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Biesse

Board/Management Information Jun 12, 2025

4501_iss_2025-06-12_de592c28-f29d-424b-907e-e17648b9803d.pdf

Board/Management Information

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RESIGNATION OF DR. POTENZA FROM THE POSITION OF CHIEF EXECUTIVE OFFICER AND GENERAL MANAGER

Pesaro, 12nd June 2025

Biesse S.p.A. (the "Company") announces that Dr. Massimo Potenza, a non-independent director, has resigned from his position as Chief Executive Officer and General Manager (the "Position") to explore new professional opportunities. His resignation from the Position is effective as of today (the "Termination Date").

"My thanks go to Massimo Potenza for his contribution to the company's transformation journey, which led to the creation of an integrated, multi-material 'One Company' organization. Biesse will continue its development with its usual determination and a pragmatic approach focused on long-term value creation for all stakeholders" commented Roberto Selci, Chairman of the Board.

As of today, Dr. Potenza holds no. 7.100 shares of the Company.

In addition to his fixed monthly remuneration and the emoluments related to the Position accrued up to the Termination Date, the Company will pay a total gross amount of Euro 790.000,00 with the first useful payslip by the end of the month following the Termination Date. This amount will be increased by a gross amount of Euro 10.000,00 as consideration for the transaction (the "Severance Payment"). Furthermore, Dr. Potenza will retain certain non-monetary benefits, while he has waived the LTI 2024-2026 Plan.

The Remuneration Policy does not provide for the Severance Payment as formulated. Therefore, the Severance Payment was proposed by the Remuneration Committee to the Board of Directors, which approved it after obtaining a favorable opinion from a committee

composed exclusively of independent and unrelated directors, given that Dr. Potenza is a related party of the Company.

This transaction qualifies as a minor related-party transaction, pursuant to the Regulation adopted by Consob resolution no. 17221 of March 12, 2010, and the related procedure adopted by the Company.

Finally, it is announced that:

  • the non-compete agreement, as provided for in the Remuneration Policy, will continue to apply under the agreed terms. The consideration for the non-compete commitments has been set at an annual gross amount of Euro 180.000,00;
  • the variable components already received are subject to the application of malus and claw-back clauses, where the conditions for their application are met.

Today, the Board acknowledged the foregoing and appointed Chairman Roberto Selci as the new Chief Executive Officer, granting him the same powers as Dr. Massimo Potenza.

BIESSE - We are an international manufacturer of integrated lines, machines and components for the processing of wood, glass, stone, plastics and composites.

Founded in Italy in 1969 and listed on the Euronext STAR segment of the Italian Borsa Italiana stock exchange, we support the business development of our customers in the furniture, supply & construction, automotive and aerospace sectors. Today, about 80% of our consolidated revenues are made abroad thanks to an ever-growing global network with 3 production areas and sales showrooms in 19 countries. Thanks to the expertise of our over 3,800 employees, we inspire leading companies in their sectors and the most respected names in Italian and international design to unlock the potential of every material.

Nicola Sautto Chief Financial Officer and Investor Relator T +39 0721 439439 M +39 334 640 5271 [email protected]

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