6-K
Stevanato Group S.p.A. (STVN)
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 April 2025
Commission File Number: 001-40618
Stevanato Group S.p.A.
(Translation of registrant’s name into English)
Via Molinella 17
35017Piombino 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 ☐
EXPLANATORY NOTE
This report on Form 6-K (the “report”) and the exhibits to this report contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect the current views of Stevanato Group S.p.A. (“we”, “our”, “us”, “Stevanato Group”, the “Company” and, together with its subsidiaries, the “Group”). These forward-looking statements include, or may include, words such as “anticipate,” “assumes,” “believe,” “derive,” “drive,” “estimated,” “forecast,” “foreseeable,” “future,” “growing,” “increase,” “may,” “plan,” “potential,” “remain,” “to be,” “will,” “would,” and other similar terminology. Forward-looking statements contained in this report include, but are not limited to, statements about: our future financial performance, including our revenue, operating expenses and our ability to maintain profitability and operational and commercial capabilities; our expectations regarding the development of our industry and the competitive environment in which we operate; the expansion of our plants and sites, and our expectations related to our capacity expansion; the global supply chain and our committed orders; customer demand and customers’ ability to destock higher inventories accumulated during the COVID-19 pandemic; the success of our initiatives to optimize the industrial footprint, harmonize processes and enhance supply chain and logistics strategies; our geographical and industrial footprint; and our goals, strategies and investment plans. These statements are neither promises nor guarantees but involve known and unknown risks, uncertainties and other important factors and circumstances that may cause Stevanato Group’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including conditions in the U.S. capital markets, negative global economic conditions, inflation, the impact of the conflict between Russia and Ukraine, the evolving events in Israel and Gaza, supply chain and logistical challenges and other negative developments in Stevanato Group’s business or unfavorable legislative or regulatory developments. The following are some of the factors that could cause our actual results to differ materially from those expressed in or underlying our forward-looking statements: (i) our product offerings are highly complex, and, if our products do not satisfy applicable quality criteria, specifications and performance standards, we could experience lost sales, delayed or reduced market acceptance of our products, increased costs and damage to our reputation; (ii) we must develop new products and enhance existing products, adapt to significant technological and innovative changes and respond to introductions of new products by competitors to remain competitive; (iii) if we fail to maintain and enhance our brand and reputation, our business, results of operations and prospects may be materially and adversely affected; (iv) we are highly dependent on our management and employees. Competition for our employees is intense, and we may not be able to attract and retain the highly skilled employees that we need to support our business and our intended future growth; (v) our business, financial condition and results of operations depend upon maintaining our relationships with suppliers and service providers; (vi) our business, financial condition and results of operations depend upon the availability and price of high-quality materials and energy supply and our ability to contain production costs; (vii) significant interruptions in our operations could harm our business, financial condition and results of operations; (viii) as a consequence of the COVID-19 pandemic, sales of syringes and vials to and for vaccination programs globally increased resulting in a revenue growth acceleration. The demand for such products may shrink, as the need for COVID-19 related solutions continue to decline; (ix) our manufacturing facilities are subject to operating hazards which may lead to production curtailments or shutdowns and have an adverse effect on our business, results of operations, financial condition or cash flows; (x) our business, financial condition and results of operations may be impacted by our ability to successfully expand capacity to meet customer demand; (xi) the loss of a significant number of customers or a reduction in orders from a significant number of customers, including through destocking initiatives or lack of transparency of our products held by customers, could reduce our sales and harm our financial performance; (xii) we may face significant competition in implementing our strategies for revenue growth in light of actions taken by our competitors; (xiii) our global operations are subject to international market risks that may have a material effect on our liquidity, financial condition, results of operations and cash flows; (xiv) we are required to comply with a wide variety of laws and regulations and are subject to regulation by various federal, state and foreign agencies; (xv) given the relevance of our activities in the healthcare sector, investments by non-Italian entities in the Company, as well as certain asset disposals by the Company, may be subject to the prior authorization of the Italian Government (so called “golden powers”); (xvi) if relations between China and the U.S. deteriorate (including in connection with the current trade policy of the U.S.
government), our business in the U.S. and China could be materially and adversely affected; (xvii) the U.S. government recently imposed tariffs on certain products manufactured in several jurisdictions, including China and the European Union, and has made announcements regarding the potential imposition of tariffs on other jurisdictions. Such tariffs as well as other trade policies that the U.S. government may implement in the future and the restrictive trade measures that other countries may adopt in response thereto, could adversely affect our business by making more difficult or costly to trade goods between different jurisdictions; (xviii) cyber security risks and the failure to maintain the confidentiality, integrity and availability of our computer hardware, software and internet applications and related tools and functions, could result in damage to our reputation, data integrity and/or subject us to costs, fines or lawsuits under data privacy or other laws or contractual requirements; (xix) our trade secrets may be misappropriated or disclosed, and confidentiality agreements with directors, employees and third parties may not adequately prevent disclosure of trade secrets and protect other proprietary information; (xx) if we are unable to obtain and maintain patent protection for our technology, products and potential products, or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets; (xxi) we depend in part on proprietary technology licensed from others, and if we lose our existing licenses or are unable to acquire or license additional proprietary rights from third parties, we may not be able to continue developing our potential products; and (xxii) we are obligated to maintain proper and effective internal controls over financial reporting. Our internal controls were not effective for the year ended December 31, 2024, and in the future may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our ordinary shares. This list is not exhaustive. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements.
These forward-looking statements speak only as at their dates. The Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of these factors. Further, the Company cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statements.
For a description of certain additional factors that could cause the Company’s future results to differ from those expressed in any such forward-looking statements, refer to the risk factors discussed in our Annual Report on Form 20-F for the year ended December 31, 2024 filed with the U.S. Securities and Exchange Commission on March 6, 2025.
EXHIBIT INDEX
The following exhibits are furnished as part of this Form 6-K:
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.
Date: May 2, 2025
| Stevanato Group S.p.A. | |
|---|---|
| By: | /s/ Franco Stevanato |
| Name: | Franco Stevanato |
| Title: | Chief Executive Officer |
EX-99.1
Exhibit 99.1
Published on April 11, 2025
Convening Notice
to the Ordinary General Meeting of Shareholders
On May 23, 2025
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 23, 2025 at 4:00 p.m. CEST (10:00 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, 2024; presentation of the<br>reports of the directors and of the external auditor PricewaterhouseCoopers S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2024; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2024; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating and<br>Corporate Governance Committee; related resolutions. |
|---|---|
| 2. | Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions.<br> |
| --- | --- |
| 3. | Appointment of the Board of Directors: determination of the term of the Board of Directors;; determination of the<br>number of members of the Board of Directors; appointment of the 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<br>resolutions. |
| --- | --- |
| 5. | Increase of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the<br>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<br>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.<br> |
| --- | --- |
* * *
I. Right to attend and vote at the Shareholders’ Meeting
Pursuant to Article 2355 of the Italian Civil Code and Articles 7.1, 7.6 and 11 of the Bylaws, the right to attend and/or vote at the Shareholders’ Meeting is regulated as follows:
| (i) | persons, other than Stevanato itself, being registered on the Company’s Shareholders’ Book (LibroSoci) 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<br>modalities set out in paragraph II.1 below; |
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| (ii) | persons, other than Stevanato itself, being registered on both the Company’s US Shareholders’ Register and<br>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,<br>in case such day is not a trading day, on the preceding trading day), i.e. on April 28, 2025, at 4:00 p.m. EDT (10:00 p.m. CEST) (such date, the “Record Date”; such persons, the “RegisteredShareholders”) are entitled to attend and vote at the Shareholders’ Meeting according to the modalities set out in paragraph II.1 below; |
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| (iii) | persons, other than Stevanato itself, holding, directly or through brokers or other intermediaries, the beneficial<br>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.<br>(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<br>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<br>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. (“Computershare US”), at the address resulting from the Shareholders’ Book (Libro Soci), (i) this notice, (ii) a form to be completed by the Class A Shareholders and Registered Shareholders intending to attend personally (or, if legal entities, by the legal representative or other attorney) the Shareholders’ Meeting to provide the participants’ relevant personal information (the “Participant Information Form”), and (iii) a form to be completed by the Class A Shareholders and Registered Shareholders in order to appoint Computershare IT or another Proxy to attend and vote at the Shareholders’ Meeting on their behalf and
provide it with voting instructions on the items on the agenda (the “Proxy Card”). Instructions for completing and returning, as applicable, the Participant Information Form or the Proxy Card to the Company or Computershare US and joining the Shareholders’ Meeting via teleconference shall be included therein.
Class A Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required attachments, to the Company (or, in case Computershare IT is appointed as Proxy, to Computershare IT) preferably by May 19, 2025, at 4:30 p.m. EDT (10:30 p.m. CEST).
Registered Shareholders shall return, as applicable, the Participant Information Form or the Proxy Card, together with the required attachments, to Computershare US by May 19, 2025, 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 22, 2025, at 4:00 p.m. EDT (10:00 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 candidatedirectors 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).
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 25, 2025 (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 working 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 25, 2025, 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 2025: https://ir.stevanatogroup.com/shareholders-meetings?year=2025.
| ● | this Convening Notice; |
|---|---|
| ● | Explanatory Report on the matters on the agenda of the Shareholders’ Meeting, including full texts of the<br>resolutions to be proposed to the Shareholders’ Meeting; |
| --- | --- |
| ● | Stevanato’s draft financial statements for the financial year ended on December 31, 2024;<br> |
| --- | --- |
| ● | Stevanato’s consolidated financial statements for the financial year ended on December 31, 2024;<br> |
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| ● | Directors’ Report for the financial year ended on December 31, 2024; |
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| ● | Report of the external auditor PricewaterhouseCoopers S.p.A. on the Stevanato’s draft financial statements for<br>the financial year ended on December 31, 2024; |
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| ● | Sustainability Report for the financial year ended on December 31, 2024; |
| --- | --- |
| ● | Reports of the Audit Committee, of the Compensation Committee, and of the Nominating and Corporate Governance<br>Committee for the financial year ended on December 31, 2024; |
| --- | --- |
| ● | Substantiated proposal of the Audit Committee on the adjustment of the compensation granted to PricewaterhouseCoopers<br>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<br>and US laws and regulations, for the financial years ending on December 31, 2023, December 31, 2024, and December 31, 2025. |
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The aforementioned documents may be examined at the Company’s registered office only if so permitted by the applicable laws.
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| The Executive Chairman of the Board of Directors |
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| Franco Stevanato |
EX-99.2
Exhibit 99.2
Stevanato Group S.p.A.
Ordinary Shareholders’ Meeting
onMay 23, 2025
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 23, 2025, at 4:00 p.m. CEST (10:00 a.m. EDT), by notice published on April 11, 2025 (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, 2024; presentation of the<br>reports 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, 2024; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2024; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating and<br>Corporate Governance Committee; related resolutions. |
|---|---|
| 2. | Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions.<br> |
| --- | --- |
| 3. | Appointment of the Board of Directors; determination of the term of the Board of Directors; determination of the<br>number of members of the Board of Directors; appointment of the 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<br>resolutions. |
| --- | --- |
| 5. | Increase of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the<br>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<br>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<br> |
| --- | --- |
(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 “BeneficialShareholders”), 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. (“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, 2024; presentation of thereports of the directors and of the external auditor PricewaterhouseCoopers S.p.A.; presentation of the consolidated financial statements for the financial year ended on December 31, 2024; presentation of the consolidated non-financial statements (Sustainability Report) for the financial year ended on December 31, 2024; presentation of the reports of the Audit Committee, of the Compensation Committee, of the Nominating andCorporate Governance Committee; related resolutions. |
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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, 2024, approved by the Board of Directors on April 10, 2025, which show net profits amounting to Euro 33,824,844.00.
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, 2024:
| – | Stevanato’s consolidated financial statements for the financial year ended on December 31, 2024, approved<br>by the Board of Directors on April 10, 2025; |
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| – | Sustainability Report for the financial year ended on December 31, 2024, approved by the Board of Directors on<br>April 10, 2025, following the favorable opinion of the ESG Committee issued on April 8, 2025; |
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| – | Directors’ Report for the financial year ended on December 31, 2024, approved by the Board of Directors on<br>April 10, 2025; and |
| --- | --- |
| – | Report of the external auditor, to be issued by PwC by April 28, 2025 (i.e., the Record Date).<br> |
| --- | --- |
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, 2024, approved by the Audit<br>Committee on April 9, 2025; |
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| – | Report of the Nominating and Corporate Governance Committee for the financial year ended on December 31, 2024,<br>approved by the Nominating and Corporate Governance Committee on April 9, 2025; |
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| – | Report of the Compensation Committee for the financial year ended on December 31, 2024, approved by the<br>Compensation Committee on April 7, 2025. |
| --- | --- |
Stevanato’s draft financial statements for the financial year ended on December 31, 2024, 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 2025, at the address https://ir.stevanatogroup.com/shareholders-meetings?year=2025, in accordance with applicable legal provisions (and, in any case, by the Record Date of April 28, 2025).
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, 2024, inthe draft presented by the Board of Directors, which show net profits amounting to Euro 33,824,844.00; |
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| – | 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 onDecember 31, 2024; |
| --- | --- |
| – | having examined Stevanato’s Sustainability Report for the financial year ended on December 31, 2024; |
| --- | --- |
| – | having examined the Reports presented by the Audit Committee, the Compensation Committee, and the CorporateGovernance and Nominating Committee; |
| --- | --- |
resolves
| 1. | to approve Stevanato’s financial statements for the financial year ended on December 31, 2024, whichreport net profits amounting to Euro 33,824,844.00; |
|---|---|
| 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 onDecember 31, 2024 presented by the Board of Directors; |
| --- | --- |
| 4. | to acknowledge Stevanato’s Sustainability Report for the financial year ended on December 31, 2024presented by the Board of Directors, following the favorable opinion of the ESG Committee; |
| --- | --- |
| 5. | to acknowledge the Reports presented by the Audit Committee, the Compensation Committee, and the CorporateGovernance and Nominating Committee.” |
| --- | --- |
| 2. | Allocation of annual net profits and distribution of dividends to the shareholders; related resolutions. |
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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, 2024, within the applicable limitations of law.
In particular, Italian law provides that an amount corresponding to one twentieth of the company’s annual net profits must be allocated to the legal reserve, until the legal reserve does not reach one fifth of the company’s share capital.
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, 2024, the Company’s operations resulted in net profits of Euro 33,824,844.00.
In light of the foregoing, we propose to the shareholders to:
| – | earmark an amount of the Company’s net profits, as resulting from the Company’s financial statements for<br>the financial year ended on December 31, 2024, equal to Euro 106,617.00 to the legal reserve; |
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| – | earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting from the<br>Company’s financial statements for the financial year ended on December 31, 2024, corresponding to a gross dividend in cash of Euro 0.054 for each outstanding Class A and ordinary share of the Company, net of the treasury shares that<br>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<br>statements for the financial year ended on December 31, 2024, to the reserve named “extraordinary reserve”. |
| --- | --- |
Therefore, assuming that the Company continues to hold the current number of 29,943,911 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 14.736.526.
In such connection, based on the resolution of the Board of Directors of April 10, 2025, and pursuant to Article 28.4 of the By-laws, we propose to set on June 5, 2025, 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 RecordDate”).
Therefore, assuming that the Shareholders’ Meeting approves the proposals set out above, the ex-dividend date will fall on June 5, 2025 (Ex-Date), whereas it is expected that the dividends will be paid to the holders of Class A and ordinary shares as from July 17, 2025 (Dividend 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 EUR/USD reference rate as of the date of the Shareholders’ Meeting, i.e. May 23, 2025.
Based on the above, Stevanato’s shareholders are asked to approve the following resolution:
“The Shareholders’ Meeting
resolves
| 1. | earmark an amount of the Company’s net profits, as resulting from the Company’s financial statementsfor the financial year ended on December 31, 2024, equal to Euro 106,617.00 to the legal reserve; |
|---|---|
| 2. | to earmark for distribution to the shareholders an amount of the Company’s net profits, as resulting fromthe Company’s financial statements for the financial year ended on December 31, 2024, corresponding to a gross |
| --- | --- |
| dividend in cash of Euro 0.054 (zero point zero fifty-four) for each outstanding Class A and ordinary share of the Company, net of the treasury shares that will be held by the Company as ofthe Dividend Record Date; | |
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| 3. | to earmark the residual amount of the Company’s net profits, as resulting from the Company’s financialstatements for the financial year ended on December 31, 2024,to the reserve named “extraordinary reserve”; |
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| 4. | to set the date for identifying the holders of the Class A shares of the Company and the registered holdersand the beneficial holders of the ordinary shares of the Company entitled to receive payment of the aforementioned dividends on June 5, 2025 (Dividend Record Date), with the ex-dividend date (Ex-Date) falling on June 5, 2025; |
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| 5. | to set the date for payment of the dividends, before withholding tax, if any, in execution of the resolutions no.2 and 4 above, as from July 17, 2025 (Dividend Payment Date); |
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| 6. | to provide that dividends will be paid to registered holders and beneficial holders of ordinary shares of theCompany as of the Dividend Record Date in US dollars, based on the ECB daily foreign exchange EUR/USD reference rate as of the date of the Shareholders’ Meeting, i.e. May 23, 2025; |
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| 7. | to grant mandate to the Board of Directors and, on behalf of the latter, severally, to each of its members tocarry out all the activities related, consequent to or connected with the implementation of the resolutions no. 5 and 6 above.” |
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| 3. | Appointment of the Board of Directors: determination of the term of the Board of Directors; determination of thenumber of members of the Board of Directors; appointment of the members of the Board of Directors; appointment of the Chairman of the Board of Directors; related resolutions. |
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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.
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 one, two or three financial years – i.e. for the period elapsing from the date of the shareholders’ meeting to the date of the approval of the financial statements of the Company ending, respectively, on December 31, 2025, December 31, 2026 and December 31, 2027 – 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 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.
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 25, 2025 and, in any case, by the Record Date of April 28, 2025, 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=2025.
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.
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, 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, it should be noted that the Company’s shareholders’ meeting held on May 22, 2024, established, for each director, for the relevant term of office of one financial year, a gross compensation equal to Euro 148,000.00 (with the exception of Mr. Franco Moro), to be paid – partially in cash and partially in Company’s shares – in accordance with the modalities better detailed in the explanatory report on the items on the agenda of such shareholders’ meeting, to which reference is made.
In the same shareholders’ meeting, the shareholders resolved to grant the directors to be appointed by the Board of Directors, thereafter, as members of the Audit Committee, pursuant Article 19.4 of the By-Law, a further compensation determined in the overall gross amount of Euro 25,000.00 for the Chairman and of Euro 15,000.00 for each other member of the Audit Committee, for the relevant term of office of one financial year.
That being said, on February 27, 2025 and April 7, 2025, the Compensation Committee of the Company approved a recommendation for the Board of Directors relating to the establishment of the compensation for the members of the Board of Directors and of the Audit Committee to be proposed to the Shareholders’ Meeting. Such recommendation considers the outcomes of a benchmark analysis conducted on a set of comparable companies and the following further items:
| ● | Save for the increase in the compensation of the members of the Audit Committee, the compensation of the members of<br>the Board of Directors has not undergone any changes since the listing of the Company on the NYSE (occurred in July 2021); |
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| ● | It is market standard in the US market to implement appropriate adjustments to the compensation of the Board of<br>Directors members on a biennial basis; |
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| ● | The analysis of the standard level of time commitment required to the Board of Directors and, in equal extents, to<br>each of Board’s internal committees over the past four years has flagged the necessity to establish the related compensation in a manner more adequate to the characteristics of the Company, as a listed entity under the form of foreign private<br>issuer (FPI) on the US market, and of the relevant corporate group (the “Stevanato Group”); |
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| ● | Such characteristics bring about deep complexity and significant commitment from the directors and, in particular,<br>from the members of the Audit Committee; |
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| ● | Generally, in the context of the US market, the compensation of the members of the Board of Directors are mainly<br>focused on a remuneration based on shares rather than cash. |
| --- | --- |
Based on the above, considering the recommendation of the Compensation Committee, we propose to the shareholders:
| a) | to establish for each director, as compensation for the office of member of the Board of Directors, and without<br>prejudice for the Board of Director right of the Board of Directors to establish an additional compensation for the directors entrusted with specific functions, a fixed compensation, for the period elapsing from the date of the Shareholders’<br>Meeting to the date of the Company’s shareholders’ meeting approving the Company’s financial statements for the financial year ending on December 31, 2025, a gross total compensation of Euro 176,000.00, to be paid as follows:<br> |
|---|---|
| – | as to the gross amount of Euro 76,000.00, in cash, in twelve equal monthly instalments; |
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| – | as to the residual gross amount of Euro 100,000.00, in kind, through the assignment of a number of Company’s<br>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<br>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 the date of the shareholders’ meeting approving the Company’s<br>financial statements for the financial year ending on December 31, 2025 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<br>approving the Company’s financial statements for the financial year ending on December 31, 2025, within the limits of the authorization to the disposal of such ordinary shares which shall be granted to the Board of Directors pursuant to<br>the resolution envisaged in the next item 6 of this Explanatory Report; |
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| b) | to grant to the directors that will be appointed by the Board of Directors, following the Shareholders’<br>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 30,000.00 for the Chairman of the Audit<br>Committee and of Euro 15,000.00 for each other member of the Audit Committee, 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<br>statements for the financial year ending on December 31, 2025, to be paid in twelve equal monthly instalments. |
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Based on the above, Stevanato’s shareholders are asked to approve the following resolution:
“The Shareholders’ Meeting
resolves
| 1. | to establish, for each director, without prejudice to the right of the Board of Directors to establish anadditional compensation for the directors entrusted with specific functions under Article 2389 of the Italian Civil Code and |
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| 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 meetingapproving the financial statements for the financial year ending on December 31, 2025, a gross total compensation of Euro 176,000.00 (one hundred seventy-six thousand/00), to be paid as follows: | |
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| - | as to the gross amount of Euro 76,000.00 (seventy-six thousand/00), incash, in twelve equal monthly instalments; |
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| - | as to the residual gross amount of Euro 100,000.00 (one hundred thousand/00), in kind, through the assignment ofa 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 thismeeting, 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 date of the shareholders’meeting approving the Company’s financial statements for the financial year ending on December 31, 2025 and (ii) the number of ordinary shares so determined shall be transferred to the directors on the business day following the dateof the shareholders’ meeting approving the Company’s financial statements for the financial year ending on December 31, 2025, within the limits of the authorization to the disposal of such ordinary shares which shall be granted to theBoard of Directors pursuant to the resolution adopted in relation to the next item 6 of the Agenda; |
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| 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 30,000.00 (thirty 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, for the period elapsing from the date of the Shareholders’ Meeting to the date of the Company’s shareholders’ meeting approving the Company’s financialstatements for the financial year ending on December 31, 2025, to be paid in twelve equal monthly instalments.” |
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| 5. | Increase of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of theCompany’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 financialyears ending on December 31, 2023, December 31, 2024, and December 31, 2025; related resolutions. |
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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 auditing of the Company’s internal control system in compliance with US law (Sarbanes-Oxley Act (SOX)) requirements.
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 relevant expenses, including for 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 (the “SOX Services”).
The costs for such tasks and activities – carried out by PwC and other audit firms belonging to PwC’s international network – were borne by Stevanato until the shareholders’ meeting held on May 22, 2024.
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 would be borne by the Stevanato’s subsidiaries to which they related, instead of by Stevanato, without prejudice to the scope of the overall audit activities carried out to the benefit of the Stevanato Group.
Consequently, on December 11, 2023, PwC submitted an offer to the Company to amend the terms and conditions of the audit appointment previously in force, envisaging 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.
Therefore, on May 22, 2024, the shareholders’ meeting of the Company, based on the proposal of the Audit Committee, resolved to amend the economic terms and conditions of the appointment previously granted to PwC in line with the offer submitted on December 11, 2023 by the latter.
That being said, on February 5, 2025, PwC submitted an offer to the Company relating to the increase of the compensation provided for the current audit appointment, considering the complexity and the amount of resources that the auditing and verification activities relating to Stevanato and Stevanato Group have proven to require as compared to what was originally estimated, especially in relation to SOX Services.
In particular, said offer provides for an increase in the compensation due to PwC – for the auditing of the Company’s financial statements and consolidated financial statements, as well as the further tasks and activities to be conducted by the external auditor in compliance with Italian and US laws and regulations, performed and to be performed in the financial years 2023, 2024, and 2025 – by an additional fixed amount of Euro 255,000.00 (plus VAT), save for any extraordinary events, such as, for example, extraordinary transactions and/or acquisitions and/or other changes that may result in a significant change in the scope of activities to be performed by PwC.
More details on the terms and conditions of said 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 2025 at the address https://ir.stevanatogroup.com/shareholders-meetings?year=2025.
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; |
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| - | based on the offer presented by PricewaterhouseCoopers S.p.A on February 5, 2025, and on the substantiatedproposal presented by the Audit Committee; |
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resolves
| 1. | To increase the compensation granted to the audit firm PricewaterhouseCoopers S.p.A., as set by the resolutionadopted by the shareholders’ meeting held on May 24, 2023, and subsequently amended by the resolution adopted by the shareholders’ ordinary meeting held on May 22, 2024, by granting to the same PricewaterhouseCoopers S.p.A., forthe 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 andregulations, an additional compensation of Euro 255,000.00 (plus VAT) for the financial years 2023, 2024, and 2025, as further detailed in the offer submitted by PricewaterhouseCoopers S.p.A. on February 5, 2025, and summarized above.”<br> |
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| 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 22, 2024, 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, 2024, to:
| – | purchase up to a maximum number of Class A and ordinary shares equal to one per cent (1%) of the shares into<br>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,<br>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<br>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<br>any such purchases, (iii) the overall value of the shares held in treasury shall |
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| <br>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<br> | |
|---|---|
| – | dispose of a maximum number of 1.000.000 Class A or ordinary shares held in treasury (prior, where appropriate,<br>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,<br>and according to the modalities, that the Board of Directors deems from time to time more appropriate in the Company’s interests. |
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As of the date of this Explanatory Report, Stevanato holds in treasury no. 29,943,911 Class A shares, equal to approximately 9.88 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 22, 2024, 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, 2025, to:
| – | purchase, within the time period referred to above, up to a maximum number of Class A and ordinary shares equal<br>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<br>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%)<br>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<br>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<br>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<br>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<br>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.
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 and2357-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 yearending on December 31, 2025, 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 intowhich 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 priceof 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, followingany 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 theshareholders’ 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 thepoints above and carrying out all the activities that may be necessary, instrumental or otherwise connected thereto.” |
| --- | --- |
* * *
Piombino Dese, April 10, 2025
| The Executive Chairman of the Board of Directors |
|---|
| Franco Stevanato |
EX-99.3
Exhibit 99.3 Sustainability Report 2024
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Contents Letter to Stakeholders .....................................................................4 4. Innovation and Product Responsibility ........................................ 25 4.1 • Stevanato Group Products, Technologies and Services .....................25 Methodological Note ........................................................................5 4.1.1 • Biopharmaceutical and Diagnostic Solutions .................................................... 26 4.1.2 • Engineering ............................................................................................................. 28 1. Stevanato Group ............................................................................. 7 4.2 • Research & Development and Innovation ..........................................29 1.1 • At a Glance ...............................................................................................7 4.2.1 • R&D for Drug Containment Solutions (DCS) ...................................................... 30 1.2 • Organizational Details ............................................................................9 4.2.2 • R&D for Drug Delivery Systems (DDS) ................................................................. 31 1.3 • Mission, Vision and Values ....................................................................14 4.2.3 • R&D for Engineering .............................................................................................. 33 4.2.4 • Analytical Services .................................................................................................. 37 1.4 • The Company Structure and Main Corporate Functions ....................15 4.3 • Product Quality and Responsibility ......................................................38 1.5 • Ethics, Integrity and Compliance ..........................................................16 5. Human Capital ................................................................................ 39 2. Sustainability ................................................................................... 18 5.1 • Stevanato Group’s Human Resources ..................................................39 2.1 • Approach to Sustainability ....................................................................18 5.2 • Employee Management and Development ..........................................42 2.2 • Certifications and Awards .....................................................................21 5.3 • Occupational Health & Safety ...............................................................45 2.3 • Participation in Organizations and Associations ................................23 6. Supply Chain and Procurement .................................................... 47 3. Economic Value Creation ............................................................... 24 6.1 • Responsible Supply Chain & Procurement ...........................................47 3.1 • Stakeholder Value Creation ...................................................................24 2
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Contents 7. Environment .................................................................................... 50 7.1 • Stevanato Group’s Commitment to the Environment ........................50 7.2 • Energy Consumption and GHG Emissions ............................................50 7.3 • Water Management ................................................................................53 7.4 • Waste Management ................................................................................55 8. Local Communities ......................................................................... 57 8.1 • Local Communities' Engagement ..........................................................57 Annex ..................................................................................................59 GRI content index ..............................................................................62 Independent Audit Report ...............................................................68 3
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Letter to Stakeholders For more than 75 years, Stevanato Group has delivered committed to embedding sustainability in our strategic renewables-based electricity. We improved our waste exceptional performance to meet market and customer plan, policies and practices. We are committed to management practices with an increase in the amount needs, thanks to our unique value proposition of achieving a more sustainable and equitable future for of waste recovered and diverted from landfills. With integrating our core competencies across our business our employees, our customers, and the communities regard to the people and our aim to foster a diverse lines. The passion and commitment of all of us led our that we serve. To accomplish this, we have developed a workplace, we improved in our gender balance program Group to become a leading provider of mission-critical sustainability strategy structured in three pillars: on females holding senior positions. With reference to the containment, delivery, and diagnostic solutions for • Sustainable processes and products; Governance area, we continue to strengthen and maintain the pharmaceutical, biotechnology, and life sciences • Sustainable value chain; our sustainable corporate model. industries. Since our founding, the delivery of innovation • People and governance. has been a fundamental characteristic of our Group, and The main goal is to pursue a regenerative business We confirm our goal is to continue growing and we embed science and technology in what we do every innovation journey while asserting our position as supporting customers throughout our regenerative day to bring life-changing medicines to patients. an interdependent and responsible member of the business innovation while making a positive impact community in line with the United Nations’ Sustainable everywhere we work and do business. We are working to Our goal is to be the global partner of choice to biopharma Development Goals. improve processes, to innovate on technologies and eco- customers for the full spectrum of end-to-end solutions, designed products and packaging. Our team is dedicated from drug development through life-cycle management. In 2024, we progressed in our regenerative business to delivering on our promise by working collaboratively Our commitment is to cooperate deeply with our partners innovation journey as shown in our fourth Sustainability to drive improvement, acting as an example of our Values all over the world, providing our extensive know-how, Report on a voluntary basis. With regard to the and Guiding Principles. We are pursuing this important resources and enthusiasm to achieve the most successful environment, we advanced in our plan and we took action journey with confidence and determination toward an results possible for our customers in everything we do. aligned with climate science and we have committed increasingly sustainable and responsible future. We want to create a reliable ecosystem to empower our to set near-term emissions reductions in line with the customers and their ability to produce safe, easy-to- Science-Based Target initiative. According to such GHG Franco Stevanato, Chairman and CEO use and cost-effective treatments to improve patients’ emissions reduction plan, we progressed mainly in Stevanato Group S.p.A. Via Molinella 17, 35017 Piombino lives. We strive to support our stakeholders and we are respect to efficiency-related initiatives and sourcing of Dese · Padova · Italy 4
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Methodological Note This Sustainability Report clearly outlines Stevanato and negative impacts, comparability, accuracy, timeliness, that are not operational, have not been included in the Group’s environmental, social and economic achievements clarity and verifiability. Specifically, the information Environmental, Health & Safety data due to the limitation 1 in a transparent and structured manner for the 2024 included in this report was taken from both the Group’s IT of scope . Stevanato Group reports sustainability financial year (January 1 - December 31) aligned with the system and the sustainability reporting package. information with reference to the Global Reporting Company’s financial reporting, and shows the commitment Initiative (GRI) Standards 2021. For more details on GRI and initiatives undertaken by the Group towards its goal of To properly manage the reporting process, a Sustainability Standards, please see the “GRI Content Index” section. The sustainable development. Reporting Procedure was set up in 2021 and updated in contents of the Sustainability Report were selected based 2024, in line with the GRI Standards 2021, which illustrates on the results of a materiality analysis, as published in this The annual reporting cycle provides internal and external how to prepare the Group’s Sustainability Report, document and described in Chapter 2. The discussion of stakeholders with a representation of Stevanato Group’s including the timing, tools, roles and responsibilities of the materiality in connection with this sustainability material business performance, results and impact in relation to functions and individuals. To ensure the responsiveness assessment is not an indication that such information the main sustainability topics in the 2024 financial year. and proper application of the procedure, the reporting or topics are necessarily material under U.S. federal process was extensively discussed and agreed upon by the securities laws or rules and regulations of the U.S. This document represents the Sustainability Report of working group. Securities and Exchange Commission. the companies belonging to Stevanato Group S.p.A. and its subsidiaries (hereinafter also referred to as “the The information presented in this report refers to 2024 Quality criteria and reporting scope information was Company,” “Stevanato,” the “Stevanato Group,” or “the and includes a comparison with the previous year. Any defined following GRI principles and encompassed positive Group”). The list of entities included is aligned with the information restated from previous reporting periods is 2024 Annual 20-F Filing. indicated appropriately, where necessary, throughout the 1 Not included: Stevanato Group International a.s., Ompi of report. The information collected and reported is based America Inc (Environmental data only), Ompi of Japan Co., Ltd., The Sustainability Report includes data about the parent on measurable data. To provide an accurate overview of Medirio SA, Perugini S.r.l., Stevanato Group N. A. S de RL de CV, company Stevanato Group S.p.A. and its subsidiaries, the Group’s performance and help ensure data reliability, and the Cisterna site (Environmental data only). In the fourth quarter of 2024, the liquidation process of Stevanato Group N.A. which are directly or indirectly consolidated on a line- the use of estimates has been limited as much as possible. S. de RL de CV was completed with the cancellation from the local by-line basis. Note that some Group companies or sites If they are provided, they have been made using the best business register. 5
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities methods available and are properly identified. Contract Compliance Programs must, among other things, As a foreign private issuer listed on NYSE, Stevanato This report presents both positive and negative aspects immediately cease promoting diversity and allowing or is currently reviewing the implications of the EO. Our equally with a comment on the results when appropriate. encouraging U.S. federal contractors and subcontractors inclusion & belonging policies will not apply to Stevanato’s This report was approved by the Board of Directors of to engage in workforce balancing based on race, color, sex, U.S. employees to the extent this would conflict with the Stevanato Group S.p.A. on April 2025. sexual preference, religion, or national origin. EO or other applicable law, regulation or orders. 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 an external auditor. Stevanato Group commissioned this 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 Stevanato Group presents its inclusion & belonging data and policies in accordance with GRI Standards. Stevanato is aware of U.S. executive order 14173 (the “EO”) signed in January 2025, under which the U.S. Office of Federal 6
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 1. Ste vanato Group 1.1 • At a Glance 7 7
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 8
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 1.2 • Organizational Details 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. 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 2024 Annual 20-F 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). For 75 years, Stevanato Group has evolved from an Italian glassware manufacturer to a leading global provider of integrated solutions for the healthcare industry. Stevanato development, clinical and commercial stages. The chart Group delivers an integrated, end-to-end portfolio of above illustrates Stevanato Group’s presence across the products, processes and services that address customer pharmaceutical chain, with its impacts along the value needs across the entire drug life cycle at each of the chain are those activities marked with the symbol “SG”. 9
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities The chart shows our integrated solutions for pharma and healthcare. One of Stevanato Group’s main priorities is to provide flexible solutions that preserve the integrity of pharmaceutical products and enable customers to deliver safe and effective treatments to patients while reducing time to market, total cost of ownership and supply chain risk. Stevanato Group achieves this by developing products in collaboration with customers and leveraging its scientific research capabilities, technical expertise, engineering and manufacturing excellence to meet their quality requirements. Stevanato Group divides its market into two categories: direct markets and end markets. Direct markets include products or product categories in which Stevanato directly participates, such as drug containment solutions. The Group’s end markets include broader sectors, such as biologics, where Stevanato sees demand for its products and services. For further information about the Stevanato Group’s Value Chain, see item 4. “Information on the Company” and Section b. “Business Overview” in the 2024 Annual 20-F 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. 10
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Stevanato Group operates in the following segments: Direct Markets Business Segment Biopharmaceutical and Diagnostic Solutions Engineering Direct Market Drug Containment Solutions Drug Delivery Systems In-Vitro Diagnostic Solutions Engineering End Market Biologics Vaccines Insulin Small Molecules & Generics Molecular Diagnostics Other 11
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities The Group is a global company with locations in many countries and continents: Stevanato Group’s global presence, together with proprietary, standardized manufacturing systems and processes, allows the Group to provide consistent product and service standards to its customers around the world. For a more detailed overview of the countries in which the Group’s subsidiaries operate, see the section “Scope of Consolidation” in the 2024 Annual 20-F Filing. To read our story, visit Stevanato’s corporate website: Our Heritage - Stevanato Group. 12
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 13
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 1.3 • Mission, Vision and Values Stevanato Group’s Vision, Mission and Values provide a framework to guide the Company’s pursuit of business goals with an ethical and transparent mindset and focus on fostering innovation. Mission Guiding Principles We cooperate deeply with our partners all over the world, providing our know-how, resources The adoption of the Guiding Principles leads the Group towards achieving its Mission. 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 core values, that are linked together to ensure harmonious ESG & Sustainability interaction. Together, they provide the foundation for leadership rooted in excellence. 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, our employees understand that as a leader in the pharmaceutical industry, we maintain a responsibility to implement sustainable and socially-responsible practices in the places where we live and work. 14
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 1.4 • The Company Structure and Main Corporate Functions Board of Directors Role The composition of the Group, including its parent requisites, functioning and independence. company Stevanato Group S.p.A. and subsidiaries, is A more detailed analysis of the governance structure at 12.31.2024 described in section C. Organizational Structure – item 4. indicates that six committees are made up of Board Sergio Stevanato Chairman of the Board “Information on the Company,” of the 2024 Annual 20-F members tasked with certain roles and responsibilities Emeritus Filing. as defined in their respective charters. Thus, in addition to the Audit Committee there are the following Franco Stevanato Chairman and Chief Stevanato Group has adopted a corporate governance five committees: the Nominating and Corporate Executive Officer standard that sets the rules for the appropriate Governance Committee, the Business & Strategy management of the Group, separating ownership from the Committee, the Compensation Committee, the ESG Franco Moro Director operating activities. The Group is led by an experienced, Committee and the Succession Planning Committee. Alvise Spinazzi Director highly motivated Board leading to more objectivity and The members of the different committees described in this independence, and an executive team with a proven document share the same term of office with the Board Fabrizio Bonanni Independent Director track record of operational excellence. The Board meets of Directors and provide insight and suggestions, without at least four times per year to make key decisions on prejudice to the Board’s competence and decision-making Fabio Buttignon Independent Director specific topics. Regarding the composition of the Board responsibility. In addition, one of the primary objectives of Directors, seven members are independent directors. of the ESG Committee is to assist the Board in supporting Madhavan Independent Director As of December 31, 2024, the Board of Directors was Stevanato Group’s ongoing commitment to issues relating Balachandran composed as follows. to environmental, social and governance matters. For Donald Eugene Morel Jr. Independent Director a complete overview of the features and duties of each Stevanato Group S.p.A. adopted a one-tier corporate committee, please refer to item 6. “Directors, senior William Federici Independent Director governance system, that includes a Board of Directors management and employees” of the Company’s 2024 and an Audit Committee. The Audit Committee complies Annual 20-F Filing. Karen Flynn Independent Director with applicable rules and regulations of the SEC and NYSE corporate governance rules as well as Italian law As of December 31, 2024, all members of the Board of Luciano Santel Independent Director requirements with respect to its composition, expertise Directors were over the age of 50 years, while 91% were 15
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities male and 9% were female. 1.5 • Ethics, Integrity and The Company’s main corporate and business functions represent a significant investment for Stevanato Group and are essential to its operations and strategy. The purpose of the Group Compliance is to create long term value through our facilities, which are located in three primary 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 2024), which is available in To maintain a sustainable, transparent corporate model, high ethical the ESG section of the corporate website. conduct standards and a culture of ethical behavior and integrity have been adopted. These are essential for business success and indispensable assets in terms of the Company’s reputation. The Group is committed to embedding sustainability values into its policies and practices. The documents, corporate policy, and statements described below define Stevanato Group’s main commitments to responsible business conduct. Please note that all disclosed documents have been approved by the Stevanato Group Board of Directors 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 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. 16
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities For further details on the Code of Ethics and other policies, please refer to the following links: Body, which will expire in 2025, pursuant to the aforementioned Legislative Decree • Code of Ethics responsible for monitoring compliance, operating and updating the Model. A communication • Anti-Bribery and Anti-Corruption Policy channel is operative with the e-mail address odv.stevanatogroup@stevanatogroup.com, • Related Party Transactions Policy which only members of the Supervisory Board may access to receive reports of any violations • Anti-Discrimination Policy or suspected violations of the Model from internal and external subjects. • Whistleblowing Policy • Supplier Code of Conduct 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 The Code of Ethics and the Anti-Discrimination Policy cover internationally recognized human Organization, Management and Control 231. rights that are disclosed directly throughout the documentation. Regarding business relationships, Stevanato Group has established a Supplier Code of In 2024, the Anti-Bribery and Anti-Corruption Policy, and the Anti-Discrimination Policy were Conduct that is shared with its suppliers. For more information, see section 6.1 Responsible modified according to the new Whistleblowing Policy while Related Party Transactions Policy Supply Chain & procurement”. was modified according to organizational changes approved by Board of Directors. No reports and/or complaints were received regarding non-compliance with laws or Stevanato Group acts in compliance with all applicable laws and regulations, to protect regulations or legal action taken regarding anti-competitive behavior, anti-trust or monopoly its rights and interests. In 2024, no significant instances of non-compliance with laws and violations either in or out of court in 2024. regulations were registered. For an overview of Stevanato Group’s risk management, see item 3.D. “Risk Factors” of the Stevanato Group maintains a whistleblowing procedure to manage the reporting of violations 2024 Annual 20-F Filing. and irregularities concerning the Code of Ethics. Such whistleblowing procedure was updated and new platform implemented according to EU Directive 2019/1937. As of December 31, 2024, no report in regards of incidents of corruption was reported through the whistleblowing platform. In regards to Human Rights, three complaints related to alleged discrimination were ongoing during 2024 in the U.S., and the Company continues to take all appropriate actions with regard to each of these complaints. 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 17
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 2. Sustainability 2.1 • Approach to Sustainability To address ESG trends and risks, Stevanato Group second life applications. Stevanato Group aims to ensure its long- developed a sustainability strategy structured in three term success based on its ability to respond pillars: As part of its corporate sustainability and circular to trends and risks related to ESG matters • Sustainable processes and products, to minimize any innovation measures, Stevanato continued to analyze that make up the complex context in which potential negative environmental impacts; selected products and packaging from a life cycle the Group operates. Sustainability is a • Sustainable value chain, to collaborate with partners on perspective while advancing eco-design solutions and primary means to improve such opportunity improving societal and environmental impacts; the Group engaged in dialogue with customers about and risk management, while fostering • People and governance, to establish and maintain a sustainable packaging solutions utilizing bio-circular higher efficiency, cutting-edge innovation sustainable and transparent corporate model. polymers, recycled plastics and process improvements to and strategic decisions on technologies, reduce related emissions. products, processes and value chain To help safeguard the environment, Stevanato Group definition. Stevanato Group pursues a progressed in the execution of plan to reduce Greenhouse With regard to the people and our aim to foster a diverse sustainable development journey as per its Gas (GHG) emissions in line with the Science Based Targets and inclusive workplace, we improved in our Gender materiality analysis aligned with the United initiative mainly in respect to efficiency-related initiatives Balance program on females holding senior positions. and sourcing of renewables-based electricity. Finally, with reference to the Governance area, we Nations’ Sustainable Development Goals. In addition, the Group took action aligned with climate continue to strengthen and maintain our sustainable The Company seeks to create a regenerative science and committed to set near-term emissions corporate model with regular measures of impacts using business model while remaining an reductions in line with Science-Based Target initiative. the GRI Standards as a framework for transparency and interdependent and responsible member of Furthermore, Stevanato Group has progressed in waste accountability. the community. management with a greater quota of waste recovered with 18
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities The management of sustainability is distributed across strategy of Stevanato Group are: the Group). It also ensures the engagement and proper the Group through dedicated committees and involves application of all procedures. Finally, it is important to managers, with the ESG Manager leading the process since 1. Product quality and responsibility note that the process required correct and compliant GRI the beginning as the head of the sustainability function. 2. Research & Development and innovation Key Performance Indicators (KPIs) associated with the 3. GHG emissions functions involved and was coordinated by the Process Stevanato Group conducted a Materiality Analysis process 4. Energy consumption Owner, as assigned by the Board of Directors. in accordance with the requirements of GRI Standards 5. Occupational Health & Safety 3:2021 to identify the material topics that represent the 6. Business ethics, governance and compliance The Group has adopted flexible and diversified practices most significant impacts on the economy, environment, 7. Human capital management and development to share present and future Group development strategies and people, including impacts on their human rights. The 8. Economic performance and value creation with its main stakeholders, which are listed in the process of determining material topics was informed by 9. Responsible supply chain and procurement following page. The main stakeholders were identified the organization’s ongoing identification and assessment 10. Waste management based on an industry benchmark. Stevanato Group adopts of impacts. In particular, the process of defining material 11. Employee well-being practices that encourage dialogue and involvement with topics followed four steps: 12. Human rights all stakeholder categories. Engagement is considered an • Understanding the organization’s context through 13. Water management essential element of the Group’s sustainability strategy scenario and benchmarking analysis of the main 14. Local communities’ engagement and is directly correlated with the Group’s medium and potential ESG trends, risks and opportunities; long-term success. • Identifying actual and potential, positive or negative The Group’s 2024 Sustainability Report was prepared impacts, starting from the previous context and based on a structured reporting practices formalized by The main channels of dialogue and interaction are benchmarking analysis; the Sustainability Reporting Procedure according to GRI summarized in the following page. The methods and • Assessing the significance of the impacts; Standards 2021. frequency of stakeholder involvement vary according to • Prioritizing the most significant impacts grouped the issues and opportunities subject to discussion during into topics. It defines and outlines how the Group’s Sustainability the year. Report should be prepared at the operational level in line Each impact was assessed and rated on a significance with the Sustainability Reporting Guidelines issued by GRI. dimension, and the weighted average of grouped impacts on topics was used to calculate a comprehensive score Such procedure includes the timing, tools, roles and for each topic. The resulting most relevant topics above a responsibilities of the functions and individuals’ roles in given threshold, in line with the context and sustainability the working group (approximately 100 individuals across 19
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Stakeholder Engagement and Interaction Flow Employees • Projects and/or initiatives for company welfare • Company Intranet • Internal newsletter • Insertion schemes for new employees • Company meetings to discuss results and future objectives • Training programs • Round table discussions with unions Suppliers • Regular meetings • Quality assessment audits/visit Customers • Regular meetings • Surveys/market research • Continuous dialogue through communication channels • Company website • Participation at trade fairs Community and local authority • Projects to support social initiatives • Meetings with representatives of local institutions Universities and research centers • Site visits • Partnerships with key universities and schools in Italy and abroad Regulators and authorities • Discussion meetings with representatives of institutions Shareholders and Board of Directors • Meetings organized throughout the year 20
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 2.2 • Certifications and Awards ISO 15378 Legal Entity ISO ISO ISO ISO ISO ISO ISO Primary packaging material for medicine products – 1 specific requirements for the application of ISO 9001:2015 (Country ) 15378 13485 9001 45001 14001 50001 17025 with reference to Good Manufacturing Practice (GMP) Nuova Ompi ✓✓✓✓✓ ISO 13485 (IT-PD) Medical devices – Quality Management Systems Nuova Ompi ✓✓✓✓ (IT-LT) ISO 9001 Quality Management Systems Nuova Ompi ✓✓✓✓✓ (IT-Cisterna) ISO 45001 Occupational Health and Safety Management System Medical Glass (SK) ✓✓✓✓ ISO 14001 Ompi of America Environmental Management Systems ✓✓✓✓✓ (U.S.) ISO 50001 Ompi North ✓✓✓✓ Energy Management Systems America (MX) ISO 17025 General Requirements for the Competence of Testing and Calibration Laboratories 1 Legal Entities: Stevanato Group S.P.A., Nuova Ompi S.R.L., 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., Stevanato Group Denmark A/S, US TEC – Ompi of America INC., EMEA TEC – Nuova Ompi S.R.L. and EMEA TEC Analytics - Nuova Ompi S.R.L. 21
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Legal Entity ISO ISO ISO ISO ISO ISO ISO 1 (Country ) 15378 13485 9001 45001 14001 50001 17025 Ompi of China ✓✓✓✓ (CN) Ompi do Brasil ✓✓✓✓ (BR) Balda Medical ✓✓✓✓✓✓ (DE) Balda C. Brewer ✓✓ (CA-U.S.) Spami (IT) ✓ SG Denmark ✓ (DK) EMEA TEC (IT) ✓✓✓ U.S. TEC (U.S.) ✓✓ 22
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 2.3 • Participation in Organizations and Associations Stevanato Group participates in initiatives organized by trade associations and organizations, facilitating the exchange of ideas and knowledge. For the second consecutive year, Stevanato Group received the Certificate of Resilience from Biocon Biologics – a leading biosimilars company. During their Symposia 2024 – Annual Supplier Conference, Stevanato Group was recognized for its resilience in ensuring supply continuity, even under adverse conditions. At the event, Stevanato participated in a panel discussion on “Circular Economy & Biopharma Supply Chain Management” sharing its strategic commitment to a sustainable development of business with its Circular Economy innovation on packaging and products. 23
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 3. Economic V alue Creation Direct economic value generated and 2024 2023 3.1 • Stakeholder distributed (€/000) [GRI 201-1] Value Creation (A) Total Economic value generated by Stevanato Group 1,126,623 1,092,619 (B) Economic value distributed by Stevanato Group 926,445 866,552 The creation and distribution of direct Operating costs – Remuneration to suppliers 560,371 528,215 economic value produced by Stevanato Remuneration to personnel 309,015 286,203 Group and the impact on key stakeholder Remuneration to lenders 14,349 8,010 categories. Remuneration of the public administration 42,552 43,863 This section, reported on an accrual basis, includes the Donations 189 261 basic components from Profit and Loss (P&L) statements for the global Group operations in accordance with GRI (A-B) Economic value retained by Stevanato Group 200,177 226,067 disclosure. Stevanato’s operational activities create value Amortization & Depreciation 78,036 78,480 for a wide variety of stakeholders, including: • Suppliers (operating costs); Loss on receivable 2,616 - • Personnel (wages and benefits as total payroll); Provisions and reserves 1,758 1,897 • Lenders (financial charges); • Public administration (such as taxes); Net Profit 117,766 145,690 • Communities (e.g. donations). In 2024, the economic value distributed by Stevanato between the value created and distributed equaled more Group totaled more than €926 million. The difference than €200 million. 24
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 4. Inno vation and Product Responsibility 4.1 • Stevanato Group Products, Technologies and Services Stevanato Group serves the pharma value chain with its two business segments: the Biopharmaceutical and Diagnostic Solutions, and Engineering. For a detailed representation of the Group offering please refer to Chapter 1. Stevanato Group refers to premium products in the Biopharmaceutical and Diagnostic Solutions segment as its high-value solutions. High-value solutions are products, processes and services for which the Group holds intellectual property rights or has strong proprietary know-how, and are characterized by technological and procedural complexity and high performance. High-value solutions can deliver significant benefits to customers in terms of performance including faster time-to-market, reduced total cost of ownership, and lower supply chain risk while providing added value to customers, and improving patient treatment and safety. 25
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 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’ 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 containment solutions portfolio. A summary overview of the main performance levels is provided here: 26
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Drug Delivery Systems In recent years, Stevanato Group has strategically expanded its Drug Delivery Systems (DDS) Proprietary and licensed devices include pen injectors, auto-injectors and on-body delivery offering to include capabilities and services as an integrated solutions provider. The Company systems. is well-positioned to help its pharmaceutical partners commercially launch drug products with a delivery device that meets the needs of patients. Stevanato Group focuses on two main areas with regard to DDS: contract manufacturing, and proprietary and licensed devices. PEN INJECTORS ® Alina is a variable multi-use pen injector suitable for Through Contract Manufacturing, Stevanato Group provides customers with scalable fixed-dose therapies, based on Axis-D technology, exclusively manufacturing solutions for their drug delivery system programs. Customers can rely on: licensed from pen injector device expert Haselmeier (a medmix Brand). It is suitable for a broad range of therapeutic areas including diabetes and weight management. A flexible and versatile offering, covering different stages of device AUTO-INJECTORS development up to the final product. Together with Owen Mumford, Stevanato Group is providing ® Aidaptus , an intuitive disposable auto-injector solution that High-quality production standards with an ISO 13485 and ISO 15378 certified offers flexibility and speed-to-market for customers. Aidaptus Quality Management System and FDA-inspected facilities, ensuring compliance and will be manufactured by both Owen Mumford and Stevanato reliability. Group. A worldwide presence, with manufacturing in Europe and the U.S. and a global ON-BODY DEVICES purchasing network, fostering efficiency through shorter supply chains. ® Vertiva is a semi-reusable cartridge-based On-Body Delivery System composed of two parts: a single-use injection unit and a multi-use, smart controlling unit. It is optimized for the Ongoing exploration of sustainable materials and dedicated efforts toward administration of complex drug regimens from mid-high volume more sustainable manufacturing practices, aligned with Stevanato Group's cartridges. commitment to environmental responsibility. 27
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities IVD Solutions 4.1.2 • Engineering As a one-stop solution provider and manufacturer, the Group offers an integrated process, Stevanato Group’s vast portfolio of technologies and equipment includes state-of-the-art from product development to delivery of the final product, packaged, and sterilized as solutions for Life Science companies. needed, including point-of-care devices, in-vitro diagnostic consumables, and medical device • The Group specializes in fully automated glass converting machines, that are suitable for solutions. transforming glass tubes into vials, cartridges, syringes, and ampules. • The Group also provides flexible visual inspection solutions for containers filled with any drug, from transparent drugs to suspensions and from liquid to gels, powders, Analytical Services or lyophilized drugs. Its portfolio ranges from benchtop to semi-automated and fully automatic equipment. As a branch of Research and Development, Stevanato Group Technology Excellence Centers • Stevanato Group designs and manufactures medical devices assembly and packaging (TECs) focus on: equipment suitable for various stages, from device characterization with small-scale • Investigating the physical-chemical properties of primary packaging materials and production up to high-speed commercial assembly and packaging solutions. The components and studying the interactions between drug containment solutions and drugs. technology is suitable for devices, such as pen injectors, auto-injectors, wearable devices, • Providing laboratory services for engineering characterization and design verification and nasal sprays, and includes packaging solutions for cartoning, case packing, and of pharmaceutical packaging, medical devices, and components comprising combined palletizing modules, with integrated serialization and tamper-evident units compliant with products. the latest requirements. • Supporting customers in selecting the most suitable packaging for their active drug • All Stevanato Group equipment in operation is supported by a global after-sales substances and product platforms. organization: a 24/7 support service, that ensures continuous assistance to help customers resume production promptly as needed. Customer productivity is a top priority, and we Stevanato Group relies on a multidisciplinary team of highly skilled professionals, including, offer a team of support specialists who are available to provide expert trouble-shooting scientists, engineers, pharmaceutical chemists, and biotechnologists. Their knowledge and assistance in different areas of support: mechanical, electrical, automation, and vision. experience cover a range of specialized areas including drug containment solutions and drug delivery devices. 28
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 4.2 • Research & Development and Innovation 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. Investment in research and development is a fundamental component of Stevanato Group’s growth and continued success as reported in 2024 Annual 20-F Filing. The R&D department works alongside Stevanato Group’s business segments to drive cross functional synergy and maximize value creation. Our R&D strategy is based on three fundamental pillars that focus and align the R&D team with the Company’s broader growth strategy. These pillars serve as the guidelines for the Group’s R&D divisions with each R&D project 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 check lists for each new product/project are implemented and monitored to ensure that sustainability is embedded in the development of new products. For instance, this approach is applied at the concept design stage, at the materials selection stage and in determining how to extend the lifetime of the product or allow its reuse. 29
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 4.2.1 • R&D for Drug Containment Solutions (DCS) Stevanato Group’s DCS team is dedicated to designing and developing syringes, vials, and certification ready, as done in the past, in compliance with the mass balance approach, which cartridges that provide higher drug compatibility between the primary packaging and the drug helps support continued trust among customers and throughout the value chain. products (i.e, with the lowest particle generation, reduced or even no extractable release, and ® metal-free options). The team is also responsible for the identification and development of Since its presentation on the market, Stevanato Group’s EZ-fill Smart is expected to offer Stevanato Group solutions for biologics needs, such as GLP-1s, mAbs and RNA-based drugs. a more environmentally friendly sterilization method than traditional Ethylene Oxide (EtO) sterilization, which can result in improved safety. It is intended to improve sustainability and The DCS team strives to ensure compatibility between our primary packaging and the Group’s increase packaging efficiency using biopolymers and recycled plastic. proprietary and licensed devices, as well as the devices selected from customers, through appropriate testing and proper applicability of the drug delivery systems to the glass primary In 2024, Stevanato Group concluded the Life Cycle Assessment (LCA) of some of its DCS packaging options. Stevanato Group has also introduced new sustainability practices as product platforms. This rigorous process plays a pivotal role in making informed, data-driven part of its corporate sustainability and circular innovation measures, with an emphasis on decisions aimed at reducing the environmental impact of products. By pinpointing critical identifying alternative materials and processes that provide more sustainable sterilization areas and designing future processes, the Group can quantify the potential benefits of techniques while maintaining the overall performance of materials post-sterilization cycle. sustainability initiatives and select the most promising ones. As part of its corporate sustainability and circular innovation measures, Stevanato Group In addition, Stevanato Group investigated how to improve the environmental impact of glass- dialogues regularly with customers on a sustainable version of secondary packaging focused based end-of-life drug containment solutions while identifying improved circular end-of-life on biopolymers and recycled plastic, as well as packaging and process improvements to solutions and creating upcycling solutions for glass-based products. In the past, Stevanato reduce related emissions and other sustainable measures. Stevanato Group aims to reduce Group won first prize in an open innovation competition. emissions and the use of fossil resources. Ready-To-Use drug containers require single-use polymers for pharmaceutical secondary packaging (Nest and Tub), to help ensure sterility and The Company’s R&D department partners with the regulatory department to assess the processability. Indeed, a bio-circular version of polystyrene and polypropylene that is used to impact of the Plastic Packaging Waste Regulation on the existing product portfolio and on the produce secondary packaging of syringes has been identified. The raw material for producing new products to be developed. polymers is obtained from renewably sourced feedstocks derived solely from waste. To minimize the use of secondary packaging, evaluations have been performed to develop This reduces fossil resources consumption and emissions associated with the life cycle of new packaging formats, with the main goal of increasing the number of hosted glass the product while ensuring the same level of quality. Hence, Stevanato Group could be ISCC+ containers within the same packaging volume, and minimizing related emissions. 30
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Stevanato Group is actively collaborating with the scientific community and universities to advance its scientific insight into the Group’s current and prospective product lines, as well as to provide its customers with the latest know-how on specific products. In certain research areas, including the chemical, physical, and morphological characterization of glass surfaces and drug interactions, Stevanato Group is cooperating with universities in Venice, Naples and Padua in Italy and the University of Colorado, U.S. ® Alina 4.2.2 • R&D for Drug Delivery Systems (DDS) ® Alina is a disposable, multi-use, and variable-dose pen injector platform for subcutaneous In addition to the activities related to drug containment solutions, Stevanato Group’s R&D administration of injectable therapies. The platform is compatible with established therapeutic ® department is also developing and expanding Stevanato Group’s Drug Delivery Systems regimens and innovative drug therapies beyond diabetes and weight management. Alina (DDS) portfolio. This includes developing innovative delivery solutions focused on usability, offers a range of customization from dosing and color selection to a more customized ® safety, performance and manufacturability. Some of the main projects include the Alina industrial design based on the needs of the pharmaceutical client. In 2024, the DDS team ® pen injector and the Vertiva on-body delivery system. Stevanato Group is also collaborating worked to expand the platform including new variants in the program. with Owen Mumford, an expert in the field of auto-injectors, for the industrialization and ® marketing of the Aidaptus device. 31
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities ® ® Aidaptus Vertiva ® ® Aidaptus is an innovative disposable auto-injector suitable for helping pharmaceutical Vertiva is an on-body delivery system (OBDS) composed of a smart, reusable controller and companies reduce risks during drug development and life cycle management, as it a single-use pod with a pre-loaded cartridge available in 3 mL or 10 mL volumes. The reusable accommodates both 1 mL and 2.25 mL syringes with minimal part changes, automatically part extends product’s lifespan to multiple uses and reduces product waste to support a more adapting to different drug fill volumes. The minimal change parts required for the different sustainable device solution. The device enables controlled self-administration of therapy pre-filled syringes reduces manufacturing complexity, thus offering sustainability advantages. while reducing unnecessary hospital stays. With the ability to deliver micro-precision basal ® An added value for patients is that the simple, easy-to-use device allows them to self- doses and full-content bolus injections, Vertiva is a highly flexible and customizable platform administer their therapy. suitable for a wide range of therapies. Many developments have reduced the system’s energy consumption, improving overall efficiency and extending battery lifetime. On sustainability and circular innovation measures, an environmental assessment of OBDS was conducted to identify key hot spots for improvement, aiming to reduce GHG emissions, energy consumption, and water usage. In 2024, a new sterility concept was developed to eliminate the need for device terminal sterilization, reducing the use of Ethylene Oxide (EtO) in the product. 32 32
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Inspection 4.2.3 • R&D for Engineering The Engineering department analyzes internal Inspection Digital Twin and external expectations to clearly guide product development in the following directions: high This product is a virtual simulation of the machine vision performance, quality and reliability, and smart and inspection process that aims to optimize and develop connected equipment. vision inspection recipes completely offline. In this way, the development is performed without any interruption to The Engineering quality management system is designed machine operations and grants upfront verification. to ensure that the manufacturing process can evaluate and accommodate the requirements of pharmaceutical companies. Good Automated Manufacturing Practice (GAMP), issued by the International Society for Pharmaceutical Engineering (ISPE), is used as a guidelines for the design and qualification of equipment. Every piece of machinery/equipment is developed and manufactured as a project, with tailored project management tools employed to oversee each phase and mitigate risks effectively. The Engineering division also contributes to the three R&D pillars, in particular, to process excellence & digitalization. The following are the main projects under Engineering R&D that are essential for promoting innovation and contributing to Stevanato Group’s continued success by differentiating it from its peers. 33
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities MAVIS™ Platform Flexible Software (SW) Artificial Intelligence Platform The next generation in high performance inspection The Group developed a visual inspection SW platform The Group has invested in the development of SG Vision ™ results, Mavis is designed to inspect up to 400 pieces per offering improved performance, usability, and flexibility. AI, a platform based on trained neural network models. minute, and meets market requirements for flexibility, This platform decreases the overall total cost of ownership This platform aims to empower customers’ capabilities in gentle container handling, easy maintenance and control, and false rejection rate. labeling items and improving final pharmaceutical visual ™ all in a compact footprint. The platform comprises MAVIS inspection performance at their sites. The initiative is ™ syringes, a model to inspect syringes, and the MAVIS Stevanato Group also utilizes hardware components and targeted at addressing the issue of false rejects and aims Combi, for inspecting multiple container types on the computers within Inspection Equipment to maximize to make the process more efficient, with less waste. same machine. computing power, while reducing the required space and AI analyzes the actual image of the product under overall number of devices. inspection, relying on the features and criteria of accepted and rejected products learned during the training phase, thereby identifying the likelihood of the product belonging to one of these categories. It helps the inspection system be more robust to the variability in the product and/or variability coming through the process, compared with standard vision inspection systems. In 2024, the Group introduced neural network models into various processes, from forming processes to predictive maintenance tools and production optimization platforms. The benefits included a reduction in false rejects, thereby reducing overall wastage and making production more sustainable. 34
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Assembly Digital Twin Manufacturing Intelligence (ColleQX) The Group has a unique capability of matching the ColleQX was developed in cooperation with a customers’ needs for manufacturing requirements pharmaceutical company to create the best solution for enabling them to reuse existing production facilities for data collection and analysis. Enhanced data quality can new purposes. This customization is achieved by adapting help highlight essential preventive maintenance activities the existing design using digital twin technologies. The and performance improvements. digital twin technology enables a reduction in material consumption when commissioning new machinery by The system’s goal is to integrate existing data sources testing on virtual machines instead of physical ones. This not only to display overall equipment effectiveness (OEE) also helps identify design challenges and avoid reworking but also to suggest methods to enhance the production machine design. 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. 35
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Glass Converting and Manufacturing Processes Lines Development to improve costs, Ready-To-Use (RTU) Vials productivity and sustainability ® Stevanato Group is developing new manufacturing lines The EZ-fill Smart platform is the Company’s latest to reduce capital expenditures and industrial costs, development in the advancement of RTU vials. ® increase productivity, and improve in-line quality control. All the equipment for Stevanato Group’s EZ-fill Smart The Engineering Segment has made significant strides platform is designed and manufactured in-house. The in innovation during 2024, focusing on mitigating the platform leverages greater manufacturing automation carbon footprint impact of its equipment manufacturing, to increase productivity and reduce human error. ® particularly in the realm of glass modification reliant on Additionally, EZ-fill Smart features no glass-to-glass and fossil fuels. The Company has been exploring alternative no glass-to-metal contact, which improves the quality and technologies to traditional manufacturing processes, integrity of the vials throughout the product life cycle. such as laser-based innovations. Laser technology offers precision and efficiency, reducing energy consumption and material waste while maintaining the high quality and reliability that characterize Stevanato Group’s products. This has involved collaborations with research institutions, engaging with experts in material science, and fostering partnerships with startups. 36
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Expanding Manufacturing Intelligence 4.2.4 • Analytical Services Platform (ColleQX-based) to Glass Converting and Visual Inspection Stevanato Group’s Technology Excellence Centers (TECs) worldwide academia, contract research organizations, Stevanato Group is expanding its ColleQX-based employ more than 40 people located in Piombino Dese and public or private institutions to identify the next- Manufacturing Intelligence Platform, initially developed (Italy) and Boston, MA (U.S.) and they possess broad generation technologies (products and processes) for assembly processes, to include glass converting and experience in chemistry, engineering, physics, materials associated with medical devices and combination visual inspection machines. ColleQX is a data collection and pharmaceutical sciences. Their research and expertise products. More recently, alongside university partners, and analysis platform that enhances production efficiency focus on the following: we have begun studying the interaction between through real-time insights, helping to monitor equipment • Studying drug interactions with the drug containment specific drug product formulations and primary performance, identify areas for improvement, and enable solutions (primary packaging and add-on components) containers. predictive maintenance. This expansion will provide to generate technical and scientific data to help operators and technicians with deeper visibility into critical customers define the optimal drug containment or processes, ensuring consistent quality and optimizing delivery solution for drug treatments. The containment resource use, thereby reflecting Stevanato Group’s and delivery solution is an integral part of the drug commitment to smart technologies and operational product itself and is included as part of the regulatory excellence. filings. We also provide the analytical and scientific support required to obtain the relevant regulatory authorizations. • The design, development, validation, and execution of engineering and verification testing of medical devices and combination products. The TECs have implemented innovative tools to support the understanding of phenomena (e.g., mathematical modeling) that have been or will be used to de-risk the development initiatives of the new product platforms within Stevanato Group. Furthermore, the TECs have continued to support the strategic collaboration with 37
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 4.3 • Product Quality and Responsibility and delivering it to the patient community. The customized solutions provided vary depending As a commitment to the production of high-quality products, Stevanato on the characteristics and chemical composition of the pharmaceutical products, logistical Group has adopted a Group Quality Policy aiming to collaborate with needs (e.g., transport and shelf-life), factors such as the designated patient community its customers throughout the life cycles of their products, from concept (potentially including the geographic location), and specific regulatory requirements. development to commercialization and post-sales support. This policy reflects the Group’s dedication to delivering high-quality The containment and delivery solution provided is an integral component of the drug product products, advanced technologies, and services that fulfill and anticipate itself and part of the regulatory filings required to approve drug product marketing and its customers’ needs and ISCC+ certification readiness, which can allow commercialization. Hence, the quality and dependability of drug containment and delivery a chain of custody for the processing of sustainable materials along the solutions is critical to obtaining commercialization and marketing approval from regulatory value chain. 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 The Group is committed to creating high-quality systems, processes and services that enhance approved by the relevant regulatory agency. the integrity of medicines. To ensure product quality, Stevanato Group meets certification standards, please refer to section 2.2. In particular, the readiness for ISCC+, as a globally In 2024, Stevanato Group neither initiated a recall from the market nor received any formal recognized certification system for recycled and bio-circular materials, could allow the communication from a third party regarding initiating a recall from the market due to our compliance with social and environmental sustainability criteria. This certification could help product. to ensure compliance, with checks at every point in a supply chain to establish integrity and clear evidence of sustainable materials processing. In addition, this certification could enhance our product portfolio as the Group broadens its sustainable development practices when the market is ready to pursue a regenerative business innovation. 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 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 38
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 5. Human Capital 5.1 • Stevanato Group’s Human Resources 2 self-development for all candidates, while ensuring Management strategy . Values and Guiding Principles are the fairness and inclusivity in the selection process. cornerstone of harmonious interactions • People development: Offering paths to learning and These Values and Guiding Principles, along with a focus at Stevanato Group and the roots of our development that nurture and retain talent and support on customer centricity, are the essence of our corporate leadership in excellence. We foster a the Group’s growth. Training courses that bolster culture, which the Group is committed to disseminating culture that respects Diversity, Equity technical, managerial, and organizational skills to and promoting through dedicated training and & Inclusion and encourages individual support employees’ continuous improvement and tools communication campaigns. contributions, rewarding merit and that assess employee performance help individuals measurable achievements. The Group’s constantly evolve and pursue their personal objectives. The Group is guided by legislation and international policies focus on ensuring fair treatment in • Engagement and reward: Implementing clear policies principles and is committed to maintaining a climate of terms of compensation, benefits, and career to reward merit and measurable achievements in a trust and respect that promotes inclusion and team spirit. development and embrace gender diversity transparent, equal and fair way while guaranteeing The Code of Ethics sets out the standards of conduct as the first step of the journey. welfare programs that support employee well-being identified by the Group. and promoting a social environment that creates a Stevanato Group’s human capital management strategy sense of belonging, valuing diversity at all levels and All stakeholders shall respect the Guidelines that represent endeavors to build a strong team and foster the Group’s locations. the Company’s pillars of business: legality, fairness, anti- sustainable growth through the following key areas of discrimination, professionalism, transparency, market intervention: Our Values and Guiding Principles serve as common abuse prevention, diligence and commitment in daily • Talent attraction and acquisition: Attracting talent ground and a compass for the Group’s Human Capital through competitive offers in terms of career and 2 See section 1.3 Mission, Vision and Values for further details. 39
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI 405-1: Number of employees by professional category and gender % Employee category as of December 31, 2024 as of December 31, 2023 Male Female Total Male Female Total Director 84.6% 15.4% 1.4% 85.7% 14.3% 1.4% Manager 73.6% 26.4% 4.1% 74.7% 25.3% 3.9% Non-Managerial Positions 59.2% 40.8% 94.5% 58.8% 41.2% 94.8% Total 60.2% 39.8% 100.0% 59.7% 40.3% 100.0% work execution, corruption prevention, privacy, health and ensures that its employees’ needs are met (e.g., sick leave, and successful organization. This is in line with Stevanato safety, integrity, sustainability and environmental safety. etc.). Human resource statistics have been reported using Group’s Values and Guiding Principles as well as with the headcount methodology at the end of the reporting the Group’s strategy to create the best team possible As a multinational organization, the Group manages period. For an overview of the distribution of employees by employing a diverse blend of individual skills, people of different nationalities, genders, and cultures, by region (Italy, Rest of EU, and extra-EU), please refer to competencies, cultures, personal attitudes, and strengths. all of whom work together in a climate of mutual respect. the table reported in the Annex section of this document. The objective is to promote an inclusive approach that For this purpose, Stevanato Group fosters a culture that encourages creativity and innovation, contributing to the As of December 31, 2024, Stevanato Group had 5,521 values diversity, equity, and inclusion in all the locations in development of multicultural human capital with different employees. The majority were in Non-Managerial Positions which the Group operates and promotes staff well-being backgrounds and characteristics. at 5,216, followed by 227 Managers and 78 Directors. In through globally competitive compensation and welfare 2024, considering categories of Directors and Managers, programs. A positive work climate at all Group facilities is ensured the female managerial positions on total managerial through dialogue and the sharing of opinions and ideas. positions were 23.6%. The Company is committed to ensuring fair treatment The Company offers the possibility of membership of in terms of compensation and benefits, in addition to trade unions and the right to collective bargaining, in Gender divisions are summarized in the table above. opportunities for career development, regardless of compliance with respect for human rights and diversity. The Group acknowledges that diversity and inclusion are gender, age, ethnicity, disability, sexual orientation or It also adheres to work hours in line with regulations and vital prerequisites for building an equitable, effective, religion, in all of its sites. 40
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI 405-1: Number of employees by professional category and age category % Employee category as of December 31, 2024 as of December 31, 2023 <30 30-50 >50 <30 30-50 >50 Total Total years years years years years years Director 0.0% 60.3% 39.7% 1.4% 0.0% 64.9% 35.1% 1.4% Manager 1.3% 73.6% 25.1% 4.1% 1.4% 77.4% 21.2% 3.9% Non-Managerial Positions 22.6% 60.5% 16.9% 94.5% 25.0% 59.6% 15.3% 94.8% Total 21.4% 61.1% 17.6% 100.0% 23.8% 60.4% 15.8% 100.0% The Group prioritizes diversity, starting with the talent a three-year degree or master’s degree in Engineering Of the total headcount of female employees, 5.3% had a acquisition process, and follows guidelines to ensure that or Biotechnology, followed by Mathematics, Chemistry part-time status as of December 31, 2024. CVs represent both male and female profiles, thereby and Economics. The above-mentioned company growth guaranteeing a diverse and balanced interview team. program is part of a broader integrated human resources Depending on the countries in which the Group operates The Group is committed to a journey toward growing development project supporting Stevanato Group’s Vision and their local laws, working relations are regulated inclusion, starting with gender diversity, by regularly and business plan. The majority of employees in the by national or corporate collective labor agreements monitoring progress on gender balance KPIs. In the Group are employed with permanent contracts (90.2% of or existing legislation. As of December 31, 2024, 77% coming years, this journey will encompass broader forms the total Group employees). Note that the contract type of the Group’s employees were covered by collective of inclusion (cultures, religion, disability, etc.). for each employee is defined by the specific national laws labor agreements. Employees not covered by collective of the country in which the resource is based. bargaining agreements are employed under company or In 2024, the majority of Stevanato employees were individual contracts based on local market standards and aged between 30 and 50 years of age. In general, the Stevanato Group pays special attention to the needs of practices. search for new hires in the production area focuses on its employees, supporting working conditions and flexible candidates with a technical and mechanical degrees. hours for those who need them. The total percentage of For staff positions, the primary background required is employees working part-time in 2024 was 2.6%. 41
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 5.2 • Employee Management and Development By investing in its people and fostering a culture that values individual contributions, the To navigate an ever-changing market and fulfill Stevanato Group’s Group is building a resilient and agile team capable of meeting the challenges of today and mission, the HR Department’s primary strategic objective is to build the tomorrow, ensuring the long-term success of our company. strongest possible team to support the Company’s growth. A cohesive and efficient team is a vital asset, driving success by leveraging the The Annual People Development Cycle unique talents and strengths of each individual. Stevanato Group strengthened and refined its existing processes to align with these priorities, establishing a clear path for continuous development and long-term success. We are dedicated to fostering both personal and professional growth, ensuring favorable working conditions, and creating an environment in which diversity and individual performance are recognized and valued. Through our structured performance management process, we provide tailored development pathways that enable employees to realize their full potential by enhancing their skills and knowledge. The management team has defined this as a strategic priority, allocating substantial resources to develop a competent and engaged workforce. Stevanato Group’s remuneration policy underscores our commitment to fairness and transparency. Guided by the principle of meritocracy, we ensure equal opportunity for employees by consistently monitoring of market compensation trends and through alignment with our professional framework, which encompasses technical, professional, and managerial roles. Compensation is determined by a combination of qualitative factors, such as adherence to predefined performance steps and alignment with the Company’s values, and quantitative factors, including the achievement of specific KPIs. 42
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Stevanato Group considers ongoing employee training and development an essential part expectations for the following months and finally creating a formal occasion to reinforce of the Company philosophy. The continuous development of specialized skills and abilities positive behaviors and correct ineffective ones. not only maintains the Group’s competitive advantage but also ensures that its customers The Talent Review allows the Group’s talent to be identified, and the Succession Planning receive technical solutions in line with their needs, both in terms of quality and innovation. phase leads to identifying and developing the talent pool for key positions that have a The Learning & Development (L&D) department manages and coordinates training and significant impact on the mission of the organization. Training is a fundamental process that development activities at the Corporate Level. The Annual People Development Cycle involves starts at the very beginning of an employee’s professional career. In addition, EHS training is mainly workers in office at global level and is made up of three milestones: Performance provided during the probation period and repeated according to the frequency and manner Appraisal, Talent Review and Succession Planning. Performance appraisals begin with a goal- prescribed by law. During 2024, the Group provided 20,373 hours of employee training setting phase, to be done by the managers at the beginning of the year by following the related to EHS and required by law and 88,334 hours of training on the Quality Management SMART methodology, in line with role-related needs and business needs. System, which is explained in detail in the following section. The Group’s remaining training activities classified as “not mandatory” amounted to 36,804 hours and included training in Goal setting defines what can be expected from people and how they can contribute to induction, language skills, technical skills, soft skills, job instruction, and training related to the achievement of the Company’s goals. It provides individuals with a clear vision of the corporate initiatives. In total, the Company provided 145,511 hours of training during 2024. expectations related to their role, in line with Company objectives and priorities, and fosters the creation of a culture oriented towards responsible people development. Over the year, Quality Training there is continuous monitoring of the progress of the goals to reinforce, and support the efforts made by individuals in the pursuit of those same objectives throughout the year, In compliance with ISO Standards and the applicable principle of GMP (Good Manufacturing with priorities and resources modified according to the upcoming changes. The purpose Practices), Quality Training is provided regularly and mapped for all employees. In relation of mid-year discussion is to provide the employee and manager with the opportunity to to GMP, the training includes the risk of contamination and cross-contamination, potential conduct open and honest communication based on facts, which will facilitate improvement, hazards to the end-user and/or patient, and the impact of any deviations from specified development, and growth. During this meeting the manager shares a plan with each procedures, processes, or specifications on product quality or to the end-user. In addition, collaborator, defining what resources and actions are needed to develop the competencies to specific training in microbiological and particulate contamination and the potential risk of bridge the professional gaps. contamination to the patient is provided to select employees. At the end of the year, managers evaluate their team members on (i) the goals previously Corporate Initiatives set, (ii) six Competencies, and (iii) five Guiding Principles. Collaborators also carry out self- evaluations, and this comparison stimulates the discussion during the feedback moment, At Stevanato Group Company Values and Guiding Principles are considered the heart of through an open and transparent dialogue. The purpose is to provide an opportunity to any Learning and Development Initiative. In 2024, the Annual People Development Cycle foster motivation and engagement by sharing feedback on yearly performance and setting (APDC) evaluation process has been enriched with new elements. Dedicated workshops have 43
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities been run to reinforce the importance of this yearly cycle and the power of a transparent Benefits in Stevanato Group conversation between manager and direct report, also in a cross-culture environment. Furthermore, during 2024, the Group continued the program aimed to foster and strengthen Stevanato Group is currently implementing benefits policies at all of its sites worldwide. a Customer-Centric Mindset through the involvement of a selected number of Ambassadors The main topics covered by such policies are the following and vary according to local laws that raised awareness and sensitized a bigger population on the importance of a Customer and regulations: Centricity approach. The program foresees the inclusion of all Stevanato Group employees. • Maternity and family support (e.g., some countries guarantee a fragility and birth bonus, or The Company recognizes that managers are one of the most important assets for the success an extended maternity leave period); and the sustainability of the Group. For this reason, we dedicate time and resources in • Healthcare; designing a new customized program that will reinforce leadership competencies at all levels • Disability (e.g., permits for taking care of disabled/ill minor children, or retention of the job and will equip “people managers” with updated skills, critical to running the new challenges until full recovery in the event of life-threatening illness requiring ongoing treatment); and leading the continuous growth the Group is facing. • Trade unions (in almost all countries of the Group); • Retirement and pensions (in almost all countries of the Group); Moreover, the Group’s Graduate Program offers to recent graduates two job rotations and the • Insurance; development and presentation of a work project. • Flexibility, work-life balance, and wellbeing (e.g., several sites have emotional wellbeing programs with psychological support provided by a dedicated professional). Finally, “Lean Six Sigma” and “SG STEPS” programs have been developed to further upgrade and improve Stevanato employees’ skills: Partnerships with Training Institutes and Universities • Lean Six Sigma is a training program designed to enhance employees’ skills and competencies, ultimately improving efficiency, speed, and execution quality. The program Stevanato Group is strongly committed to discovering and cultivating employees of the is aligned with the Annual People Development Cycle (APDC), and in 2024, the Company future. To this end, the Company promotes close collaborations with schools and universities engaged approximately 300 selected employees in a structured certification process. This to establish school-work alternation and internship opportunities, and other forms of program contributes as a key enabler of business benefits, including enhanced safety, collaboration for both hiring and research purposes, research grants and fellowships and progressive quality, cost savings, increased productivity, and higher customer satisfaction. joint laboratories. The Group regards these esteemed partnerships as a pivotal element • SG STEPS involves employees at sites, aiming to provide a common model for all processes, of its sustainability strategy, as they directly improve students’ career prospects and their driving the transformation towards Best-in-Class Operations Management. The program placement in the labor market. Over the years, the Group has initiated various collaborations consists of key building blocks, with the “Education & Training” pillar focused on developing with schools and universities in the areas where the Company’s sites are located. Locally skills and fostering organizational growth to nurture and retain talent, in alignment with the based partnerships are the best way to promote the Company and attract talent. In 2024, SG STEPS journey. In 2024, employees trained through this program played a crucial role in a workshop with a U.S.-based university business school was completed to give relevant project execution, providing the benefits of upskilled employees to the Group. leadership-related outputs to some of the Group’s people managers and senior directors. 44
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 5.3 • Occupational Health & Safety 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 implementation of Group policies and programs. Each new job, reporting each hazardous condition via TAG employees through physical and mental harm prevention entity establishes a documented training program, formats. The Improvement Team on Safety, led by the and promotion of employee health. allowing employees to acquire the necessary EHS skills. department of Supervisors, addresses follow-up activities Stevanato provides EHS education and training to all and corrective-action tracing. Monthly safety inspections The Company complies with occupational Health and employees (20,373 hours WW in 2024). of responsibility areas are performed by Supervisors and Safety regulations, a Code of Ethics, and the Group’s EHS Shift Leaders, with checklists periodically reviewed by local Policy and Guidelines. Risk assessments are regularly Employees and their representatives’ participation Top Management. Formal investigations of incidents with performed to detect and assess workplace hazards, and and consultation in the development, implementation, no serious consequences are led by department leaders, to engage employees in the development, implementation and evaluation of the occupational Health and Safety with the involvement of Top Management as needed. and performance evaluation of occupational Health and management system are obtained through: Corrective actions are taken to avoid repeating accidents, Safety management systems. • involvement and prior consultation regarding the and injuries are reviewed by the HQ EHS dept. HR and the identification of hazards, risk assessment, control local EHS Coordinator support injured employees’ return Stevanato manages various aspects of health, safety, measures, preventive measures and accident analysis; to work via a re-entry program. and environmental impacts through its EHS Policy, • involvement in the development and revision of EHS management system corporate policies, reference policies, objectives and goals; Employees use a TAG system for reporting unsafe acts, standard procedures, and supporting documents. • periodical meetings held in accordance with the behaviors, and near misses, which are clearly posted in Stevanato Group companies are mostly ISO 45001:2018 frequency and method of the local legislation. working areas or departments. The Improvement Team certified (for details, please see section 2.2). At the Group analyzes reported events weekly, identifying root causes level, EHS is overseen by the headquarters’ EHS Group Employees are requested to inspect workplaces for and assessing opportunities for improvement or corrective Director, while local site EHS Coordinators ensure the potential risks every day, before starting work or a actions. The Company’s medical service periodically visits 45
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities to prescribe medical protocols for residual risks based on a risk analysis of tasks, which are 1 GRI 403-9: Occupational Health & Safety Rates and Injuries reviewed cyclically. Work related injuries 2024 2023 In some Group entities, employees have access to additional healthcare insurance that includes agreements with third-party providers with reimbursement of expenses and Number of recorded work-related injuries 46 75 services. Furthermore, in compliance with legislative requirements, all the Group companies provide periodic mandatory medical visits carried out by an assigned doctor, who assesses Number of high-consequence work- – – employee health and job suitability. Stevanato Group companies also organize initiatives related injuries (excluding fatalities) aimed at promoting health through diverse, free-of-charge medical care services. Several Number of fatalities as a result of work- health promotion campaigns have been carried out to promote awareness and good practices – – related injury such as flu vaccination campaigns, medical issues and cardiovascular disease prevention campaigns, cancer prevention campaigns, safety training programs, and initiatives promoting Number of worked hours 9,277,389 9,534,140 a healthy lifestyle. For further details, please refer to the corporate website’s ESG section. 2 Rate of recordable work-related injuries 4.96% 7.87% The Stevanato Group Program continued in 2024 with eight pillars and included a “zero Rate of high-consequence work-related – – injuries” long-term safety policy for promoting proper Health and Safety conduct at all levels, injuries (excluding fatalities) supporting a World Class Operations Management (WCOM) transformation that meets the Rate of fatalities as a result of work- demands of customers at the global level. In 2024, there were 46 work-related injuries at – – related injury the Group level, with zero high-consequence injury cases; no work-related fatalities were reported. Rate of total injuries occurred at work 4.96% 7.87% 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. 1 The scope of Health and Safety data includes employees only. In 2024, there were 3 injuries with no high consequences among external workers. 2 The KPI has been calculated with the following formula: (Number of recordable work-related injuries : Number of hours worked) x 1,000,000, equivalent to LTIFR (Lost-Time Injury Frequency Rate). 46
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 6. Supply Chain and Pr ocurement 6.1 • Responsible Supply Chain & Procurement 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 production processes, and other factors. Stevanato Group is also audited by its own corporate values and criteria of competitiveness, objectivity, respectability, correctness, impartiality, fair customers. pricing and quality. Procurement processes aim to achieve competitive results for the Group 3 while ensuring fairness and impartiality towards every supplier in possession of the necessary Since 2021, Stevanato Group requires all suppliers to adhere to its Code of Conduct . prerequisites. 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 The contractual relations with Stevanato Group are subject to an initial assessment at the time differs from these principles could result in the termination of the business relationship or be of purchase and are regularly monitored. The Company has specified analytical purchasing a precluding factor for additional collaboration. Stevanato Group requires its suppliers and rules that establish the contractual conditions, and govern the purchase of raw materials, service providers (in terms of legal compliance) to comply with the statutory requirements semi-finished products, or preparations and services. of the applicable legal system and with the recognized international standards of ethical 3 The Group mandates suppliers to follow legal and ethical standards, promote equal opportunities, Stevanato Group’s supply chain is composed of more than 5,200 suppliers, of which more prevent any forms of child labour as per ILO conventions. Regarding employees’ safety, the Code than 600 are equivalent to about 90% of spending. Stevanato Group works incessantly to highlights the need for suppliers to take responsibility for staff by implementing precautionary measures, meet pharmaceutical quality and regulatory industry standards for products and services. preventing accidents and providing H&S training. Finally, suppliers must follow environmental laws and To do so, it carries out quality control audits on its suppliers by following specific procedures regulations, secure and maintain required environmental permits, operate sustainably, reducing energy designed by Stevanato Procurement functions focused on documentation management, use and emissions, promote waste recycling and handle hazardous materials according to the law. 47
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities conduct. Hence, Stevanato’s procurement practices towards suppliers are continuously reviewed to ensure alignment with the Supplier Code of Conduct and to avoid potential risks and conflicts with ESG requirements. Since 2021, Stevanato Group has collaborated with EcoVadis on an ongoing basis. With EcoVadis’ support, Stevanato Group mapped out and prioritized its supplier base by ESG topics and related risks, including climate-related issues, with the goal of monitoring their environmental and social responsibility throughout the value chain. Through EcoVadis platform, it is provided suppliers with training, education programs, benchmarks and corrective actions plan. In addition, a supplier questionnaire is distributed to suppliers, including an ESG section survey. Based on the collected data, Stevanato Group requests deep dives and corrective actions where necessary. Stevanato Group has mapped its supplier base, focusing specifically on the most significant suppliers based on expenditures. Moreover, through the EcoVadis program, Stevanato Group has trained its Group’s buyers and/or internal stakeholders, as per their roles, on ESG topics and the importance of using EcoVadis platform. By the end of 2024, 229 suppliers (more than 52% of total Supplier Base spending) had been assessed. The results of the assessment showed an overall score of 56.6 based on reviews of all 229 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, 77% of suppliers have a score above 45. Stevanato Group started to require corrective action plans for suppliers with an EcoVadis rating below a pre-determined threshold, which is equivalent to about less than 10% of the suppliers assessed. Moreover, periodic monitoring is conducted for suppliers whose rating exceeds this threshold to ensure ESG oversight. 48
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Score Distribution Finally, suppliers have been divided by location, taking into consideration their registered offices, and defined as local or not in comparison to Stevanato Group’s presence with its sites. For the drug containment solutions business, the Italian sites were included in the scope of the analysis. According to the analysis, the distribution of their procurement expenses for glass suppliers is linked mostly to Italy, with a value of 49%, followed by the rest of the EU with 44%, and extra-EU, with 7%. For the In-Vitro-Diagnostic (IVD) business, the Company included in the scope of analysis the site in Germany. Of its suppliers, 72% are in Germany, followed by the rest of the EU with 21% and extra-EU with 7%. Finally, for the Engineering Segment, the companies in the scope of analysis included the Italian and Danish sites. Analyzing the Italian site, almost all expenses are connected to Italy with a value of 92%, followed by the rest of the EU, with 6%, and extra-EU with 2%. The majority of Stevanato Group expenses in Denmark are local, with a value of 90%, followed by the rest of the EU, with 9%, and extra-EU with 1%. Combining the two companies, EU purchases represent 99% of the total expenditure. 49
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 7. Environment 7.1 • Stevanato Group’s 7.2 • Energy Consumption and Commitment to the GHG Emissions Environment Stevanato Group relentlessly seeks to reduce any negative Attention to the environment is one of the priorities of the environmental impact of its processes and products. Accordingly, the Sustainability Group Strategy. This includes managing its energy Group aims to deal with climate and nature-related risks through the consumption. optimization of natural resource consumption, improved efficiency, According to work conducted as part of the Sustainability Strategy - in particular, on the and innovative solutions, as reflected in the Group’s EHS policy. development of the plan to reduce GHG emissions - Stevanato Group performed energy audits and analyses in order to identify the causes of inefficiency and find solutions. To monitor its environmental footprint, Stevanato Group set up a global management system For companies in the drug containment solutions business, the main energy sources are that identifies potential risks, enacting preventive measures and attentive supervision. The natural gas and electricity, whereas for Drug Delivery Systems, In-Vitro Diagnostic Solutions, Environmental Management System is compliant with ISO 14001; for details, please see and the Engineering segment, the main energy vector is electricity. section 2.2. Additional consumption derives from diesel and gasoline fuel both for heating and for Stevanato Group has identified the possible environmental impact areas of its business emergency electrical generators in the drug containment solutions sites in Piombino Dese, through the Materiality Analysis (see section 2.1 Approach to Sustainability), which includes Brazil, and Mexico, and for transportation of the Company’s logistic vehicles and company energy consumption, GHG emissions, water management, and waste management. The cars. To foster sustainable mobility, the Group began upgrading its company fleet to hybrid Group regularly monitors and manages these impact areas to ensure compliance with the vehicles in 2021. ruling legal requirements of the countries in which it operates. 50
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Stevanato Group has introduced a number of initiatives 1 focused on mitigating energy consumption: GRI 302-1: Energy consumption within the organization • Carried out several efficiency measures at sites; Types of consumption [GJ] 2024 [GJ] 2023 [GJ] • Progressed on the sourcing of renewable-based electricity through Guarantees of Origin in both Danish Natural Gas (non-renewable sources) 832,242.5 871,593.2 and Italian sites; Diesel (non-renewable sources) 5,557.1 5,914.5 • Improved lighting systems through investment in LED technologies; Gasoline (non-renewable sources) 5,180.4 4,433.9 • Installed photovoltaic energy systems that became LPG (non-renewable sources) 530.5 601.0 operational in 2024 in Italy, Mexico, and China. Liquid fuels (non-renewable sources) 11,268.0 10,949.4 The table summarizes the organization’s annual energy Electricity purchased 507,079.2 468,364.0 consumption. Energy consumption in 2024 was fairly from renewable sources (with certificate of origin) 114,030.0 56,322.0 stable compared with 2023. In 2024, renewable- based electricity was about 23% of total electricity use. from non-renewable sources 393,049.2 412,042.0 Meanwhile, Stevanato Group had a significant increase of Electricity from photovoltaic systems (self-consumed) 2,297.6 68.1 the self-produced energy from photovoltaic panels thanks Electricity purchased and internally produced by 509,376.9 468,432.2 to the installation of panels in the China and Mexico sites. photovoltaic systems On the next page are the main types of emissions related to the above-mentioned energy sources. In particular, Thermal energy 541.4 427.9 to report greenhouse gas emissions, Stevanato Group Total energy consumption 1,353,428.9 1,351,402.6 has joined the Greenhouse Gas (GHG) Protocol, which distinguishes emissions between Scope 1, direct emissions of which from renewable sources 116,327.6 56,390.1 associated with sources owned or controlled by the of which from non-renewable sources 1,237,101.2 1,295,012.5 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 1 Conversion factors for all fuels are taken from DEFRA 2024 and 2023. 51
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities methodologies using appropriate emission factors. 1 GRI 305-1: Direct greenhouse gas emissions (Scope 1) Specifically, emissions are calculated by directly measuring the relevant energy source and the conversion into GHG to From non-renewable sources Unit 2024 2023 determine the value of the CO equivalent. 2 Natural Gas t CO eq. 42,304.0 44,311.8 2 The location-based method reflects the average GHG Liquid Fuels t CO eq. 717.8 702.1 2 emissions of grids on which energy consumption occurs, Refrigerant Gas t CO eq. 482.2 510.9 using mostly grid-average emission factor data, while the 2 market-based method reflects emissions from electricity Total direct emissions by GHG (Scope1) t CO eq. 43,504.0 45,524.8 2 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- 1 These figures have been calculated using DEFRA 2024 and 2023 emission factors according to the GHG Protocol methodology. The consolidation based sources in Italy and Denmark, as defined by GRI approach for the Group’s emissions is the operational control. Figures refer to CO equivalents when available. Data are presented without 2 Standards. consideration of any offsetting instruments. In sum, in 2024, the Group registered a value for total emissions (Scope 1 and Scope 2 market-based) of 94,011.0 GRI 305-2: Indirect greenhouse gas emissions (Scope 2) – Emissions calculated according to tons of CO , stable if compared to 94,539.2 tons of CO in 2 2 1,2 the “location-based” and “gross market-based” method 2023. Scope 2 Unit 2024 2023 Electricity – Location-Based t CO eq. 47,519.9 43,444.9 2 Electricity – Market-Based t CO eq. 50,507.0 49,014.4 2 1 The conversion factors used for Scope 2 – Location-Based method – are taken from TERNA. 2 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. 52
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 7.3 • Water Management Water management is a key aspect of the Company’s comes from public services. The sites that are ISO 14001 Starting in 2020, water withdrawal at production sites has environmental approach and a significant topic noted by certified are reported in section 2.2. Overall water been monitored to assess locally based water stress. The Stevanato Group stakeholders in the Materiality Analysis in usage is assessed according to the protocols dictated by Group utilizes the Water Resource Institute Tool to identify relation to the following: certification standards as part of the environmental impact water-stress areas of the organization’s water use and • Defining strategies to increase efficiency and reduce analyses. The data obtained are periodically reviewed water-related impacts and to identify possible measures to water use, especially for the Group’s production by the Group and communicated to local authorities manage them. activities, including water reuse and recycling methods. and monitored for environmental performance. The • Implementing and monitoring effective measures for environmental impact is related to water withdrawn and According to the Water Resource Institute Tool, the the correct management of industrial waste-water water discharges. Group’s Latina (Italy), Mexico, and California sites are 4 discharge, especially discharges containing dangerous located in high- and extremely high-water-stressed areas . substances, in full compliance with current regulations. The quality of the water discharged by the Group’s sites during normal operations has little impact on external 4 For the identification and measurement, reference was made to Stevanato Group draws 58% of its water from local watercourses and treatment sites. However, the amount the interactive map of the Aqueduct Water Risk Atlas. underground sources, with the remaining 42% coming of water withdrawn by Stevanato and the quantity of from the public water supply. Water is used in the its discharges can impact the ecosystem. To minimize production process in the following operations: the withdrawal of groundwater and its impact on local • Washing and sanitizing semi-finished glass products for communities, starting from 2020, the Group modified the pharmaceutical companies; water distribution system at its Company headquarters, • As a carrier fluid in cooling systems; channeling, filtering and cooling water from the semi- • As a cleaner for hygienic uses; finished product sanitizing process (WFI – Water For • For catering in the Company canteen. Injection) so that it can be reutilized. This innovative solution has helped reduce water withdrawal by 10,000 3 Companies in the DDS, IVD, and Engineering segments m /year at the Piombino Dese site. In Mexico and Brazil, use water almost exclusively for hygiene, cleaning, water from production processes is treated and made and catering purposes. The water used in these sites suitable for irrigation and gardening. 53
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Water withdrawal data are calculated based on the official GRI 303-3 2018: Water withdrawal As of December 31, 2024 As of December 31, 2023 figures reported in the water supplier’s documentation, which notes the amount of water withdrawn from public Unit of Measure: Megaliters All areas Areas with All areas Areas with service. In order to accurately monitor the volume of water stress water stress water taken from underground sources, a specific water meter has been installed. In 2024, the increase in water Groundwater (total) 290.8 48.2 271.9 45.5 withdrawn was mainly related to increased production at Freshwater (≤1,000 mg/L Total high-quality level. 290.8 48.2 – – Dissolved Solids) Other water (>1,000 mg/L Total In terms of water discharge, effluents are monitored in – – 271.9 45.5 Dissolved Solids) accordance with regular and precise chemical analyses, which are regulated by a monitoring and control 1 Third-party water (total) 206.8 33.1 172.7 24.7 procedure by the operating unit. Generally, water Freshwater (≤1,000 mg/L Total effluents from the Group’s offices and production sites 206.8 33.1 172.7 24.7 Dissolved Solids) are discharged into the public sewer system based on a specific contract, which also outlines the acceptable limits Other water (>1,000 mg/L Total – – – – in compliance with legislation. Dissolved Solids) The data presented in the following table are the result Total water withdrawal 497.6 81.3 444.6 70.2 of measurements, where available, and estimations. Overall, the Company’s sites 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. 1 Third-party water withdrawal for water-stressed areas is from surface water, with 33.1 Ml as of 31/12/2024 and 24.7 Ml as of 31/12/2023. 54
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI 303-4 (2018): Water discharge As of December 31, 2024 As of December 31, 2023 7.4 • Waste Unit of Measure: Megaliters All areas Areas with All areas Areas with Management water stress water stress Surface water 21.8 21.8 16.0 16.0 Stevanato Group is dedicated to reducing natural resource consumption related to Third party water 229.1 27.6 191.0 24.0 processes and products over their entire life Freshwater (≤1,000 mg/L Total cycles. 186.8 – – – Dissolved Solids) Stevanato Group pays special attention to waste Other water (>1,000 mg/L Total production, respecting all the mandatory regulations in Dissolved Solids) - delivered to 12.3 12.3 28.5 23.5 every country in which it operates. As defined in the EHS treatment plant Policy, the Group strives to minimize the total amount Other water (>1,000 mg/L Total of waste using the best available techniques and reports 30.0 15.3 162.5 0.5 Dissolved Solids) - other results to stakeholders. The waste produced by the Group’s companies derives from the production processes Total water discharge 250.9 49.4 207.0 40.0 and comes mainly from warehousing (packaging materials), production (production and quality waste) and Freshwater 208.6 21.8 – – ancillary activities, such as maintenance and office work. (≤1,000 mg/L Total Dissolved Solids) Sites dedicated to the production of glass primary drug Other water packaging generate several types of waste depending on 42.3 27.6 207.0 40.0 (>1,000 mg/L Total Dissolved Solids) the manufacturing operations. Stevanato stresses the importance of circularity in its production process as per the corporate sustainability and circular innovation measures. Its Waste to Value practices 55
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities give new purpose to material like glass and plastics scraps GRI 306-3 (2020): As of December 31, 2024 As of December 31, 2023 that would otherwise become trash. Indeed, Stevanato 1 Waste generated Group invests in innovative practice solutions to upcycle its waste as it does in its sites in Germany and Slovakia as Recovered Not Total (ton) Recovered Not Total (ton) part of the sites’ circular loops. Recovered Recovered DCS Business 6,760 538 7,298 7,225 749 The Group’s waste management process involves 7,974 collecting and storing waste in designated areas and DDS, IVD Business 722 14 736 1,084 412 1,496 specific containers according to the type of waste. Engineering Business 237 50 286 171 49 220 Volumes are controlled by measuring the masses delivered to the disposal plants. The relevant data are Total (ton) 7,719 602 8,321 8,480 1,211 9,691 stored in a specific database for each site 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 that operate in compliance with the relevant contractual or legal regulations. Moreover, to improve its 1 No additional information are provided for confidentiality reasons waste management methods, Stevanato Group has begun exploring new opportunities to expand its corporate sustainability and circular innovation measures. All sites producing drug containment solutions are In 2024, hazardous waste accounted for 6.5% of the committed to implementing glass scraps reuse through total volume of waste produced, which was almost specialized partners, which convert waste into new raw stable compared to the previous year. Waste production material. In specific instances where solutions are not decreased (-14%) in 2024, thanks to improvement in found, alternative improvements are pursued. Following process efficiency and the finalization of refurbishing this principle, in 2024, the Slovakian site installed a waste activities. In 2024, waste recovered and prepared to reuse, treatment line that grinds scraps and selects materials to recycling, and treatment was 92.8% of the total amount of produce glass granulate to be re-used. waste produced. 56
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 8. Local Communities 8.1 • Local Communities' Engagement Stevanato Group has always been closely linked to the land and the communities in which it operates. In Italy, where it has been present for more than 75 years, Stevanato Group has demonstrated its commitment to the local area for decades, reconciling its industrial development by improving the overall quality of people’s lives. As in the past, Stevanato Group is increasing its engagement with its local communities, as evidenced by locally led initiatives through the Group’s various sites around the world. • In Piombino Dese (Italy), as an education initiative, year agreement with the school, becoming their career • In Brazil, as a social engagement initiative, employees students at a local high school took Yellow Belt planning course base. supported people affected by floods by collecting goods courses and certifications on quality and process • In Slovakia, as a social engagement initiative, employees of first aid. improvements. provided Christmas gifts for elderly residents in • In China, as an education initiative, an interactive retirement homes and hospitals. In 2024, Stevanato Foundation focused on the areas of periodic table cabinet was donated to help students • In Mexico, as social engagement initiatives, the local social welfare, social health, education and training, with with their chemistry studies and inspire future interest staff organized activities for children and families, special attention to children and youth, by implementing a in the subject. Additionally, the Company signed a five- including creative projects and interactive experiences. series of initiatives. 57
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 2024 – Stevanato Foundation Distribution of Donations The main initiatives were as follows: • Donated two portable echocardiographs to two local hospitals in northeastern Italy to enhance diagnostic and therapeutic service in cardiology departments; • Provided equipment to set up a new gymnasium, for disabled children within the SPECIAL OLYMPICS Project; • Launched, with a local association, a two-year out- of-school care project dedicated to children with autism spectrum disorders which belong to families in socioeconomic distress. • Finally, the Foundation has given support to primary and secondary schools of Piombino Dese (IT). This includes: • after-school activities for children with learning difficulties; • support for children with disabilities during school hours with dedicated teachers; • support for children facing health or socio-economic challenges, with summer camps during the school summer break. 58
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Annex 1 1 GRI 2-7: Number of employees by type of job GRI 2-7: Number of employees by type of employment contract Part time / Employment as of December 31, 2024 as of December 31, 2023 as of December 31, 2024 as of December 31, 2023 Full time contract Men Women Total Men Women Total Men Women Total Men Women Total Italy 1,883 1,268 3,151 1,863 1,264 3,127 Italy 1,883 1,268 3,151 1,863 1,264 3,127 Full time 1,875 1,176 3,051 1,859 1,173 3,032 Permanent 1,681 1,153 2,834 1,553 1,060 2,613 Part time 8 92 100 4 91 95 Temporary 202 115 317 310 204 514 Rest of EU 746 376 1,122 791 419 1,210 Rest of EU 746 376 1,122 791 419 1,210 Full time 726 351 1,077 778 395 1,173 Permanent 682 352 1,034 738 397 1,135 Part time 20 25 45 13 24 37 Temporary 64 24 88 53 22 75 Extra EU 694 554 1,248 707 582 1,289 Extra EU 694 554 1,248 707 582 1,289 Full time 693 554 1,247 707 582 1,289 Permanent 609 501 1,110 625 526 1,151 Part time 1 – 1 – – – Temporary 85 53 138 82 56 138 Total 3,323 2,198 5,521 3,361 2,265 5,626 Total 3,323 2,198 5,521 3,361 2,265 5,626 1 The Part-time category includes non-guaranteed hours employees: 1 employee (Man) as of 31 December 1 2024 figures have been adjusted for a calculation improvement. 2024 in Rest of EU, and 2 employees (Men) as of 31 December 2023 in Rest of EU. 59
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 1 GRI 401-1: Incoming employees by age group and gender (n° and %) in 2024 GRI 401-1: Incoming employees by age group and gender (n° and %) in 2023 Incoming Incoming employees employees by age Men % Women % Total % by age Men % Women % Total % <30 years old 193 5.8% 128 5.8% 321 5.8% <30 years old 393 11.7% 198 8.7% 591 10.5% 30 – 50 years old 217 6.5% 150 6.8% 367 6.6% 30 – 50 years old 407 12.1% 228 10.1% 635 11.3% >50 years old 50 1.5% 28 1.3% 78 1.4% >50 years old 80 2.4% 31 1.4% 111 2.0% Total 460 13.8% 306 13.9% 766 13.9% Total 880 26.2% 457 20.2% 1,337 23.8% 1 In the GRI 401-1 related data, the age of employees is calculated based on the date of when hire/exit occurred. GRI 401-1: Incoming employees by gender and region (n° and %) in 2024 GRI 401-1: Incoming employees by gender and region (n° and %) in 2023 Incoming employees Incoming employees by region Italy Rest of EU Extra EU Total by region Italy Rest of EU Extra EU Total Men 222 84 154 460 Men 542 142 196 880 % 6.7% 2.5% 4.6% 13.8% % 16.1% 4.2% 5.8% 26.2% Women 111 27 168 306 Women 249 68 140 457 % 5.1% 1.2% 7.6% 13.9% % 11.0% 3.0% 6.2% 20.2% Total 333 111 322 766 Total 791 210 336 1,337 % 6.0% 2.0% 5.8% 13.9% % 14.1% 3.7% 6.0% 23.8% 60
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2024 GRI 401-1: Outgoing employees by age group and gender (n° and %) in 2023 Outgoing Outgoing employees employees by age Men % Women % Total % by age Men % Women % Total % <30 years old 186 5.6% 121 5.5% 307 5.6% <30 years old 218 6.5% 135 6.0% 353 6.3% 30 – 50 years old 250 7.5% 201 9.1% 451 8.2% 30 – 50 years old 289 8.6% 219 9.7% 508 9.0% >50 years old 71 2.1% 53 2.4% 124 2.2% >50 years old 67 2.0% 44 1.9% 111 2.0% Total 507 15.3% 375 17.1% 882 16.0% Total 574 17.1% 398 17.6% 972 17.3% GRI 401-1: Outgoing employees by gender and region (n° and %) in 2024 GRI 401-1: Outgoing employees by gender and region (n° and %) in 2023 Outgoing employees Outgoing employees by region Italy Rest of EU Extra EU Total by region Italy Rest of EU Extra EU Total Men 206 131 170 507 Men 245 136 193 574 % 6.2% 3.9% 5.1% 15.3% % 7.3% 4.0% 5.7% 17.1% Women 107 71 197 375 Women 123 69 206 398 % 4.9% 3.2% 9.0% 17.1% % 5.4% 3.0% 9.1% 17.6% Total 313 202 367 882 Total 368 205 399 972 % 5.7% 3.7% 6.6% 16.0% % 6.5% 3.6% 7.1% 17.3% 61
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI content inde x Stevanato Group has reported the information cited in this GRI content index for the period January 1 to December 31 with reference to the GRI Statement of use Standards. GRI 1: Foundation 2021 GRI 1 used GRI STANDARD DISCLOSURE LOCATION Page NO. / Notes GRI 2: General Disclosures 2021 2-1 Organizational details Back cover – Organizational Details p. 9-13 2-2 Entities included in the organization’s sustainability reporting Methodological Note p. 5-6 2-3 Reporting period, frequency and contact point Methodological Note p. 5-6 2-4 Restatements of information Methodological Note p. 5-6 2-5 External assurance Methodological Note p. 5-6 Independent Audit Report p. 68-69 2-6 Activities, value chain and other business relationships Organizational Details p. 9-13 Responsible Supply Chain & Procurement p. 47-49 2-7 Employees Stevanato Groups' Human Resources p. 39-41 Annex p. 59-61 62
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities GRI 2: General Disclosures 2021 The Company Structure and Main Corporate 2-9 Governance structure and composition p. 15-16 Functions 2-22 Statement on sustainable development strategy Letter to Stakeholders p. 4 2-23 Policy commitments Ethics, Integrity and Compliance p. 16-17 2-27 Compliance with laws and regulations Ethics, Integrity and Compliance p. 16-17 Participation in Organizations and 2-28 Membership associations p. 23 Associations 2-29 Approach to stakeholder engagement Approach to Sustainability p. 18-20 2-30 Collective bargaining agreements Stevanato Group’s Human Resources p. 39-41 GRI 3: Material Topics 2021 3-1 Process to determine material topics Approach to Sustainability p. 18-20 3-2 List of material topics Approach to Sustainability p. 18-20 Economic performance and value creation 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Stakeholder Value Creation p. 24 GRI 201: Economic Performance 201-1 Direct economic value generated and distributed Stakeholder Value Creation p. 24 2016 Responsible supply chain and procurement 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Responsible Supply Chain & Procurement p. 47-49 GRI 204: Procurement Practices 204-1 Proportion of spending on local suppliers Responsible Supply Chain & Procurement p. 47-49 2016 63
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Business ethics, governance and compliance 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Ethics, Integrity and Compliance p. 16-17 GRI 205: Anti-corruption 2016 205-3 Confirmed incidents of corruption and actions taken Ethics, Integrity and Compliance p. 16-17 GRI 206: Anti-competitive Behavior 206-1 Legal actions for anti-competitive behavior, anti-trust, and Ethics, Integrity and Compliance p. 16-17 monopoly practices 2016 Energy consumption 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Energy Consumption and GHG Emissions p. 50-52 GRI 302: Energy 2016 302-1 Energy consumption within the organization Energy Consumption and GHG Emissions p. 50-52 Water management 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Water Management p. 53-55 303-1 Interactions with water as a shared resource Water Management p. 53-55 303-2 Management of water discharge-related impacts Water Management p. 53-55 GRI 303: Water and Effluents 2018 303-3 Water withdrawal Water Management p. 53-55 303-4 Water discharge Water Management p. 53-55 GHG emissions 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Energy Consumption and GHG Emissions p. 50-52 64
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities 305-1 Direct (Scope 1) GHG emissions Energy Consumption and GHG Emissions p. 50-52 GRI 305: Emissions 2016 305-2 Energy indirect (Scope 2) GHG emissions Energy Consumption and GHG Emissions p. 50-52 Waste management 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Waste Management p. 55-56 306-1 Waste generation and significant waste-related impacts Waste Management p. 55-56 GRI 306: Waste 2020 306-2 Management of significant waste-related impacts Waste Management p. 55-56 306-3 Waste generated Waste Management p. 55-56 Human capital management and development 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Stevanato Group’s Human Resources p. 39-41 Employee Management and Development p. 42-44 GRI 401: Employment 2016 401-1 New employee hires and employee turnover Annex p. 59-61 The Company Structure and Main Corporate 405-1 Diversity of governance bodies and employees p. 15-16 GRI 405: Diversity and Equal Functions Opportunity 2016 Stevanato Group’s Human Resources p. 39-41 Employee well-being 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Employee Management and Development p. 42-44 401-2 Benefits provided to full-time employees that are not provided to GRI 401: Employment 2016 Employee Management and Development p. 42-44 temporary or part-time employees 65
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Occupational Health & Safety 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Occupational Health & Safety p. 45-46 403-1 Occupational health and safety management system Occupational Health & Safety p. 45-46 403-2 Hazard identification, risk assessment, and incident investigation Occupational Health & Safety p. 45-46 403-3 Occupational health services Occupational Health & Safety p. 45-46 403-4 Worker participation, consultation, and communication on Occupational Health & Safety p. 45-46 occupational health and safety GRI 403: Occupational Health and Safety 2018 403-5 Worker training on occupational health and safety Occupational Health & Safety p. 45-46 403-6 Promotion of worker health Occupational Health & Safety p. 45-46 403-7 Prevention and mitigation of occupational health and safety Occupational Health & Safety p. 45-46 impacts directly linked by business relationships 403-9 Work-related injuries Occupational Health & Safety p. 45-46 Human rights 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Ethics, Integrity and Compliance p. 16-17 GRI 406: Non-discrimination 2016 406-1 Incidents of discrimination and corrective actions taken Ethics, Integrity and Compliance p. 16-17 Local communities' engagement 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Local Communities' Engagement p. 57-58 66
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities In 2024, no significant actual or potential 413-2 Operations with significant actual and potential negative impacts GRI 413: Local Communities 2016 GRI Content Index negative impacts on on local communities local communities were registered. Product quality and responsibility 3-3 Management of material topics Approach to Sustainability p. 18-20 GRI 3: Material Topics 2021 Product Quality and Responsibility p. 38 GRI 416: Customer Health and 416-2 Incidents of non-compliance concerning the health and safety Product Quality and Responsibility p. 38 impacts of products and services Safety 2016 Research & Development and Innovation: topic not covered by topic-specific GRI Standards GRI 3: Material 3-3 Management of material topics Approach to Sustainability p. 18-20 Topics 2021 Research & Development and Innovation p. 29-37 67
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Independent Audit Report 68
Stevanato Group Sustainability Economic Value Innovation Human Capital Supply Chain Environment Local Communities Independent Audit Report 69
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 70
EX-99.4
Exhibit 99.4
STEVANATO GROUP S.P.A.
REPORT OF THE AUDIT COMMITTEE
TO THE SHAREHOLDERS
ON THE ACTIVITIES CARRIED OUT
IN THE FINANCIAL YEAR 2024
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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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 5, 2024 the Audit Committee modified the Related Parties Policy according to organizational changes and the updated version has been published on the Company website. .
This report – prepared in accordance with the Italian law and submitted to the Shareholders’ Meeting convened for 23 May 2025– provides a brief description of the supervisory activities carried out by the Committee in the period from January 1, 2024 to December 31, 2024 (2024 financial year ending date) (the “Report”).
*** *** ***
| 1. | COMPOSITION AND MEETINGS OF THE COMMITTEE. |
|---|
On May 247, 2024, the Board of Directors appointed as members of the Committee Mr. William Federici, Mr. Fabio Buttignon and Mr. Luciano Santel.
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, Mr. Fabio Buttignon and Mr. Luciano Santel are “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 May 24, 2024, the Committee appointed Mr. William Federici as Chairman.
In 2024, seven meetings of the Committee were held, attended by, in addition to the members of the Committee, the following persons:, the former Chief Executive Officer (Mr. Franco Moro), and the new Chief Executive Officer (Mr. Franco Stevanato), 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
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
|---|
President Investor Relations (Ms. Lisa Miles), the Internal Auditor (Ms. Andrea Damian), the Senior Director, Group Planning & Control (Mr. Diego Benatti), the Consolidation and Administration Manager (Ms. Silvia Stella), the Treasury Director (Mr. Giuliano Dalla Cia), the Tax Director (Mr. Marco Toniolo), the HR Internal Communication Coordinator / AFC Project Manager (Ms. Elisabeth Marin), the Director Legal (Ms. Leila Petrelli), the Compliance Manager (Claudia Costa), as well as the auditors responsible for the auditing of the Company’s financial statements of appointed at the Shareholder meeting of May 24, 2023, by the Audit Firm PricewaterhouseCoopers S.p.A. (Mr. Luca Meneguz and Mr. Scott Cunningham).
Below is attached a table with an indication of the number of meetings attended:
| Partecipants | Number of meetings | Percentage of attendance |
|---|---|---|
| William Federici | 7 | 100 |
| Fabrizio Bonanni | 5 | 71,4 |
| Fabio Buttignon | 7 | 100 |
| Luciano Santel* | 2 | 28,6 |
| CEO** | 7 | 100 |
| CFO | 7 | 100 |
| CIO | 3 | 42,8 |
| General Counsel, Senior Vice President, Company Secretary | 7 | 100 |
| Investor Relations Senior Vice President | 7 | 100 |
| Internal Auditor | 7 | 100 |
| Senior Director, Group Planning & Control | 7 | 100 |
| Consolidation and Reporting Manager | 7 | 100 |
| Treasury Manager | 1 | 14,3 |
| Tax Director | 1 | 14,3 |
| HR Internal Communication Coordinator / AFC Project Manager | 7 | 100 |
| LegalManager | 7 | 100 |
| Compliance Manager | 4 | 57,1 |
| PwCS.p.A. | 7 | 100 |
*Luciano Santel was appointed as Audit Committee Member on May 24, 2024 – replacing Fabrizio Bonanni – and attended all of the 2024 Audit Committee meetings held after his appointment.
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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** Franco Moro no longer served as CEO effective Jun 30, 2024.
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 ten (10) Board of Directors meetings, two (2) ESG Committee meetings and seven (7) Business & Strategy Committee meetings; and
Mr. Fabrizio Bonanni at ten (10) Board of Directors meetings, five (5) meetings of the Nominating & Corporate Governance Committee and seven (7) meetings of the Business & Strategy Committee; and
Mr. Fabio Buttignon at ten (10) Board of Directors meetings and two (2) ESG Committee Meeting; and
Mr. Luciano Santel at four (4) Board of Directors meetings, three (3) meetings of the Nominating & Corporate Governance Committee and three (3) meetings of the Business & Strategy Committee.
| 2. | GENERAL OBSERVATIONS. |
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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 2024, 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 ANDOF THE GROUP. |
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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 2024, also considering the continuous implementation of the regional structure, we point out the following:
| - | the appointment of Mr. Franco Stevanato as CEO in 2024; |
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| - | the appointment of the Chief Operations Officer - a new role within the Group; |
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| - | the organizational reshape within the CTO organization; |
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| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 | |
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| - | the reorganization of the area of EMEA region for DCS plants and in Fishers (Indiana- USA) plant;<br> |
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| - | the appointment of the Senior Director, Corporate Sales and Projects– a new role within the Group, due to the<br>regional organization; |
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| - | the reorganization of the Drug Delivery System function and IVD Function; |
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| - | the appointment of the Senior Procurement Director; |
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| - | the reshaping of the controlling department; |
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| - | the appointment of Data Protection Officer according to the EU Reg. 679/2016 - a new role within the Group.<br> |
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The Company has also continued the reorganization based on a central corporate structure and 3 regions: EMEA, Americas, and APAC.
| 4. | SUPERVISORY ACTIVITIES ON THE ADEQUACY OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMOF THE COMPANY AND THE GROUP. |
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| 4.1. | SUPERVISION OF THE ADEQUACY OF THE INTERNAL CONTROL SYSTEM. |
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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<br>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; |
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| ● | controls operating at the process level, such as: internal procedures, operating rules, authorization flows,<br>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<br>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<br>would have a significant impact on financial reporting (material misstatement); or |
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| - | monitoring / investigative (detective), i.e. designed to verify that any errors or fraud have not occurred / have<br>not been implemented; and |
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| - | manual, if personally executed by an operator; or |
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| - | automatic, if designed within the IT applications supporting business activities. |
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The Company’s internal control system comprises the following high-level roles:
| ● | the governing body, which delegates responsibility and provides resources to management for achieving the objectives<br>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<br>and communicate transparently on the achievement of objectives; |
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| ● | management level (first and second line roles) with the accountability for executing the controls identified to<br>mitigate risks related to day-by-day activities included in the processes they are responsible. Moreover, the management is responsible for establishing and maintaining<br>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 &<br>Corporate Affairs, Quality, HSE & Sustainability) |
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| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 | |
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| ● | internal audit, which provides independent and objective assurance and advice to management and the governing body on<br>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.<br>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.
In light of the material weaknesses identified based on the assessment performed as of December 31, 2023, during 2024, under the oversight of the Audit Committee, the Company’s management continued to carry out and improve the remediation plan previously designed with the aim to foster the internal control culture, complete the remedial actions already in place and implement the desired remedial actions. More specifically, over the past period, the company has strengthened its Accounting, Finance, Compliance, Internal Audit, and IT & Security functions by hiring experienced professionals and establishing dedicated teams, thereby enhancing its organizational structure and internal expertise. Internal controls have been reinforced through the implementation of tailor-made remedial actions, the establishment of a SOX Steering Committee, and ongoing support from expert consultants. Additionally, extensive training programs have been conducted to ensure compliance with regulatory requirements, while through the digital transformation initiative the Company set the objective to further automate controls on financial reporting and improve the effectiveness of internal controls.
As of 31 December 2024, 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). Notwithstanding the progress made in our remediation plan, the assessment revealed some material weaknesses in the structure of the internal control system, mainly related to the experience of the control owners, the formalization and documentation of controls, the general information technology processes and controls (in particular with regard to the program change management controls and user access 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 149 and following in the 20-F, filed on March 6, 2025.
The Audit Committee has not identified any other significant issues to report.
| 4.2. | SUPERVISORY ACTIVITIES ON THE ADEQUACY OF THE RISK MANAGEMENT SYSTEM. |
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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.
The Committee examined in particular:
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 | |
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| I. | The impairment test on goodwill and other indefinite-life intangible assets carried out by the management, according<br>to the principles established by the International Accounting Standard Board (IASB) in IAS 36 “Impairment of Assets”. |
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| II. | The Internal audit charter as drafted by the internal audit function, as stated in the charter the Internal Audit<br>team’s mission is to be a professional partner to business management and support the sustainable implementation of Stevanato Group’s long term value creation strategy by: |
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| ● | developing a broad understanding of risks and controls; |
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| ● | supporting the improvement of organization’s operations; |
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| ● | incorporating companies’ Guiding Principles and Values into all activities; |
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| ● | acting as an assurance services and advisory services partner, when appropriate. |
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| Through its activities, the Internal Audit Function aimed at strengthening the effectiveness of the<br>Organization’s governance, internal control risk management framework and related processes. | |
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| III. | The new release of the Related Party Transaction Policy following the reconstitution of the compliance function and<br>the abolition of the Process and Procedure function The Committee expressed a favorable opinion and recommended the policy approval to the Board of Directors. |
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| IV. | Appointment of Supervisory Body pursuant to Legislative Decree no. 231/2001. The Committee members received an<br>update regarding the expiration of the Supervisory Body and the proposal of renewal of the Supervisory Body including in the current composition the Compliance Manager . The Committee expressed a favorable opinion and recommended the appointment of<br>such Supervisory Body. |
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| V. | The agreement update related to Italian Joint taxation Agreement with Stevanato Holding S.r.l.. The Committee<br>expressed a favorable opinion and recommended the Agreement approval to the Board of Directors. |
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| 4.3. | SUPERVISION OF THE PROCESSES OF VERIFYING THE COMPLIANCE OF THE ACTIVITIES OF THE COMPANYAND THE GROUP WITH APPLICABLE REGULATIONS. |
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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<br>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<br>operation of the Supervisory Body; |
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| ● | several special sections, one for each category of offences relevant for Legislative Decree no. 231/01, containing a<br>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<br>relation to individual offences; |
| --- | --- |
| ● | two annexes containing a description of (i) the control protocols, provided for each “sensitive<br>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
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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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.
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 2024, according to the Annual Plan of Activities and Controls - Year 2024, 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:
| - | audit on the system of delegations and powers of attorney and of the internal authorization levels;<br> |
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| - | audit on “intra-group relationships” with particular reference to service activities; |
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| - | audit on the sensitive process pursuant to Legislative Decree 231/01 linked to trademarks and patents in relation to<br>crimes relating to copyright and those against industry and commerce; |
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| - | audit of some of the sensitive activities pursuant to Legislative Decree 231/01 relating to the “Human<br>Resources” in relation to the corruption and corporate crimes; |
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| - | audit of the area of risk of crime linked to “privileged information” in relation to art. 25-sexies of Legislative Decree 231/01 on market abuse crimes; |
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| - | meeting with the Internal Audit function on the results of the audit activities related to the corporate and tax crimes<br>(referred to art. 25-ter and 25-quinquiesdecies of Legislative Decree 231/01). |
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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 2024, the Company has adopted a new Whistleblowing Policy and new platform implemented according to EU Directive 2019/1937 to greater ensure the confidentiality of the person reporting the issue and the information received, as well as its validity.
The Anti-Bribery Anti-Corruption, Anti-Discrimination policy and the Model 231 were modified according to the new Whistleblowing. In November 2024 Company has adopted the Privacy Master Policy in order to define and to formalize, the roles and responsibilities linked to the Privacy Governance Organization of Stevanato Group and appointing the Data Protection Officer. Considering the Group organization, the principles and guidelines set out by the Privacy Master Policy are, for Group Company based in EU strictly based on the EU Regulation 2016/679 (“General Data Protection Regulation”, hereinafter GDPR) for company based extra-EU are inspired by the requirements provided by the GDPR, which can be considered the best practice.
| 5. | SUPERVISION OF THE ADMINISTRATIVE AND ACCOUNTING SYSTEM OF THE COMPANY AND OF THE GROUP -CONTROL OF THE COMPANY’S FINANCIAL INFORMATION. |
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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.
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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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, 2024.
Moreover, the Committee reviewed the financial results for the first quarter 2024, the financial results for the second quarter of 2024 and the first half of 2024, the financial results for the third quarter of 2024, and the financial results for the fourth quarter of 2024 and entire financial year 2024, 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.
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 2024; (ii) the second quarter of 2024 and the first half of 2024 (iii) the third quarter of 2024 and (iv) on the fourth quarter 2024 and the full year 2024, 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. |
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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.
The costs for such tasks and activities – carried out by PwC and other audit firms belonging to PwC’s international network – were borne by Stevanato until the shareholders’ meeting held on May 22, 2024.
Following several exchanges with PricewaterhouseCoopers S.p.A., in the course of the last financial year 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.
Consequently, on December 11, 2023, PricewaterhouseCoopers S.p.A. submitted an offer to the Company to amend the terms and conditions of the audit appointment previously in force
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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In particular such offer covered 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<br>accordance with Legislative Decree no. 39/2010); |
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| (ii) | statutory audit of the consolidate financial statements of Stevanato Group; |
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| (iii) | audit of the financial statements included in Form-20 prepared in accordance<br>with the regulations issued by the SEC; |
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| (iv) | audit of the internal controls over the consolidated financial reporting process of the Stevanato Group pursuant to<br>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.; |
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| (v) | review of the consolidated interim financial statements for the years 2023 (limited to the quarterly financial<br>results as of 30 June 2023 and 30 September 2023), 2024 and 2025, in accordance with PCAOB AS 4105 Reviews of Interim Financial Information; |
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| (vi) | with reference to financial year 2023, SOX Services limited to the audits to be carried out on SG Denmark and Ompi<br>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<br>packages of the these subsidiaries. |
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The annual compensation to be paid in connection with the performance of the of the auditing activities was equal 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 on December 11, 2023.
In light of the above, pursuant to Article 13 of Italian Legislative Decree no. 39/2010, the shareholders’ meeting held on May 22, 2024, on a substantiated proposal of the Audit Committee, resolved to (a) amend the engagement granted to PwC by means of the resolution adopted by the shareholders’ meeting held on May 24, 2023 and, consequently, (b) amend the annual compensation granted to PwC by means of the aforementioned shareholders’ meeting’s resolution, in accordance with the terms and conditions better detailed above.
That being said, and without prejudice to the above, on February 5, 2025, PwC submitted an offer to the Company for the purpose of the increase of the compensation provided for in connection with the current audit appointment, considering the complexity and the amount of resources that the auditing and verification activities relating to Stevanato and Stevanato Group have proven to require as compared to what was originally estimated, especially in relation to SOX Services.
In particular, said offer envisages a fixed increase of the compensation due to PwC equal to additional Euro 255,000.00 (plus VAT) for the auditing of the Company’s financial statements and consolidated financial statements, as well as the further tasks and activities to be conducted by the external auditor in compliance with Italian and US laws and regulations, performed and to be performed in the financial years 2023, 2024, and 2025 - save for any extraordinary events, such as, for example, extraordinary transactions and/or acquisitions and/or other changes that may result in a significant change in the scope of activities to be performed by PwC.
Said offer also provides for a reduction in the compensation due to the company belonging to the PwC network performing the auditing and verification activities on the financial statements of the subsidiary Ompi N.A. S. de R.L. de C.V. in relation to 2024 (respectively, “PwC Mexico” and “Ompi Mexico”), considering the cessation of the obligation to carry out the statutory audit over the financial statements of Ompi Mexico. As a result of this reduction, the relevant
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 |
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fee due is reduced from Euro 65,000.00 to Euro 52,000.00 and, although the statutory auditing and verification activities for the financial years 2024 and 2025 will be performed by PwC Mexico, the aforementioned fee will be invoiced by PwC to the Company as such activities relate to the auditing of the Company’s consolidated financial statements.
In compliance with the provisions of Legislative Decree No. 39/2010, as well as the SEC and PCAOB regulations applicable to the Company, and in accordance with the Audit Committee Charter, the Audit Committee expressed a positive opinion on the offer submitted by PwC on February 5, 2025 the 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 : “Increase of the compensation granted to PricewaterhouseCoopers S.p.A. in relation to the auditing of the Company’s financial statements andconsolidated 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 onDecember 31, 2023, December 31, 2024, and December 31, 2025; related resolutions.
In particular, the Audit Committee considered it advisable that Stevanato accepts the offer submitted by PwC on February 5, 2025, as the increase of the compensation requested by PwC in connection with the auditing activities summarized above is adequate in light of the complexity of the activities to be carried out by the external auditor, the effort required, and the relevant responsibilities
Inlight of the foregoing, pursuant to Article 13 of the Italian Legislative Decree no. 39/2010, as resolved at the Audit Committee’s meeting of February 4, 2025, we submit to you, in relation to item 5 of the agenda of the OrdinaryShareholders’ Meeting convened on May 22, 2024, the proposal to:
increase the compensation granted to the audit firmPricewaterhouseCoopers S.p.A. by means of the resolution adopted by the shareholders’ meeting held on May 24, 2023, as amended by means of the resolution adopted by the shareholders’ ordinary meeting held on May 22, 2024,granting to the same 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 externalauditor in compliance with Italian and US laws and regulations, a further compensation equal to Euro 255,000.00 (plus VAT) for the financial years 2023, 2024 and 2025, as better detailed in the offer submitted by PricewaterhouseCoopers S.p.A. onJanuary 5, 2025 and summarized above.
In light of the appointments of the Audit Firm and of the companies belonging to its network made by the Group and of the independence confirmation statement issued by the Audit Firm, the Committee did not find any critical issue in respect to the independence of the latter.
The Committee examined the activities carried out by the Auditor Firm and, in particular, the methods and the auditing approach used for the different significant areas of the financial statements and the audit plan and discussed with the Audit Firm the issues related to business risks and all topics connected to the Listing process.
The Committee was also informed of the audit procedures carried out by the Audit Firm in relation to the accounting system and to the fair presentation of the accounting records, from which no findings or anomalies arose.
| 7. | OMISSIONS AND OBJECTIONABLE FACTS - OPINIONS ISSUED. |
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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 2024.
| Stevanato Group S.p.A.<br><br><br>Report of the Audit Committee to the Shareholders<br><br><br>On the Activities Carried Out in the Financial Year 2024 | |
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| 8. | SUPERVISION OF RELATED PARTY TRANSACTIONS. |
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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.
During year 2024 the Company updated the identification of related parties, also with the support of the external legal counsel, and 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 2024, 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 2024 (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, 2025 | On behalf of the Management Control Committee<br> <br><br><br><br>The Chairman – William Federici |
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EX-99.5
Exhibit 99.5
STEVANATO GROUP S.P.A.
NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE’S REPORT
FOR 2024
| Stevanato Group S.p.A.<br> <br><br><br><br>Nominating and Corporate<br> <br>Governance’sReport for 2024 |
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| Stevanato Group S.p.A.<br> <br><br><br><br>Nominating and Corporate<br> <br>Governance’sReport for 2024 |
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Introduction
This Nominating and Corporate Governance Committee’s Report (hereinafter “the Report”) covers the period 1 January 2024– 31 December 2024 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 dicapitale 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
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. 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 11 directors (including the members of the Audit Committee) and has been appointed by the ordinary shareholders’ meeting on May, 22, 2024 for a period of one fiscal year. The appointment made by the shareholder meeting was for 12 directors but during 2024 one position became vacant^*^. 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 2024, the Board of Directors has been convened n. 10 times.
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*Ms Paola Vezzaro, appointed as director at the ordinary shareholder meeting on May 22,2024 unexpectedly passed away on November 25, 2024.
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<br>(although all of the members of the audit committee must be independent under the Exchange Act); |
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| • | Section 303A.05 of the NYSE Listed Company Manual, which requires boards to have a compensation committee<br>consisting entirely of independent directors; and |
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| • | Section 303A.03 of the NYSE Listed Company Manual, which requires an issuer to have regularly scheduled meetings<br>at which only independent directors attend. |
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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, an ESG Committee and a Business and Strategy Committee. On May 6, 2022 we appointed the Lead Independent Director. On May 24, 2024 we established a Succession Planning Committee. 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 currently consists of William Federici, Fabio Buttignon and Luciano Santel. Mr. Federici serves as the chairman of the Audit Committee. Our board determined that all members of our Audit Committee meet the 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, Mr. Santel and Mr. Federici are audit committee financial experts 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
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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;<br> |
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| • | the adequacy of the Company’s organizational structure, internal control system, and administrative and accounting<br>systems; |
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| • | the Company’s risk assessment and risk management processes to ensure such processes are effective;<br> |
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| • | supervise compliance with legal and regulatory requirements including as required by the rules and regulations of the<br>SEC, by preparing the report of the Audit Committee to be included in the Company’s annual proxy statement; |
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| • | the independence and qualifications of the Company’s registered public accounting firm. |
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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 2024, the Audit Committee has been convened n. 7 times.
Compensation Committee
Although not required under Italian law, on June 16, 2021, we established a compensation committee. This committee currently consists of Madhavan Balachandran (as chair), Karen Flynn, Donald Eugene Morel and Luciano Santel.
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<br>senior management and review their appropriateness; |
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| • | within the terms of the agreed policy and in consultation with the board chairman determining the total individual<br>remuneration package of each executive director; |
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| • | assessing, reviewing and recommending for approval by the board, the CEO’s annual remuneration package and<br>performance objectives based on the evaluation of the CEO’s performance; |
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| • | reviewing and approving any significant changes to the overall compensation program and incentive plans.<br> |
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Pursuant to Italian Law, the shareholders’ meeting determines the base compensation of the members of the board of directors. After consultation with the Audit Committee, the board of directors may determine the compensation of executive officers, including the CEO. If the articles of association so provide, the shareholders’ meeting may determine an aggregate amount for the remuneration of all directors, including executive officers.
During 2024, the Compensation Committee has been convened n. 6 times.
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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 chair), Fabrizio Bonanni, , Donald Eugene Morel Jr. and Luciano Santel.
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<br>directors; |
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| • | identifying and appointing independent board of directors candidates to fill independent Board vacancies as and when<br>these arise; |
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| • | keeping under review the leadership needs of the organization, both executive and<br>non-executive, with a view to ensuring the continuing ability of the organization to compete effectively in the marketplace; |
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| • | constantly reviewing corporate governance rules and practices and ensuring that corporate governance codes that apply to<br>the Company are observed; |
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| • | formulating succession plans for directors and the CEO. |
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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 2024, the Nominating and Corporate Governance Committee has been convened n. 5 times.
Business & Strategy Committee
On June 16, 2021, we established a Business and Strategy Committee. This committee consists of Donald Eugene Morel Jr. (as chair), Sergio Stevanato, Franco Stevanato, , Madhavan Balachandran, Fabrizio Bonanni, Karen Flynn, William Federici, Franco Moro and Luciano Santel.
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;<br> |
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| • | reviewing the annual business plan, budget and capital structure of the Group before onward submission to the Board for<br>approval; |
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| • | meeting with management periodically to monitor the Company’s progress against its strategic goals and to discuss,<br>review and recommend to the Board any such matters or issues which relate to the strategic planning of the Group; |
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| • | ensuring the board of directors is regularly appraised of the Company’s progress with respect to implementation of<br>any approved strategy. |
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During 2024, the Business & Strategy Committee has been convened n. 7 times.
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ESG Committee
On June 16, 2021, we established a ESG Committee. Our ESG Committee consists of Madhavan Balachandran (as chair), Fabio Buttignon and Karen Flynn.
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<br>approach to strategy concerning ESG matters; |
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| • | supervising compliance of ESG disclosure and ensuring a sustainability strategy is considered by the Board as part of the<br>overall business strategy of the Group; |
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| • | bringing to the attention of the board of directors emerging ESG matters and reviewing, challenging and approving annual<br>sustainability KPIs and related targets in line with the agreed sustainability strategy; |
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| • | putting systems in place to monitor ESG Matters and reviewing compliance with material regulation and legislation on<br>ESG/sustainability issues, and any public ESG/sustainability-related commitments voluntarily subscribed to by the Group. |
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During 2024, the ESG Committee has been convened n. 4 times.
Succession Planning Committee
On May 24, 2024, we established a Succession Planning Committee. Our Succession Planning Committee consists of Franco Stevanato (as chair), Madhavan Balachandran, Fabrizio Bonanni and Donald Eugene Morel Jr.
The Succession Planning Committee is responsible for, among other things:
| • | reviewing and evaluating the Company’s senior leadership team and key identified positions; |
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| • | ensuring establishment and implementation of talent management processes to create and maintain succession pipeline for<br>senior leadership team and key identified positions; |
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| • | reviewing and identifying organizational criticalities and key factors for succession planning; |
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| • | identifying and addressing any critical missing capabilities at the Company; and |
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| • | establishing and maintaining succession plans, and providing periodic reports to Board. |
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During 2024, the Succession Planning Committee has been convened n. 2 times.
Lead Independent Director
On May 6, 2022 the Charter of the Lead Independent Director has been approved by the Board of Directors and Fabrizio Bonanni has been appointed as Lead Independent Director on May 24, 2024.
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<br>Directors can perform their duties responsibly and in a manner consistent with the operations of the Company and its group; |
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| • | advise the Board chairman as to the information necessary or appropriate for the Independent Directors to effectively and<br>responsibly perform their duties and provide feedback on the quality, quantity and timeliness of information submitted by management; |
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| • | call meetings of the Independent Directors, as appropriate, and serve as chairman of said meetings;<br> |
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| • | provide Independent Directors with adequate opportunities to meet and discuss issues in meetings of the Independent<br>Directors, and encouraging participation by fostering an environment of open dialogue and constructive feedback among Independent Directors, as appropriate; |
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| • | serve as principal liaison between the Independent Directors and the Board chairman and between the Independent Directors<br>and Senior Management; |
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Duties of Directors and Conflict of Interests
Under Italian law, the primary duty of directors is to carry out all activities as are necessary for the achievement of the corporate purpose in accordance with applicable law and the articles of association.
In particular, directors have a general duty to act with care, without self-interest and on a well-informed basis.
The applicable standard of conduct is determined, on a case-by-case basis, taking into account the characteristics of the corporation, the specific tasks and responsibilities conferred to the single directors, and the personal skills of the latter.
In addition, directors have numerous specific duties and obligations, such as, inter alia:—keeping the corporation’s books, records and other databases (including the shareholders’ register) in such a manner that the corporation’s rights and obligations may be ascertained from the interested parties at all times;—preparing the corporation’s annual accounts according with the applicable accounting principles and filing them with the Companies’ Register on time;—registering the corporation with the Companies’ Register and keeping the registered information up to date;—convening annually or when necessary or required by the shareholders the general meetings of the corporation; and—monitoring the own funds and financial position of the corporation and initiate the actions or procedures contemplated by the law in case of (i) losses entailing the reduction of the own funds of the corporation below the threshold of two thirds of the share capital or (ii) income, asset or financial unbalances having certain characteristics.
The board of directors may delegate certain powers to one or more managing directors (amministratori delegati), determine the nature and scope of the powers delegated to each director and revoke such delegation at any time. The managing directors must report to the board of directors and the audit committee at least every 180 days on the company’s business and the main transactions carried out by the company or by its subsidiaries.
Directors having any interest in a proposed transaction must disclose such interest to the board of directors and to the audit committee, even if such interest is not (or is deemed not to be) in conflict with the interest of the company in the same transaction. The interested director is not required to abstain from voting on the resolution approving the transaction, but the resolution must state explicitly the reasons for, and the benefit to the company of, the approved transaction. In the event that these provisions are not complied with, or that the transaction would not have been approved but for the vote of the interested director, the resolution may be challenged by a director or by the audit committee if the approved transaction is (or is likely to be) prejudicial to the company. If the director carrying an interest in the transaction is the CEO and the transaction falls within his/her competence, he/she will in any case have to abstain from carrying out the transaction on behalf of the Company and will defer authority to the board of directors.
Terms of Directors and Officers
The board of directors is elected by the ordinary shareholders’ meeting of the Company, for the period established at the time of election but in any event for no more than three fiscal years. A director may be reappointed for successive terms.
The board of directors—may also appoint one or more general managers (direttori generali), who must report directly to the board of directors and confer powers for single acts or categories of acts to employees of the company or third-party representatives.
Under Italian law and pursuant to our articles of association, directors may be removed from office at any time by the shareholders’ meeting. A director that is removed without cause may have a claim for damages against the Company. Directors may resign at any time by written notice to the board of directors and to the chair of the audit committee.
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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
Exhibit 99.6
Report on remuneration policy and practices
April 2025
Stevanato Group Remuneration Policy approach
| 1. | Introduction |
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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 |
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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:
| 3. | Stevanato Group Remuneration Practices |
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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 |
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The average pay mix target of the Chairman & 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.
| b. | Base Salary (Fixed Remuneration) |
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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 |
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The variable component of Stevanato Group’s remuneration framework consists of:
| • | Short Term Incentive Plan |
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| • | Long Term Incentive Plan |
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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 (such as revenues, ebitda margin , Free Cash Flow and CAPEX) 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 quality, production, sales, customer satisfaction).
The scorecard of the senior executive positions – Chairman & CEO and C-Level roles – are mainly focused on financial metrics (80% of the scorecard) linked to the most relevant strategic priorities for 2025: i) Adjusted EBITDA margin; ii) Revenues; iii) Free Cash Flow; iv) Net CAPEX. 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 Chairman & CEO and C-Level roles can reach up to 180% 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 Chairman & Chief Executive Officer and C-level roles range from a minimum of 50% to a maximum of 80% 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 Chairman &Chief Executive Officer and C-level roles range from a minimum of 35% to a maximum of 180% of the base salary.
| d. | Benefits |
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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 |
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The Chairman & 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)<br> |
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Stevanato Group is committed to ensuring fair treatment in terms of compensation and benefits, as well as in terms of opportunities and career development, regardless of gender, age, ethnicity, disability, sexual orientation, religion, as well as any other traits.
One important ambition of the Group is to foster a culture that values DE&I in all the locations in which the Group operates, promoting staff well-being through dedicated compensation and welfare programs to be competitive globally.
Stevanato Group confirms this commitment also through the inclusion of specific targets on DE&I within the Short-Term Incentive scorecard of the top management, and where progress is regularly monitored.
EX-99.7
Exhibit 99.7
Stevanato Group S.p.A.
Ordinary Shareholders’ Meeting
onMay 23, 2025
Item 5 of the Agenda – Increase of the compensation granted to PricewaterhouseCoopers S.p.A. in relationto 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 auditing of the Company’s internal control system in compliance with US law (Sarbanes-Oxley Act (SOX)) requirements.
That being said, as regards Stevanato, on May 24, 2023, the Ordinary Shareholders’ Meeting of the Company appointed PricewaterhouseCoopers S.p.A. (“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, including for 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 group headed by Stevanato (“Stevanato Group”).
The costs for such tasks and activities – carried out by PwC and other audit firms belonging to PwC’s international network – were borne by Stevanato until the shareholders’ meeting held on May 22, 2024.
Following exchanges with PwC in the course of the last financial year, 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.
Consequently, on December 11, 2023, PwC submitted an offer to the Company to amend the terms and conditions of the audit appointment previously in force.
In particular, such offer covered 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<br>accordance with Italian Legislative Decree no. 39/2010); |
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| (ii) | statutory audit of the consolidated financial statements of Stevanato Group; |
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| (iii) | audit of the financial statements included in Form-20 prepared in accordance<br>with the regulations issued by the SEC; |
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| (iv) | audit of the internal controls over the consolidated financial reporting process of the Stevanato Group pursuant to<br>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.; |
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| (v) | limited review of the consolidated interim financial statements for the years 2023 (limited to the quarterly<br>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; |
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| (vi) | with reference to financial year 2023, SOX Services limited to the audits to be carried out on SG Denmark and Ompi<br>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<br>packages of the these subsidiaries. |
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The annual compensation to be paid to PwC in connection with the performance of the auditing activities relating to Stevanato summarized above, was equal to:
| (i) | Euro 538,000.00 for the financial year 2023; |
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| (ii) | Euro 437,000.00 for the financial year 2024; and |
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| (iii) | 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 on December 11, 2023.
In light of the above, pursuant to Article 13 of Italian Legislative Decree no. 39/2010, the shareholders’ meeting held on May 22, 2024, on a substantiated proposal of the Audit Committee, resolved to (a) amend the engagement granted to PwC by means of the resolution adopted by the shareholders’ meeting held on May 24, 2023 and, consequently, (b) amend the annual compensation granted to PwC by means of the aforementioned shareholders’ meeting’s resolution, in accordance with the terms and conditions better detailed above.
That being said, and without prejudice to the above, on February 5, 2025, PwC submitted an offer to the Company for the purpose of the increase of the compensation provided for in connection with the current audit appointment, considering the complexity and the amount of resources that the auditing and verification activities relating to Stevanato and Stevanato Group have proven to require as compared to what was originally estimated, especially in relation to SOX Services.
In particular, said offer envisages a fixed increase of the compensation due to PwC equal to additional Euro 255,000.00 (plus VAT) for the auditing of the Company’s financial statements and consolidated financial statements, as well as the further tasks and activities to be conducted by the external auditor in compliance with Italian and US laws and regulations, performed and to be performed in the financial years 2023, 2024, and 2025 - save for any extraordinary events, such as, for example, extraordinary transactions and/or acquisitions and/or other changes that may result in a significant change in the scope of activities to be performed by PwC.
Said offer also provides for a reduction in the compensation due to the company belonging to the PwC network performing the auditing and verification activities on the financial statements of the subsidiary Ompi N.A. S. de R.L. de C.V. in relation to 2024 (respectively, “PwC Mexico” and “Ompi Mexico”), considering the cessation of the obligation to carry out the statutory audit over the financial statements of Ompi Mexico. As a result of this reduction, the relevant fee due is reduced from Euro 65,000.00 to Euro 52,000.00 and, although the statutory auditing and verification activities for the financial years 2024 and 2025 will be performed by PwC Mexico, the aforementioned fee will be invoiced by PwC to the Company as such activities relate to the auditing of the Company’s consolidated financial statements.
In compliance with the provisions of Legislative Decree No. 39/2010, as well as the SEC and PCAOB regulations applicable to the Company, and in accordance with the Audit Committee Charter, the Audit Committee expressed a positive opinion on the offer submitted by PwC on February 5, 2025.
In particular, the Audit Committee considered it advisable that Stevanato accepts the offer submitted by PwC on February 5, 2025, as the increase of the compensation requested by PwC in connection with the auditing activities summarized above is adequate in light of the complexity of the activities to be carried out by the external auditor, the effort required, and the relevant responsibilities.
In light of the foregoing, pursuant to Article 13 of the Italian Legislative Decree no. 39/2010, we submit to you, in relation to item 5 of the agenda of the Ordinary Shareholders’ Meeting convened on May 23, 2025, the proposal to increase the compensation granted to the audit firm PricewaterhouseCoopers S.p.A. by means of the resolution adopted by the shareholders’ meeting held on May 24, 2023, as amended by means of the resolution adopted by the shareholders’ ordinary meeting held on May 22, 2024, granting to the same
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, a further compensation equal to Euro 255,000.00 (plus VAT) for the financial years 2023, 2024, and 2025, as better detailed in the offer submitted by PricewaterhouseCoopers S.p.A. on February 5, 2025 and summarized above.
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Piombino Dese, April 9, 2025.
| The Chairman of the Audit Committee<br> <br><br><br><br>William Federici |
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EX-99.8
Exhibit 99.8
