AGM Information • Apr 14, 2023
AGM Information
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PRESS RELEASE
THE PROJECT FOR ADMISSION TO LISTING ON EURONEXT MILAN – STAR SEGMENT;
THE CONFERMENT OF THE NINE-YEAR APPOINTMENT OF THE AUDITING FIRM;
THE ADOPTION OF A NEW COMPANY BYLAWS WITH EFFECTIVENESS SUBJECT TO THE START OF NEGOTIATIONS ON EURONEXT MILAN – STAR SEGMENT
Roma, 14 April 2023 – Unidata S.p.A. (EGM: UD) ("Unidata" or the "Company"), an operator of telecommunications, cloud and IoT services, listed on the Euronext Growth Milan market, organized and managed by Borsa Italiana S.p.A., announces that on today's date the Ordinary and Extraordinary Shareholders' Meeting occurred, under the chairmanship of Mr Renato Brunetti.
The Ordinary Shareholders' Meeting examined and approved the draft Financial Statements as of 31 December 2022. The main economic-financial results as of 31 December 2022 are shown below:
In the same context, the Ordinary Shareholders' Meeting acknowledged the Sustainability Report for the financial year 2022, the third in the history of the Company. The Sustainability Report is conceived as a tool
UNIDATA S.p.A. T +39 06 404041 N. REA 956645 00148 Roma unidata.it IT06187081002
Viale A. G. Eiffel 100 F +39 06 40404002 Capitale Soc. €. 3.088.661 i.v. Commercity M26 [email protected] Codice Fiscale/Partita Iva
for presenting the commitments, strategies, organizational management method of the structure and corporate results, declined in their threefold economic, environmental and social aspect which qualifies the Company in the ESG area.
For any further information, please refer to the press release issued on 14 March 2023 following the resolution of the Board of Directors approving the draft Financial Statements and the Sustainability Report as of 31 December 2022 and available on the Company's website at https://investors.unidata.it/investors/financial-press-releases/?lang=en.
The Ordinary Shareholders' Meeting approved the allocation of the net profit for the year 2022 equal to € 7,504,220:
The Company announces that the dividend will be paid starting from 10 May 2023, subject to the detachment of the coupon on 8 May 2023. The date of entitlement to payment (record date) is set for 9 May 2023.
The Ordinary Shareholders' Meeting approved the listing project and resolved to request admission to listing of the Company's ordinary shares on Euronext Milan - STAR Segment, through the presentation to Borsa Italiana S.p.A. and to Consob for the related questions. It has also conferred to the Board of Directors, and on its behalf to the Chairman Renato Brunetti, with the faculty of sub-delegation, all and more extensive powers to provide for what is necessary or useful to implement the above resolution.
For any further information, please refer to the explanatory report of the Board of Directors on the agenda of the Ordinary Shareholders' Meeting, made available on the Company's website at https://investors.unidata.it/assemblea-degli-azionisti/.
Based on the single integration proposal presented by the majority shareholder Uninvest S.r.l. ("Uninvest"), owner of 55.04% of the Company's share capital, the Shareholders' Meeting in majority appointed two new Directors and, in particular, Mrs Michela Colli, as non-executive director, and Mrs Stefania Argentieri Piuma, as independent director pursuant to art. 148, paragraph 3 of Legislative Decree 24 February 1998, n. 58 (the "TUF"), as referred to by art. 147-ter, paragraph 4 of the TUF, in addition to the Board of Directors, which will remain in office until its natural expiry, coinciding with the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2023. Consequently, in line with the related statutory provisions, the new Board of Directors is thus composed of a total of 9 members. At the date of the
appointment: (i) Mrs Colli holds an indirect shareholding in the Company, equal to 6.17% of the share capital of the same, through the wholly owned subsidiary Upperhand S.r.l.; and (ii) Mrs Argentieri Piuma does not hold any shares in the Company.
Furthermore, the Shareholders' Meeting established to provide each of the two new members of the Board of Directors, Mrs Michela Colli and Mrs Stefania Argentieri Piuma, with a remuneration of Euro 20,000 gross per year, pro rata temporis.
The related curricula vitae and the additional accompanying documentation are available at the registered office, as well as on the Company's website at https://investors.unidata.it/assemblea-degli-azionisti/.
On the basis of the single list presented by Uninvest, the Shareholders' Meeting in majority appointed the members of the Board of Statutory Auditors for the three-year period 2023-2025, more precisely until the approval of the financial statements as of 31 December 2025, made up of no. 3 permanent statutory auditors and n. 2 alternate members.
The new Board of Statutory Auditors is composed as follows:
Permanent Statutory Auditors
Alternate Members
The Shareholders' Meeting also appointed the Chairman of the Board of Statutory Auditors of the Company, in the person of Mr Pierluigi Scibetta, until the date of the Shareholders' Meeting called to approve the financial statements as of 31 December 2025.
Finally, the Shareholders' Meeting established the gross annual remuneration of the Board of Statutory Auditors at Euro 40,000.00, in particular the gross annual remuneration of the Chairman of the Board of Statutory Auditors at Euro 20,000.00 and the gross annual remuneration of each Statutory Auditor at Euro 10,000.00.
The related curricula vitae and the additional accompanying documentation are available at the registered office, as well as on the Company's website at the address https://investors.unidata.it/assemblea-degliazionisti/.
The Ordinary Shareholders' Meeting granted the auditing company EY S.p.A. the office of auditing firm of Unidata for the years 2023-2031 and, precisely, until the date of the Shareholders' Meeting called to approve
the financial statements as of 31 December 2031, under the terms and conditions summarized in the reasoned proposal of the Board of Statutory Auditors, available on the Unidata website at https://investors.unidata.it/assemblea-degli-azionisti/.
The Shareholders' Meeting authorised, for a period of 18 months from the date of the authorization by the Shareholders' Meeting itself, the purchase and disposal of treasury shares, in line with current legislation. In particular, the purchase of treasury shares may take place, in one or more tranches, up to a maximum number not exceeding 10% of the Company's share capital, pursuant to art. 2357 of the Civil Code and under the following terms and conditions:
The main objectives underlying the authorization are as follows: (i) to have a securities portfolio (so-called securities warehouse) to be used, in line with the Company's strategic lines, to service any extraordinary transactions and/or the possible use of shares as consideration in extraordinary transactions, including the exchange of shareholdings, with other subjects in the context of transactions in the interest of the Company; (ii) to pursue an efficient use of the liquidity generated by the Company's core business also through medium and long-term investments in treasury shares; (iii) have treasury shares to be allocated to service any future incentive plans in favor of members of the administrative body, employees or collaborators of which imply the disposal or assignment of shares or financial instruments convertible into shares.
The disposal of the treasury shares purchased pursuant to this resolution may take place in one or more solutions, in whole or in part, in the ways deemed most appropriate in the interest of the Company and in compliance with the legal and regulatory provisions and accepted practices in force at the time. The provision on treasury shares is granted without time limits.
For any further information, please refer to the explanatory report of the Board of Directors on the agenda of the Ordinary Shareholders' Meeting, made available on the Company's website at https://investors.unidata.it/assemblea-degli-azionisti/.
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With reference to the first and only item on the agenda in the extraordinary session, the Shareholders' Meeting approved the adoption of a new Company Bylaws, which provides, among other things, for the introduction of the increased vote pursuant to art. 127 quinquies of the TUF, with effect subject to the start of trading of Unidata ordinary shares on Euronext Milan - STAR Segment.
For any further information, please refer to the explanatory report of the Board of Directors on the agenda of the extraordinary session of the Shareholders' Meeting, made available on the Company's website at https://investors.unidata.it/assemblea-degli-azionisti/.
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The minutes of the meeting and the summary report of the votes will be made available to the public within the terms of the law at the registered office in Rome, as well as by publication on the corporate website www.unidata.it, on the Borsa Italiana website www.borsaitaliana.it and on the authorized storage mechanism .
This press release is available from Borsa Italiana, the "****" storage mechanism () and the company's website www.unidata.it under Investors/Press Releases.
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For further information: UNIDATA S.p.A. Euronext Growth Advisor Roberto GIACOMETTI EnVent Capital Markets Ltd +39 329 2478696 +39 06 896841 [email protected] [email protected]
Investor Relations Advisor Media Relations CDR COMMUNICATION CDR COMMUNICATION Silvia DI ROSA Angelo BRUNELLO +39 335 78 64 209 +39 329 21 17 752 Eleonora NICOLINI Stefania TREVISOL +39 333 97 73 749 +39 347 87 82 490
CFO ed Investor Relations Officer Londra, Berkeley Square 42, W1J54W
[email protected] [email protected] [email protected] [email protected]
Specialist INTERMONTE SIM SPA Galleria de Cristoforis, 7/8, 20122 Milano Tel +39 02 771151
Unidata S.p.A. Telecommunications, Cloud and IoT Operator. The Company was founded in 1985 by 3 partners still in the Company. With a fiber optic network of over 5,450 km in continuous expansion, a wireless network and a proprietary data center, provides over 17,000 business, wholesale and residential customers with ultra-wideband connectivity services with FTTH (Fiber to the Home) network architectures, wireless connectivity, VoIP services, cloud services and other dedicated solutions, with a high level of reliability and security. Other activities in the operational start-up phase concern the Internet of Things (IoT), with the development and supply of solutions for the home automation market and Smart City. Unidata S.p.A. ISIN CODE: IT0005338840 (Reuters UD MI - Bloomberg UD IM) is listed on the Euronext Growth Milan Italia Market of the Italian Stock Exchange.
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