Governance (IR)
Ordinary Shareholders' Meeting (18 April 2024)
Milan, 18 April 2024
The Ordinary Shareholder’s Meeting (the “Meeting”) of EQUITA Group S.p.A. (the “Company” and, together with its subsidiaries, the “Group”) met today under the chairmanship of Ms. Sara Biglieri. 54% of the share capital and 65% of the total voting rights participated to the Meeting.
Financial Statements for the year ended 31 December 2023 and Dividend Distribution
The Meeting approved – with 99.99% of the attending votes – the financial statements for the year ended 31 December 2023, accompanied by the Management Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the Auditing Firm.
The Meeting also approved – unanimously – to distribute a dividend, gross of taxes, of €0.35 per share, representing a 9% dividend yield.
The dividend will be paid as follow:
- First tranche, equal to €0.20 per share (coupon no. 10), paid out by distributing a maximum estimated amount of €9,821,546 in total;
- Second tranche, equal to €0.15 per share (coupon no. 11), paid out by distributing a maximum estimated amount of €7,373,659 in total;
First tranche will be cashed out on 22 May 2024 (payment date), with coupon tender date on 20 May 2024 (ex-dividend date) and record date on 21 May 2024 (record date); second tranche will be cashed out on 20 November 2024 (payment date), with coupon tender date on 18 November 2024 (ex-dividend date) and record date on 19 November 2024 (record date).
Remuneration Policy and Report on Remuneration Policies and Compensation paid in 2023
The Meeting – with 93.84% of the attending votes – approved the first section of the Report on remuneration policies and compensation paid in 2023 (the “Report”), pursuant to Article 123-ter, of the Legislative Decree No 58/98 (“TUF”) and Article 84-quarter of the Issuers’ Regulation as subsequently amended. By approving the first section of the Report, the Meeting also approved the remuneration and incentive policies of the Group applicable from 2024 onwards.
The Meeting also expressed its favourable opinion on the second section of the Report, with 93.84% of the attending votes.
Director’s Appointment
The Meeting confirmed – unanimously – Mr. Matteo Bruno Lunelli as Independent Director of the Company. Mr. Lunelli was appointed by cooptation following the resignation of Mr. Paolo Colonna tendered on June 27, 2023, and will hold office until the date of the Shareholders’ Meeting summoned to approve 2025 financial statements.
Integration of the Board of Statutory Auditors
The Meeting confirmed – unanimously – Ms. Andrea Serra as Standing Auditor of the Company and appointed – unanimously – Ms. Sabrina Galmarini as Alternate Auditor.
Ms. Serra, formerly Alternate Auditor, was appointed Standing Auditor following the resignation of Ms. Laura Acquadro tendered on June 28, 2023. By confirming Ms. Serra as Standing Auditor and appointing Ms. Galmarini as Alternate Auditor, the Meeting has reinstated the Board of Statutory Auditors of the Company.
Ms. Serra and Ms. Galmarini will hold their offices until the date of the Shareholders’ Meeting summoned to approve 2025 financial statements.
Authorisation to Purchase and Dispose Treasury Shares
The Meeting has authorised – unanimously – the Company to purchase and dispose treasury shares, pursuant to articles 2357 and 2357-ter of the Italian Civil Code and article 5 of the EU Regulation no. 596/2014, the EU Delegated Regulation no. 1052/2016, as well as best market practises, having previously revoked the authorisation approved by the Meeting on 20 April 2023.
The Company has been authorised to purchase a maximum of no. 500,000 EQUITA Group shares (ca. 1% of the share capital). Shares have no par value and are listed on the STAR segment of the Euronext Milan market. Buyback program has an 18-month validity (the longest period allowed by applicable regulation). Authorisation to dispose treasury shares has no due date.
The Meeting’s resolution and the start of buyback program is subject to Bank of Italy’s approval.
For any other information about the authorisation to purchase and dispose treasury shares, including the strategic objectives and the total consideration assumed to pursue the program, please refer to the Directors’ report on the sixth item on the agenda (ordinary part) made available to the public.
As of today, the Company’s share capital is €11,693,929.60 (no. 51,393,312 ordinary shares, of which no. 2,685,262 treasury shares, the latter representing ca. 5% of the share capital). Group subsidiaries do not hold any treasury share of the Company.
Other information
For more information about Meeting’s resolutions, please refer to the minutes that will be made availble in accordance with applicable law, as well as the Directors’ reports on the items on the agenda for the Meeting, the latter already public available on the website www.equita.eu.