consolidated financial statements; (vii) activities preparatory to the signing of tax returns in accordance with Italian law; (viii) review and full auditing of the Companys
internal control system in compliance with US law (Sarbanes-Oxley Act (SOX)) requirements.
Currently, the above tasks and activities are carried
out by PwC and other audit firms within PwCs international network, based on separate appointments made by Stevanato and other relevant Stevanatos 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 Companys
external auditor for the auditing of the Companys 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 PwCs network that actually carry out
the above auditing and verification activities, that part of such costs are borne by the Stevanatos 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 Companys website, section Corporate Governance Shareholders Meeting 2024 at the address
https://ir.stevanatogroup.com/shareholders-meetings?year=2024.
Based on the above, Stevanatos shareholders are asked to approve, upon substantiated proposal presented by Audit Committee, the following
resolution:
The Shareholders Meeting
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pursuant to Article 13, par. 1, of Legislative Decree no. 39 of 27 January 2010; |
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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
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