Esautomotion

AGM Information • Apr 29, 2024

Informazione Regolamentata n. 20133-12-2024	Data/Ora Inizio Diffusione 29 Aprile 2024 22:42:00		Euronext Growth Milan
Societa'	:	ESAUTOMOTION
Identificativo Informazione Regolamentata	:	189865
Utenza - Referente	:	ESAUTOMOTIONN02 - Fontana
Tipologia	:	1.1; REGEM
Data/Ora Ricezione	:	29 Aprile 2024 22:42:00
Data/Ora Inizio Diffusione	:	29 Aprile 2024 22:42:00
Oggetto	:	Annual Report 2023 and new Board of directors
Testo del comunicato

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COMUNICATO STAMPA

THE SHAREHOLDERS' MEETING APPROVES THE 2023 FINANCIAL STATEMENTS OF ESAUTOMOTION S.p.A.

Esautomotion S.p.A.'s financial statements for the year ended 31 December 2023 has been approved. Dividend distribution has been approved. Appointment of the Board of Directors and the Board of Statutory Auditors

Carpi, 29 April 2024

The Ordinary Shareholders' Meeting of Esautomotion S.p.A. ("Esautomotion", "ESA" or the "Company"), the operating holding company of the Esautomotion Group (the "Group") active in the sector of high-precision mechatronic components for industrial machines, today approved, by a large majority, all the items on the agenda.

APPROVAL OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31/12/2023 OF ESAUTOMOTION S.P.A.

The Ordinary Shareholders' Meeting approved the 2023 Annual Financial Statements prepared in accordance with ITA-GAAP accounting principles, as already represented in the Press Release of 4 April 2024, to which reference should be made for further details.

PRESENTATION OF THE ESAUTOMOTION GROUP'S 2023 RESULTS

The Ordinary Shareholders' Meeting took note of the results of the 2023 Consolidated Financial Statements prepared in accordance with IFRS/IAS accounting standards, as already represented in the Press Release of 4 April 2024, to which reference should be made for further details.

ALLOCATION OF PROFIT FOR THE YEAR AND DISTRIBUTION OF DIVIDENDS TO SHAREHOLDERS

The Ordinary Shareholders' Meeting approved the following allocation of Esautomotion's profit for the year amounting to Euro 3,333,787.91:

• € 644,500.00 as a dividend, corresponding to €0.05 per share from the shares outstanding on the ex-dividend date;
• € 249.35 to foreign exchange gains;
• € 2,689,038.56 to the Retained Earnings reserve.

This dividend will be paid in a single instalment (coupon no. 8) starting from 15 May 2024 with an ex-dividend date of 13 May 2024 and a record date of 14 May 2024.

APPOINTMENT OF THE BOARD OF DIRECTORS

The Ordinary Shareholders' Meeting appointed the new Board of Directors, which will remain in office for three financial years, i.e. until the approval of the financial statements as at 31 December 2026, determining its members at 7 (seven).

The following have been appointed as members of the Board of Directors:

• Mr. Gianni Senzolo, Mr. Andrea Senzolo, Mr. Matteo Nobili (Independent Director), Mr. Giuseppe Zottoli (Independent Director), Mr. Massimo Sangalli and Mr. Carlo Cola, who were drawn from list no. 1 presented by the shareholder Gianni Senzolo (holder of a shareholding vote equal to 30.69% of the share capital) which was voted by the 59.475% of shares represented at the Shareholders' Meeting;
• Mr. Franco Fontana, who was taken from list no. 2 presented by the shareholder Franco Fontana (holder of a stake equal to 34.56% of the share capital) which was voted by the 38.860% of shares represented at the Shareholders' Meeting.

It should be noted that, in accordance with Article 19 of Esautomotion's Articles of Association, Euronext Growth Advisor has positively assessed the possession of the independence requirements provided for by Article 148, paragraph 3, as referred to in Article 147-ter, paragraph 4, of Legislative Decree no. 58 of 1998 relating to Avv. Matteo Nobili and Dr. Giuseppe Zottoli.

Finally, it should be noted that the Shareholders' Meeting approved the proposal made by the shareholder Gianni Senzolo, regarding the total remuneration of all Directors, including those holding special offices, which was set at Euro 440,000.00 gross per year, to be distributed by the Board of Directors and to be paid pro rata temporis, in addition to the reimbursement of expenses incurred for the office and duly documented and the usual fringe benefits necessary for the performance of their duties.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The Shareholders' Meeting also appointed the Board of Statutory Auditors, which will remain in office for three financial years, i.e. until the approval of the financial statements as at 31 December 2026.

They have been appointed,

As Statutory Auditors:

• Mr. Manuel Coppola and Mr. Andrea Fornaciari, taken from list no. 1 presented by the shareholder Gianni Senzolo (holder of a shareholding equal to 30.69% of the share capital) which was voted by the 59.475% of shares represented at the Shareholders' Meeting;
• Mr. Francesco Gianluca Pecere taken from list no. 2 presented by the shareholder Franco Fontana (holder of a shareholding equal to 34.56% of the share capital) which was voted by the 38.860% of shares represented at the Shareholders' Meeting;

as alternate auditors:

• Mr. Pierluigi Pipolo, taken from list no. 1 presented by the shareholder Gianni Senzolo (holder of a shareholding equal to 30.69% of the share capital) which was voted by the 59.475% of shares represented at the Shareholders' Meeting;
• Mr. Federico Albini taken from list no. 2 presented by the shareholder Franco Fontana (holder of a shareholding equal to 34.56% of the share capital) which was voted by the 38.860% of shares represented at the Shareholders' Meeting.

It should be noted that, in accordance with the provisions of art. 25 of ESA's Articles of Association, Mr. Manuel Coppola has been appointed Chairman of the Board of Statutory Auditors.

The Shareholders' Meeting also resolved to award a gross annual emolument, to be paid pro rata temporis, of €15,000 to the Chairman of the Board of Statutory Auditors, and €10,000.00 to each Standing Auditor, in addition to the reimbursement of expenses incurred for the performance of the duly justified office.

For further information on the new Corporate Bodies, please refer to the documentation made available on the www.esautomotion.com website.

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For further details, please refer to the Press Release issued on 4 April 2024 following the meeting of the Board of Directors of Esautomotion, and to the documentation made available to the public at the Company's registered office and on the www.esautomotion.com website (Investor Relations/Shareholders' Meeting and Investor Relations/Press Releases Sections), at Borsa Italiana S.p.A. and on the website .

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ISIN Code: IT0005337107

Ticker: ESAU

For the dissemination of regulated information, the Issuer makes use of the eMarket SDIR circuit managed by Teleborsa For more information

Contacts Euronext Growth Adviser

Illimity Bank S.p.A. | esautomotion@illimity.com | T: +39 02 82849699 | Via Soperga 9 – 20124 Milano (MI) Contatti Investor Relations

Franco Fontana | franco.fontana@esautomotion.com |T: +39 3770866699 | Via della Meccanica 23/1 – 41012 Carpi (MO) * * * * *

This announcement (including the information contained herein) does not constitute part of an offer to the public of financial products or a solicitation of offers to purchase financial products and an offer to sell such products will not be made in any jurisdiction where such offer or sale would be contrary to applicable law. This announcement does not constitute an offer to sell financial products in the United States of America, Australia, Canada and Japan and any other jurisdiction in which such offer or sale is prohibited and may not be published or distributed, directly or indirectly, in such jurisdictions. The financial products mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended; such products may not be offered or sold in the United States of America in the absence of registration or an exemption from the application of registration requirements. The documentation relating to the offer has not been/will not be submitted to CONSOB and Borsa Italia for approval.