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Publication of the notice of the Redelfi S.p.A. Ordinary Shareholders’ Meeting.

By 9 April 2024May 29th, 2024No Comments

Read the press release in PDF format (in Italian)

 

Milan, April 09, 2024

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 infrastructures to promote energy transition, and listed on the Euronext Growth Milan segment of the Italian Stock Exchange , informs of the publication today of the notice of the Ordinary Shareholders’ Meeting on its website www.redelfi.com (in the Investor Relations section > Shareholders’ Meeting), on the website www.borsaitaliana.it (in the section Shares > Documents) and, in excerpts, in the daily newspaper “Il Sole 24 Ore.”

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Those entitled to attend and exercise voting rights are hereby summoned to the Ordinary General Meeting of Redelfi S.p.A. (the “Company”), at the Company’s operating headquarters in Genoa, Via Scarsellini 119, on April 24, 2024, at 11:00 a.m., in a single call, to discuss and resolve on the following

AGENDA

1. Approval of the Company’s Financial Statements as of December 31, 2023; 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, 2023. Pertinent and consequent resolutions.
2. Allocation of operating income. Pertinent and consequent resolutions.

Information on share capital and voting rights
The share capital is Euro 423,054.28, fully subscribed and paid up, represented by no. 8,461,080 ordinary shares. Each ordinary share confers the right to one vote at ordinary and extraordinary meetings of the Company. As of the date of this notice, the Company holds no. 247,500 treasury shares, corresponding to 2.92 percent of the share capital. Information about the composition of share capital is available on the Company’s website at www.redelfi.com (Investor relations section >Shareholder Info).

Right of intervention
They have the right to attend the meeting, pursuant to Art. 83-sexies of Legislative Decree. n. 58/1998 as subsequently amended (hereinafter, the “TUF”), those who are entitled to attend the Shareholders’ Meeting and exercise their voting rights for whom the Company has received a communication, issued by an intermediary qualified under applicable regulations, certifying the ownership of the 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 15, 2024). Credit and debit entries made to the accounts after this 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 15, 2024 will not be entitled to attend or vote at the Shareholders’ Meeting. La
communication made by the authorized intermediary must be received by the Company, by the end of the accounting day of the third open market day preceding the date of the Meeting (i.e. April 19, 2024). Entitlement to attend the Shareholders’ Meeting and exercise voting rights remains unaffected if notices are received by the Company after this deadline, provided they are received before the start of the meeting proceedings.

Additional provisions for telematics intervention.
Pursuant to Articles 17.4 and 17.5 of the Articles of Association, attendance at the Shareholders’ Meeting and the exercise of voting rights may also take place via video-conferencing by connecting to the following link https://us06web.zoom.us/j/86491873846. Those who wish to attend the Meeting must send – by 12:00 noon on April 23, 2024 – 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 Intervention), (ii) a copy of a valid identity document of the participating person with a photo; in the case of a representative of a legal person or proxy pursuant to the following paragraph (Voting by proxy), evidence of the powers capable of participating in the Meeting or granting the proxy shall also be sent, as well as (iii) of the completed and signed proxy form, if any. The Company will, by the deadline of the day of April 23, 2024, notify those 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 Meeting. Individuals who have not timely complied with the above requirements will not be eligible to participate and vote.

Supplementing the agenda and submitting new proposed resolutions
Pursuant to Art. 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 14, 2023), to supplement the list of items 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 e-mail message to redelfi@legalmail.it, by the deadline for submitting the request for additions. Additions to the list of matters to be dealt with are not permitted for matters 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,” at the latest by the 7th day before the date of the meeting (i.e. by April 17, 2024).

Proxy voting
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 right to sign the proxy form available on the Company’s website at www.redelfi.com (Investor Relations section> Shareholders’ Meeting), as well as on the website www.borsaitaliana.it (section Shares>Papers). 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 representative must keep the original of the proxy and keep records for one year, from the conclusion of the meeting proceedings, of the voting instructions received.

Questions on agenda items
Pursuant to Art. 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 submitted no later than three days prior to the date of the Shareholders’ Meeting (i.e., no later than April 21, 2024), 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 notice issued by the authorized intermediary proving ownership of the exercise of voting rights. Questions received before the Meeting shall be answered no later than during the Meeting, with the Company entitled to provide a unified response to questions having the same content.

Organizational aspects
Shareholders (or their proxies) who wish to participate by video-conference are invited to connect in time to ensure the conduct of the Meeting. Accreditation activities for meeting participants will begin half an hour before the time of the convening of the assembly 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 to vote by proxy, 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 section > Shareholders’ Meeting), as well as on the website www.borsaitaliana.it (section Shares>Documents).
This press release is available on website www.redelfi.com, section , and on www.1info.it.>

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Redelfi is the company at the helm of the homonymous Group, engaged in the energy and digital transition, with a strong innovative approach in the definition of products, services and processes, and high focus on compliance with ESG principles.
Following the 2023 half-yearly financial report, the Group achieved a Value of Production of € 4.2 million and a Net Result of € 1.4 million. Net Financial Position is € 3 million, and Net Equity is € 11 million.

Contacts:

ISSUER
Redelfi | Investor Relations Manager | Erika Padoan | investor-relations@redelfi.com | T: +39 320 7954739 | via A. Scarsellini, 119 Tower B “I Gemelli” 11th floor, 16149 Genova
Redelfi | Media Relations | Carolina Beretta | carolina.beretta@redelfi.com | via A. Scarsellini, 119 Tower B “I Gemelli” 11th floor, 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 96846864 | Piazza Castello, 24 – 20121 Milano