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TXT E-Solutions Board/Management Information 2018

Mar 16, 2018

4061_ltr_2018-03-16_295d354a-5119-437c-8b21-f05e1727966c.pdf

Board/Management Information

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Informazione
Regolamentata n.
0439-32-2018
Data/Ora Ricezione
16 Marzo 2018
19:14:47
MTA - Star
Societa' : TXT e-SOLUTIONS
Identificativo
Informazione
Regolamentata
: 100444
Nome utilizzatore : TXTN01 - Matarazzo
Tipologia : REGEM; 2.2
Data/Ora Ricezione : 16 Marzo 2018 19:14:47
Data/Ora Inizio
Diffusione presunta
: 16 Marzo 2018 19:14:48
Oggetto : Laserline & resigned directors
Testo del comunicato

Vedi allegato.

Notice received concerning the purchase of the participation of 25.62% by Laserline S.p.A.

Director Teresa Cristiana Naddeo resigned from office and director Andrea Lanciani waived his availability to be confirmed as director

Milan – March 16, 2018

TXT e-solutions has received today a jointly notice from Laserline S.p.A. and E-Business Consulting S.A. concerning the definitive transfer to Laserline S.p.A. of the entire shareholding owned by E-Business Consulting S.A., representing 25.62% of corporate capital in TXT e-solutions S.p.A..

The Company has also received today: (i) the resignation as Director of Teresa Cristina Naddeo, effective as of the date of the Shareholders' Meeting convened for 19 Aril 2018; and (ii) a notice from Andrea Lanciani pursuant to which he has unconditionally waived his availability to be confirmed as director of the company in the next Shareholders' Meeting on 19 April 2018 (date on which Mr. Lanciani will cease from office due to the fact that he was appointed according to art. 2386 of the Italian Civil Code).

Both Directors were appointed from the list of candidates presented by E-business Consulting S.A. at the last Shareholders' Meeting on 21 April 2017 and justified their decision on the basis of the change in Shareholding and the intention of the purchaser to change the Governance of the Company.

Neither Director owns TXT shares.

Teresa Cristiana Naddeo was Lead Independent Director, Chairman of the Control and Risk Committee and a member of the Remuneration Committee.

Andrea Lanciani was non-executive Director and a member of both Control and Risk Committee and Remuneration Committee.

Neither Teresa Naddeo nor Andrea Lanciani were awarded any indemnity due to their ceasing from office.

The Chairman of the Board, Alvise Braga Illa, has accepted the resignation and warmly thanked, also on behalf of the entire Board, Ms Teresa Cristiana Naddeo and o Mr Andrea Lanciani for their dedication and engagement during the mandate and for the important contribution to the growth and development of the Corporate Governance.

TXT e-solutions is an international software products and solutions vendor. Specialized in the most dynamic and agile markets with the highest degree of innovation and renewal that require state-of-the art solutions, TXT is focused on two main business areas: specialized software products and advanced Software-related Engineering Services for companies in the Aerospace, Aviation and Automotive; testing and quality services in Banking. Through its newly created internal start-up TXT Sense, it also develops and market innovative applications of Augmented Reality to other service & industrial sectors. The company has been listed on the Italian Stock Exchange - STAR segment (TXT.MI) - since July 2000. TXT is based in Milan and has subsidiaries in Italy, Germany, United Kingdom, France, Switzerland and USA.

For information:

TXT e-solutions SpA Paolo Matarazzo CFO Tel. +39 02 25771.355 [email protected]