Read the press release in PDF format here (in Italian)
PUBLICATION OF THE NOTICE OF CALL OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF REDELFI S.P.A.
Milan, March 19, 2025
Redelfi S.p.A. (“Redelfi” or the “Company”), the parent company of the industrial group of the same name with operational headquarters in Genoa – engaged in the development of innovative and sustainable infrastructure to promote energy transition, and listed on the Euronext Growth Milan segment of the Italian Stock Exchange, announces that the notice convening the Extraordinary Shareholders’ Meeting has been published today on its website www.redelfi.com (in the Investor Relations > Shareholders’ Meeting section), on the website www.borsaitaliana.it (in the Shares > Documents section) and, in extract form, in the daily newspaper “Il Sole 24 Ore”
***
Those entitled to attend and exercise their voting rights are hereby convened to the Extraordinary Shareholders’ Meeting of Redelfi S.p.A. (the “Company”), at the Company’s operational headquarters in Genoa, Via Scarsellini 119, on April 3, 2025, at 4:00 p.m., in a single call, to discuss and resolve on the following
AGENDA
1. Increase in share capital with exclusion of option rights pursuant to Article 2441, paragraph 5, of the Italian Civil Code. Related and consequent resolutions.
Information on share capital and voting rights
The share capital amounts to €475,335.88, fully subscribed and paid up, represented by 9,506,712 ordinary shares. Each ordinary share entitles the holder to one vote at the Company’s ordinary and extraordinary shareholders’ meetings. As of the date of this notice, the Company holds 169,500 treasury shares, corresponding to 1.78% of the share capital. Information on the composition of the share capital is available on the Company’s website at www.redelfi.com (Investor Relations section > Info for Shareholders).
Right to participate
Pursuant to Article 83-sexies of Legislative Decree No. 58/1998, as subsequently amended (hereinafter, the “TUF”), the following persons are entitled to participate in the Shareholders’ Meeting: those who are entitled to participate in the Shareholders’ Meeting and exercise their voting rights for whom the Company has received notification, issued by an intermediary authorized in accordance with applicable regulations, certifying ownership of the shares based on the evidence in its accounting records at the end of the accounting day of the seventh trading day prior to the date of the Shareholders’ Meeting (i.e., March 25, 2025). Credit and debit entries made to accounts after the above deadline are not relevant for the purposes of entitlement to exercise voting rights at the Shareholders’ Meeting and, therefore, those who are shareholders after March 25, 2025, will not be entitled to participate or vote at the Shareholders’ Meeting. The communication made by the authorized intermediary must be received by the Company by the end of the third trading day prior to the date of the Shareholders’ Meeting (i.e., March 31, 2025). The right to attend the Shareholders’ Meeting and exercise voting rights remains unaffected if the notifications are received by the Company after this deadline, provided that they are received before the start of the Shareholders’ Meeting.
Additional provisions for participation via teleconference
Pursuant to Articles 17.4 and 17.5 of the Bylaws, participation in the Shareholders’ Meeting and the exercise of voting rights may also take place via videoconference by connecting to the following link: https://us06web.zoom.us/j/88512647449. Those who wish to participate in the Shareholders’ Meeting must send a specific request to the Company’s email address redelfi@legalmail.it by 12:00 noon on April 2, 2025, attaching (i) a copy of the bank certification referred to in the previous paragraph (Right to participate), (ii) a copy of a valid photo ID of the participant; in the case of a representative of a legal entity or proxy pursuant to the following paragraph (Proxy voting), evidence of the powers to participate in the Shareholders’ Meeting or to grant proxy must also be sent, as well as (iii) any proxy form duly completed and signed. The Company will, by
the end of April 2, 2025, send the appropriate PIN for participation in the Meeting to those who have duly submitted the above documentation (to the same email address used for sending the documentation). Those who have not duly complied with the above requirements will not be entitled to participate and vote.
Additions to the agenda and submission of new proposals for resolution
Pursuant to Article 126-bis of the Consolidated Law on Finance, shareholders representing at least one-fortieth of the share capital with voting rights at the Shareholders’ Meeting may request, within 5 (five) days of the publication of this notice (i.e., by March 24, 2025), the addition of items to the agenda, indicating in their request the additional items they propose. Requests for additions to the agenda must be accompanied by an explanatory report, which must be sent by certified email to the following address: redelfi@legalmail.it, by the deadline for submitting requests for additions. Additions to the list of items to be discussed are not permitted for topics on which the shareholders’ meeting deliberates, in accordance with the law, on the proposal of the directors or on the basis of a draft or report prepared by them. The supplementary notice of the agenda will be published in one of the following daily newspapers: “MF-Milano Finanza,” “Italia Oggi,” or “Il Sole 24 Ore,” no later than the 7th day prior to the date of the meeting (i.e., by March 27, 2025).
Proxy voting
Each person entitled to attend the Shareholders’ Meeting may be represented by written proxy within the limits and in accordance with the procedures provided for by law, with the right to sign the proxy form available on the Company’s website at www.redelfi.com (Investor Relations> Shareholders’ Meeting section), as well as on the website www.borsaitaliana.it (Shares>Documents section). The proxy may be sent to the Company by certified email to redelfi@legalmail.it. In accordance with current legislation, the representative must keep the original proxy and keep a record of the voting instructions received for one year from the end of the Shareholders’ Meeting.
Questions on items on the agenda
Pursuant to Article 127-ter of the Consolidated Law on Finance, anyone entitled to vote may ask questions on items on the agenda even before the Shareholders’ Meeting, provided that this is done at least three days prior to the date of the Shareholders’ Meeting (i.e., by March 31, 2025). Questions will be answered during the Shareholders’ Meeting at the latest. by sending the questions by certified email to the following address: redelfi@legalmail.it, accompanied by appropriate communication issued by the authorized intermediary proving ownership of the right to vote.
Questions received before the Shareholders’ Meeting will be answered at the latest during the meeting, with the Company having the right to provide a single answer to questions with the same content.
Organizational aspects
Shareholders (or their proxies) who wish to participate via videoconference are invited to connect in good time to ensure that the Meeting can proceed. The accreditation of participants in the meeting will begin half an hour before the time set for the start of the Meeting.
Documentation
At the same time as the publication of this notice of meeting, the documentation relating to the Meeting, including the Board of Directors’ explanatory report on the resolutions concerning the items on the agenda and the form that those entitled to attend the Meeting may use to vote by proxy, will be made available to shareholders and the public, in accordance with the terms prescribed by current legislation, on the Company’s website at www.redelfi.com (Investor Relations > Shareholders’ Meeting section), as well as on the website www.borsaitaliana.it (Shares > Documents section).
This press release is available on the website www.redelfi.com, Investor Relations > Press Releases section
and on www.1info.it.
***
Redelfi is the parent company of the Redelfi Group active in the digital and green transition by taking a highly innovative approach to defining products, services and processes with a strong focus on adherence to ESG principles in business management. In the financial year 2023, the Group achieved a Production Value of EUR 11 million and a Net Profit of EUR 3 million. The Net Financial Position is cash negative in the amount of EUR 4.8 million and the Net Equity is EUR 25 million.
Contacts:
ISSUER
Redelfi | Investor Relations Manager | Erika Padoan | investor-relations@redelfi.com | T: +39 320 7954739 | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
Redelfi | Media Relations | Carolina Beretta | carolina.beretta@redelfi.com | via A. Scarsellini, 119 Torre B “I Gemelli” 11 piano, 16149 Genova
INVESTOR & FINANCIAL MEDIA RELATIONS
IR Top Consulting | Investor Relations | ir@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
IR Top Consulting | Media Relations | d.gentile@irtop.com | T: + 39 02 4547 3884/3 | Via Bigli, 19 – 20121 Milano
EURONEXT GROWTH ADVISOR
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello, 24 – 20121 Milano
