Equita Group — Governance Information 2022

Feb 10, 2022

Informazione Regolamentata n. 20115-4-2022		Data/Ora Ricezione 10 Febbraio 2022 18:02:26	Euronext Star Milan
Societa'	:	EQUITA GROUP
Identificativo Informazione Regolamentata	:	157327
Nome utilizzatore	:	EQUITAGROUPN04 - Graziotto
Tipologia	:	REGEM
Data/Ora Ricezione	:	10 Febbraio 2022 18:02:26
Data/Ora Inizio Diffusione presunta	:	10 Febbraio 2022 18:02:27
Oggetto	:	Equita management renews shareholders' agreement
Testo del comunicato

Vedi allegato.

EQUITA MANAGEMENT RENEWS SHAREHOLDERS' AGREEMENT

• MANAGERS RENEW THEIR PARTNERSHIP TO ENSURE STABLE GOVERNANCE
• SIMULTANEOUSLY TO THE SUBSCRIPTION OF THE NEW SHAREHOLDERS' AGREEMENT WHICH WILL ENTER INTO FORCE FOLLOWING THE MATURITY OF THE FIRST SHAREHOLDERS' AGREEMENT-BIS – SUBSCRIBERS HAVE TERMINATED THE FOURTH SHAREHOLDERS' AGREEMENT

Milan, 10 February 2022

Equita, the leading independent investment bank in Italy, today announces that 27 managers and employees have subscribed to a new shareholders' agreement (so called "Patto Parasociale Equita Group" or the "Agreement"). The Agreement confirms the commitment of managers – who are also shareholders – to ensure stable governance and who have successfully led the investment bank for years. The Agreement will enter into force the day after the termination date of the First Shareholders' Agreement-Bis (July 31st, 2022) and the maturity is set to March 31st, 2025.

The Agreement will include all ordinary shares of Equita Group S.p.A. ("Equita" or the "Company" and, together with its subsidiaries, the "Group") owned by subscribers of the Agreement, directly and/or indirectly, from time to time. As of today, subscribers represent 45.5% of the share capital (22,857,734 ordinary shares of the Company) and 60.6% of the shareholders' meeting voting rights ¹ .

With the Agreement the management confirms its commitment to the Group and reinforces the idea of partnership that has always distinguished it on the market and that has allowed Equita to successfully grow over the years.

Under the new Agreement, each party:

• Has committed to exercise with reference to the shares owned under the Agreement, from time to time individual voting rights in accordance with the will expressed by the majority of the votes of the participants to the Agreement, on matters like the approval of the financial statements, the appointment of management and control bodies and on extraordinary transactions requiring the approval of the shareholders' meeting;
• Has lock-up provisions, depending on the age of the subscriber of the Agreement;
• Has call options, under specific terms and conditions, on ordinary shares of the Company held by other subscribers of the Agreement and subject to any "adverse event"² .

Subscription of the Agreement occurred upon the simultaneous termination of the Fourth Shareholders' Agreement which governed how participants could potentially sell ordinary shares of the Company.

For more details on the Agreement and on the termination of the Fourth Shareholders' Agreement, please refer to the documentation made available on the Equita website www.equita.eu (Corporate Governance section, Shareholders' Agreements area).

¹ Excluding No. 4,059,802 treasury shares.

² i.e. Permanent disability or death, for instance.

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

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

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FinElk Teresa Wincrantz 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 "Euronext STAR Milan" 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.