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Unidata
AGM Information • Nov 28, 2023
4418_rns_2023-11-28_e421beea-f794-4024-a5d7-4d9e895de5b0.pdf
AGM Information
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PRESS RELEASE
THE SHAREHOLDERS' MEETING OF UNIDATA RESOLVED:
IN ORDINARY SESSION THE REDUCTION OF THE NUMBER OF BOARD MEMBERS TO 7 THE INTEGRATION OF THE BOARD OF STATUTORY AUDITORS
IN EXTRAORDINARY SESSION THE SPLIT WITH A 1:10 RATIO OF THE NO. 3,088,661 ORDINARY SHARES THE FREE INCREASE OF THE SHARE CAPITAL PURSUANT TO ART. 2442 OF THE C.C. FOR AN AMOUNT OF EURO 6,911,339.00, WITHOUT THE ISSUE OF NEW SHARES
Roma, 28 November 2023 – Unidata S.p.A. (UD.MI) (the "Company"), operator of telecommunications, cloud and IoT services, listed on Euronext Milan – STAR Segment, organized and managed by Borsa Italiana S.p.A., announces that the Ordinary and Extraordinary Shareholders' Meeting was held on today's date, chaired by Renato Brunetti.
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ORDINARY PART
COMPOSITION OF THE BOARD OF DIRECTORS
The Shareholders' Meeting unanimously resolved to reduce the number of members of the Board of Directors of Unidata S.p.A. to seven. Please note that, pursuant to art. 19 of the Articles of Association, the Company is managed by a Board of Directors composed of a minimum of 5 to a maximum of 9 members and that, therefore, the reduction in the number of directors in office has not led to the need for any statutory amendment.
INTEGRATION OF THE BOARD OF STATUTORY AUDITORS PURSUANT TO ART. 2401 C.C.
The Shareholders' Meeting unanimously resolved to proceed with the integration of the Board of Statutory Auditors of Unidata S.p.A. through the appointment of (i) a permanent auditor; and (ii) a substitute auditor.
As the proposal received by the Company from the majority shareholder Uninvest S.r.l., the Shareholders' Meeting resolved to confirm Mr. Luigi Rizzi in the position of permanent auditor of the Company, until the approval of the financial statements for the 2025 financial year, former substitute auditor of the Company and to appoint Mr. Alberto Tron as new substitute auditor of the Company until the approval of the financial statements for the financial year ended 31 December 2025 by the Shareholders' meeting.
The curricula vitae of the new permanent auditor and the new substitute auditor are available on the Company's website at investors.unidata.it, Corporate Governance section.
UNIDATA S.p.A. T +39 06 404041 N. REA 956645 00148 Roma unidata.it IT06187081002
Viale A. G. Eiffel 100 F +39 06 40404002 Capitale Soc. €. 3.088.661 i.v. Commercity M26 [email protected] Codice Fiscale/Partita Iva
In execution of the provisions of the art. IA.2.6.7, paragraph 3, of the Instructions to the Stock Market Regulations and based on what is known to the Company, we inform you that Mr. Luigi Rizzi and Mr. Alberto Tron are not, at the date of appointment, holders of Unidata shares.
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EXTRAORDINARY PART
PROPOSAL FOR SPLIT WITH A 1:10 RATIO OF THE 3,088,661 ORDINARY SHARES (WITHOUT PAR VALUE) INTO 30,886,610 NEWLY ISSUED ORDINARY SHARES, HAVING THE SAME CHARACTERISTICS OF THE ORDINARY SHARES ISSUED
The Extraordinary Shareholders' Meeting unanimously approved the proposal to split the no. 3,088,661 ordinary shares without indication of the nominal value of Unidata S.p.A. in no. 30,886,610 ordinary shares without par value, having the same characteristics as the shares currently in circulation, with a ratio of 1:10, through the withdrawal and cancellation of issued and existing Unidata S.p.A. ordinary shares, and the assignment, for each withdrawn and cancelled ordinary share, of no. 10 newly issued Unidata S.p.A. ordinary shares. The Shareholders' Meeting consequently approved the related statutory amendments.
It is expected that the completion of the stock split will take place by the end of December 2023. A specific communication will be given to shareholders on the date of execution of the stock split.
FREE INCREASE OF THE SHARE CAPITAL PURSUANT TO ART. 2442 OF THE CIVIL CODE FOR AN AMOUNT OF EURO 6,911,339.00, WITHOUT THE ISSUE OF NEW SHARES
Finally, as foreseen in the second and final point, the Shareholders' Meeting in extraordinary session unanimously approved the free increase, pursuant to art. 2442 of the Civil Code, of the share capital of the company for Euro 6,911,339.00 through the allocation to capital of the corresponding amount of Euro 6,911,339.00, of the available reserve recorded in the financial statements for the financial year ended 31 December 2022 under the item "Retained profit (loss) reserve" which, as a result of the resolution, is reduced to Euro 14,396,632.00.
The approved share capital increase is without the issue of new shares and with a simultaneous proportional increase in the implicit accounting parity value of the shares already in circulation, therefore the shareholding percentage in the capital of each shareholder remains unchanged pursuant to art. 2442.
The minutes of today's Shareholders' meeting and the summary report of the votes, containing the number of shares represented at the meeting and the shares for which the vote was expressed, the percentage of capital that these shares represented, as well as the number of votes in favour and against the resolutions, and the number of abstentions, will be made available to the public within the terms established by current legislation, at the registered office of the Company in Rome - Via A.G. Eiffel no. 100, on the authorized storage mechanism , as well as in the Governance/Shareholders' Meeting section of the Unidata website investors.unidata.it. The information will be provided when the publication will occur.
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This press release is available from Borsa Italiana, the "****" storage mechanism () and the company's website www.unidata.it under Media/Corporate Press Releases.
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For further information: UNIDATA S.p.A. Roberto GIACOMETTI CFO ed Investor Relations Officer +39 329 2478696 [email protected]
Investor Relations Advisor Media Relations
CDR COMMUNICATION CDR COMMUNICATION Silvia DI ROSA Angelo BRUNELLO +39 335 78 64 209 +39 329 21 17 752 Eleonora NICOLINI Stefania TREVISOL +39 333 97 73 749 +39 347 87 82 490 [email protected] [email protected]
[email protected] [email protected]
Specialist
INTERMONTE SIM SPA Galleria de Cristoforis, 7/8, 20122 Milano Tel +39 02 771151
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Unidata S.p.A., a Telecommunications, Cloud and IoT Operator, was founded in 1985 by three partners still in the Company. With a fiber optic network of over 6,200 km in continuous expansion, a wireless network and a proprietary data center, it supplies about 22,000 business, wholesale and residential customers with ultra-broadband connectivity services with FTTH (Fiber to the Home) network architectures, wireless connectivity, VoIP services, Cloud services and other dedicated solutions, with a high level of reliability and security. The company is also active in the Internet of Things (IoT), with the development and supply of solutions for the home automation and Smart City market. Unidata S.p.A. ISIN CODE: IT0005338840 (Reuters UD MI - Bloomberg UD IM) is listed on Euronext Milan – STAR segment of Borsa Italiana.