Openjobmetis — Major Shareholding Notification 2018

Dec 5, 2018

Informazione Regolamentata n. 1803-142-2018		Data/Ora Ricezione 05 Dicembre 2018 09:58:55	MTA - Star
Societa'	:	OPENJOBMETIS
Identificativo Informazione Regolamentata	:	111597
Nome utilizzatore	:	OPENJOBN07 - ESPOSTI
Tipologia	:	3.1
Data/Ora Ricezione	:	05 Dicembre 2018 09:58:55
Data/Ora Inizio Diffusione presunta	:	05 Dicembre 2018 09:58:56
Oggetto	:	Agreement_ENG	OJM_PR_Renewal of the Shareholders
Testo del comunicato

Vedi allegato.

RENEWAL OF THE SHAREHOLDER AGREEMENT

Milan, 5 Dicember 2018 – 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.

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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 in reference only to Wise, which, at said date, ceased to be a member of the Shareholder Agreement for all intents and purposes.

The Agreement provides for a duration of three years from 3 December 2015 until 2 December 2018, with a possible tacit renewal, unless notice of termination. Since no notice of termination was given within the contractual term, the Agreement was automatically renewed for a further two years from the first date of expiry and therefore until 1 December 2020.

The following table indicates the number of ordinary shares today transferred to the Shareholder Agreement and the percentage of shares represented in relation to total shares representing share

Openjobmetis S.p.A. - AGENZIA PER IL LAVORO - Aut. Prot. N. 1111-SG del 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 € 13.712.000,00 = i.v. Telefono 0331 211501 - Fax 0331 211590 - info@openjob.it - www.openjobmetis.it

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	4,878,232	27.530	78.655	2,442,616	17.814	78.014
MTI Investimenti	1,323,794	7.471	21.345	688,397 (*)	5.020	21.986
Total	6,202,026	35.001	100	3,131,013	22.834	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 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 5 Dicember 2018 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.

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Openjobmetis at a glance: Openjobmetis SpA is a private employment agency created in 2011 through the merger of Openjob SpA and Metis SpA, which have pooled together the know-how and unique expertise that has distinguished them for over 17 years. Since December 2015, Openjobmetis is the first and only private employment agency listed on the Italian Stock Exchange, in the STAR segment and is one of the leading Italian operators in its field, with revenues of approximately €584 million in the year ended 31 December 2017.

Openjobmetis SpA relies on a network of over 130 branches distributed throughout Italy, specialising in the following areas: Healthcare, Industrial, Banking&Finance, Mass Retailing, ICT, Hotel and Catering, Family Care, Agro-Industrial, Diversity Talent and Naval. The range of services is completed by the subsidiary Seltis Srl, which focuses on the recruitment and selection of middle/top-level executives and Corium Srl leading company in outplacement. In 2018 Openjobmetis acquired 100% of Coverclip Srl, now Meritocracy Srl, the Italian digital platform for personal research, with the goal of embedding and developing Artificial Intelligence in the current job search and matching activities. In the same year acquired 70% of HC Human Connections Srl an educational company that carries out interventions dedicated to the development and coaching of Human Resources in organizations.

Investor Relator - Alessandro Esposti

Investor.relator@openjob.it Tel. 0331 211501

Press office - finance

CDR Communication Angelo Brunello angelo.brunello@cdr-communication.it Tel. +39 329 2117752 Claudia Gabriella Messina claudia.messina@cdr-communication.it Tel. +39 339 4920223

Openjobmetis

Tel. 0331 211501 comunicazione@openjob.it