Approval of 2022 financial statements Approval of dividend of 3.9 eurocents per ordinary share Approval of ordinary own share purchase and disposal plan
Mantua, 28 April 2023 – The Annual General Meeting of Immsi S.p.A. was held today in Mantua, chaired by Roberto Colaninno and attended by 64.125% of the share capital, exclusively through proxies and sub-proxies issued to Monte Titoli S.p.A. (Euronext Group), the Designated Representative pursuant to arts. 135-undecies and 135-novies of Lgs.Decree no. 58/1998 (“TUF” - Consolidated Finance Act) and in compliance with art. 106 of Decree Law no. 18/2020, as converted into law and subsequent amendments.
The Meeting examined and approved the Immsi S.p.A. 2022 separate financial statements, and took note of the Immsi Group consolidated financial statements as at and for the year ended 31 December 2022 and the consolidated non-financial disclosure. In 2022, Immsi Group consolidated net sales amounted to 2,126.1 million euro (+24.4% from 2021), with EBITDA of 287.3 million euro (+24.6% from 2021) and an EBITDA margin of 13.5%. Net profit was 63.9 million euro (+80.4% from 2021), including the share attributable to minorities amounting to 36.8 million euro. Immsi Group net financial debt at 31 December 2022 stood at 731.7 million euro, an improvement of 32.5 million euro from 764.2 million euro at 31 December 2021, secured by a positive sales performance and prudent management of working capital.
Immsi Group capital expenditure in 2022 amounted to 154.5 million euro. The shareholders also approved the distribution of a dividend of 3.9 eurocents, gross of tax, to each entitled ordinary share, for a total amount of 13,280,670 euro, to be paid from 2022 net profit. While the amount of the per-share dividend will remain unchanged, the total dividend could change, depending on the number of treasury shares held by the company at the record date, and the consequent adjustment of the amount indicated above. The ex-dividend date (coupon no. 14) is 22.05.2023, the record date is 23.05.2023 and the payment date is 24.05.2023. The Immsi S.p.A. AGM also approved the remuneration policy, pursuant to art. 123-ter.3-ter of the TUF and all other laws and regulations (hence with a binding resolution), and the Remuneration Report, pursuant to art. 123-ter.6, of the TUF and all other laws and regulations (hence with a non-binding resolution), set out respectively in Section I and Section II of the “Report on remuneration policy and fees paid”.
The Immsi S.p.A. AGM renewed the authorisation for the purchase and disposal of the company’s own shares, revoking the previous Immsi S.p.A. shareholder authorisation of 29 April 2022. The purpose is to provide the Company with a useful strategic investment opportunity for the purposes allowed under law, including the purposes contemplated in art. 5 of EU Regulation 596/2014 (Market Abuse Regulation, hereinafter “MAR”) and the practices allowed by Consob under art. 13 MAR, where applicable, including the purchase of own shares for subsequent cancellation.
The share buyback authorisation was granted for a maximum number of shares that, taking into account the Immsi S.p.A. ordinary shares held from time to time by the company and the subsidiaries, may not exceed the maximum limit established by the applicable laws in force at the time, and for a consideration that does not exceed the greater of the price of the most recent independent transaction and the price of the highest current independent offer on the trading markets where the buyback is made, subject to the condition that the per-share purchase consideration shall not in any case be more than 20% below and 10% above the mean official share price in the 10 trading days before each purchase transaction.
The purchase authorisation will remain in effect for 18 months as from the date of the AGM, while the authorisation for disposal was granted without any time limit. As of today, the company does not hold any own shares.