Ordinary part
- Approval of the Financial Statements of EdiliziAcrobatica S.p.A. for the year ended 31 December 2023 and the Consolidated Financial Statements for the year ended 31 December 2023;
- Approval of the profit allocation for the 2023 financial year, which envisages the distribution of dividends up to a maximum of € 1,259,814.75, assigning a dividend unit of € 0.15 per share;
- Resolution to change the duration of the current nine-year term of the statutory audit to a three-year term, to be applied to the business years 2024 – 2026;
- Confirmation of the appointment of Dr. Riccardo Banfo as Chairman and Director of the Board of Directors and the appointment of Dr. Fortunato Seminara as Director;
- Authorisation of the purchase and subsequent disposal of own shares subject to the revocation of the previous authorisation granted by the Shareholders’ Meeting of 26 April 2023 for the portion not executed.
- Confirmation of the appointment of Dr. Fabio Coacci as Chairman of the Board of Statutory Auditors and the appointment of Dr. Raffaella Oldoini as a new alternate auditor to supplement the Board of Statutory Auditors.
Extraordinary part
- Amendments to the Articles of Association following the amendments made to the Euronext Growth Milan Issuers’ Regulation on the evaluation of the existence of the requirements for independent directors.
Genoa, 29 April 2024 – EdiliziAcrobatica S.p.A. (the Company or ACROBATICA) – a company specialising in double safety rope construction work, listed on Euronext Growth Milan (ticker EDAC) and Euronext Growth Paris (ticker ALEAC), which from 2024 will be positioned worldwide under the single brand ACROBATICA, announces that the Ordinary and Extraordinary Shareholders’ Meetings were held today.
The Ordinary Shareholders’ Meeting approved the Financial Statements of EdiliziAcrobatica S.p.A. for the year ended 31 December 2023, which show a net profit of € 4.02 million, as presented by the Board of Directors as a whole, as well as the related Report on Operations prepared by the Board of Directors. The Ordinary Shareholders’ Meeting also approved the Group Consolidated Financial Statements closing 2023 with a value of production of € 158.8 million, consolidated EBITDA of € 24.0 million with an EBITDA margin of 15.1%, and consolidated operating result (EBIT) of € 14.3 million with an EBIT margin of 9.0%. Consolidated net profit for 2023 amounted to € 6.1 million. Finally, the Net Financial Position is negative by € 57.1 million in 2023.
The Ordinary Shareholders’ Meeting also resolved to allocate the net profit of EdiliziAcrobatica S.p.A. for the year 2023 as follows:
- to allocate an amount of € 1,630.69 to increase the “Legal Reserve”, which will thus reach the legal limit;
- to set aside € 2,763,722.76 to retained earnings;
- to distribute dividends for a maximum of € 1,259,814.75, allocating a cash dividend of € 0.15 per share, gross of withholding taxes and excluding treasury shares held in portfolio at the ex-dividend date), with ex-dividend date on 13 May 2024, record date on 14 May 2024 and payment date on 15 May 2024.
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The Ordinary Shareholders’ Meeting resolved to change the duration of the current nine-year term of the statutory audit of the Company’s individual Financial Statements and the Group’s Consolidated Financial Statements for the nine-year period 2023-2031, including the limited audit of the Consolidated Interim Financial Statements as at 30 June for the same nine-year period, assigned to Deloitte & Touche S.p.A., providing that the term will last for three years and therefore cover the financial years 2024 – 2026, therefore until the approval of the Company’s Financial Statements as at 31 December 2026. The amendment to the term is due to the entry into force on 27 March 2024 of Law No. 21/2024 (“Legge Capitali”), which simplified the rules applicable to issuers qualified as issuers of financial instruments distributed pursuant to the applicable regulations. As a result of the above, as of today, the Company no longer qualifies as an entity subject to an intermediate regime pursuant to Article 19-bis(1) of Italian Legislative Decree no. 39/2010, due to the repeal of subparagraph (a) of that paragraph by the entry into force of the Legge Capitali.
The Shareholders’ Meeting also resolved to redetermine the total remuneration for the entire three-year term at € 129,000.
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The Ordinary Shareholders’ Meeting confirmed the appointment of Dr. Riccardo Banfo as Chairman and Director of the Board of Directors and the appointment of Dr. Fortunato Seminara as Director, who had already been co-opted by the Board of Directors, and who will remain in office, like the other members, until the approval of the Company’s Financial Statements as at 31 December 2025.
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The Ordinary Shareholders’ Meeting also resolved to revoke the previous authorisation granted on 26 April 2023 for the portion not executed, and therefore to authorise the Board of Directors to carry out purchases of ordinary own shares, up to a maximum number that, considering the EdiliziAcrobatica shares held from time to time by the Company and its subsidiaries, may not exceed 10% of the Company’s share capital, and for a maximum countervalue of € 2,500,000.
Purchases may be made in one or more tranches within 18 (eighteen) months starting from the date of this resolution for the purposes and with any of the methods indicated in the Board of Directors’ Explanatory Report on the items on the agenda, respecting the rules on the equal treatment of Shareholders, Articles 2357 et seq. of the Italian Civil Code, the Euronext Growth Milan Issuers’ Regulation, the applicable accounting principles and in any case the laws and regulations in force pro tempore.
Adequate disclosure of transactions involving the purchase and disposal of own shares will be provided in accordance with the applicable disclosure requirements.
At the date of this press release, the Company held 27,190 own shares, equal to 0.32% of the share capital.
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Finally, the Ordinary Shareholders’ Meeting resolved to confirm the appointment of Dr. Fabio Coacci as Chairman of the Board of Statutory Auditors and to appoint Dr. Raffaella Oldoini as a new alternate auditor.
Dr Oldoini’s curriculum vitae – or a summary thereof – is published on the website www.acrobaticagroup.com Investors / Governance section.
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The Extraordinary Shareholders’ Meeting approved the amendments to Articles 15 and 17 of the Articles of Association following the changes made to the Euronext Growth Milan Issuers’ Regulation on the evaluation of the existence of the requirements for independent directors.
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The Annual Financial Statements as at 31 December 2023 are available on the website www.acrobaticagroup.com, under Investors / Financial Statements, Reports and Presentations. The Minutes of the Shareholders’ Meeting, as well as the updated Articles of Association, will be made available to the public within the terms and in the manner provided for by current regulations on the website www.acrobaticagroup.com,in the Investors / Shareholders’ Meetings section.
This press release is available on the regulated information platform 1Info (www.1info.it) and on the Issuer’s website at www.acrobaticagroup.com (Investor Relations / Press Releases section).
