Draft – 05.04.24
[on SG letterhead]
In particular, the mentioned offer envisaged an annual compensation amounting, as far as the Company alone is concerned, to: Euro for 591,000.00 the financial year 2023; Euro 595,000.00 for the financial year 2024; and Euro 621,000.00 for the financial year 2025, plus any applicable VAT and expenses.
Such compensation convers the auditing and verification activities that PwC is required to carry out, pursuant to Sec. 404 of the Sarbanes-Oxley Act, on the internal controls over the financial reporting process for the consolidated financial statements with respect to different companies belonging to the Stevanato Group.
Following exchanges with PwC, it seemed to be more appropriate, on grounds of relevance and in light of the audit firms within PwC’s network that actually carry out the above auditing and verification activities, that part of such costs are borne by the Stevanato’s subsidiaries to which they relate, instead of by the Company, without prejudice to the scope of the overall audit activities carried out to the benefit of the Stevanato Group.
Given the above, on December 11, 2023, PwC submitted an offer to the Company to amend the terms and conditions of the current audit appointment.
This offer covers the performance of the following auditing activities for the financial years 2023, 2024 and 2025 to the benefit of Stevanato alone:
(i) | statutory audit of the financial statements of Stevanato (including periodic verification of regular bookkeeping, in accordance with Italian Legislative Decree no. 39/2010); |
(ii) | statutory audit of the consolidated financial statements of Stevanato Group; |
(iii) | audit of the financial statements included in Form-20 prepared in accordance with the regulations issued by the SEC; |
(iv) | audit of the internal controls over the consolidated financial reporting process of the Stevanato Group pursuant to section 404 of the Sarbanes-Oxley Act (the “SOX Services”), limited to the activities that will be carried out on Stevanato, Nuova Ompi S.r.l. and Spami S.r.l.; |
(v) | limited review of the consolidated interim financial statements for the years 2023 (limited to the quarterly financial results as of 30 June 2023 and 30 September 2023), 2024 and 2025, in accordance with PCAOB AS 4105 Reviews of Interim Financial Information; |
(vi) | with reference to financial year 2023, SOX Services limited to the audits to be carried out on SG Denmark and Ompi N.A. S de RL de CV, and to financial years 2023 and 2024, SOX Services limited to the audits to be carried out on Balda C. Brewer Inc. and Ompi of America Inc., together with the full-scope audit with materiality threshold of the consolidation packages of the these subsidiaries. |
The offer submitted by PwC envisages an annual compensation, in consideration for the performance of the auditing activities summarized above, amounting to Euro 538,000.00 for the financial year 2023, Euro 437,000.00 for the financial year 2024, and Euro 383,000.00 for the financial year 2025, plus VAT and other applicable expenses.
As set forth by both the Italian Legislative Decree no. 39/2010 and the SEC and PCOAB provisions, and in compliance with the Charter of Stevanato’s Audit Committee, at the meeting of April 9, 2024, the Audit Committee expressed a positive opinion on the offer presented by PwC.
In particular, the Audit Committee considered it advisable that Stevanato accepts the offer submitted by PwC on December 11, 2023 for the following reasons:
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