ITWAY: The BoD of Itway Group approves the Interim Operation Report on 31 March 2023
May 12, 2023PRESS RELEASE – ITWAY GROUP: PARTNER FOR ITALY, GREECE AND TURKEY FOR RISKRECON, A MASTERCARD COMPANY, FOR MANAGED SERVICES IN THE FIELD OF THIRD PART RISK MANAGEMENT. EXPECTED ADDITIONAL REVENUES IN 3 YEARS EURO 6MLN
June 30, 2023ITWAY ORDINARY SHAREHOLDERS MEETING
- Financial statements at December 31, 2022 approved, loss of Euro 409 thousand carried forward
- Approved the remuneration policy for financial year 2023 described in the first section of the report on the remuneration policy and remuneration paid and expressed a favourable opinion on the second section of the same concerning the remuneration paid in the financial year 2022 or relating to it
- Members of the Board of Directors appointed for the three-year period 2023-2025
- Members of the Board of Statutory Auditors appointed for the three-year period 2023-2025
Ravenna, 16 May 2023 – The Shareholders Meeting of Itway SpA – the operating parent company active in the IT, Cyber Security, AI and Big Data sector, listed on the Euronext Milan market – which met today under the chairmanship of G. Andrea Farina, resolved on the following items on the agenda:
1) Approval of the financial statements at 31 December 2022 and allocation of the result for the year
The Itway Shareholders Meeting approved the Company financial statements for the year ended December 31, 2022 as well as the proposal of the Board of Directors to carry forward the loss of Euro 409 thousand.
In 2022, the Company’s revenues increased (Y/Y) in volume terms by approximately 25.5%, while the gross operating result (Ebitda) amounted to Euro -215 thousand (Euro 486 thousand in 2021). The result was influenced by an extraordinary provision to the provision for bad debts for Euro 1,600 thousand and other operating income of Euro 1,300 thousand relating to the closure of debt positions no longer due. As a result, the operating result (EBIT) also decreased from Euro 142 thousand to Euro -540 thousand, while the Net Result decreased from Euro 1,306 thousand to Euro -409 thousand. The latter is affected, for Euro 1,831 thousand, by the disposal of three shareholdings: Itway Iberica S.L., Inebula S.r.l. and BE Innova S.r.l.
The net financial position (NFP) of the Company at 31 December 2022, down by approximately Euro 1,666 thousand compared to December 31, 2021 and includes a loan received from 4Science of Euro 1,807 thousand at the end of the year.
2) Resolutions relating to the report on the remuneration policy and remuneration paid pursuant to article 123-ter of Legislative Decree 58/1998 (the “TUF”) and art. 84-quarter of Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”)
The Shareholders’ Meeting resolved to approve, pursuant to and for the purposes of the provisions of art. 123‐ter, paragraphs 3‐bis and 3‐ter, of the TUF, the remuneration policy of the administrative and control bodies, general managers and managers with strategic responsibilities of the Company described in the first section of the Report on the remuneration policy and remuneration paid prepared pursuant to article 123‐ter of the TUF and art. 84‐ quarter of the Issuers’ Regulation.
The Shareholders’ Meeting, pursuant to and for the purposes of art. 123‐ter, paragraph 6, of the TUF, also expressed itself in favour of the second section of this report concerning the remuneration paid in financial year 20 22 or relating to it.
The report on the remuneration policy and remuneration paid is available on the Company’s website at www.itway.com and on the authorised storage mechanism at www.emarketstorage.com.
3) Appointment of the members of the Board of Directors for the three-year period 2023-2025 and determination of the related remuneration
Following the expiry of the previous mandate, pursuant to art. 15 of the Articles of Association, the Shareholders’ Meeting, after determining the number of members of the Board of Directors to be 5, appointed the members of the new Board of Directors of the Company using the slate voting system, which will remain in office for three financial years (2023-2025) and in any case until the approval of the Financial Statements at 31 December 2025.
In this regard, it should be noted that a single list was presented for the appointment of the members of the Board of Directors by the shareholder Giovanni Andrea Farina & Co. S.r.l., who holds a stake equal to 30.00% of the Company’s share capital.
The Board of Directors is thus composed of the following members, taken from the only list presented: Giovanni Andrea Farina, Cesare Valenti, Piera Magnatti, Valentino Bravi and Viola Ferretti.
The Board of Directors thus composed complies with the recent provisions on gender quotas in the corporate bodies of listed companies.
The Directors Piera Magnatti, Valentino Bravi and Viola Ferretti declared that they have the independence requirements referred to in Article 148, paragraph 3, of the TUF as well as the requirements to qualify as independent also pursuant to the criteria set out in the Corporate Governance Code for listed companies.
The Shareholders’ Meeting also confirmed Giovanni Andrea Farina as Chairman of the Company’s Board of Directors.
On the basis of the information known to the Company, the Chairman Giovanni Andrea Farina holds through Giovanni Andrea Farina & Co. S.r.l., which holds a stake equal to 30.00% of the Company’s share capital, while the director Cesare Valenti directly holds a stake equal to 9.54% of the Company’s share capital.
It should be noted that the curriculum vitae of the elected directors has been filed, together with the list for the appointment of the Board of Directors, with the Company and can be found on the website www.itway.com The Shareholders’ Meeting of Itway, in the same session, also determined a fixed remuneration, to be divided equally among the directors, equal to Euro 84,000 per year gross in addition to the reimbursement of expenses incurred in the exercise of the function.
4) Appointment of the members of the Board of Statutory Auditors for the three-year period 2023-2025 and determination of the related remuneration
The Shareholders’ Meeting has, in compliance with the provisions of art. 22 of the Articles of Association and within the terms provided for by applicable legislation, the new Board of Statutory Auditors of Itway has been appointed, which will remain in office for the financial years 2023-2025 and in any case until the approval of the Financial Statements at 31 December 2025.
In this regard, it should be noted that a single list was presented for the appointment of the members of the Board of Statutory Auditors by the shareholder Giovanni Andrea Farina & Co. S.r.l., who holds a stake equal to 30.00% of the Company’s share capital.
The Board of Statutory Auditors appointed by today’s Shareholders’ Meeting is therefore composed of the following members: Andrea Magnani, Chairman of the Board of Statutory Auditors, Alessandro Mengozzi and Rita Santolini, Standing Auditors, Mauro Canducci and Samantha Gardin, Alternate Auditors.
The Board of Statutory Auditors thus composed complies with the recent provisions on gender quotas in the corporate bodies of listed companies.
Based on the information made available to the Company, no member of the Board of Statutory Auditors holds shareholdings in Itway at the date of appointment.
It should be noted that the curriculum vitae of the members of the Board of Statutory Auditors has been filed, together with the list for the appointment of the Board of Statutory Auditors, with the Company and is available on the website www.itway.com. The Shareholders’ Meeting of Itway, at the same meeting, also assigned to the Chairman of the Board of Statutory Auditors a gross annual remuneration of Euro 30,000, and to each of the two standing auditors a gross annual remuneration of Euro 18,000, in addition to the reimbursement of expenses incurred in the exercise of the function.
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The Minutes of the Shareholders’ Meeting will be made available to the public in the manner and within the terms provided for by current legislation.
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The financial statements at 31 December 2022, with the Report on Operations, the report of the Board of Directors on the items on the agenda of the Shareholders’ Meeting, the Report of the Board of Statutory Auditors and the Reports of the independent auditors, as well as the consolidated financial statements at 31 December 2022 and the report on corporate governance and ownership structure are available to anyone who requests them at the Company’s registered office and are also available available in the “Investors” section of the Company’s website www.itway.com.
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In accordance with the provisions of art. 125-quarter, paragraph 2, of the TUF, a summary report of the votes containing the number of shares represented at the Shareholders’ Meeting and the shares for which the vote was cast, the percentage of capital that these shares represent, as well as the number of votes for and against the resolution and the number of abstentions, will be made available to the public within five days from the date of the Shareholders’ Meeting on the Company’s website.
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It should also be noted that the new Board of Directors, which met after the Shareholders’ Meeting, conferred on Giovanni Andrea Farina, Chairman of the Board of Directors, the powers of ordinary and extraordinary administration and Cesare Valenti, Managing Director, the powers relating to the exercise of sales and commercial functions, strategic and operational marketing.
The Board of Directors also ascertained, pursuant to and for the purposes of articles 147-ter, paragraph 4 and 148 paragraph 3 of the TUF and the Corporate Governance Code on the basis of the information available to the Company, the existence of the independence requirements, for the newly elected independent directors Valentino Bravi, Piera Magnatti and Viola Ferretti . The Board of Statutory Auditors verified the correct application of the criteria and assessment procedures adopted by the Board to assess the independence of its members.
The Board also took note of the Board of Statutory Auditors’ assessment of the auditors’ possession of the independence requirements provided for by art. 148, paragraph 3, of the TUF and the Corporate Governance Code.
The Board of Directors also appointed: (a) the directors Valentino Bravi, Piera Magnatti and Viola Ferretti as members of the remuneration committee and members of the committee for transactions with related parties; (b) director Valentino Bravi as lead independent director of the Company; and (c) director Cesare Valenti as director in charge of the internal control and risk management system; (d) the members of the Supervisory Body for the next three years, until the approval of the financial statements at 31 December 2025, in the persons of Gianni Berton, Chairman, and Avv. Giovanni Crocetti Bernardi, member of the organization.
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This press release is available at the Company’s registered office, on the Company’s website at www.itway.com, at the Italian Stock Exchange and at the centralized authorized storage mechanism called “Emarket Storage”, managed by Spafid Connect S.p.A., available at www.emarketstorage.com
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As required by paragraph 2 art. 154-bis of the T.U.F., the manager responsible for preparing the corporate accounting documents of the Itway Group, Sonia Passatempi, declares that the accounting-corporate information contained in this press release corresponds to the documentary results, books and accounting records. The data presented in this press release has not been audited.
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Itway – www.itway.com
Founded in Ravenna on 4 July 1996 by G. Andrea Farina, Itway S.p.A. is the head of a Group that operates in the IT sector for the design, production and distribution of technologies and solutions in the field of cybersecurity, artificial intelligence (AI), cloud computing and big data. For over 25 years, the group has been the benchmark in the field of Digital Transformation solutions and services. Since 2001 Itway has been listed on the Mercato Telematico Azionario (MTA) of the Italian Stock Exchange.
CONTACTS:
ITWAY Spa Mirella Villa Communication
Tel. 0544 288710 Mirella Villa 335 7592701
investor.relation@itway.com mirella.villa@villacomunicazione.it
