Publication of the notice of convocation of the ordinary shareholders' meeting of Redelfi S.p.a.

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

Milan, April 11, 2025

Redelfi S.p.A. (“Redelfi” or the “Company”), the parent company of the industrial group of the same name with its 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 the publication today of the notice of call of the Ordinary Shareholders’ Meeting 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”.

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Those entitled to attend and exercise voting rights are hereby convened to the Ordinary Shareholders’ Meeting of Redelfi S.p.A. (the “Company”), at the Company’s operational headquarters in Genoa, Via Scarsellini 119, in first call, on April 28, 2025, at 11:00 a.m. and, if necessary, in second call on April 29, 2025, at 11:00 a.m. at the same location, to discuss and deliberate on the following

A G E N D A

Approval of the Company’s financial statements as at December 31, 2024; examination of the report of the Directors, the Board of Statutory Auditors, and the Independent Auditors. Presentation of the consolidated financial statements as at December 31, 2024. Related and consequent resolutions.
Allocation of the 2024 operating result. Related and consequent resolutions;
Appointment of the members of the Board of Directors, subject to determination of their number, term of office, and remuneration. Related and consequent resolutions;
Appointment of the members of the Board of Statutory Auditors and determination of their remuneration. Related and consequent resolutions;
Appointment of an independent auditing firm pursuant to Article 13 of Legislative Decree No Related and consequent resolutions;
Appointment of an independent auditors’ firm pursuant to Article 13 of Legislative Decree No. 39/2010 for the three-year period 2025-2027 and determination of their remuneration. Related and consequent resolutions.
Purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code. Related and consequent resolutions.

Information on share capital and voting rights

The share capital amounts to €563,247.88, fully subscribed and paid up, represented by 11,264,952 ordinary shares. Each ordinary share entitles the holder to one vote at ordinary and extraordinary shareholders’ meetings of the Company. As of the date of this notice, the Company holds 169,500 treasury shares, corresponding to 1.50% 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”), those who are entitled to participate in the Shareholders’ Meeting and exercise voting rights are those for whom the Company has received notification, issued by an intermediary authorized in accordance with applicable regulations, certifying ownership of the shares on the basis of evidence of their ownership. exercise 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 evidence from its accounting records at the end of the seventh trading day preceding the date of the Shareholders’ Meeting (i.e., April 15, 2025). Credits and debits 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 April 15, 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., April 23, 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/84836633459pwd=UnxhEE4fTT2qP7t1S8szChVOlaPfbR.1. Those who wish to participate in the Shareholders’ Meeting must send – by 12:00 noon on April 24, 2025 – a specific request to the Company’s e-mail address redelfi@legalmail.it, 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 24, 2025, communicate to those who have duly submitted the above documentation (and to the same email address from which it was sent) the appropriate PIN for participation in the Shareholders’ Meeting. 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 April 16, 2025), the addition of items to the list of matters to be discussed, indicating in the 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 April 21, 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 laid down 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. Pursuant to current legislation, the representative must keep the original proxy and keep track of the voting instructions received for one year from the conclusion 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 April 25, 2025), which will be answered at the latest during the Shareholders’ Meeting itself, by sending the questions via certified email to the following address redelfi@legalmail.it, accompanied by appropriate communication issued by the authorized intermediary proving ownership of the right to exercise the voting right. Questions received before the Meeting will be answered at the latest during the Meeting, with the Company having the right to provide a single response 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 scheduled start time of the shareholders’ meeting.

Appointment of the Board of Directors and Board of Statutory Auditors

In accordance with the Articles of Association, the Board of Directors and the Board of Statutory Auditors are appointed bythe Shareholders’ Meeting on the basis of lists submitted by shareholders who, at the time of submission of the list, individually or jointly, hold at least 10% of the subscribed share capital, to be proven by the filing of appropriate certification. The lists must be filed at the registered office no later than 1:00 p.m. on the 7th (seventh) day prior to the date of the first call of the Shareholders’ Meeting, i.e., by April 21, 2025, and will be subject to the forms of publicity required by the regulations in force at the time. For more information on the procedures and terms, as well as on the documentation to be filed for the submission of lists, please refer to the more detailed description in the Board of Directors’ explanatory report on the items on the agenda, which will be made available in accordance with the law on the aforementioned Company website in the Investor Relations > Shareholders’ Meeting section.

Documentation

At the same time as the publication of this notice of meeting, the documentation relating to the Shareholders’ Meeting, including the Board of Directors’ explanatory report on the resolutions proposed concerning the items on the agenda and the form that persons entitled to attend the Shareholders’ Meeting may use to vote by proxy, will be made available to shareholders and the public, in accordance with current legislation, on the Company’s website at www.redelfi.com. the Shareholders’ Meeting to vote by proxy, will be made available to shareholders and the public, in accordance with 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, section Investor Relations > Press Releases and on www.1info.it.

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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:

EURONEXT GROWTH ADVISOR
Integrae SIM | info@integraesim.it | T: +39 02 80506160 | Piazza Castello, 24 – 20121 Milano

Publication of the notice of convocation of the ordinary shareholders’ meeting of Redelfi S.p.a.

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