Carlo Pesenti CEO with new responsibilities. Resigning as general manager

Milan, December 17, 2024 – Carlo Pesenti resigned today as General Manager, but will continue to serve as the Company's Chief Executive Officer, maintaining full operational management and retaining his current powers, in addition to the new dual mandate granted to him by today's meeting of the Board of Directors to ensure full ESG integration in all phases of Italmobiliare's investments and to explore the initiatives to be undertaken to promote the international expansion of Italmobiliare and its subsidiaries.

At today's meeting, the Board of Directors of Italmobiliare S.p.A. acknowledged the decision communicated by Carlo Pesenti, which will take effect from January 1, 2025.

The Board of Directors resolved to assign the administrative powers previously held by the General Manager to the Head of Administration and Control and Financial Reporting, Mauro Torri.

Following a preliminary review by the Remuneration and Nominations Committee and after consulting the Committee for Transactions with Related Parties, the Board of Directors:

  1. having taken note of Mr. Pesenti's decision to go into retirement, it being understood that December 31, 2024 will be his last day of employment;
  2. having verified that Mr. Pesenti has accrued rights to participate in the short-term incentive system for the current financial year (MBO 2024), the disbursement of which will take place on approval of the draft 2024 budget, if the conditions are met;
  3. having ascertained that Mr. Pesenti will retain the rights to participate in the 2023-2025 Phantom Stock Grant Plan assigned to him on May 10, 2023, the entitlements of which – if the conditions are met – will be paid in application of the specific provisions of the Plan, at the end of the reference period with the approval of the draft 2025 financial statements.

Mr. Pesenti will be paid the severance pay accrued in accordance with the provisions of law and his employment contract and he will maintain the non-monetary benefits associated with the position of CEO. No severance pay has been awarded to Mr. Pesenti in addition to the compensation provided by law and by contract.

These decisions were taken by the Board of Directors in accordance with the provisions of the Remuneration Policy adopted by Italmobiliare, as explained in the Report on the Remuneration Policy prepared pursuant to art. 123-ter of the Consolidated Law on Finance and approved by the Shareholders' Meeting held on April 23, 2024.

Corporate calendar 2025

Milan, December 9, 2024 – Italmobiliare S.p.A. announces its annual calendar of corporate events for 2025.

BOARD OF DIRECTORS’ MEETINGS

  • March 6, 2025 draft of statutory financial statements and consolidated financial statements 2024
  • May 13, 2025 quarterly financial disclosure at 31 March 2025
  • July 30, 2025 half year financial results at 30 June 2025
  • November 11, 2025 quarterly financial disclosure at 30 September 2025

SHAREHOLDERS’ MEETING

April 17, 2025 approval of the 2024 statutory financial statements (single call)

Additional periodic financial report at September 30, 2024 approved by the Board of Directors

The Group reported improved results in the first nine months of the year: growth at a consolidated level in both Revenue (+19.3%) and EBITDA (+65.9%). Net financial position positive and increasing to 276.8 million.

  • The growth and development path of the Group's main companies has continued during the first nine months of the year. Consolidated revenue stands at 499.4 million euro (+19.3%) and EBITDA is up by 65.9% to 110.6 million.
  • Looking at the pro-forma aggregate of the industrial Portfolio Companies, revenue (1,069.8 million euro, +7.8%) and EBITDA (146.3 million, +8%) are both up. Specifically:
    • Revenue is up 9.9% to 243.1 million euro for Caffè Borbone, which continues on its development trajectory in strategic channels, with a particularly positive performance in large-scale retail, online and foreign markets.
    • Officina Profumo-Farmaceutica di Santa Maria Novella has recorded revenue and EBITDA that have risen to 47.1 million (+25.5%) and 12 million (+28.2%) respectively, supported by an excellent performance on the part of retail (+42.6%), which grew in all geographies and benefited from the consolidation of the results of the subsidiary in Japan, and on the part of the e-commerce (+30.1%).
    • Italgen recorded an increase in energy production during the period to 305.3 GWh, up by more than 60%. EBITDA comes to 26.9 million euro, an all-time record for the company.
    • CDS-Casa della Salute's revenue has grown to 45.9 million euro, with an increase of 53% compared with the same period last year. EBITDA comes to 5.4 million euro, up by 71.1%.
  • Over the period, the Group made significant strides in its decarbonisation efforts, guided by the Science Based Targets initiative methodology. Italmobiliare's short-term emissions reduction targets have already been approved, while Callmewine, Capitelli, and Officina Profumo-Farmaceutica di Santa Maria Novella have successfully defined and submitted their own short- and long-term greenhouse gas emissions reduction targets.
  • At September 30, 2024, the Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, stands at 2,141.2 million euro. NAV per share (excluding treasury shares) is equal to 50.6 euro and, in consideration of the distribution of dividends of 3 euro per share, shows an increase of 3% compared with what it was at December 31, 2023.
  • The net financial position of Italmobiliare S.p.A. (available cash) is positive and has increased by 72.5 million euro, from 204.3 million euro (at December 31, 2023) to 276.8 million euro.

Milan, November 12, 2024 – The Board of Directors of Italmobiliare S.p.A. today approved the additional periodic financial information for the nine months ending September 30, 2024.

During the first nine months of the year, the Italmobiliare Group has turned in positive results linked to the development and continuous improvement in the efficiency of the Portfolio Companies. The Group's consolidated revenue stands at 499.4 million euro, up by 19.3% compared with the same period of 2023. EBITDA, equal to 110.6 million euro, is up by 65.9% mainly thanks to the good performances by Italgen, Officina Profumo-Farmaceutica di Santa Maria Novella, CDS-Casa della Salute and Italmobiliare.

Over the period, the Group made significant strides in its decarbonisation efforts, guided by the Science Based Targets initiative methodology. Italmobiliare's short-term emissions reduction targets have already been approved, while Callmewine, Capitelli, and Officina Profumo-Farmaceutica di Santa Maria Novella have successfully defined and submitted their own short- and long-term greenhouse gas emissions reduction targets.

Looking at the pro-forma aggregate of the Industrial Portfolio Companies, revenue has risen by 7.8% to 1,069.8 million euro. Aggregate EBITDA is up by 8%, coming in at 146.3 million euro.

Among the Portfolio Companies, in the food sector Caffè Borbone and Capitelli are growing in terms of revenue. Caffè Borbone's revenue is up by 9.9% and continues its development trajectory in strategic channels, with particularly positive performances in large-scale retail, online and foreign markets. EBITDA is down due to the record cost of the raw coffee beans, but the margin on sales remains above 20% for the nine months. In a difficult market context for the entire sector, Capitelli is still managing to grow in terms of both revenue (+5.1% to 17.2 million euro) and EBITDA (+32% to 3.2 million). Callmewine, on the other hand, is feeling the effects of the extreme uncertainty of the wine & spirits market, leading to a decline in revenue compared with the same period last year, whereas EBITDA is stable thanks to greater efficiency in the management of costs.

The development of Officina Profumo-Farmaceutica di Santa Maria Novella continues, with revenue up 25.5% to 47.1 million euro thanks to good performances on the part of all sales channels, retail in particular (+42.6%), following consolidation of the results of the subsidiary in Japan and the growth of all geographies in which the company already operates and e-commerce (+30.1%). EBITDA comes to 12 million euro, up by 28.2%.

CDS-Casa della Salute's revenue has grown to 45.9 million euro, with an increase of 53% compared with the same period last year. An excellent result thanks to the new openings and the good performance of the facilities opened or acquired before 2023, which achieved like-for-like growth of 17%. EBITDA comes to 5.4 million euro, up 71.1%.

Italgen recorded an increase in energy production during the period to 305.3 GWh, up by more than 60% compared with what it was in the same period last year; it is also higher than the historical averages. Revenue comes to 49.9 million euro and EBITDA is positive for 26.9 million euro, an all-time record for the company.

In the outdoor sector, SIDI confirms the positive effects generated by the brand relaunch plan initiated by Italmobiliare. Sales of both motorbikes and bicycles are growing, with good results in all markets and revenue up by 23.4% to 20.3 million euro. Tecnica Group has posted revenue of 328.9 million euro, down 7.8% compared with the same period last year, with positive EBITDA of 41.3 million euro.

ISEO has revenue of 111.6 million euro and EBITDA of 9.3 million euro, up in the third quarter compared with the same quarter of last year and recovering significantly compared with the first half of 2024, which was affected by the difficulties arising from implementation of the new information system.

Bene Assicurazioni's premium income has increased by 32.6%, reaching 198.2 million euro. An excellent result thanks to growth in the main sales channels and the increase recorded in all sectors in which the company operates.

Lastly, the Clessidra Group, a non-industrial Portfolio Company, closed the nine months with a positive intermediation margin of 27.7 million euro and an increase of 18.2% compared with the same period last year.

At September 30, 2024 Italmobiliare S.p.A.'s net financial position is positive and increasing by 72.5 million euro, going from 204.3 million euro (at December 31, 2023) to 276.8 million euro, thanks to the dividends collected from the subsidiaries and the proceeds deriving from the sale of the investment in AGN Energia and some other minor stakes.

The NAV per share (excluding treasury shares) at September 30, 2024 is equal to 50.6 euro and given the distribution of dividends of 3.0 euro per share, shows an increase of 3% compared with the same figure at December 31, 2023. Excluding treasury shares, the Net Asset Value of Italmobiliare comes to 2,141.2 million euro (2,201.4 million euro at December 31, 2023). Considering the distribution of 126.9 million euro of dividends during the year, the net performance is positive for 66.7 million euro.

Interim report at June 30, 2024

Milan, August 6, 2024 - Italmobiliare S.p.A. announces that the Interim Report at June 30, 2024, has been filed, together with the report of the Independent Auditing Firm, with the Company’s registered office in Milan, Via Borgonuovo no. 20, and with the authorized storage platform eMarket Storage at www.emarketstorage.com, and it is available to the public on the Company’s website www.italmobiliare.it, under the Investor/Reports section (https://www.italmobiliare.it/en/investor/reports).

This notice on filing of the abovementioned documents will also be published tomorrow on daily newspapers.

The Group has grown during the first half: revenue and EBITDA are on the rise, both at aggregate and consolidated level

First half 2024 results reviewed by the Board of Directors

The group has grown during the first half: revenue and ebitda are on the rise, both at aggregate and consolidated level

  • During the first half of the year the Group recorded positive trends by continuing the path of development and operational optimisation of the portfolio of investments and business activities. At a consolidated level, revenue comes to 337.6 million euro (+18.4% compared with the corresponding period of last year) with EBITDA more than doubled to 76.4 million. In particular, the growth of the main subsidiaries continues:
    • revenue is up by 8.4% to 166.7 million euro for Caffè Borbone, with very positive performances, especially in the Large-Scale Retail channel and abroad;
    • Officina Profumo-Farmaceutica di Santa Maria Novella recorded growth in revenue and EBITDA of 20.8% and 30.9% respectively, thanks to the good performance of direct retail and e-commerce and the purchase of the Japanese distributor;
    • the total energy production of the Italgen Group has doubled compared with last year, with revenue growing to 32.3 million euro and EBITDA to 17.9 million;
    • the development of CDS-Casa della Salute continues, recording revenues of 31.5 million (50.7%) and EBITDA of 3.9 million (88.5%).
  • The Group has given further impetus to the process of decarbonisation, guided by the methodological approach of the Science Based Targets initiative, which approved Italmobiliare's short-term emissions reduction objectives.
  • At an aggregate level, the industrial Portfolio Companies grew in terms of revenue (+7.3% to 663.8 million euro) and EBITDA (+9.2% to 66 million).
  • The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,128.9 million euro (2,201.4 million euro at December 31, 2023). Considering that 126.9 million euro was distributed in the form of dividends during the period, the net performance is positive for 54.4 million euro, with an increase of 2.5% compared with the figure at December 31, 2023. The NAV per share (excluding treasury shares) is equal to 50.4 euro after paying a dividend of 3.0 euro per share.
  • The net financial position of Italmobiliare S.p.A. is positive and amounts to 232.2 million euro, up by 27.9 million euro, compared with December 31, 2023, mainly thanks to the dividends received from investees and some disposals of non-core investments in the portfolio.
  • Taking into account the dividend of 3.0 euro per share paid during the period the Italmobiliare stock turned in a positive performance during the half-year of 13.7%.

Milan, July 31, 2024 – Italmobiliare's Board of Directors has reviewed and approved the interim report at June 30, 2024.

During the first half of the year the Group recorded positive trends by continuing the path of development and operational optimisation of its business activities, achieving growth in revenue and EBITDA at both aggregate and consolidated level. In particular, at a consolidated level the Group's revenue and income amounted to 337.6 million euro, an increase of 18.4% compared with the same period last year, mainly thanks to excellent performances by Caffè Borbone, Italgen, CDS-Casa della Salute, Officina Profumo-Farmaceutica di Santa Maria Novella and Italmobiliare. EBITDA has more than doubled, coming in at 76.4 million euro.

At June 30, 2024, the Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,128.9 million euro (2,201.4 million euro at December 31, 2023). Considering the distribution of 126.9 million euro of dividends during the half-year, the net performance is positive for 54.4 million euro. The NAV per share (excluding treasury shares) is equal to 50.4 euro and, in consideration of the distribution of dividends of 3.0 euro per share, shows an increase of 2.5% compared with the same figure at December 31, 2023.

At June 30, 2024 the net financial position of Italmobiliare S.p.A. is positive, showing an increase of 27.9 million euro, going from 204.3 million euro at December 31, 2023 to 232.2 million euro at the end of June 2024.

Carlo Pesenti, CEO of Italmobiliare, declared “In a challenging context, due to the macroeconomic situation and the high prices of many raw materials, we closed a positive half-year, with growing revenues and EBITDA and good cash generation at an operating level for most of our investees. These results confirm the value of our diversified portfolio of Italian industrial excellence and the superb work that both the companies and the Holding are doing in supporting them in their growth and development path. In the second part of the year the focus of activity will still be on the organic development and international expansion of the main portfolio companies, also taking advantage of any opportunities for targeted M&A and add-on operations.”

A growth path, that of the Holding and the Group companies, which involves the full integration of ESG principles in all phases of the investment and in the business strategies of the individual companies in the portfolio, making sustainability a strategic lever for success. In particular, in these months the Group gave a further boost to decarbonisation guided by the methodological approach of the Science-Based Targets initiative (SBTi), which assists companies in implementing scientifically measurable mitigation steps with the aim of halving greenhouse gas emissions by 2030 and reaching net zero by 2050. “Italmobiliare's short-term emissions reduction targets have already been approved by SBTi, points out Laura Zanetti, Chair of Italmobiliare. With this first step and the mitigation measures already adopted, we have taken the first steps towards developing a net-zero strategy and are actively working to establish long-term objectives in line with the SBTi net-zero criteria. The furrow has been traced and all of the Portfolio Companies are moving in this direction, with the aim of adding a new and important element to the Group's sustainable strategy.

Comunication from Cemital Privital Aureliana

ACCELERATED BOOK-BUILDING PROCEDURE BY SHAREHOLDER CEMITAL PRIVITAL AURELIANA S.P.A.

Milan, June 12, 2024 – Following the request of the shareholder Cemital Privital Aureliana S.p.A. (“Cemital”), the text of the press release relating to the launch and closing of an accelerated bookbuilding procedure concerning the ordinary shares of Italmobiliare S.p.A., carried out by Cemital, is provided below.

Minutes of Shareholders' Meeting

Milan, May 14, 2024 – The minutes of the ordinary shareholders’ meeting held on April 23, 2024 is available at the Company’s registered office in Milan, Via Borgonuovo no. 20, on the authorized storage platform eMarket STORAGE (www.emarketstorage.com) and on the Company’s website www.italmobiliare.it, under the Governance/Shareholders’ Meetings section (https://www.italmobiliare.it/en/governance/shareholders-meeting). This notice will also be published tomorrow on daily newspapers.

The Group's consolidated revenue in Q1 has grown by 19.9%. Italmobiliare S.p.A. closes the period with NAV at 2,216.7 million euro and a positive nfp rising to 322.7 million euro

  • In the first quarter of the year, the Italmobiliare Group turned in positive trends thanks to the ongoing expansion of its activities. At a consolidated level, revenue comes to 166.2 million euro (+19.9% compared with the corresponding period of last year) with the gross operating profit increasing to 38.4 million.
  • Specifically, of the main industrial portfolio companies:
    • revenue is up by 8.4% to 83.7 million euro for Caffè Borbone, with very positive performances, especially in the Large-Scale Retail channel and the foreign market;
    • Officina Profumo-Farmaceutica di Santa Maria Novella has seen revenue grow by 16.7% to 11.8 million euro, thanks to good performances by direct retail and
      e-commerce;
    • Italgen's total energy production is on the rise, also compared to the five-year averages, with revenue of 14.3 million euro (+61.4%).
  • The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,216.7 million euro (2,201.4 million euro at December 31, 2023); the net performance is therefore positive for 15.3 million euro.
  • Italmobiliare S.p.A.'s net financial position at March 31, 2024 is positive and stands at 322.7 million euro, an increase of 118.4 million compared with 204.3 million euro of December 31, 2023, mainly due to the sale of the equity investment in AGN Energia.

Milan, May 13, 2024 - Today the Board of Directors of Italmobiliare S.p.A. approved the additional periodic financial information at March 31, 2024. During the first quarter of the year, the Italmobiliare Group recorded positive trends linked to the development and continuous improvement in the efficiency of the companies in its portfolio, especially of the companies operating in sectors where the Group is concentrating more resources, also with a view to developing genuine industrial platforms.

At a consolidated level, the Group's revenue and income stood at 166.2 million euro, an increase of 19.9% compared with the corresponding period of last year, mainly thanks to excellent performances by Caffè Borbone (+6.5 million euro), Italgen (+5.4 million euro), CDS - Casa della Salute (+4.9 million euro), Officina Profumo-Farmaceutica di Santa Maria Novella (+1.6 million euro) and Italmobiliare (+8.5 million euro, net of infragroup eliminations). The gross operating profit also grew to 38.4 million euro, as did the operating result, to 27.9 million.

The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,216.7 million euro (2,201.4 million euro at December 31, 2023); the net performance is therefore positive for 15.3 million euro. At March 31, 2024, the NAV per share (excluding treasury shares) is equal to 52.4 euro, with a slight increase from the equivalent figure at December 31, 2023.

Italmobiliare S.p.A.'s net financial position at March 31, 2024 is positive and stands at 322.7 million euro, up by 118.4 million compared with 204.3 million at December 31, 2023. Among the main outflows we would point out the increase in portfolio investments (-2.6 million euro) and general costs, taxes net of rebates and incentive plans (for a total of -8.0 million euro). These outflows were more than offset by the proceeds of selling AGN Energia (+100 million euro), the sale of Heidelberg Materials AG shares (+10.7 million euro), dividends received (+8.4 million euro) and the difference between private equity fund reimbursements and investments (+5.7 million euro). Lastly, cash management was positive, generating 4.1 million euro.

Performance of the Portfolio Companies

Looking at the pro-forma aggregate of the Industrial Portfolio Companies, revenue amounts to 331.4 million euro in the first quarter of the year, up by 7.8% on the first quarter of 2023. Gross operating profit comes to 26.9 million euro and is affected by ISEO, which had some contingent problems during the period with implementation of the new ERP system, and also by Tecnica Group, for which a recovery is expected in the second half of the year.

In the food sector, Caffè Borbone posted revenue of 83.7 million euro, up 8.4% compared with the same period last year. The performance of the Large-Scale Retail channel and the foreign market was excellent, up by 40%, in part thanks to the positive contribution of the American branch, which substantially doubled its turnover compared with last year. Gross operating profit comes to 19.2 million euro, down by 6.2% but still holding up if we consider the hefty rise in the price of Robusta coffee, which represents the bulk of the company's purchases. Excellent performance of Capitelli, which saw growth in both revenue (+4.3% to 5.9 million euro) and gross operating profit (+28.1% to 0.9 million). Callmewine had a decline in revenue compared with the previous year, but gross operating profit is stable thanks to greater efficiency in the management of fixed costs.

Officina Profumo-Farmaceutica di Santa Maria Novella closes the first quarter with revenue on the rise (+16.7% to 11.8 million), thanks to a good performance in the direct-to-consumer channel, which includes direct retail and e-commerce. Specifically, store results benefit on one hand from the change in scope following the inclusion of Japan; on the other, there has been like-for-like growth in own stores of 19%. Gross operating profit amounts to 1.1 million euro, down compared with the previous period mainly due to investments in the team and in the distribution channel.

CDS - Casa della Salute continues on its development path by inaugurating three new clinics during the period, bringing the total number of facilities between Liguria and Piedmont to 29. Revenue has risen to 15.3 million euro, up 47.4% compared with the same period of the previous year, also with reference to recent acquisitions, while the gross operating profit comes to 1.8 million euro, up 35.2%.

Italgen has posted total energy production rising to 87.7 GWh for the period, a result that essentially doubles the figure in the first quarter of 2023, which was particularly dry; it is also well up on the five-year average. The company's revenue comes to 14.3 million euro (+61.4%) with a gross operating profit of 6.9 million euro, an increase of 8.8 million compared with the same period last year.

In the outdoor sector, the Tecnica Group had a turnover of 90.9 million euro, a slight decrease on last year with a gross operating loss of 0.4 million euro, down on the same period of last year mainly due to a contraction in volumes during the first quarter and an increase in personnel costs. SIDI's revenue comes to 6.3 million euro, a decrease of 1.4 million euro on the same period last year, a result that does not yet do justice to the company's excellent order book for the current year. The company made a gross operating loss of 0.6 million euro.

ISEO has been experiencing some contingent problems related to the ongoing process of digitalisation, which on the one hand led to a sharp slowdown in turnover, which fell to 31.7 million despite the good order intake, and on the other to an increase in non-recurring costs to resolve the critical issues that emerged.

Bene Assicurazioni has given further impetus to its development path with premium income growing by 42% compared with the same period of last year, thanks also to a commercial agreement with a leading international insurance company and a positive performance across all classes.

Clessidra, a non-industrial Portfolio Company, is showing a positive intermediation margin of 9 million euro (7.4 million euro at March 31, 2023), an increase on the same period of 2023 due to higher net commissions from Clessidra Capital Credit SGR S.p.A. and Clessidra Factoring S.p.A.

Dividend for the financial year 2023

Milan, April 23, 2024 - The shareholders’ meeting of Italmobiliare S.p.A., held today in Milan, approved the distribution, for each share entitled, of a dividend of Euro 0.80 per share, gross of the withholdings required by law, and of an extraordinary dividend of Euro 2.20 per share, gross of the withholdings required by law. The dividend and the extraordinary dividend will be paid in one tranche on May 8, 2024.
Shares will be traded ex dividend on May 6, coupon no. 7; the record date will be May 7.
As required by current regulations, shareholders whose shares have not yet been dematerialized shall previously present their shares to an “Intermediary” for introduction into the centralized dematerialization management system.
This notice will be published tomorrow on daily newspapers.

The Shareholders’ Meeting approved the 2023 financial statements and distribution of the dividend

Milan, April 23, 2024 – The Shareholders' Meeting of Italmobiliare S.p.A. met today in the Assembly Room of Intesa Sanpaolo with participants representing 77,90% of the share capital.

The Shareholders' Meeting approved the 2023 financial statements, which closed with a profit of 51.6 million euros (33.5 in 2022) and a positive net financial position for the Parent Company of 204.3 million. The Shareholders' Meeting also approved the distribution of an ordinary dividend of 0.80 euro per share and an extraordinary dividend of 2.2 euros per share, paid out of the profit for the year for 51,577,083 euros and out of prior-year profits for 75,271,707 euros. The payment will take place in one tranche on May 8, 2024, going ex-coupon on May 6, 2024 (with a record date of May 7, 2024).

The Meeting also approved the remuneration policy for 2024 and voted in favour of the compensation paid to directors, statutory auditors and key management personnel in 2023.

The Shareholders also renewed for the next 18 months the authorisation to buy and sell treasury shares for the usual purposes governed by the law and therefore destined: to set up a portfolio of securities that could be used in place of financial resources, to carry out extraordinary corporate finance transactions or to implement compensation plans based on financial instruments that could be approved in the future; to carry out activities to stabilise and support the liquidity of the Italmobiliare stock, favouring regular trading, including securities lending to support third-party liquidity providers, market makers and specialists. The proposed authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the shares that currently make up the share capital) for a maximum outlay of Euro 35 million. The Company currently has 217,070 treasury shares in its portfolio, equal to 0.511% of the share capital.

The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with art. 144-bis, paragraph 1, letters b), and d-ter) of the Issuers Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by article 132 of the CLF, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to article 13 of (EU) regulation no. 596/2014 from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction.

Purchases will be made - in compliance with the conditions established in article 3 of the (EU) Delegated Regulation 2016/1052 of the Commission dated March 8, 2016 and other applicable rules - at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction.

The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, providing the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.

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