we receive e we publish the press release released by Tamburi Investment Partners Spa.
The Shareholders' Meeting of Tamburi Investment Partners SpA (“TIP” – tip.mi), industrial group
independent and diversified listed on the Euronext STAR Milan segment of Borsa Italiana SpA, meeting in
ordinary and extraordinary headquarters in first call today 29 April 2024 in Milan, has taken on the following
resolutions.
Financial statements 2023
The consolidated pro forma net profit it was about 149,1 million, compared to 139 million in 2022 and
consolidated net equity at the end of the year was approximately 1,44 billion, compared to approximately 1,17 billion on 31
December 2022 after dividend distributions of 21,7 million and purchases of treasury shares for approximately 20,4
million, in the year. The consolidated net profit considering the application of IFRS 9 was 89.896.365
EUR. The meeting also approved the separate financial statements closed on 31 December 2023 of TIP SpA, which present a profit for the year of 47.114.003 euros, which does not take into account income and capital gains which, not passed through the income statement, were directly transferred from the OCI reserve to retained earnings.
The meeting also resolved the distribution of the ordinary shares in circulation and out of the profit
for the 2023 financial year, of a dividend of €0,150 per share, gross of legal withholdings, with date of
detachment on 24 June 2024, with payment on 26 June 2024 and with date of legitimation to
payment due June 25, 2024.
Appointment of the new Board of Auditors
The Assembly also nominated the new Board of Auditors, who will remain in office for the three-year period 2024-2026, deciding on his compensation at the same time. The following Auditors were appointed: – Myriam Amato (standing auditor and President of the Board of Auditors) – Fabio Pasquini (standing auditor) – Marzia Nicelli (standing auditor) – Marina Mottura (substitute auditor) – Simone Montanari (substitute auditor). The mayors Fabio Pasquini, Marzia Nicelli and Marina Mottura come from the list of candidates n. 1 presented by Giovanni Tamburi (together with Lippiuno Srl), Alessandra Gritti and Claudio Berretti, owners of a total of n. 19.551.290 ordinary shares of TIP, equal to 10,604% of the share capital. The mayors Myriam Amato and Simone Montanari come from the list of candidates n. 2 presented by Amundi Asset Management SGR SpA fund manager: Amundi Impegno Italia – B, Amundi Risparmio Italia, Amundi Sviluppo Attivo Italia; Arca Fondi Sgr SPA fund manager: Fondo Arca Economia Reale Equity Italia, Fondo Arca Economia Reale Bilanciato Italia 30, Fondo Arca Azioni Italia; Eurizon Capital SGR SpA manager of the funds: Eurizon Pir Italia Azioni, Eurizon Azioni Pmi Italia, Eurizon Pir Italia 30, Eurizon Progetto Italia 70, Eurizon Progetto Italia 20, Eurizon Progetto Italia 40; Fideuram Intesa Sanpaolo Private Banking Asset Management Sgr SPA fund manager: Balanced Plan Italy 50, Balanced Plan Italy 30, Plan Shares Italy; Generali Asset Management SpA Savings Management Company, as delegated manager in the name and on behalf of: Generali Smart Funds PIR Valore Italia, Generali Smart Fund PIR Evoluzione Italia; Mediolanum Sviluppo Fondi Sgr SPA manager of the Mediolanum Flessibile Futuro Italia fund; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity, shareholders holding a total of 5.095.665 ordinary shares of TIP, equal to 2,76369% of the share capital. The CVs of the appointed Auditors are available on the company's website in the "Corporate Governance/Meetings/Documents" section.
Own actions
The assembly also authorized, for a period of 18 months starting from today, the acquisition of own shares up to the maximum number permitted by law (currently represented by a number of shares not exceeding 20% of the share capital and, therefore, a maximum of 36.875.860 shares, from which treasury shares already in portfolio must be deducted) as well as to sell the treasury shares already purchased or that will be purchased in the future in execution of this resolution. The disposals may take place for the pursuit of the purposes referred to in the explanatory report of
Board of Directors and the following terms and conditions, on one or more occasions on the market, to the blocks
or through an offer to shareholders and employees, collaborators and directors, or which one
consideration in hypothesis of exchange, exchange, exchange, contribution, assignment or other act of disposal of treasury shares carried out in the context of acquisitions of shareholdings or implementation of industrial projects or other extraordinary finance operations which imply the assignment or disposal of treasury shares (such as, for example, mergers, demergers, issue of bonds convertibles or warrants, etc.) or to service share-based incentive plans; TIP will also be able to use the shares for operations to support market liquidity in order to facilitate trading on the securities themselves in times of poor liquidity on the market and/or to encourage the regular progress of trading. The disposal operations may be carried out with any method deemed necessary or appropriate to pursue the purpose for which the operation is carried out (by way of example and not exhaustively through the accelerated bookbuilding procedure or other similar mechanisms), in compliance with the provisions of law or regulations applicable from time to time at the time of the operation.
TIP also reserves the right to allocate (in whole or in part) the treasury shares held to their potential
cancellation, within the terms and in the manner that will be decided by the competent corporate bodies.
The unit purchase and sale price of treasury shares must be established from time to time for each day of operation based on the following criteria:
− the purchase price of each share must not be lower than the official stock exchange price of the stock
of the day before the one on which the purchase operation will be carried out, decreased by 20%, and not
higher than the official stock exchange price of the day prior to the day on which the purchase transaction will be carried out, increased by 10%, without prejudice to the application of the conditions and terms referred to in the art.
5 of Regulation (EU) no. 596/2014 and art. 3 of the Delegated Regulation (EU) n. 1052/2016;
− the sale price of each share must not be lower than the official stock exchange price of
title of the day before the one on which the sale operation will be carried out, decreased by 20%,
without prejudice to the application of the conditions and terms set out in the art. 5 of the Regulation (EU)
n. 596/2014 and art. 3 of the Delegated Regulation (EU) n. 1052/2016.
The meeting resolved that the consideration limit in the case of purchase will not apply if circumstances of an extraordinary nature occur on the market while, in the case of disposal, this limit will not apply in the event of acts of disposal other than sale and in particular in the event of exchange, exchange, exchange, contribution, assignment or other act of disposal of own shares carried out in the context of acquisitions of shareholdings or implementation of industrial projects or other extraordinary finance operations which involve the assignment or disposal of shares own (such as, for example, mergers, demergers, issuance of convertible bonds or warrants, etc.) or in cases of assignment of shares to employees, collaborators and directors (for example, to service incentive plans based on company shares); in such cases different criteria may be used, in line with the objectives pursued and taking into account the market practices in force at the time, the indications of Borsa Italiana SpA and the Consob recommendations. The share purchase plan that began on 27 April 2023 therefore ends today and the new plan is launched at the same time.
As of April 29, 2024 TIP holds a total of n. 18.861.098 own shares equal to 10,230% of the capital
social. Report on the remuneration policy and compensation paid and Performance Share Plan The meeting examined the Report on the remuneration policy and compensation paid of TIP SpA, approved by the Board of Directors, and resolved favorably on the first and on the second section. The Report on the remuneration policy and compensation is available at the company's headquarters and on its website. The meeting, in order to confirm in a rolling manner the main medium-term incentive and retention tool for the executive directors of TIP and/or for the employees of the company or its subsidiaries, resolved to approve a new plan of performance share which provides for the attribution of 2.000.000 to the beneficiaries unit which, upon achievement of the performance objectives, entail the assignment, in the years 2027 and 2028, of a maximum number of 2.000.000 TIP ordinary shares in total.
Extraordinary meeting and statutory amendments
The extraordinary meeting approved the changes to the company bylaws mainly concerning i
following aspects:
1) the attribution of two votes to each share belonging to the same person with legitimacy
to the exercise of the right to vote for a continuous period of twenty-four months starting from the date
registration in the appropriate list;
2) the attribution of an additional grade at the end of the twelve-month period following maturation
of the twenty-four month period referred to in the previous point, to each share belonging to the same
subject registered in the appropriate list, up to a maximum overall of three votes per share (inclusive
the increase referred to in the previous point);
3) the introduction of the possibility that both ordinary and extraordinary meetings can take place with
the exclusive intervention of the designated representative referred to in the art. 135-undecies of the TUF where permitted
from, and in accordance with, the legislation, including regulatory provisions, in force pro tempore;
4) some simplifications and updates to the statute, eliminating those provisions that were present
merely repetitive of legal provisions, as well as the updating of some clauses which, after some
years after the adoption of the statute, could have been formulated even better also in light of the innovations
laws and regulations and practices that have been adopted in the meantime.
The effectiveness of the resolution relating to the statutory amendment referred to in point 2) above, concerning the
further increase in the right to vote is decisively conditioned by the circumstance for which
the amount of money to be paid by the company pursuant to article 2437-quater of the code. civil to shareholders who have exercised the right of withdrawal, exceeds the overall sum of €25.000.000.
Therefore:
− in the event that the aforementioned resolutive condition does not occur, the resolution will be definitive
effective, the declarations of withdrawal will be effective and the liquidation of the subject shares will proceed
of withdrawal in accordance with the provisions of the applicable legislation;
− if, however, the aforementioned condition were to occur, this specific resolution will be ineffective and, for
the effect, the declarations of withdrawal will also be ineffective, with the clarification that they are not
will not even follow up on the subscriptions collected in the context of the offer and placement (as best as possible
specified below) nor to the purchase by the company and the shares of the subjects who had exercised the
withdrawal will remain at the disposal of the respective shareholders.
They are entitled to exercise the right of withdrawal pursuant to art. 2437 ff. code civil members who are absent, abstainers and
those who voted unfavorably with respect to the proposal to amend the bylaws referred to in point 2) above, corresponding to point "1.2 introduction of a new paragraph 7.2 letter. a-bis) in article 7 of the company statute and, consequently, introduction of paragraph 7.2 letter. b), romanino (x)” of the extraordinary part of the agenda concerning the further increase in voting rights. In compliance with the art. 77 of Consob resolution no. 11971 of 14/5/1999 and subsequent amendments and additions, is available at the registered office, at the authorized storage mechanism used by the company (www.1info.it), as well as on the company's website at the address www.tipspa.it, the financial statements as of 31 December 2023, complete with the reports of the auditing firm and the Board of Statutory Auditors. The minutes of the meeting will be made available to the public within the legal deadlines.
The manager responsible for drafting the company accounting documents - Claudio Berretti – declares, pursuant to paragraph 2 art. 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documentary findings, books and accounting records.
Press office and contacts
Contacts: Alessandra Gritti
CEO – Investor Relator
Tel. 02 8858801 email: [email protected]
This press release is also available on the Company's website www.tipspa.it and disseminated
via the 1Info SDIR and 1Info Storage system (www.1info.it).
