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Neodecortech — AGM Information 2023
Apr 27, 2023
4087_rns_2023-04-27_399952f8-5bcf-463d-92f7-0150b09f3157.pdf
AGM Information
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PRESS RELEASE
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING OF NEODECORTECH S.P.A.
- Approval of the financial statements of Neodecortech S.p.A. ("Neodecortech" or the "Company") at 31 December 2022, and review of the consolidated financial statements of the Neodecortech Group for the year ended 31 December 2022
- Resolution to distribute a dividend to shareholders of € 0.14 per currently outstanding share (totaling € 2 million), with payment date starting on 24 May 2023, ex-dividend date on 22 May 2023, and record date on 23 May 2023
- Approval of the authorization to purchase and dispose of treasury shares
- Change in the fees to the members of the Board of Directors
- Approval of the remuneration policy for 2023 and favourable advisory vote on the report on compensation paid in 2022
- Appointment of the new Board of Statutory Auditors of Neodecortech for 2023-2025 and determination of their fees
- Approval of the amendment to Articles 13, 21 and 24 of Neodecortech's Bylaws
Filago, 27 April 2023
Neodecortech S.p.A. ("NDT" or the "Company"), one of Europe's top players in the production of decorative papers for laminated panels and flooring used in interior design, listed on Euronext Milan, market organized and managed by Borsa Italiana S.p.A. - Euronext STAR Milan segment announces that the Shareholders' Meeting of the Company met today in single call, chaired by Luca Peli, and resolved as follows.
Financial statements at 31 December 2022 and allocation of profit for the year
The Ordinary Shareholders' Meeting reviewed and approved the financial statements of Neodecortech at 31 December 2022, which show a net profit of € 8,437,296.73.
The Ordinary Shareholders' Meeting also approved, in accordance with the dividend policy adopted by the Company, to distribute a dividend of € 14 cents per share gross of tax. The ex-dividend date (coupon no. 6) is set for 22 May 2023, and the payment date for 24 May 2023 (record date 23 May 2023).
The Ordinary Shareholders' Meeting also took note of the consolidated financial statements of the Neodecortech Group for the year ended 31 December 2022 and the non-financial statement pursuant to Legislative Decree no. 254 of 30 December 2016, prepared by the Company on a voluntary basis.
For further information, reference is made to (i) the press release dated 15 March 2023, and (ii) the explanatory reports on the 1st (first), 2nd (second), 3rd (third) and 4th (fourth) items on the agenda of the Ordinary Shareholders' Meeting of Neodecortech of 27 April 2023, available on the Company website at www.neodecortech.it (Investor/Corporate Governance/Documenti e
Neodecortech S.p.A. – Via Provinciale 2, 24040 Filago (BG) Italy Tel. +39 035996111 – Fax +39 035995225 – www.neodecortech.it




assemblee/Assemblee section), as well as on the authorized storage mechanism at .
Purchase and disposal of treasury shares
The Ordinary Shareholders' Meeting approved the authorization for (i) the purchase, also in several tranches and for a period of eighteen months, of ordinary shares of the Company, with no par value, up to a maximum amount, taking into account the ordinary shares held from time to time in the portfolio by the Company and its subsidiaries, no higher than a total of 10% of Neodecortech's share capital, therefore in compliance with legal limits; and for (ii) the disposal, with no time limits, of treasury shares purchased and/or any shares held in the Company's portfolio.
For further information, reference is made to the explanatory report on the 5th (fifth) item on the agenda of the Ordinary Shareholders' Meeting of Neodecortech of 27 April 2023, available on the Company website at www.neodecortech.it (Investor/Corporate Governance/Documenti e assemblee/Assemblee section), as well as on the authorized storage mechanism at .
Change in the fees to the members of the Board of Directors
The Ordinary Shareholders' Meeting resolved to change the mechanism for determining the remuneration of the members of the Board of Directors for 2023 and 2024 from the mechanism provided by the resolution passed by the Shareholders' Meeting on 27 April 2022.
For further information, reference is made to the explanatory report on the 6th (sixth) item on the agenda of the Ordinary Shareholders' Meeting of Neodecortech of 27 April 2023, available on the Company website at www.neodecortech.it (Investor/Corporate Governance/Documenti e assemblee/Assemblee section), as well as on the authorized storage mechanism at .
Report on the Remuneration Policy for 2023 and on Compensation Paid in 2022 in accordance with Article 123-ter of the TUF
The Ordinary Shareholders' Meeting (i) approved with a binding vote - pursuant to and for the purposes of Article 123-ter, paragraphs 3-bis and 3-ter, of the TUF - the first section of the Report on the Remuneration Policy and on Compensation Paid (i.e., the remuneration policy for 2023) and (ii) cast a favourable advisory vote - pursuant to and for the purposes of Article 123-ter, paragraph 6, of the TUF - on the second section of the Report on the Remuneration Policy and on Compensation Paid (i.e., the report on compensation paid in 2022).
For further information, reference is made to: (i) the explanatory report on the 7th (seventh) and 8th (eighth) items on the agenda of the Ordinary Shareholders' Meeting of Neodecortech of 27 April 2023, available on the Company website www.neodecortech.it (Investor/Corporate Governance/Documenti e assemblee/Assemblee section) and on the authorized storage mechanism at ; and to (ii) the Remuneration Report for 2023 and Compensation Paid in 2022 available on the Company website www.neodecortech.it (Investor/Corporate Governance/Documenti e assemblee/Assemblee section).
Neodecortech S.p.A. – Via Provinciale 2, 24040 Filago (BG) Italy Tel. +39 035996111 – Fax +39 035995225 – www.neodecortech.it



Appointment of the new Board of Statutory Auditors for 2023-2025
The Ordinary Shareholders' Meeting appointed the Board of Statutory Auditors and the Chair of the Board of Statutory Auditors, who will remain in office for 3 (three) years - until the approval of the financial statements for the year ending 31 December 2025 - in the persons of:
| NAME AND SURNAME | LIST |
|---|---|
| STANDING AUDITORS | |
| Edda Delon (Chair) | Minority List submitted by a pool of shareholders consisting of asset management companies and other institutional investors, holding a total of approximately 8.84245% of the ordinary share capital which received 17.218866% of the votes at the Shareholders' Meeting (the "Minority List") |
| Stefano Santucci | Majority List submitted by the shareholder Finanziaria Valentini S.p.A., owner of approximately 58.55516% of the ordinary share capital, which received 58.55516% of the votes at the Shareholders' Meeting (the "Majority List"). |
| Federica Menichetti | Majority list |
| ALTERNATE AUDITORS | |
| Pier Paolo Gori | Majority list |
| Riccardo Losi | Minority list |
The Ordinary Shareholders' Meeting additionally determined the gross annual fees payable to the Chair of the Board of Statutory Auditors at € 25,000 and the gross annual fees payable to each Standing Auditor at € 20,000 for the entire three-year term of office.
The curriculum vitae of each statutory auditor, as well as information on the lists from which they were selected, can be found on the website at www.neodecortech.it Investor/Corporate Governance/Documenti e assemblee/Assemblee section).
Amendments to Articles 13, 21 and 24 of Neodecortech's Bylaws
The Extraordinary Shareholders' Meeting resolved to amend Articles 13, 21, and 24 of Neodecortech's Bylaws regarding the procedures for attending, calling, and holding meetings of corporate bodies, in order to regulate the option to use remote means of communication.
A copy of the updated Bylaws can be found on the website at www.neodecortech.it (Investor/Statuto section).
Other information
The summary voting statement and the minutes of the Shareholders' Meeting will be made publicly




available at the Company's registered office, on the Company website at www.neodecortech.it (Investor/Corporate Governance/Documenti e assemblee/Assemblee section) and on the authorized storage mechanism at within the time limits of law.
Marina Fumagalli, as Financial Reporting Manager, hereby declares, pursuant to Article 154-bis, paragraph 2, of the TUF, that the accounting information contained herein is consistent with the underlying accounting documents, books and records.
Neodecortech S.p.A. – Via Provinciale 2, 24040 Filago (BG) Italy Tel. +39 035996111 – Fax +39 035995225 – www.neodecortech.it



Neodecortech S.p.A.
Neodecortech is one of Europe's top players in the production of decorative papers for laminated panels and flooring used in interior design. The Group's business is in the production of complete and technologically advanced solutions for the realization of interior design projects, covering all stages of the production process for the production of decorative paper, from raw material management, through surface finishing and impregnation, up to the finished product and the management of end-of-line logistics. The Group offers 7 product categories: decorative papers; decorative printings; finish foil; melamine film; PPF and PPLF; laminates; EOS anti-fingerprint surfaces (www.neodecortech.it).
ISIN Code ordinary shares: IT0005275778
For further information:
| Specialist and Corporate Broking | Investor Relator |
|---|---|
| BPER Banca S.p.A. | Neodecortech S.p.A. |
| [email protected] | T +39 035 99 63 02 |
| 051-2756537 | F +39 035 99 52 25 |
| www.bper.it | Luigi Cologni |
| [email protected] | |
| www.neodecortech.it |
* * *
This press release is for informational purposes only and does not constitute an offer to the public or an invitation to subscribe or purchase financial instruments in Italy or any other country where such offer or solicitation would be subject to restrictions or authorization by local authorities or otherwise prohibited by law. This press release may not be published, distributed or transmitted to the United States, Canada, Australia or Japan. The shares mentioned in this press release cannot be offered or sold in either Italy or the United States or any other jurisdiction without registration under the applicable provisions or an exemption from the obligation to register under the applicable provisions. The shares mentioned in this press release have not been and will not be registered under the US Securities Act of 1933 nor under the applicable provisions in Italy, Australia, Canada, Japan or any other jurisdiction.
There will be no offer to the public of the Company's shares either in Italy or in the United States, Australia, Canada or Japan or elsewhere.
Neodecortech S.p.A. – Via Provinciale 2, 24040 Filago (BG) Italy Tel. +39 035996111 – Fax +39 035995225 – www.neodecortech.it
Capitale Sociale Euro 18,804,209.37 i.v. C.F. e R.I. 00725270151 – P. IVA IT 02833670165 – R.E.A. 193331



