Tesmec

AGM Information • Apr 28, 2017

Informazione Regolamentata n. 1155-19-2017		Data/Ora Ricezione 28 Aprile 2017 11:28:24	MTA - Star
Societa'	:	TESMEC
Identificativo Informazione Regolamentata	:	88626
Nome utilizzatore	:	TESMECN01 - Turani
Tipologia	:	IROS 10; IRAG 01
Data/Ora Ricezione	:	28 Aprile 2017 11:28:24
Data/Ora Inizio Diffusione presunta	:	28 Aprile 2017 11:43:25
Oggetto	:	2017 Results	Tesmec - Shareholders' meeting April 28,
Testo del comunicato

Vedi allegato.

SHAREHOLDERS' MEETING OF TESMEC S.P.A.:

• approval of the financial statements as at 31 December 2016 and allocation of Net Income for the period;
• approval of the first section of report on remuneration pursuant to Article 123-ter paragraph 6 of Italian Legislative Decree no. 58/1998.
• approval of a new program to purchase and dispose of treasury shares.

Grassobbio (Bergamo - Italy), 28 April 2017 – The ordinary Shareholders' Meeting of Tesmec S.p.A. (MTA, STAR: TES), at the head of a group leader in the market of infrastructures related to the transport and distribution of energy, data and materials, convened today in single call and chaired by Ambrogio Caccia Dominioni, approved all the resolutions in the agenda.

In detail, the Shareholders' Meeting approved the financial statements 2016 of Tesmec S.p.A., as presented to the Board of Directors of the Company on 10 March 2017, that ended with a profit of Euro 1.6 million Compared to the Euro 7.4 million recorded at 31 December 2015. The Shareholders' Meeting has therefore approved to assign this Net Operating Income to the Extraordinary Reserve.

During the meeting, it was also presented the Tesmec Group's consolidated financial statements for the year 2016, which closed with a negative result of Euro 3.8 million.

The Shareholders' Meeting also resolved in favor on the First Section of the Remuneration Report in accordance with art. 123-ter of Legislative Decree no. 58/98, and also authorized the Board of Directors, for a period of 18 months, to purchase, on the regulated market, Tesmec ordinary shares until 10% of the share capital of the Company and within the limits of the distributable profits and of the available reserves resulting from the last financial statements approved by the company or by controlled company that making the purchase. The authorization also includes the right to dispose of (in whole or in part and also in several times) the shares in the portfolio subsequently, even before having exhausted the maximum amount of shares purchasable and to possibly repurchase the shares to the extent that the treasury shares held by the Company and, if necessary, by the companies controlled by it, do not exceed the limit established by the authorization. The quantity and the price at which transactions will be made will comply with the operating procedures laid down by the regulations. Today's authorization replaces the last authorization resolved by the Shareholders' Meeting of 29 April 2016 and maturing in October 2017. The resolution regarding the authorization to purchase own shares was approved by the favorable vote of the majority of the shareholders of Tesmec present at Shareholders' Meeting other than the majority shareholder and, therefore, pursuant to art. 44-bis of the Issuers Regulation, the shares that will be purchased by the Issuer in execution of such resolution shall be included in the share capital of the Issuer on which to calculate the relevant investment for the purposes of art. 106, paragraphs 1, 1-bis, 1-ter and 3 of TUF.

The manager responsible for the preparation of the corporate accounting documents, Andrea Bramani, declares, pursuant to article 154-bis, paragraph 2, of Legislative Decree No. 58/1998 ("Consolidated Law on

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Finance") that the information contained in this press release corresponds to the document results, books and accounting records.

**** The minutes of the Shareholders' Meeting will be available to the public within the terms set by the laws and regulations in force.

**** The Financial Statements as at 31 December 2016 of Tesmec S.p.A., with the Report on operations, the Directors' report on the draft resolutions submitted to the meeting, the Report of the Board of Statutory Auditors and the independent auditors' report, as well as the Consolidated Financial Statements as at 31 December 2016 are available at registered office and on the company's website, www.tesmec.com, "Investors" section, in the terms set by the laws.

**** Pursuant to Article 125-quater, paragraph 2, of the TUF and Article 77, paragraph 3, of the Issuers' Regulations a summary report containing the number of voting shares represented at the shareholders' meeting and the shares for which the vote was made, the percentage of capital that these shares represent, as well as the number of votes for and against the resolution and the number of abstentions, will be available to the public on the company website within five days from the date of the Shareholders' meeting.

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For further information:

Tesmec S.p.A.: Lucia Caccia Dominioni Investor Relator Tel +39 035 4232840 - Fax: +39 035 3844606 E-mail: ir@tesmec.it

Image Building Media Relations Simona Raffaelli, Alfredo Mele, Anna Lisa Margheriti Tel +39 02.89011300 E-mail: tesmec@imagebuilding.it

This press release is also available on www.tesmec.com in the "Investors" section: http://investor.tesmec.com/Investors/Notices.aspx

Tesmec S.p.A. - via Zanica, 17/O - 24050 Grassobbio (Bergamo) - Italy Tel. +39.035.4232911 - Fax +39.035.4522444 - info@tesmec.it - www.tesmec.com

Tesmec Group

Tesmec Group is leader in the designing, manufacturing and selling of systems, technologies and integrated solutions for the construction, maintenance and efficiency of infrastructures related to the transport and distribution of energy, data and materials. More specifically, the Group is active in the following sectors: 1) transmission and distribution power lines (stringing equipment for the installation of conductors and the underground cable laying, electronic devices and sensors for the management, monitoring and energy automation); 2) underground civil infrastructures (high powered tracked trenchers for linear excavation of oil, gas and water pipelines, telecommunication networks and drainage operations; surface miners for bulk excavation, quarries and site preparation; specialized digging services); 3) railway lines (railway equipment for the installation and maintenance of the catenary and for special applications, e.g. snow removal from track; new generation power unit).

The Group, established in 1951 and led by Chairman & CEO Ambrogio Caccia Dominioni, relies on more than 650 employees and has production plants in: Grassobbio (Bergamo), Endine Gaiano (Bergamo), Sirone (Lecco), Monopoli (Bari) in Italy, in Alvarado (Texas) in the USA, and in Durtal, in France. In addition, following the recent acquisitions of the companies Bertel, SGE and CPT, Tesmec Group now owns three new production plants in Italy, respectively in Fidenza (Parma), Padua and Patrica (Frosinone). The Group also has a global commercial presence through foreign subsidiaries and sales offices in USA, South Africa, Russia, Qatar, China and France.

The know-how achieved in the development of specific technologies and solutions, and the presence of engineering teams and highly skilled technicians, allow Tesmec to directly manage the entire production chain: from the design, production and sale of machinery, to all pre-sales and post-sales. All product lines are developed in accordance with the ISEQ (Innovation, Safety, Efficiency and Quality) philosophy, with environmental sustainability and energy conservation in mind.