Resolutions of the ordinary meeting of Redelfi

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

2024 FINANCIAL STATEMENTS AND ALLOCATION OF PROFITS APPROVED
BOARD OF DIRECTORS APPOINTED FOR THE THREE-YEAR PERIOD 2025-2027 AND DR. SOMMARIVA APPOINTED CHAIRMAN OF THE BOARD OF DIRECTORS
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS FOR THE THREE-YEAR PERIOD 2025-2027
BDO ITALIA S.P.A. APPOINTED AS AUDITORS FOR THE THREE-YEAR PERIOD 2025-2027
AUTHORIZATION APPROVED FOR THE PURCHASE AND DISPOSAL OF TREASURY SHARES

April 28, 2025

The Ordinary Shareholders’ Meeting of 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 – met today under the chairmanship of Dr. Davide Sommariva to deliberate on the items on the agenda, as set out below.

FINANCIAL STATEMENTS AS OF DECEMBER 31, 2024 – APPROVAL AND ALLOCATION OF PROFITS

The Shareholders’ Meeting approved the Financial Statements for the year ended December 31, 2024, with a net profit of €2,173,702, and took note of the Consolidated Financial Statements for the year ended December 31, 2024.
The Shareholders’ Meeting also resolved to allocate the profit to retained earnings.

Consolidated financial statements as of December 31, 2024 – Key results

The Value of Production amounted to €19.8 million, representing significant growth compared to December 31, 2023, when it stood at €10.9 million. The result is attributable for €17 million to the green business line (€8.5 million as of December 31, 2023), with a significant increase in both absolute and relative terms.

EBITDA (Gross Operating Margin) amounted to €9.4 million, with an EBITDA margin of 47.4% on the Value of Production, an indicator that is up compared to December 31, 2023 (positive EBITDA of €5 million).

EBIT amounted to €7.8 million, up by more than €3 million, or 70%, compared to December 31, 2023, resulting in an EBIT margin of 39.2% for the 2024 financial year.

Consolidated Net Income amounted to €3.3 million (of which €2.9 million attributable to the Group), with taxes amounting to €2.7 million. The significant consolidated net income is entirely attributable to the development of BESS.

The Consolidated Net Financial Position amounted to €19.5 million, up from €4.8 million at December 31, 2023; this increase is due to (i) the €15 million loan signed with Anthilia Capital Partners SGR and (ii) the early recognition of the earn-out of €11.2 million, attributable to the subsidiary GPA Solution S.r.l..

Financial statements as of December 31, 2024 – Key results

The Value Of Production amounted to €10.2 million, representing significant growth of +151% compared to December 31, 2023 (€4.1 million). This result is attributable for €9.7 million to the green business line (€1.2 million as of December 31, 2023).

EBITDA (Gross Operating Margin) amounted to €5.6 million, with an EBITDA margin of 54.9%, compared to December 31, 2023 (positive for €1.2 million) .

EBIT amounted to €5.3 million (€0.9 million at December 31, 2023) after amortization, depreciation, provisions, and write-downs totaling €0.3 million, resulting in an EBIT margin of 52.1%.

Net Income amounted to €2.2 million, after taxes of approximately €1.2 million, in line with the previous year’s result.

The Net Financial Position amounted to €7.5 million (€4.3 million as of December 31, 2023); this increase is based on the reasons described above, relating to the consolidated net financial position.

APPOINTMENT OF THE BOARD OF DIRECTORS

Based on the list submitted by shareholder Marinetta S.r.l., holder of a total of 3,337,494 ordinary shares, representing 29.63% of Redelfi’s voting share capital, the Shareholders’ Meeting appointed the new Board of Directors consisting of 8 members, which will remain in office until the approval of the financial statements for the year ending December 31, 2027. The following directors were therefore appointed:

o Davide Sommariva, Chairman of the Board of Directors
o Consiglia Pinto, Director
o Raffaele Palomba, Director
o Gianluca Ferrara, Director
o Silvia De Simone, Director
o Floriana Vitale, Director
o Pietro Mensi, Independent Director
o Francesca Dell’Antoglietta, Independent Director

The Shareholders’ Meeting also determined the total remuneration of the Board of Directors.

The directors’ CVs are available on the website www.redelfi.com, in the Investor Relations > Corporate Bodies section, as well as on the website www.borsaitaliana.it, in the Shares > Documents section.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

Based on the list submitted by the shareholder Marinetta S.r.l., holder of a total of 3,337,494 ordinary shares, representing 29.63% of Redelfi’s share capital with voting rights, the Shareholders’ Meeting also appointed the Board of Statutory Auditors, which will remain in office until the approval of the financial statements for the year ending December 31, 2027, and will be composed of:

o Francesco Baglio, Chairman of the Board of Statutory Auditors
o Luca Oliva, Standing Auditor
o Marina Garbarino, Standing Auditor
o Claudia Manella, Alternate Auditor
o Luigi Figari, Alternate Auditor

The Shareholders’ Meeting also determined the total remuneration of the Board of Statutory Auditors.
The auditors’ CVs are available on the website www.redelfi.com, in the Investor Relations > Corporate Bodies section, as well as on the website www.borsaitaliana.it, in the Shares > Documents section.

APPOINTMENT OF THE AUDITORS FOR THE THREE-YEAR PERIOD 2025-2027

The Shareholders’ Meeting, upon the reasoned proposal of the Board of Statutory Auditors, appointed the auditing firm BDO Italia S.p.A. (“BDO”) the task of auditing the Company’s accounts for the financial years 2025, 2026, and 2027, in particular the financial statements and consolidated financial statements and consolidated half-yearly financial reports for each financial year. The Shareholders’ Meeting also approved the total remuneration to be paid to BDO for the three-year term of appointment.

AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES.

The Shareholders’ Meeting also authorized the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code for a period of 18 months from the date of today’s resolution.
The authorization to purchase and dispose of shares is intended to allow the Company to acquire and dispose of ordinary shares, in compliance with current EU and national regulations and market practices recognized by Consob, and in particular:
(i) to establish a securities portfolio for the sale, disposal, and/or use of treasury shares, in line with the strategic guidelines that the Company intends to pursue, as part of incentive plans and/or extraordinary transactions, including, by way of example and without limitation, exchange, swap, contribution or capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature to be carried out in the interests of the Company itself, in accordance with current market practices identified from time to time by the Supervisory Authority; (ii) proceed with purchases of treasury shares from the beneficiaries of any incentive plans approved by the competent corporate bodies, pursuant to Article 5, paragraph 2, letter c), of EU Regulation 596/2014 of April 16, 2014 (the “MAR”); (iii) support the liquidity of the shares themselves, so as to facilitate the smooth conduct of trading and avoid price movements that are not in line with market trends, in accordance with current market practices 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 exceeding 5% of the share capital pro tempore. Purchases must be made within the limits of distributable profits and/or available reserves resulting from the latest duly approved financial statements and, furthermore, only fully paid-up shares may be purchased.
The Shareholders’ Meeting also resolved that the purchase price of treasury shares shall be determined on a case-by-case basis, taking into account the method chosen for carrying out the transaction and in compliance with any regulatory requirements or market practices in force from time to time, but, in any case, it shall not be less than or more than 10% of the official stock market price of the shares recorded by Borsa Italiana S.p.A. on the trading day preceding each individual transaction.
It should be noted that, as of today, the Company owns 169,500 ordinary shares.

DOCUMENTATION FILING
The minutes of the Shareholders’ Meeting and the summary report of the votes will be made available to the public on the Company’s website www.redelfi.com, in the Investor Relations > Shareholders’ Meeting section, as well as on the website www.borsaitaliana.it, in the Shares > Documents section, in accordance with the terms and conditions set forth in current legislation.
This press release is available on the website www.redelfi.com, in the Investor Relations > Press Releases section, and on www.1info.it.

***

Redelfi is the parent company of an industrial group active in the energy transition sector, developing battery energy storage systems with a highly innovative approach and a strong focus on ESG principles in its corporate management. In fiscal year 2024, the group achieved a production value of €19.8 million and a net profit of €3 million. The Net Financial Position is cash negative by €19.5 million and Net Equity is €24.4 million.

Contacts:

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

Resolutions of the ordinary meeting of Redelfi

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