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Digital Bros

AGM Information Oct 27, 2025

4287_10-k_2025-10-27_c894c0f8-9aff-4dd1-a8d4-a7d953b148d9.pdf

AGM Information

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RESOLUTIONS OF THE ORDINARY SHAREHOLDERS' MEETING

ALLOCATION OF EARNINGS

The Shareholders' Meeting approved the financial statements as of June 30th, 2025 with no amendments to the draft financial statements submitted by the Board of Directors. The Shareholders' Meeting approved the allocation of Euro 144 thousand net profit to Retained Earnings, having acknowledged the reports provided by the Board of Statutory Auditors and by the Audit firm.

The Consolidated financial statements as of June 30th, 2025 were also presented at the Shareholders' Meeting.

REMUNERATION REPORT

The Shareholders' Meeting expressed a favourable opinion on the Second Section of the Remuneration Report pursuant to art. 123-ter, paragraph 4, of Legislative Decree no.58 of February 24th, 1998.

The Remuneration Report is available on the Company's website www.digitalbros.com in the "Governance/Shareholders' Meeting" and "Governance/Remuneration" sections.

AUTHORIZATION TO PURCHASE AND DISPOSE OF TREASURY SHARES

The Shareholders' Meeting resolved to revoke the resolution of the Shareholders' Meeting as of October 28th, 2024, which authorized the purchase and disposal of treasury shares.

With the same resolution, the Shareholders' Meeting approved a new authorization to purchase and dispose of treasury shares, in one or more tranches, for 18 months from the date of the Shareholders' resolution and up to a maximum of 10% of the existing share capital, being understood that, within this overall limit, purchases carried out pursuant to art. 144-bis, par. 1, comma c) of the Issuers Regulation shall not exceed 5% of the share capital.

Digital Bros S.p.A.'s treasury shares shall be purchased and disposed of pursuant to Art.132 of the Legislative Decree no.58 of February 24th, 1998 ("T:U.F.") and Art. 144-bis of Consob resolution no. 11971/1999, and without prejudice to EU Delegated Regulation no. 1052 of March 8th, 2016, and the market practices admitted by EU Regulation no. 596 of April 16th, 2014 as approved by Consob.

The purchase shall be made:

  • to support market liquidity and efficiency;
  • for retention for subsequent uses, including consideration in extraordinary transactions e.g. the disposal of shares carried out by exchange, conferral or other act of disposition and/or use with other parties, including bonds convertible into Company shares or warrant bonds;
  • to use in compensation plans based on financial instruments in favor of the Group directors, employees or collaborators pursuant to Art. 114-bis of the T.U.F., as well as free shares allocation to Shareholders.

The purchase price of each share should not be lower than the official Stock Exchange price ofthe trading day preceding the day of the purchase transaction, decreased by 20%, and not higher than the Stock Exchange price of the day preceding the day of the purchase transaction, increased by 10%, in compliance with the Delegated Regulation and the Admitted Practices, where applicable.

The Shareholders' Meeting also resolved:

  • to authorize the Board of Directors to dispose, as a whole or in tranches, without time restrictions, of the treasury shares purchased pursuant to Art. 2357-ter of the Italian Civil Code establishing the price and the modalities of disposition and making any accounting registration necessary or appropriate, in compliance with the applicable Law and accounting standard;
  • to confer to the Board of Directors (and on its behalf to the Chairman and CEO) all the appropriate powers to purchase, sell, exchange. transfer and write-down treasury shares and to implement the above resolutions, also through its own agents, also through the implementation of any and all executive provisions of the related purchase programs, including buy-backs pursuant to the Delegated Regulation, and complying with what may be requested by the competent Authorities.

As of June 30th, 2025, Digital Bros S.p.A. did not hold any treasury shares, and no transactions were made in the period.

The voting results and the minutes of the Ordinary Shareholders' Meeting will be made available to the public in compliance with the procedures and the terms provided by the current legislation.

ART. 154-BIS OF THE T.U.F.

As required by paragraph 2, Art. 154-bis of the T.U.F., Digital Bros Group's Chief Financial Officer, Stefano Salbe, declares that the information contained in this press release corresponds to the Group's underlying documents, books and accounting records.

This press release is available on the websites www.digitalbros.com and .

DIGITAL BROS GROUP

Listed on the Euronext STAR Milan and part of Euronext Tech Leaders, Digital Bros Group is a global company that has been operating since 1989 as a developer, publisher and distributor of video games through its brand 505 Games. The Group markets its contents on both retail and digital channels, Digital Bros Group is active around the world through its own direct operations in Italy, United States, UK, Czech Republic, China, Japan, Australia and Canada with 289 employees.

For further information please contact: Digital Bros S.p.A. Stefano Salbe - CFO Tel, + 39 02 413031 [email protected]

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