Landi Renzo

Share Issue/Capital Change • Nov 13, 2024

Informazione Regolamentata n. 0915-79-2024	Data/Ora Inizio Diffusione 13 Novembre 2024 07:44:21		Euronext Star Milan
Societa'	:	LANDI RENZO
Identificativo Informazione Regolamentata	:	198064
Utenza - Referente	:	LANDIN03 - Cilloni
Tipologia	:	REGEM; 2.2
Data/Ora Ricezione	:	13 Novembre 2024 07:44:21
Data/Ora Inizio Diffusione	:	13 Novembre 2024 07:44:21
Oggetto	:	PR - BoD approves terms and conditions of capital increase and defines the offer timetable
Testo del comunicato

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Press Release November 13, 2024

Landi Renzo: Board of Directors meeting

The Board of Directors approves the terms and conditions of the option capital increase and the reserved capital increase and defines the offer timetable

Cavriago (RE), November 13, 2024 - Landi Renzo S.p.A. ("Landi Renzo" or the "Company" and, together with its subsidiaries, the "Group") hereby announces that, yesterday, November 12, 2024, the Board of Directors of the Company met to set forth the terms and conditions of the option capital increase to be carried out pursuant to article 2441, paragraph 1, of the Italian Civil Code, for a maximum amount of € 25 million, including share premium, to be paid up either through cash contributions or through voluntary compensation, pursuant to article 1252 of the Italian Civil Code, of receivables claimed by the subscribers from the Company, (the "Option Capital Increase") as well as the share capital increase reserved for subscription to Invitalia - Agenzia nazionale per l'attrazione degli investimenti e lo sviluppo d'impresa S.p.A. ("Invitalia") in its capacity, pursuant to the Law, as the managing entity of the "Fondo per la salvaguardia dei livelli occupazionali e la prosecuzione dell'attività di impresa", to be performed through cash contributions, in both cases by the deadline of December 31, 2024 (the "Reserved Capital Increase" and, jointly with the Option Capital Increase, the "Capital Increases"). More specifically, the Board of Directors resolved to issue (i) a maximum of 12,600,000 new Landi Renzo ordinary shares, with no par value, having the same characteristics as those currently outstanding and with regular dividend entitlement, to be offered under option to eligible shareholders in the ratio of 14 new ordinary shares per 25 Landi Renzo ordinary shares held; and (ii) no 10,080,646 special category shares with no par value, unlisted and convertible at any time, in whole and/or in part into ordinary shares in a ratio of 1:1, in both cases at a subscription price of Euro 1.984 for each new share, of which Euro 0.050 to be allocated to share capital and Euro 1.934 to share premium. Accordingly, the maximum countervalue of the offer relating to the Capital Increase will be equal to a maximum of Euro 24,998,400.

It should be noted that the subscription price of the new ordinary shares and special category shares incorporates a discount of approximately 0.42% with respect to the Theoretical Ex Right Price ("TERP") of Landi Renzo ordinary shares, calculated according to current methods, based on the weighted average official price of the last 3 months.

It is hereby announced that the timetable for the offer relating to the Capital Increase, subject to the issuance by CONSOB of the authorisation to publish the prospectus relating to the offer and the admission to trading on Euronext Milan of the new ordinary shares of Landi Renzo, is the following:

Indicative Offer Timetable
Start of the Option Period and of the Option Rights trading period	25 November 2024
Last day of Option Rights trading	3 December 2024
End of the Option Period and Deadline for subscription of the New Shares	9 December 2024

Press Release

November 13, 2024

Communication of the outcome of the Offer	Within five working days after the closing of the Option Period

It should be noted that, based on the offer timetable, the execution of the Reserved Capital Increase is expected to take place during the week beginning on Monday, December 16, 2024.

The Prospectus will be made available, within the time period required by the law, at the registered office of the Company, as well as on the Company's website (www.landirenzogroup.com, Investors Section / Capital Increase). The publication will be disclosed to the public in the manner and terms required by the law.

* * *

This communication does not constitute an offer or invitation to purchase or subscribe for securities. The securities have not been, and will not be, registered in the United States, Australia, Canada or Japan or in any other country where such offer or solicitation is subject to authorisation by local authorities or otherwise prohibited by law. This document is not intended for distribution, directly or indirectly, in or into the United States, Canada, Japan, Australia or any other country where such distribution may be prohibited by law.

This press release is a translation. The Italian version prevails

Landi Renzo is the global leader in the natural gas, biomethane and hydrogen sustainable mobility and infrastructure sector. The Group stands out for its extensive presence at global level in over 50 countries, generating nearly 90% of its revenues abroad. Landi Renzo S.p.A. has been listed on the Euronext STAR Milan segment of Borsa Italiana since June 2007.

LANDI RENZO

Paolo Cilloni CFO and Investor Relator ir@landi.it

Media contacts: Community Roberto Patriarca - 335 6509568 Silvia Tavola - 338 6561460 Lucia Fava - 366 5613441 landirenzo@community.it

Fine Comunicato n.0915-79-2024	Numero di Pagine: 4
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