Equita Group

AGM Information • Apr 20, 2023

Informazione Regolamentata n. 20115-32-2023		Data/Ora Ricezione 20 Aprile 2023 18:49:30	Euronext Star Milan
Societa'	:	EQUITA GROUP
Identificativo Informazione Regolamentata	:	175630
Nome utilizzatore	:	EQUITAGROUPN04 - Graziotto
Tipologia	:	1.1; REGEM; 3.1
Data/Ora Ricezione	:	20 Aprile 2023 18:49:30
Data/Ora Inizio Diffusione presunta	:	20 Aprile 2023 18:49:32
Oggetto	:	Ordinary Shareholders' Meeting of Equita Group (20 April 2023) and appointment of Board Committees
Testo del comunicato

Vedi allegato.

PRESS RELEASE

The Shareholders' Meeting – ordinary part – approved:

• The draft financial statements for the year ended 31 December 2022 and the distribution of a dividend of €0.35 per share, to be cashed out in two tranches (May and November 2023) and equal to a dividend yield of ca. 9% ¹
• The first and the second section of the Report on remuneration policies and compensation paid in 2022
• The mutually-agreed termination of the engagement for the statutory audit of the financial statement with KPMG and appointment of EY as independent audit firm for the fiscal period 2023-2031
• The authorisation to purchase and dispose treasury shares

The Shareholders' Meeting – extraordinary part – approved:

The proposal to grant to the Board of Directors the power to increase the share capital, pursuant to art. 2349 of the Italian Civil Code to serve incentive plans addressed to employees and the power to increase the share capital against consideration, pursuant to art. 2441 of the Italian Civil Code

The Shareholders' Meeting appointed:

• the Board of Directors and its Chairman confirming Sara Biglieri and determined the number of board members, the duration of the mandate and the board compensation
• the Board of Statutory Auditors and its Chairman, and determined the board compensation

The new Board of Directors confirmed Andrea Vismara as Chief Executive Officer and appointed the board committees. Thanks to its new Board composition, Equita is today the only financial firm listed on Euronext Milan with both the majority of directors belonging to the female gender and a women as Chair

Milan, April 20th, 2023

The Ordinary and Extraordinary Shareholder's Meeting (the "Meeting") of Equita Group S.p.A. (the "Company" and, together with its subsidiaries, the "Group") met today under the chairmanship of Ms. Sara Biglieri. 54.4% of the share capital and 65.6% of the total voting rights participated to the Meeting.

Ordinary Meeting

Financial Statements for the year ended 31 December 2022 and dividend distribution

The Meeting approved – with 99.4% of the attending votes – the draft financial statements for the year ended 31 December 2022, accompanied by the Management Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the Auditing Firm.

The Meeting also approved – with 99.4% of the attending votes – to distribute a dividend, gross of taxes, of €0.35 per share, representing a 9% dividend yield. ¹ The dividend will be paid as follow:

• First tranche, equal to €0.20 per share (coupon no. 8), paid out by distributing €9,714,323.00 from net earnings;
• Second tranche, equal to €0.15 per share (coupon no. 9), paid out by distributing €334,725.35 from net earnings and €6,951,016.90 from capital reserves.

First tranche will be cashed out on 24 May 2023 (payment date), with coupon tender date on 22 May 2023 (ex-dividend date) and record date on 23 May 2023 (record date); second tranche will be cashed out on 22 November 2023 (payment date), with coupon tender date on 20 November 2023 (ex-dividend date) and record date on 21 November 2023 (record date).

Remuneration policy and Report on remuneration policies and compensation paid in 2022

The Meeting – with 92.8% of the attending votes – approved the first section of the Report on remuneration policies and compensation paid in 2022 (the "Report"), pursuant to Article 123-ter, of the Legislative Decree No 58/98 ("TUF") and Article 84-quarter of the Issuers' Regulation as subsequently amended. By approving the first section of the Report, the Meeting also approved the remuneration and incentive policies of the Group applicable from 2023 onwards. The Meeting also expressed its favourable opinion – with 92.8% of the attending votes – on the second section of the Report.

Appointment of the Board of Directors

The Meeting resolved to determine in 7 (seven) the number of Board's Directors and set to 3 (three) fiscal years the duration of mandate. The Board of Directors will therefore remain in charge until the approval of the 2025 financial statements.

The Meeting appointed Sara Biglieri, Andrea Vismara, Stefano Lustig, Paolo Colonna, Michela Zeme and Stefania Milanesi as Directors from the slate submitted by some managers and shareholders on 24 March 2023 (Slate No. 1) which resulted the most voted in the Meeting with 76.0% of the votes. Then, Silvia Demartini was appointed Director from the second most voted slate with 16.7% of votes, the latter submitted by some institutional investors on 24 March 2023 (Slate No. 2). A third slate (Slate No. 3) obtained 7.2% of the votes.

The composition of the new Board of Directors highlights three independent members, three executive members and one non-executive member, in addition to a fair gender equilibrium with four directors out of seven belonging to the female gender.

¹ Considering a share price of €3.94 at market close the day before the Meeting (19 April 2023).

Thanks to its new Board composition, Equita is today the only financial firm listed on Euronext Milan with both the majority of directors belonging to the female gender and a women as Chair, and one of the very few listed companies including all the other industries.

The Meeting also appointed Sara Biglieri as Chairman and resolved to set to €25,000, pro tempore and for the period of the office, the gross annual compensation of each Director.

Appointment of the Board of Statutory Auditors

The Meeting appointed Laura Acquadro and Andrea Conso as Standing Auditors and Andrea Serra and Guido Fiori as Alternate Auditors from the most voted slate of candidates in the Meeting (Slate No. 1) with 76.0% of votes. Franco Fondi was appointed as Standing Auditor from the second most voted slate (Slate No. 2) with 16.7% of votes. The third slate submitted (Slate No. 3) obtained 7.2% of the votes.

Franco Fondi was appointed Chairman of the Board of Statutory Auditors according to Art. 148, paragraph 2-bis, of the TUF, the latter stating that the Chairman shall be appointed by the Meeting among candidates belonging to the second most voted slate.

The Meeting also resolved to set to €42,000, pro tempore and for the period of the office, the gross annual compensation of the Chairman, and to €30,000, pro tempore and for the period of the office, the gross annual compensation of any other Standing Auditor.

Mutually-agreed termination of the engagement for the statutory audit of the financial statements with KPMG S.p.A. and appointment of EY S.p.A. as independent audit firm for the fiscal period 2023-2031. Determination of fees

The Meeting – with 99.4% of the attending votes – approved i) the mutually-agreed termination of the engagement for the statutory audit of the financial statements with KPMG S.p.A. (the latter resolved by the Shareholders' Meeting of 26 September 2018), and (ii) pursuant to Articles 13 and 17 of the Legislative Decree No. 39/2010, the appointment of EY S.p.A. as independent audit firm for the 2023-2031 fiscal period, under the terms and conditions that were made available to public with the Meetings' documentation.

Authorisation to purchase and dispose treasury shares

The Meeting has authorised – with 99.4% of the attending votes – the Company to purchase and dispose treasury shares, pursuant to articles 2357 and 2357-ter of the Italian Civil Code and article 5 of the EU Regulation no. 596/2014, the EU Delegated Regulation no. 1052/2016, as well as best market practises, having previously revoked the authorisation approved by the Meeting on 28 April 2022.

The Company has been authorised to purchase a maximum of no. 500,000 Equita Group shares (ca. 1% of the share capital). Shares have no par value and are listed on the STAR segment of the Euronext Milan market. Buyback program has a duration of 18 months (the longest duration allowed by applicable regulation). Authorisation to dispose treasury shares has no due date.

For any other information about the authorisation to purchase and dispose treasury shares, including the strategic objectives and the total consideration assumed to pursue the program, please refer to the Directors'

report on the sixth item on the agenda (ordinary part) made available to the public. Buyback of treasury shares must be also authorised by the Bank of Italy.

As of today, the Company's share capital is €11,614,855.30 (no. 51,045,794 ordinary shares, of which no. 3,249,584 treasury shares, the latter representing ca. 6% of the share capital). Subsidiaries do not hold any treasury share of the Company.

Extraordinary Meeting

Grant to the Board of Directors the power to increase the share capital to serve incentive plans, under art. 2349 of the Italian Civil Code, and consequent amendment of the Company bylaws

The Meeting – with 94.5% of the attending votes – approved the proposal to grant to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, for five years from the date of resolution, the power to increase the share capital, in accordance with article 2349 of the Italian Civil Code, to serve incentive plans, in one or more tranches, for a maximum nominal amount of €2,500,000 by issuing a maximum of 2,500,000 ordinary shares, to be awarded to employees of the Company and/or its subsidiaries.

Grant to the Board of Directors the power to increase the share capital against consideration, excluding pre-emptive rights, under art. 2441 of the Italian Civil Code, and consequent amendment of the Company bylaws

The Meeting – with 99.4% of the attending votes – approved the proposal to grant to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, for five years from the date of resolution, the power to increase the share capital against consideration, in one or more tranches and also in separate issues pursuant to article 2349 of the Italian Civil Code, for a maximum nominal amount equal to 10% of the share capital at the date the above-mentioned shareholders' resolution was passed and with the issue of a number of ordinary shares with regular dividend rights equal to a maximum of 10% of the shares outstanding at the date of the above-mentioned shareholders' resolution granting the relevant power, excluding the pre-emptive rights pursuant to article 2441.4.2 of the Italian Civil Code, up to ten per cent of the share capital at each date the power is exercised.

Resolutions of the new Board of Directors

The new Board of Directors of the Company – appointed this morning by the Meeting and met for the first time this afternoon – appointed Andrea Vismara as Chief Executive Officer. The Chief Executive Officer was also entitled of the power to adopt an internal control and risk management system that ensures compliance with laws and company procedures. The Board of Directors also appointed the following board committees:

• Remuneration Committee: Paolo Colonna (Chairman), Michela Zeme, Silvia Demartini;
• Internal Control and Risk Committee: Michela Zeme (Chairman), Silvia Demartini, Sara Biglieri;
• Related Parties Committee: Silvia Demartini (Chairman), Paolo Colonna, Sara Biglieri.

The Board of Directors then decided to postpone to the next Board meeting – that will verify other formal requirements of Board members – the official assessment of independence of Directors. Considering the documentation provided by Directors for the submission of slates of candidates, such independence requirements shall be deemed satisfied to date.

The Board then appointed Stefania Milanesi as Manager in charge of financial reporting of the Company.

Other information

The minutes of the Meeting will be made available to the public, within the terms set forth by applicable law, at the Company's registered office, on the Company's website www.equita.eu (Corporate Governance section, Shareholders' Meetings area) and on the authorized storage mechanism eMarket Storage . The summary of votings will also be published on the Company's website www.equita.eu (Corporate Governance section, Shareholders' Meetings area) within the terms set forth by applicable law, pursuant to Article 125-quater of the TUF.

Equita Group Investor Relations – Andrea Graziotto ir@equita.eu

Close to Media Adriana Liguori adriana.liguori@closetomedia.it

Finelk Cornelia Schnepf equita@finelk.eu

Equita, the leading Italian independent investment bank, has been offering its expertise and insight on financial markets to professional investors, corporates and institutions for more than 45 years. The holding Equita Group, listed on the "STAR" segment of the Italian Stock Exchange, counts its managers and professionals among shareholders (with approximately 54% of the share capital) and this ensures a strong alignment of interests with investors. With its global markets activities, today Equita is the leading independent broker in Italy that offers to its institutional clients brokerage services on equities, fixed income, derivatives and ETFs. Moreover, thanks to the continuous engagement of the award winning research team – acknowledged for its top quality research – the trading floor supports investors' decisions with valuable analyses and investment ideas on Italian and European financial markets. Equita also leverages on a unique investment banking platform that combines independent strategic advice with unparalleled access to capital markets. The wide offering proposed includes advisory services in M&A, other extraordinary financial transactions, along with equity and fixed income capital raising solutions. Our aim is to best serve all clients, from large industrial groups to small and medium enterprises, from financial institutions to the public sector. Lastly, Equita Capital SGR offers to institutional investors and banking groups its asset management competences and its deep understanding of financial markets, especially in mid and small caps. The strong focus on alternative assets like private debt and the asset management strategies based on distinctive areas of expertise of the Group make Equita Capital SGR the best partner for both investors looking for interesting returns and banking groups that would like to co-develop new products for their retail networks.