AGM Information • May 14, 2021
AGM Information
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PRESS RELEASE
Rome, May 14, 2021. - Unidata S.p.A., operator of Telecommunications, Cloud and IoT services, listed on the AIM Italia market of the Italian Stock Exchange, announces that the Ordinary Shareholders' Meeting, which met today - in a single call - electronically, in accordance with Art. 106, paragraph 4, of Law Decree n.18 of 17 March 2020 (so-called "Cura Italia" Decree), under the chairmanship of Renato Brunetti, examined and approved the financial statements as at 31 December 2020, the appointment of the members of the Board of Directors and the report on the remuneration policy. The Extraordinary Shareholders' Meeting approved the amendment of some articles of the Articles of Association.
The Shareholders' Meeting approved the financial statements for the year ended December 31, 2020, the main figures of which are as follows:
Value of Production of 23.4 million euros, up 77.4% (compared to 13.2 million euros in 2019) EBITDA of €8.6 million (up 67.4% compared to €5.1 million in 2019) and EBIT of €4.9 million with an increase of +134.4% compared to €2.1 million in 2019).
Net income of €3.39 million +142% (compared to €1.4 million in 2019)
Cash positive Net Financial Position (NFP) of €3.4 million (€5.9 million if calculated in accordance with OIC - Italian GAAP) compared to the cash negative NFP recorded at December 31, 2019 of €4.1 million (-€0.6 million in accordance with Italian GAAP).
Shareholders' equity of EUR 21.4 million compared to EUR 12.3 million in fiscal year 2019. The Shareholders' Meeting also resolved to allocate the net income for the year, amounting to EUR 3,392,106, to increase the legal reserve by EUR 169,605 and the retained earnings reserve by EUR 3,222,501.
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On the basis of the only list submitted by the shareholder Uninvest S.r.l., the Shareholders' Meeting appointed the Chairman and the members of the Board of Directors for the three-year period 2021-2023, until the approval of the financial statements for the year 2023, setting the number of members at seven, of which two are independent.
The Board of Directors is composed as follows:
The Directors Barbara Ricciardi and Alessandra Bucci declared that they comply with the independence and integrity requirements. Pursuant to art. 6-bis of the AIM Italia Issuers' Regulations, on May 5, 2021 Envent Capital Markets, Nominated Adviser of the Company, notified its positive assessment of the criteria used for the selection of the above-mentioned candidates for the office of director of the Company, in possession of the independence requirements.
Moreover, the Shareholders' Meeting approved to grant the Board of Directors a total annual gross remuneration, pursuant to art. 2389, paragraph 3 of the Italian Civil Code and art. 14 of the Articles of Association, equal to a maximum of EUR 300,000.00 (one hundred thousand nine hundred thousand euro).
The Shareholders' Meeting authorised the purchase and disposal of treasury shares, in line with current regulations, in order to support the liquidity of the stock in order to stabilise its value and provide the Company with a stock of securities which can also be used in the context of any extraordinary operations, or to operate on the market with a view to medium and long-term investment.
Shares may be purchased, in one or more tranches, up to a maximum number not exceeding one fifth of the Company's share capital, pursuant to art. 2357 of the Italian Civil Code, or any other maximum amount provided for by the law in force. The transactions for the purchase of treasury shares will be carried out at a price that may not deviate downwards or upwards by more than 25% from the official price of Borsa Italiana S.p.A. recorded on the day preceding that on which the individual transaction is to be carried out and, in any case, in compliance with the terms and conditions established by Delegated Regulation (EU) 1052/2016 and the further applicable regulations (including those of a European or supranational nature) and the cited permitted practices (where applicable), without prejudice to the possibility of exceeding these limits in the
event of extremely low liquidity in the market always under the conditions mentioned by the aforementioned regulations.
The authorisation to purchase is granted for 18 months as from the date of the Shareholders' Meeting's resolution.
Purchases of treasury shares shall be carried out within the limits of distributable profits and available reserves as per the financial statements as at 31 December 2020.
The disposal of treasury shares may be carried out on one or more occasions, in whole or in part, according to the methods deemed most appropriate in the interest of the Company and in compliance with the terms, conditions and requirements set out by the legislation, including EU legislation, and by the market practices in force from time to time, it being understood that the consideration for the disposal shall not be lower than the arithmetic average of the official price of the shares in the five days prior to each single disposal, decreased up to a maximum of 25%, except for extraordinary cases or when the transaction is at the service of plans in financial instruments or predetermined commercial transactions, as well as in case of exchanges and/or swaps, contribution or any other non-cash disposal.
The disposal of own shares is allowed without time limits.
For any further information, reference should be made to the illustrative report of the Board of Directors concerning the agenda of the ordinary part of the meeting, made available on the Company's website under section www.unidata.it/assemblea
The Extraordinary General Meeting of Shareholders approved some amendments to the Articles of Association aimed at
(i) update the share capital following the exercise of the 41,000 "UNIDATA WARRANT 2020- 2022";
(ii) provide for the possibility, for the Board of Directors, to elect one or more Vice-Chairmen, in replacement of the Chairman in case of absence or impediment, and to grant double vote to the Chairman of the Board of Directors in case of equality in the adoption of resolutions (iii) to adapt the Articles of Association to the new provisions of Article 83-duodecies of Legislative Decree 58/1998, as amended by Legislative Decree 49 of May 10, 2019, and in accordance with the requirements of the AIM Italia Issuers' Regulations, as amended by notice of Borsa Italiana S.p.A. no. 17857 of July 6, 2020;
For any further information, please refer to the illustrative report of the Board of Directors on the agenda of the Extraordinary Shareholders' Meeting, made available on the Company's website under section www.unidata.it/assemblea
The Board of Directors, which met in full at the end of the Shareholders' Meeting, appointed the Vice-Chairman in the person of Marcello Vispi and the Managing Director in the person of Renato Brunetti, granting him the related management powers.
Based on the information available to the Company, the Board of Directors ascertained the existence of the independence requirements set out in art. 148, paragraph 3 of Legislative Decree no. 58/1998 and in the Corporate Governance Code of Borsa Italiana for the Independent Directors Barbara Ricciardi and Alessandra Bucci.
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This press release is available at Borsa Italiana, on the storage mechanism () and on the company's website www.unidata.it in the Investors/Press releases section.
Unidata S.p.A. Nomad Roberto GIACOMETTI EnVent Capital Markets Ltd 329 2478696 +39 06 896841
Investor Relations Auditor Media Relations POLYTEMS HIR POLYTEMS HIR Bianca FERSINI MASTELLONI Paolo SANTAGOSTINO Silvia MARONGIU +39 349 3856585
BANCA FINNAT EURAMERICA SPA Palazzo Altieri, Piazza del Gesù 4906.699331
CFO ed Investor Relator Officer Londra, Berkeley Square 42, W1J54W +39 +39 [email protected] [email protected]
06.69923324-06.6797849 [email protected]
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 3,350 km in continuous expansion, a wireless network and a proprietary data center, provides over 10,400 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 AIM Italia Market of the Italian Stock Exchange.
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