Milan, December 11, 2023 - Italmobiliare S.p.A. announces its annual calendar of corporate events for 2024.

BOARD OF DIRECTORS’ MEETINGS

• March 7, 2024 draft of statutory financial statements and consolidated financial statements 2023
• May 13, 2024 quarterly financial disclosure at 31 March 2024
• July 31, 2024 half year financial results at 30 June 2024
• November 12, 2024 quarterly financial disclosure at 30 September 2024

SHAREHOLDERS’ MEETING

April 23, 2024 approval of the 2024 statutory financial statements (single call)

DEVELOPMENT OF THE ITALMOBILIARE GROUP CONTINUES: GROWTH AT A CONSOLIDATED LEVEL IN BOTH REVENUE (+14.1%) AND EBITDA (+50%)

• During the first nine months of the year the Group has seen positive trends linked to the path of development and greater efficiency being followed by the main Portfolio Companies. Consolidated revenue stands at 418.5 million euro (+14.1%) and EBITDA is up by 50% to 66.7 million.
• At an aggregate level, there has been growth in the revenue (1,427 million euro, +2%) and EBITDA (178.9 million, +11.2%) of the industrial Portfolio Companies. Specifically:
  • The development of Caffè Borbone continues – mainly due to the significant growth of large-scale retail trade and the digital channel – with revenue and EBITDA rising to 221.2 million euro (+14.7%) and 58.3 million (+21%) respectively;
  • An excellent performance on the part of Officina Profumo-Farmaceutica di Santa Maria Novella – mainly due to the success of the new product launches and an excellent performance on the part of the retail channel – with an increase in revenue of 19.9% to 37.5 million and EBITDA (+30.4%).
  • Increase in revenue and EBITDA at CDS–Casa della Salute, which in the first nine months of the year opened four new clinics and completed two acquisitions, and at Italgen, thanks to higher rainfall, the entry into operation of the new photovoltaic systems and the elimination of the price cap from the beginning of July 2023.
  • In a challenging market context, with falling consumption and higher meat prices, Capitelli has managed to increase both its revenue (+15.7%) and EBITDA (+22.3%).
• At September 30, 2023, the Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,068.6 million euro (2,029.1 million euro at December 31, 2022); considering the distribution of 29.5 million euro of dividends during the first half of the year, the net performance is positive for 69.0 million euro.
• The NAV per share (excluding treasury shares) is equal to 48.9 euro and, considering the distribution of dividends of 0.7 euro per share, shows an increase of 3.4% compared with the same figure at December 31, 2022.
• At September 30, 2023 the net financial position of Italmobiliare S.p.A. is positive showing an increase of 2.5 million euro, going from 151.5 million euro at December 31, 2022 to 154.0 million euro.
• The definition of the decarbonisation objectives for 2030 is currently underway and will be sent to the team of experts at the Science Based Target initiative for validation by the end of the year: with different methods and according to the challenging protocols that are envisaged, the objectives involve over 70% of the Net Asset Value and almost 100% of the Group's carbon footprint.

Milan, November 9, 2023 – The Board of Directors of Italmobiliare S.p.A. today approved the results for the nine months ending September 30, 2023.

During the first nine months of the year, the Italmobiliare Group has turned in positive trends linked to the development and continuous improvement in the efficiency of the Portfolio Companies. The Group's consolidated revenue comes to 418.5 million euro, up 14.1% compared with the same period of 2022, mainly due to the positive contribution of Caffè Borbone, Casa della Salute and Officina Profumo-Farmaceutica di Santa Maria Novella, as well as the inclusion of SIDI Sport in the scope of consolidation. The gross operating profit (66.7 million euro) is up by 50% compared with the same period last year, mainly thanks to excellent performances on the part of Caffè Borbone, Officina Profumo-Farmaceutica di Santa Maria Novella and Italgen.

On the ESG front, the Group is further refining its decarbonisation strategy. Last March, membership of the Science Based Targets initiative was formalised, when Italmobiliare took a commitment to set and pursue short- and long-term objectives for the reduction of greenhouse gas emissions in line with the net-zero scenario. The final phase of defining the decarbonisation objectives for 2030 is underway and will be sent to a team of experts at the Science Based Target initiative for validation by the end of the year: with different methods and according to the challenging protocols that are envisaged, the objectives involve over 70% of the Net Asset Value and almost 100% of the Group's carbon footprint.

Looking at the pro-forma aggregate of the industrial Portfolio Companies, revenue has risen to 1,427 million euro (+2%). If we normalise the inclusion of SIDI, which only joined the Group at the end of 2022, and the drop in AGN's revenues, which did not have a direct impact on the company's profitability and which is attributable to the contraction in energy prices, revenues are up by 7.7%. The aggregate gross operating profit grew by 11.2%, reaching 178.9 million euro.

With particular reference to the performance of the Portfolio Companies, the excellent results achieved by Caffè Borbone and Capitelli in the food sector deserve to be highlighted. Caffè Borbone closed the period with revenue of 221.2 million euro, up by 14.7%, and EBITDA of 58.3 million (+21%). Capitelli has boosted its revenue to 16.4 million euro (+15.7%) with volumes up by 8%, in contrast to the Italian cured meats market which is experiencing a decline of 4.5% (source ISMEA). EBITDA increased by 22.3% despite the sharp increase in raw material prices. Callmewine's revenue is down on last year, mainly because the market is returning to normal after the boom that followed the outbreak of the pandemic.

Officina Profumo-Farmaceutica di Santa Maria Novella has closed the first three quarters of the year with revenue up by 19.9% compared with the same period last year. If we normalise the effect of non-recurring expenses, EBITDA comes to 10 million euro, up by 39% compared with last year.

CDS-Casa della Salute continues its expansion path, with the opening of four new clinics and two acquisitions. Revenue increased significantly (+26.8%), EBITDA grew by 11%, despite the non-recurring costs linked to development initiatives.

In the energy sector, there was a good performance by Italgen, which in the third quarter recovered from a difficult start to the year due to the ongoing drought. It closed the first nine months with EBITDA double what it was the previous year, even if it is still lower than historical averages. AGN Energia has seen revenue on the decline (-11.8%), influenced by the trend in energy prices, and EBITDA on the rise (+24.5%), thanks to the excellent unit margins recorded in the various businesses, even if influenced by the capital gain generated by the sale of the bottled gas business.

In the outdoor sector, the Tecnica Group is showing results in line with the first nine months of last year with revenue of 356.6 million euro; LOWA and Moon Boot performed particularly well. SIDI, which joined the Group at the end of 2022, closed the first nine months with revenue of 16.4 million euro, in a market that is suffering from a significant slowdown in consumption after the extraordinary growth during the pandemic, especially in the bike segment.

ISEO has ended the period with revenue essentially stable and a lower gross operating profit, mainly due to an increase in fixed costs attributable to the marketing of the electronic business and the company's digitisation. Bene Assicurazioni recorded an increase in premiums of 31.6% on last year, exceeding the expectations of the ambitious budget for 2023.

Lastly, Clessidra Holding, a non-industrial Portfolio Company, developed as a multi-asset portfolio in the management of alternative investments, posted revenue of around 27.6 million and EBITDA of 8.5 million.

At September 30, 2023, the Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, is equal to 2,068.6 million euro (2,029.1 million euro at December 31, 2022); considering the distribution of 29.5 million euro of dividends during the first half of the year, the net performance is positive for 69.0 million euro. The NAV per share (excluding treasury shares) is equal to 48.9 euro and, in consideration of the distribution of dividends of 0.7 euro per share, shows an increase of 3.4% compared with the same figure at December 31, 2022.

At September 30, 2023 the net financial position of Italmobiliare S.p.A. is positive, showing an increase of 2.5 million euro, going from 151.5 million euro at December 31, 2022 to 154.0 million euro; this has been allocated 50% to the Vontobel Fund, a multi-asset portfolio with a conservative risk profile in line with the Company's investment policies. Among the main outflows are investments in private equity funds, net of redemptions
(-17.5 million euro), other investments (-16.3 million euro) and overheads, taxes and incentive plans (-37.0 million euro). These outflows were partially offset by the sales of HeidelbergCement AG and other equity investments (+36.6 million euro), the repayment of capital by Sirap Gema and FT2 (+16.0 million euro) and the positive net flow between payment of the ordinary dividend and dividends received (+13.8 million euro). Lastly, cash management was positive, generating 5.7 million euro.

Events after the reporting date

On October 19, 2023, Florence InvestCo S.r.l., in which Italmobiliare held a 13.98% stake, was sold to Permira. Italmobiliare was part of the shareholding structure of the Florence Group from the start. It was created with the aim of aggregating Italian industrial excellence in the sector of luxury textile manufacturing on behalf of third parties. On completion of the sale, Italmobiliare received 78.2 million euro, versus an investment of 30.7 million euro, giving an MoM return of 2.5% and an IRR of 51.2%.

For more information

Italmobiliare

Media Relations: Tel +39 0229024313 | e-mail: comunicazione@italmobiliare.it

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The presentation for the financial community, updated with the results at September 30, 2023, will be made available today on the Company's website in the Investor/Presentations section

Milan, October 19, 2023 – The sale of Florence InvestCo S.r.l. to Permira was completed today. Florence InvestCo Srl, in which Italmobiliare had a 13.98% interest, is the majority shareholder of Gruppo Florence S.p.A.

Italmobiliare was part of the shareholding structure of Gruppo Florence from the start. It was created with the aim of aggregating Italian industrial excellence in the sector of luxury textile manufacturing on behalf of third parties. On completion of the sale, Italmobiliare received Euro 78.2 million.

“Gruppo Florence is an outstanding project. We very proudly contributed to its launch and development, thus creating in just few years a leading player of textile manufacturing with exceptional development opportunities that the new shareholder will undoubtedly be able to grasp” declared Carlo Pesenti, Chief Executive Officer of Italmobiliare.

Milan, August 4, 2023 - Italmobiliare S.p.A. announces that the Interim Report at June 30, 2023, 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).

REVENUE AND EBITDA OF INDUSTRIAL PORTFOLIO COMPANIES BOTH UP. NAV IS UP, AFTER PAYING DIVIDENDS

• During the first half of the year, despite the ongoing uncertainty and a series of critical issues, the Group turned in positive trends thanks to continuing development and various measures to optimised operations. Group turnover is up by 11.6%, coming in at 285 million euro.
• The Industrial Portfolio Companies recorded growth in revenue (949.8 million, +5.1%) and EBITDA (99.8 million, +11.7%), in particular:
  • Caffè Borbone closes the half-year with a significant increase in revenue (153.7 million, +14.7%) and EBITDA (41.1 million, +21.2%);
  • the development of Officina Profumo-Farmaceutica di Santa Maria Novella continues, with revenue increasing to 23.7 million (+21.5%);
  • CDS–Casa della Salute reaches the milestone of 20 clinics, with revenue growing by 26% to 20.9 million euro;
  • Capitelli's revenue (11.3 million, +16.3%) and EBITDA (1.7 million, +5.5%) have increased.
• The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,064.8 million euro (2,029.1 million euro at December 31, 2022); considering the distribution of 29.5 million euro of dividends during the first half of the year, the net performance is positive for 65.2 million euro.
• The NAV per share (excluding treasury shares) is equal to 48.8 euro and, in consideration of the distribution of dividends of 0.7 euro per share, shows an increase of 3.2% compared with the same figure at December 31, 2022.
• The net financial position of Italmobiliare S.p.A. is positive and has increased by 10.1 million euro, going from 151.5 million euro at December 31, 2022 to 161.6 million euro at the end of June 2023.
• In May, the signing of an agreement was announced for the sale of Florence InvestCo S.r.l., the company that holds a majority stake in Gruppo Florence S.p.A. Italmobiliare, which holds a 13.98% stake in Florence InvestCo S.r.l., expects to realise around 75 million euro for this sale.
• In the first half of 2023 all the Portfolio Companies completed their adhesion to the UN Global Compact. Furthermore, Italgen and Casa della Salute have started the transformation process into B Corp.

Milan, July 28, 2023 – Italmobiliare's Board of Directors has reviewed and approved the interim report at June 30, 2023.

At the end of the half year, the Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, amounted to 2,064.8 million euro, up from 2,029.1 million euro at December 31, 2022; considering the distribution of 29.5 million euro of dividends during the half-year, the net performance is positive for 65.2 million euro. The increase in the Net Asset Value of 36 million euro is mainly due to the positive performance of the Portfolio Companies for 56.7 million euro, relating in particular to Caffè Borbone and Officina Profumo-Farmaceutica di Santa Maria Novella, and of the Other Equity Investments for 40.4 million euro, in particular Florence InvestCo and HeidelbergCement, partially offset by the distribution of dividends for 29.5 million euro and overheads, taxes and incentive plans for 30 million euro. NAV per share (excluding treasury shares) is equal to 48.8 euro and, in consideration of the distribution of dividends of 0.7 euro per share, shows an increase of 3.2% compared with the same figure at December 31, 2022.

Carlo Pesenti, Chief Executive Officer of Italmobiliare, stated “The good results achieved in the first half of the year, combined with the increase in NAV, confirm both the quality of the portfolio companies and the ability of our managers, both at the holding company and at the investees, to create value even in a particularly challenging context, like the one we are going through at present. Our goal is to continue this process of development in the second half as well, with a view to reaching the ambitious targets of sustainable growth that we have set ourselves. In this regard, I would like to point out that, following the commitment taken by Italmobiliare in 2020, in the first half of 2023 all the Portfolio Companies completed their adhesion to the UN Global Compact, the world’s largest corporate sustainability initiative. Furthermore, Italgen and Casa della Salute have started the transformation process into B Corp, in recognition of their sustainable business model.”

Looking at the pro-forma aggregate of the Industrial Portfolio Companies, revenue amounts to 949.8 million euro, up by 5.1% on the first half of 2022; the increase is essentially unchanged if we normalise the figures for the inclusion of SIDI in the first half and the drop in AGN's revenue due to the contraction in energy prices, though this did not have a direct impact on the company's profitability. The EBITDA of the Industrial Portfolio Companies amounted to 99.8 million euro, up by 11.7% compared with the same period of the previous year, driven by the good performances of Caffè Borbone and AGN Energia. Gross of dividends paid in the period for 61.6 million euro and the non-recurring transactions, overall free cash flow for the first half was negative for 0.9 million euro. This result is more than explained by the investments made during the period, amounting to 62.1 million euro. In particular, the good cash flow generated by Caffè Borbone and AGN Energia should be highlighted.

On May 25, 2023, the signing of an agreement was announced for the sale to Permira of Florence InvestCo S.r.l., a company that holds a majority stake in Gruppo Florence S.p.A. and in which Italmobiliare holds 13.98%. Italmobiliare has been a shareholder in Florence S.p.A. since the start of this initiative, born with the aim of aggregating Italian industrial excellence in the subcontracting of luxury textile manufacturing. It is estimated that Italmobiliare should realize around 75 million euro as a result of the sale, net of transaction costs and top management bonuses.

At June 30, 2023 the net financial position of Italmobiliare S.p.A. is showing an increase of 10.1 million euro, going from 151.5 million euro at December 31, 2022 to 161.6 million euro at the end of June 2023.

Milan, May 25, 2023 – The signing of an agreement for the sale of Florence InvestCo S.r.l. to Permira has been announced today. Florence InvestCo S.r.l. - in which Italmobiliare has an equity interest of 13.98% - holds a majority stake of the capital of Gruppo Florence S.p.A.
Italmobiliare has been a shareholder in Florence since the start of this initiative - born with the aim of aggregating Italian industrial excellence in the subcontracting of luxury textile manufacturing - and is expected to realize around 78 million euro as a result of the sale, net of transaction costs and top management bonuses. 
“Florence is an outstanding project. We very proudly contributed to its launch and development, thus creating in just few years a leading player of textile manufacturing with exceptional development opportunities that the new shareholder will undoubtedly be able to grasp” declared Carlo Pesenti, Chief Executive Officer of Italmobiliare.

The minutes of the ordinary shareholders’ meeting held on April 27, 2023 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).

Consolidated turnover in the first quarter up by 6.4%

• In the first quarter of the year, in a context that featured a series of critical issues, both extraordinary and prolonged, the Group has been recording positive trends by continuing its path of efficiency-raising and development of the various businesses. Consolidated turnover in the first quarter (138.5 million euro) has gone up by 6.4%.
• Specifically, of the main industrial portfolio companies:
  • the revenue of Caffè Borbone has grown significantly to 77.2 million euro (+16.3%);
  • Officina Profumo-Farmaceutica di Santa Maria Novella is showing revenue that is up by 7.9% to 10.2 million euro;
  • Casa della Salute (CDS) is continuing to grow, with revenue of 10.4 million euro, an increase of 23.5% compared with the same period of last year.
• The consolidated gross operating profit (EBITDA) has decreased from 29.8 million to 7.6 million euro, mainly due to the reduction in the margins of Italmobiliare S.p.A., which in the first quarter of 2022 benefited from the extraordinary distribution of dividends essentially linked to the disposal of the investment in Sirap and the early distribution of dividends by Capitelli and Italgen.
• The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,029.6 million euro (2,029.1 million euro at December 31, 2022).
• The net financial position of Italmobiliare S.p.A. is positive, going from 151.5 million euro at December 31, 2022 to 146.5 million euro at the end of March 2023, mainly because of investments in portfolio equity investments.

Milan, May 10, 2023 - Today the Board of Directors of Italmobiliare S.p.A. approved the additional periodic financial report at March 31, 2023.

In a context of prolonged uncertainty of extraordinary significance, Italmobiliare confirms its strategy focused on proactive risk management, implementation of transformational evolution paths along guidelines of efficiency and sustainability and constant operational and strategic support for its subsidiaries to face up to the challenges of a complex scenario. An approach that has made it possible to achieve good results in terms of resilience and responsiveness in the management of the portfolio companies.

In the light of this scenario, the consolidated revenue and income of the Italmobiliare Group in the first quarter of 2023, equal to 138.5 million euro, recorded an increase of 8.3 million euro (+6.4%) compared with the corresponding period of last year, mainly thanks to Caffè Borbone (+10.8 million euro) and SIDI (+7.7 million euro). The gross operating profit is down (to 7.6 million euro) as is the operating result (-0.9 million euro), mainly due to the reduction in the margins of Italmobiliare S.p.A. (which in the first quarter of 2022 benefited from the extraordinary distribution of dividends essentially linked to the disposal of the investment in Sirap and the early distribution of dividends by Capitelli and Italgen).

Performance of the industrial sectors of activity. In the first quarter of the year, the industrial portfolio companies posted aggregate revenue of 522.2 million euro, +6.3% on Q1 2022. The portfolio companies in the food sector have registered the excellent performance by Caffè Borbone which – despite comparison with a very good Q1 2022 – has seen revenue rise (+16.3%), driven by an excellent performance on the part of the digital channel and by the specialist stores, while the gross operating profit has gone up (+20.2%), even though the context continues to be very challenging because of high raw material prices. Capitelli has also done well, with revenue up by 15.5%, while the gross operating profit has been penalised by the huge rise in the cost of raw material. In 2022 Callmewine benefited from the higher domestic consumption of wine during Covid lockdowns; this year revenue is down, while gross operating result, even if negative, has improved thanks to the increased focus on profit margins.

In the energy sector, Italgen – with a turnover of 8.9 million euro, in line with Q1 2022 – was hit by a severe drought during the period, with production 40% lower than the historical average, and the impact of the Sostegni Ter and Price Cap regulations. AGN Energia has closed the period with revenue holding up compared with the previous year at 214.8 million euro, despite the drop in retail volumes due to higher temperatures versus the historical average.

In the outdoor sector, Tecnica Group has turned in substantially stable revenue compared with the same period of the previous year (94.1 million euro). However, the quarterly result does not fully reflect the growth expectations for the current year, which to date has a good order backlog. SIDI, which has been within the Italmobiliare scope of consolidation since October 25, 2022, closed the period with revenue in line with expectations (7.7 million euro), despite the physiological slowdown in demand after the extraordinary growth in consumption due to the pandemic.

Officina Profumo-Farmaceutica di Santa Maria Novella is reporting revenue growth of 7.9% compared with Q1 2022, thanks above all to a good performance by the retail side of the business with sales volumes bouncing back, having been penalised during the pandemic, and to the contribution made by the new points of sale opened in Italy and abroad. Current investments to support the business are cutting into margins, which are on the decline.

Casa della Salute (CDS) is continuing to grow with revenue well up by 23.5% compared with the same period of last year. This increase is even higher (+31%) if we normalise the effect of Covid which had a positive impact on Q1 2022 revenue. Confirming CDS's process of growth during the quarter the company also concluded its first acquisition transaction.

Iseo's revenue is more or less constant, with EBITDA down, partly due to the growth in commercial costs to support the development of the electronic business and IT costs involved in the company's process of digitisation.

Bene Assicurazioni is continuing to grow, with a 33,6% increase in premium income compared with Q1 2022.

Performance of the financial sector. Clessidra, a non-industrial portfolio company, shows a brokerage margin substantially in line with the previous year, while the gross operating margin has decreased, mainly due to higher fixed costs.

The Net Asset Value of Italmobiliare S.p.A., excluding treasury shares, comes to 2,029.6 million euro (2,029.1 million euro at December 31, 2022); the net performance is therefore positive for 0.5 million euro. At March 31, 2023, the NAV per share (excluding treasury shares) is equal to 48.0 euro, with no change from the equivalent figure at December 31, 2022.

The net financial position of Italmobiliare S.p.A. is positive, going from 151.5 million euro at December 31, 2022 to 146.5 million euro at the end of March 2023. The main flows include net investments in private equity funds (-1.9 million euro), investments in portfolio equity investments (-7.5 million euro) and payments of income tax (-1.2 million euro), partially offset by the sale of shares in HeidelbergCement (+6.5 million euro).

At today's meeting, the Board of Directors also adopted the Regulations for the long-term incentive plan 'Italmobiliare 2023-2025 phantom stock grant plan' approved by the shareholders' meeting on April 27 and approved the allocation in favour of the Chief Executive Officer-Chief Operating Officer, the key managers and certain other managers of the Company. Detailed information on the assignment of the Plan will be published in accordance with art. 84-bis, paragraph 5, of CONSOB's Issuers Regulations.

The Board of Directors, following the appointment of directors and statutory auditors resolved by the shareholders’meeting on April 27, 2023, has checked that the integrity and professional requirements established by law are met for corporate representatives of legal persons who hold qualified shareholdings in companies in the financial and insurance sector.

The presentation for the financial community, updated with the results at March 31, 2023, will be made available on the Company's website in the Investor/Presentations section (https://www.italmobiliare.it/en/investor/presentations) by May 10.

Milan, April 27, 2023 - The shareholders’ meeting of Italmobiliare S.p.A., held today in Milan, approved the distribution, for each share entitled, of a dividend of euro 0.70, gross of the withholdings required by law. The dividend will be paid on May 10, 2023. Shares will be traded ex dividend on May 8, coupon no. 6; the record date will be May 9.

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.

At its first meeting, the Board of Directors confirmed Laura Zanetti as Chairman and Carlo Pesenti as Chief Executive Officer-Chief Operating Officer..

Milan, April 27, 2023 – The Shareholders' Meeting of Italmobiliare S.p.A. met today – with a quorum representing 80.65% of the share capital – and elected the Company's new Board of Directors and new Board of Statutory Auditors who will remain in office for three years (until approval of the 2025 financial statements). The new Board, made up of 12 directors, consists of Laura Zanetti, Carlo Pesenti, Livio Strazzera, Giorgio Bonomi, Luca Minoli, Roberto Pesenti, Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella (elected from the slate presented by CFN Generale Fiduciaria S.p.A. which obtained 85.17% of the votes of the share capital represented at the Meeting) and by Marco Cipelletti (representative of the slate presented by a group of shareholders consisting of institutional investors, which obtained 12.37% of the votes of the share capital represented at the Meeting).

The Board of Statutory Auditors was also appointed with Pierluigi De Biasi as the Chairman (from the minority list presented by a group of shareholders consisting of institutional investors, which obtained 12.37% of the votes of the share capital represented at the Meeting), Gabriele Villa and Antonia Di Bella (from the list presented by CFN Generale Fiduciaria S.p.A., which obtained 85.17% of the votes of the share capital represented at the Meeting) as Standing Auditors, and Michele Casò and Maria Maddalena Gnudi (from the list presented by CFN Generale Fiduciaria S.p.A.), and Maria Francesca Talamonti (from the minority list presented by a group of shareholders consisting of institutional investors as Alternate Auditors.

The Meeting also approved the 2022 financial statements – which closed with a profit of Euro 33.5 million (53.1 in 2021) and which show a positive net financial position for the Parent Company of Euro 151.5 million – and the distribution of a dividend of 0.70 euro per share, paid out of the profit for the year, for a total of Euro 29,598,051. The dividend will be paid on May 10, 2023, going ex-coupon on May 8, 2023 (with a record date of May 9, 2023).

The Meeting resolved to give each Director a basic remuneration of Euro 40,000 per year, as well as an attendance fee of Euro 3,000 for each committee meeting attended. A fee of Euro 75,000 was also approved for the Chairman of the Board of Statutory Auditors and Euro 60,000 for each Standing Auditor. The Meeting also approved the remuneration policy for 2023 and voted in favour of the remuneration paid to directors, statutory auditors and key management personnel in 2022.

2023-2025 ITALMOBILIARE PHANTOM STOCK GRANT PLAN

Pursuant to art. 114-bis of the Consolidated Law on Finance (CLF), the Shareholders' Meeting also approved the adoption of a new long-term incentive plan – the “Italmobiliare 2023-2025 Phantom Stock Grant" – reserved for the Chief Executive Officer-Chief Operating Officer, key management personnel of the Company and other managers chosen by the Chief Executive Officer-Chief Operating Officer. The incentive plan, which will be implemented by the Board appointed today, will be aimed at further aligning the interests of management and those of the shareholders; supporting the achievement of medium-long term corporate strategic objectives; ensuring a high level of attraction and retention of key resources, offering remuneration packages aligned with market practices. The Plan provides for the assignment of a specific number of rights to receive "Phantom Stocks" linked to the value of Italmobiliare's shares at the end of the three-year vesting period, depending on the achievement of the following performance objectives: Net Asset Value per share, with an 80% weight; ESG performance as assessed by the main specialist rating agencies (CDP, Sustainalytics, S&P), with a 20% weight. The payout of the plan will be in cash and will therefore depend on the number of "Phantom Stock" accrued (based on the performance indicators) and the value of the Italmobiliare stock, based on the stock market performance. A detailed description of the purposes and characteristics of the Plan is contained in the Information Document prepared pursuant to art. 114-bis of the CLF and art. 84-bis of the Issuers Regulation, published on the Company's website in the “Governance/Shareholders' Meeting" section.

AUTHORISATION TO BUY AND SELL TREASURY SHARES

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 may 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 30 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.

APPOINTMENT OF THE CHAIRMAN, DEPUTY CHAIRMAN AND CHIEF EXECUTIVE OFFICER

At the end of the Shareholders' Meeting, the Board of Directors met and confirmed Laura Zanetti as Chairman, Livio Strazzera as Deputy Chairman and Carlo Pesenti as Chief Executive Officer-Chief Operating Officer. The Board of Directors, on the basis of the declarations made by the Directors and the information available to the Company, ascertained and confirmed, in line with what was certified when the slates were filed, that the independence requirements pursuant to the CLF were met in the case of the Directors Laura Zanetti, Livio Strazzera, Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella, Marco Cipelletti, and that the independence requirements pursuant to the CLF and the Corporate Governance Code were met in the case of Mirja Cartia d’Asero, Chiara Palmieri, Pietro Ruffini, Elsa Fornero, Valentina Casella, Marco Cipelletti. The Board of Statutory Auditors checked that the criteria and procedures adopted by the Board of Directors to ascertain its members' independence were applied correctly. The Board of Statutory Auditors also checked that the independence requirements were met in the case of its members, confirming what was declared by each member at the time the slates were filed.

The Board of Directors has also verified that the Directors and Statutory Auditors meet the requirements to hold office in an Issuer. A forthcoming meeting will check that the integrity and professional requirements established by law are met for corporate representatives of legal persons who hold qualified shareholdings in companies in the financial and insurance sector.

Lastly, the following committees were set up for the three-year period 2023-2025: the Remuneration and Nominations Committee (consisting of Chiara Palmieri – Chairman – Valentina Casella and Marco Cipelletti, who all have specific expertise in financial matters or remuneration policies), the Control and Risk Committee (consisting of Mirja Cartia d’Asero – Chairman – Giorgio Bonomi and Chiara Palmieri, who all have specific expertise in the field of risk management), the Committee for Sustainability and Social Responsibility (consisting of Carlo Pesenti – Chairman – Laura Zanetti, Mirja Cartia d’Asero, Elsa Fornero and Pietro Ruffini), the Committee for Transactions with Related Parties (consisting of Valentina Casella – Chairman – Mirja Cartia d’Asero and Elsa Fornero).

Directors Roberto Pesenti and Pietro Ruffini and statutory auditor Antonia Di Bella declared that they do not own Company’s shares. For the other directors and auditors appointed today, already holding the office in the previous term, please make reference to the information already made available to the public according to the current dispositions of law (https://www.italmobiliare.it/en/governance/internal-dealing-filing-models) and to the ‘Report on remuneration policy in 2023 and compensation paid in 2022’ ( https://www.italmobiliare.it/en/governance/remunerations/remuneration-reports)

The curriculum vitae of each Director and Statutory Auditor, as well as the information on which slates they belonged to, are available on www.italmobiliare.it in the “Governance/Shareholders' Meeting” section.