Relatech

Pre-Annual General Meeting Information • Dec 14, 2020

Informazione Regolamentata n. 20162-90-2020		Data/Ora Ricezione 14 Dicembre 2020 08:56:13	AIM -Italia/Mercato Alternativo del Capitale
Societa'	:	Relatech S.p.A.
Identificativo Informazione Regolamentata	:	140302
Nome utilizzatore	:	RELATECHN02 - -
Tipologia	:	2.4; REGEM; 3.1
Data/Ora Ricezione	:	14 Dicembre 2020 08:56:13
Data/Ora Inizio Diffusione presunta	:	14 Dicembre 2020 08:56:15
Oggetto	:	RELATECH: CONTINUES IN THE PATH OF GROWTH WITH STRENGTHENING OPERATIONS OF THE ORGANIZATIONAL STRUCTURE AND RESOURCES LOYALTY
Testo del comunicato

Vedi allegato.

PRESS RELEASE

RELATECH: CONTINUES IN THE PATH OF GROWTH WITH STRENGTHENING OPERATIONS OF THE ORGANIZATIONAL STRUCTURE AND RESOURCES LOYALTY

• Gianni Franco Papa appointed as Executive Deputy Chairman of the Company;
• Veronica Carullo appointed as the new investor relations manager;
• Resolved to call the ordinary and extraordinary shareholders' meeting for 30 December 2020 for:
• o increase the total number of shares by splitting them from no. 10,922,507 to no. 32,767,521;
• o modify the company statue mainly in order to adapt it to the new provisions of the AIM Issuers' Regulation;
• o approve a new stock grant plan for directors and employees, including executives, of Relatech S.p.A.;
• o grant the Board of Directors a new authorization for a buyback program of own shares for a total amount of 1,500,000 euro.

Milan, 14th December 2020

Relatech S.p.A., Digital Enabler Solution Knowledge (D.E.S.K.) Company and innovative SME listed on AIM Italia market (Ticker: RLT), announces that, today, the Board of Directors has appointed the Director Gianni Franco Papa as Executive Vice President with the task of supporting the structures of the new companies and the related inclusion management and functional integration of the target companies with the competent functions of the Group. Dr. Papa will also be responsible for coordinating brand identity activities with the aim of standardizing communication outside the Group companies, safeguarding the identity of individual structures and improving the perception and outside reputation and brand of the Group, as well as to support the Company in the internationalization process.

At the same meeting, the Board of Directors resolved to submit the proposal to increase the total number of shares in circulation by splitting them from the current no. 10,922,507 to no. 32,767,521 shares. If approved, the split operation will be carried out through the withdrawal of the issued and existing ordinary shares and the assignment for each ordinary share withdrawn and cancelled of 3 newly issued shares, the amount of the share capital equal to Euro 109,225,07 remaining unchanged. If the proposal would be approved by the shareholders' meeting, the Company, in agreement with Borsa Italiana S.p.A. and taking into account the stock exchange calendar, will communicate to the market the effective date of the splitting and the start of trading of shares resulting from it with a subsequent press release, together with the indication in the new ISIN code which will identify the shares.

Furthermore, in the context of the same meeting, the shareholders will be called to approve some changes to the text of the company statute, in order to adapt it, inter alia, to the provisions of the AIM Issuers' Regulation, as last amended.

The Board of Directors also approved a new incentive plan for the years 2021-2023 which provides for the right for certain directors and employees, including managers, of the Company to receive a maximum of no. 1,500,000 shares of Relatech S.p.A. (post-split) upon the achievement of predetermined performance objectives. The Stock Grant Plan will be submitted for the approval of the ordinary and extraordinary shareholders' meeting which will be convened for December 30, 2020.

Furthermore, the Board of Directors resolved to propose to the aforementioned shareholders' meeting to grant a new authorization to the administrative body to proceed with the purchase and disposal of treasury shares for a new period of 18 months upon revocation, for the part not executed, of the previous authorization approved by the shareholders 'meeting of 7 May 2020, considering that has been reached the amount of Euro 1,500,000 forsee by the shareholders' meeting as the maximum compensation for the purchase transactions. The amount to be allocated to the new buyback program amounts to Euro 1,500,000.

Furthermore, today the Board of Directors has appointed Ms Veronica Carullo as investor relations manager of the Company, joining Ms Rossella Caiazzo, already part of the IR team, and verified that all members of the Board of Directors and the Board of Statutory Auditors possess the requisites required for the office, including based on the amendments recently made to the AIM Issuers' Regulation. The Councillor Donatella de Lieto Vollaro has confirmed the possession of the independence requirements pursuant to Article 148, paragraph 3 of the Legislative Decree of 24 February 1998, no. 58.

The Board of Directors also approved a change in the financial events calendar released on October 13, 2020. The "Relatech virtual kick-off" event scheduled for December 22, 2020, was postponed to the first quarter of 2021 due to the intense business development activities and the organizational structure that is characterizing the month of December. The new date of this event will be included in the 2021 financial events calendar which will be published by 31 January 2021.

The Board of Directors therefore gave a mandate to the Chairman to convene the ordinary and extraordinary shareholders' meeting of the Company for December 30, 2020 at 12 p.m. in single call with participation exclusively by remote communications tools and shareholder participation exclusively through the designated representative pursuant to article 135 undecies of the Legislative Decree of February 24, 1998, n. 58 to resolve on the following agenda:

Extraordinary Assembly

• 1. Increase in the total number of shares by splitting them (Stock Split) while the amount of the share capital to be executed by withdrawing the issued and existing ordinary shares and assigning 3 newly issued shares for each ordinary share withdrawn and cancelled. Amendment of art. 5 of the Articles of Association. Inherent and consequent resolutions;
• 1. Proposal to amend articles 5, 10, 11, 18 and 26 of the company statutes. Inherent and consequent resolutions;

Ordinary Assembly

• 1. Approval of the stock grant plan called "Stock Grant Plan 2021 2023" intended for the directors and employees, including managers, of Relatech S.p.A.. Related and consequent resolutions;
• 1. Authorization for the purchase and disposal of treasury shares pursuant to and for the purposes of articles 2357 and following of the Civil Code, as well as article 132 of the Legislative Decree of 24 February 1998 no. 58 and Article 144-bis of the Consob Regulation adopted with resolution no. 11971/1999 and subsequent amendments, subject to revocation of the previous authorization granted on 7 May 2020 for the part not executed. Inherent and consequent resolutions.

The full notice calling the Shareholders' Meeting will be made available to the public within the terms of the law, while the documentation relating to the items on the agenda will be made available to the public at the registered office and on the website www.relatech.com.

This press release is online at www.relatech.com (Investor Relations/Press Release section) .

***

Relatech (ticker RLT ISIN IT0005371874), Digital Enabler Solution Knowledge (D.E.S.K.) Company, listed on AIM Italia since June 2019, is present on the market with innovative solutions dedicated to the digital transformation of companies. Relatech is an innovative SME focused on customers looking for the most innovative solutions, becoming a strategic partner for digitization and ICT services. Relatech constantly invests in Open innovation with an extensive R&D activity carried out internally and numerous partnerships with the main Italian Universities and research centers. Thanks to its digital platform and cloud based RePlatform, it provides services and develops innovative digital solutions in frontier technologies of Digital Enabler, such as Cloud, Cybersecurity, Blockchain, Big Data, Machine Learning, Artificial Intelligence, Internet of Things.

Contacts

ISSUER

Relatech S.p.A. - Investor Relations

Veronica Carullo | investor@relatech.com | T: +39 02 2404909 | Viale Ercole Marelli, 165 - 20099 Sesto San Giovanni (MI)

NOMAD & SPECIALIST BPER Banca S.p.A. | relatech@bper.it | T: +39 02 7274 9229 | Via Gaetano Negri, 10 - 20123 Milan

INVESTOR & MEDIA RELATIONS ADVISOR IR Top Consulting | ir@irtop.com | T: + 39 02 4547 3883/4 | Via Bigli, 19 - 20121 Milano