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Salcef Group Share Issue/Capital Change 2021

May 4, 2021

4374_iss_2021-05-04_dc3cd326-755c-4928-a214-00811c264a20.pdf

Share Issue/Capital Change

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PAFII
CONNECT
------------------
Informazione
Regolamentata n.
20176-48-2021
Data/Ora Ricezione
04 Maggio 2021
09:49:02
MTA
Societa' : SALCEF GROUP S.P.A.
Identificativo
Informazione
Regolamentata
: 146473
Nome utilizzatore : SALCEFGROUPN02 - Valeriano Salciccia
Tipologia : 2.5
Data/Ora Ricezione : 04 Maggio 2021 09:49:02
Data/Ora Inizio
Diffusione presunta
: 04 Maggio 2021 09:49:03
Oggetto : The Acceleration Condition is verified for
the "Warrant Salcef Group S.p.A. Nuovi"
Testo del comunicato

Vedi allegato.

PRESS RELEASE

  • The Acceleration Condition is verified for the "Warrant Salcef Group S.p.A. Nuovi"
  • Conversion of the Performance Shares

Rome, 4 May 2021 – Salcef Group S.p.A. ("Salcef" or the "Company"), an international leader in the maintenance and construction of railway infrastructure, announces that on 3 Monday 2021 the Acceleration Condition relating to the "Warrant Salcef Group S.p.A. Nuovi" (the " Warrant Salcef Nuovi") (ISIN: IT0005388191) has occurred, as for a period of at least 15 days out of 30 consecutive trading days (the "Stability Period"), the Average Daily Price was at least equal to the Threshold Price, that is Euro 13.00.

Pursuant to the Regulation of the Warrant Salcef Nuovi, the exercise of the Warrant Salcef Nuovi is in any case suspended during "restricted periods" (i.e., the period from the date (inclusive) on which the Company's Board of Directors resolved to convene the Shareholders' Meeting called to approve (i) the financial statements and the proposal for the payment of dividends, or (ii) the proposal for the payment of extraordinary dividends, until the day (inclusive) on which the Shareholders' Meeting is held and, in any case, until the day (exclusive) of the payment of dividends, including extraordinary dividends, resolved by the Shareholders' Meeting).

Considering that the Shareholders' Meeting resolved to distribute a dividend of Euro 0.42 per Ordinary and Performance Share, with an ex-dividend date of 24 May 2021, record date 25 May 2021 and payment date 26 May 2021, the holders of the Warrant Salcef Nuovi must request to subscribe, under penalty of forfeiture, at the subscription price (Euro 10.50) the Conversion Shares by and no later than the last trading day of the calendar month following the end of the "Restricted Period" and, therefore, starting from the first trading day following the last day of the Restricted Period inclusive and, therefore, starting from 24 May 2021 and by and no later than 30 June 2021.

The Warrant Salcef Nuovi which are not exercised by that date shall be forfeited and become invalid for all purposes.

For further information, please refer to the Regulations of the "Warrant Salcef Group S.p.A. Nuovi" available on the Company's website at https://www.salcef.com, in the Investor Relations/Information for Shareholders section.

***

The Company also informs that, in accordance with the provisions of Article 7.4, letter (c), roman (i) of the Articles of Association, on today's date the condition providing for the automatic conversion of no. 416,667 Performance Shares into no. 2,083,335 Ordinary Shares occurred, as for a Stability Period the official market price for the Company's ordinary shares (ISIN IT0005388266) was higher than Euro 13.00.

The Company will communicate the change in the share capital and will provide for the further fulfilments required according to law within the terms and in the manner provided for by the regulations in force.

This press release is available on the Salcef Group website https://www.salcef.com/, in the Investor Relations/Price Sensitive Press Releases section.

***

Salcef Group is an Italian corporate group employing over 1,300 people and operating on 4 continents; it is an international railway industry leader in the maintenance and construction of railway and urban transport infrastructure systems, as well as in the construction and sale of rolling stock and the production of reinforced concrete structures. Founded in 1949, the company became wholly owned by the Salciccia family in 1975, and it is currently led by the brothers Gilberto and Valeriano Salciccia, in the roles of Chairman and Chief Executive Officer respectively. Railway and metropolitan railway line maintenance and renewal account for 80% of operations and are the core business of Salcef, which in the last 20 years has renewed over 7,000 km of track and is the global leader in track renewal. Salcef Group has a consolidated business founded on a history of more than 70 years, conducted by highly skilled staff in receipt of continual training. From the 2020 IFRS consolidated financial statements Salcef achieved € 340.3 million Value of Production with a net profit of € 41.3 million.

***

Contact:

Salcef Group S.p.A. Investor Relations Diego Paniccia Email: [email protected] Tel: +39 06 416281

Barabino & Partners Stefania Bassi Email: [email protected] Tel: +39 335 62 82 667 www.barabino.it