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Abitare In
AGM Information • Jan 22, 2025
4293_rns_2025-01-22_2ee498f0-fe71-4c25-ac81-866cded4e148.pdf
AGM Information
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PRESS RELEASE ABITAREIN
- SHAREHOLDERS' MEETING REVIEWS THE CONSOLIDATED FINANCIAL STATEMENTS AND APPROVES THE ANNUAL FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2024, AND THE APPROPRIATION OF PROFITS
- APPROVAL OF THE FIRST AND SECOND SECTIONS OF THE REPORT ON THE REMUNERATION POLICY AND COMPENSATION
- APPROVAL OF THE PROPOSAL TO AUTHORIZE THE PURCHASE AND DISPOSAL OF TREASURY SHARES UP TO A MAXIMUM OF €20 MILLION
- APPROVAL OF THE REVOCATION, FOR THE UNUSED PORTION, OF THE FREE CAPITAL INCREASE APPROVED BY THE SHAREHOLDERS' MEETING ON MAY 31, 2021
Milan, January 22, 2025 – The ordinary and extraordinary Shareholders' Meeting of AbitareIn S.p.A. (the "Company") – a leading Milan-based residential development company listed on the Euronext STAR Milan Market – convened today in a single session, has reviewed the consolidated financial statements of the Group led by AbitareIn S.p.A. (the "Group") as of September 30, 2024, and examined and approved the annual financial statements closed as of September 30, 2024, as well as the allocation of the annual profit.
The annual financial statements approved by the Shareholders' Meeting and the consolidated financial statements examined by the same are identical documents containing the same accounting information approved by the Board of Directors on December 11, 2024, and communicated to the market on the same date.
Summary of the main consolidated economic and financial results as of September 30, 2024
- CONSOLIDATED REVENUES AMOUNTING TO €74.8 MILLION
- CONSOLIDATED EBITDA AMOUNTING TO €17.1 MILLION
- CONSOLIDATED EBT AMOUNTING TO €10.1 MILLION
- CONSOLIDATED NET PROFIT ATTRIBUTABLE TO THE GROUP AMOUNTING TO €5.8 MILLION
- CONSOLIDATED NET FINANCIAL DEBT AMOUNTING TO €89.1 MILLION
- CONSOLIDATED SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE GROUP AMOUNTING TO €107.3 MILLION
Abitare In S.p.A.
Key figures of the parent company Abitare In S.p.A. as of September 30, 2024 – prepared in accordance with International Financial Reporting Standards (IFRS):
- REVENUES AMOUNTING TO €11.1 MILLION
- EBT AMOUNTING TO €12.9 MILLION
The main economic and financial results of the Company as of September 30, 2024:
The parent company's revenues as of September 30, 2024, amount to €11.1 million and are primarily due to revenues from service and intellectual property remuneration contracts entered into with operational vehicles.
The profit, amounting to €11.6 million, mainly stems from dividends distributed by the subsidiaries.
Appropriation of the annual profit:
With regard to the appropriation of the annual profit, the Meeting approved the proposal to allocate the entire annual profit to retained earnings, as indicated in the following table:
| DESCRIPTION | VALUE |
|---|---|
| Profit of the year | |
| Retained earnings | € 11,603,159 |
| Total | € 11,603,159 |
Remuneration Report
The ordinary shareholders' meeting, having examined the report on the remuneration policy and compensation prepared in accordance with current legal and regulatory provisions, has (i) approved the Company's remuneration policy for the fiscal year 2025 as outlined in the first section, pursuant to Article 123-ter, paragraphs 3-bis and 3-ter of Legislative Decree no. 58/98 ("TUF"), and (ii) favorably resolved on the second section of the aforementioned report, in accordance with Article 123-ter, paragraph 6 of the TUF, containing the indication of the compensation of the members of the Board of Directors, executives with strategic responsibilities, and members of the Board of Statutory Auditors for the fiscal year ending September 30, 2024.
Authorization for the purchase and subsequent disposal of treasury shares
The Shareholders' Meeting also granted the Board of Directors authorization to purchase and dispose of treasury shares for a period of 18 months from today's meeting, up to a maximum total value of €20 million.
The authorization allows for the purchase, in one or more tranches and on a revolving basis, of the Company's ordinary shares without nominal value. The total number of shares purchased, considering the shares already held in the Company's portfolio or by its subsidiaries, may not exceed 20% of the Company's share capital.
Abitare In S.p.A.
Registered office: Via degli Olivetani 10/12, 20123 Milan – Operating Headquarters: Viale Umbria 32, 20135 Milan Company listed on Euronext Milan, Euronext STAR Milan segment (ticker ABT.MI) - VAT no. 09281610965 - Tel. +39 / 02 - 67 02 550 [email protected] – [email protected] Share capital Euro € 133,003.90 fully paid in – Share premium reserve: Euro 41,080,488
This is in accordance with Article 2357, paragraph 3, of the Italian Civil Code and within the limits of distributable profits and available reserves as reported in the latest approved financial statements at the time of each transaction, in compliance with Article 2357, paragraph 1, of the Italian Civil Code.
The Shareholders' Meeting also resolved that the purchase of treasury shares must be conducted:
At a price per share that does not deviate, either upward or downward, by more than 20% from the reference price recorded by the share in the trading session preceding each transaction; and, in any case,
At a price that does not exceed the highest of the price of the last independent transaction and the highest current independent purchase offer on the trading venue where the purchase is made.
Within the authorization period, the Board of Directors may carry out the purchases in one or more instances, at any time, in amounts and at times freely determined, subject to applicable regulations, with the gradual implementation deemed appropriate in the Company's interest.
The authorization to dispose of the purchased treasury shares, as well as those already owned by the Company, is requested without time limits, pursuant to current legislation, to provide the Board of Directors with maximum flexibility, including in terms of timing, to carry out acts of disposal of treasury shares.
Regarding disposal operations, the authorization permits any method deemed appropriate to achieve the intended purposes. This includes using treasury shares for stock incentive plans and/or the transfer of real and/or personal rights and/or securities lending. These operations may be carried out directly or through intermediaries, in compliance with applicable laws and regulations. Shares used for stock incentive plans will be assigned according to the methods and terms specified in the regulations of the respective plans in force at the time.
As of today, AbitareIn holds 1,053,599 treasury shares in its portfolio, corresponding to 3.96% of its share capital.
Revocation of the Free Capital Increase Approved by the Shareholders' Meeting on May 31, 2021
The Shareholders' Meeting also approved the revocation, for the portion not previously executed, of the resolution of May 31, 2021, regarding the free capital increase pursuant to Article 2349, paragraph 1, of the Italian Civil Code, up to a nominal amount of €5,100.00 (five thousand one hundred euros), in support of the allocation of profits to the Company's employees, as well as to service the 2021-2023 Stock Grant Plan.
The Officer in charge of preparing the accounting and corporate documents, Cristiano Contini, declares, in accordance with Article 154-bis, paragraph 2 of Legislative Decree no. 58/1998 (Consolidated Financial Act), that the accounting information contained in this communication corresponds to the documentary evidence,
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Abitare In S.p.A.
books, and accounting records. It is also highlighted that in this communication, in addition to the conventional financial indicators provided by IFRS, some alternative performance indicators are presented to allow a better assessment of the economic and financial management. These indicators are calculated according to usual market practices.
The minutes of the Shareholders' Meeting will be made available to the public within the terms established by current regulations.
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The annual financial report as of September 30, 2024, including the financial statements and consolidated financial statements, the directors' report on management, the report on corporate governance and ownership structure, the attestation of the delegated bodies, and the officer in charge of preparing corporate accounting documents pursuant to Article 154-bis, paragraph 5 of the TUF, as well as the reports of the Board of Statutory Auditors and the audit firm, together with additional documentation required for the Meeting, are available to the public at the registered office, on the Company's website at www.abitareinspa.com, in the Corporate Governance/Meetings section, and on the authorized dissemination and storage mechanism (accessible at ).
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In accordance with Article 125-quater, paragraph 2 of the TUF, a summary report of the votes containing the number of shares represented at the Assembly and the shares for which the vote was cast, the percentage of capital represented by such shares, as well as the number of votes in favor and against the resolution, and the number of abstentions, will be made available to the public within five days from the date of the Assembly on the company's website.
AbitareIn S.p.A. represents innovation and a paradigm shift in the residential development sector, driven by its democratic vision of living that combines urban regeneration, affordability and the needs of today's families.
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Efficiency, industrialisation and the creation of an identity brand are the foundations of a continuous and sustainable growth of the business model that focuses on the person and the home as an "aspirational" consumer product.
AbitareIn is thus committed to renovating the city's disused building stock and reviving its urban fabric, investing in projects of great aesthetic, environmental and social value and dedicating itself to responsible, far-sighted action; aware first and foremost of the essential nature of its new role as #stilistiurbani. The company has been listed on the Euronext Growth Milan of Borsa Italiana since April 2016. From 1 March 2021 it has been listed on the Euronext STAR Milan (ticker: ABT.MI).
Alphanumeric code of the shares: ABT ISIN: IT0005445280
Abitare In S.p.A.
Registered office: Via degli Olivetani 10/12, 20123 Milan – Operating Headquarters: Viale Umbria 32, 20135 Milan Company listed on Euronext Milan, Euronext STAR Milan segment (ticker ABT.MI) - VAT no. 09281610965 - Tel. +39 / 02 - 67 02 550 [email protected] – [email protected] Share capital Euro € 133,003.90 fully paid in – Share premium reserve: Euro 41,080,488
Contacts:
Investor Relations Abitare In Eleonora Reni [email protected] Press Office Barabino&Partners Federico Vercellino – 331.57.45.171 [email protected] Alice Corbetta – 340.45.57.565 [email protected]
Abitare In S.p.A.
Registered office: Via degli Olivetani 10/12, 20123 Milan – Operating Headquarters: Viale Umbria 32, 20135 Milan Company listed on Euronext Milan, Euronext STAR Milan segment (ticker ABT.MI) - VAT no. 09281610965 - Tel. +39 / 02 - 67 02 550 [email protected] – [email protected] Share capital Euro € 133,003.90 fully paid in – Share premium reserve: Euro 41,080,488