Read the press release in PDF format here (in Italian)
REDELFI SHAREHOLDERS’ MEETING APPROVES AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES AND APPOINTS AUDITOR
Milan, December 23, 2022
The Shareholders’ Meeting of Redelfi S.p.A. (the “Company” or “Redelfi”), a management company engaged in the digital and green transition, listed on the Euronext Growth Milan market, met in ordinary session today at the Company’s operational headquarters under the chairmanship of Dr. Davide Sommariva, to deliberate on the related agenda items.
Appointment of the statutory auditing firm
The Shareholders’ Meeting approved the consensual termination of the audit contract previously entered into with E.Y. S.p.A (by means of assignment resolved by the Shareholders’ Meeting on April 4, 2022), as well as the simultaneous assignment, subject to the opinion of Redelfi’s Board of Statutory Auditors pursuant to Art. 6-bis of the Euronext Growth Milan Issuers’ Regulations, of a new engagement for statutory audit for the three-year period 2022-2024 (and limited audit for the periods ended June 30, 2023 and June 30, 2024), pursuant to Article 13 of Legislative Decree No. 39 of January 27, 2010, to BDO Italia S.p.A, as proposed by the majority shareholder Marinetta S.r.l. (“Marinetta”), which has, in turn, completed the process of choosing its statutory auditor. The appointment of the statutory auditor to the same company, by both Marinetta and Redelfi, will, on the one hand, allow for greater effectiveness and efficiency in the performance of audit activities and, on the other hand, facilitate the assumption of responsibility – by the statutory auditor – over the entire Group, as, moreover, provided for by the relevant regulations in force. The Shareholders’ Meeting also determined the total emolument to be paid to the new auditing firm for the three-year period of appointment.
Authorization to purchase and dispose of treasury shares pursuant to articles 2357 et seq. of the Civil Code
The Shareholders’ Meeting also authorized the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Civil Code for a period of 18 months from today’s resolution.
The purpose of the authorization to purchase and dispose is to enable the Company to acquire and dispose of ordinary shares, in compliance with current EU and national regulations and accepted market practices recognized by Consob and in particular:
– set up a securities warehouse to dispose of, dispose of and/or use treasury shares, consistent with the strategic lines that the Company intends to pursue, as part of incentive plans and/or extraordinary transactions, including, but not limited to, exchange, contribution or at the service of capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature to be carried out in the interest of the Company itself, pursuant to the Market Practices in force at the time identified by the Supervisory Authority;
– proceed to purchase treasury shares from the beneficiaries of any incentive plans resolved by the competent corporate bodies, pursuant to Article 5(2)(c) of EU Regulation 596/2014 of April 16, 2014 (the “MAR”);
– support the liquidity of the shares themselves, so as to facilitate smooth trading and avoid price movements that are not in line with market trends, pursuant to the Market Practices in force for the time being identified by the Supervisory Authority.
The Shareholders’ Meeting granted authorization for the purchase of treasury shares, on one or more occasions, up to a maximum number of shares not to exceed 5% of the pro tempore share capital, i.e., for a maximum countervalue of EUR 500,000.00. Purchases must be made within the limits of distributable profits and/or available reserves resulting from the latest duly approved financial statements and, in addition, only fully paid shares may be purchased.
The Shareholders’ Meeting also resolved that the purchase price of the treasury shares shall be identified on a case-by-case basis, having regard to the method chosen for carrying out the transaction and in compliance with any regulatory requirements or market practices allowed from time to time in force, but, in any case, it shall be neither lower nor higher by more than 10% with respect to the official stock market price of the shares recorded by Borsa Italiana S.p.A. in the session preceding each individual transaction.
It should be noted that as of today, neither the Company nor its subsidiaries hold treasury shares in their portfolios. In addition, the purchase of treasury shares subject to today’s authorization is not instrumental to the reduction of share capital through cancellation of the treasury shares purchased.
Approval of the appointment of Eng. Elisabetta Migone as Independent Director.
The Shareholders’ Meeting, noting the resignation of Dr. Paolo Siniscalco, confirmed the appointment of Eng. Elisabetta Migone as a new Independent Director of the Company, who had already been co-opted pursuant to Article 2386 of the Civil Code by the Board of Directors last December 5, 2022. Eng. Migone will hold office until the approval of the Company’s financial statements for the year ending December 31, 2024.
Eng. Migone’s appointment has been positively evaluated in advance by the Company’s Euronext Growth Advisor pursuant to Article 6-bis of the Euronext Growth Milan Issuers’ Regulations, and the independence requirements pursuant to Article 148, paragraph 3 of the TUF, as referred to in Article 147-ter, paragraph 4 of the TUF, have been verified by the Company’s Board of Directors.
Filing of Documents
The Minutes of the Shareholders’ Meeting and the Summary Voting Report will be made available to the public on the Company’s website www.redelfi.com, Investor Relations > Shareholders’ Meeting section, as well as on the website www.borsaitaliana.it, Shares > Documents section, within the terms and in the manner required by current regulations.
This press release is available on the website www.redelfi.com, Investor Relations section > Press Releases 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 2021 fiscal year, the Group achieved a Production Value of EUR 1.2 million and a Net Income of EUR 3.5 million, the latter as a result of extraordinary transactions. Its Net Financial Position was cash positive by EUR 0.1 million and Shareholders’ Equity is EUR 5.6 million. In 2021, the Group made investments of approximately EUR 4.5 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 & SPECIALIST
Integrae SIM | info@integraesim.it | T: +39 02 96846864 | Piazza Castello, 24 – 20121 Milano
