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Marzocchi Pompe

AGM Information Apr 30, 2025

4444_10-k_2025-04-30_8d50f69d-daf5-476f-a557-0e43dc44f464.pdf

AGM Information

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PRESS RELEASE

MARZOCCHI POMPE: ORDINARY SHAREHOLDERS' MEETING

APPROVES THE FINANCIAL STATEMENTS AS AT 31 DECEMBER 2024

AUTHORISES THE PLAN FOR THE PURCHASE AND DISPOSAL OF TREASURY SHARES

RENEWS THE BOARD OF AUDITORS

Bologna, 30 April 2025 – Marzocchi Pompe S.p.A. (EGM:MARP), leading company in the design, production and marketing of high-performance gear pumps and motors (the "Company"), announces that today's Ordinary Shareholders' Meeting met in first call under the chairmanship of Paolo Marzocchi and approved the following items on the agenda:

1 - Approval of the annual financial statements as at 31 December 2024 and presentation of the Group's consolidated financial statements as at 31 December 2024

The Shareholders' Meeting approved the financial statements of Marzocchi Pompe S.p.A. and examined the consolidated financial statements for the year ending 31 December 2024, as approved by the Board of Directors on 28 March 2025 and as already announced in a press release on the same date.

The main economic and financial results of the Company as at 31 December 2024 as per the annual financial statements:

  • Total revenues: € 37.8 million vs € 47.4 million in 2023
  • EBITDA: € 2.5 million vs € 7.3 million at 31 December 2023
  • EBITDA Margin1 : 6.98% vs 15.35% in 2023
  • Net profit: € 0.03 million vs € 3.4 million in 2023
  • Adjusted Net Financial Position2 : € 4.0 million, debt in line with 2023 (€ 4.1 million)

The following are the key consolidated profit and loss and balance sheet indicators as at 31 December 2024:

  • Total revenues: € 40.04 million vs € 49.7 million in 2023
  • EBITDA: € 3.6 million vs € 8.1 million at 31 December 2023
  • EBITDA Margin1 : 9.45% vs 16.41% in 2023
  • Net profit: € 0.33 million vs € 3.0 million in 2023
  • Adjusted Net Financial Position2 : € 5.8 million debt down 17% vs. first half 2024 (€ 7.0 million), slightly higher vs. 2023 (€ 5.3 million)

MARZOCCHI POMPE S.P.A.– Direzione e Coordinamento di ABBEY ROAD S.R.L.

Via A. Grazia, 2 – 40069 Zola Predosa (Bo) Italy – Tel (+39) 051/6137511 Fax (+39) 051/592083 Nr. M. Bo 047739 – N.REA 422251 – Registro Imprese /Cod. Fisc. 03285900969 – P.IVA IT 03285900969 – C.S. Euro 6.538.750,00 i.v. e-mail: [email protected] - Web: www.marzocchipompe.com

1 Calculated on Revenues from production and sales, defined as the algebraic sum of sales revenues and the change (positive or negative) in work-inprogress and finished products

2 Net of € 5.0 million in three- and six-month restricted bank savings deposits (€ 3.0 million in 2023) reclassified to other receivables in current assets.

2 - Allocation of profit for the year

The Shareholders' Meeting resolved to allocate the profit of € 35,815.00 in full to the extraordinary reserve.

3 - Renewal of the Board of Statutory Auditors for a three-year term

Today's Shareholders' Meeting also appointed the members of the Board of Statutory Auditors for the three-year period 2025-2027, based on the sole proposal submitted by the majority shareholder Abbey Road S.r.l. The Board will remain in office until the date of approval of the annual financial statements as of December 31, 2027, and will be composed as follows:

  • Romano Conti Chairman of the Board of Statutory Auditors
  • Andrea Casarotti Standing Auditor
  • Marco Gasparini Standing Auditor
  • Gian Paolo Gandolfi Alternate Auditor
  • Michela Giacchetto Alternate Auditor

The Shareholders' Meeting also resolved on the remuneration of the Board of Statutory Auditors.

The resumes of the Statutory Auditors are available on the website www.marzocchipompe.com under Governance / Corporate and Supervisory Bodies.

4 - Authorisation to purchase and dispose of own shares

The Shareholders' Meeting resolved to authorise the Board of Directors and, on its behalf, the Chairman of the Board of Directors pro tempore and/or the Chief Executive Officer, severally and with the right to sub-delegate, to purchase, on one or more occasions, for a period of eighteen months from the date of this resolution, also through an appointed intermediary, and to dispose of Marzocchi Pompe's ordinary shares without time limits.

The purpose of the authorisation is to provide the Company with a useful strategic investment opportunity for the purposes permitted under the relevant legislation, including the purposes contemplated in Article 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter "MAR") and in the practices permitted under Art. 13 MAR, including but not limited to: (i) carrying out, through legally authorised intermediaries, transactions aimed at supporting the liquidity of the Company's stock and/or for the purpose of stabilising the value of the same, with a view to favouring the regular course of trading and prices and avoiding price movements that are not in line with market trends (ii) set up a securities warehouse to sell, dispose of and/or use treasury shares, in accordance with the strategic guidelines that the Company intends to pursue or within the scope of extraordinary transactions including, by way of example but not limited to, exchange, swap, conferment or at the service of capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature such as, by way of example but not limited to, acquisitions, mergers, demergers, convertible bond issues, bonds, warrants, etc; (iii) (iii) operate on the market

with a view to medium- and long-term investment, including for the purpose of setting up long-term equity investments or as part of transactions related to current operations, or to reduce the average cost of the Company's capital or in any case to seize opportunities to maximise the value of the stock that may arise from market trends; (iv) purchase treasury shares from the beneficiaries of any stock option and/or stock grant plans resolved by the competent corporate bodies.

The proposal is not instrumental to the reduction of the share capital through the cancellation of the treasury shares purchased, it being understood that, should the Shareholders' Meeting resolve to reduce the share capital in the future, the Company reserves the right to execute it also through the cancellation of the treasury shares purchased and held in its portfolio.

The authorisation is granted for the purchase of treasury shares for a maximum purchased value of EUR 350,000, in one or more tranches, up to a maximum number of shares purchased that, taking into account the Marzocchi Pompe shares held from time to time in the portfolio by the Company and any companies it may control, does not exceed 2% of the Company's pro-tempore share capital, pursuant to Article 25-bis of the Euronext Growth Milan Issuers' Regulation or any different maximum amount provided for by the law in force at the time.

The Shareholders' Meeting also resolved that treasury share purchase transactions be carried out on the Euronext Growth Milan multilateral trading system at a unit price not less than and not more than 15% higher than the official stock market price of the shares recorded by Borsa Italiana S.p.A. in the session preceding each single transaction, in any case in compliance with the terms and conditions established by the applicable laws and regulations, including EU laws and regulations, and by the market practices in force from time to time, where applicable, and in particular (i) no shares may be purchased at a price higher than the highest price between the price of the last independent transaction and the price of the highest current independent bid on the trading venue where the purchase is made; (ii) in terms of volumes, the daily purchase quantities shall not exceed 25% of the average daily trading volume of Marzocchi Pompe stock in the 20 trading days prior to the purchase dates.

The authorisation to purchase treasury shares was granted for a period of 18 months, starting from the date of the resolution approving the proposal by the Ordinary Shareholders' Meeting, while the authorisation to dispose of treasury shares will be requested without time limits in order to allow the Board of Directors to avail itself of maximum flexibility, also in terms of timing, to carry out the acts of disposition of the shares. The acts of disposition of the treasury shares purchased may be carried out, on one or more occasions, without time limits, in the manner deemed most appropriate in the interest of the Company and in compliance with applicable regulations, for the purposes mentioned above, and in particular (i) the dispositions of the shares may be carried out, on one or more occasions, even before having exhausted the quantity of treasury shares that may be purchased (ii) the shares may be disposed of in any manner deemed appropriate to achieve the Company's interest and the purposes set forth in the Board's Explanatory Report and, in any case, in compliance with the applicable laws and regulations and the market practices permitted pro tempore in force, also granting the administrative body and its representatives the power to establish, in compliance with the law and regulations, the terms, methods and conditions of the disposal and/or use of treasury shares deemed most appropriate in the Company's interest.

It is specified that, as of today, the Company holds 65,500 treasury shares, representing approximately 1.0017% of the share capital.

* * *

Documentation

The Reports, the Financial Statements and the Consolidated Financial Statements as of 31 December 2024 are available on the website www.marzocchipompe.com, in the Investor Relations/ Financial Statements and Periodic Reports section, as well as on the website www.borsaitaliana.com, in the Shares/Documents section.

The summary report of voting, as well as the minutes of the Shareholders' Meeting, will be made available to the public in accordance with the procedures and timeframes provided for by the regulations in force and will be available on the website www.marzocchipompe.com, section Investor Relations/ Shareholders' Meetings, as well as on the website www.borsaitaliana.com, section Shares/Documents.

This press release is available at www.marzocchipompe.com and on the authorised storage mechanism .

***

Marzocchi Pompe S.p.A.

Marzocchi Pompe is a leading company in the design, production and marketing of high-performance gear pumps and motors, which find application in various fields: industrial, mobile and automotive. Founded in 1949, it is controlled by the Marzocchi family, which holds the majority of shares and is represented in the company by Paolo Marzocchi, Chairman, and his son Carlo, Deputy Chairman. The shareholding structure also includes CEO Gabriele Bonfiglioli and three other managers. Production is carried out entirely in Italy at the two sites in Casalecchio di Reno (BO) and Zola Predosa (BO). Marzocchi Pompe is present in over 50 countries through an international distribution network.

Contacts

Marzocchi Pompe S.p.A. Integrae SIM S.p.A. – Euronext Growth Advisor

CDR Communication – Investor Relations e Media Relations

Paola Buratti (IR) [email protected] Martina Zuccherini (Media) [email protected]

Gabriele Bonfiglioli, CEO & IR [email protected] Francesco D'Antonio [email protected] Dario Gancitano [email protected] Beatrice Bussoli [email protected]

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