The ordinary and extraordinary shareholders meeting:

  • Approves the financial statements at December 31, 2019 and the net profit allocation;
  • Approves the Company's remunerations policy as per first section of the remuneration report pursuant to art. 123-ter, paragraphs 3-bis and 3-ter of the Italian Legislative Decree 24 February 1998, no. 58, and votes in favor of the second section of the remuneration report pursuant to art. 123-ter, paragraph 6, of the Italian Legislative Decree 24 February 1998, no. 58;
  • Renews the authorization the purchase and disposal of treasury shares;
  • Approves the amendments to article 7 of the Bylaws in force regarding voting rights increase;
  • Approves the amendments to articles 17 and 28 of the Bylaws in force regarding gender balance in the composition of the administrative and control bodies.
  • Expresses a negative vote on the proposals to approve the '2020-2022 Performance Share Plan' and on the related assignment to the Board of Directors of the delegation for capital increase to support the mentioned plan.

Cesena, 23 April 2020 - The ordinary and extraordinary shareholders' meeting of Technogym S.p.A. was convened today in a single call under the chairmanship of the Chairman and Chief Executive Officer Nerio Alessandri.

Technogym S.p.A. and Technogym Group Financial Statements - Net Profit allocation - Consolidated Corporate Social Responsibility Report

The ordinary Shareholders' Meeting approved the Financial Statements of Technogym S.p.A. at December 31, 2019 without amending the draft financial statements approved by the Board of Directors on March 17, 2020, made public pursuant to law. The overall amount of the net profit for the year 2019, equal to Euro 72,332,474.53 has been allocated to the retained earnings reserve. Furthermore, in view of the accounting effects that occurred during the year and to maintain a precise relationship between shareholders' equity item and the specific destination of the reserve, the ordinary Shareholders' Meeting approved to allocate a portion equal to Euro 4,474,833.06 of the retained earnings as follows: (i) to extraordinary reserve for Euro 4,614,133.29; (ii) the profits on exchange rate reserve of Euro 139,300.23, which has been released with the cancellation of the net positive differences on exchange rates at the end of the year, to retained earnings reserve. Finally, the Shareholders' Meeting approved to allocate a portion of the reserve for the adoption of IAS equal to Euro 12,256.61 to retained earnings reserve.

During the Shareholders' Meeting the 2019 Consolidated Annual Report was also presented with Consolidated revenues of Euro 668,931,120.33 and with a Consolidated Net Profit of Euro 83,204,313.14.

The ordinary Shareholders' Meeting also discussed the 2019 Corporate Social Responsibility Report prepared according to Italian Legislative Decree n. 254/2016. The mentioned Report was prepared separately from the Annual Report.

Report on remuneration

After the examination of the first section of the report on remuneration policy and compensation paid drawn up pursuant to applicable laws, the ordinary Shareholders' Meeting: (i) approved the remuneration policy of the Company for year 2020 included in the first section, pursuant to Article 123-ter, paragraph 3-bis and 3-ter, of Legislative Decree No. 58 of February 24, 1998 ('TUF'); (ii) voted in favor of the remunerations paid in 2019 as specified in second section pursuant to Article 123-ter, paragraph 6, TUF.

Authorization to purchase and dispose of treasury shares

Following the cancellation of the previous Shareholders' Meeting resolution adopted on May 8, 2019, the ordinary Shareholders' Meeting renewed the authorization to purchase and dispose of treasury shares up to a maximum number of 20,000,000 (twenty million) of Technogym's ordinary shares with regard to shares held both directly and those held by subsidiaries and, in any case, within the limits permitted by article 2357, paragraphs 1 and 3, of the Italian Civil Code, and after obtaining adequate financial coverage compatible with the future programs, investments and contractual obligations of the Company.

The authorization has been approved pursuant to applicable laws for a period up to 18 months and according to the terms and conditions included in the explanatory report presented by the Board of Directors and available on Company's website (http://corporate.technogym.com), in 'Governance/Shraeholders' Meeting' section and on the authorized the authorized 'eMarket STORAGE' mechanism available at the address www.emarketstorage.com.

It is worth noting that as of the beginning of the Shareholders' Meeting the Company did not own treasury shares.

Amendment to article 7 of the Bylaws in force regarding voting rights increase

The extraordinary Shareholders' Meeting approved the amendments to the article 7 of the Bylaws in force regarding voting rights increase according to the recommendations contained in the Consob communication n. 0214548 dated 18 April 019. The mentioned communication deemed incompatible with the regulatory framework about increased voting rights the chance for the shareholder to define the date from which the increased voting rights could be assigned, based only on its own communication.

Amendment to articles 17 and 28 of the Bylaws in force regarding gender balance in the composition of the administrative and control bodies

The extraordinary Shareholders' Meeting approved the amendments to articles 17 and 28 of the Bylaws in force regarding voting rights increase regarding gender balance in the composition of the administrative and control bodies. The amendments are required as a consequence of the entry into force of the Law n. 160 dated 27 December 2019.

2020-2022 Performance Shares Plan and related assignment to the Board of Directors of the delegation for capital increase to support the plan.

The ordinary Shareholders' Meeting expressed a negative vote on the proposal to approve the '2020-2022 Performance Share Plan'. Therefore, consistently with the decision to avoid the approval of the '2020-2022 Performance Shares Plan', the extraordinary Shareholders' Meeting decided to avoid the assignment to the Board of Directors of the delegation for capital increase to support the mentioned plan pursuant to Article 2349 of the Italian Civil Code.

Other information

The minutes of the ordinary and extraordinary Shareholders' Meeting held on 23 April 2020 will be made available to the public at the registered office and published on the Company's website www.technogym.com in the 'Investor Relations/Governance/Shareholders' Meeting' Section and on the authorized 'eMarket STORAGE' mechanism available at the address www.emarketstorage.com within the timeframes established by applicable regulations.

The summary record of the votes will be made available on the Company's website pursuant to Article 125-quater of the TUF within five days of the date of the Shareholders' Meeting.

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Technogym S.p.A. published this content on 23 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2020 13:12:07 UTC