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Datrix

AGM Information Apr 28, 2023

4409_agm-r_2023-04-28_7e60c7b3-45b3-4381-ae38-ffc15bff7916.pdf

AGM Information

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Informazione
Regolamentata n.
20237-20-2023
Data/Ora Ricezione
28 Aprile 2023 19:08:00
Euronext Growth Milan
Societa' : DATRIX
Identificativo
Informazione
Regolamentata
: 176135
Nome utilizzatore : DATRIXNSS01 - GIUSEPPE VENEZIA
Tipologia : REGEM
Data/Ora Ricezione : 28 Aprile 2023 19:08:00
Data/Ora Inizio
Diffusione presunta
: 28 Aprile 2023 19:08:02
Oggetto : April, 28 2023 Datrix_PR_Ordinary Shareholders' Meeting
Testo del comunicato

Vedi allegato.

PRESS RELEASE

DATRIX S.P.A. ORDINARY SHAREHOLDERS' MEETING APRIL 28, 2023

Datrix Ordinary Sharholders' Meeting has approved:

  • the financial statements of Datrix S.p.A. and the allocation of the result for the year ended 31 December 2022
  • the appointment of the statutory auditor for the three-year period 2023-2025
  • the appointment of a Director co-opted pursuant to Article 2386 of the Civil Code
  • the authorisation the to the BoD to purchase and dispose of treasury shares, subject to revocation of the authorisation granted by the previous Shareholders' Meeting for the portion that remained non-executed

Milan, 28 April 2023 - Datrix S.p.A., ("Datrix" or the "Company"), leader in the development of Augmented Analytics solutions and services based on Artificial Intelligence and Machine Learning Models for the data-driven growth of companies, listed on Euronext Growth Milan, ISIN code IT000546837, announces, that the ordinary shareholders' meeting of the Company met today in first call with the participation of the shareholders exclusively through the designated representative, in compliance with the provisions of art. 106, paragraph 4 of the Decree Law of 17 March 2020, n. 18, containing "Measures to strengthen the National Health Service and economic support for families, workers and businesses connected to the epidemiological emergency from COVID-19", as converted with amendments and whose application was most recently extended with the Decree Law of 29 December 2022, no. 198, converted with amendments by Law 24 February 2023, n. 14.

Financial statements of Datrix S.p.A. and the allocation of the result for the year ended 31 December 2022.

The Shareholders' Meeting approved the separate financial statements as at 31 December 2022 and acknowledged the consolidated financial statements as at 31 December 2022. The most significant data1 are shown below.

1 EBITDA is represented by the Operating Result gross of Depreciation of tangible and intangible assets and normalized to take into account non-recurring revenues and costs, as well as contributions of an extraordinary nature. EBITDA thus defined is a measure used by the Company's management to monitor and evaluate the operating performance of the same, it is not identified as an accounting measure under the national accounting standards and, therefore, must not be considered an alternative measure for the assessment of the economic performance of the Group. Since the composition of EBITDA is not regulated by the reference accounting standards, the determination criterion applied by the Group may not be homogeneous with that adopted by others and therefore not comparable. The normalization of EBITDA 2022 is - 0.1m Euro.

Data at December 31, 2022 Consolidated Data Datrix S.p.A.
Revenues 16.819.197 2.067.977
Adjusted EBITDA -
648.379
-
2.258.692
Net Result -
2.692.865
-
2.088.965
Net Financial Position (Available Cash) -
5.274.983
-
4.954.320

For an analysis of the 2022 pro forma consolidated data, please refer to the press release relating to the consolidated results as at 31 December 2022, published on 31 March 2023.

With reference to the result for the year ended 31 December 2022, upon proposal of the Board of Directors, the Shareholders' Meeting resolved to carry forward the loss for the year equal to Euro 2,088,965.

Appointment of the Independent Auditors

The Ordinary Shareholders' Meeting also resolved to grant the independent auditors PricewaterhouseCoopers S.p.A. the assignment of statutory audit for the years 2023-2025 and limited voluntary audit for the semesters ending on 30 June 2023, 30 June 2024 and 30 June 2025, recognizing an annual fee of Euro 56,500 for the assignment thus conferred.

Integration of the Board of Directors

The Shareholders' Meeting confirmed the appointment of the director Carolina Minio-Paluello, already co-opted by the Board of Directors on 9 November 2022. The curriculum vitae of Carolina Minio-Paluello is available on the Company's website in the section Investor Relations. It should be noted that possession of the requirements was verified by the Company's Board of Directors during the co-optation.

As far as the Company is aware, at the date of this press release, Mrs. Minio-Paluello doesn't holds shares of Datrix.

Authorization to purchase and dispose of treasury shares

Lastly, the Shareholders' Meeting resolved to revoke the resolution authorizing the purchase and disposal of treasury shares adopted by the Ordinary Shareholders' Meeting of 30 May 2022 for the unexecuted portion and to grant the Board of Directors a new authorisation, pursuant to and for the purposes of article 2357 of the Civil Code, the purchase, even in several tranches, of ordinary shares of the Company with no par value, up to a maximum number which, taking into account the ordinary shares of the Company held from time to time in the Company's portfolio, does not exceed a total of 5% of the share capital represented by outstanding ordinary shares, in compliance with the provisions of article 2357, paragraph 3, of the Civil Code and in any case for a maximum value of Euro 1,000,000 ,00.

The purchase can be made in one or more tranches and also on a revolving basis within 18 months from the date of the resolution and as permitted by art. 25-bis of the Euronext Growth Milan Issuers' Regulation, by article 132 of the Legislative Decree of 24 February 1998, n. 58 and article 144-bis of the Consob Regulation adopted with resolution no. 11971 of 14 May 1999, therefore in compliance with the equal treatment of shareholders, as well as in compliance with accepted market practices. Purchases must be made in compliance with legal and regulatory provisions, including the provisions

of Regulation (EU) 596/2014 and Delegated Regulation (EU) 2016/1052, as well as market practices accepted pro tempore in force, where applicable .

In any case, the purchases must be made (i) at a price per share that cannot deviate by more than 20% from the reference price recorded by the stock in the trading session preceding each individual transaction; and (ii) at a price that is not higher than the higher of the price of the last independent transaction and the price of the highest current independent bid on the trading venue where the purchase is made.

The authorization to purchase and dispose has been granted in order to allow the Company to:

  • a) incentivizing and retaining employees, collaborators, directors of the Company, subsidiaries and/or other categories of persons discretely chosen by the Board of Directors (within the framework of share incentive plans, in whatever form structured);
  • b) carry out transactions such as the sale and/or exchange of treasury shares for the acquisition of shareholdings and/or real estate and/or the conclusion of agreements with strategic partners;
  • c) carry out successive transactions for the purchase and sale of shares, within the limits permitted by accepted market practices
  • d) establishing a so-called "securities warehouse", useful for possible future extraordinary finance transactions.
  • e) carry out, directly or through intermediaries, any operations to stabilize and/or support the liquidity of the Company's stock in compliance with accepted market practices;
  • f) use treasury shares purchased or already in the portfolio to exercise rights, including conversion rights, deriving from financial instruments issued by the Company, its subsidiaries or third parties.

As of the date of this press release, the Company holds No. 51.500 treasury shares

The Minutes of the Shareholders' Meeting will be made available to the public within the terms of the law at the registered office as well as by publication on the Issuer's website, https://datrixgroup.com/investor-relations/assemblee/, as well as on the Borsa Italiana S.p.A. website.

***

Datrix

Datrix is a group of tech companies, listed on the Italian Stock Market, that develop sustainable Artificial Intelligence solutions (Augmented Analytics and Machine Learning Models) for data-driven growth of companies. Datrix's solutions add measurable value because they collect data from internal and external sources, integrate it, look for correlations, uncover valuable insights and operational information, and suggest actions, with efficiency as a goal.

The Group is active in four business areas:

  • 1. Machine Learning Model Serving develops descriptive, predictive & prescriptive data-science models to maximize the efficiency of industrial and management processes;
  • 2. AI for Marketing & Sales develops artificial intelligence solutions to increase Marketing and Sales performance of companies;
  • 3. AI for Data Monetization applies artificial intelligence to data collected by companies in compliance with privacy regulations, turning it into economic value for them;
  • 4. AI for FinTech develops solutions using unconventional alternative data to improve the performance of institutional and private investors in stock selection, identification of innovative investment themes, and ESG scoring.

Since 2019 Datrix has also accelerated its growth path through acquisitions in Italy and abroad. The following are now part of the Datrix SpA Group: 3rdPlace Srl, FinScience Srl, ByTek Srl, Paperlit Srl, Datrix US Inc. and Adapex Inc. From the acquisition of the company Aramis and the merger of expertise with 3rdPlace, the new player Aramix was born in 2023, reinforcing the Machine Learning & Model Serving area. Through its subsidiaries, Datrix is a technology partner of international consortia for major R&D projects in finance, biomedical and cyber security, funded by the European Union and Italy and based on Artificial Intelligence algorithms.

Datrix operates through four offices in Italy (Milan, Rome, Cagliari and Viterbo), one in Dubai and one in the United States. Read more at datrixgroup.com/en/.

For more information:

Investor Relations: Giuseppe Venezia, tel. +39 0276281064 - [email protected] Investor Relations Consultant: Francesca Cocco (Lerxi Consulting) - [email protected]

Press Office: SprianoCommunication&Partners

Matteo Russo, mob. +39 3479834881 - [email protected] Jacopo Ghirardi, mob. + 39 3337139257 - [email protected]

Euronext Growth Advisor: Alantra Stefano Bellavita, mob. +39 0263671601 - [email protected]

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