Publication of notice of the ordinary meeting of Redelfi S.p.A. shareholders.

Read the press release in PDF format here (in Italian)

PUBLICATION OF THE NOTICE OF THE ORDINARY MEETING OF REDELFI S.P.A. SHAREHOLDERS

Milan, April 3, 2023

Redelfi S.p.A. (the “Company” or “Redelfi”), a management company committed to the digital and green transition, comunicates that the notice of the Ordinary Shareholders’ Meeting has been published today on its website www.redelfi.com (in the Investor Relations>Shareholders’ Meeting section), on its website www.borsaitaliana.it (in the Shares>Documents section) and, in excerpt, in the daily newspaper “Il Sole 24 Ore”.

Those entitled to attend and exercise their voting rights are called to the Ordinary Shareholders’ Meeting of Redelfi S.p.A. (the “Company”), at the Company’s operational headquarters in Genoa, Via Scarsellini 119, on April 18, 2023, at 11:00 a.m., in a single call, to discuss and resolve on the following

ORDER OF BUSINESS

1. Approval of the Company’s financial statements as of December 31, 2022; review of the reports of the Directors, the Board of Statutory Auditors, and the Independent Auditors. Presentation of the consolidated financial statements as of December 31, 2022. Resolutions pertaining to and resulting from the same.

2. Allocation of net income for the year. Resolutions inherent and consequent thereto.

Information on share capital and voting rights

Share capital is EUR 422,004.28, fully underwritten and paid up, represented by 8,440,080 ordinary shares. Each ordinary share confers the right to one vote at the Company’s ordinary and extraordinary shareholders’ meetings. As of the date of this notice, the Company holds 207,000 treasury shares, corresponding to 2.45 percent of the share capital. Information about the composition of the share capital is available on the Company’s website at www.redelfi.com (Investor relations section > Shareholder Info).

Right to attend

Those entitled to attend the Shareholders’ Meeting, pursuant to Article 83-sexies of Legislative Decree No. 58/1998 as subsequently amended (hereinafter, the “TUF”), are entitled to participate in the Shareholders’ Meeting and exercise voting rights for whom the Company has received a communication, issued by an authorized intermediary pursuant to the applicable regulations, certifying the ownership of shares based on the evidence of its accounting records relating to the end of the accounting day of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., April 5, 2023). Credit and debit entries made to the accounts after the aforementioned deadline are irrelevant for the purpose of eligibility to exercise voting rights at the Shareholders’ Meeting, and therefore, those who are found to hold shares after April 5, 2023, will not be entitled to attend or vote at the Shareholders’ Meeting. The notice made by the authorized intermediary must be received by the Company by the end of the accounting day of the third trading day preceding the date of the Shareholders’ Meeting (i.e., April 13, 2023). Entitlement to participate in the Shareholders’ Meeting and exercise voting rights remains unaffected if the communications are received by the Company after this deadline, provided that they are received before the start of the meeting proceedings.

Additional provisions for participation by electronic means

Pursuant to Articles 17.4 and 17.5 of the Articles of Association, participate in the Shareholders’ Meeting and the exercise of voting rights may also take place via videoconferencing by connecting to the following link https://us06web.zoom.us/j/84328424502?pwd=aTJiNDhQM0JScElWYzU3aXAwSzcvQT09. Those who wish to attend the Meeting must send – by 12: 00 on April 17, 2023 – a special request to the Company’s e-mail address redelfi@legalmail.it attaching (i) a copy of the bank certification referred to in the preceding paragraph (Right to Attend), (ii) a copy of a valid identity document of the participant with a photo; in the case of a representative of a legal entity or proxy pursuant to the following paragraph (Voting by proxy), evidence of the powers suitable for participation in the Shareholders’ Meeting or the granting of the proxy must also be sent, as well as (iii) the proxy form, if any, duly filled out and signed. The Company will, by the deadline of the day of April 17, 2023, notify the persons who have duly produced the above documents (and to the same e-mail address of dispatch) of the appropriate PIN for participation in the Shareholders’ Meeting. Persons who have not timely complied with the above requirements will not be eligible to participate and vote.

Additions to the agenda and submission of new proposed resolutions

Pursuant to Article 126-bis T.U.F., shareholders representing at least one fortieth of the share capital entitled to vote at the Shareholders’ Meeting may request, within 5 (five) days of the publication of this notice (i.e., by April 8, 2023), the supplementation of the list of items to be discussed, indicating in the request the additional items they propose. Requests for supplementation of the agenda must be accompanied by an explanatory report that must be sent by certified e-mail message to be sent to the following address redelfi@legalmail.it, by the deadline for submission of the request for supplementation. Supplementation of the list of items to be discussed is not permitted for items on which the shareholders’ meeting resolves, 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 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 April 11, 2023).

Voting by proxy

Each person entitled to attend the Shareholders’ Meeting may be represented by written proxy within the limits and in the manner prescribed by law, with the option 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 transmitted to the Company by certified e-mail message to be sent to redelfi@legalmail.it. Pursuant to current regulations, the proxy must keep the original of the proxy and keep it for one year, from the conclusion of the meeting proceedings, of the voting instructions received.

Questions on items on the agenda

Pursuant to Article 127-ter T.U.F., any person entitled to vote may ask questions on the items on the agenda even before the Shareholders’ Meeting, provided that they are received within three days prior to the date of the Shareholders’ Meeting (i.e., by April 15, 2023), which will be answered no later than during the Shareholders’ Meeting itself, by sending the questions by certified e-mail message to be sent to the following address redelfi@legalmail.it, accompanied by appropriate communication issued by the authorized intermediary proving ownership of the exercise of voting rights. Questions received before the Shareholders’ Meeting shall be answered no later than during the Meeting, with the Company having the right to provide a unified response to questions with the same content.

Organizational aspects

Shareholders (or their proxies) who wish to participate by videoconferencing are invited to connect in time to ensure the conduct of the Meeting. Accreditation activities of the participants in the meeting will begin half an hour before the time of the convening of the meeting.

Documentation

Concurrently with the publication of this Notice of Shareholders’ Meeting, the documents relating to the Shareholders’ Meeting, including the Board of Directors’ explanatory report on the proposed resolutions concerning the items on the agenda and the form that persons entitled to attend the Shareholders’ Meeting have the right to use for proxy voting, will be made available to shareholders and the public, within the time limits prescribed by current regulations, 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 at www.1info.it.

***

Redelfi is the parent company of the Redelfi Group active in the digital and green transition through three Business Units operating in the Green, MarTech and GreenTech sectors. Each Business Unit adopts a highly innovative approach in defining products, services, and processes with a strong focus on compliance with ESG principles in business management. In the 2022 fiscal year, the Group achieved a Production Value of EUR 4.5 million and a Net Income of EUR 0.27 million. Its Net Financial Position was EUR 0.6 million and its Net Equity was EUR 9.3 million. In 2022, the Group made investments of approximately EUR 6.4 million.

EURONEXT GROWTH ADVISOR & SPECIALIST
Integrae SIM | info@integraesim.it | T: +39 02 96846864 | Piazza Castello, 24 – 20121 Milano

Publication of notice of the ordinary meeting of Redelfi S.p.A. shareholders.

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