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6-K 1 d837505d6k.htm 6-K 6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2024

Commission File Number: 001-40618

Stevanato Group S.p.A.

(Translation of registrant’s name into English)

Via Molinella 17

35017 Piombino Dese – Padua

Italy

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒  Form 40-F ☐

 

 

 



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Stevanato Group S.p.A.
Date: May 14, 2024     By:  

/s/ Franco Moro

    Name:   Franco Moro
    Title:   Chief Executive Officer
EX-99.1 2 d837505dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

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Published on April 11, 2024

Convening Notice

to the Ordinary General Meeting of Shareholders

On May 22, 2024

Shareholders of Stevanato Group S.p.A. (“Stevanato” or the “Company”) are invited to attend the ordinary shareholders’ meeting (the “Shareholders’ Meeting”) which will be held - in compliance with Articles 10 and 11 of the Company’s bylaws (the “Bylaws”) - solely via teleconference, on May 22, 2024 at 4 p.m. CEST (10 a.m.- EDT), on single call, to discuss and resolve on the following

Agenda

 

1.

Approval of the financial statements for the financial year ended on December 31, 2023; presentation of the reports of the Board of Directors and of the external auditor PricewaterhouseCoopers S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2023; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2023; 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.

Appointment of the members of the Board of Directors for the period elapsing from the date of the Shareholders’ Meeting to the date of approval of the financial statements for the financial year ending on December 31, 2024; determination of the number of members of the Board of Directors; appointment of the Chairman of the Board of Directors; related resolutions.

 

4.

Compensation of the members of the Board of Directors and of the members of the Audit Committee; related resolutions.

 

5.

Adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements and 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; related resolutions.

 

6.

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

*   *   *

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:

 

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(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 26, 2024, 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.

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.

 

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(“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 17, 2024, 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 17, 2024, 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 21, 2024, at 4 p.m. EDT (10 p.m. CEST), 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.

Item 3 of the Agenda – Modalities for the submission of slates of candidate directors for the appointment of the Board of Directors

In relation to item no. 3 of the Agenda, please note that, pursuant to Article 16 of the Bylaws, the Shareholders’ Meeting shall appoint the members of the Company’s Board of Directors based on slates of candidate directors submitted by shareholders.

The right to submit a slate of candidate directors to the Shareholders’ Meeting for the appointment of the Board of Directors is reserved to Class A Shareholders, Registered Shareholders, and Beneficial Shareholders holding, individually or jointly with other shareholders submitting each slate, shares carrying at least 5 per cent of the total voting rights attached to all the shares issued by the Company (the “Qualified Shareholders”).

Pursuant to Article 7.6 of the Bylaws, Beneficial Shareholders may submit slates of candidate directors to the Shareholders’ Meeting through the Holder of Record (in which case the Holder of Record shall submit the slate to the Shareholders’ Meeting together with the relevant documentation on behalf of the Beneficial Shareholders) or based on a specific authorization and/or delegation from the Holder of Record (in which case the Beneficial Shareholders shall attach such authorization and/or delegation to the slate submitted to the Shareholders’ Meeting).

 

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Each slate of candidate directors submitted by Qualified Shareholders shall include a number of candidate directors ranging from 9 (nine) and 15 (fifteen). Candidate directors shall meet the eligibility and integrity requirements set forth by Article 2382 of the Italian Civil Code and possess adequate skills and expertise to perform the tasks entrusted upon them, as provided for by Article 15.3 of the Bylaws.

Each slate shall also include: (a) at least one third of the candidate directors, rounded up to the higher unit in case of fractional number, meeting the independence requirements provided for in Article 15.4 of the Bylaws (i.e., the independence requirements set forth in Article 2399 of the Italian Civil Code); (b) at least 3 (three) candidate directors meeting the independence and competence requirements provided for in Articles 23.3 and 23.5 of the Bylaws (i.e., the independence requirements set forth in article 2399 of the Italian Civil Code and the additional requirements of independence and financial expertise set forth in United States law and NYSE regulations applicable to the Company from time to time); and (c) at least 1 (one) candidate director meeting the additional professionalism requirement provided for in Article 23.4 of the Bylaws (i.e., enrollment in the Italian register of legal auditors).

Each candidate director may only be included in one slate, under penalty of ineligibility.

The following must be attached to each slate of candidate directors, under penalty of inadmissibility: (i) a curriculum vitae of each of the candidate directors; (ii) the statements by which each candidate director 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 of the Bylaws, the independence requirements provided for in Article 15.4 of the Bylaws, as well as the independence, expertise and competence requirements provided for by Articles 23.3, 23.4 and 23.5 of the Bylaws; (iii) an indication of the identity of the Class A Shareholders, Registered Shareholders or Beneficial Shareholders submitting the slates and the percentage of the Company’s voting rights pertaining to the shares held by them.

The slates of candidate directors submitted to the Shareholders’ Meeting must be signed by the Qualified Shareholders submitting them or, if legal persons, by their legal representatives or other attorneys.

Qualified Shareholders may submit slates of candidate directors for the appointment of the Board of Directors no later than April 23, 2024 (third day before the Record Date), at 11:59 p.m. CEST (17:59 p.m. EDT), by: (i) filing the above documentation at the Company’s registered office at Via Molinella, 17, Piombino Dese - Padova, Italy (for this purpose, please note that submission is permitted on days between Monday and Friday, from 9:00 a.m. CEST (3:00 a.m. EDT) to 5.00 p.m. CEST (11:00 a.m. EDT)); (ii) sending the above documents by mail or courier to the Company, at the address Via Molinella, 17, 35017, Piombino Dese - Padova, Italy, to the attention of the Legal Department; or (iii) sending the above documentation by certified electronic mail (PEC) to the address stevanatogroup@pec.stevanatogroup.com.

For the sake of completeness, please note that slates of candidate directors received by the Company after April 23, 2024, at 11:59 p.m. CEST (5:59 p.m. EDT), or by other means than those indicated above will be considered as not received.

Please also note that if no slate of candidate directors is submitted by Qualified Shareholders, directors will be appointed by the Shareholders’ Meeting with no application of the slate voting system.

IV. 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 2024: https://ir.stevanatogroup.com/shareholders-meetings?year=2024.

 

   

this Convening Notice;

 

   

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, 2023;

 

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Stevanato’s consolidated financial statements for the financial year ended on December 31, 2023;

 

   

Directors’ Report for the financial year ended on December 31, 2023;

 

   

Report of the external auditor PricewaterhouseCoopers S.p.A. on the Stevanato’s draft financial statements for the financial year ended on December 31, 2023;

 

   

Sustainability Report for the financial year ended on December 31, 2023;

 

   

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, 2023;

 

   

Substantiated proposal of the Audit Committee on the adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements and 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.

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   

 

 

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EX-99.2 3 d837505dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

Stevanato Group S.p.A.

Ordinary Shareholders’ Meeting

on May 22, 2024

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 meeting of the Company’s shareholders convened, on single call, on May 22, 2024, at 4:00 p.m. CEST (10:00 a.m. EDT), by notice published on April 11, 2024 (the “Convening Notice”), to discuss and resolve on the following agenda:

 

1.

Approval of the financial statements for the financial year ended on December 31, 2023; presentation of the reports of the Board of Directors and of the external auditor PricewaterhouseCoopers S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2023; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2023; 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.

Appointment of the members of the Board of Directors for the period elapsing from the date of the Shareholders’ Meeting to the date of approval of the financial statements for the financial year ending on December 31, 2024; determination of the number of members of the Board of Directors; appointment of the Chairman of the Board of Directors; related resolutions.

 

4.

Compensation of the members of the Board of Directors and of the members of the Audit Committee; related resolutions.

 

5.

Adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements and 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; related resolutions.

 

6.

Authorization for the purchase and disposal of ordinary and Class A treasury shares; 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. (the “Holder of Record”), being entitled to give voting instructions to Computershare S.p.A., 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, 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 PricewaterhouseCoopers S.p.A.

 

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(“PwC”) referred to below – to fully and effectively exercise the respective voting rights.

Please note that Stevanato’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.

*  *  *

 

1.

Approval of the financial statements for the financial year ended on December 31, 2023; presentation of the reports of the Board of Directors and of the external auditor PricewaterhouseCoopers S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2023; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2023; 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’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’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, 2023, approved by the Board of Directors on April 10, 2024, which show net profits amounting to Euro 35,343,941.00.

Moreover, in compliance with the applicable Italian law provisions, we present to Stevanato’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, individually and through its controlled companies, in the financial year ended on December 31, 2023:

 

-

Stevanato’s consolidated financial statements for the financial year ended on December 31, 2023, approved by the Board of Directors on April 10, 2024;

 

-

Sustainability Report for the financial year ended on December 31, 2023, approved by the Board of Directors on April 10, 2024;

 

-

Directors’ Report for the financial year ended on December 31, 2023, approved by the Board of Directors on April 10, 2024; and

 

-

Report of the external auditor, to be issued by PwC by April 26, 2024 (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’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, 2023, approved by the Audit Committee on April 9, 2024;

 

-

Report of the Compensation Committee for the financial year ended on December 31, 2023, approved by the Compensation Committee on April 4, 2024;

 

-

Report of the Nominating and Corporate Governance Committee for the financial year ended on December 31, 2023, approved by the Nominating and Corporate Governance Committee on April 5, 2024.

 

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Stevanato’s draft financial statements for the financial year ended on December 31, 2023, together with the other above mentioned documents, will be made available 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 2024, at the address https://ir.stevanatogroup.com/shareholders-meetings?year=2024, in accordance with applicable legal provisions (and, in any case, by the Record Date of April 26, 2024).

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

“The Shareholders’ Meeting

 

-

having examined Stevanato’s financial statements for the financial year ended on December 31, 2023, in the draft presented by the Board of Directors, which show net profits amounting to Euro 35,343,941.00;

 

-

having examined the Directors’ Report;

 

-

having examined the Report of the external auditor PricewaterhouseCoopers S.p.A.;

 

-

having examined Stevanato’s consolidated financial statements for the financial year ended on December 31, 2023;

 

-

having examined Stevanato’s Sustainability Report for the financial year ended on December 31, 2023;

 

-

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

resolves

 

1.

to approve Stevanato’s financial statements for the financial year ended on December 31, 2023, which report net profits amounting to Euro 35,343,941.00;

 

2.

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

 

3.

to acknowledge Stevanato’s consolidated financial statements for the financial year ended on December 31, 2023 presented by the Board of Directors;

 

4.

to acknowledge Stevanato’s Sustainability Report for the financial year ended on December 31, 2023 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’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, 2023, within the applicable limitations of law.

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, 2023, the Company’s operations resulted in net profits of Euro 35,343,941.00.

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

 

-

earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting from the Company’s financial statements for the financial year ended on December 31, 2023, corresponding to a gross dividend in cash of Euro 0.053 for each outstanding Class A and ordinary share of the Company, net

 

3


 

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 Company’s financial statements for the financial year ended on December 31, 2023, to the reserve named “extraordinary reserve”.

Therefore, assuming that the Company continues to hold the current number of 30,073,093 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 14,456,748.48.

In such connection, based on the resolution of the Board of Directors of April 10, 2024, and pursuant to Article 28.4 of the By-laws, we propose to set on June 4, 2024, 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 3, 2024 (Ex-Date), whereas it is expected that the dividends will be paid to the holders of Class A and ordinary shares as from July 15, 2024 (Payment Date).

Dividends will be paid to registered holders and beneficial holders of ordinary shares 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 22, 2024.

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

“The Shareholders’ Meeting

resolves

 

1.

to earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting from the Company’s financial statements for the financial year ended on December 31, 2023, corresponding to a gross dividend in cash of Euro 0.053 (zero point zero fifty-three) 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;

 

2.

to earmark the residual amount of the Company’s net profits, as resulting from the Company’s financial statements for the financial year ended on December 31, 2023, to the reserve named “extraordinary reserve”;

 

3.

to set 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 aforementioned dividends on June 4, 2024 (Dividend Record Date), with the ex-dividend date (Ex-Date) falling on June 3, 2024;

 

4.

to set the date for payment of the dividends, before withholding tax, if any, in execution of the resolutions no. 1 and 3 above, as from July 15, 2024 (Payment Date);

 

5.

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 22, 2024;

 

6.

to grant mandate to the Board of Directors and, on behalf of the latter, severally, to each of its members to carry out all the activities related, consequent to or connected with the implementation of the resolutions no. 4 and 5 above”.

 

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3.

Appointment of the members of the Board of Directors for the period elapsing from the date of the Shareholders’ Meeting to the date of approval of the financial statements for the financial year ending on December 31, 2024; determination of the number of members of the Board of Directors; appointment of the Chairman of the Board of Directors; related resolutions.

As provided for under Italian law and the By-laws, at the Shareholders’ Meeting, Stevanato’s shareholders shall appoint the members of the Company’s Board of Directors and determine their number and term of office.

Pursuant to Article 15 of the By-Laws, the Board of Directors is composed of a number of members ranging from a minimum of 9 and a maximum of 15. Directors shall remain in office for a period not exceeding three financial years and their term of office shall expire on the date of the shareholders’ meeting convened to approve the financial statements for the last financial year of their office.

Directors shall meet eligibility and integrity requirements set forth in Article 2382 of the Italian Civil Code and possess the skills and expertise to perform the tasks entrusted to them. Furthermore, one third of the members of the Board of Directors, rounded up to the higher unit in case of fractional number, must possess the independence requirements set forth in Article 2399 of the Italian Civil Code.

Pursuant to Article 23 of the By-laws, members of the Audit Committee must meet the independence requirements set forth in Article 2399 of the Italian Civil Code and the additional requirements of independence and financial expertise set forth in US laws and New York Stock Exchange (“NYSE”) regulations applicable to the Company. At least one member of the Audit Committee must be enrolled in the Italian register of legal auditors.

In light of the above, in consideration of the common practice of companies listed on the NYSE, the Board of Directors deemed it appropriate to propose to the shareholders to appoint the new members of the Board of Directors for the period of one financial year, i.e. for the period elapsing from the date of the Shareholders’ Meeting to the date of approval of the Company’s financial statements for the financial year ending on December 31, 2024.

In any event, at the Shareholders’ Meeting, Class A Shareholders and Registered Shareholders shall have the right to propose the appointment of the members of the Board of Directors for the period of two or three financial years and vote accordingly.

Pursuant to Article 16 of the By-laws, the Shareholders’ Meeting shall appoint the members of the Board of Directors on the basis of slates of candidates submitted by shareholders.

The right to submit a slate of candidate directors to the Shareholders’ Meeting for the appointment of the Board of Directors is reserved to shareholders holding, individually or jointly with other shareholders submitting each slate, shares carrying at least 5 per cent of the total voting rights attached to all the shares issued by the Company.

Pursuant to Article 7.6 of the By-laws, Beneficial Shareholders may submit slates of candidate directors to the Shareholders’ Meeting through the Holder of Record (in which case the Holder of Record shall submit the slate to the Shareholders’ Meeting together with the relevant documentation on behalf of the Beneficial Shareholders) or based on a specific authorization and/or delegation from the Holder of Record (in which case the Beneficial Shareholders shall attach such authorization and/or delegation to the slate submitted to the Shareholders’ Meeting).

Contents and modalities for submission of slates of candidate directors are set out in the Convening Notice.

Following the deadline for submission of slates of candidate directors for the appointment of the Board of Directors as of April 23, 2024 and, in any case, by the Record Date of April 26, 2024, all the slates submitted by the shareholders in compliance with Article 16 of the By-laws and the provisions of the Convening Notice will be made available to the shareholders on the Company’s website, section Corporate Governance – Shareholders’ Meeting 2024 at the address https://ir.stevanatogroup.com/shareholders-meetings?year=2024.

 

5


At the Shareholders’ Meeting, each shareholder shall have the right to vote for one of the slates of candidate directors submitted by the shareholders in compliance with Article 16 of the By-laws and the provisions of the Convening Notice.

Upon completion of the voting process, all candidate directors indicated in the slate obtaining the highest number of votes will be elected to the Board of Directors. In case more slates obtain the same number of votes, a new vote on the slates obtaining the same number of votes will be held at the Shareholders’ Meeting.

The number of members of the Board of Directors shall be determined in the same number of candidates indicated in the slate of candidate directors that will obtain the highest number of votes.

If, upon completion of the voting process, one or more candidate directors who do not meet the eligibility and integrity requirements set forth in Article 15.3 of the By-laws are elected as directors, such candidates will be excluded.

Moreover, if, upon completion of the voting process, a number of candidate directors meeting the independence requirements set forth in Article 15.4 of the By-laws and/or the independence, professionalism and competence requirements set forth in Articles 23.3, 23.4 and 23.5 of the By-laws that are at least equal to the minimum number provided for in said Articles are not elected to the Board of Directors, the candidates who do not comply with said requirements and are indicated as last in the slates from which they are taken will be excluded.

In the event (a) no slates of candidate directors are submitted by the shareholders to the Shareholders’ Meeting, (b) only one slate of candidate directors is submitted and such slate does not obtain the relative majority of votes, (c) the number of directors elected on the basis of the slates submitted by the shareholders, also due to subsequent exclusions, is less than 9, directors will be appointed by the Shareholders’ Meeting without applying the slate voting mechanism, without prejudice to the obligation to ensure the correct composition of the Board of Directors pursuant to the Article 15 of the By-laws and of the Audit Committee pursuant to Article 23 of the By-laws.

Pursuant to Article 17.3 of the By-laws, at the Shareholders’ Meeting, shareholders may also appoint the Chairman of the Board of Directors from among the directors elected as indicated above, provided that, unless so appointed, the Chairman of the Board of Directors shall be appointed by the members of the Board of Directors.

Therefore, shareholders submitting a slate of candidate directors for the appointment of the Board of Directors shall have also the right to propose to appoint one of the candidate directors indicated therein as Chairman of the Board of Directors. In this case, shareholders voting for the slate will be voting also for the appointment of the candidate director indicated therein as Chairman of the Board of Directors.

In any event, at the Shareholders’ Meeting, Class A Shareholders and Registered Shareholders shall have the right to propose the appointment of the Chairman of the Board of Directors from among the directors being elected and vote accordingly.

4. Compensation of the members of the Board of Directors and of the members of the Audit Committee; related resolutions.

Pursuant to Italian law and Article 19 of the Company’s By-laws, Stevanato’s shareholders shall establish the compensation of the directors to be appointed by the Shareholders’ Meeting for their office as members of the Board of Directors and/or members of the Audit Committee.

It should be noted that, without prejudice to the remuneration that will be established by the Shareholders’ Meeting, the Board of Directors may provide an additional compensation for 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.

 

6


Alternatively, shareholders may determine an aggregate amount for the compensation of all directors, including those entrusted with 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.

Therefore, at the Shareholders’ Meeting, following appointment of the members of the Board of Directors for the period elapsing from the date of the Shareholders’ Meeting to the date of approval of the Company’s financial statements for the financial year ending on December 31, 2024, Stevanato’s shareholders shall establish the compensation of the Company’s directors for their office as members of the Board of Directors and/or members of the Audit Committee, for the entire term of office.

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, determined – consistently with the Company’s past practice – 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 Company’s financial statements for the financial year ending on December 31, 2024, 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% 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% 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 Company’s financial statements for the financial year ending on December 31, 2024 or, 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 Company’s financial statements for the financial year ending on December 31, 2024, 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 6 of this Explanatory Report.

As to Mr. Franco Moro, since his current remuneration package as manager 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.

Moreover, upon recommendation of the Compensation Committee, we propose to the shareholders to grant to the directors that will be appointed by the Board of Directors, following the Shareholders’ Meeting, as members of the Audit Committee, pursuant to Article 19.4 of the Company’s By-laws, an additional compensation in the gross total amount of Euro 25,000.00 for the Chairman of the Audit Committee and of Euro 15,000.00 for each other member of the Audit Committee, to be paid in twelve equal monthly instalments.

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

 

7


“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, 2024, a gross total compensation of Euro 148,000.00, to be paid as follows:

 

  -

as to the gross amount of Euro 74,000.00 (seventy-four thousand/00) (i.e., 50% of the total proposed compensation), in cash, in twelve equal monthly instalments;

 

  -

as to the residual gross amount of Euro 74,000.00 (seventy-four thousand/00) (i.e., 50% 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 Company’s financial statements for the financial year ending on December 31, 2024) 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 Company’s financial statements for the financial year ending on December 31, 2024, 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 6 of the Agenda;

 

2.

to grant to the directors that will be appointed by the Board of Directors as members of the Audit Committee, pursuant to Article 19.4 of the Company’s By-laws, an additional compensation in the gross total amount of Euro 25,000.00 (twenty five thousand/00) for the Chairman of the Audit Committee and of Euro 15,000.00 (fifteen thousand/00) for each other member of the Audit Committee, to be paid in twelve equal monthly instalments”.

 

5.

Adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements and 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; related resolutions.

Stevanato is required to appoint an external auditor to carry out the various tasks and activities provided for by Italian and US laws and regulations for a period of three financial years.

These tasks and activities 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 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 and of the Italian companies controlled by Stevanato; (iv) verification of the proper keeping of the company accounts and the correct recording of operating events in the accounting records of Stevanato and of its Italian controlled companies; (v) auditing of the financial statements of the non-Italian companies controlled by Stevanato prepared in accordance with local regulations, when required; (vi) auditing of the reporting packages prepared for the purpose of the opinion on the Company’s 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.

 

8


Currently, the above tasks and activities are carried out by PwC and other audit firms within PwC’s international network, based on separate appointments made by Stevanato and other relevant Stevanato’s subsidiaries (Stevanato and its subsidiaries, jointly, the “Stevanato Group”).

As regards Stevanato, on May 24, 2023, the shareholders’ meeting of the Company appointed PwC as Company’s external auditor for the auditing of the Company’s financial statements and consolidated financial statements, and the performance of the further tasks and activities relevant to Stevanato 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, at the terms and conditions of the offer submitted by PwC on February 7, 2023.

In particular, the mentioned offer envisaged 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.

Such compensation covers the auditing and verification activities that PwC is required to carry out, pursuant to Sec. 404 of the Sarbanes-Oxley Act, on the internal controls over the financial reporting process for the consolidated financial statements with respect to different companies belonging to the Stevanato Group.

Subsequently, it seemed to be more appropriate, on grounds of relevance and in light of the companies within PwC’s network that actually carry out the above auditing and verification activities, that part of such costs are borne by the Stevanato’s subsidiaries to which they relate, instead of by Stevanato, without prejudice to the scope of the overall audit activities carried out to the benefit of the Stevanato Group.

To this end, on December 11, 2023, PwC submitted an offer to the Company to amend the terms and conditions of the current audit appointment (the “PwC Updated Offer”).

In particular, the PwC Updated Offer envisaged an annual compensation amounting, as far as the Company alone is concerned and as a result of the different allocation of costs mentioned above, to: Euro for 538,000.00 the financial year 2023; Euro 437,000.00 for the financial year 2024; and Euro 383,000.00 for the financial year 2025, plus any applicable VAT and expenses.

On April 9, 2024, the Audit Committee issued a favorable opinion on the PwC Updated Offer and the consequent amendment of the economic terms and conditions of the current audit appointment in the terms stated therein.

More details on tasks and activities to be performed by the external auditor, on the terms and conditions of the PwC Updated Offer, as well as on the 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 2024 at the address https://ir.stevanatogroup.com/shareholders-meetings?year=2024.

Based on the above, Stevanato’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;

 

-

based on the offer presented by PricewaterhouseCoopers S.p.A on December 11, 2023 amending the offer submitted by PricewaterhouseCoopers S.p.A. on February 7, 2023, and on the substantiated proposal presented by the Audit Committee;

resolves

 

9


1.

to amend the terms and conditions of the appointment granted to PricewaterhouseCoopers S.p.A. by resolution of the shareholders’ meeting of the Company on May 24, 2023, for the auditing of the Company’s financial statements and consolidated financial statements, as well as 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 2023, 2024 and 2025, as provided for by the offer submitted by PricewaterhouseCoopers S.p.A. on December 11, 2023 and summarized above; and

 

2.

to adjust the annual compensation granted to PricewaterhouseCoopers S.p.A. by resolution of the shareholders’ meeting of the Company on May 24, 2023, by granting to PricewaterhouseCoopers S.p.A., in consideration for the performance of the activities indicated above, an overall compensation amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus any applicable VAT and expenses, as further detailed in the offer submitted by PricewaterhouseCoopers S.p.A. on December 11, 2023 and summarized above”.

 

6.

Authorization for the purchase and 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’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 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 Company’s 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’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 value attributed to the 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 reserves 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 May 24, 2023, the Board of Directors was authorized, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, for the period elapsing from the date of that shareholder meeting to the date of the shareholders meeting approving the Company’s financial statements for the financial year ending on December 31, 2023, to:

 

-

purchase up to a maximum number of Class A and ordinary shares equal to one per cent (1%) of the shares into which Stevanato’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 ten per cent (10%) 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

 

10


-

dispose of a maximum number of 1.000.000 Class A 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 holds in treasury no. 30,073,093 Class A shares, equal to approximately 9.93 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’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 same terms and conditions set forth by the shareholders’ meeting of May 24, 2023, for another period of one financial year.

Therefore, we submit to the Shareholders’ Meeting the request to authorize the Board of Directors, for the period elapsing from the date of the Shareholders’ Meeting to the date of the shareholders’ meeting approving the Company’s financial statements for the financial year ending on December 31, 2024, to:

 

-

purchase, within the time period referred to above, up to a maximum number of Class A and ordinary shares equal to one per cent (1%) of the shares into which Stevanato’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 ten per cent (10%) 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, within the time period referred to above, of a maximum number of 1,000,000 Class A 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 purpose 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. 2023 - 2027” and of the “Performance Stock Grant Plan Stevanato Group S.p.A. 2023 - 2027” approved by the Board of 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 its financial statements a negative reserve for an amount equal to the value attributed to the 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.

 

11


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

“The Shareholders’ Meeting

 

-

having examined the proposal presented by the Board of Directors under point 6 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, 2024, for the purposes referred to under point 6 of the Explanatory Report, to:

 

  -

purchase up to a maximum number of Class A and ordinary shares equal to 1% (one per cent) of the shares into which Stevanato’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 ten per cent (10%) 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 (one million) Class A 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 powers 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”.

*  *  *

Piombino Dese, April 10, 2024

 

   The Executive Chairman of the Board of Directors
   Franco Stevanato

 

12

EX-99.3 4 d837505dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

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SUSTAINABILITY REPORT 2023


LOGO

Table of contents Letter to Stakeholders IV 1 Methodological note V STEVANATO GROUP 6 1.1 At a Glance 6 1.2 Organizational details 7 1.3 Mission, Vision and Values 10 1.4 The company structure and main corporate functions 11 1.5 2 Ethics, integrity and compliance 12 SUSTAINABILITY 13 2.1 Approach to sustainability 13 2.2 Certifications and awards 15 2.3 3 Participation in organizations and associations 16 ECONOMIC VALUE CREATION 17 3.1 4 Stakeholder value creation 17 INNOVATION AND PRODUCT RESPONSIBILITY 18 4.1 Stevanato Group products, technologies and services 18 4.1.1 Biopharmaceutical and Diagnostic solutions 19 4.1.2 Engineering 21 4.2 Research & Development and innovation 21 4.2.1 R&D for Drug Containment Solutions (DCS) 22 4.2.2 R&D for Drug Delivery Systems (DDS) 22 4.2.3 R&D for Engineering 23 4.2.4 Analytical Services 25 4.3 Product quality and responsibility 26 II |


LOGO

5 HUMAN CAPITAL 27 5.1 Stevanato Group’s human resources 27 5.2 Employee management and development 29 5.3 6 Occupational Health & Safety 31 SUPPLY CHAIN AND PROCUREMENT 33 6.1 7 Responsible Supply Chain & procurement 33 ENVIRONMENT 35 7.1 Stevanato Group’s commitment to the environment 35 7.2 Energy consumption and GHG emissions 35 7.3 Water management 37 7.4 8 Waste management 39 LOCAL COMMUNITIES 40 8.1 Local communities engagement 40 Annex 41 GRI content index 44 Independent Audit Report 48 III |


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Letter to Stakeholders At Stevanato Group, we are part of over a 70-year history delivering exceptional performance to meet market and customer needs, thanks to our unique value proposition of integrating our core competencies across our business lines. The passion and commitment of all of us led our Group to become a leading provider of mission-critical containment, delivery, and diagnostic solutions for the pharmaceutical, biotechnology, and life sciences industries. The delivery of innovation and value has always characterized our Group, since its establishment and we embed science and technology in what we do every day to bring life-changing medicines to patients. Our goal is to be the global partner of choice to biopharma customers for the full spectrum of end-to-end solutions, from drug development through life-cycle management. Our commitment is to cooperate deeply with our partners all over the world, providing our extensive know-how, resources and enthusiasm to achieve the most successful result possibile for the customer in everything we do. We want to create a reliable ecosystem to empower our customers and their ability to produce safe, easy-to-use and cost-effective treatments to improve patients’ lives. We strive to support our stakeholders and we are committed to embedding sustainability in our strategic plan, policies and practices. We’re committed to a more sustainable and equitable future for our employees, customers, and communities which we serve. To accomplish this, we’ve developed a sustainability strategy structured in three pillars: • Sustainable processes and products, to minimize any potential negative environmental impact; • Sustainable value chain, to collaborate with partners on improving societal and environmental impacts: • People and governance, to establish and maintain a sustainable and transparent corporate model. The main 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. Hence, we are pleased to share our third Sustainability Report on a voluntary basis. This report reaffirms our dedication to ethical and environmentally conscious business practices while summarizing some of the actions being undertaken to address current environmental, social, and economic challenges. In 2023, we stepped forward and progressed in our regenerative business innovation journey. In particular, with regard to environmental efforts, we advanced in developing our plan to reduce GHG emissions of our business in line with Science Based Targets and we have begun to execute this plan through efficiency-related initiatives and sourcing of renewables-based electricity. In addition, we improved our waste management practices with an increase in the amount of waste recovered and diverted from landfill. We aim to foster a culture that values Diversity, Equity & Inclusion with attitudes and behaviors which characterize us and the path we are undergoing. Thus, we confirmed our commitment for a diverse workplace with our Gender Balance program on females holding senior positions. Finally, with reference to the Governance area, we continue to strengthen our policies and procedures system. In 2023, we started activities to update our Whistleblowing system and procedure according to EU Directive 2019/1937 and we reinforced our disclosures on GRI Reporting and Rating & Indexes. This aim of these activities are to improve and to maintain a sustainable corporate model. With regard to Rating, we significantly improved our disclosure in Carbon Disclosure Project (CDP) with extension at Group level for wider transparency and, in addition, we achieved “Management level”, above the relevant benchmark. This is an achievement for the Group that values the work done and paves the way for future steps. We confirm 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 will continue to work to improve processes, to innovate on technologies, to eco-design products and packaging, while considering our Values and Guiding Principles as cornerstone of harmonious interactions at Stevanato Group and the roots of our leadership in excellence. Therefore, we keep on pursuing this important journey with confidence and determination towards an increasingly sustainable and responsible future. Franco Stevanato Franco Moro Executive Chairman Chief Executive Officer Stevanato Group S.p.A. Stevanato Group S.p.A. Via Molinella 17, 35017 Via Molinella 17, 35017 Piombino Dese · Padova · Italy Piombino Dese · Padova · Italy


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Methodological note Sustainability Report clearly outlines Stevanato Group’s environmental, social and economic achievements in a transparent and structured manner for the 2023 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 in the 2023 financial year. This document represents the Sustainability Report of the companies belonging to Stevanato Group S.p.A. 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 2023 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, such as Perugini S.r.l. which was acquired in late 2023, or plants that are not operational, have not been included in the Environmental, Health & Safety data due to the limitation of scope2. Stevanato Group has reported sustainability information with reference to the GRI Standards 2021. For more details on Global Reporting Initiative (GRI) Standards, please see section “GRI Content Index”. The contents of the Sustainability Report were selected based on the results of a materiality analysis that was revised in 2023. The Materiality Analysis 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 was 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 from both the Group’s IT system and the sustainability reporting package. To properly manage the reporting process, a Sustainability Reporting Procedure was set up in 2021 and updated in 2023, in line with the GRI Standards 2021, which illustrates how to prepare the Group’s Sustainability Report, including the 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 2023 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 10, 2024, and published in June 2024. 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 PricewaterhouseCoopers S.p.A as external auditor. Stevanato Group commissioned the external auditor to provide a limited assurance report “limited assurance engagement” in accordance with the criteria indicated by the ISAE 3000 Revised Standard, which is attached at the end of this document. It contains a description of what has been assured and on what basis, including the assurance standard used, the level of assurance obtained, any limitations 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 About the scope of consolidation as of December 31, 2023: • On December 31, 2022, the respective extraordinary shareholders’ meetings of Innoscan A/S and SVM Automatik A/S approved the merger of Innoscan A/S into SVM Automatik A/S. The transaction was effective for accounting purposes at January 1, 2022. In February 2023, the surviving company SVM Automatik A/S changed its corporate name to Stevanato Group Denmark A/S. • On November 8, 2023, the subsidiary Spami S.r.l. acquired all of the business operations of Perugini S.r.l., an Italian company specialized in the manufacturing of consumables and mechanical components for industrial machines. ² Not included: Stevanato Group International a.s., Ompi of America Inc, Ompi of Japan Co., Ltd., Medirio SA, Perugini S.r.l.,Stevanato Group N. A. S de RL de CV, and the Cisterna plant (under construction). V |


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Sustainability Report—2023 Stevanato 1 Group 1.1 At a Glance 468,432.2 GJ OF 9,691 TONS OF WASTE ELECTRICITY CONSUMPTION INCLUDING INCLUDING PRODUCT 12% FROM RENEWABLE SOURCES 88% OF RECOVERED WASTE & PROCESS ECODESIGN 7 DIFFERENT ISO CERTIFICATIONS OF SUSTAINABLE PRODUCTS ISCC+ CERTIFICATION CHAIN 55.5/100 OVERALL ECOVADIS SCORE OF RATED SUPPLIERS VALUE 5,626 EMPLOYEES 22.4% OF FEMALE IN THE WORLD DIRECTORS AND MANAGERS³ 193+ THOUSANDS OF TRAINING HOURS IN 2023 WITH AN INCREASE OF 25% IN COMPARISON TO PREVIOUS YEAR INITIATIVES TO PROMOTE HEALTH AND SAFETY AT A GLOBAL LEVEL ESG CODE OF ETHICS AND COMMITTEE AND ETHICAL CONDUCT-RELATED PEOPLE AT THE BOARD LEVEL POLICIES €1,1 Billion 16 WORLDWIDE TOTAL VALUE GENERATED IN 2023 PRODUCTION PLANTS 79% OF GENERATED VALUE APPROXIMATELY 70 COUNTRIES DISTRIBUTED SERVED OVER 70 YEARS OF HISTORY, GLOBAL PARTNER OF CHOICE TO BIOPHARMA CUSTOMERS Stevanato Group 6 |


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Sustainability Report—2023 1.2 Stevanato Group S.p.A., an Italian multinational company, is a leading global supplier of drug containment, delivery and diagnostic solutions to the pharmaceutical, biotechnology and life sciences industries. Organizational details Headquartered in Piombino Dese (Padua, Italy), Stevanato Group is a joint stock company. For further information about the Stevanato Group’s ownership structure, see item 7.A. “Major Shareholders” in the 2023 Annual 20F Filing. 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. SYSTEMS PROCESSES SERVICES DrugSolutions Containment In-Medical Vitro Diagnostics Solutions and & Technologies Manufacturing & Analytical Regulatory Services Support & Drug Delivery Systems Equipment Presterilized Containment PoCT Device Development Sub & Final Assembly, Analytical Testing & Solutions (EZ-fill®) and and Manufacturing & Automation & Packaging Regulatory Support Complete Portfolio with Proprietary Devices and Solutions, Visual Diffrent Performance CMO/CDMO Business Inspection, Glass Levels (Nexa® and Alba®) Converting Unique combination of integrated capabilities addresses pharmaceutical customer needs through developmental, clinical and commercial phases    Reduced Time Reduced Supply Reduced Total Cost Consistent Quality to Market Chain Risk of Ownership One of Stevanato Group’s main priorities 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 and supply chain risk. Stevanato Group aims to achieve 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. The chart below illustrates the Group’s presence across the pharmaceutical chain. Stevanato Group’s impacts along the value chain are those activities marked with the symbol “ ” Stevanato Group 7 |


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Sustainability Report—2023 STEVANATO GROUP’S ROLE ALONG THE PHARMA VALUE CHAIN DRUG SUBSTANCE DRUG PRODUCT API Drug Finished Manufacturing Formulation Product Device & Container Device & Container Drug Concept, Design & Testing Manufacturing Discovery Fill & Finish Automated Packaging Marketing & Line Machinery and Equipment Visual & Assembly Distribution Development and Manufacturing Inspection 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” and section b. “Business Overview” in the 2023 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. DIRECT MARKETS Business Segment Biopharmaceutical and Diagnostic Solutions Engineering Drug Drug In-Vitro Direct Market Containment Delivery Diagnostic Engineering Solutions Systems Solutions End Market Small Molecules Molecular Biologics Vaccines Insulin Other & Generics Diagnostics Stevanato Group operates in the following segments: Biopharmaceutical and Diagnostic Solutions Segment Drug Solutions Containment Delivery Drug Systems Solutions IVD Analytical Services Platforms for Platforms for Auto- Pen Medical IVD Syringes Vials Injectors Injectors Solutions Consumables • Primary Container Compatibility and Functionality with Drug Product • Container Closure Integrity • Medical Devices/Combination Products Platforms for On-body CMO/CMDO Point-of-Care • Developmental (non-GMP) Fill & Cartridges Delivery Capabilities Devices Finish services Systems • Consultancy (Regulatory, Compliance Support, Test Method Development and Transfer) Offering Proprietary “High-Value Solutions” Across Business Lines Stevanato Group 8 |


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Sustainability Report—2023 Engineering Segment    Assembly Visual Packaging & Glass After-sales Inspection Serialization Converting • Sub-assembly and • Semi-automatic and • Single Point of • Fully Automated • Advanced After-sales Final Assembly for Automatic Inspection Contact for Packaging High-speed Precision Services Drug Delivery Devices, Machines Processes Glass Converting Lines • Global Service Based Medtech and IVD • Diversified Portfolio • Range of Formats, • Extensive Dimensional on Technical Expertise • Highly Automated • Artificial Intelligence Reproducible Settings and Cosmetic Inline and Interactive Tools Modular Platforms Platform for • Traceability with Controls Automated Visual Serialization Inspection Highly Automated and Advanced Equipment for both in-house Use and Sale to Customers The Group is a global company with locations in many countries and continents: US • Boston (MA) • Ontario (CA) • Fishers (IN) • Newtown (PA) MEXICO • Monterrey BRAZIL • Sete Lagoas DENMARK • Brabrand • Silkeborg GERMANY • Bad Oeynhausen SLOVAKIA JAPAN • Bratislava • Nagoya ITALY • Piombino Dese (HQ) CHINA • Latina • Zhangjiagang • Bologna • Milan Commercial DCS and DOS Engineering Analytical Services Office Production Plant R&D 16 Sites 3 Sites Investments underway In 9 countries for a global reach with investments underway Source: Stevanato Group Internal Data Stevanato Group’s global presence, detailed overview of the countries together with proprietary, standardized in which the Group’s subsidiaries manufacturing systems and processes, operate, see the section “Scope of allow the Group to provide consistent consolidation” in the 2023 Annual product and service standards to 20F Filing. To read our story, visit its customers in approximately 70 Stevanato’s corporate website: Our countries around the world. For a more Heritage—Stevanato Group. Stevanato Group 9 |


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Sustainability Report—2023 Mission, Vision and Values 1.3 Stevanato Group’s Mission, Vision 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 others to ensure harmonious interaction. Together, they provide the foundation for leadership rooted in excellence. Listen and Trust and respect Be Be ethical communicate with Deliver everyone accountable always transparency results and honesty GUIDING PRINCIPLES The adoption of the guiding principles leads the Group towards achieving its Mission.    Will to win Competence, Consistency, Don’t be well, have a experience and execution and Humility standard big goal preparation decision-making 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 knows that our role as a leader in the pharmaceutical industry includes the responsibility to implement sustainable and socially-responsible practices in the places where we live and work. Stevanato Group 10 | 


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1.4 Sustainability Report—2023 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 2023 Annual 20F Filing. Stevanato Group has adopted a corporate governance standard that sets the rules BOARD OF DIRECTORS AT 12.31.2023 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 Board, leading to more objectivity ROLE and independence, and an executive team with a proven track record of operational excellence. With regard to the composition of the Board of Directors, it is important to note that seven members are independent directors. As of December 31, 2023, the Board of Directors was composed as follows: 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 As of December 31, 2023, all members of the Board of Directors were over 50 years of age, of which 92% male and 8% female. Stevanato Group S.p.A. adopted a one-tier corporate governance system, which includes 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 is a total of five 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 there are the following four committees: the Nominating and Corporate Governance Committee, the Business & Strategy Committee, the Compensation Committee and the ESG Committee. 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 is 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 Company’s 2023 Annual 20F Filing. The Company’s main corporate and business functions represent a significant investment for the Stevanato Group and are essential to its operations and strategy. The purpose of the Group is to create long-term value through three regions, EMEA, APAC and the Americas, to be closer to the customers and enhance the level of service worldwide, as reported in the Company chart (update: December 2023), which is available on the corporate website at ESG section. Stevanato Group 11 |


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Sustainability Report—2023 1.5 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 disclosed documents 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 Ethics, integrity and compliance The Code of Ethics and the Anti-Discrimination Policy cover internationally recognized human rights that are disclosed directly throughout the documentation. In 2023, the Anti-Bribery and Anti-Corruption Policy and Related Party Transactions Policy were confirmed by the Audit Committee. Stevanato Group acts in compliance with all applicable intellectual, industrial and commercial property rights as well as with international laws and regulations to protect its rights and interests. In 2023, no significant instances of non-compliance with laws and regulations were registered. Stevanato Group pursues the culture of legality by maintaining a whistleblowing procedure to manage the reporting of any violations and irregularities concerning the Code of Ethics related to Italian Legal Entities. The whistleblowing procedure is designed to ensure the confidentiality of the person reporting the issue and the information received as well as its validity. During 2023, Stevanato Group started activities to update the whistleblowing system and procedure according to EU Directive 2019/1937. As of December 31, 2023, grievances had not been sent to the relevant function inbox and incidents of corruption within the Group were not reported. In addition, there were three complaints that were ongoing during 2023 in the U.S. relating to alleged discrimination, and the Company continues to take all appropriate actions with regard to each. The Italian entities of the Group (i.e., Stevanato Group S.p.A., Nuova Ompi S.r.l., Spami S.r.l.) have an Organizational, Management and Control model, as per Legislative Decree no. 231/01. The above-mentioned Italian companies have proceeded with the renewal of the Supervisory Body, which was due to expire in 2023, 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. Regarding business relationships, Stevanato Group has established a Code of Conduct that is shared with its suppliers. For more information, see section 6.1 Responsible Supply Chain & procurement. 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 2023. For an overview of Stevanato Group’s risk management, see item 3.D. “Risk Factors” of the 2023 Annual 20F Filing. Stevanato Group 12 |


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Sustainability Report—2023 2Sustainability 2.1 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 fostering higher efficiency, cutting-edge innovation and strategic decisions on technologies, products, processes and value chain definition. Stevanato Group pursues a sustainable development journey as per its materiality analysis which is aligned to 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 address ESG trends and risks, Stevanato Group developed a sustainability strategy structured in three pillars: • Sustainable processes and products, to minimize any potential negative environmental impacts; • Sustainable value chain, to collaborate with partners on improving societal and environmental impacts; • People and governance, to establish and maintain a sustainable and transparent corporate model. Approach to sustainability To help safeguard the environment, Stevanato Group developed a plan to reduce Greenhouse Gas (GHG) emissions in line with the Science Based Targets initiative and progressed in improvements in waste management, with a greater quota of waste recovery to extend the lifespan of materials. In addition, Stevanato continued to analyze selected products and packaging from a life cycle perspective while advancing eco-design solutions to reduce, reuse, replace and recycle. As part of its corporate sustainability and circular innovation measures, Stevanato Group engaged in dialogue with customers about a sustainable version of packaging utilizing bio-circular polymers, recycled plastics and process improvements to reduce related emissions while 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 strives to uphold the tenets of Health & Safety and Diversity, Equity & Inclusion to the highest standards. In regard 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. The materiality analysis process was revised in 2023, in accordance with the requirements of GRI Standards 3:2021. Stevanato Group identified the material topics that represent its most significant impacts on the economy, environment and people, including impacts on their human rights. The process of determining material topics was informed by the organization’s ongoing identification and assessment of impacts. In particular, the process for defining material topics followed four steps: • Understanding the organization’s context through a scenario and benchmarking analysis of the main potential ESG trends, risks and opportunities; • Identification of actual and potential impacts, starting from the previous context and benchmarking analysis; • Assessment of the significance of the impacts; • Prioritization of the most significant impacts grouped into topics. Each impact was assessed and rated on a significance dimension, and the weighted average of grouped impacts into topics was used to calculate a comprehensive score for each topic. Sustainability 13 | 


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Sustainability Report—2023 The most relevant topics, that is related grouped impacts, confirmed the previous list of material topics, with a different prioritization resulting in a greater relevance of the topics “GHG Emissions” and “Energy Consumption”, in line with the context and sustainability strategy of Stevanato Group: 1. Product quality and responsibility 2. Research & development and innovation 3. GHG emissions 4. Energy consumption 5. Occupational Health & Safety 6. Business ethics, governance and compliance 7. Human capital management and development 8. Economic performance and value creation 9. Responsible supply chain & procurement 10. Waste management 11. Employee wellbeing 12. Human rights 13. Water management 14. Local communities’ engagement The preparation of the Group’s 2023 Sustainability Report was based on a structured reporting practice formalized through the Sustainability Reporting Procedure 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). STAKEHOLDER Employees Suppliers Customers Community and local authority Universities and research centers Regulators and authorities Shareholders and Board of Directors Sustainability ENGAGEMENT AND INTERACTION FLOW • 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 • Regular meetings • Quality assessment audits/visit • Regular meetings • Surveys/market research • Continuous dialogue through communication channels • Company website • Participation at trade fairs • Projects to support social initiatives • Meetings with representatives of local institutions • Site visits • Partnerships with key universities and schools in Italy and abroad • Discussion meetings with representatives of institutions • Meetings organized throughout the year 14 |


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Sustainability Report—2023 The procedure included the timing, tools, roles and responsibilities of the functions and individuals’ part 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 Key Performance Indicators (KPIs) associated with the involved functions and was coordinated 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, which are listed above. The main stakeholders have been identified based on 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 with the Group’s medium- and long-term success. The main channels of dialogue and interaction are summarized above. The methods and frequency of stakeholder involvement vary according to the issues and opportunities subject to discussion during the year. 2.2 Certifications and awards Certification Description Legal Entity (Country)³ ISO 15378 Primary packaging material for medicine • Nuova Ompi (IT-PD) products—specific requirements for the • Nuova Ompi (IT-LT) application of ISO 9001:2015 with reference to Good Manufacturing Practice (GMP) • Medical Glass (SK) • Ompi North America (MX) • Ompi of China (CN) • Ompi do Brasil (BR) • Balda Medical (DE) • Ompi of America (U.S.) ISO 13485 Medical devices—Quality Management • Nuova Ompi (IT-PD) Systems • Balda Medical (DE) • Balda C. Brewer (CA-U.S.) • EMEA TEC (IT) • U.S. TEC (U.S.) • Ompi of America (U.S.) 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 Medical (DE) • Balda C. Brewer (CA-U.S.) • Spami (IT) • EMEA TEC (IT) • U.S. TEC (U.S.) • Ompi of America (U.S.) • SG Denmark (DK) ISO 45001 Occupational Health and Safety • Nuova Ompi (IT-PD) management system • Nuova Ompi (IT-LT) • Medical Glass (SK) • Ompi North America (MX) • Ompi of China (CN) • Ompi do Brasil (BR) • Balda Medical (DE) • Ompi of America (U.S.) Sustainability 15 | 


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Sustainability Report—2023 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 Medical (DE) • Ompi of America (U.S.) ISO 50001 Energy management systems • Balda Medical (DE) ISCC+ International Sustainability and Carbon • Nuova Ompi (IT-PD) Certification • Balda Medical (DE) ISO 17025 General requirements for the competence • EMEA TEC (IT) of testing and calibration laboratories Mavis™ Combi visual inspection machine recognizes excellence and leadership has been selected as a winner of the in implementing equipment and 2023 Pharma Innovation Awards by technology to respond to the needs of Pharma Manufacturing. The award pharma companies. 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. ³ Legal Entities: Stevanato Group S.P.A., Nuova Ompi S.R.L. Unipersonale, Medical Glass A.S., Ompi N. A. S. DE R. L. DE C. V., Ompi Do Brasil Indústria e Comércio de Embalagens Farmacêuticas LTDA, Ompi Pharmaceutical Packing Technology (China) CO., LTD., Ompi of America INC., Balda Medical GMBH, Balda/C. Brewer, S.P.A.M.I. S.R.L. Unipersonale, Stevanato Group Denmark A/S, US TEC – Ompi of America INC., EMEA TEC – Nuova Ompi S.R.L. Unipersonale and EMEA TEC Analytics—Nuova Ompi S.R.L. Unipersonale. Sustainability 16 |


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Sustainability Report—2023 Economic 3 Value Creation 3.1 The creation and distribution of direct economic value produced by Stevanato Group and the impact on key stakeholder categories. Reported on an accrual basis, this section includes the basic components from Profit and Loss (P&L) statements for the global Stakeholder value creation Group operations in accordance with GRI disclosure. Stevanato’s 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) 2023 2022 [GRI 201-1] (A) Total Economic value generated by Stevanato Group 1,092,619 1,008,444 (B) Economic value distributed by Stevanato Group 866,552 798,924 Operating costs – Remuneration to suppliers 528,215 486,901 Remuneration to personnel 286,203 256,374 Remuneration to lenders 8,010 10,704 Remuneration of the public administration 43,863 44,625 Donations 261 320 (A-B) Economic value retained by Stevanato Group 226,067 209,520 Amortization & Depreciation 78,480 64,779 Loss on receivable—53 Provisions and reserves 1,897 1,672 Net Profit 145,690 143,016 In 2023, the economic value distributed by Stevanato Group totaled almost 867 million €. The difference between the value created and distributed equaled more than 226 million €. Economic Value Creation 17 |


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Sustainability Report—2023 Innovation and 4Product Responsibility 4.1 Stevanato Group products, technologies and services STEVANATO GROUP’S OFFERING Biopharmaceutical and Segments Engineering Diagnostic Solutions Drug Delivery Drug Containment Solutions Systems Visual Assembly lnspection EZ-fill® Business PFS Vials Cartridges IVD Solutions Lines Packaging & Glass Serialization Converting Bulk Analytical Services lntegrated Solutions Systems Processes Services Development Delivery Pre-Clinical Phase I Phase II Phase III Commercial Phase IV The figure above provides a breakdown of the Group’s two business segments: Biopharmaceutical and Diagnostic Solutions, and Engineering. 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 which are characterized by technological and procedural complexity and high performance. The high-value solutions can deliver significant benefits to customers in terms of performance, time to market, reduced total cost of ownership and supply chain risk while providing real value to customers as well as improving patient treatment and safety. Innovation and Product Responsibility 18 |


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Sustainability Report—2023 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® pre-sterilized platform, the Group can streamline its customers’ Alba® Nexa® LDP Fina® Nexa Flex™ Drug Delivery Systems Over the past few years, Stevanato Group Group has strategically expanded its Drug Delivery Systems (DDS) offering to include capabilities and services as an integrated solutions provider. The Company is now well-positioned to help its pharmaceutical operations, reduce complexity in the aseptic filling process and improve quality, allowing a reduction of the total cost of ownership. The EZ-fill® configuration is available across all the product performance levels included in the company’s drug Protein-based drugs (Biologics) High-value drugs Vaccines and diluents Injectables High-value drugs 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. containment solutions portfolio. Below, a summary overview of the four main performance levels is provided: Breakthrough solution employing a plasma treatment on standard silicone coating, creating a barrier that ensures exceptional stability and long-lasting performance along drug shelf-life –especially in auto-injectors Alba® vials are under development. Superior cosmetic quality and improved mechanical resistance thanks to proprietary, highly automated process expertise around NMTG and NGTG critical unit operations. Innovative borosilicate glass vials significantly reduce any corrosion and delamination risk. A robust process validated for high volumes and characterized by high-quality consistency and customization. Presterilized polymer syringe. Extremely versatile (COP or COC), with outstanding cosmetic quality, ultralow content of subvisible particles and high degree of break resistance. Through contract manufacturing, Stevanato Group provides customers with scalable manufacturing solutions for their drug delivery system programs. Innovation and Product Responsibility 19 | 


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Sustainability Report—2023 Customers can rely on: A flexible and versatile Contract Development & Manufacturing Orgazination (CDMO) or Contract Manufacturing Organization (CMO) offering , covering different f stages of device development up to the final product; High-quality production standards, thanks to an ISO 13485 certified Quality Management System and FDA-inspected facilities, ensuring products are compliant and reliable; A worldwide presence, with manufacturing operations in Europe and the U.S. and a global purchasing network, fostering efficiency and accessibility through shorter supply chains; Ongoing exploration of sustainable materials and dedicated efforts toward more sustainable manufacturing practices, aligning with Stevanato Group’s commitment to environmental responsibility. Proprietary and licensed devices include Pen injectors, Auto-injectors and On-body delivery systems. Pen injectors Auto-injectors On-body devices Alina® is a variable and Together with Owen Mumford, Vertiva™ is a semi-reusable fixed-dose disposable pen Stevanato Group is providing cartridge-based On-Body Delivery injector, based on Axis-D Aidaptus®, an intuitive System composed of two parts: technology, exclusively licensed disposable auto-injector solution a single-use injection unit and a from pen injector device expert that offers flexibility and multi-use, smart controlling unit. It Haselmeier. It is suitable for a speed-to-market for customers. is optimized for the administration broad range of therapeutic areas Aidaptus will be manufactured of complex drug regimens from including diabetes and obesity. by both Owen Mumford and mid-high volume cartridges. Stevanato Group. IVD Solutions Stevanato Group Technology Excellence devices, and components comprising As a one-stop solution provider and Centers focus on: combined products. manufacturer, the Group can cover all parts of the process, from product development • Investigating the physical-chemical Stevanato Group relies on a to delivery of the final product, packaged properties of primary packaging materials multi-disciplinary team of highly-skilled and sterilized as needed. Stevanato Group and components and studying the professionals including scientists, solutions focuses on point-of-care devices, interactions between drug containment engineers, pharmaceutical chemists and in-vitro diagnostic consumables and medical solutions and drugs. biotechnologists. Their knowledge and solutions. experience cover a range of specialized • Providing laboratory services for the areas including drug containment solutions Analytical services design and engineering characterization and drug delivery devices. As a branch of Research and Development, of pharmaceutical packaging, medical Innovation and Product Responsibility 20 |


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Sustainability Report—2023 4.1.2 ENGINEERING Stevanato Group’s vast portfolio of technologies and equipment includes state of the art solutions for Life Science companies. The Group specializes in fully automated glass-converting machines, suitable for transforming glass tubes into vials, cartridges, syringes and ampules. Stevanato Group also provides flexible inspection solutions for containers filled with any drug, from transparent to suspensions and from liquid to gels, powders, or lyophilized drugs. Its solutions range from benchtop to semi-automated to fully automatic equipment. Stevanato Group designs and manufactures medical device assembly and packaging equipment, suitable for solving complex processes at various stages, from device characterization with small-scale production up to high-speed commercial assembly and packaging solutions. Its technology can be suitable for devices, including pen injectors, auto-injectors, wearable devices and nasal sprays. The assembly lines are completed by packaging solutions that include cartoning, case packing and palletizing modules, with integrated serialization and tamper-evident units, compliant with the latest requirements. All Stevanato Group equipment in operation is supported by a global After-sales organization: a 24/7 remote support service is available by phone every day of the week, ensuring continuous assistance around the clock to help customers resume production promptly as needed. Customer productivity is a top priority, and for this reason Stevanato Group has a team of support specialists who are available to provide expert trouble-shooting assistance in the different areas of support: mechanical, electrical, automation and vision. 4.2 Stevanato Group believes that one of its greatest challenges and opportunities ahead 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. Investment in research and development is a fundamental component of Stevanato Group’s growth and continued success. The Company invested approximately Research & Development and innovation 35.7 million € in 2023, corresponding to 3.3% of revenue (in 2022, 34.4 million € was invested, equal to 3.5% of revenue). The R&D team comprises about 150+ highly-skilled and specialized employees. The R&D department works in several areas, in line with Stevanato Group’s business segments. The R&D divisions cooperate in perfect synergy in terms of maximizing value creation and accomplishing cross-functional projects. The mutual strategy of Stevanato Group’s R&D department is based on three fundamental pillars that focus and align the R&D team with the company’s business growth. These three pillars are the guidelines of the Group’s R&D divisions: each R&D project is designed to contribute to and support one or more of these pillars. With regard to R&D and Innovation products, Stevanato Group is committed to introducing sustainability concepts in its programs starting at the beginning of projects. Dedicated checklists for each single new product/project will be implemented and then monitored to ensure that sustainability is high in the development of new products. For instance, such an approach is applied in the concept design stage, the materials selection stage and in determining how to extend the lifetime of the product or allow its reuse. Process Drug Containment Drug Delivery Excellence & Solutions Systems Digitalization Develop solutions to Focus on patient centricity, Innovate Stevanato Group maximize drug stability, sustainability and and customers’ potency and purity digitalization manufacturing processes to deliver improved outputs and reduced waste and risks Innovation and Product Responsibility 21 |


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Sustainability Report—2023 4.2.1 R&D FOR DRUG CONTAINMENT SOLUTIONS (DCS) Stevanato Group’s DCS team is dedicated to designing and developing syringes, vials and cartridges that will provide higher drug compatibility (i.e., with lowest particle generation, reduced or even no extractable release and metal-free options). The team is also responsible for the identification and development of deep freeze/dead volume properties of Stevanato Group solutions for vaccine and gene therapies applications. To deliver superior process excellence & digitalization, the DCS team is working on different projects. Finally, the DCS team contributes to the development of Drug Delivery Systems designed around patient centricity, sustainability and digitalization and provides high quality primary packaging that is fully compatible with the devices under development. Stevanato Group has also introduced new sustainability practices as part of its corporate sustainability and circular innovation measures, with a particular emphasis on identifying 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 and circular innovation measures, Stevanato Group dialogued with customers on 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), to help ensure sterility and processability. Indeed, a bio-circular version of polystyrene and polypropylene that is used to produce secondary packaging of syringes was identified. The raw material for producing 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. Thanks to the ISCC+ certification, compliance with the mass balance approach can be maintained, which helps to support continued trust among customers and throughout the value chain. Replicating the same practice, since 2022, Stevanato Group’s EZ-fill Smart™ has offered the market a more environmentally friendly sterilization method compared to traditional ethylene oxide (EtO) sterilization, which can result in improved safety. It is intended to improve sustainability and increase packaging efficiency using biopolymers and recycled plastic. In 2023, Stevanato Group concluded a Life Cycle Assessment (LCA) of selected products. This rigorous process plays a pivotal role in making informed, data-driven decisions aimed at reducing the environmental impact of products. By pinpointing critical areas and designing future processes, the Group can quantify the potential benefits of sustainability initiatives and select the most promising ones. Stevanato Group’s R&D department has also collaborated with its Regulatory Affairs department to assess the impact of the plastic packaging waste regulation on the existing product portfolio and on the new products to be developed. In order to minimize the use of secondary packaging, at least three evaluations have been performed during the year to develop new packaging formats, with the main goal of increasing the number of hosted glass containers within the same packaging volume, minimizing related emissions. Stevanato Group is also actively collaborating with the scientific community and universities to advance its scientific insight into the Group’s 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 like Ca’ Foscari (Venice, Italy) and Federico II University (Naples, Italy) and has set up collaborations with the University of Colorado. 4.2.2 R&D FOR DRUG DELIVERY SYSTEMS (DDS) In addition to the activities related to Drug Containment Solutions, the Stevanato Group’s R&D department is also developing and expanding Stevanato Group’s Drug Delivery Systems (DDS) portfolio. This includes developing innovative delivery solutions that are focused on usability, safety, performance and manufacturability. Some of the main projects the department is currently working on include: Alina® and Vertiva™. Stevanato Group is also collaborating with Owen Mumford, a device expert in the field of auto-injectors, for the industrialization and marketing of the Aidaptus® device. Innovation and Product Responsibility 22 |


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Sustainability Report—2023 Alina® is a pen injector based on Axis-D intellectual property and technology exclusively licensed from pen injector device expert Haselmeier. Alina® is a disposable, multi-use and variable dose pen injector platform for subcutaneous administration of injectable therapies. The platform is compatible with established therapeutic regimens as well as innovative drug therapies beyond diabetes and weight management. Aidaptus® is an innovative disposable auto-injector offered in collaboration with design and development partner, Owen Mumford, a certified B Corporation. Aidaptus® is especially suitable for helping pharmaceutical companies reduce risks 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, offering sustainability advantages. An added value for patients is that the simple and easy-to-use device allows them to self-administer their therapy. Vertiva™ is an on-body delivery system (OBDS) composed of a smart, reusable controller and a single-use pod with a pre-loaded cartridge. The reusable part extends the lifespan of the product to multiple-uses and reduces product waste to support 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, Vertiva™ is a highly flexible and customizable platform suitable for a wide range of therapies. A number of developments have reduced the system’s energy consumption, improving overall efficiency and extending battery lifetime. Following up on product sustainability and circular Innovation measures, the Group performed an environmental assessment on the OBDS to identify key hotspots and components to act on, supporting eco-design while reducing its impacts on GHG emissions, energy and water. 4.2.3 R&D FOR ENGINEERING The Engineering department analyzes internal and external expectations 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). Every single piece of machinery/equipment is developed and manufactured as a project, employing tailored project management tools to oversee each phase and mitigate risks effectively. 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 that are essential for promoting innovation and contributing to the Stevanato Group’s continued success by differentiating it from its peers. Smart Factories: The Group has designed its production plants to be highly interconnected. Innovation and Product Responsibility 23 |


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Sustainability Report—2023 INSPECTION ASSEMBLY Emulator: This product is a virtual simulation of the machine vision inspection process. The overall goal is to optimize and develop vision inspection recipes completely offline. In this way, the development is performed without any interruption to machine operations. MAVIS Platform: This 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, all in a compact footprint. The platform comprises MAVIS syringes, a model to inspect syringes, and MAVIS Combi, a new equipment inspecting multiple container types on the same machine. New Software (SW) and Hardware (HW): The Group invested in a new SW platform in 2023 aiming to improve performance, usability and interface and increase customer satisfaction. The new platform (ICS) will decrease the overall total cost of ownership. Stevanato Group has also invested in upgrading hardware components and computers within Inspection Equipment to increase computing power, while reducing the required space and overall number of devices. Artificial Intelligence platform: The Group has invested in developing a new platform environment, SG Vision AI, aimed at empowering capabilities in labeling and training Neural Network models. This initiative is targeted at addressing 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. Digital Twin: The customer can review a machine’s 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. 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. The system’s goal is to integrate existing data sources to not only display overall equipment effectiveness (OEE) but also suggest methods to enhance the production process. It enables a streamlined shop floor with decision support for various job functions, including operators, technicians and specialists, utilizing data from actual production. Moreover, the system is ready to enter even the glass production line sector, providing a booster tool for continuous improvement teams. Innovation and Product Responsibility 24 | 


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Sustainability Report—2023 GLASS CONVERTING AND MANUFACTURING PROCESS Lines development to improve costs, productivity and sustainability: Stevanato Group is developing new lines with the purpose of reducing capital expenditures and industrial costs, increasing productivity and improving in-line quality control. The Engineering division has made significant strides in innovation during 2023, focusing on mitigating the carbon impact of its equipment manufacturing, particularly in the realm of glass modification reliant on fossil fuels. The Group has directed its innovation towards scouting and developing new technologies aimed at reducing the carbon impact of its manufacturing processes. This has involved collaborations with research institutions, engaging with experts in material science, and fostering partnerships with startups and company with a focus on electric technologies. Ready-To-Use (RTU) vials: The EZ-fill Smart™ platform is its latest development to satisfy the growing demand for RTU vials. All the equipment for Stevanato Group’s 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. Regarding Stevanato Group global After-sales organization, in addition to traditional support services, a dedicated Account Manager is assigned to each customer to review the performance of the equipment and ensure performance optimization. Digital services, such as data collection or predictive maintenance, are available to complement the services provided by the local service engineers. 4.2.4 ANALYTICAL SERVICES Stevanato Group’s Technology Excellence • Studying drug interactions with containment or will be used to de-risk the development Centers (TECs) have a staff of more than solutions (primary packaging and add-on initiatives of the new product platforms 40 people based in the Piombino Dese components). within Stevanato Group. Furthermore, (Italy) and Boston (U.S.) locations. Stevanato the Technology Excellence Centers Group TECs’ personnel have backgrounds • The design, development, validation and have continued to support the strategic in chemistry, engineering, physics, materials execution of engineering and verification collaboration with worldwide academia, and pharmaceutical sciences. TECs have the testing of medical devices and combination contract research organizations, and public following certifications: ISO 9001, 13485 products. The Group TECs have or private institutions to identify the next and 17025. implemented innovative tools to support generation technologies (products and the understanding of phenomena (e.g., processes) associated with medical devices Their knowledge focuses on: mathematical modeling) that have been and combination products. Innovation and Product Responsibility 25 |


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Sustainability Report—2023 4.3 As a commitment to the production of high-quality products, the Stevanato Group has adopted a Group Quality Policy aiming 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 Group’s 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. 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 certification standards, please refer to section 2.2. In particular, ISCC+ is a globally recognized certification system for recycled and bio-circular materials that ensures compliance with social and environmental sustainability criteria. To help ensure compliance, 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 Group’s German plant and at the DCS Italian plant in Piombino Dese 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. Every employee in the Stevanato Group, at all levels, 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 Group’s products. Drug containment, diagnostic and delivery solutions have often come 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 2023, Stevanato Group has not initiated any recalls from the market nor received any formal communication by a Third party having initiated a recall from the market due to our product. Innovation and Product Responsibility 26 | 


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Sustainability Report—2023 5 Human Capitalâ´ 5.1 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 Group’s 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. Stevanato Group’s Human Capital Management strategy endeavors to build a strong team and foster the Group’s sustainable growth through the following key areas of intervention: • Talent attraction and 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. • People development: Offering paths to learning and development that nurture and retain talent and support the Group’s growth. Stevanato Group’s human resources Training courses that bolster technical, managerial and organizational skills to support employees’ continuous improvement and tools that assess employee performance help individuals constantly evolve and pursue their personal objectives. • Engagement and reward: Implementing clear policies to reward merit and measurable achievements in a transparent, equal and fair way, while guaranteeing welfare programs that support employee well-being and promoting a social environment that creates a sense of belonging, valuing diversity at all levels and locations. The common ground and compass for the Group’s Human Capital Management strategy are our Values and Guiding Principles5. These Values and Guiding Principles, along with the focus on Customer Centricity, are the essence of our Corporate Culture, which the Group is committed to disseminate and promote through dedicated training and communication campaigns. The Group is guided by legislation and international principles and is committed to maintaining a climate of trust and respect that 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 the Stevanato Group’s pillars of business: 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 all of whom 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.). â´ It should be noted that all data about the professional categories of Stevanato Group’s employees have been restated based on the new HR Guidelines (internal banding system), which allow greater comparability and consistency at the Group level. The new category “non-managerial positions” includes all manual and non-manual professionals and administrative employees. In addition, the age of employees is calculated based on the date of when hire/exit occurred. âµ See section 1.3 “Mission, vision and values” for further details. Human Capital 27 |


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Sustainability Report—2023 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, 2023, Stevanato Group had 5,626 employees6. The majority was Non-Managerial Positions (5,332), followed by 217 Managers and 77 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, 2023 as of December 31, 2022 Male Female Total Male Female Total Director 85.7% 14.3% 1.4% 83.3% 16.7% 1.1% Manager 74.7% 25.3% 3.9% 76.3% 23.7% 3.6% Non-Managerial 58.8% 41.2% 94.8% 57.0% 43.0% 95.2% Positions Total 59.7% 40.3% 100.0% 58.0% 42.0% 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 Group’s Values and Guiding Principles as well as with the Group’s 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 plants. 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. The Group is committed to a journey toward growing inclusion, starting from gender diversity, by regularly monitoring progress on gender balance KPIs. In the coming years, this journey will encompass more and broader forms of inclusion (cultures, religion, disability, etc.). For instance, as of 2023, the Group has started to monitor multi-cultural representation in its managerial population. GRI 405-1: Number of employees by professional category and age category % Employee category as of December 31, 2023 as of December 31, 2022 <30 30-50 >50 <30 30-50 >50 Total Total years years years years years years Director 0.0% 64.9% 35.1% 1.4% 0.0% 71.7% 28.3% 1.1% Manager 1.4% 77.4% 21.2% 3.9% 2.1% 73.2% 24.7% 3.6% Non-Managerial 25.0% 59.6% 15.3% 94.8% 25.8% 59.9% 14.3% 95.2% Positions Total 23.8% 60.4% 15.8% 100.0% 24.6% 60.5% 14.9% 100.0% In 2023, 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, the primary required background is a three-year degree or Master’s degree in Engineering or Biotechnology, followed by Mathematics, Chemistry and Economics. The above-mentioned company growth program is part of a broader integrated human resources development project supporting Stevanato Group’s 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; ⶠAs of December 31, 2023 5,626 employees included also Ompi Of Japan. In addition, including Perugini S.r.l., Stevanato Group counted 5,635 employees as of 31.12.2023. Human Capital 28 |


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Sustainability Report—2023 • 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 (87% 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 2023 was 2.3%. Of the total headcount of female employees, 5.1% had a part-time status as of December 31, 2023. 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, 2023, 76% of the Group’s 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. 5.2 In order to meet the demands of a constantly evolving market and fulfill Stevanato Group’s mission, the HR Department’s 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 individual’s unique strengths. 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 Group’s 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 Group’s 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 Group’s values, as well as quantitative measures, such as the achievement of specific KPIs. THE PERFORMANCE DEVELOPMENT PROCESS Defining what can be expected from people and how they can contribute to the achievement of Stevanato Group’s Fuel goals. The purposes are setting specific, measurable, achievable, reliable and timely objectives, in line with role-related Performance 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 Setting Goal development. Seeing, reinforcing and supporting the efforts made by individuals in the pursuit of those same objectives throughout the year, modifying priorities and resources according to the upcoming changes. The purpose is to provide the employee See and manager the opportunity to engage in an open and honest communication based on facts, which will facilitate Performance Mid-year improvement, development and growth. Discussion Recognizing, assessing and evaluating the individual performance observed throughout the year. The purposes are recognizing the performance of the year, evaluating the Employee based on actual behaviors and results instead of relying on assumptions, thus reducing the subjectivity and rating the objectives set at the beginning of the year and Performance the relative Competency Model. Recognize Evaluation Performance 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 sharing feedback on yearly performance and setting expectations for next months and finally, creating a formal occasion to reinforce positive behaviors and correct Feedback Session ineffective ones. Human Capital 29 | 


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Sustainability Report—2023 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 Group’s 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 Quality Training In compliance with ISO Standards and the applicable principle 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 Group’s “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, with the go live of the third wave of Mentors and a dedicated training for new Mentors. In 2023, targeted initiatives were implemented to strengthen knowledge about the Performance Development Process (PDP) and promote the Feedback Culture (with a deep dive into intercultural communication and biases), HR Processes, SOX Compliance and Tone of Voice (to define a specific communication standard within the Group). In addition, an initiative has continued in 2023 that manages and coordinates training and development activities at the Corporate Level. Training is a fundamental process that starts at the very beginning of an employee’s professional career. In addition, EHS training is provided during the probation period and repeated with the frequency and manner prescribed by law. During 2023, the Group provided 16,597 hours of employee training related to EHS aims to further foster and strengthen the Customer-Centric Mindset through the training of a selected number of Ambassadors; the Ambassadors are in charge of cascading and sensitizing all people in Stevanato Group on topics related to customer centricity. Finally, the Group’s Graduate Program offered young talents recently graduated, from different plants, 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 welfare policies in all of its plants worldwide. The main topics covered by such policies are the following and vary according to local laws and regulations: • Maternity and family support (e.g., some Countries guarantee a fragility and birth bonus, or an extended maternity leave period); • Healthcare; • Disability (e.g., permits for taking care of disabled/ill minor children, or retention of the job until full recovery in the event of life-threatening illness requiring ongoing treatment); • Trade unions (in almost all countries of the Group); and required by law and 124,060 hours of training on the Quality Management System, which is explained in detail in following section. The Group’s remaining training activities classified as “not mandatory” amounted to 52,404 hours and included training in induction, language skills, technical skills, soft skills, job instruction and training related to corporate initiatives. In total, the Company provided 193,061 hours of training during 2023. • Retirement and pensions (in almost all countries of the Group); • Insurance; • Flexibility, work-life balance and wellbeing (e.g., several plants have emotional wellbeing program with psychological support provided by a dedicated professional). 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, as well as other forms of collaboration for both hiring and research purposes, such as PhD programs, research grants and fellowships and joint laboratories. 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 company’s plants are located. Locally-based partnerships are the best way to promote the Company and attract talent. Human Capital 30 |


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Sustainability Report—2023 5.3 Stevanato Group is committed to operating its business under the principles of ZERO accidents, safe behavior and the highest work environment standards. 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 Group’s 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 its EHS Policy, management system corporate policies, reference standard procedures, and supporting documents. Stevanato Group companies are mostly ISO 45001:2018 certified (for details please see section 2.2). At the Group level, EHS is overseen by the headquarters’ EHS Group Director, while local plant EHS Coordinators ensure the 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 (16,597 hours in 2023). Employees and their representatives’ participation and consultation in the development, implementation and evaluation of the occupational Health & Safety management system is obtained through: • Involvement and prior consultation regarding the identification of hazards, risk assessment, control measures, preventive measures and accident analysis; Occupational Health & Safety • 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 every day, 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 reviewed 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 Safety 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 a 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 Group’s 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. The Stevanato Group Program continued in 2023 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 2023, there were 75 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. Human Capital 31 |


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Sustainability Report—2023 GRI 403-9: Occupational Health & Safety Rates and Injuries7 Work-related injuries 2023 2022 Number of recorded work-related injuries 75 57 Number of high-consequence work-related injuries (excluding fatalities) —Number of fatalities as a result of work-related injury —Number of worked hours 9,534,140 8,853,667 Rate of recordable work-related injuries 7.87% 6.44% Rate of high-consequence work-related injuries (excluding fatalities) —Rate of fatalities as a result of work-related injury —Rate of total injuries occurred at work 7.87% 6.44 % â· The scope of Health & Safety data includes employees only. In 2023, there were 13 injuries with no high consequences among external workers. Human Capital 32 |


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Supply Chain 6and Procurement 6.1 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. Stevanato Group’s supplier selection process and purchasing conditions are inspired by the values and criteria of competitiveness, objectivity, respectability, correctness, impartiality, fair pricing and quality. Procurement processes aim to achieve the competitive results 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 Group’s supply chain is composed of more than 5,000 suppliers. Stevanato Group works incessantly to meet pharmaceutical quality and regulatory industry standards for products and Responsible Supply Chain & procurement 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. Since 2021, Stevanato Group has begun requiring both new and existing suppliers to adhere to its Code of Conduct. Adherence ensures compliance with existing laws, loyalty, professional rigor 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. Since 2021, Stevanato Group has started a collaboration with EcoVadis which carried over into 2023. With EcoVadis’ support, Stevanato Group mapped out its supplier base by ESG topics with the goal of monitoring suppliers’ environmental and social responsibility and pushing for corrective actions where needed. Stevanato Group has mapped its supplier base, focusing specifically on most significant suppliers based on expenditure. By the end of 2023, 211 suppliers had been assessed. Results of the assessment showed an overall score of 55.5 based on reviews of all 211 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, 79% of suppliers have a score above 45. Stevanato Group started to require corrective action plans to suppliers with an EcoVadis rating below a pre-determined threshold. Moreover, periodic monitoring is conducted for suppliers whose rating exceed this threshold to ensure ESG oversight. Supply Chain and Procurement 33 |


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Sustainability Report—2023 SCORE DISTRIBUTION Scored Overall Suppliers Score ENV LAB ETH SUP 211 55.5 57.5 57.6 52.4 47.4 EcoVadis: 46.1 EcoVadis: 46.2 EcoVadis: 48.8 EcoVadis: 43.7 EcoVadis: 37.6 EcoVadis avg. 60% 51.7% 50% 40% 20.9% CENT 30% 25.6% PER 20% 10% 0.5 % 1 .4% 0% Insufficient Partial Good Advanced Outstanding (0–24points) (25-44 points) (45-64 points) (65-84 points) (85-100points) Finally, suppliers have been divided by location, taking into consideration their registered offices, if local or not, for the organization. For the Drug Containment Solutions business, the Italian plants were included in the scope of the analysis. According to the analysis, the distribution of their procurement expenses for glass suppliers is mostly linked to Italy with a value of 57%, followed by the rest of the EU with 38% and extra-EU with 5%. For the In-Vitro Diagnostic (IVD) business, the company included in the scope of analysis was the plant in Germany. Of its suppliers, 71% are located in Germany, followed by the rest of the EU with 28% and extra-EU with 1%. Finally, for the Engineering segment, the companies in the scope of analysis included the Italian and Danish plants. Analyzing the Italian one, almost the entire expenses are connected to Italy with a value of 91%, followed by the rest of the EU with 8% and extra-EU with 1%. The majority of Stevanato Group expenses in Denmark are local with a value of 89%, followed by the rest of the EU with 10% and extra-EU with 1%. Combining the two companies, EU purchases represent 99% of the total expenditure. Supply Chain and Procurement 34 |


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Sustainability Report—2023 7 Environment 7.1 Stevanato Group relentlessly seeks to reduce any negative environmental impact of all its processes and products. Accordingly, the Group aims to combat climate and nature-related risks through the optimization of natural resource consumption, improved efficiency, and innovative solutions, as reflected in the Group’s EHS policy. 7.2 Attention to the environment is one of the priorities of the Sustainability Group Strategy. Stevanato carefully and responsibly manages its energy consumption. According to works done within Sustainability Strategy, in particular on the development of the plan to reduce GHG emissions, Stevanato Group performed energy audits, analyses in order to identify the causes of inefficiency and solutions. Environment Stevanato Group’s commitment to the environment 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, for details please see section 2.2. Stevanato Group has identified the possible environmental impact areas of its business through the Materiality Analysis (see section 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 in which it operates. Energy consumption and GHG emissions 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 foster 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 2023, the following activities were carried out in conjunction with foreign production plants: • Carried out three energy audits in three of the Group’s plants; 35 |


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Sustainability Report—2023 • Progressed on the sourcing of renewable-based electricity through Guarantees of Origin in both Danish and Italian plants; • Improvements in lighting systems through 2024 at the DCS plants in Italy and China. investment in LED technologies. • Installation of photovoltaic energy The following table summarizes the systems that will become operative in organization’s annual energy consumption. GRI 302-1: Energy consumption within the organization8 Types of consumption [GJ] 2023 [GJ] 2022 [GJ] Natural Gas (non-renewable sources) 871,593.2 854,162.6 Diesel (non-renewable sources) 5,914.5 3,041.4 Gasoline (non-renewable sources) 4,433.9 1,514.9 LPG (non-renewable sources) 601.0 22.8 Liquid Fuels (non-renewable sources) 10,949.4 4,579.0 Electricity purchased 468,364.0 472,777.1 From renewable sources (with certificate of origin) 56,322.0 2,428.1 From non-renewable sources 412,042.0 470,349.0 Electricity from photovoltaic systems (self-consumed) 68.1 116.6 Electricity purchased and internally produced by photovoltaic systems 468,432.2 472,893.7 Thermal energy 427.9 9,219.5 Total energy consumption 1,351,402.6 1,340,854.8    of which from renewable sources 56,390.1 2,544.8    of which from non-renewable sources 1,295,012.5 1,338,310.0 Energy consumption in 2023 was fairly stable compared with 2022. In 2023, renewable-based electricity was about 12% of total electricity use. Meanwhile, the reduction of 42% in self-produced energy from photovoltaic panels was principally due to malfunctioning of the Italian plant.Below are the main types of emissions related to the above-mentioned energy sources. In particular, to report greenhouse gas emissions, Stevanato 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 purchased energy. In compliance with GRI Reporting Standards, emissions are calculated according to Location and Market methodologies using appropriate emission factors. Specifically, emissions are calculated by directly measuring the relevant energy source and the conversion into GHG to determine the value of the CO2 equivalent. GRI 305-1: Direct greenhouse gas emissions (Scope 1)9 From non-renewable sources Unit 2023 2022 Natural Gas t CO2 eq. 44,311.8 43,519.5 Liquid Fuels t CO2 eq. 702.1 302.7 Refrigerant Gas t CO2 eq. 510.9 521.5 Total direct emissions by GHG (Scope1) t CO2 eq. 45,524.8 44,343.6 ⸠Conversion factors for all fuels are taken from DEFRA 2022 and2023. 2022 data have been adjusted for calculation improvement. â¹ These figures have been calculated using DEFRA 2022 and 2023 emissions factors according to the GHG Protocol methodology. The consolidation approach for the Group’s emissions is the operational control. Figures refer toCO2 equivalents when available. Data are presented without consideration of any offsetting instruments. Environment 36 |


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Sustainability Report—2023 The 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. Regarding Scope 2, the market-based method, part of GHG emissions related to electricity were avoided by using renewable-based sources in Italy and Denmark as defined by GRI Standards. In sum, in 2023 the Group registered a value for total emissions (Scope 1 and Scope 2 market-based) of 94,539.2 tons of CO2, representing a reduction of 5.7% compared to 100,241.4 tons of CO2 in 2022. GRI 305-2: Indirect greenhouse gas emissions (Scope 2) – Emissions calculated according to the “location-based” and “gross market-based” method10,11 Scope 2 Unit 2023 2022 Electricity – Location-Based t CO2 eq. 43,444.9 44,354.7 Electricity – Market-Based t CO2 eq. 49,014.4 55,897.8 7.3 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 relation to the following: • 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 discharge, especially discharge containing dangerous substances, in full compliance with current regulations. Stevanato Group draws 61% of its water from local underground sources, with the remaining 39% 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; Water management • 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 plants that are ISO 14001 certified are reported in section 2.2. Overall water usage is assessed according to the protocols dictated by certification standards as part of the environmental impact analyses. The data obtained are periodically reviewed by the Group and communicated to local authorities and monitored for environmental performance. The environmental impact is related to water withdrawn and water discharges. The quality of the water discharged by the Group’s plants during normal operations has little impact on external watercourses and treatment plants. However, the amount of water withdrawn by Stevanato and the quantity of its discharges can impact the ecosystem. To minimize the withdrawal of groundwater and its impact on local communities, starting from 2020 the Group modified the water distribution system at its company headquarters, channeling, filtering and cooling water from the semi-finished product sanitizing process (WFI – Water For Injection) so that it can be reutilized. This innovative solution has helped reduce water withdrawal by 10,000 m3/year at the Piombino Dese plant. In Mexico and Brazil, water from production processes is treated and made suitable for irrigation and gardening. Starting in 2020, water withdrawal at production plants has been monitored to assess locally based water stress. The Group utilizes the Water Resource Institute Tool to identify water-stress areas of the organization’s water use and water-related impacts and to identify possible measures to manage them. According to the Water Resource Institute Tool, the Group’s plants that are located in high and extremely high water-stressed areas are those in Latina (Italy), in Mexico, in California12. ¹â° The conversion factors used for Scope 2 – Location-Based method – are taken from TERNA. ¹¹ The conversion factors used for Scope 2 – Gross Market-Based method – are taken from European Residual Mix: AIB 2023. When an AIB emission factor is not available, conversion factors are taken from Terna. ¹² For the identification and measurement, reference was made to the interactive map of the Aqueduct Water Risk Atlas. Environment 37 |


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Sustainability Report—2023 GRI 303-3 2018: Water withdrawal    As of December 31, 2023 As of December 31, 2022 Areas with Areas with Unit of Measure: Megaliters All areas All areas water stress water stress Groundwater (total) 271.9 45.5 253.1 38.6 Freshwater (≤1,000 mg/L Total Dissolved Solids) — —Other water (>1,000 mg/L Total Dissolved Solids) 271.9 45.5 253.1 38.6 Third-party water (total)13 172.7 24.7 84.8 26.4 Freshwater (≤1,000 mg/L Total Dissolved Solids) 172.7 24.7 61.2 22.4 Other water (>1,000 mg/L Total Dissolved Solids) — 23.6 4.0 Total water withdrawal 444.6 70.2 337.9 65.0 Water withdrawal data are 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 2023, the increase in the amount of water withdrawn was mainly related to increased production and personnel. In terms of 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 plants are discharged into the public sewer system based on a specific contract, which also outlines the acceptable limits in compliance with legislation. The data presented below are the result of measurements where available and estimations. In China, the Group carries out real-time monitoring of water discharge by means of special instrumentation prepared in cooperation with local authorities. Overall, Stevanato Group’s plants manage water discharge in accordance with local requirements. It is important to note that water discharge from production facilities, which is mainly the result of sanitization, does not have a significant environmental impact. GRI 303-4 (2018): Water discharge As of December 31, 2023 As of December 31, 2022 Areas with Areas with Unit of Measure: Megaliters All areas All areas water stress water stress Surface water 16.0 16.0 17.2 13.4 Third party water 191.0 24.0 126.0 5.9 Freshwater (≤1,000 mg/L Total Dissolved Solids) Other water (>1,000 mg/L Total Dissolved Solids) 28.5 23.5 33.9 0.1—delivered to treatment plant Other water (>1,000 mg/L Total Dissolved Solids) 162.5 0.5 92.1 5.8—other Total water discharge 207.0 40.0 143.2 19.3 Freshwater —(≤1,000 mg/L Total Dissolved Solids) Other water 207.0 40.0 143.2 19.3 (>1,000 mg/L Total Dissolved Solids) ¹³ Third-party water withdrawal for water-stressed areas is from surface water, with 24.7 Ml as of 31/12/2023 and 26.4 Ml in 31/12/2022. Environment 38 |


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Sustainability Report—2023 7.4 Stevanato Group is dedicated to reducing 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 in which it operates. As defined in the EHS Policy, the Group strives to minimize the total amount of waste using 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 Waste management stresses the importance of circularity in its production process as per the corporate sustainability and circular innovation measures. Its Waste to Value practices give new purpose to material like glass and plastics scraps that would otherwise become trash. Stevanato Group’s German plant also recycles in-process trays as part of the plant’s circular loop. The Group’s waste management process involves collecting and storing waste in designated areas and specific containers according to the type of waste. Volumes are controlled by measuring the masses delivered to the disposal plants. The relevant data are stored in a specific database for each plant and shared at the Group level so that it can be monitored by the central EHS department. Waste for disposal is entrusted to third parties, which operate in compliance with the relevant contractual or legal regulations. Moreover, to improve its waste management methods, Stevanato Group has begun exploring new opportunities to expand its corporate sustainability and circular innovation measures. All the Drug Containment Solutions plants are committed to implementing glass scraps reuse through specialized partners, which convert waste into new raw material. In specific instances where solutions are not found, alternative improvements are pursued. Following this principle, the glass primary packaging plants are working on developing a waste treatment line that grinds scraps and selects materials to produce glass granulate. In 2023, hazardous waste accounted for 6% of the total volume of waste produced, down from 8% in 2022. Waste production increased (+6%) in 2023, due to new departments and startup areas after the building phase ended in 2021. According to the disposal method, 88% of the total amount of waste in 2023 was prepared to recycling, treatment or reuse. GRI 306-3 (2020): Waste generated14 As of December 31, 2023 As of December 31, 2022 Recyclable Not Total Recyclable Not Total Recyclable Recyclable DCS Business 7,225 749 7,974 6,793 1,459 8,252 DDS, IVD Business 1,084 412 1,496 565 190 755 Engineering Business 171 49 220 131 40 171 Total 8,480 1,211 9,691 7,489 1,689 9,178 WASTE BY DISPOSAL METHOD Treatment 20% Incineration 4% Recycling and reclamation Land disposal 66% 8% Reuse 2% ¹â´ No additional information are provided for confidentiality reasons. Environment 39 |


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Sustainability Report—2023 8Local Communities 8.1 Stevanato Group has always been closely connected to the land and the communities in which 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 improvements in the overall quality of people’s lives. As the Group continues to expand internationally, it is growing its engagement with relevant local communities, as illustrated by the initiatives carried out at a local level through the Group’s different plants across the World. Local communities engagement • In a plant in Italy, as an education initiative, students of a local high school took Yellow Belt courses on quality and process improvements and received the certification after a test. • In the plant in China, as an education initiative, a board displaying the periodic table of elements was donated to a local high school to improve students’ chemistry knowledge. • In the plant in Slovakia, as social engagement initiatives, gift vouchers were provided to employees’ children and employees provided Christmas gifts for elderly of retirement homes and hospitals. • In the plant in Mexico, as a social engagement initiative, toys were provided to children in difficult situations through the “Alternativas Pacíficas Association”. In addition, funds were raised by recycling plastics and provided to people under 21 years of age diagnosed with cancer. • In the plant in Brazil, as social engagement initiatives, employees collected winter clothes, shoes and blankets for homeless people and toys were donated to employees’ kids. In 2023, Stevanato Foundation focused on the fields of social, social healthcare, education and training and scientific research, implementing a series of initiatives. 2023–STEVANATO FOUNDATION DISTRIBUTION OF DONATIONS 4% SOCIAL HELP The main initiatives were as follows: • Supported scientific research conducted by the V.I.M.M. Foundation in the field of cell and molecular biology, mainly regarding childhood diseases. • Supported a project of the Mestre Hospital to enhance diagnostic-therapeutic service in the neuropediatric department. 21% RESEARCH • Provided a heating system for a facility intended for sports activities primarily for young people and children. Supported projects, in collaboration with the local school, to help children with learning difficulties. • Finally, provided a vehicle for the transport of disabled children intended 75% CHILDREN for educational activities managed by a local association. The Foundation also supported local entities like schools, kindergartens and associations for children and people with fragile situations. Local Communities 40 |


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Sustainability Report—2023 Annex GRI 2-7: Number of employees by type of employment contract as of December 31, 2023 as of December 31, 2022 Employment contract Men Women Total Men Women Total Italy 1,863 1,264 3,127 1,575 1,144 2,719 Permanent 1,553 1,060 2,613 1,267 939 2,206 Temporary 310 204 514 308 205 513 Rest of EU 791 419 1,210 785 419 1,204 Permanent 738 397 1,135 702 372 1,074 Temporary 53 22 75 83 47 130 Extra EU 707 582 1,289 688 644 1,332 Permanent 625 526 1,151 616 602 1,218 Temporary 82 56 138 72 42 114 Total 3,361 2,265 5,626 3,048 2,207 5,255 GRI 2-7: Number of employees by type of job¹âµ as of December 31, 2023 as of December 31, 2022 Part time / Full time Men Women Total Men Women Total Italy 1,863 1,264 3,127 1,575 1,144 2,719 Full time 1,859 1,173 3,032 1,572 1,059 2,631 Part time 4 91 95 3 85 88 Rest of EU 791 419 1,210 785 419 1,204 Full time 778 395 1,173 774 397 1,171 Part time 13 24 37 11 22 33 Extra EU 707 582 1,289 688 644 1,332 Full time 707 582 1,289 688 643 1,331 Part time — — 1 1 Total 3,361 2,265 5,626 3,048 2,207 5,255 ¹âµ The Part-time category include non-guaranteed hours employees: 2 employees (Men) as of 31 December 2023 in Rest of EU, and 3employees (Men) as of 31 December 2022 in Rest of EU. 41 |


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Sustainability Report—2023 GRI 401-1: Incoming employees by age group and gender (n° and %) in 2023 Incoming employees by age Men % Women % Total % <30 years old 393 11.7% 198 8.7% 591 10.5% 30 – 50 years old 407 12.1% 228 10.1% 635 11.3% >50 years old 80 2.4% 31 1.4% 111 2.0% Total 880 26.2% 457 20.2% 1,337 23.8% GRI 401-1: Incoming employees by age group and gender (n° and %) in 2022¹â¶ Incoming employees by age Men % Women % Total % <30 years old 452 14.8% 251 11.4% 703 13.4% 30 – 50 years old 452 14.8% 324 14.7% 776 14.8% >50 years old 68 2.2% 43 1.9% 111 2.1% Total 972 31.9% 618 28.0% 1,590 30.3% GRI 401-1: Incoming employees by gender and region (n° and %) in 2023 Incoming employees by region Italy Rest of EU Extra EU Total Men 542 142 196 880 % 16.1% 4.2% 5.8% 26.2% Women 249 68 140 457 % 11.0% 3.0% 6.2% 20.2% Total 791 210 336 1,337 % 14.1% 3.7% 6.0% 23.8% GRI 401-1: Incoming employees by gender and region (n° and %) in 2022¹â¶ Incoming employees by region Italy Rest of EU Extra EU Total Men 477 235 260 972 % 15.6% 7.7% 8.5% 31.9% Women 262 85 271 618 % 11.9% 3.9% 12.3% 28.0% Total 739 320 531 1,590 % 14.1% 6.1% 10.1% 30.3% ¹â¶ 2022 figures have been adjusted for a calculation improvement. 42 |


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Sustainability Report—2023 GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2023 Outgoing employees by age Men % Women % Total % <30 years old 218 6.5% 135 6.0% 353 6.3% 30 – 50 years old 289 8.6% 219 9.7% 508 9.0% >50 years old 67 2.0% 44 1.9% 111 2.0% Total 574 17.1% 398 17.6% 972 17.3% GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2022¹â¶ Outgoing employees by age Men % Women % Total % <30 years old 220 7.2% 151 6.8% 371 7.1% 30 – 50 years old 275 9.0% 221 10.0% 496 9.4% >50 years old 73 2.4% 42 1.9% 115 2.2% Total 568 18.6% 414 18.8% 982 18.7% GRI 401-1: Outgoing employees by gender and region (n° and %) in 2023 Outgoing employees by region Italy Rest of EU Extra EU Total Men 245 136 193 574 % 7.3% 4.0% 5.7% 17.1% Women 123 69 206 398 % 5.4% 3.0% 9.1% 17.6% Total 368 205 399 972 % 6.5% 3.6% 7.1% 17.3% GRI 401-1: Outgoing employees by gender and region (n° and %) in 2022¹â¶ Outgoing employees by region Italy Rest of EU Extra EU Total Men 254 115 199 568 % 8.3% 3.8% 6.5% 18.6% Women 125 56 233 414 % 5.7% 2.5% 10.6% 18.8% Total 379 171 432 982 % 7.2% 3.3% 8.2% 18.7% 43 |


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Sustainability Report—2023 GRI content index Statement Stevanato Group has reported the information cited in this GRI content index for the period 1 January of use to 31 December with reference to the GRI Standards. GRI 1 used GRI 1: Foundation 2021 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES GRI 2: 2-1 Organizational details Back cover—General Disclosures Organizational details p. 7-9 2021 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 Independent Audit Report p. 48-50 2-6 Activities, value chain and other business Organizational details p. 7-9 relationships Responsible supply chain & p. 33-34 procurement 2-7 Employees Stevanato Group’s human resources p. 27-29 Annex p. 41 2-9 Governance structure and composition The company structure and main p. 11 corporate functions 2-22 Statement on sustainable development Letter to Stakeholders p. IV strategy 2-23 Policy commitments Ethics, integrity and compliance p. 12 2-27 Compliance with laws and regulations Ethics, integrity and compliance p. 12 2-28 Membership associations Participation in organizations and p. 16 associations 2-29 Approach to stakeholder engagement Approach to sustainability p. 13-15 2-30 Collective bargaining agreements Stevanato Group’s human resources p. 29 GRI 3: 3-1 Process to determine material topics Approach to sustainability p. 13-15 Material Topics 3-2 List of material topics Approach to sustainability p. 14 2021 Economic performance and value creation GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics 2021 Stakeholder value creation p. 17 GRI 201: 201-1 Direct economic value generated and Stakeholder value creation p. 17 Economic distributed Performance 2016 44 |


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Sustainability Report—2023 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES Responsible supply chain & procurement GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Responsible supply chain & p. 33-34 2021 procurement GRI 204: 204-1 Proportion of spending on local Responsible supply chain & p. 33-34 Procurement suppliers procurement Practices 2016 Business ethics, governance and compliance GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Ethics, integrity and compliance p. 12 2021 GRI 205: 205-3 Confirmed incidents of corruption and Ethics, integrity and compliance p. 12 Anti-corruption actions taken 2016 GRI 206: 206-1 Legal actions for anti-competitive Ethics, integrity and compliance p. 12 Anti-competitive behavior, anti-trust, and monopoly practices Behavior 2016 Energy consumption GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Energy consumption and GHG p. 35-37 2021 emissions GRI 302: 302-1 Energy consumption within the Energy consumption and GHG p. 36 Energy 2016 organization emissions Water management GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Water management p. 37-38 2021 GRI 303: 303-1 Interactions with water as a shared Water management p. 37-38 Water and resource Effluents 2018 303-2 Management of water discharge-related Water management p. 37-38 impacts 303-3 Water withdrawal Water management p. 38 303-4 Water discharge Water management p. 38 GHG emissions GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics 2021 Energy consumption and GHG p. 35-37 emissions GRI 305: 305-1 Direct (Scope 1) GHG emissions Energy consumption and GHG p. 36 Emissions 2016 emissions 305-2 Energy indirect (Scope 2) GHG emissions Energy consumption and GHG p. 37 emissions 45 |


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Sustainability Report—2023 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES Waste management GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics Waste management p. 39 2021 GRI 306: 306-1 Waste generation and significant Waste management p. 39 Waste 2020 waste-related impacts 306-2 Management of significant Waste management p. 39 waste-related impacts 306-3 Waste generated Waste management p. 39 Human capital management and development GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics Stevanato Group’s human resources p. 27-29 2021 Employee management and p. 29-30 development GRI 401: 401-1 New employee hires and employee Annex p. 42-43 Employment turnover 2016 GRI 405: 405-1 Diversity of governance bodies and The Company structure and main p. 11 Diversity and employees corporate functions Equal Opportunity Stevanato Group’s human resources p. 28 2016 Employee wellbeing GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics Employee management and p. 29-30 2021 development GRI 401: 401-2 Benefits provided to full-time Employee management and p. 30 Employment employees that are not provided to temporary development 2016 or part-time employees Occupational Health & Safety GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics Occupational Health & Safety p. 31-32 2021 GRI 403: 403-1 Occupational health and safety Occupational Health & Safety p. 31 Occupational management system Health and Safety 2018 403-2 Hazard identification, risk assessment, Occupational Health & Safety p. 31 and incident investigation 403-3 Occupational health services Occupational Health & Safety p. 31 403-4 Worker participation, consultation, and Occupational Health & Safety p. 31 communication on occupational health and safety 46 |


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Sustainability Report—2023 PAGE NUM. / GRI STANDARD DISCLOSURE LOCATION NOTES GRI 403: 403-5 Worker training on occupational health Occupational Health & Safety p . 31 Occupational and safety Health and Safety 2018 403-6 Promotion of worker health Occupational Health & Safety p. 31 403-7 Prevention and mitigation of Occupational Health & Safety p. 31 occupational health and safety impacts directly linked by business relationships 403-9 Work-related injuries Occupational Health & Safety p. 32 Human rights GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Ethics, integrity and compliance p. 12 2021 GRI 406: 406-1 Incidents of discrimination and Ethics, integrity and compliance p. 12 Non- corrective actions taken discrimination 2016 Local community engagement GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material topics Local community engagement p. 40 2021 GRI 413: 413-2 Operations with significant actual GRI Content Index In 2023, no Local and potential negative impacts on local significant Communities communities actual or 2016 potential negative impacts on local communities were registered. Product quality and responsibility GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Product quality and responsibility p. 26 2021 GRI 416: 416-2 Incidents of non-compliance concerning Product quality and responsibility p. 26 Customer the health and safety impacts of products and Health and services Safety 2016 Research & Development and innovation: topic not covered by topic-specific GRI Standards GRI 3: 3-3 Management of material topics Approach to sustainability p. 13-15 Material Topics Research & Development p. 21-25 2021 and innovation 47 | 


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Sustainability Report—2023 Independent Audit Report pwc Independent auditor’s limited assurance report on the Sustainability Report To the Board of Directors of Stevanato Group SpA We have undertaken a limited assurance engagement in respect of the accompanying Sustainability Report of Stevanato Group SpA and its subsidiaries (hereinafter “Stevanato Group” or the “Group”) for the year ended 31 December 2023. Responsibilities of the Directors The Directors of Stevanato Group SpA are responsible for the preparation of the Sustainability Report in accordance with the “Global Reporting Initiative Sustainability Reporting Standards” issued by GRI—Global Reporting Initiative (the “GRI Standards”), as illustrated in the “Methodological note” section of the Sustainability Report. The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of a Sustainability Report that is free from material misstatement, whether due to fraud or error, llie Directors are also responsible for defining the sustainability performance targets of tile Group, as well as for identifying its stakeholders and material topics to be reported on. Auditor’s Independence and Quality Control We are independent in accordance with the principles of ethics and independence set out in the Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) 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 firm applies International Standard on Quality Management 1 (ISQM Italia 1) and accordingly, maintains a comprehensive system of quality control including polities and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. PriceivaterhouseCoopers Business Services StI Sorielh a Tesponsabilita limitnta a socio union Scdeletalr; Milnno 20l4r> Piazw Trc Torn 2 Trl, 0272s091 Cop, Soc, Euroloo.ooo.ooC F e P.1VAr Rr£. Imprrae MrlonoMama BrionKi Lodi 06234020968—Attn L’ffid: Bart 70122 Via Abate Cimnui ~2 TeL 0S0 3640311 Fax 080 5640349—Bologna ,10124 Via Line) Carlo Farini 12 Tel, 051 6186:211—Bolzano 39100 Via Alessandro Volta 13A Tel. 0471 06665U—Brescia asm Male Duca d’Aosia 28 Tel, 030 3697501 -fagliari noias Viale Diaz 29 Tel. 070 6848774 Firrn/r 50121 Viala Gramsri is Tel. 055 2482811 Fax 055 2482899—Gmov* 16121 Puma PvrrapiKra <> Tr-I 010 29041 -Napoli 80121 Via dpi Milk” 16 Tel. 081 36161—Padova 3513S Via WertM 4 T*-l 049 873431 Fax 0498734399 I Rubano 35030 Via Belle Putte 30 I’alrrnio 90141 \ j;i Marches? Lro 60 Td. 091 6256313 Fax 091 7H29221 i 90139 Via Roma 457 Tel 091 6752111—Parma 43121 Viale Tanira 20/A Tel. 0S2l 2759U Fax 0521 781844—Pescara 65127 Piaiza FJtore Troilo 8 Roma 00154 iJTfp Fochetti 29 Tel. 06 6920731 Fax 06 69207330—Torino 10122 Corao Palestra 10 TeL on 5773211 Fax 0115773299—Trrnto 38121 Vlata delln Costihizione 33 Tel. 0461 237004 Fax 0461 239077—Trcviso 31100 Vude Feleaent 90 TeL 0422 315711 Fax D422 315798 -Trieste 34125 Via Cesara BanLsti iR Tel. 040 3480781 Fax 04a 364737 Verona37135 VLh Frajicia 21/C TeL 045 8263*1 ni Soriela wggelta all allmli di direzione e courdinaiuenlo delta PricewTrterrmustCoopro Italia Sri www,£twr.<MJrll/it 48 |


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Sustainability Report—2023 Independent Audit Report pwc Auditor’s Kesponsibilit ies Our responsibility is to express a limited assurance conclusion, based on the procedures we have performed, regarding the compliance of the Sustainability Report with the requirement* of theGRI Standards, We conducted our engagement in accordance with International Standard on Assurance Engagements—Assurance Engagements other than Audits or Reviews of Historical Fiiitmcial Information (“ISAIi 3000 revised”) issued by the International Auditing and Assnrance Standards Board for limited assurance engagements, That standard requires that we plan and perform procedures to obtain limited assurance about whether the Suslainabilily Report is free from material misstatement. Therefore, the procedures performed were less in extent than those performed in a reasonable assurance engagement conducted in accordance with [SAE 3000 Revised and, consequently; do not provide us with a sufficient level of assurance that we have become aware of all significant nuts and circumstances thai might he identified in a reasonable jissurauce engagement. The procedures performed on the Sustainability Report were based on our professional judgement and included inquiries, mainly of personnel of the Company responsible for the preparation of the information presented in the Sustainability Report, inspection of documents, recalculations and other procedures designed to obtain evidence considered useful. In detail, we performed the following procedures: 1. analysis of the process for the definition of the material topics reported in the Sustainability Report, with reference to the method of their identification in terms of priority for the various categories of stakeholders and to the internal validation of the results of the process; 2. analysis and evaluation of the identification criteria of the reporting boundary in order to verify their compliance with what is described in the “Methodological Note”; 3. comparison of the financial information reported in the section “3.1 Stakeholder value creation” of the Sustainability Report with the information included in in the Croup’s annual consolidated financial statements; 4. understanding of the processes underlying the generation, collection and management of significant qualitative and quantitative information included in the Sustainability Report; In detail, we held meetings and interviews with management personnel or the Group, and we performed limited analyses of documentary evidence to gather information about the processes and piueedures supporting the collection, consolidation, processing and submission of [ion-ftnancial information to the corporate function responsible for the preparation of the Sustainability Report, Moreover, for material information, considering the activities and characteristics of the Group: at parent company level: a) with reference to the qualitative information presented in the Sustainability Report, we carried out interviews and obtained supporting documents to verify’ its consistency with available evidence; h) with reference to quantitative in formal ion, we performed both analytical procedures and limited tests to verify, on a sample basis, the accuracy of data aggregation, 2 of 3 49 |


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Sustainability Report—2023 Independent Audit Report for the following entities, Stevanato Croup SpA (Italy) and Nuova Ompi Sii (Italy), which we selected based on their activities, contribution to performance indicators and location, we held meetings and interviews with the responsible persons and obtained documentary evidence, on a sample basis, about the correct application of the procedures and calculation methods applied for the indicators. Limited Assurance Conclusion Based on the procedures performed, nothing has come to our attention that causes us to believe that the Sustainability Report of Stevanato Group fur the year ended 31 December 2023 is not prepared, in all material respects, in accordance with the criteria set out in the GRJ Standards as illustrated in the “Methodological Note” section of the Sustainability Report. Other Matter if The comparative information presented in the Sustainability Report in relation to (he financial year ended 31 December 2022 has not been subjected to any assurance procedures. Padova, 18 April 2024 PrieewaterhouseCoopers Business Services Sri (Partner) \\ Fitmato digitaimente da; Paolo Bersani Data: 16/04/202413:10:44 50 |


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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

EX-99.4 5 d837505dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

 

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STEVANATO GROUP S.P.A.

REPORT OF THE AUDIT COMMITTEE

TO THE SHAREHOLDERS

ON THE ACTIVITIES CARRIED OUT

IN THE FINANCIAL YEAR 2023

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

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 26, 2023 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. On January 26, 2023 the Audit Committee revised the Related Parties Policy, confirming its content without modifications.

This report – prepared in accordance with the Italian law and submitted to the Shareholders’ Meeting convened for 22 May, 2024 – provides a brief description of the supervisory activities carried out by the Committee in the period from January 1, 2023 to December 31, 2023 (2023 financial year ending date) (the “Report”).

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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 4, 2023 the Committee issued its second Report of the Audit Committee to the shareholders on the activities carried out in the Financial Year 2022.

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

In 2023, eight 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 Chief Financial Officer (Mr. Marco Dal Lago), the Chief Information Officer (Mr. Lorenzo Bendinelli), the General Counsel, Senior Vice President, Company Secretary (Mr. Douglas J. Bruno), the Senior Vice President Investor Relations (Ms. Lisa Miles), the Internal Auditor (Ms. Andrea Damian), the Group Planning and Control Director (Mr. Alessandro Gioga) then replaced by Senior Director, Group Planning & Control (Mr. Diego Benatti), the Consolidation and Administration Manager (Ms. Silvia Stella), the Treasury Manager (Mr. Giuliano Dalla Cia), the Tax Director (Mr. Marco Toniolo), the iDigital and IT Director (Mr. Nicola Gianese), the Regional AFC Americas (Mr. Alessandro Gioga after his move to America Region), the HR Internal Communication Coordinator / AFC Project Manager (Ms. Elisabeth Marin), the Legal Manager (Ms. Leila Petrelli), the Compliance Manager (Claudia Costa), 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) until the meeting held on May 3, 2023 and then the auditors responsible for the auditing of the Company’s financial statements as appointed at the Shareholder meeting of May 24, 2023, by the Audit Firm PricewaterhouseCoopers S.p.A. (Mr. Filippo Zagagnin and Mr. Scott Cunningam).

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

 

     
Partecipants    Number of meetings    Percentage of attendance 
     

 William Federici

   8   100%
     

 Fabrizio Bonanni

   8   100%
     

 Fabio Buttignon

   8   100%
     

 Executive Chairman

   6   75%
     

 CEO

   7   87,5%
     

 CFO

   7   87,5%
     

 CIO

   1   12,5%
     

 General Counsel, Senior Vice President, Company Secretary

   7   87,5%
     

 Investor Relations Senior Vice President

   4   50%
     

 Internal Auditor

   8   100%
     

 Group Planning and Control Director/ Senior Director, Group Planning & Control

   3   37,5%
     

 Consolidation and Reporting Manager

   6   75%
     

 Treasury Manager

   2   25%
     

 Tax Director

   3   37,5%
     

 iDigital and IT Director

   1   12,5%
     

 Regional AFC Americas

   1   12,5%

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

 

HR Internal Communication Coordinator / AFC Project Manager

   8    100%
     

Legal Manager

   7    87,5%
     

Compliance Manager

   1    12,5%
     

EY S.p.A.

   4    50%
     

PwC S.p.A.

   3    37,5%

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

- Mr. William Federici at nine (9) Board of Directors meetings, three (3) ESG Committee meetings and five (5) Business & Strategy Committee meetings; and

- Mr. Fabrizio Bonanni at nine (9) Board of Directors meetings, three (3) meetings of the Nominating & Corporate Governance Committee and five (5) meetings of the Business & Strategy Committee.

- Mr. Fabio Buttignon at eight (8) Board of Directors meetings.

 

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 2023, 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 (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 Chief Information Officer, the Group Planning and Control Director, the General Counsel, , the Consolidation and Reporting Manager, 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, particularly, 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 2023, also considering the continuous implementation of the regional structure, we point out the following:

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

  -

the appointment of the Chief Information Officer - a new role within the Group;

 

  -

the appointment of the Chief HR Officer–a new role within the Group;

 

  -

the reorganization of the Drug Delivery System function, and the appointment of the Vice President Business Line – a new role within the Group;

 

  -

the appointment of the OPEX Director;

 

  -

the appointment of the HSE Director;

 

  -

the reorganization of the Engineering department with appointment of the Vice President Engineering Operation;

 

  -

reconstitution of the compliance function with the appointment of the Compliance Manager.

The Company has also continued the reorganization based on a central corporate structure and 3 regions: EMEA, Americas, and APAC.

After implementation of the Americas Region then the EMEA Region and the APAC Region organization started.

In January 2023, the implementation of the EMEA Region started and there was the appointment of the Senior Vice President, EMEA, with (i) Regional Business, (ii) Regional Operations, (iii) Regional Quality, (iv) Regional HR and (v) Regional AFC, all functions reporting to the Senior Vice President, EMEA.

The establishment of the third region – the APAC Region – became effective in July 2023, led by Senior Vice President, APAC. On November 1, 2023 the Regional Business Director – Greater China has been appointed.

 

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 high-level roles:

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

   

the governing body, which delegates responsibility and provides resources to management for achieving the objectives of the organization, maintains oversight of compliance with legal, regulatory, and ethical expectations, set the tone of the top and related culture promoting ethical behaviour and accountability, engages with stakeholders to monitor their interests and communicate transparently on the achievement of objectives;

 

   

management level (first and second line roles) with the accountability for executing the controls identified to mitigate risks related to day-by-day activities included in the processes they are responsible. Moreover, the management is responsible for establishing and maintaining appropriate structures and processes for the management of operations and risks (including internal control), ensuring compliance with legal, regulatory, and ethical values. These functions, among others, include Compliance, Legal & Corporate Affairs, Quality, HSE & Sustainability)

 

   

internal audit, which provides independent and objective assurance and advice to management and the governing body on the adequacy and effectiveness of governance and risk management (including internal control) to support the achievement of organizational objectives and to promote and facilitate continuous improvement, on the basis of a risk-based approach. Internal audit cooperates with external assurance providers, such as external auditors providing additional assurance in order to meet legislative and regulatory expectations to protect the interests of stakeholders.

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 Internal Audit Manager, as well as the Audit Firm and the Management of AFC, IT and Legal areas.

Since the Company became a U.S. listed company, and therefore subject to the reporting requirements of the Sarbanes-Oxley Act, management has been working on the compliance of the internal control system over financial reporting. Activities have included, considering adequate priorities, the following areas: i) risk assessment and scoping activities aimed at identifying risks relevant for the Group; ii) formalization of risk and control matrices for the identified companies and processes, including the definition of Information Technology General Controls for the systems considered relevant for the disclosure of our financial statements; and iii) implementation of adequate monitoring activities, including testing activities to verify the effectiveness of the established internal control framework.

Effective as of December 31, 2023, the Company’s status as an Emerging Growth Company (ECG) ended considering that as of June 30, 2023, the Company had a non-affiliated public float of more $700m, though becoming a Large Accelerated Filer and losing the exemptions foreseen for EGC companies. Accordingly, the internal control system has been assessed regarding its effectiveness based on the criteria established in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

The verification and testing activities based on the assessment carried out as of 31 December 2023 revealed several material weaknesses in the structure of the internal control system, mainly related to the awareness and experience of the control owners, the formalization and documentation of controls, the general information technology processes and controls and the segregation of duties.

In particular, the identified material weaknesses have been reported and discussed with the Audit Committee and disclosed in “ITEM 15 – CONTROLS AND PROCEDURES” at page 150 and following in the 20-F, filed on March 7, 2024.

The Audit Committee has not identified any other significant issues to report.

 

4.2.

SUPERVISORY ACTIVITIES ON THE ADEQUACY OF THE RISK MANAGEMENT SYSTEM.

Currently, the Company has in place a formalized risk management process with reference to the legal and financial risks. 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.

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

The Committee examined in particular:

 

  I.

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”.

 

  II.

The purchase of a land in Mexico which has been approved by the Committee according to the existing Related Parties Policy due to the fact that the Executive Chairman of Stevanato Group S.p.A. is also a member of the Board of Directors of the holding company of the Mexican seller;

 

  III.

Interest Rate Risk Management Policy. The Committee members received and examined the policy, in which the objectives, strategies, roles, responsibilities and rules to be followed for the management of interest rate fluctuation risk are formalized. The Committee expressed a favorable opinion and recommended the policy approval to the Board of Directors.

 

  IV.

Appointment of Supervisory Body pursuant to Legislative Decree no. 231/2001. The Committee members received an update regarding the expiration of the Supervisory Body and the proposal of renewal of the Supervisory Body in the same current composition for a period of one year, noting that a Group function dedicated to compliance topics had been reconstituted in 2023. The Committee expressed a favorable opinion and recommended the appointment of such Supervisory Body.

 

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 Compliance Manager, Internal Audit, 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 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.

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

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.

During calendar year 2023, according to the Plan 2023, the Supervisory Body carried out several audit concerning the operation of Model 231, by interviewing the management of the Company directly involved on the topics investigated and by examination of documentation made available.

In-depth studies were carried out on the “risk-crime areas” pursuant to Legislative Decree no. 231/2001 identified by the Model 231 and focused on the following crimes:

 

  -

IT crimes referred to in art. 25-bis of Legislative Decree no. 231/2001;

 

  -

corporate and tax crimes referred to in articles. 25-ter and 25-quinquiesdecies of Legislative Decree no. 231/2001 taking as reference the results of the Internal Auditing Control Plan;

 

  -

corporate crimes and those referring to the administrative-accounting area in relation to the sensitive activity of “treasury management”;

 

  -

corruption crimes referred to in articles. 25 and 25-ter, paragraph 1, letter. s-bis of Legislative Decree no. 231/2001 in relation to the sensitive process linked to “donations and other liberal donations”;

 

  -

crimes relating to health and safety at work referred to in art. 25-septies of Legislative Decree no. 231/2001.

With reference to the information flows, the Supervisory Body sent to head of the relevant function the “Form for the periodic reporting of relevant events”, collecting relevant feedback. The feedback received from the Supervisory Body did not highlight any noteworthy reports.

With regard to further compliance control processes, it is pointed-out that, during 2023, the Company has revised the existing “Anti-Bribery”, “Insider Trading” and “Global Sanctions and Export Controls” policies.

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.

 

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, 2023.

Moreover, the Committee reviewed the financial results for the first quarter 2023, the financial results for the second quarter of 2023 and the first half of 2023, the financial results for the third quarter of 2023, and the financial results for the fourth quarter of 2023 and entire financial year 2023, 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 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.

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

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 2023; (ii) the second quarter of 2023 and the first half of 2023 (iii) the third quarter of 2023 and (iv) on the fourth quarter 2023and the full year 2023, 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.

On May 24, 2023, the Ordinary Shareholders’ Meeting of the Company appointed 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 relevant to Stevanato 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, in accordance with the terms and conditions of the offer submitted by PricewaterhouseCoopers S.p.A. on February 7, 2023.

In particular, the mentioned offer envisaged 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.

Such compensation convers the auditing and verification activities that PricewaterhouseCoopers S.p.A. is required to carry out, pursuant to Sec. 404 of the Sarbanes-Oxley Act, on the internal controls over the financial reporting process for the consolidated financial statements with respect to different companies belonging to the Stevanato Group.

Following several exchanges with PricewaterhouseCoopers S.p.A., it seemed to be more appropriate, on grounds of relevance and in light of the companies within PwC’s network that actually carry out the above auditing and verification activities, that part of such costs are borne by the Stevanato’s subsidiaries to which they relate, instead of by Stevanato, without prejudice to the scope of the overall audit activities carried out to the benefit of the Stevanato Group.

Given the above, on December 11, 2023, PricewaterhouseCoopers S.p.A. submitted an offer to the Company to amend the terms and conditions of the current audit appointment.

This offer covers the performance of the following auditing activities for the financial years 2023, 2024 and 2025 to the benefit of Stevanato alone:

 

(i)

statutory audit of the financial statements of Stevanato (including periodic verification of regular bookkeeping, in accordance with Legislative Decree no. 39/2010);

 

(ii)

statutory audit of the consolidate financial statements of Stevanato Group;

 

(iii)

audit of the financial statements included in Form-20 prepared in accordance with the regulations issued by the SEC;

 

(iv)

audit of the internal controls over the consolidated financial reporting process of the Stevanato Group pursuant to section 404 of the Sarbanes-Oxley Act (the “SOX Services”), limited to the activities that will be carried out on Stevanato, Nuova Ompi S.r.l. and Spami S.r.l.;

 

(v)

review of the consolidated interim financial statements for the years 2023 (limited to the quarterly financial results as of 30 June 2023 and 30 September 2023), 2024 and 2025, in accordance with PCAOB AS 4105 Reviews of Interim Financial Information;

 

(vi)

with reference to financial year 2023, SOX Services limited to the audits to be carried out on SG Denmark and Ompi N.A. S de RL de CV, and to financial years 2023 and 2024, SOX Services limited to the audits to be carried

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

 

out on Balda C. Brewer Inc. and Ompi of America Inc., together with the full-scope audit with materiality threshold of the consolidation packages of the these subsidiaries.

Based on the offer submitted by PricewaterhouseCoopers S.p.A., the latter requests to be granted, in consideration for the performance of the auditing activities summarized above, an annual compensation amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus VAT and other applicable expenses.

It is pointed out that other Group’s companies appointed audit firms belonging to the network of PricewaterhouseCoopers S.p.A. as their statutory auditors. In the financial year 2023, the Company did not appoint the Audit Firm or companies belonging to its network for the provision of non-audit services,

On February 10, 2023, the Audit Firm issued the required statement confirming its independence.

On April 9, 2024the Audit Committee issued the Substantiated proposal of the Audit Committee for the shareholders to resolve upon item 5 on the agenda for the Ordinary Shareholders’ Meeting of the Company: “Adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s and 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; related resolutions.

The Audit Committee considered it advisable that Stevanato accepts the offer submitted by PricewaterhouseCoopers S.p.A. on December 11, 2023 for the following reasons:

 

  -

the envisaged amendments to the terms and conditions of the appointment of PricewaterhouseCoopers S.p.A. referred to above are consistent with the scope of the audit and verification activities actually carried out by PricewaterhouseCoopers S.p.A. to the benefit of Stevanato alone;

 

  -

the compensation requested by PricewaterhouseCoopers S.p.A. in consideration for the auditing activities summarized above is adequate in light of the complexity of the activity to be carried out by the external auditor and of the relevant responsibilities, and in line with the market standards, based on the knowledge of the Audit Committee members.

In light 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 5, 2024, we submit to you, in relation to item 5 of the agenda of the shareholders’ meeting convened on May 22, 2024, the proposal to:

 

   

to amend the terms and conditions of the appointment granted to PricewaterhouseCoopers S.p.A. for the auditing of the Company’s financial statements and the consolidated financial statements, as well as 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 2023, 2024 and 2025, by resolution of the Company’s Shareholders’ Meeting on May 24, 2023, as provided for by the offer submitted by PricewaterhouseCoopers S.p.A. on February 11, 2023;

 

   

to adjust the annual compensation granted to PricewaterhouseCoopers S.p.A. by resolution of the Company’s Shareholders’ Meeting on May 24, 2023, by granting to PricewaterhouseCoopers S.p.A., in consideration for the performance of the activities indicated above, an overall compensation amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus VAT and expenses, as further detailed in the offer submitted by PricewaterhouseCoopers S.p.A. on December 11, 2023.

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.

 

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Stevanato Group S.p.A.

 

Report of the Audit Committee to the Shareholders

On the Activities Carried Out in the Financial Year 2023

 

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.

 

7.

OMISSIONS AND OBJECTIONABLE FACTS - OPINIONS 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 2023.

 

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 2023, 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 2023, 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 2023 (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 9, 2024   

On behalf of the Management Control Committee

 

The Chairman – William Federici

 

 

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EX-99.5 6 d837505dex995.htm EX-99.5 EX-99.5

 

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   Exhibit 99.5

 

 

 

 

 

STEVANATO GROUP S.P.A.

NOMINATING AND CORPORATE

GOVERNANCE COMMITTEE’S REPORT

FOR 2023

 

 

 

 

 

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

Introduction

This Nominating and Corporate Governance Committee’s Report (hereinafter “the Report”) covers the period 1 January 2023– 31 December 2023 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.

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

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 2023, the Board of Directors has been convened n. 9 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. On May 6, 2022 we appointed the Lead Independent Director. Each of these committees and the Lead Independent Director 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

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

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 2023, the Audit Committee has been convened n. 8 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;

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

   

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.

During2023 , the Compensation Committee has been convened n. 6 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 2023, 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.

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

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 2023, the Business & Strategy Committee has been convened n. 5 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 2023, the ESG Committee has been convened n. 4 times.

 

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Stevanato Group S.p.A.

 

Nominating and Corporate

Governance Committee’s Report for 2023

 

Lead Independent Director

On May 6, 2022 the Charter of the Lead Independent Director has been approved by the Board of Director and Fabrizio Bonanni has been appointed as Lead Independent Director on May 3, 2023, as renewal of the previous appointment in May 6, 2022.

The Lead Independent Director is responsible for, among other things:

 

   

consult with the Board chairman as to an appropriate schedule of Board meetings, seeking to ensure that the Independent Directors can perform their duties responsibly and in a manner consistent with the operations of the Company and its group;

 

   

advise the Board chairman as to the information necessary or appropriate for the Independent Directors to effectively and responsibly perform their duties and provide feedback on the quality, quantity and timeliness of information submitted by management;

 

   

call meetings of the Independent Directors, as appropriate, and serve as chairman of said meetings;

 

   

provide Independent Directors with adequate opportunities to meet and discuss issues in meetings of the Independent Directors, and encouraging participation by fostering an environment of open dialogue and constructive feedback among Independent Directors, as appropriate;

 

   

serve as principal liaison between the Independent Directors and the Board chairman and between the Independent Directors and Senior Management;

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

 

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Nominating and Corporate

Governance Committee’s Report for 2023

 

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 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.

 

 

 

 

 

 

 

 

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EX-99.6 7 d837505dex996.htm EX-99.6 EX-99.6

Exhibit 99.6

 

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Report on remuneration policy and practices

 

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April 2024


Stevanato Group Remuneration Policy approach

 

  1.

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 in close cooperation with Group management, to define 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.

 

  2.

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

 

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Stevanato Group 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.

 

  a.

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.

 

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  b.

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.

 

  c.

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 non-financial metrics (such as strategic objectives linked to business plan priorities, ESG performance areas, Human Capital Management priorities 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 is based on individual KPIs which are focused on the following areas: (i) Strategic Projects; (ii) Costumer & Market; (iii) People; (iv) ESG

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 range 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. To this end, at the December 15th 2022 meeting, the Board of Directors, following the proposal of the Compensation Committee, approved the Long Term Incentive Plan 2023-2027. The Plan is aimed 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”).

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.

 

  d.

Benefits

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.

 

  4.

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.

 

  5.

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 proposal of specific targets on DE&I within the Short-Term Incentive scorecard of the CEO and top management, and where progress is regularly monitored.

EX-99.7 8 d837505dex997.htm EX-99.7 EX-99.7

Exhibit 99.7

Draft – 05.04.24

[on SG letterhead]

 

Stevanato Group S.p.A.

Ordinary Shareholders’ Meeting

on May 22, 2024

Item 5 of the Agenda – Adjustment of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements and 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; related resolutions.

Substantiated proposal of the Audit Committee

Dear Shareholders,

following the listing of the ordinary shares of Stevanato Group S.p.A. (“Stevanato” or the “Company”) on the New York Stock Exchange, Stevanato is required to appoint an external auditor to carry out the various tasks and activities provided for by Italian an US laws and regulations, for a period of three financial years.

These tasks and activities 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 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 and its Italian subsidiaries; (iv) verification of the proper keeping of the company accounts and the correct recording of operating events in the accounting records of Stevanato and of its Italian subsidiaries; (v) auditing of the financial statements of the non-Italian Stevanato’s subsidiaries 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.

Currently, the above tasks and activities are carried out by PricewaterhouseCoopers S.p.A. (“PwC”) and other audit firms within PwC’s international network, based on separate appointments made by Stevanato and other relevant Stevanato’s subsidiaries (Stevanato and its subsidiaries, jointly, the “Stevanato Group”).

As regards Stevanato, on May 24, 2023, the Ordinary Shareholders’ Meeting of the Company appointed PwC as Company’s external auditor for the auditing of the Company’s financial statements and consolidated financial statements, and the performance of the further tasks and activities relevant to Stevanato 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, at the terms and conditions of the offer submitted by PwC on February 7, 2023.

 

1


Draft – 05.04.24

[on SG letterhead]

 

In particular, the mentioned offer envisaged 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.

Such compensation convers the auditing and verification activities that PwC is required to carry out, pursuant to Sec. 404 of the Sarbanes-Oxley Act, on the internal controls over the financial reporting process for the consolidated financial statements with respect to different companies belonging to the Stevanato Group.

Following exchanges with PwC, it seemed to be more appropriate, on grounds of relevance and in light of the audit firms within PwC’s network that actually carry out the above auditing and verification activities, that part of such costs are borne by the Stevanato’s subsidiaries to which they relate, instead of by the Company, without prejudice to the scope of the overall audit activities carried out to the benefit of the Stevanato Group.

Given the above, on December 11, 2023, PwC submitted an offer to the Company to amend the terms and conditions of the current audit appointment.

This offer covers the performance of the following auditing activities for the financial years 2023, 2024 and 2025 to the benefit of Stevanato alone:

 

(i)

statutory audit of the financial statements of Stevanato (including periodic verification of regular bookkeeping, in accordance with Italian Legislative Decree no. 39/2010);

 

(ii)

statutory audit of the consolidated financial statements of Stevanato Group;

 

(iii)

audit of the financial statements included in Form-20 prepared in accordance with the regulations issued by the SEC;

 

(iv)

audit of the internal controls over the consolidated financial reporting process of the Stevanato Group pursuant to section 404 of the Sarbanes-Oxley Act (the “SOX Services”), limited to the activities that will be carried out on Stevanato, Nuova Ompi S.r.l. and Spami S.r.l.;

 

(v)

limited review of the consolidated interim financial statements for the years 2023 (limited to the quarterly financial results as of 30 June 2023 and 30 September 2023), 2024 and 2025, in accordance with PCAOB AS 4105 Reviews of Interim Financial Information;

 

(vi)

with reference to financial year 2023, SOX Services limited to the audits to be carried out on SG Denmark and Ompi N.A. S de RL de CV, and to financial years 2023 and 2024, SOX Services limited to the audits to be carried out on Balda C. Brewer Inc. and Ompi of America Inc., together with the full-scope audit with materiality threshold of the consolidation packages of the these subsidiaries.

The offer submitted by PwC envisages an annual compensation, in consideration for the performance of the auditing activities summarized above, amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus VAT and other applicable expenses.

As set forth by both the Italian Legislative Decree no. 39/2010 and the SEC and PCOAB provisions, and in compliance with the Charter of Stevanato’s Audit Committee, at the meeting of April 9, 2024, the Audit Committee expressed a positive opinion on the offer presented by PwC.

In particular, the Audit Committee considered it advisable that Stevanato accepts the offer submitted by PwC on December 11, 2023 for the following reasons:

 

2


Draft – 05.04.24

[on SG letterhead]

 

  -

the envisaged amendments to the terms and conditions of the appointment of PwC referred to above are consistent with the scope of the audit and verification activities actually carried out by PwC to the benefit of Stevanato;

 

  -

the compensation requested by PwC in consideration for the auditing activities summarized above is adequate in light of the complexity of the activities to be carried out by the external auditor and of the relevant responsibilities, and - based on the knowledge of the Audit Committee members - in line with the market standards.

In light 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 9, 2024, we submit to you, in relation to item 5 of the agenda of the Ordinary Shareholders’ Meeting convened on May 22, 2024, the proposal to:

 

   

to amend the terms and conditions of the appointment granted to PricewaterhouseCoopers S.p.A. for the auditing of the Company’s financial statements and consolidated financial statements, as well as 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 2023, 2024 and 2025, by resolution of the Ordinary Shareholders’ Meeting of the Company on May 24, 2023, as provided for by the offer submitted by PricewaterhouseCoopers S.p.A. on February 11, 2023 and summarized above; and

 

   

to adjust the annual compensation granted to PricewaterhouseCoopers S.p.A. by resolution of the Ordinary Shareholders’ Meeting of the Company on May 24, 2023, by granting to PricewaterhouseCoopers S.p.A., in consideration for the performance of the activities indicated above, an overall compensation amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus VAT and expenses, as further detailed in the offer submitted by PricewaterhouseCoopers S.p.A. on December 11, 2023 and summarized above.

*  *   *

Piombino Dese, April 9, 2024.

 

The Chairman of the Audit Committee

 

William Federici

 

3

EX-99.8 9 d837505dex998.htm EX-99.8 EX-99.8

Exhibit 99.8

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