Franchi Umberto Marmi SpaMIL: FUM

24.04.2026 - FUM - The meeting approves the financial statements, authorizes the Board of Directors to purchase and dispose of treasury shares and appoints the new Board of Directors and the Board of Statutory Auditors

· Issued by Franchi Umberto Marmi Spa

PRESS RELEASE

FRANCHI UMBERTO MARMI S.P.A. THE SHAREHOLDERS' MEETING: (i) APPROVES THE FINANCIAL STATEMENTS AND EXAMINES THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2025 (ii) APPROVES THE ALLOCATION OF THE NET INCOME (iii) AUTHORIZES THE BOARD OF DIRECTORS TO PURCHASE AND DISPOSE TREASURY SHARES (iv) APPOINTS THE BOARD OF DIRECTORS AND THE BOARD OF AUDITORS (v) ASSIGNS THE TASK FOR THE STATUTORY AUDITORS FOR THE THREE-YEAR PERIOD 2026-2028

THE NEWLY APPOINTED BOARD OF DIRECTORS:

  1. Launches the plan for the purchase and disposal of treasury shares;

  2. Appoints the vice president and the managing directors;

  3. Approves the quantitative and qualitative criteria for assessing independence requirements and verifies that the independent directors meet the independence requirements.

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Carrara, April 24, 2026 - The Board of Directors of Franchi Umberto Marmi S.p.A., a leading international company in the processing and marketing of Carrara marble, listed on the Euronext Growth Milan market (Ticker: FUM) (the "Company"), announces that the Shareholders' Meeting was held today in ordinary session, on first call. At this meeting, the financial statements for the year ended December 31, 2025 were approved and the other items on the agenda were resolved.

APPROVAL OF THE FINANCIAL STATEMENTS AS OF DECEMBER 31, 2025 AND ALLOCATION OF NET INCOME

The Shareholders' Meeting approved the financial statements for the year ended December 31, 2025 and resolved to allocate the profit for the year, amounting to Euro 7,397,060.00, entirely to retained earnings.

Main economic and financial indicators as of December 31, 2025 Total Consolidated Revenues and Other Income as of December 31, 2025 amounted to Euro 78.6 million compared to Euro 81.7 million in 2024. Regarding Total Revenues alone, it should be noted that the last quarter recorded the strong recovery hoped for (+11.3% YoY), thanks in particular to the excellent recovery of the Asian market. As of December 31, 2025, EBITDA was equal to Euro 20.8 million with EBITDA Margin at 27.4% of Total Revenues (compared to Euro 25.3 million as of December 31, 2024); it should be noted that the slight decrease is mainly attributable to the recent acquisitions of FUM which, despite demonstrating an excellent financial and strategic profile, are slightly dilutive compared to the margins of Franchi Umberto Marmi S.p.A. "stand alone", presenting a product mix with a slightly lower margin. Profit for the year was

equal to Euro 8.5 million; Net Financial Debt as of December 31, 2025 amounted to Euro 16.5 million, compared to Euro 33.7 million as of December 31, 2024 and Euro 28.2 million as of June 30, 2025. The 2025 financial year closes with Liquidity equal to Euro 18.1 million.

As regards the statutory financial statement as of December 31, 2025, Total Revenues and other Income is equal to Euro 53.3 million with a Profit for the year equal to Euro 7.4 million whereas the Net financial debt as of December 31, 2025 is equal to Euro 6.4 million.

AUTHORISATION TO BUY-BACK AND DISPOSE OF TREASURY SHARES APPROVED

The General Shareholders' Meeting authorised the Board of Directors to buy back and dispose of FUM's own shares pursuant to Articles 2357 et seq. of the Italian Civil code for a period of 18 months, in accordance with EU and Italian applicable laws and regulations, with the aim of:

  1. implementing share-based incentive plans, regardless of the form in which they are structured (including those of stock options, stock grants or work for equity) or undertaking free assignments to shareholders or discharging obligations arising from warrants and convertible financial instruments, whether mandatorily convertible into shares or exchangeable for shares (on the basis of transactions in progress and/or to be approved/implemented);

  2. permitting the use of own shares in transactions associated with ordinary operations or projects consistent with the strategic guidelines that the Company intends to pursue, in relation to which opportunities for share exchanges arise; with the main objective of acquiring a portfolio of treasury shares that can be used as consideration in the context of any extraordinary financial operations and/or other uses deemed to be of financial/managerial or strategic interest for the Company, with the aim of completing corporate integration operations with potential strategic partners, share exchanges or also to serve the conclusion of commercial and/or professional agreements deemed to be strategic for the Company;

  3. (where possible) being able to use own shares as investments for efficient use of the cash generated

    by the Company's ordinary operations; and

  4. (where possible and provided for by applicable laws and regulations) intervene, in compliance with current provisions, including through intermediaries, to contain anomalous price movements and to regulate trading and price trends in the event of temporary distortions linked to excessive volatility or poor trading liquidity, or, more generally, to support the liquidity of the security and market efficiency.

    The authorisation also extends to the purchase of own shares, on one or more occasions and in one or more tranches, in an amount freely determinable by the Board of Directors, up to a maximum number that, taking account of the FUM shares held from time to time by the Company and by its subsidiaries, may not collectively be greater than 20% of the Company's capital or any different maximum amount provided for by the law currently in force, setting the amount that can be used for the purchase of own shares at Euro 10 million, drawn from the reserves available for this purpose.

    The authorisation establishes that the price of purchase must not be 10% lower or higher than the official market price of the shares recorded by Borsa Italiana S.p.A. during the session prior to each transaction and in any event in accordance with applicable provisions of law. In particular:

    • shares cannot be purchased at a price exceeding the higher of the price of the most recent independent transaction and the price of the highest current independent purchase bid on the trading venue in which the purchase is undertaken;

    • in terms of volumes, daily purchase quantities will not exceed 25% of the daily average volume of trading of FUM shares in the 20 trading days prior to the purchase dates.

The purchases will be made on the multilateral trading facility Euronext Growth Milan according to the methods established by current community and national legislation and in compliance with the conditions

and restrictions on trading pursuant to Articles 3 and 4 of Commission Delegated Regulation (EU) No 1052/2016, Article 132 of the Consolidated Finance Law - with particular regard to the principle of equal treatment of shareholders - Article 144-bis of the Consob Rules for Issuers and all other Italian and EU legislation and admitted market practice in effect from time to time.

The authorisation for the disposal and/or use of own shares is granted without time limits. Transactions involving the disposal of own shares may be undertaken, on one or more occasions, even before the quantity of own shares that may be purchased has been reached and disposals may be undertaken according to all methods deemed appropriate to achieving the Company's interest and the purposes set out above and, in any event, in accordance with applicable legislation and other admitted market practices applicable from time to time. In particular, the operating methods of disposal may consist of alienation of own shares on the market, in block trades or otherwise off the market, accelerated bookbuilding exchange or lending of securities or free assignment, with the Board of Directors granted the power to establish, in accordance with provisions of laws and regulations, the terms, methods and conditions of the act of disposal and/or use of own shares.

The aforementioned resolution authorising the purchase of own shares, in application of the whitewashing provision of Article 44-bis, paragraph 2, of Consob Regulation No. 11971/1999, was approved with the majorities required by the said provision. Accordingly, the own shares purchased by the Company in execution of the above authorising resolution will not be excluded from ordinary capital (and will thus be included in the said capital) where, due to the purchase of own shares, the thresholds relevant to the purposes of Article 106 of Legislative Decree No. 58/1998 are exceeded by a shareholder.

As of today, FUM holds 101,700 treasury shares in its portfolio, equal to 0.310% of the share capital.

APPOINTMENT OF THE BOARD OF DIRECTORS AND THE BOARD OF STATUTORY AUDITORS Board of Directors - The Shareholders' Meeting appointed the new Board of Directors, composed of 11 members, including 2 Independent Directors.

The following are the Board of Directors elected from the single list filed by Holding Franchi S.p.A.:

  1. Alberto Franchi, President;
  2. Bernarda Franchi, Vice President;
  3. Andrea Franchi, Director;
  4. Gianluca Cedro, Director;
  5. Paolo Orlando Daviddi, Director;
  6. Davide Giovanetti, Director;
  7. Laura Guazzoni, indipendent Director;
  8. Roberto Lettieri, indipendent Director;
  9. Benedetto Lonato, Director;
  10. Maurizio Saravini, Director;
  11. Gualtiero Vanelli, Director.

The newly elected Board of Directors will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ending December 31, 2028.

Board of Statutory Auditors

The Shareholders' Meeting appointed the new Board of Auditors for the three-year period 2026-2028, which will remain in office until the Shareholders' Meeting called to approve the financial statements for the year ending December 31, 2028.

The following are the members of the Board of Auditors elected from the single list filed by Holding Franchi S.p.A.:

Auditors

  1. Andrea Marche, Chairman of the Board of Auditors;
  2. Filippo Caleo;
  3. Massimo Gabbani.

    Alternate auditors

    1. Alberto Dell'Amico;
    2. Elena Maestri.
ASSIGNMENT OF THE STATUTORY AUDIT FOR THE THREE-YEAR PERIOD 2026-2028

The Shareholders' Meeting resolved to appoint the auditing firm Deloitte & Touche S.p.A. as the external auditor for the audit of the individual and consolidated financial statements, as well as for the limited audit of the interim financial statements as of June 30, for the financial years 2026-2028, approving their related fees.

* * *

The Board of Directors of FUM, which met today, resolved, inter alia, the following.

  1. To launch the program for the purchase and disposal of own shares in execution of and in compliance with the authorization granted by the Ordinary Shareholders' Meeting on April 24, 2026.

    The Board of Directors also resolved to appoint Intesa Sanpaolo S.p.A. as the intermediary responsible for carrying out the transaction, effective today.

    The results of the purchases will be communicated to the market in accordance with current legislation.

  2. To appoint the Vice President and the Chief Executive Officers

  3. To approve the quantitative and qualitative criteria for the purposes of assessing the independence requirements and verify the existence of the independence requirements for the independent director

The Board of Directors proceeded to assign management powers and responsibilities, confirming Director Bernarda Franchi as Vice President and Directors Alberto Franchi, Bernarda Franchi, and Gualtiero Vanelli as Chief Executive Officers.

Furthermore, the Board of Directors approved the quantitative and qualitative criteria for the significance of relationships potentially relevant for the purposes of assessing the independence of at least one director on the Board of Directors, until the expiration of the current mandate (the "Criteria") and verified the existence of the independence requirements established by art. 148, paragraph 3, of the TUF (Italian Consolidated Law on Finance) for directors Roberto Lettieri and Laura Guazzoni.

The Criteria are available on the Company's website at https://www.fum.it/en Corporate governance/Documents and Procedures section.

This press release is available on the Company's website https://www.fum.it/en/investors/price-sensitive-press-release/ and at the authorised storage mechanism EMARKET STORAGE (https://www.emarketstorage.com).

A copy of the minutes of the Meeting is available for public consultation at the Company's registered office and at Borsa

Italiana, as well as on the website https://www.fum.it/en/corporate-governance/assemblee/

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Franchi Umberto Marmi, established in 1971, is a leader in the processing and marketing of blocks and slabs of Carrara marble, a natural stone that perfectly embodies Italian craftsmanship and luxury, with special characteristics that make it unique in Italy and in the rest of the world. The company covers all phases of the production and distribution process, thus guaranteeing the absolute quality of the product, whether it is slabs or entire blocks. The activity is mainly concentrated within the 59,000 square meters of the Carrara headquarters, which makes it the largest exhibition space dedicated to Carrara marble.

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Contacts

Franchi Umberto Marmi S.p.A.

Alantra

HEAR-ir:

Euronext Growth Advisor

IR & Media Relations

Via del Bravo n. 14

Simona D'Agostino

54033 Carrara (MS)

Tel: +39 3346267243

simona.dagostino@hear-ir.com

Tel: +39 0585 70057

Tel: +39 335 7729138

investor@fum.it

ega@alantra.com

Luca Macario

luca.macario@hear-ir.com

Corporate website: https://www.fum.it

Tel: +39 335 7478179

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