Civitanavi Systems — AGM Information 2023

Apr 27, 2023

Informazione Regolamentata n. 2464-30-2023		Data/Ora Ricezione 27 Aprile 2023 17:14:54	Euronext Milan
Societa'	:	CIVITANAVI SYSTEMS
Identificativo Informazione Regolamentata	:	175927
Nome utilizzatore	:	CIVITANAVIN01 - Galletti
Tipologia	:	1.1; 3.1
Data/Ora Ricezione	:	27 Aprile 2023 17:14:54
Data/Ora Inizio Diffusione presunta	:	27 Aprile 2023 17:14:56
Oggetto	:	eur 0.13 per share	Shareholders' meeting approves financial statements and distribution of dividend of
Testo del comunicato

Vedi allegato.

PRESS RELEASE

CIVITANAVI SYSTEMS S.P.A.: SHAREHOLDERS' MEETING APPROVES FINANCIAL STATEMENTS AND DISTRIBUTION OF DIVIDEND OF EUR 0.13 PER SHARE

• The Financial Statements and dividend distribution approved;
• The report on the remuneration policy and compensation paid approved;
• The authorisation to purchase and dispose of treasury shares approved;
• The stock option plan called "CNS Stock Option Plan 2023" for members of the board of directors and employees of Civitanavi Systems S.p.A. and/or its subsidiaries approved;
• The proposal to amend Article 4 of the Articles of Association approved;
• A paid capital increase to service the stock option plan "CNS Stock Option Plan 2023" approved.

Pedaso (FM), April 27th 2023 - Civitanavi Systems S.p.A. (EURONEXT MILAN, CNS), active in the design, development and production of navigation and inertial stabilisation systems ("Civitanavi" or the "Company"), announces that the Annual General Meeting held today, in first call, under the chairmanship of Andrea Pizzarulli, approved the Financial Statements for the year ended December 31, 2022, the distribution of a dividend of EUR 0.13 per share, and resolved on the other items on the agenda.

APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS AS OF DECEMBER 31, 2022 AND PROPOSAL FOR THE ALLOCATION OF NET PROFIT

The Ordinary Shareholders' Meeting approved the financial statements as of December 31, 2022, which closed with:

• Total revenue at EUR 34.4 million, +37% compared to EUR 25.1 million as of December 31, 2021;
• EBITDA ADJUSTED of EUR 10 million, +24.5% compared to EUR 8 million as of December 31, 2021; EBITDA MARGIN ADJUSTED of 29%.
• EBIT ADJUSTED of EUR 9 million compared to EUR 7 million as of December 31, 2021;
• Net Profit for the year of EUR 7 million, +43% compared to EUR 5 million as of December 31, 2021;

Headquarter Via del Progresso 5, 63827 Pedaso (FM) - ITALY Rome Office Via Pontina Vecchia km 34, 00040 Ardea (RM) – Naples Office Via G. Pascoli, 7, 80026 Casoria (NA) Turin Office: Corso Francia 35, 10138 Torino (TO) – ITALY VAT n. IT01795210432 | Phone +39 0733 773648 - Fax +39 0733 1997156 Email info@civitanavi.com | Pec civitanavi@pec.it www.civitanavi.com

• Positive Net Financial Position at EUR 24.5 million compared to EUR -2.9 million as of December 31, 2021;
• Booking 2022 (orders acquired from customers) was EUR 41.0m, +38%, compared to EUR 29.8m as of December 31, 2021; Book to Bill 1.2x.
• Booking 2023 (orders acquired from customers) reached EUR 16.7 million as at the date of this press release.

The Shareholders' Meeting resolved to allocate the profit for the year of EUR 7 million as follows:

• EUR 4 million to the payment of a dividend of EUR 0.13 per share. The distribution will be made to shareholders holding shares marked with ISIN code IT0005466153, with ex-dividend coupon No. 01 to be made on May 8, 2023, record date on May 9, 2023 and payment on May 10, 2023;
• EUR 3 million allocated as follows:
  • o to the legal reserve for EUR 348,747;
  • o to the reserve for unrealised exchange gains of EUR 76,161
  • o to the extraordinary reserve for EUR 2,551,241.

REPORT ON REMUNERATION POLICY AND COMPENSATION

Pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998, the Shareholders' Meeting approved the Report on Remuneration policy and Compensation.

The Shareholders' Meeting also resolved in ordinary session:

• The Authorisation to purchase and dispose of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code, Article 132 of Legislative Decree No. 58 of February 24, 1998, and Article 144-bis of the Consob Regulation adopted by resolution No. 11971 of May 14, 1999.
• The approval of the stock option plan called "CNS Stock Option Plan 2023" intended for the members of the board of directors and employees of Civitanavi Systems S.p.A. and/or its subsidiaries.

And in extraordinary session:

• The amendment of Article 4 of the Company's Articles of Association.
• The increase of the paid-in share capital, in one or more instalments and with the exclusion of pre-emptive rights pursuant to Article 2441, paragraphs 5 and 8, of the Italian Civil Code, up to a maximum amount (including share premium) of EUR 8 million, through the issue of a maximum of 1,300.000 new ordinary shares with no indication of par value, to service the stock option plan called "CNS - Stock Option Plan 2023" intended for the members of the board of directors and employees of Civitanavi Systems S.p.A. and/or its subsidiaries. Amendment to Article 5 of the Articles of Association.

Civitanavi Systems S.p.A.

Headquarter Via del Progresso 5, 63827 Pedaso (FM) - ITALY Rome Office Via Pontina Vecchia km 34, 00040 Ardea (RM) – Naples Office Via G. Pascoli, 7, 80026 Casoria (NA) Turin Office: Corso Francia 35, 10138 Torino (TO) – ITALY VAT n. IT01795210432 | Phone +39 0733 773648 - Fax +39 0733 1997156 Email info@civitanavi.com | Pec civitanavi@pec.it www.civitanavi.com

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The press release is available in the Investors section of the Company website https://www.civitanavi.com/investors/comunicati-stampa/

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A copy of the minutes of the Shareholders' Meeting will be made available to the public at the Company's registered office and at Borsa Italiana, as well as on the website https://www.civitanavi.com/governance/assemblea-degli-azionisti/.

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Civitanavi Systems, born as a start-up in 2012, is one of the main players in the design, development and production of inertial navigation and stabilization systems used in the aerospace and defense sectors in space, terrestrial, aeronautical, naval and industrial, mining and oil & gas. The Company vertically provides high accuracy systems, designed and manufactured with methods, techniques and algorithms based on FOG (Fiber Optic Gyroscope) and MEMS (Micro Electro Mechanical Systems) technology, also integrated with devices for satellite navigation. Today it carries out its activities in Pedaso (FM) and in two other locations, in Ardea (RM) and in Casoria (NA), counting on a staff of 159 employees operating throughout Italy.

Investor Relations Letizia Galletti Tel. +39 0733773648 investorrelations@civitanavi.com Media Relation Image Building Via Privata Maria Teresa, 11 20123 – Milano Tel. +39 02 89011300 civitanavi@imagebuilding.it