33 15 26 41 Extra EU 688 644 1,332 629 608 1,237 Permanent 688 643 1,331 629 607 1,236 Temporary - 1 1 -1 1 Total 3,048 2,207 5,255 2,642 2,004 4,646 62 |

Sustainability Report - 2022 GRI content index Statement of Stevanato Group as reported the information cited in this GRI content index for the period 1 January use to 31 December with reference to the GRI Standards. GRI 1 used GRI 1: Foundation 2021 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES 2-1 Organizational details Back cover -Organizational details p.8 2-2 Entities included in the organization’s Methodological note p.V sustainability reporting 2-3 Reporting period, frequency and contact Methodological note p.V point 2-4 Restatements of information Methodological note P.V 2-5 External assurance Methodological note P.V Indipendent Audit Report p.67-69 2-6 Activities, value chain and other business Organizational details p.8-12 relationships Responsible supply chain & p.46-48 GRI 2: General procurement Disclosures 2-7 Employees Stevanato Groups’ human resources P.38-42 2021 Annex—Social KPIs P.60-62 2-9 Governance structure and composition The company structure and main P.14-15 corporate functions 2-22 Statement on sustainable development Letter to Stakeholders P.IV strategy 2-23 Policy commitments Ethics, integrity and compliance P.16 2-27 Compliance with laws and regulations Ethics, integrity and compliance p.16 2-28 Membership associations Participation in organizations and p.23 associations 2-29 Approach to stakeholder engagement Certifications and awards p.21-22 2-30 Collective bargaining agreements Stevanato Group’s human resources p.40 3-1 Process to determine material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 3-2 List of material topics Approach to Sustainability p.19 Economic performance and value creation GRI 3: Material 3-3 Management of material topics Approach to Sustainability p.18 Topics 2021 Stakeholder value creation p.25 GRI 201: 201-1 Direct economic value generated and Economic distributed Stakeholder value creation p.25 Performance 2016 63 |

Sustainability Report - 2022 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES Responsible supply chain & procurement GRI 3: Material 3-3 Management of material topics Approach to Sustainability p.18 Topics 2021 Responsible supply chain & p.46-48 procurement GRI 204: 204-1 Proportion of spending on local Responsible supply chain & Procurement suppliers p.46-48 procurement Practices 2016 Business ethics, governance and compliance 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 Ethics, integrity and compliance p.16 GRI 205: Anti- 205-3 Confirmed incidents of corruption and corruption actions taken Ethics, integrity and compliance p.16 2016 GRI 206: Anti- 206-1 Legal actions for anti-competitive competitive behavior, anti-trust, and monopoly practices Ethics, integrity and compliance p.16 Behavior 2016 Energy Consumption GRI 3: Material 3-3 Management of material topics Approach to Sustainability p.18 Topics 2021 Energy Consumption and GHG p.51-53 Emissions GRI 302: Energy 302-1 Energy consumption within the Energy Consumption and GHG p.52 2016 organization Emissions Water management 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 Water management p.54-55 303-1 Interactions with water as a shared Water management p.54-55 resource GRI 303: Water 303-2 Management of water discharge-related Water management p.54-55 and Effluents impacts 2018 303-3 Water withdrawal Water management p.54-55 303-4 Water discharge Water management p.54-55 GHG Emissions GRI 3: Material 3-3 Management of material topics Approach to Sustainability p.18 topics 2021 Energy Consumption and GHG p.51-53 Emissions 305-1 Direct (Scope 1) GHG emissions Energy Consumption and GHG p.53 GRI 305: Emissions Emissions 2016 305-2 Energy indirect (Scope 2) GHG emissions Energy Consumption and GHG p.53 Emissions 64 |

Sustainability Report - 2022 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES Waste management 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material topics 2021 Waste management p.56-57 306-1 Waste generation and significant waste- Waste management p.57 related impacts GRI 306: 306-2 Management of significant waste- Waste 2020 Waste management p.57 related impacts 306-3 Waste generated Waste management p.57 Human capital management and development 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Stevanato Group’s human resources topics 2021 Employee management and p.41-42 development GRI 401: 401-1 New employee hires and employee Employment turnover Annex p.60-62 2016 Employee wellbeing GRI 3: Material 3-3 Management of material topics Approach to Sustainability p.18 topics 2021 Employee management and p.41-42 development GRI 401: 401-2 Benefits provided to full-time Employee management and Employment employees that are not provided to temporary p.41-42 development 2016 or part-time employees Occupational Health & Safety 3-3 Management of material topics Approach to Sustainability p.18 403-2 Hazard identification, risk assessment, Occupational Health & Safety p.43-44 and incident investigation 403-3 Occupational health services Occupational Health & Safety p.43-44 GRI 403: 403-4 Worker participation, consultation, and Occupational communication on occupational health and Occupational Health & Safety p.43-44 Health and safety Safety 2018 403-5 Worker training on occupational health Occupational Health & Safety p.43-44 and safety 403-6 Promotion of worker health Occupational Health & Safety p.43-44 403-7 Prevention and mitigation of occupational health and safety impacts Occupational Health & Safety p.43-44 directly linked by business relationships 403-9 Work-related injuries Occupational Health & Safety p.44 65 |

Sustainability Report - 2022 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES Human capital management and development 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Stevanato Group’s human resources Topics 2021 Employee management and p.41-42 development GRI 405: 405-1 Diversity of governance bodies and The company structure and main Diversity employees p.15 and Equal corporate functions Opportunity Stevanato Group’s human resources p.38-40 2016 Human rights 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 Ethics, integrity and compliance p.16 GRI 406: Non- 406-1 Incidents of discrimination and discrimination corrective actions taken Ethics, integrity and compliance p.16 2016 Local community engagement 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material topics 2021 Local community engagement p.59 413-2 Operations with significant actual In 2022, no and potential negative impacts on local significant communities actual or potential GRI 413: Local negative Communities Content Index impacts 2016 on local communities were registered Product quality and responsibility 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 Product quality and responsibility p.36 GRI 416: 416-2 Incidents of non-compliance concerning Customer the health and safety impacts of products and Product quality and responsibility p.36 Health and services Safety 2016 Research & Development and Innovation: topic not covered by topic-specific Standards GRI 3-3 Management of material topics Approach to Sustainability p.18 GRI 3: Material Topics 2021 Product quality and responsibility p.27-36 66 |

Sustainability Report - 2022 67 Independent Audit Report Deloitte. Deloitte & Touche SpA. Via Fratelli Bandiera, 3 31100 Treviso Italia Tel: +39 0422 5875 Fax: +39 0422 587812 www.deloitte.it INDEPENDENT AUDITOR’S REPORT ON THE SUSTAINABILITY REPORT To the Board of Directors of Stevanato Group S.p.A. We have carried out a limited assurance engagement on the sustainability report (“Sustainability Report”) of Stevanato Group S.p.A. and its subsidiaries (hereinafter also “Stevanato Group” or “Group”) as of December 31, 2022. Responsibility of the Directors for the Sustainability Report The Directors of Stevanato Group S.p.A. are responsible for the preparation of the Sustainability Report in accordance with the “Global Reporting Initiative Sustainability Reporting Standards” established by GRI -Global Reporting Initiative (“GRI Standards”), which they have identified as reporting framework as specified in the “Methodological Note” paragraph of the Sustainability Report. The Directors are also responsible, for such internal control as they determine is necessary to enable the preparation of the Sustainability Report that is free from material misstatement, whether due to fraud or error. The Directors are also responsible for the definition of the Group’s objectives in relation to the sustainability performance, for the identification of the stakeholders and the significant aspects to report. Auditor’s Independence and quality control We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. Our auditing firm applies International Standard on Quality Control 1 (ISQC Italia 1) and, accordingly, maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Ancone Bari Bergamo Bologne Brescia Cagliari Firenza Genova Milano NepolPadova Parme Roma Torino Treviso Udine Verona Sede Legale: Via Tortona, 25-20144 Milano Capitale Sociale: Euro 10.328.220,00 iv. Codice Face/Registro dalle imprese di Milano Morea Brianza Lodin 03045560166-REAM-1720223 | ParkMAIT 03049560166 Inome Deloitte siniferisce a una o più delle seguentientia: Deloitte Touche Tohmatsu Limited, une societa inglese a responsabilità limitata (“DTTL”), le member im aderenti al suo network e lentiae corte DTTLecce delle sue member firm sono entita giuridicamente separate e indipendent trakra DTTL (denota anche “Deloitte Gobel) on force servic denti Si invitas legere infomatis completa relative alla descrizione delle struttura legele di Deloitte Touche Tohmatsu limited e delle sue member firmelinciri www.deloitte.com/about. ©D&TouchSpA

Sustainability Report - 2022 68 Auditor’s responsibility Our responsibility is to express our conclusion based on the procedures performed about the compliance of the Sustainability Report with the GRI Standards. We conducted our work in accordance with the criteria established in the “International Standard on Assurance Engagements ISAE 3000 (Revised) - Assurance Engagements Other than Audits or Reviews of Historical Financial Information (hereinafter “ISAE 3000 Revised”), issued by the International Auditing and Assurance Standards Board (IAASB) for limited assurance engagements. The standard requires that we plan and perform the engagement to obtain limited assurance whether the Sustainability Report is free from material misstatement. Therefore, the procedures performed in a limited assurance engagement are less than those performed in a reasonable assurance engagement in accordance with ISAE 3000 Revised, and, therefore, do not enable us to obtain assurance that we would become aware of all significant matters and events that might be identified in a reasonable assurance engagement. The procedures performed on the Sustainability Report are based on our professional judgement and included inquiries, primarily with Company personnel responsible for the preparation of information included in the Sustainability Report, analysis of documents, recalculations and other procedures aimed to obtain evidence as appropriate. Specifically, we carried out the following procedures: 1) analysis of the process relating to the definition of material aspects disclosed in the Sustainability Report, with reference to the methods used for the identification and prioritization of material aspects for stakeholders and to the internal validation of the process results; 2) comparison between the economic and financial data and information included in the paragraph titled “Key financial results” of the Sustainability Report with those included in the Group’s financial statements; 3) understanding of the processes underlying the origination, recording and management of qualitative and quantitative material information included in the Sustainability Report. In particular, we carried out interviews and discussions with the management of Stevanato Group S.p.A. and with the personnel of Nuova Ompi Sr.l. and Spami S.r.l. we carried out limited documentary verifications in order to gather information about the processes and procedures which support the collection, aggregation, elaboration and transmittal of non-financial data and information to the department responsible for the preparation of the Sustainability Report. In addition, for material information, taking into consideration the Group’s activities and characteristics: - at the Group’s level: a) with regards to qualitative information included in the Sustainability Report, we carried out interviews and gathered supporting documentation in order to verify its consistency with the available evidence; b) with regards to quantitative information, we carried out both analytical procedures and limited verifications in order to ensure, on a sample basis, the correct aggregation of data;

Sustainability Report - 2022 69 for Nuova Ompi S.r.l. and Spami S.r.I., which we selected based on their activities and their contribution to the performance indicators at consolidated level, we carried out site visits and remote meetings, during which we met the management and gathered supporting documentation with reference to the correct application of procedures and calculation methods used for the indicators. Conclusion Based on the work performed, nothing has come to our attention that causes us to believe that the Sustainability Report of Stevanato Group as of December 31, 2022 is not prepared, in all material aspects, in accordance with the GRI Standards as stated in the paragraph “Methodological note” of the Sustainability Report. DELOITTE & TOUCHE S.p.A. Barbara Moscardi Partner Treviso, Italy April 21, 2023

Headquarters Via Molinella, 17 35017 Piombino Dese Padova, Italy Global footprint with operating units and commercial offices in 9 countries. Visit our website to contact us. stevanatogroup.com

		Exhibit 99.4

 

 

 

 STEVANATO GROUP S.P.A.

REPORT OF THE AUDIT COMMITTEE

TO THE SHAREHOLDERS

ON THE ACTIVITIES CARRIED OUT

IN THE FINANCIAL YEAR 2022

 

 

 

 

 

 

 

 

 

		2

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

On May 28, 2021, following the approval of the by-laws (the “By-Laws”), Stevanato Group S.p.A. (the “Company” or “Stevanato”) adopted the one-tier system of corporate governance pursuant to articles 2409-sexiesdecies and subsequent of the Italian Civil Code (the “Civil Code”), which provides for the Company’s direction and internal control activities to be carried out, respectively, by the Board of Directors and by the Audit Committee (Comitato per il controllo sulla gestione; the “Committee”) established within the Board of Directors.

According to the provisions of law, the Committee shall supervise the adequacy of the Company’s organizational structure, the internal control system and the administrative and accounting system, as well as its suitability to present fairly the Company’s management facts, and perform the additional tasks entrusted to it by the Board of Directors, with particular regard to the relations with the audit firm in charge of the statutory audit (the “Audit Firm”).

Pursuant to the By-Laws, and following the listing of the Company’s ordinary shares on the New York Stock Exchange (“NYSE” and the “Listing”), the Committee shall also exercise the role of the “Audit Committee” pursuant to US laws and regulations and the NYSE Listing Rules applicable to the Company.

In accordance with such provisions, on June 16, 2021, the Board of Directors adopted the Committee’s charter (the “Charter”), which provides that the Committee shall carry out, inter alia, the supervision and control of (i) business processes and procedures, with particular regard to the internal control and market information processes and to the risk management policies adopted by the Company; (ii) the financial information provided by the Company; and (iii) the activity and independence of the Audit Firm. On January 27, 2022 the Audit Committee revised the Charter, confirming its content without modifications.

Special functions are also assigned to the Committee by the Charter and by the policy on transactions with related parties approved by the Board of Directors on July 2, 2021 (the “Related Parties Policy”), with regard to, inter alia, (i) the appointment and determination of the compensation to be granted to the Audit Firm, (ii) the design of the policy and procedures for employees’ reporting of objectionable facts (so-called “whistleblowing procedures”), and (iii) the approval of transactions to be entered into with related parties and of amendments to the Related Parties Policy. On May 6, 2022 the Audit Committee modified the Related Parties Policy and the updated version has been published on the Company website.

This report – prepared in accordance with the Italian law and submitted to the Shareholders’ Meeting convened for 24 May, 2023 – provides a brief description of the supervisory activities carried out by the Committee in the period from January 1, 2022 to December 31, 2022 (2022 financial year ending date) (the “Report”).

***        ***         ***

 

1.

Composition and Meetings of the Committee

On May 28, 2021, the Board of Directors appointed as members of the Committee Mr. William Federici, Mr. Fabrizio Bonanni and Mr. Fabio Buttignon.

All of the Committee members meet the requirements of independence set out in Article 2399 of the Civil Code, as well as the additional independence and financial competence requirements set out by the US and NYSE regulatory provisions applicable to the Company.

In such respect, the Board of Directors determined that Mr. William Federici and Mr. Fabio Buttignon are both “audit committee financial experts” as defined by the SEC rules and meet the financial experience requirement set forth by the NYSE Listing Rules. Moreover, in accordance with article 2409-octiesdecies, paragraph 3, of the Civil Code, Mr. Fabio Buttignon is a certified accountant and, therefore, is enrolled with the Italian Registry of Statutory Auditors established at the Ministry of Economy and Finance pursuant to Legislative Decree no. 39/2010.

On July 1, 2021, the Committee appointed Mr. William Federici as Chairman.

On April 8, 2022 the Committee issued its first Report of the Audit Committee to the shareholders on the activities carried out in the Financial Year 2021.

In 2022, seven meetings of the Committee were held, attended by, in addition to the members of the Committee, the following persons: the Executive Chairman (Mr. Franco Stevanato), the Chief Executive Officer (Mr. Franco Moro), the

 

		3

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

Chief Financial Officer (Mr. Marco Dal Lago), the General Counsel, Senior Vice President, Company Secretary (Mr. Douglas J. Bruno), the Group Planning and Control Director (Mr. Alessandro Gioga), the Treasury Manager (Mr. Giuliano Dalla Cia), the Tax Director (Mr. Marco Toniolo), the CRS & Compliance Director (Mr. Manuel Cordioli), the Legal Manager (Ms. Leila Petrelli), the Consolidation and Reporting Manager (Ms. Silvia Stella), the Process and Procedures Manager (Ms. Andrea Damian) whose role from November 2022 changed to Internal Auditor, the Senior Vice President Investor Relations (Ms. Lisa Miles), the HR Internal Communication Coordinator / AFC Project Manager (Ms. Elisabeth Marin), as well as the auditors responsible for the auditing of the Company’s financial statements as appointed by the Audit Firm EY S.p.A. (Mr. Maurizio Rubinato and Mr. Giuseppe Giovinazzi).

Below is attached a table with an indication of the number of meetings attended:

 

		Partecipants		Number of meetings		Percentage of attendance
		William Federici		7		100%
		Fabrizio Bonanni		6		86%
		Fabio Buttignon		7		100%
		Executive Chairman		6		86%
		CEO		6		86%
		CFO		6		86%
		General Counsel, Senior Vice President, Company Secretary   (joined the company September 1, 2022)		1		14%
		Group Planning and Control Director		4		57%
		Legal Manager		7		100%
		Consolidation and Reporting Manager		4		57%
		Process and Procedures Manager / Internal Auditor (from November 2022)		6		86%
		Investor Relations Senior Vice President		5		71%
		Tax Director		2		29%
		Treasury Manager		2		29%
		CRS & Compliance Director		1		14%
		HR Internal Communication Coordinator / AFC Project Manager		6		86%
		EY S.p.A.		5		71%

 

		4

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

The members of the Committee also took part in all the meetings of the Board of Directors (during the reporting period of this Report, equal to eight (8)), as well as in the meetings of the other Committees of which they are members, namely:

- Mr. William Federici at four (4) ESG Committee meetings and six (6) Business & Strategy Committee meetings; and

- Mr. Fabrizio Bonanni at two (2) meetings of the Nominating & Corporate Governance Committee and six (6) meetings of the Business & Strategy Committee.

 

2.

General Observations

The Committee obtained adequate information on the activities carried out by the Company, on the general economic performance and the foreseeable development of its operations, as well as on the financially most significant transactions carried out by the Company in the financial year 2022, including those carried out through companies directly or indirectly controlled (these companies, together with the Company, the “Group”), by (i) participating in the meetings of the Board of Directors, (ii) periodically meeting the Company’s executive directors, the Chief Financial Officer and the other managers mentioned in the previous paragraph, the Audit Firm and the external legal counsel, and (iii) examining the documentation submitted to, or specifically requested, by the Committee.

 

3.

Supervisory Activities on the Adequacy of the Organisational Structure of the Company and of the Group

In accordance with the provisions of article 2409-octiesdecies, paragraph 5, of the Civil Code, the Committee supervised, within its duties and responsibilities, the adequacy of the organizational structure of the Company.

Through a series of meetings with the Executive Chairman of the Company, the Chief Executive Officer, the Chief Financial Officer, the Group Planning and Control Director, the Legal Manager, the Consolidation and Reporting Manager, the Process and Procedure Manager and the Internal Audit Manager, the Committee carried out an assessment of the organizational structure of the Company and the Group, paying particular attention to the adequacy and effective functionality of the various operational and control functions and to the adequacy of risk management mechanisms.

Following the recent growth of the Company and, in particular, the Listing process, the organizational structure of the Company and the Group underwent significant changes, the implementation of which the Committee has constantly monitored.

Among the most significant changes in the Group’s organizational structure implemented in the financial year 2022, we point out the following:

 

-

the appointment of the President, Americas, new role within the group, responsible for both North America and Latin America regions;

 

-

the appointment of the Senior Vice President, General Counsel and Company Secretary - a new role within the Group;

 

-

the appointment of the Senior Director Program Manager – a new role within the Group –accountable for the establishment of the Indiana plant;

 

-

the re-evaluation and reorganization of the Process and Procedure function, with the re-assignment of the activities formerly conducted by such function to others within the organization;

 

-

the appointment of the Internal Auditor – a new role within the Group.

 

		5

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

The Company has also initiated a project with the aim of redesigning the organization based on a central corporate structure and 3 regions: EMEA, Americas, and APAC.

In September 2022 the implementation of the Americas Region organization started.

This Regional organization is comprised of the following units

 

·

Regional Business

·

US TEC

·

Regional Operations

·

Regional Quality

·

Regional HR

·

Regional Finance

With regard to the Regional Americas organization, some of the more significant hirings are those listed below:

- the appointment of the VP Regional Operations – Americas;

- the appointment of the Senior Director Regional HR – Americas.

 

4.

Supervisory Activities on the Adequacy of the Internal Control and Risk Management System of the Company and the Group

 

4.1.

Supervision of the Adequacy of the Internal Control System

Currently, the Company’s control structure consists of:

 

·

controls operating at the group or subsidiary level, such as: definition of the delegated powers, the segregation of duties, formalization of internal policies relating to business processes and allocation to various employees of the access rights for the use of the information technology systems adopted in each Group company;

 

·

controls operating at the process level, such as: internal procedures, operating rules, authorization flows, reconciliations, management reviews, etc. This category includes controls concerning operational processes relating to the financial reporting and the financial statements closing process, as well as controls carried out by specific business functions. From time to time, these controls may be qualified as:

 

-

preventive, i.e. intended to prevent unintentional errors or fraud that could result in significant errors that would have a significant impact on financial reporting (material misstatement); or

 

-

monitoring / investigative (detective), i.e. designed to verify that any errors or fraud have not occurred / have not been implemented; and

 

-  manual, if personally executed by an operator; or

 

-  automatic, if designed within the IT applications supporting business activities.

The Company’s internal control system comprises the following levels:

 

·

First line of defense, which includes controls carried out by the process and controls owners (operational, business and staff functions) that within their day-by-day activities are responsible for executing the controls mitigating the risks identified within their processes and operational activities. Where possible, these controls are designed within the IT applications;

 

·

Second line of defense, which includes controls carried out by functions designated to managing risks, either to comply with applicable regulations or with internal policy and procedures, with the responsibilities of oversighting the execution and the proper functioning of the internal control system and properly informing

 

		6

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

the top management. These functions, among others, include CSR & Compliance, Legal & Corporate Affairs, Quality and SOX Process and Procedures.

 

·

Third line of defense, which provides independent and objective assurance on the adequacy and effective operation of the first and second level of control, on the basis of a risk-based approach. This level of control will be covered by the Internal Audit function.

Following the Listing, the Company has implemented the adoption of an internal control system over financial reporting compliant with the SOX provisions that will be applicable to the Company when certain conditions, set forth by the same legislation, are met.

In this regard, in 2021, the Company, with the support of the consulting firm KPMG Advisory S.p.A., launched a project concerning the analysis and evaluation of the Group’s organizational structure and processes considered relevant for SOX purposes - especially, the business and IT processes – aimed at identifying the potential risks related to financial reporting and to assess the design of existing controls (the “SOX Project”). The implementation of the SOX Project has included the alignment with the Audit Firm in order to consider any guidelines or evidence resulting from the activity performed by the latter.

As a result of the first phase of the SOX Project, ended in March 2022, the Company identified the possible improvement areas and defined a “remediation plan” for proceeding with such improvements. During 2022, the defined action plan has been implemented for the Companies in scope (both at the Group and subsidiary level) and an analysis of the major controls already in place has been carried out to verify their effectiveness. For the identified gaps where the remediation plan has not been completed yet, a specific assessment has been carried out to understand if it could lead to a material weakness in the financial reporting.

The Committee monitored the adequacy and effectiveness of the internal control system through periodic meetings and discussions with the Chief Executive Officer, the Chief Financial Officer, the Process & Procedures Manager, the Internal Audit Manager, as well as the Audit Firm and the Management of AFC and Legal areas.

The verification and examination activities carried out by the Committee during 2022 did not reveal any material weaknesses in the structure of the internal control system.

During the reporting period of this Report, the Committee monitored the SOX Project and its state of implementation in order to evaluate, any potential critical issues. The activities related to the SOX Project proceeded according to the plans and no major issues to be reported have been identified.

 

4.2.

Supervisory Activities on the Adequacy of the Risk Management System

Currently, the Company has in place a formalized risk management process only with reference to the legal risks, as described in the following paragraphs. The Company’s overall risk management and control system has been enhanced and will be continuously improved as per the activities with regard to SOX projects.

Pending the definition of a more structured risk management system, the Committee has examined the most important operations carried out by the Group during the reporting period of this Report and assessed the risks associated with them and their management.

 

I.

The Committee examined in particular:

 

II.

The impairment test on goodwill and other indefinite-life intangible assets carried out by the management, according to the principles established by the International Accounting Standard Board (IASB) in IAS 36 “Impairment of Assets”.

 

III.

The capitalization of the start-up and expansion costs of part of the listing costs booked in the Stevanato Group S.p.A.’s financial statements for the financial year 2021, prepared in accordance with the Italian accounting principles; the Audit Committee gave its consent to the capitalization required by article 2426 of the Civil Code.

 

IV.

Expansion of the cash - pooling / cash-concentration. The Audit Committee listened to the proposal to further optimize the management of current treasury flows between Group companies and improve the allocation of resources, by the centralization of EURO flows already in operation with further cash pooling / cash

 

		7

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

concentration mechanisms between Stevanato Group and the subsidiaries for USD flows. The Audit Committee expressed a favorable opinion and recommended to submit the transaction to the Board of Directors for final approval.

 

V.

Approval of the “Transfer Pricing Policy”. The Committee members received and examined the policy, which complies with the recommendations issued by the OCSE on transfer pricing and the tax laws issued in the individual countries where the group is present. The Audit Committee expressed a favorable opinion and recommended the Policy approval to the Board of Directors.

 

VI.

Approval of “Foreign Exchange Rate Risk Management Policy”. The Committee members received and examined the policy, which identifies the roles and responsibilities of the functions involved and formalizes operating rules and procedures for managing the risk that exposure to fluctuations in exchange rates between currencies may cause changes in economic results, cash flows and the value of assets and liabilities. The Audit Committee expressed a favorable opinion and recommended the Policy approval to the Board of Directors.

 

VII.

Approval of the “Commodity Risk Policy”. The Committee members received and examined the policy, which identifies the roles and responsibilities of the functions involved and formalizes operational rules and procedures for the active management of the risk that a rise in commodity prices may impact the financial statements and related cash flows. The Audit Committee expressed a favorable opinion and recommended the Policy approval to the Board of Directors.

 

VIII.

First Time Adoption IFRS for Stevanato Group S.p.A.. The Committee members were informed that the Company started the activities to adopt the IAS-IFRS accounting standards not only at the level of the consolidated financial statements, but at the level of the separate financial statements too, starting from FY 2022, transition date on January 1, 2021 and formal approval by Board of Director and Shareholder Meeting in 2023. The management gave information about the accounting and tax effects of the transition.

 

4.3.

Supervision of the Processes of Verifying the Compliance of the Activities of the Company and the Group with Applicable Regulations

Compliance of the Company’s and the Group’s activities with applicable regulations is ensured by the controls carried out by the CSR & Compliance, Process & Procedures, Legal & Corporate Affairs functions indicated in paragraph 4.1 above as well as by the Supervisory Body (Organismo di Vigilanza) established pursuant to Italian Legislative Decree no. 231/2001.

It must be highlighted that the Company has adopted an organizational and management model aimed at preventing the commission of offences that may involve a liability of the Company pursuant to Legislative Decree no. 231/2001 (the “Model 231”). Model 231 consists of:

 

·

a general section containing a description of the contents of Legislative Decree no. 231/2001, the system of attribution of powers adopted by the Company, the communication and training plans in place in respect to Model 231, the sanctions provided in case of commission of offences relevant for Legislative Decree no. 231/2001, and the principles of operation of the Supervisory Body;

 

·

several special sections, one for each category of offences relevant for Legislative Decree no. 231/01, containing a description of such offences, of the business processes which are to be considered “sensitive” in relation to the risk that offences relevant for Legislative Decree no. 231/2001 are committed, and the general principles of conduct in relation to individual offences;

 

·

two annexes containing a description of (i) the control protocols, provided for each “sensitive activity”, aimed at limiting the risk that offences relevant for Legislative Decree no. 231/2001 are committed, and (ii) the flow of information which must be provided to the Supervisory Body.

The crime-risk assessment process defined by Model 231 considers, for each type of crime provided for by the aforementioned Legislative Decree no. 231/2001, the business processes (so-called “sensitive activities”) in which there is a risk of commission of such offences. For each process, the model requires identification of the functions involved

 

		8

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

and among them the responsible one, an assessment of the crime-risk on the basis of criteria such as the probability and severity of the occurrence of the relevant offences and on the basis of the controls provided for the process considered. The identification and analysis of “sensitive activities” - which is carried out in event of substantial changes of both organizational and regulatory nature - implies the direct involvement of all managers and employees who, with reference to the specific process, have significant decision-making and management autonomy.

Model 231 also provides for a system of information flows and a planning of control activities allowing the Supervisory Body to promptly verify the state of effectiveness and implementation of Model 231 and the adequacy, over time, of the crime-risk assessment process.

With a view to reinforcing the information flows, the Supervisory Body carried out training activities to comply with Legislative Decree no. 231/2001 , addressed to those who, within the company organization, hold positions of relevance in various capacities for the correct transmission of the information due, and prepared a special ‘Form for the periodic reporting of relevant events’ that is periodically sent to the functions concerned. During calendar year 2022, the Supervisory Body periodically sent this form to the parties involved, collecting the relevant feedback. In April 2021, Model 231 was updated, with reference the general section, to take into account the “whistleblowing” procedure set forth by the Company and, with regard to certain sections, to (i) insert the new area of risk relative to tax offences, (ii) adjust Model 231’s provisions to the latest regulatory changes in the field of offences against the public administration and (iii) take into account the new policies and procedures adopted by the Company with regard to offences in the fields of “health and safety at work” and “environment”.

With regard to further compliance control processes, it is pointed-out that, during 2022, the Company has revised the existing “Anti-Bribery”, “Insider Trading” and “Global Sanctions and Export Controls” policies as well as an internal “whistleblowing” procedure, which sets forth the modalities by which the reports of alleged irregularities filed by employees becoming aware of such irregularities by reason of the functions performed must be managed by the Company.

In July 2021, the Company finalized a revision of the Group’s Code of Ethics, which was adapted to the standards required of companies listed on regulated markets, also taking into account the aforementioned policies.

In November 2022, Model 231 has been updated in light of the latest regulatory changes and a new section of Model 231 has been created where offences relating to corruption, both towards the public administration and towards private individuals, are specifically and uniformly dealt with. The section of Model 231 relating to offences against industry and trade was supplemented with the addition of new provisions concerning the “management of company trademarks”, and consequently the annexes to Model 231 relating to the precautionary protocols envisaged by the Company to protect the so-called “areas of risk of offence” were updated in the section on “Information Flows to the Supervisory Board”, in light of a new method of periodically reporting relevant events to the Supervisory Body.

 

5.

Supervision of the Administrative and Accounting System of the Company and of the Group – Control of the Company’s Financial Information

The Committee reviewed, and assessed, in reliance on external and internal experts, including the Audit Firm, and the management of Stevanato Group, the adequacy of, the financial information closing process and of the accounting-administrative system, and the reliability of the latter to fairly represent in all material respects the financial position and results of operations of Stevanato.

The Committee took also note of the opinions issued by the Company’s Chief Executive Officer and Chief Financial Officer with regard to the adequacy and effective application of the administrative and accounting procedures in the preparation of the financial statements and consolidated accounts for the financial year ended on December 31, 2022.

Moreover, the Committee reviewed the financial results for the first quarter 2022, the financial results for the second quarter of 2022 and the first half of 2022, the financial results for the third quarter of 2022, and the financial results for the fourth quarter of 2022 and entire financial year 2022, as well as the documentation relating to the publication of such results, including financial guidance. The documentation in question – prepared by the management and reviewed

 

		9

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

by the Audit Firm – was presented to the Committee by the Chief Financial Officer and the Consolidation and Reporting Manager. The Forms 6-K and 20-F filed with the SEC, consisting of the notes to the consolidated financial statements and the management discussion and analysis (MD&A), - respectively, reviewed or audited by the Audit Firm and reviewed by the Senior Vice President, General Counsel and Company Secretary - were also reviewed by the Committee.

The Committee reviewed also the press releases, commentary and presentations issued or made by the Senior Vice President Investor Relations and reviewed by the Senior Vice President, General Counsel and Company Secretary in order to assess their consistency with the Forms 6-K filed with the SEC.

Following their examination, also based on the on the controls carried out by, and on the discussions with, the Audit Firm, the external legal counsels, and the management of Stevanato, the Committee considered appropriate to recommend to the Board of Directors the approval of the results for (i) the first quarter of 2022; (ii) the second quarter of 2022 and the first half of 2022 (iii) the third quarter of 2022 and (iv) on the fourth quarter 2022 and the full year 2022, and of the Forms 6-K and 20-F respectively, as well as the related press releases prepared commentary and presentations.

 

6.

Audit Activities and Independence of the External Auditor

The Company, by resolution of the Shareholders’ Meeting on June 11, 2020, appointed EY S.p.A. as the auditor in charge of the statutory audit of the financial statement for the years 2020, 2021 and 2022. The appointment of the Audit Firm, pursuant to article 14 of Legislative Decree no. 39/2010, includes the auditing of the annual separate and consolidated financial statements, prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB), to be carried out on the basis of the International Standards of Auditing (ISA Italia) issued by the International Auditing and Assurance Standards Board (IAASB), as well as the supervision on the compliance of the Company’s accounting practices with the relevant law provisions.

It is pointed of that, following the Listing, according to applicable US regulations, the Audit Firm is also required to audit the annual consolidated financial statements of Stevanato and to express an opinion on whether the consolidated financial statements present fairly, in all material respects, the financial position and the result of its operations, in conformity with IFRS, based on the auditing standards adopted by the Public Company Accounting Oversight Board (PCAOB).

In such respect, on October 25, 2021, the Audit Firm presented to Stevanato an offer to perform - in addition to the auditing services carried out under Italian law - the aforementioned auditing activities in relation to the annual consolidated financial statements for the financial year 2021 for an annual compensation estimated in Euro 380,000.00, to be added to the compensation paid as consideration for the auditing services carried out under Italian law.

As set forth by both the Italian Legislative Decree no. 39/2010 and the SEC and PCOAB provisions, and in compliance with the Audit Committee Charter, at the meeting of November 5, 2021, the Audit Committee examined and expressed a positive opinion on the offer presented by the Audit Firm for the financial year 2021, reserving to submit to the Shareholders’ Meeting that will be convened, inter alia, for the approval of the financial statements for the year 2021, a substantiated proposal to extend the appointment to the Audit Firm to the performance of the aforementioned audit activities and grant to the latter the additional compensation requested in consideration thereof.

It is pointed out that other Group’s companies appointed audit firms belonging to the network of EY S.p.A. as their statutory auditors. In the financial year 2021, the Company did not appoint the Audit Firm or companies belonging to its network for the provision of non-audit services, except for the appointment relating to the issuance of the statement confirming the compliance of the VAT declaration with the applicable tax provisions (which may be carried out exclusively by the Audit Firm being in charge of the statutory audit).

On March 3, 2022, the Audit Firm issued the required statement confirming its independence. The Committee took also note of the transparency report prepared by the Audit Firm on 29 October 2021 in relation to the financial period ended 30 June 2021, pursuant to the provisions of EU Regulation 537/2014 and Legislative Decree no. 39/2010.

 

		10

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

On April 8, 2022 the Audit Committee issued the Substantiated proposal of the Audit Committee for the shareholders to resolve upon item 4 on the agenda for the Ordinary and Extraordinary Shareholders’ Meeting of the Company: “Additional remuneration of the External Auditor EY S.p.A. for the auditing of the consolidated financial statements for the financial year ended on December 31, 2021, and for the financial year ending on December 31, 2022, to be conducted in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB); related resolutions.”

The Audit Committee considered it advisable that Stevanato accepts the offer by the current external auditor EY S.p.A. and extends the appointment of EY S.p.A. to perform also the aforementioned auditing services for the following reasons:

 

-

it is appropriate that the audit of the consolidated financial statements of the Company is performed by the same external auditor for both Italian law and US regulations purposes, in order to avoid the redundancy of auditing activities and reviews on the same by the Audit Committee, along with the inefficiencies and expenses which would derive from the appointment of two different external auditors;

 

-

the additional remuneration requested by EY S.p.A. for the auditing of Stevanato’s consolidated financial statements for the financial year ended on December 31, 2021, and for the financial year ending on December 31, 2022, as well as for the reviewing of the quarterly consolidated financial statements as of March 31, June 30 and September 30, 2022, in accordance with the PCOAB standards and pursuant to the applicable SEC and PCOAB provisions, as specified in the offers presented to the Company on October 25, 2021, and on March 3, 2022, is adequate in light of the complexity of the activity to be carried out and of the responsibilities to be assumed by the external auditor and in line with the market standards, based on the knowledge of the Audit Committee members.

In consideration of the foregoing, pursuant to Article 13 of the Italian Legislative Decree no. 39/2010, as resolved at the Audit Committee’s meeting of April 8, 2022, we submit to you, in relation to item 4 of the agenda of the shareholders’ meeting convened on June 1, 2022, the proposal to:

 

1.

extend the appointment of the Company’s External Auditor EY S.p.A. to the performance, in addition to the auditing services carried out following the appointment resolved by the shareholders’ meeting of June 11, 2020, of the audit of Stevanato’s consolidated financial statements for the financial year ended on December 31, 2021, and for the financial year ending on December 31, 2022, as well as of the review of quarterly consolidated financial statements as of March 31, June 30 and September 30, 2022, in accordance with the PCOAB standards and under the terms of the applicable SEC and PCOAB provisions; and

 

2.

grant to EY S.p.A., as consideration for the performance of the audit of Stevanato’s consolidated financial statements for the financial year ended on December 31, 2021, the additional annual compensation of Euro 380,000.00, as specified in the offer presented by EY S.p.A. on October 25, 2021, and, as consideration for the performance of the audit of Stevanato’s consolidated financial statements for the financial year ending on December 31, 2022, and of the review of quarterly consolidated financial statements as of March 31, June 30 and September 30, 2022, the additional estimated annual compensation of Euro 635,000.00, as specified in the offer presented by EY S.p.A. on March 3, 2022.

On June 1, 2022, the resolution proposed to the Ordinary and Extraordinary Shareholders’ Meeting was approved by the majority.

In light of the appointments of the Audit Firm and of the companies belonging to its network made by the Group and of the independence confirmation statement issued by the Audit Firm, the Committee did not find any critical issue in respect to the independence of the latter.

The Committee examined the activities carried out by the Auditor Firm and, in particular, the methods and the auditing approach used for the different significant areas of the financial statements and the audit plan and discussed with the Audit Firm the issues related to business risks and all topics connected to the Listing process.

The Committee was also informed of the audit procedures carried out by the Audit Firm in relation to the accounting system and to the fair presentation of the accounting records, from which no findings or anomalies arose.

 

		11

		Stevanato Group S.p.A.   Report of the Audit Committee to the Shareholders On the Activities Carried Out in the Financial Year 2022

 

7.

Omissions and Objectionable Facts – Opinion Issued

During the reporting period of this Report, also based on the controls carried out by, and on the discussions with, the Audit Firm, the external legal counsels, and the management of Stevanato, the Committee found no violations of applicable laws or regulations, irregularities, omissions or other objectionable acts made by the Company, by other Group companies or their directors or employees to be reported to the shareholders’ meeting.

In the same period, the Committee was not notified or made aware, pursuant to article 2408 of the Civil Code or otherwise, of any complaints or reports from directors, shareholder, employees of the Company or the Group or third parties in relation to irregularities, omissions, or other objectionable facts.

No opinion required under legal, regulatory or market regulations and/or the Charter was issued by the Committee during the financial year 2022.

 

8.

Supervision of Related Party Transactions

In preparation for the Listing and with regard to the form F-1 to be filed with the SEC, the management performed an assessment to identify any potential parties related with the Group. The above-mentioned form - which include the Company’s identified related parties and of the significant transactions - was reviewed and verified by the Audit Firm and by the external legal counsel.

Moreover, during 2022, the Company’s management oversaw the transactions and the commercial relationships with third parties in order to detect any other potential related party. Such process was controlled also by the Audit Firm, to the extent required by its duties and responsibilities, to ensure the completeness of the monitoring activities performed by the management.

Information on the main related party transactions carried out in the financial year 2022, as well as a description of their characteristics and their effects on the financial position and results of Stevanato, were adequately disclosed and illustrated in the notes to the consolidated financial statements and to the financial statements of Stevanato for the financial year 2022 (as part of the note “Disclosure on transactions with related parties”), as well as in the report of the Directors for the same financial year.

During the reporting period of this Report, the Committee was not made aware of any further transactions with related parties, nor did it receive information in this regard from the Executive Directors, the CFO or other managers of the Company or the Group, or the Audit Firm.

 

April 4, 2023		On behalf of the Management Control Committee   The Chairman – William Federici

 

		12

Exhibit 99.5

 

 

STEVANATO GROUP S.P.A.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE’S REPORT FOR 2022

 

 

 

 

 

 

 

 

 

 

 

 

		2

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

Introduction

This Nominating and Corporate Governance Committee’s Report (hereinafter “the Report”) covers the period 1 January 2022– 31 December 2022 and is voluntarily prepared according to the Nominating and Corporate Governance Committee’s Charter.

Corporate Governance recommendations and practices

As a “foreign private issuer,” as defined by the SEC, we are permitted to follow home country corporate governance practices instead of certain corporate governance practices required by NYSE applicable to U.S. domestic issuers.

If we cease to be a “foreign private issuer” under the NYSE rules and the Exchange Act, as applicable, we will take all action necessary to comply with applicable NYSE corporate governance rules.

Because we are a foreign private issuer, our directors and senior management are not subject to short-swing profit and insider trading reporting obligations under Section 16 of the Exchange Act. They will, however, be subject to the obligations to report changes in share ownership under Section 13 of the Exchange Act and related SEC rules.

The provisions of the Italian Civil Code regulating companies that are listed on a regulated market (società che fanno ricorso al mercato di capitale di rischio) apply to the Company. As described in more detail below, these rules differ in a number of ways from those applicable to U.S. domestic companies under NYSE listing standards, as set forth in the NYSE Listed Company Manual.

Board of Directors

In order to allow a better analysis about the management performance, additional economical and financial indicators are presented then those required by IFRS and by Local GAAP; these indicators have not considered as alternatives to those required by IFRS and by Local GAAP. In particular, the Non-GAAP Measures used in this report are:

Tracing of performance adjusted indicators to reported indicators

The Italian Civil Code provides for three alternative corporate governance systems: (i) the traditional model (comprising a board of directors and a board of statutory auditors), (ii) the two-tier board system (comprising a management board and a supervisory board) or (iii) the one-tier board system (comprising a board of directors and an audit committee).

In May 2021, we adopted the one-tier corporate governance system, which provides for a Board of Directors and an Audit Committee. The board of directors is appointed by the shareholders’ meeting and the Audit Committee is, in turn, appointed by the board of directors from among its members (as appointed by the shareholders’ meeting).

The board of directors is generally responsible for managing the affairs of the company. The Board may therefore undertake all transactions considered necessary, useful or appropriate in achieving the company’s corporate purpose except only for such actions as are reserved to the ordinary or extraordinary shareholders’ meeting by applicable law or the articles of association.

Within the limits prescribed by Italian Law, the Board may delegate its general powers to an executive committee and/or managing director to handle the day-to-day management consistent with the guidelines set by the board of directors.

 

		3

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

The Chairman of the board of directors, any deputy chairman as well as any managing director are authorized to represent and bind the company in their capacity as legal representatives. The board of directors and any managing director may also delegate the power to carry out certain acts within the scope of their respective authority.

Our board of directors consists of 12 directors (including the members of the Audit Committee) and has been appointed by the ordinary shareholders’ meeting on May, 28, 2021 for a period of three fiscal years. Members of the board of directors who are also employees are entitled to applicable severance pay benefits (TFR) under Italian law. No other service contracts and/or agreements exist between members of the board of directors, us and/or our subsidiaries, providing for benefits and/or compensation to our directors upon termination of employment.

During 2022, the Board of Directors has been convened n. 8 times.

Foreign Private Issuer Status

As a foreign private issuer whose shares are listed on the NYSE, we have the option to follow certain Italian corporate governance practices rather than those of NYSE, except to the extent that such laws would be contrary to U.S. securities laws and provided that we disclose the practices we are not following and describe the home country practices we are following. We rely on this “foreign private issuer exemption” with respect to the following NYSE Corporate Governance Standards:

 

·

Section 303A of the NYSE Listed Company Manual, which requires that a majority of the board be independent (although all of the members of the audit committee must be independent under the Exchange Act);

 

·

Section 303A.05 of the NYSE Listed Company Manual, which requires boards to have a compensation committee consisting entirely of independent directors; and

 

·

Section 303A.03 of the NYSE Listed Company Manual, which requires an issuer to have regularly scheduled meetings at which only independent directors attend.

Except as stated above, we comply with the rules generally applicable to U.S. domestic companies listed on NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on NYSE, may provide less protection than is accorded to investors under NYSE listing requirements applicable to domestic issuers.

Committees of the Board of Directors

On May 28, 2021, we established an Audit Committee while on June 16, 2021, we established a Compensation Committee, a Nominating and Corporate Governance Committee, a ESG Committee and a Business and Strategy Committee. Each of these committees are governed by a charter that is consistent with applicable Italian Law and SEC and NYSE corporate governance rules, and which is available on the Investors section of our website at https://www.stevanatogroup.com/en/ . The information contained on, or that can be accessed through, our website does not form part of the Report.

Audit Committee

Our Audit Committee consists of William Federici, Fabio Buttignon and Fabrizio Bonanni. Mr. Federici serves as the chairman of the Audit Committee. Our board determined that all members of our Audit Committee meet the

 

		4

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE corporate governance rules.

Our board determined that Mr. Buttignon and Mr. Federici are both audit committee financial expert as defined by the SEC rules and have the requisite financial experience as defined by the NYSE corporate governance rules. Further, Mr. Buttignon is a certified accountant and, in such capacity, is enrolled with the Italian Registry of Statutory Auditors.

Our board determined that each member of our Audit Committee is “independent” as such term is defined under Italian Law, it being understood that a director cannot qualify as independent (and, therefore, cannot be an audit committee member) if any of the following applies: (i) being interdict, incapacitated, bankrupt, or convicted of an offense that implies the interdiction, even temporary, from public offices, or the inability to exercise managerial offices; (ii) being the spouse, relatives and relatives-in-law within the fourth degree of directors of the company, the directors themselves, the spouse, relatives and relatives-in-law within the fourth degree of directors of the companies controlled by the concerned company, of the companies that control it and of those subject to common control; and (iii) being linked to the company or to the companies controlled by it or to the companies that control it or to those subject to common control by an employment relationship or by an ongoing relationship of consultancy or paid work, or by other relationships of a financial nature that compromise their independence.

Our Audit Committee is compliant with applicable rules and regulations of the SEC and NYSE corporate governance rules as well as Italian Law requirements with respect to its composition, expertise requisites and functioning.

The Audit Committee is responsible for, among other things, assisting the board in the oversight of:

 

·

the accounting and financial reporting practices of the Company as well as the integrity of the financial statements;

·

the adequacy of the Company’s organizational structure, internal control system, and administrative and accounting systems;

·

the Company’s risk assessment and risk management processes to ensure such processes are effective;

·

supervise compliance with legal and regulatory requirements including as required by the rules and regulations of the SEC, by preparing the report of the Audit Committee to be included in the Company’s annual proxy statement;

·

the independence and qualifications of the Company’s registered public accounting firm.

The Audit Committee meets regularly and in a manner that the Audit Committee may deem fit and, at least once every ninety calendar days. Periodically, the Audit Committee also meets with our independent auditor and members of our management.

During 2022, the Audit Committee has been convened n. 7 times.

Compensation Committee

Although not required under Italian law, on June 16, 2021, we established a compensation committee. This committee consists of Madhavan Balachandran (as chairman), Donald Eugene Morel Jr. and Paola Vezzaro.

The Compensation Committee is responsible for, among other things:

 

·

analyzing, discussing and making recommendations to the board of directors on remuneration policies for directors and senior management and review their appropriateness;

 

·

within the terms of the agreed policy and in consultation with the board chairman determining the total individual remuneration package of each executive director;

 

		5

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

·

assessing, reviewing and recommending for approval by the board, the CEO’s annual remuneration package and performance objectives based on the evaluation of the CEO’s performance;

 

·

reviewing and approving any significant changes to the overall compensation program and incentive plans.

Pursuant to Italian Law, the shareholders’ meeting determines the base compensation of the members of the board of directors. After consultation with the Audit Committee, the board of directors may determine the compensation of executive officers, including the CEO. If the articles of association so provide, the shareholders’ meeting may determine an aggregate amount for the remuneration of all directors, including executive officers.

During 2022, the Compensation Committee has been convened n. 9 times.

Nominating and Corporate Governance Committee

Although not required under Italian law, on June 16, 2021, we established a Nominating and corporate governance committee. This committee consists of Franco Stevanato (as chairman), Madhavan Balachandran, Donald Eugene Morel Jr. and Fabrizio Bonanni.

The Nominating and Corporate Governance Committee is responsible for, among other things:

 

·

reviewing the structure, size and composition (including the skills, knowledge, experience and diversity) of the board of directors;

 

·

identifying and appointing independent board of directors candidates to fill independent Board vacancies as and when these arise;

 

·

keeping under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continuing ability of the organization to compete effectively in the marketplace;

 

·

constantly reviewing corporate governance rules and practices and ensuring that corporate governance codes that apply to the Company are observed;

 

·

formulating succession plans.

If, during the term of their office, one or more directors resign, the other directors must replace them by a resolution approved by the Audit Committee, provided that the majority of the board still comprises directors appointed by the company’s shareholders. The coopted directors remain in office until the next shareholders’ meeting. If at any time more than half of the members of the board of directors appointed by the shareholders’ meeting resign, the remaining members of the board of directors (or the audit committee if all the members of the board of directors have resigned or ceased to be directors) must promptly call an ordinary shareholders’ meeting to appoint the new directors and until such time as the new directors are appointed, the resigning directors remain in office.

During 2022, the Nominating and Corporate Governance Committee has been convened n. 3 times.

As mentioned above, the current Board of Directors was appointed in 2021 prior to the establishment of the Nominating and Corporate Governance Committee, which is also responsible for the report of the process used to make appointments to the Board of Directors and explain if external advice or open advertising has been used for such appointments. Such activity will be performed by the Nominating and Corporate Governance Committee from time to time, whenever appointments to the Board of Directors are concerned.

 

		6

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

Business & Strategy Committee

On June 16, 2021, we established a Business and Strategy Committee. This committee consists of Donald Eugene Morel Jr. (as chairman), Sergio Stevanato, Franco Stevanato, Marco Stevanato, Madhavan Balachandran, Fabrizio Bonanni, Franco Moro and William Federici.

The Business and Strategy Committee is responsible for, among other things:

 

·

periodically reviewing and making recommendations on medium and long-term strategies and strategic plans to be pursued;

 

·

reviewing the annual business plan, budget and capital structure of the Group before onward submission to the Board for approval;

 

·

meeting with management periodically to monitor the Company’s progress against its strategic goals and to discuss, review and recommend to the Board any such matters or issues which relate to the strategic planning of the Group;

 

·

ensuring the board of directors is regularly appraised of the Company’s progress with respect to implementation of any approved strategy.

During 2022, the Business & Strategy Committee has been convened n. 6 times.

ESG Committee

On June 16, 2021, we established a ESG Committee. Our ESG Committee consists of Fabiano Nicoletti (as chairman), Paola Vezzaro and William Federici.

The ESG Committee is responsible for, among other things:

 

·

assisting the Company in setting ESG strategies, including by reviewing, challenging and overseeing the content of and approach to strategy concerning ESG matters;

 

·

supervising compliance of ESG disclosure and ensuring a sustainability strategy is considered by the Board as part of the overall business strategy of the Group;

 

·

bringing to the attention of the board of directors emerging ESG matters and reviewing, challenging and approving annual sustainability KPIs and related targets in line with the agreed sustainability strategy;

 

·

putting systems in place to monitor ESG Matters and reviewing compliance with material regulation and legislation on ESG/sustainability issues, and any public ESG/sustainability-related commitments voluntarily subscribed to by the Group.

During 2022, the ESG Committee has been convened n. 4 times.

 

		7

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

Duties of Directors and Conflict of Interests

Under Italian law, the primary duty of directors is to carry out all activities as are necessary for the achievement of the corporate purpose in accordance with applicable law and the articles of association.

In particular, directors have a general duty to act with care, without self-interest and on a well-informed basis.

The applicable standard of conduct is determined, on a case-by-case basis, taking into account the characteristics of the corporation, the specific tasks and responsibilities conferred to the single directors, and the personal skills of the latter.

In addition, directors have numerous specific duties and obligations, such as, inter alia:—keeping the corporation’s books, records and other databases (including the shareholders’ register) in such a manner that the corporation’s rights and obligations may be ascertained from the interested parties at all times;—preparing the corporation’s annual accounts according with the applicable accounting principles and filing them with the Companies’ Register on time;—registering the corporation with the Companies’ Register and keeping the registered information up to date;—convening annually or when necessary or required by the shareholders the general meetings of the corporation; and—monitoring the own funds and financial position of the corporation and initiate the actions or procedures contemplated by the law in case of (i) losses entailing the reduction of the own funds of the corporation below the threshold of two thirds of the share capital or (ii) income, asset or financial unbalances having certain characteristics

The board of directors may delegate certain powers to one or more managing directors (amministratori delegati), determine the nature and scope of the powers delegated to each director and revoke such delegation at any time. The managing directors must report to the board of directors and the audit committee at least every 180 days on the company’s business and the main transactions carried out by the company or by its subsidiaries.

Directors having any interest in a proposed transaction must disclose such interest to the board of directors and to the audit committee, even if such interest is not (or is deemed not to be) in conflict with the interest of the company in the same transaction. The interested director is not required to abstain from voting on the resolution approving the transaction, but the resolution must state explicitly the reasons for, and the benefit to the company of, the approved transaction. In the event that these provisions are not complied with, or that the transaction would not have been approved but for the vote of the interested director, the resolution may be challenged by a director or by the audit committee if the approved transaction is (or is likely to be) prejudicial to the company. If the director carrying an interest in the transaction is the CEO and the transaction falls within his/her competence, he/she will in any case have to abstain from carrying out the transaction on behalf of the Company and will defer authority to the board of directors.

Terms of Directors and Officers

The board of directors is elected by the ordinary shareholders’ meeting of the Company, for the period established at the time of election but in any event for no more than three fiscal years. A director may be reappointed for successive terms.

The board of directors—may also appoint one or more general managers (direttori generali), who must report directly to the board of directors and confer powers for single acts or categories of acts to employees of the company or third-party representatives.

Under Italian law and pursuant to our articles of association, directors may be removed from office at any time by the shareholders’ meeting. A director that is removed without cause may have a claim for damages against the Company. Directors may resign at any time by written notice to the board of directors and to the chairman of the audit committee. The board of directors, subject to the approval of the audit committee, must appoint substitute directors to fill vacancies arising from removals or resignations to serve until the next ordinary shareholders’ meeting.

If at any time more than half of the members of the board of directors appointed by the shareholders’ meeting of the Company resign, the remaining members of the board of directors (or the audit committee if all the members of the

 

		8

		Stevanato Group S.p.A.   Nominating and Corporate Governance Committee’s Report for 2022

 

board of directors have resigned or ceased to be directors) must promptly call an ordinary shareholders’ meeting to appoint the new directors and until such time as the new directors are appointed, the resigning directors remain in office.

 

		9

Exhibit 99.6

 

 

STEVANATO GROUP S.P.A.

REPORT ON REMUNERATION POLICY AND PRACTICES

 

 

 

 

 

 

 

 

 

		2

		Stevanato Group S.p.A.   Report on Remuneration Policy and Practices

 

Introduction

To attract and retain people fully committed to the vision and purpose of Stevanato Group and able to support the success of our customers, it is fundamental to pay appropriately and fairly, balancing the interests of shareholders and employees, as well as all other stakeholders.

Remuneration policies and practices contribute to the long-term interests of Stevanato Group (“Group”) and enable the Group to reward performance in line with the Mission, Vision and Values.

The Group’s ambition is to motivate and develop people of the highest caliber and potential, and to build the Best Team, creating added value and delivering the best result for the customer. In this perspective, the remuneration policy, through dedicated compensation and welfare programs, aims at fostering a culture that values diversity, innovation and excellence.

The object of this year’s report is to describe the framework and the drivers of the compensation policy and practices of Stevanato Group. To this purpose, the Compensation Committee, established on June 16, 2021, worked along 2022, in close cooperation with Group management, on the development of a remuneration policy that will continuously evolve to ensure its adherence to market best practices, Group’s life cycle and strategic priorities.

In particular, the report provides information on the (a) balance between fixed and variable compensation, (b) bonus opportunity ranges for key positions, (c) qualitative description of the principal strategic objectives included in the bonus scheme, and (d) ESG performance areas included in the bonus scheme.

The Committee, in line with market best practices, has availed itself of the services of the external advisor Mercer, a global leader of HR consulting, with extensive experience in Executive Remuneration.

Approach to Remuneration Policy

The purpose of Stevanato Group’s Remuneration Policy is to support successful business performance through an engaged and motivated team, attracted to the organization by a consistent and differentiated employment offering delivered at an affordable and sustainable cost, in line with business goals and long-term company’s objectives.

Stevanato Group’s Remuneration Policy is based on the following key pillars:

 

		3

		Stevanato Group S.p.A.   Report on Remuneration Policy and Practices

 

Stevanato Group’s Remuneration Practices

The remuneration structure envisages an appropriate combination and balance of all the incentive levers and components (base salary, short-term incentive plan, long-term incentive plan, benefits) to design compensation packages consistent with different clusters of the population, roles and complexity of the positions.

Total remuneration packages are subject to periodical review to ensure internal consistency, as well as adequacy and competitiveness compared to the markets for positions of similar levels of responsibility and complexity.

Pay Mix

The average pay mix target of the Chief Executive Officer and C-level roles of Stevanato Group shows the balance between the fixed and variable remuneration, which includes a predominant focus on the variable remuneration, especially linked to long-term strategic objectives.

 

 

		4

		Stevanato Group S.p.A.   Report on Remuneration Policy and Practices

 

Base Salary (Fixed Remuneration)

Base Salary is determined and allocated based on pre-defined criteria.

It reflects the role and the responsibilities assigned, taking into consideration skills, contribution and experience required for the position.

The overall amount and weight of Base Salary must be sufficient and appropriate to remunerate the role and is periodically reviewed with respect to a predefined reference market.

Variable Remuneration

The variable component of Stevanato Group’s remuneration framework consists of:

 

·

Short Term Incentive Plan

 

·

Long Term Incentive Plan

Short Term Incentive Plan is a cash-based plan that aims at motivating and rewarding the achievement of annual financial and non-financial objectives, within the framework of long-term sustainable performance.

Key performance indicators, foreseen in the annual bonus scheme, vary depending on the organizational layer and the responsibilities of the participants. There is a mix of financial metrics at the Group level (such as revenues, EBITDA or EBITDA margin, net working capital, and free cash flow) and non-financial metrics (such as strategic objectives linked to business plan priorities, ESG performance areas, and operating metrics in the areas of safety, quality, production, sales, customer satisfaction).

The scorecard of the senior executive positions – CEO and C-Level role – are mainly focused on Group financial metrics (80% of the scorecard) linked to the most relevant strategic priorities for 2023: i) Adjusted EBITDA margin; ii) Revenues; iii) Trade Working Capital. The remaining 20% of the scorecard focus on Individual KPI which may include objectives related to the business development of the Stevanato Group and ESG priorities.

For the CEO role are focused on the business development of the company, strategic projects, and ESG objectives (with a particular focus on Diversity and Environment), while for C-Level roles Individual objectives may vary depending on their specific business accountability.

Short Term Incentive Plan envisages a cap to the maximum award and pre-defined performance and payout curves. In case of achievement of the challenging level of overperformance, the maximum payout for CEO and C-Level roles can reach up to 150% of the target bonus.

Target bonus opportunity for eligible positions is defined according to the level of accountabilities, contribution to company results, and consistent with practices of the reference market. The STI target pay opportunity for the Chief Executive Officer and C-level roles ranges from a minimum of 50% to a maximum of 60% of the base salary.

Long Term Incentive Plan aims at strengthening the link between variable compensation, company performance, and shareholder return over a multi-year period. During the fiscal year 2022, the Compensation Committee has designed the new Long Term Incentive Plan 2023-2027. The aim is to replace the previous Stock Grant Plan which will be terminated following the expiration of the first cycle (2021-2022) and substituted by the Long-Term Incentive Plan 2023-2027, which will become the only long-term incentive plan in place. The aim of the new plan is to reinforce the alignment of the long-term incentive compensation element with the corporate strategy and US most common practices, as well as ensure the attraction and retention of key managers. The Plan provides for the grant to be made in part with Performance Share (“PSP”) and in part with Restricted Shares (“RSP”).

 

		5

		Stevanato Group S.p.A.   Report on Remuneration Policy and Practices

 

The Plan, for the Performance Shares part, envisages pre-defined pay for performance curves and a cap to the maximum award that can be earned in terms of the number of shares.

The PSP has a vesting period of three years with a cliff vesting schedule while the RSP vest on annual installments during the three years vesting period.

The number of shares individually granted at the beginning of the vesting period is defined according to the level of accountabilities and business impact of each eligible position and consistent with practices of the reference market. The LTI target pay opportunity for the Chief Executive Officer and C-level roles range from a minimum of 70% to a maximum of 145% of the base salary.

Benefit

As an Employer of Choice, Stevanato Group provides comprehensive and competitive Employee Benefits (such as pension schemes, healthcare plans, and company car) as part of the Total Rewards package. Benefits provide substantial guarantees for the well-being of staff during their active career, as well as their retirement.

Stock Ownership and Retention Guidelines

The Chief Executive Officer is required to hold at least 5 times his base salary while the C-level roles are required to hold at least 2 times their respective base salary. Executives are expected to meet the applicable guideline no more than 5 years after first becoming subject to it, and they are expected to continuously own sufficient shares to meet the guideline once attained.

Stevanato Group’s Commitment to Diversity, Equity & Inclusion (DE&I)

Stevanato Group is committed to ensuring fair treatment in terms of compensation and benefits, as well as in terms of opportunities and career development, regardless of gender, age, ethnicity, disability, sexual orientation, religion, as well as any other traits.

One important ambition of the Group is to foster a culture that values DE&I in all the locations in which the Group operates, promoting staff well-being through dedicated compensation and welfare programs to be competitive globally.

Stevanato Group confirms this commitment also through the inclusion of specific targets on DE&I within the Short-Term Incentive goal card of the CEO and top management, and where progress is regularly monitored.

 

		6

Exhibit 99.7

UNOFFICIAL ENGLISH TRANSLATION

OF THE ARTICLES OF ASSOCIATION

This document is an English translation

of a document in the Italian language

BY-LAWS [DRAFT]

TITLE I

DENOMINATION - REGISTERED OFFICE – CORPORATE PURPOSE – DURATION

Article 1

Denomination

 

1.1	The Company is denominated “Stevanato Group Società per Azioni”, abbreviated to “Stevanato Group S.p.A.”.

Article 2

Registered Office

 

2.1	The Company has its registered office in the Municipality of Piombino Dese (Pd).

Article 3

Applicable Provisions

 

3.1	The Company is subject to the provisions of the Italian Civil Code relating to joint stock companies and all other laws and regulations applicable to joint stock companies.

 

3.2	If the ordinary shares of the Company are traded on the New York Stock Exchange (“NYSE”), the provisions of the Italian Civil Code applicable to listed companies will also be applicable, pursuant to article 2325-bis of the Italian Civil Code.

 

3.3	If the ordinary shares of the Company are traded on a European regulated market, the provisions of legislative decree 58/1998 and the other laws relating to the same matter shall apply to the Company, notwithstanding anything to the contrary in these Articles.

Article 4

Corporate Purpose

 

4.1	The corporate purpose of the Company is as follows and comprises:

 

i)

the undertaking, holding and management of shareholdings and interests of any kind, both directly and indirectly, in other companies and entities, including consortia, both under Italian and foreign law,

 

1

whatever their purpose and object; in particular, the Company takes on, holds and manages shareholdings in companies operating in the fields of design, production and commerce of containers, packaging systems, drug delivery systems, automatic assembly systems and other goods and services predominantly (but not exclusively) for the pharmaceutical industry and other connected or related sectors;

 

ii)

the provision of administrative, financial, commercial and management services in general aimed at the management and strategic, technical and/or financial coordination or, in any event, provided in the interest of the subsidiaries companies and entities, including but not limited to: the coordination of the operational strategies, investment programs and development plans; the coordination of financial policy, centralized treasury operations and the granting of financing; the exercise of promotion and research activities; the use of technological assets, name and intellectual property rights; the administration and management of personnel, both for operational and disciplinary effects;

 

iii)

the study, creation, undertaking, licensing, registration, filing, management, purchase, and transfer of all types of rights relating to intangible assets of any kind, patents for industrial inventions, and for ornamental or utility models, trademarks and know-how;

 

iv)

the purchase, sale, possession and enjoyment of shares and bonds as well as other financial instruments, real rights and/or options in general on the same, whether issued and/or circulating in Italy or abroad;

 

v)

the purchase, construction, sale, exchange, personal management of civil and industrial, rustic and urban real estate.

The activities in paragraphs (i) and (ii) will not be exercised vis-à-vis the public, but will be aimed at a stable investment purpose. In particular, any activity of a fiduciary nature, collection of savings, credit exercise, placement on the market of financial instruments is excluded; all other activities reserved by law are also excluded.

Consequently, in a non-predominant and instrumental manner for the achievement of the Company’s corporate purpose, the Company may carry out all commercial, financial, industrial, securities and real estate operations; it may also grant sureties, endorsements, deposits and guarantees in general, including in favor of third parties.

 

4.2	The Company exercises and organizes its own activity with the objective of pursuing success and sustainable growth through the creation of long-term value for the benefit of shareholders, taking into account the interests of other stakeholders relevant to the Company.

Article 5

Duration

 

5.1	The duration of the Company is set until 31 (thirty-one) December 2100 (two thousand one-hundred).

TITLE II

SHARE CAPITAL – SHARES

Article 6

Share Capital

 

6.1	The share capital of the Company is of Euro 21,698,480.00 and is divided into 295,540,036 shares, of which 34,103,005 ordinary shares and 261,437,031 special class “A” shares (the “Shares A” and, together with the ordinary shares, the “Shares”) all without par value.

 

2

6.2	The share capital can also be increased through contributions in kind or receivables and by issuing shares of different classes from the Shares, in compliance with the provisions of the law in force and of these Articles.

 

6.3

Pursuant to article 2443 of the Italian Civil Code, the extraordinary shareholders’ meeting can grant the Board of Directors the power to increase the share capital, in one or more occasions, up to a determined amount and for a maximum period of five years from the date of the resolution, as well as the power to issue bonds, including bonds convertible in shares, up to a determined amount and for a maximum period of five years from the date of the resolution.

 

6.4

If the ordinary shares of the Company are traded on the NYSE, the pre-emption rights of the shareholders on the newly issued ordinary shares can be excluded, pursuant to article 2441, paragraph 4, second sentence, of the Italian Civil Code, on a number of share of up to 10 (ten) percent of the existing share capital, provided that the issuing price matches the market value of the ordinary shares and this is confirmed in a report issued by a legal auditing company or an auditor.

 

6.5	The Company may also issue bonds and participatory and non-participatory financial instruments, convertible or non-convertible into shares, warrants and other financial instruments pursuant to the law and as provided in these Articles.

Article 7

Shares – Shareholders’ Register - Entitlement to Exercise Corporate Rights

 

7.1

The Shares are not represented by share certificates, pursuant to article 2346, paragraph 1, of the Italian Civil Code, and are not subject to the dematerialization regime pursuant to article 83-bis and following of the Italian Financial Act (Testo Unico della Finanza). Therefore, the entitlement to exercise corporate rights is subject to the provisions of article 2355, paragraph 1, of the Italian Civil Code, save as provided in these Articles.

 

7.2	The Company keeps, in compliance with applicable laws, the shareholders register, in paper form or in electronic form, in compliance with the provisions of article 2215-bis of the Italian Civil Code and the applicable laws and regulations (the “Shareholders’ Register”).

 

7.3

If the ordinary shares of the Company are traded on the NYSE, the ordinary shares are transferred on the basis of the documentation and/or the computer techniques commonly used in such market, provided that such documentation and techniques shall comply with the applicable provisions of Unites States law and the regulations of the NYSE.

 

7.4

If the ordinary shares of the Company are traded on the NYSE, the Board of Directors has the power to institute and hold a paper and/or electronic register, which methods and functions shall be compliant with United States law (the “US Register”), where to register the direct holders of the shares and the related share transfers, subsequently making a corresponding annotation in the Shareholders’ Register, also through a third-party provider authorized to provide transfer agency services in relation to financial instruments traded on the NYSE and supervised by the competent United States authorities (the “Transfer Agent & Registrar”). When and if the US register is instituted, as a result of trading of ordinary shares on the NYSE, recording the transfers of such shares in the US Register is a condition for the regularity and validity of the subsequent and corresponding registrations in the Shareholders’ Register, without prejudice to the legal nature and relevance of the latter pursuant to the Italian legislation.

 

7.5

If the ordinary shares of the Company are traded on the NYSE, the Board of Directors may also set up procedures for the identification of those who - as a result of the registration in the US Register of a single depositary of the ordinary shares designated by the company entrusted with the centralized management of the US Register in accordance with applicable laws (the “Holder of Record”) - indirectly hold the ordinary shares (the “Beneficial Owners”) and the right to indirectly exercise corporate rights pursuant to article 7.6(b) below. These procedures can be implemented also through third-party providers.

 

7.6	If the ordinary shares of the Company are traded on the NYSE, the entitlement to exercise corporate rights is governed as follows:

 

3

a)

all the entities registered as direct holders of the ordinary shares, and therefore registered in the US Register and in the Shareholders’ Register are entitled on their own by virtue of the aforementioned registration and can therefore exercise all corporate rights in the forms provided for by law and by these Articles of Association;

 

b)

all the Beneficial Owners who are not registered as direct owners of the shares in the US Register or in the Shareholders’ Register, not being entitled to the exercise the corporate rights in their own name, can exercise all corporate rights, including participation and voting in the shareholders’ meeting, (i) collectively, through the Holder of Record registered both in the US Register and in the Shareholders’ Register or a person specifically appointed by the Holder of Record, or (ii) individually, through the same Holder of Record or a person who was specifically appointed by, or received specific authorization and/or delegation from, the Holder of Record, in compliance with all applicable laws and regulations.

No obligation to update the US Register and the Shareholders’ Register results from the exercise of corporate rights by the Beneficial Owners, in the name of the Holder of Record, either collectively or individually.

 

7.7

The ordinary shares are registered, indivisible, freely transferrable and grant the holders equal rights. In particular, each ordinary share grants the right to one vote in the ordinary and extraordinary shareholders’ meetings of the Company and the other financial and administrative rights pertaining to shareholders pursuant to the law and these Articles.

 

7.8	The Class A Shares have the same characteristics and grant the same rights as the ordinary shares, save for the following:

 

a)

every Class A Share grants the right to 3 (three) votes pursuant to article 2351, paragraph 4, of the Italian Civil Code in the ordinary and extraordinary shareholders’ meetings of the Company;

 

b)

the Class A Shares convert automatically (without any resolutions of the extraordinary meeting of the holders of Class A Shares or the shareholders’ meeting) in ordinary shares, with the ratio of one ordinary share for each Class A Share, in the event of a transfer of such Class A Shares to anyone other than Sergio Stevanato (born in Venice on March 20, 1943), his descendants (collectively the “Stevanato Family”), any company or other entity controlled, even jointly, directly or indirectly, by one or more members of the Stevanato Family, or a trust (or, alternatively, by the related trustees) instituted by members of the Stevanato Family, provided that the beneficiaries are (or may be) one or more members of the Stevanato Family. “Control” has the meaning specified by article 2359, paragraphs 1 and 2 of the Italian Civil Code;

 

c)

the Class A Shares are convertible into ordinary shares at the ratio of one ordinary share for each Class A Share, in whole or in part and also in several instalments, upon request of the holder via notice to be sent to the Chairman of the Board of Directors of the Company, copying the Chairman of the Audit Committee, by registered mail, e-mail or any other means suitable to provide proof of receipt.

 

7.9

The Board of Directors acknowledges the occurrence of an event resulting in a conversion of Class A Shares in ordinary shares pursuant to article 7.8 letters (b) and (c) above (each, a “Conversion Event”) with a resolution passed in the first meeting following the occurrence of such Conversion Event or when known by at least one directors and, in any event, within 15 (fifteen) days of the occurrence of such Conversion Event or from when known by at least one director, with the majorities referred to in article 21.3 below. Failing the acknowledgment of the Board of Directors, the occurrence of a Conversion Event is acknowledged by the Audit Committee with a resolution passed with the majorities referred to in article 25.3 below within the following 15 (fifteen) days. Following the acknowledgment of the Conversion Event, the Chairman of the Board of Directors of the Company or, failing that, the Chairman of the Audit Committee shall without delay: (i) register the conversion of the shares in the Shareholders’ Register, with prior notice to the Transfer Agent & Registrar to allow the registration of the ordinary shares on the US Register referred to in article 7.4 above if necessary; (ii) make the necessary amendments to the Articles of Association, adjusting its content as a consequence of the different distribution of the share capital in the different classes of shares; (iii) deposit, in accordance with article 2436, paragraph 6 of the Italian Civil Code, the updated text of the Articles of Association in the companies’ register, completing any other formalities required by applicable law.

 

4

7.10	In no case can ordinary shares be converted in Shares A.

 

7.11

The Company can issue Class A Shares in connection with (a) a capital increase through new contributions in cash without exclusion or limitation of the pre-emption rights, (b) a capital increase without new contributions pursuant to article 2442 of the Italian Civil Code, and (c) a merger or demerger, in any event in combination with ordinary shares.

 

7.12

In connection with a rights offering carried out through the issue of ordinary shares only, the right to subscribe the newly issued ordinary shares will be recognized to all shareholders in proportion to the Shares – be they ordinary shares or Class A Shares – held by each of them at the time of the rights offering.

 

7.13

In connection with a capital increase to be carried out through the issue of ordinary shares and Shares A: (i) the percentage of new ordinary shares and new Class A Shares will have to be proportional to the percentage of existing ordinary shares and Class A Shares as of the date of the resolution approving the capital increase; and (ii) the newly issued ordinary shares and Class A Shares must be offered for subscription to individual shareholders in proportion to the ordinary shares and Class A Shares held by them at the time of execution of the capital increase. If any newly issued Class A Shares are not subscribed by holders of Class A Shares by the end of the offering period, pursuant to article 2441, paragraph 2, of the Italian Civil Code, and be purchased by someone other than a holder of Class A Shares such shares will assume the nature of ordinary shares from the outset.

 

7.14

In connection with a merger or demerger in which the Company is a party, the holders of Class A Shares will have the right to receive, in exchange for or in addition to the Class A Shares held by them, shares having the same characteristics as the Shares A, within the limits of law and compatibility, unless otherwise resolved by the extraordinary shareholders’ meeting of the holders of the Shares A.

Article 8

Withdrawal Rights

 

8.1	Shareholders have the right of withdrawal in the cases provided by mandatory provisions of law.

 

8.2	Shareholders who have not taken part in the approval of resolutions concerning the extension of the duration of the Company or the introduction or removal of restrictions on the circulation of Shares are not entitled to withdraw.

 

8.3

The right of withdrawal is exercised in accordance with article 2437-bis of the Italian Civil Code. In any event, in the cases referred to in article 2437, paragraph 1, of the Italian Civil Code, the withdrawal rights are validly exercise only if the Beneficial Owners that exercised such rights directly or through the Holder of the Record, according to article 7.6 above, prove that they did not contribute to the adoption of the resolutions giving rise to the right of withdrawal.

 

8.4

The liquidation value of the Shares is determined pursuant to article 2437-ter of the Italian Civil Code. If the ordinary shares of the Company are traded on the NYSE, the liquidation value of the ordinary shares is determined by reference to the arithmetic average of the closing prices in the six months that precede the publication of the notice of call of the shareholders’ meeting which resolutions triggered the withdrawal right.

 

5

TITLE III

SHAREHOLDERS’ MEETING

Article 9

Shareholders’ Meeting

 

9.1	The shareholders’ meeting represents all the members and its resolutions, taken in compliance with the law and with the present Articles, are binding for all the members, even if dissenting or not attending.

 

9.2	The shareholders’ meeting is ordinary or extraordinary in accordance with the law.

 

9.3	If the ordinary shares of the Company are traded on the NYSE, any shareholders’ agreements have to be communicated to the Company and declared at the beginning of each shareholders’ meeting pursuant and for the purposes of article 2341-ter of the Italian Civil Code.

Article 10

Notice

 

10.1	The shareholders’ meeting is convened by the Board of Directors, also in a location other than the registered office, in Italy, in other countries of the European Union, in the United Kingdom or in the United States of America.

 

10.2

The Board of Directors shall convene the shareholders’ meeting without delay when so requested by a number of shareholders representing at least one tenth of the share capital or, if the ordinary shares of the Company are traded on the NYSE, one twentieth of the share capital pursuant to article 2367 of the Italian Civil Code.

 

10.3

The shareholders’ meeting, both ordinary and extraordinary, shall be held on first call and, if necessary, on second call, as well as possibly in calls subsequent to the second, even if the ordinary shares are traded on the NYSE, unless the Board of Directors establishes, with the notice of call, that the shareholders’ meeting is held in a single call.

 

10.4	The convocation of the shareholders’ meeting, both ordinary and extraordinary, is effected by means of a notice communicated to all the shareholders by means that guarantee proof of receipt at least 8 (eight) days before the date of the meeting.

 

10.5

If the ordinary shares of the Company are traded on the NYSE, the notice of the shareholders’ meeting, both ordinary and extraordinary, is carried out by notice to be published, in the manner specified below, at least 40 (forty) days prior to the date of the shareholders’ meeting. The notice of call is published:

 

a)

in English and Italian, on the website of the Company;

 

b)

in Italian, on the newspaper “Sole 24 Ore” or, in the event it is no longer published or there is an objective impediment, in the newspaper “Corriere della Sera”, or, finally, in the event it is no longer published or there is an objective impediment, on the Official Gazette of the Italian Republic.

 

10.6	The notice of call must contain:

 

a)

an indication of the place where the shareholders’ meeting is to be held, as well as any places connected to it by telematic means;

 

b)

indication of the date and time of the shareholders’ meeting convocation;

 

c)

the list of the items on the agenda;

 

6

d)

any other information required by law.

as well as, if the ordinary shares of the Company are traded on the NYSE,

 

e)

indication that the documentation required by applicable laws and regulations have been published on the Company’s website;

 

f)

the address of the website of the Company;

 

g)

indication of the date referred to in article 11.2 below, specifying that those who will become holders of Company’s Shares after that date will not have the right to attend and vote in the shareholders’ meeting.

Article 11

Entitlement to Attend and Vote at the Shareholders’ Meeting - Voting Proxies

 

11.1	Entitlement to attend the shareholders’ meeting and exercise of voting rights is governed by article 7 above.

 

11.2

If the ordinary shares of the Company are traded on the NYSE, the entitlement to attend the shareholders’ meeting and exercise the right to vote in relation to the ordinary shares are vested in the entities that are registered both in the US Register and in the Shareholders’ Register as holders of these shares at the end of the accounting day (according to New York time zone) of the 25th (twenty-fifth) day prior to the date in which the shareholders’ meeting is called or, in the event that that day is not a trading day (according to the NYSE trading calendar), on the immediately preceding trading day (the “Record Date”). In this case, the entity entitled to attend and vote does not loose such entitlement if it has disposed of the shares after the Record Date. On the other hand, entities who are registered both in the US Register and in the Shareholders’ Register after the Record Date, but before the opening of the shareholders’ meeting, are considered, respectively, as absent from the shareholders’ meeting and not having participated to the adoption of the relevant resolutions for the purpose of challenging the shareholders’ meeting resolutions and the exercise of the right of withdrawal pursuant to articles 2377 and 2437 of the Italian Civil Code. However, the Beneficial Owners who were such at the Record Date and who are registered in both the US Register and in the Shareholders’ Register between the Record Date and the opening date of the shareholders’ meeting will be able to challenge the resolution and exercise the right of withdrawal pursuant to articles 2377 and 2437 of the Italian Civil Code only by demonstrating that they did not participate to the adoption of the relevant resolutions.

 

11.3

Participation in the shareholders’ meeting may also take place by means of telecommunications, if provided for in the notice of call, in accordance with the procedures set out in the notice itself. It is understood that the notice of call may provide that the meeting is held exclusively by means of telecommunications, omitting any reference to the physical location where the meeting shall be held.

 

11.4	If the ordinary shares of the Company are traded on the NYSE, the right to vote may be exercised by correspondence or in electronic form, if provided by the notice of call, in accordance with the limits and the formalities established by the notice itself.

 

11.5	Those entitled to vote may be represented by proxy pursuant to article 2372 of the Italian Civil Code. Without prejudice to what is provided by article 7.6(b) above, if the ordinary shares of the Company are traded on the NYSE.

Article 12

Chairman – Conduct of the Shareholders’ Meeting

 

12.1

The shareholders’ meeting is chaired by the Chairman of the Board of Directors or, in case of absence or impediment, in order by a Vice-Chairman, by a Managing Director, if appointed, or, in case of absence or impediment of the latter, by another person designated by the shareholders’ meeting by majority vote of those present.

 

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12.2

The Chairman of the shareholders’ meeting is assisted by a secretary, who may or may not be a shareholder, appointed by the shareholders’ meeting itself on proposal of the Chairman, with the vote of the majority of those present. In extraordinary shareholders’ meetings and, in any case, when the Chairman deems it appropriate, the functions of secretary are performed by a notary public.

 

12.3

The Chairman of the shareholders’ meeting ascertains the identity and the entitlement to attend and vote of those present, verifies that the shareholders’ meeting has been duly convened, regulates its proceedings, establishes the voting procedures in compliance with the law and ascertains the results of voting.

 

12.4	The conduct of the shareholders’ meeting may be governed by specific regulations, approved by resolution of the ordinary shareholders’ meeting.

 

12.5	Minutes of the shareholders’ meetings must be drawn up in accordance with the law. The minutes thus drawn up, signed by the Chairman of the meeting and by the secretary or notary public, must be transcribed in the book of meetings and resolutions of the shareholders’ meeting.

Article 13

Powers, Constitution and Resolutions of the Ordinary Shareholders’ Meeting

 

13.1	The ordinary shareholders’ meeting is competent to resolve on all matters reserved to it by the law and by these Articles.

 

13.2

The ordinary shareholders’ meeting is validly constituted and resolves in first, second and subsequent calls or, if so established by the notice of call, in a sole call, with the majorities required by law. For the purposes of calculating the majorities, reference is made to the number of votes pertaining to the Shares and not to the number of Shares.

Article 14

Powers, Constitution and Resolutions of the Extraordinary Shareholders’ Meeting

 

14.1	The extraordinary shareholders’ meeting is competent to pass resolutions on amendments to these Articles, on the appointment, substitution and powers of liquidators and on other matters reserved to it by law.

 

14.2

The extraordinary shareholders’ meeting is validly constituted and resolves in first, second and subsequent calls or, if so provided in the notice of call, in a sole call, with the majorities required by law. For the purposes of calculating the majorities, reference is made to the number of votes pertaining to the Shares and not to the number of Shares.

TITLE IV

ADMINISTRATION AND AUDIT SYSTEM

Pursuant to article 2409-sexiesdecies and following of the Italian Civil Code, the Company adopts the one-tier system corporate governance, in which the functions of administration and audit are exercised respectively by the Board of Directors and the Audit Committee set up within the administrative body.

 

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Article 15

Composition of the Board of Directors

 

15.1	The Board of Directors is composed by a number of members ranging from a minimum of 9 (nine) and a maximum of 15 (fifteen).

 

15.2

The directors remain in office for a period not exceeding three financial years and their term of office expires on the date of the shareholders’ meeting convened to approve the financial statements for the last financial year of their office, without prejudice to the causes of termination and expiry provided for by law and by these Articles, and can be re-elected.

 

15.3	The directors must meet eligibility and integrity requirements pursuant to article 2382 of the Italian Civil Code and have the professionalism and skills to perform the tasks entrusted to them.

 

15.4

Without prejudice to the additional requirements envisaged for the directors who make up the Audit Committee by article 23 below, one third of the members of the Board of Directors, rounded up in the case of a fractional number, must possess the independence requirements set forth in article 2399 of the Italian Civil Code.

Article 16

Appointment of the Board of Directors

 

16.1	The directors are elected by the ordinary shareholders’ meeting, which also determines their number and term of office.

 

16.2	If the ordinary shares are traded on the NYSE, the directors will be elected on the basis of lists submitted by shareholders, in accordance with the following procedure.

 

16.3

The right to submit a list for the appointment of the Board of Directors is reserved to shareholders who hold, individually or jointly with other submitting shareholders, Shares representing at least 5 (five) percent of the total voting rights attached to the Shares issued by the Company. Each shareholder may only submit one list. The ownership of the number of Shares necessary for the presentation of the list is determined having regard to the entries on the Shareholders’ Register and the US Register on the date on which the lists are filed at the registered office, without prejudice to the provisions of article 7.6 above.

 

16.4	The lists are filed at the Company’s registered office, in accordance with the procedures indicated in the notice of call, at least 3 (three) days before the Record Date and are published by the Company in compliance with any applicable legal and regulatory provisions.

 

16.5

The lists indicate a number of director candidates ranging from 9 (nine) and 15 (fifteen). Director candidates must meet the eligibility and integrity requirements set out in article 15.3 above. Each list must also include: (a) at least one third of the director candidates, rounded up to the higher unit in case of a fractional number, who meet the independence requirements provided for in article 15.4 above; (b) at least 3 (three) director candidates who meet the independence and competence requirements provided for in articles 23.3 and 23.5 below; and (c) at least 1 (one) director candidate who meets the additional professionalism requirement provided for in paragraph 23.4 below. Each candidate may only stand for election in one list, under penalty of ineligibility.

 

16.6

The following must be attached to each list, under penalty of inadmissibility: (i) the curriculum vitae of each of the director candidates; (ii) the declarations with which each of the director candidates accepts his/her candidacy and certifies, under his/her own responsibility, that he/she possesses the eligibility and integrity requirements provided for in article 15.3 above, the independence requirements provided for in article 15.4 above, as well as the independence, professionalism and competence requirements provided for by articles 23.3, 23.4 and 23.5 below; (iii) an indication of the identity of the shareholders or Beneficial Owners who have submitted the lists and the percentage of the voting rights pertaining to the Shares held by them; (iv) any other or different statement, information and/or document required by the provisions of any applicable legislation.

 

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16.7	Each shareholder may vote for only one list of candidates. The vote of each shareholder relates to the list and, therefore, to all the candidates indicated therein, without the possibility of variations, additions or exclusions.

 

16.8	The number of members of the Board of Directors is determined by the number of candidates indicated in the list that obtained the highest number of votes.

 

16.9

Upon completion of the voting process, the candidates on the list that obtained the highest number of votes will be elected. If more than one list has obtained the same number of votes, a new vote will be held during the same shareholders’ meeting; only the lists that reported the same number of votes shall take part in the vote.

 

16.10

If, at the end of the vote, one or more director candidates are elected directors who do not meet the eligibility and integrity requirements set out in article 15.3 above, such candidates will be excluded and, where necessary to ensure the correct composition of the Board of Directors pursuant to article 15 above, replaced pursuant to article 16.12 below.

 

16.11

If, at the end of the vote, no directors are elected who meet the independence requirements set out in article 15.4 above and/or the independence, professionalism and competence requirements set out in articles 23.3, 23.4 and 23.5 below at least in the minimum number indicated in the same articles, the candidates who do not comply with said requirements, who are indicated as last in the list from which they are taken, will be excluded and, where necessary to ensure the correct composition of the Board of Directors pursuant to the article 15 above and the Audit Committee pursuant to article 23 below, replaced pursuant to article 16.12 below.

 

16.12

In cases in which (a) no lists are submitted by the shareholders, (b) only one list is submitted and the same does not obtain the relative majority of votes, (c) the number of directors elected on the basis of the lists presented by the shareholders, also due to the exclusions determined pursuant to articles 16.10 and 16.11 above, is less than 9 (nine), (d) the entire Board of Directors does not have to be renewed or (e) it is not possible, for any reason, to appoint the Board of Directors according to the procedures provided for in article 16.2 and following, the directors will be appointed by the shareholders’ meeting without applying the list voting mechanism, without prejudice to the obligation to ensure the correct composition of the Board of Directors pursuant to the article 15 below and the Audit Committee pursuant to article 23 below.

 

16.13

Directors cease to hold office in the cases provided for by law and by these Articles.

 

16.14

If, during in the term of office, one or more directors cease to hold office, the Board of Directors shall replace them with directors who meet the eligibility and integrity requirements referred to in article 15.3 above and where necessary to ensure the correct composition of the Board of Directors pursuant to article 15 and of the Audit Committee pursuant to article 23 below, the independence requirements referred to in article 15.4 above and/or the independence, professionalism and skills requirements provided for in articles 23.3, 23.4, and 23.5 below. To that end, the provisions of article 2386, paragraph 1 of the Italian Civil Code shall apply, without prejudice to article 2386, paragraphs 2 and 3, of the Italian Civil Code in the event of termination of the majority of directors appointed by the shareholders’ meeting and the provisions of article 2409-octiesdecies, paragraph 4, of the Italian Civil Code and article 23.7 in relation to the substitution of the members of the Audit Committee.

 

16.15

If, following the loss by a director of the independence requirements referred to in article 15.4 above and/or the independence, professionalism and skills requirements set out in articles 23.3, 23.4 and 23.5 below, the Board of Directors and/or the Audit Committee are no longer correctly constituted pursuant to the previous article 15 and article 23 below, the director for whom the aforementioned requirements have ceased to apply shall cease to be a director and will be replaced pursuant to the article 16.14 above.

Article 17

Powers of the Board of Directors - Chairman - Honorary Chairman - Delegated Bodies

 

17.1	The Board of Directors is vested with all the powers for the ordinary and extraordinary management of the Company, with the power to carry out all acts deemed appropriate to achieve the corporate purpose, excluding only those that the law and these Articles reserve to the shareholders’ meeting.

 

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17.2

The Board of Directors is also responsible, pursuant to articles 2365, paragraph 2, and 2446, paragraph 3 of the Italian Civil Code, without prejudice to the competing powers of the extraordinary shareholders’ meeting resolutions concerning: (a) the merger and demerger of the Company in the cases provided for by articles 2505 and 2505-bis of the Italian Civil Code, (b) the transfer of the registered office within the Italian territory, (c) the establishment or closing of secondary offices, (d) the indication of the directors who are entitled to legally represent the Company, (e) the reduction of the share capital in the event of withdrawal of a shareholder, (f) the reduction of the share capital following losses of over one third of the capital, and (g) the adjustment of the Articles to regulatory provisions or as a result of a Conversion Event pursuant to paragraph 7.9 above. In such cases, article 2436 of the Italian Civil Code shall apply.

 

17.3	The Board of Directors elects the Chairman from among its members, unless the shareholders’ meeting does so, and may also appoint one or more Vice-Chairmen.

 

17.4

The Board of Directors may also assign the title of “Honorary Chairman” to a person of recognized prestige who has contributed to the affirmation and development of the Company. The office can also be assigned to subjects who are not members of the Board of Directors, has indefinite duration and can only be revoked for cause. If he/she is not also a director, the Honorary Chairman can attend meetings of the Board of Directors and the shareholders’ meetings to express non-binding opinions and opinions on the matters dealt with and may represent the Company on the basis of special powers of attorney. The Board of Directors determines any remuneration any other emolument and/or reimbursement of expenses due to the Honorary Chairman.

 

17.5

The Board of Directors may delegate part of its powers to an executive committee composed by some of its members or to one or more directors, determining their powers in compliance with the limitations of the law. To this end, the provisions of article 2381, paragraphs 3, 4 and 5, of the Italian Civil Code shall apply.

 

17.6

The Board of Directors and, if appointed, the executive committee and the Managing Directors, within the limits of their powers, may appoint, among the employees of the Company, general managers or proxies, as well as, also among third parties, special proxies or special attorneys, determining their duties and powers in compliance with the limitations of the law.

Article 18

Company Representation

 

18.1	The legal representation of the Company is due to the Chairman of the Board, without limitations.

 

18.2	The representation of the Company is also the responsibility of the Managing Directors, if appointed, within the limits of the powers granted to them.

 

18.3	The representation of the Company is also vested in the General Manager, the proxies and the attorneys within the limits of the powers conferred on them by the deed of appointment.

Article 19

Remuneration of the Directors

 

19.1	The shareholders’ meeting shall establish the remuneration due to the directors for their office as member of the Board of Directors, also in the form of insurance policies. Directors are also entitled to reimbursement of expenses incurred in the exercise of their duties.

 

19.2	The ordinary shareholders’ meeting may also determine an overall amount for the remuneration of all directors, including those holding particular offices, to be divided by the Board of Directors.

 

19.3	The Board of Directors may establish an additional remuneration for the directors vested with particular offices, which may consist of a fixed and a variable part, related to the achievement of certain objectives, or consist of the

 

11

right to subscribe ordinary shares or other financial instruments of the Company at a predetermined price, including those to be issued in the future.

 

19.4

The shareholders’ meeting establishes the fixed remuneration of the Chairman and the members of the Audit Committee for the entire term of office. If the shareholders’ meeting fails to do so, the remuneration of the Chairman and the members of the Audit Committee is established by the Board of Directors.

Article 20

Convening the Board of Directors

 

20.1	The Board of Directors is convened and meets, even outside the registered office, in Italy or abroad, every time the Chairman deems it appropriate, or when requested by a Managing Director (if appointed) or by at least one third of its members.

 

20.2

The Board of Directors shall be convened by the Chairman or, if he/she is prevented from so doing, by a Vice Chairman or a Managing Director, if appointed, with a notice containing indication of the day, time and place of the meeting and the related agenda, as well as, in the cases set out in article 21.2 below, the arrangements for participation by audio or video conference. The notice of call is sent to each director by registered letter, e-mail or any other means capable of providing proof of receipt, at least three days in advance or, in urgent cases, the day before the date set for the meeting.

 

20.3	Even in the absence of formal convocation, the Board of Directors is deemed to be duly constituted if all the directors in office are present.

Article 21

Meetings and Resolutions of the Board of Directors

 

21.1

The meetings of the Board of Directors are chaired by the Chairman, or, in the event of his absence or impediment, in order, by a Vice Chairman, if appointed, by a Managing Director, if appointed, or, in the event of the absence or impediment of the latter, by the person designated by the attending directors.

 

21.2

Pursuant to Article 2388, paragraph 1, of the Civil Code, participation to the meetings of the Board of Directors may also occur through means of distance communication, according to the provisions set out in the relevant convening notice, if any, and to the modalities agreed by the chairman of the meeting. In the convening notice, it may be provided that the relevant meeting of the Board of Directors is exclusively held by means of distance communication, without specifying a physical location for the meeting.

 

21.3	The presence of the majority of the Board of Directors and the favorable vote of the absolute majority of the directors present is required for the validity of the resolutions of the Board of Directors. In the event of a tie, the Chairman shall have a casting vote.

 

21.4	The Board of Directors may adopt a regulation containing the rules and procedures for its operation, also in order to ensure effective management of Board information.

 

21.5	Minutes of the meetings of the Board of Directors must be drawn up in accordance with the law. The minutes thus drawn up, signed by the Chairman of the meeting and by the secretary or notary public, must be transcribed in the book of meetings and resolutions of the Board of Directors.

 

21.6

The Managing Directors report to the Board of Directors, pursuant to article 2381, paragraph 5, of the Italian Civil Code, on the general performance of operations and on the outlook, as well as on the most significant transactions carried out by the Company and its subsidiaries at least every six months.

 

21.7	In relation to resolutions concerning transactions in which one or more directors have, on their own or on behalf of third parties, an interest, article 2391 of the Italian Civil Code applies.

 

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Article 22

Internal Committees

 

22.1	The Board of Directors may set up committees from among its members with investigative, consultative or propositional functions, establishing their purpose, composition and operating procedures.

Article 23

Composition of the Audit Committee - Appointment, Termination and Replacement of Members

 

23.1	The Audit Committee is composed by 3 (three) members, appointed by the Board of Directors.

 

23.2	The members of the Audit Committee shall remain in office for three financial years and may be re-elected.

 

23.3

The members of the Audit Committee must meet the independence requirements set forth in article 15.3 above and, if the ordinary shares are traded on the NYSE, the additional requirements of independence required by United States law and regulation of the NYSE applicable to the Company from time to time. In any case, members of the executive committee, where appointed, and the directors who have been granted delegated powers or special offices and who in any event perform, even de facto, functions relating to the management of the Company, of companies that control it or are controlled by it, cannot be members of the Audit Committee.

 

23.4	At least one member of the Audit Committee must be chosen from among those enrolled in the register of legal auditors.

 

23.5	If the ordinary shares are traded on the NYSE, the members of the Audit Committee must also possess the financial expertise provided for by United States regulations applicable from time to time.

 

23.6	The Audit Committee elects a Chairman from among its members.

 

23.7

In the event of death, resignation, revocation or lapse of a member of the Audit Committee, the Board of Directors shall promptly replace him/her by selecting him/her from among the other directors who meet the independence, professionalism and skills requirements set forth in the articles 23.3, 23.4 and 23.5 above. If it is not possible to replace a member of the Board of Directors, the Board of Directors shall promptly take action in accordance with article 16.14 above.

 

23.8

If one or more members of the Audit Committee lose the requisites of independence, professionalism and skills referred to in articles 23.3, 23.4 and 23.5 above, they shall be removed from office. In this case, where possible, the Board of Directors will replace the removed members by selecting replacement candidates among the other directors possessing the aforementioned independence, professionalism and skills requirements. Otherwise, article 16.14 above will apply.

Article 24

Functions and Powers of the Audit Committee

 

24.1

The Audit Committee (a) supervises the adequacy of the Company’s organizational structure, the internal control system and the administrative and accounting system, as well as its suitability to correctly represent management events, and (b) carries out the further tasks entrusted to it by the Board of Directors, with particular regard to maintaining relations with the person appointed to carry out the statutory audit of the accounts.

 

24.2	If the ordinary shares are traded on the NYSE, the Audit Committee also exercises the functions pertaining to the “Audit committee” pursuant to United States law applicable to the Company from time to time.

 

24.3	Articles 2404, paragraph 1, 3 and 4, 2405, paragraph 1, and 2408 of the Italian Civil Code shall apply to the Audit Committee, mutatis mutandis.

 

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Article 25

Meetings of the Audit Committee

 

25.1	The Audit Committee meets at least every 90 (ninety) days.

 

25.2	The meetings of the Audit Committee may also be held by means of distance communication, pursuant to the provisions of paragraph 21.2 above.

 

25.3	The Audit Committee is duly constituted with the presence of the majority of its members and resolves by an absolute majority of those present. Any member who intends to disagree with the adoption of a resolution has the right to have the reasons for their dissent recorded in the minutes.

 

25.4	Minutes of the meetings of the Audit Committee must be taken. The minutes thus drawn up, signed by those present, must be transcribed in the book of meetings of the Audit Committee.

Article 26

Legal Audit of the Accounts

 

26.1	The legal auditing of the accounts shall be carried out by persons who meet the requirements provided by the laws and regulations in force.

 

26.2	The appointment of a legal auditor shall be made, on the basis of a reasoned proposal of the Audit Committee, by the ordinary shareholders’ meeting, which will also determine the fee for the entire duration of the appointment and any criteria for adjusting the fee during the term of office.

 

26.3	The term of office of the legal auditor has the duration of 3 (three) financial years, expiring on the date of the shareholders’ meeting called to approve the financial statements for the third year of the term of office.

 

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TITLE V

FINANCIAL STATEMENTS – PROFITS AND DIVIDENDS

Article 27

Financial Statements

 

27.1	The financial year ends on 31 December of each year.

 

27.2	If the ordinary shares are traded on the NYSE, the Board of Directors prepares the additional periodic financial reports envisaged by United States law and makes them available to the public in the forms and within the times indicated by such legislation.

 

27.3

The financial statements must be submitted to the ordinary shareholders’ meeting for approval of the shareholders within 180 (one-hundred and eighty) days from the end of each financial year pursuant to article 2364, paragraph 2, of the Italian Civil Code, as long as the Company is required to draw up the consolidated financial statements or, in any case, when special requirements relating to the structure and purpose of the Company so require.

Article 28

Profits, Dividends and Other Distributions

 

28.1

The net profit reported in the duly approved financial statements, after deducing 5 (five) percent for the legal reserve, until this has reached one fifth of the share capital, shall be allocated to the shareholders by way of dividends or set aside as reserves, as resolved by the ordinary shareholders’ meeting.

 

28.2	If the legal requirements are met, the Board of Directors may, during the course of the financial year, approve the distribution of interim dividends to shareholders on the conditions and within the limits of article 2433-bis of the Italian Civil Code.

 

28.3

The ordinary or extraordinary shareholders’ meeting, depending on the competence, may at any time resolve to distribute to the shareholders the reserves resulting from the financial statements or formed by means of contributions by the shareholders, insofar as they are available according to applicable legislation, in cash or in kind, provided that the principle of equal treatment is ensured in every such case, as well as the assignment to the shareholders of shares, financial instruments or other rights vis-à-vis the Company.

 

28.4	The payment of dividends or interim dividends and the further distributions or allocations to shareholders is effected in accordance with the terms and procedures determined by the shareholders’ meeting or the Board of Directors according to competence.

 

28.5

If the ordinary shares are traded on the NYSE, the Board of Directors may set the date for the determination of the Beneficial Owners entitled to receive dividend payments, the other distributions or allotments due to the ordinary shares held by the Holder of Record. This date may be set at the same time as, before, or after, the date on which the resolution relating to the payment of dividends, to the distribution or assignment will be adopted by the shareholders’ meeting or by the Board of Directors.

 

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TITLE VI

DISSOLUTION AND LIQUIDATION - DISPUTES - FINAL PROVISIONS

Article 29

Dissolution and Liquidation

 

29.1	The Company is dissolved in the cases provided for by law.

 

29.2	In any case of dissolution of the Company, the extraordinary shareholders’ meeting determines the liquidation procedure and appoints one or more liquidators, establishing their powers and remuneration, in accordance with article 2487 of the Italian Civil Code.

Article 30

Disputes

 

30.1

Any disputes that may arise between the shareholders, between the shareholders and the Company, the directors and/or the liquidators, between the Company and the directors and /or the liquidators, or between the directors and/or the liquidators, arising out of or in connection with these Articles and, in general, any other relationship relating to the life of the Company and which are not, by mandatory rules, referred to another judge, shall be subject to the exclusive jurisdiction of the commercial section of the Court in whose district the Company has its registered office.

 

30.2

Without prejudice to the provisions of article 30.1 above, the disputes to which the Company, the directors and/or liquidators, the shareholders or other entities who have acted in the interest and on behalf of the Company are part of and which derive from, or are inherent to the provisions of the United States Securities Act of 1933 and/or of the United States Exchange Act of 1934, as amended over time, and the related implementing provisions, are subject, as permitted by applicable law, to the exclusive jurisdiction of the United States District Court for the Southern District of New York.

Article 31

Final Provisions

 

31.1	Unless otherwise specified, any reference to applicable law contained in these Articles of Association must be considered as a reference to Italian law and, where applicable, to United States law and market regulation applicable to the Company due to the listing of its ordinary shares on the NYSE.

 

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Exhibit 99.8

 

 

STEVANATO GROUP S.P.A.

PROPOSAL FOR APPOINTMENT OF THE EXTERNAL AUDITOR

PURSUANT TO ARTICLE 13 OF THE ITALIAN LEGISLATIVE DECREE NO. 39/2010

 

 

 

 

 

 

 

 

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		Stevanato Group S.p.A.   Proposal for Appointment Of the External Auditor

 

***

To the shareholders of STEVANATO GROUP S.P.A. (the “Company”), with legal seat at Piombino Dese (Pd), Italy, via Molinella, 17

WHEREAS:

●        Since July 16, 2021, the Company has been listed on the New York Stock Exchange (NYSE);

●        following the shareholders’ meeting for the approval of the financial statements as of 31/12/2022, the existing appointment for the external auditor pursuant to Article 2409-bis of the Italian Civil Code and Articles 13 et seq. of Legislative Decree no. 39 of 27 January 2010 will expire;

●        article 13, paragraph 1, of Legislative Decree No. 39 of 27 January 2010, textually provides that “... the shareholders’ meeting, upon motivated proposal of the control body, shall appoint the statutory auditing firm and determine the fee payable to the statutory auditor or the statutory auditing firm for the entire duration of the appointment and any criteria for adjusting such fee during the appointment”;

●        the Company intends to confer all statutory audit appointments related to the companies in the group to the Independent Auditors appointed to perform the Group’s statutory audit, allowing, on the one hand, greater effectiveness and efficiency in the performance of the audit activity as well as possible useful and profitable synergies and, on the other hand, also facilitating the assumption of responsibility over the entire Group, as provided for by current legislation on statutory audit.

CONSIDERED THAT:

●        through the Group Chief Financial Officer, appointed for this purpose by the Board of Directors, the Audit Committee of the Company received two separate offers for the purpose of the legal audit of the accounts for the financial years from 31/12/2023 to 31/12/2025, expiring on the date of the shareholders’ meeting called to approve the financial statements for the last financial year included in the assignment;

●        the offers have been released by:

 

Offer date		Offeror
First version November 23, 2022; Second version December 29, 2022		EY S.p.A., Via Meravigli, 12 – Milano (“EY”)
First version November 22, 2022; Second version December 27, 2022		PricewaterhouseCoopers S.p.A., Piazza Tre Torri 2—Milano (“PWC”)

 

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		Stevanato Group S.p.A.   Proposal for Appointment Of the External Auditor

 

●        both the companies are registered in the register pursuant to Article 7 of Legislative Decree No. 39 of 27 January 2010;

●        both the offers contain the explicit commitment of the proposing parties to verify the occurrence of the situations governed by Article 10 (“Independence and Objectivity”) of Legislative Decree No. 39 of 27 January 2010 and;

●        for the purposes of the verification and constant monitoring of the absence of conflict of interest that could jeopardize the appointment as statutory auditor both candidates have:

 

•

submitted the list of names of their partners/associates as well as the members of their own administrative body;

 

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invited the company conferring the audit engagement to promptly notify any change in the structure of its corporate structure and that of its subsidiaries, parent companies or jointly controlled companies.

●    For the financial years included in the assignment, the offers examined provide for the performance of the following activities:

 

•

For the consolidated financial statements, prepared in accordance with IFRS:

 

•

statutory audit pursuant to Article 14 of Legislative Decree No. 39 of 27 January 2010;

 

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quarterly review (without issuing an audit opinion thereon);

 

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review of the consolidated financial statements included in Form 20-F prepared in accordance with SEC regulations;

 

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For Italian companies in the group, Stevanato Group S.p.A., Nuova Ompi S.r.l. and Spami S.r.l.:

 

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statutory audit pursuant to Article 14 of Legislative Decree no. 39 of 27 January 2010 of the financial statements;

 

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verification, pursuant to Article 14, para. 1, letter b), of Legislative Decree No. 39 of 27 January 2010, of the proper keeping of the company accounts and the correct recording of operating events in the accounting records;

 

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activities preparatory to the signing of tax returns in accordance with Article 1, paragraph 5, of Presidential Decree No. 322 of 22 July 1998, n. 322;

 

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For the non-Italian companies in the Group, Stevanato Group International A.S., Medical Glass A.S., Ompi N.A S de RL de CV, Ompi Pharmaceutical Packing Technology Co Ltd, Ompi do Brasil Comercio de Embalagens Farmaceuticals LTDA, Balda Medical GmbH; Stevanato Group Denmark A/S (former SVM A/S), Balda C. Brewer Inc., Ompi of America Inc.,

 

•

mandatory audit, where required, of financial statements prepared in accordance with local regulations;

 

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audit (complete or limited to specific financial statement areas) of reporting packages prepared for the purpose of the opinion on the consolidated financial statements;

 

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		Stevanato Group S.p.A.   Proposal for Appointment Of the External Auditor

 

•

Internal control system, depending on the company’s status for Sarbanex-Oxley (SOX) purposes:

 

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SOX compliance review, for the sole purpose of issuing a report to the board, or

 

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Full integrated audit for SOX purposes, with integrated audit opinion issued

●        in accordance with Article 11 of Legislative Decree No. 39 of 27 January 2010, for the purposes of the performance of the statutory audit activities, the offers examined shall refer to the adoption of the International Standards on Auditing (ISA Italia) adopted by Determination of the State Accountant General of 23 December 2014. For the purposes of the performance of audit activities on the financial statements included in Form 20-F, the auditing standards issued by the PCAOB will be applied

●        from the offers examined the fees for each financial year included in the mandate - in addition to out-of-pocket and/or incidental expenses, contributions (Social Security Fund, Consob or other supervisory authorities where applicable) VAT and any adjustments based on the change in the ISTAT–the estimation is the following:

 

●        The findings of the bids listed above refer to the latest version received and refer to the possibility that the Group for the financial year 2023 would acquire the status of Large Accelerated Filer and therefore a full audit for SOX purposes becomes mandatory;

●        as a result of the analysis of the professional and organizational profiles carried out - specifically with regard to: i) audit plan and independence, ii) corporate/sector skills, iii) organizational structure, iv) structure and reputation on the market, v) fees - the audit committee prepared the following table summarizing the evaluation process of the candidatures which, with reference to each offer acquired by the Company, indicates the qualitative synthetic rating (‘qsr’, on the scale Insufficient/Sufficient/Good/Outstanding) of each area subject to evaluation and the overall evaluation of each candidate:

 

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		Stevanato Group S.p.A.   Proposal for Appointment Of the External Auditor

 

●        on the basis of the information acquired, there are no elements that could compromise the independence of the candidates nor the existence of grounds for conflict of interest on their part;

●        the scope of the engagement as defined in the bids examined for the legal audit of the accounts for the financial years 2023 to 2025 appears to be substantially homogeneous;

That being stated, the Audit Committee, as a result of the comparative assessment carried out both in qualitative and quantitative terms, for the purpose of formulating its opinion for the appointment of the independent auditors for the financial years 2023 to 2025, proposes to the shareholders’ meeting of STEVANATO GROUP S.P.A., via Molinella, 17 Piombino Dese (PD), subject to acceptance of the fees for the entire duration of the engagement together with the criteria for their adjustment during the term of office, that the engagement for the statutory audit of the accounts for the financial years from 2023 to 2025 be assigned to PricewaterhouseCoopers S.p.A., Piazza Tre Torri 2 Milan, in accordance with the last offer made by the same on 27/12/2022;

Whose fees, for Stevanato Group S.p.A. alone, amount to:

 

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For FY 2023 at euro 591,000.00 (for a total of 6,070 hours);

 

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For FY 2024, euro 595,000.00 (for a total of 6,070 hours);

 

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		Stevanato Group S.p.A.   Proposal for Appointment Of the External Auditor

 

∎

For FY 2025 at euro 621,000.00 (for a total of 5,510 hours).

●        The amounts indicated do not include VAT, out-of-pocket expenses and secretarial expenses, to be invoiced on the basis of the cost incurred within the limit of 5% of the fees (excluding travel and subsistence expenses incurred for site visits in Italy and abroad), nor the supervisory contribution in favor of Consob or other Supervisory Authority, which may be envisaged for such appointments following the entry into force of new regulatory provisions issued by the competent Authorities;

●        that the fees identified above shall relate to the engagement for (i) the audit of the statutory financial statements and the consolidated financial statements, (ii) attestation and reporting on the assessment performed by the Company’s management with regard to the effectiveness of the internal control system over financial reporting as per the Sarbanes-Oxley Act (404-b section), (iii) the verification that the company accounts are properly kept and (iv) the activities aimed at signing the Tax Returns for the company STEVANATO GROUP S.P.A. as well as the performance of the full review with materiality limit of the reporting packages, for the purposes of the consolidated financial statements for the company STEVANATO GROUP S.P.A, for the following companies: Balda C. Brewer Inc., Ompi of America;

●        that the auditor that the Shareholders’ Meeting will wish to identify, also and on the basis of this reasoned proposal, also take on the role of Group Auditor with the application of the fees as per the proposals received by the Audit Committee;

●        that in the event of PWC S.p.A. renouncing its appointment, in a subordinate manner, the Audit Committee proposes that the appointment for the legal audit of the accounts for the financial years from 2023 to 2025 be assigned to EY S.p.A.

Piombino Dese, April 4, 2023

Audit Committe

 

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