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Servizi Italia

AGM Information Apr 22, 2024

4419_egm_2024-04-22_b7a46123-95d3-4ed4-add5-c9abffcc4c22.pdf

AGM Information

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Informazione
Regolamentata n.
0868-60-2024
Data/Ora Inizio Diffusione
22 Aprile 2024 14:05:47
Euronext Star Milan
Societa' : SERVIZI ITALIA
Identificativo Informazione
Regolamentata
: 189352
Utenza - Referente : SERVIZIITAN03 - Giliotti
Tipologia : 2.4; 3.1
Data/Ora Ricezione : 22 Aprile 2024 14:05:47
Data/Ora Inizio Diffusione : 22 Aprile 2024 14:05:47
Oggetto : The BoD appoints the internal committees and
launches the buy-back program as authorized
by today's Shareholders' Meeting
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comunicato

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The Board of Directors of Servizi Italia S.p.A. appoints the internal committees and launches the buy-back program as authorized by today's Shareholders' Meeting

Castellina di Soragna (PR), Italy, 22 April 2024

The newly-elected Board of Directors of Servizi Italia S.p.A. (hereinafter also referred to as "Servizi Italia" or the "Company"), which met at the end of the Shareholders' Meeting held today, under the leadership of Chairperson Roberto Olivi, assigned the corporate offices to the directors elected for the three-year period 2024-2026, and therefore until the approval of the financial statements as at 31 December 2026.

The Board of Directors assigned management powers to an Executive Committee, composed of Roberto Olivi (Chairperson of the Board of Directors and of the Executive Committee), Ilaria Eugeniani (Board Member, appointed Vice-Chairperson of the Board of Directors and of the Executive Committee) and Michele Magagna (Board Member), assisted by the General Manager Andrea Gozzi.

The Board of Directors then ascertained that the directors Roberta Labanti, Benedetta Pinna and Antonio Aristide Mastrangelo met the independence requirements set forth in Articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree No. 58/98, as well as the independence requirements set forth in the Corporate Governance Code to which the Company adheres.

The Board then set up the Governance and Related Parties Committee, responsible for remuneration, appointments, control and risk and related party transactions, composed as follows:

  • Benedetta Pinna as President (Independent Director);
  • Roberta Labanti (Independent Director);
  • Umberto Zuliani (Non-executive Director).

Finally, the Board appointed Director Benedetta Pinna as Lead Independent Director and Chairperson Roberto Olivi as Director in charge of the Internal Control and Risk Management System.

The curricula of the newly elected members of the Board of Directors are available on Company's website ir.servizitaliagroup.com, in the Corporate Governance section.

Servizi Italia also announces that the Board of Directors, in implementation of today's resolution passed by the Shareholders' Meeting to authorise the purchase and disposal of treasury shares, after revoking the authorisation to purchase and dispose of treasury shares resolved on 20 April 2023 to the extent not utilised, resolved to initiate the share buy-back program.

Pursuant to article 144-bis of the Regulation adopted by Consob resolution no. 11971/99 ("Issuers' Regulation") and having regard to article 2 of the EU Delegated Regulation 2016/1052 and Consob guidelines, details on buy-back program are provided below.

Target of the program: the buy-back program – in accordance with the resolution adopted today by the Shareholders' Meeting of the Company – is aimed at creating a stock of treasury shares to be used, if necessary, for extraordinary transactions and/or in case of exchange and/or sale of equity investments and, at the same time, represents an opportunity for efficient investment of Company's liquidity.

Maximum quantity of shares to be purchased and maximum countervalue: the maximum quantity of treasury shares to be purchased executing the program, in compliance with the Shareholders' Meeting authorization of 22 April 2024, is equal to a maximum of 6,361,890 ordinary shares of the Company (corresponding to the fifth part of the share capital), taking into consideration the shares already held by the Company from time to time. The maximum amount of money allocated for the execution of the program is estimated to be no more than Euro 12.5 million, in any case in full compliance with the legal limit of distributable profits and available reserves resulting from the last financial statements approved by the Shereholders' Meeting. The purchase may be made in several installments, in accordance with the above-mentioned authorization of the Shareholders' Meeting. As of today's date, the Company holds 2,612,434 treasury shares, equal to 8.21% of the share capital. On the other hand, the Company does not hold treasury shares through subsidiaries, fiduciary companies or through third parties.

Duration of the program: the duration of the program identified by the Board of Directors is 23 April 2024 - 22 October 2025, included. It is recalled that: (i) the authorization to purchase treasury shares approved by today's Shareholders' Meeting has a duration of 18 months from the date of the resolution and will expire on 22 October 2025; while (ii) the authorization to dispose of treasury shares, even before the purchases are exhausted, was given by the Shareholders' Meeting without time limits.

Purchase method: in compliance with the Shareholders' Meeting authorization of 22 April 2024, the purchase of treasury shares will be carried out, through the intermediary INTERMONTE SIM S.p.A., on the MTA (Telematic Stock Market) according to the operating methods and price conditions set by the provisions of articles 3 and 4, paragraph 2, letter b) of the EU Delegated Regulation 2016/1052, and in compliance with the principle of equal treatment of shareholders, the regulation in force from time to time and/or the guidelines adopted by the Supervisory Authority. In particular, the purchase price of each share must be, as a minimum, not less than 20% and, as a maximum, not more than 20% of the weighted average of the official prices of the shares recorded by Borsa Italiana on the MTA in the 3 days prior to each purchase transaction, being understood that it may not be higher than the highest price between the price of the last independent transaction and the price of the highest current independent purchase offer on the MTA, in compliance with the Shareholders' resolution of 22 April 2024 and any

applicable regulations (including European regulations). In addition, the shares purchased in each session may not exceed 25% of the average daily volume of Servizi Italia S.p.A. shares traded on the MTA, calculated on the basis of the average daily trading volume in the 20 trading days prior to the date of purchase.

As anticipated, the share purchase program will be coordinated by INTERMONTE SIM S.p.A., which will take also negotiating decisions regarding the timing of purchases, in full independence from the Company, always within the limits of what resolved by the Shareholders' Meeting.

Any subsequent changes to the aforesaid schedule will be promptly communicated to the public.

The Company will provide the public with information on purchases according to the terms provided by current regulations.

This press release is disclosed using emarket SDIR system and it is now available on Company's website (ir.servizitaliagroup.com) as well as on eMarket STORAGE system .

Servizi Italia S.p.A., a company based in Castellina di Soragna (PR) and listed on Euronext STAR Milan., has been a leader in Italy in the field of integrated rental, washing and sterilization services for textile materials and medical devices in the healthcare sector for over 35 years. The company, which together with its Italian and foreign subsidiaries forms the Servizi Italia Group, has a highly technological production platform, articulated in over 50 production plants in 6 countries and counts about 3,700 employees and collaborators: these are the numbers with which Servizi Italia contributes daily to the health and safety of professionals, patients and workers, respecting ethics and the environment in which it operates.

For further information:

Investor Relations Media Relations Servizi Italia Axelcomm S.r.l. Pietro Giliotti Arturo Salerni Tel: +39 0524598511 Tel. + 39 338 5220260 [email protected] [email protected]

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Fine Comunicato n.0868-60-2024 Numero di Pagine: 5

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