Openjobmetis — Major Shareholding Notification 2017

Nov 3, 2017

Informazione Regolamentata n. 1803-56-2017		Data/Ora Ricezione 03 Novembre 2017 16:01:06	MTA - Star
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	95436
Nome utilizzatore	:	OPENJOBN07 - ESPOSTI
Tipologia	:	REGEM
Data/Ora Ricezione	:	03 Novembre 2017 16:01:06
Data/Ora Inizio Diffusione presunta	:	03 Novembre 2017 16:01:07
Oggetto	:	OJM_PR_Amendments by Parties participating in the Shareholder Agreement and relative update of essential information_ENG
Testo del comunicato

Vedi allegato.

AMENDMENTS BY PARTIES PARTICIPATING IN THE SHAREHOLDER AGREEMENT AND RELATIVE UPDATE OF ESSENTIAL INFORMATION

Milan, 3 November 2017 – Openjobmetis S.p.A. (Borsa Italiana: OJM), one of the leading Employment Agencies, listed on the STAR segment of the Stock Market – operated by Borsa Italiana, announces that the text of the Shareholder Agreement, pursuant to Art. 122 of Italian Legislative Decree no. 58 of 24 February 1998 and subsequent amendments, as well as Arts. 129 and 131 of Consob Regulation no. 11971 of 14 May 1999 and subsequent amendments, has been published on the Company's website www.openjobmetis.it, under the section "Corporate Governance", sub-section "Shareholder Agreements", as well as through the authorised storage mechanism eMarket STORAGE (**). The text is reproduced below. Using the same methods, the essential information regarding the Shareholder Agreement is published in accordance with Art. 122 of Italian Legislative Decree no. 58 of 24 February 1998, and Art. 130 of Consob Regulation no. 11971 of 14 May 1999.

* * *

On 12 November 2015, Wise Venture Società di Gestione del Risparmio S.p.A. ("Wise"), Omniafin S.p.A. ("Omniafin"), and MTI Investimenti S.A. ("MTI" and jointly with Wise and Omniafin, the "Parties") signed a shareholder agreement (the "Shareholder Agreement") to govern certain rights and obligations in relation to the ownership structure and corporate governance of Openjobmetis S.p.A. Employment Agency, with registered office in Milan, Via Gustavo Fara no. 35, tax code, VAT number and registration number at the Milan Business Register 13343690155 (the "Company"). The Shareholder Agreement, which became effective on 3 December 2015 and communicated to the market according to the terms and conditions of the law, constitutes a voting trust pursuant to Art. 122, paragraph 5, letters a) and b) of the Consolidated Law on Finance (TUF).

On 31 October 2017, the Parties signed a letter of consensual termination of the Agreement (the "Partial Termination Letter") in reference only to Wise, which, at said date, ceased to be a member of the Shareholder Agreement for all intents and purposes. No further change was made to the text of the Shareholder Agreement.

The following table indicates the number of ordinary shares transferred to the Shareholder Agreement after the termination of the Shareholder Agreement in relation to Wise and the percentage of shares represented in relation to total shares representing share capital and total shares of the Parties, as well as the number of relative voting rights and percentage of voting rights represented in relation to the total number of voting rights exercisable at shareholders' meetings and in relation to the total number of voting rights attributable to the Parties.

Shareholder	Number of voting rights	% of voting rights on total voting rights	% of voting rights on Parties' total voting rights	no. of shares transferred	% of shares on total share capital	% of shares on total shares transferred to Agreement
Omniafin	4,871,232	29.003	78.988	2,435,616	17.763	78.669
MTI Investimenti	1,295,794	7.715	21.012	660,397 (*)	4.816	21.331
Total	6,167,026	36.718	100	3,096,013	22.579	100

(*) This number of shares includes 12,500 shares lent to Equita, in its role as specialist in accordance with Art. 2.3.5 of the Regulations for markets organised and managed by Borsa Italiana S.p.A., as permitted by the Shareholder Agreement (ref. paragraph D.2). The provisions of the Shareholder Agreement will also apply to any shares of the Company that Wise, Omniafin and/or MTI Investimenti may own, directly or indirectly, during the term of the Shareholder Agreement.

The provisions of the Shareholder Agreement will also apply to any shares of the Company that Omniafin and/or MTI Investimenti may own, directly or indirectly, during the term of the Shareholder Agreement.

The Shareholder Agreement and the Partial Termination Letter were filed with the Milan Business Register on 4 December 2015 and 2 November 2017, respectively.

This text was published in the newspaper "Il Giornale" on 3 November 2017 as well as on the Company's website www.openjobmetis.it, where the essential information provided by Art. 130 of the Issuers Regulation is also available.

* * *

Openjobmetis - an overview: Openjobmetis SpA is an Employment Agency established in 2011 as a result of the merger of Openjob SpA and Metis SpA, with their know-how and unique expertise that has distinguished them for over 16 years. Starting from December 2015, Openjobmetis SpA is the first and only Employment Agency listed on the screen-based stock exchange (MTA) of Borsa Italiana - STAR segment - and ranks today among the top industry players, with revenues of approximately € 461 million in the year ended 31 December 2016. Openjobmetis SpA relies on a network of more than 120 branches distributed throughout Italy and operates through a series of specialised areas: Healthcare, Industrial, Banking and Finance, LSRT, I&CT, Horeca, Family Care, Agribusiness, Diversity Talent and Shipbuilding. The range of services is completed by the subsidiary Seltis Srl, specialised in the recruitment and selection of middle/top level employees.

In December 2015, CRIBIS D&B assigned Openjobmetis the CRIBIS D&B Rating 1 as the most reliable economic and commercial company and, in 2017, it further improved the rating by assigning the CRIBIS Prime Company that testifies to its high creditworthiness and economic and financial soundness.

Investor Relator - Alessandro Esposti

Investor.relator@openjob.it Tel. +39 331 211501

Press office - finance CDR Communication

Angelo Brunello angelo.brunello@cdr-communication.it Tel. +39 329 2117752

Openjobmetis

Tel. +39 331 211501 comunicazione@openjob.it

Openjobmetis S.p.A. – AGENZIA PER IL LAVORO – Aut. Prot. No. 1111-SG of 26/11/2004 Direzione Generale e Uffici: Via MARSALA, 40/C - Centro Direzionale Le Torri - 21013 GALLARATE (VA) Sede Legale: Via GENERALE GUSTAVO FARA, 35 - 20124 MILANO Cod. Fisc.- P.IVA e Nr. Iscr. Reg. Imprese di Milano 13343690155 - Capitale Sociale € 10.812.000,00= i.v. TELEFONO 0331 211501 - FAX 0331 211590 - info@openjob.it - www.openjobmetis.it