Trevi Finanziaria Industriale S.p.a.MIL: TFIN

18/05/2025 – Press release – shareholders' meeting summary report of voting on the items on the agenda pursuant to article 125-quater of legislative decree no. 58 of february 24, 1998 (consolidated law on finance)- may 18, 2025

· Issued by Trevi Finanziaria Industriale S.p.a.


TREVI - FINANZIARIA INDUSTRIALE S.P.A. SHAREHOLDERS' MEETING Summary of votes on items on the agenda under Article 125-quater of Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) Cesena, 18 May 2025 - Trevi - Finanziaria Industriale S.p.A. (the "Company") announces that on 13 May 2025 the Ordinary and Extraordinary Shareholders' Meeting of TREVI - Finanziaria Industriale

S.p.A. was held in first call. It is acknowledged that:

  • The share capital is Euro 123,044,339.55, fully paid-up and divided into 312,172,952 no-par value shares;

  • The Company holds 20 (twenty) treasury shares equal to 0.00001% of the share capital, and these shares were not counted in the voting calculation; the voting share capital, therefore, consists of 312,172,932 ordinary shares;

  • 49 entitled shareholders were present by proxy; the number of shares represented at the meeting at the beginning of the meeting and for voting on all items on the agenda was 167,511,137 ordinary shares, or 53.660% of the share capital.

  1. Financial Statements as at 31 December 2024, accompanied by the Report of the Board of Directors on Operations, the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. Presentation of the consolidated financial statements as at 31 December 2024, containing the Sustainability Report. Proposed Appropriation of the Result for the Year Related and consequent resolutions. SUMMARY OF THE RESOLUTION

    On item 1, by unanimous vote of those present, the Shareholders' Meeting of Trevi - Finanziaria Industriale S.p.A.- having acknowledged the Company's consolidated financial statements as at 31 December 2024, which show a net profit of Euro 5,508 thousand, also containing the Sustainability Report - resolved to:

    • Approve, both in its entirety and its items, the Financial Statements for the year ended 31 December 2024 consisting of the Balance Sheet, the Income Statement, the Statement of Changes in Shareholders' Equity, the Cash Flow Statement, the Directors' Report on Operations and the Notes to the Financial Statements, as presented by the Board of Directors, which show a loss of EUR 15,968,772;

    • Carry forward the loss for the year just ended.

      VOTE



  2. Report on remuneration policy and compensation paid:
    1. Report on remuneration policy and remuneration paid: approval of the first section of the report under Article 123b, paragraphs 3a and 3b of Legislative Decree 24 February 1998, no. 58; 2.2. Report on the remuneration policy and remuneration paid: resolutions concerning the report's second section pursuant to Article 123b, paragraph 6 of Legislative Decree 24 February 1998, no. 58. SUMMARY OF THE RESOLUTION

      On item 2, sub-item 2.1, by majority vote of those present, the Shareholders' Meeting of Trevi -Finanziaria Industriale S.p.A. resolved to:

      • Approve the first section of the Report on Remuneration Policy and Remuneration Paid, drafted under Article 123b, paragraph 3a and 3b, of Legislative Decree 24 February 1998, no. 58 and Article 84c of the Issuers' Regulation adopted by Consob with resolution no. 11971/1999.

        VOTE



        On item 2, sub-item 2.2, by majority vote of those present, the Shareholders' Meeting of Trevi -Finanziaria Industriale S.p.A. resolved to:

      • Vote in favour of the second section of the Report on Remuneration Policy and Remuneration Paid, drawn up under Article 123b (6), of Legislative Decree no. 24 February 1998, no. 58 and Article 84c of the Issuers' Regulation adopted by Consob with resolution no. 11971/1999.

      VOTE



  3. Appointment of the Board of Directors for the financial years 2025-2027:
    1. determination of the term of office of the Board of Directors;
    2. appointment of the members of the Board of Directors;
    3. determination of the remuneration of the members of the Board of Directors. SUMMARY OF THE RESOLUTION

    On item 3, sub- item 3.1 of the ordinary part, by majority of those present, the Shareholders' Meeting of Trevi - Finanziaria Industriale S.p.A. resolved to:

    • set the term of office of the appointed Board of Directors at three financial years, i.e. until the Shareholders' Meeting to approve the financial statements for the year 2027.

      VOTE



      On item 3, sub-item 3.2 of the ordinary section, the Shareholders' Meeting of Trevi - Finanziaria Industriale S.p.A. resolved to:

      • Appoint as members of the Board of Directors the following ladies and gentlemen:

    VOTE

    1. Antonio Maria Rinaldi -

    2. Giuseppe Caselli

    3. Davide Manunta

    4. Adriana Baso

    5. Matteo Adolfo Maria Mognaschi

    6. Marco Pappalardo

    7. Elisa Roversi

    8. Claudia Rubini

    9. Daniela Savi;

    10. Antongiulio Marti;

    11. Francesca Crescini.

    • As for directors from no. 1 to no. 9, they were taken from the candidate list no. 1 submitted by the shareholder CDPE Investimenti S.p.A.; this list was voted by 61.594% of the share capital represented at the Shareholders' Meeting.

    • With regard to directors 10 and 11, they were selected from candidate list no. 2 submitted by shareholder Hermes Linder Fund SICAV. This list was voted for by 26.534% of the share capital represented at the Shareholders' Meeting.



    On item 3, sub-item 3.3 of the ordinary section, by majority vote of those present, the Shareholders' Meeting of Trevi - Finanziaria Industriale S.p.A. resolved to:

    VOTE

    • Set the remuneration due to each member of the board of directors at Euro 40,000.00 (forty thousand/00) per annum gross, in addition to the reimbursement of expenses incurred in the performance of their duties, without prejudice to the right of the board of directors to set the remuneration of directors holding special offices and the remuneration of the committees established within the board of directors.



  4. Appointment of the Board of Directors for the financial years 2025-2027:
  1. appointment of three Standing Auditors and two Alternate Auditors;
  2. appointment of the Chairperson of the Board of Auditors;
4.3 determination of the remuneration of the effective members of the Board of Auditors. SUMMARY OF THE RESOLUTION

On item 4, sub-item 4.1 of the ordinary section, the Shareholders' Meeting of Trevi - Finanziaria Industriale S.p.A. resolved to:

  • Appoint the following ladies and gentlemen as members of the Board of Directors:

    1. Carmen Pezzuto, as President of the Board of Auditors;

    2. Domenico Iannotta, as Standing Auditor;

    3. Dorina Casadei, as Standing Auditor;

    4. Michele Pizzo, as Alternate Auditor; and

    5. Gianfranco Gaudioso, as Alternate Auditor.

  • With regard to the standing auditor at no. 1, who also assumes the office of Chairman of the Board of Statutory Auditors, and the alternate auditor at no. 5, they were drawn from the list of candidates no. 2 submitted by the shareholder Hermes Linder Fund SICAV; This list was voted by 26.534% of the share capital represented at the Shareholders' Meeting.

  • With regard to the standing auditors at nos. 2 and 3 and the alternate auditor at no. 4, they were drawn from the list of candidates no. 1 submitted by the shareholder CDPE Investimenti S.p.A.; this list was voted by 61.594% of the share capital represented at the Shareholders' Meeting.

VOTE

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