Ordinary Shareholders' Meeting

first convocation

Resolutions:

  • Approved the Financial Statements (Biesse S.p.A. parent company) for the year ended December 31, 2021, closed with a net profit of 2,141,702.48 euros, and examination of the Group's Consolidated Financial Statements and Sustainability Report.

  • Approved the allocation of net income for 2021 - distribution of a total gross dividend of 0.624 euros per share, of which 0.078 euros from net income for the year and 0.546 euros per share from the extraordinary income reserve

  • Approved the Report on the Remuneration Policy 2022 and the Remuneration paid in 2021

  • Authorization for the purchase and disposal of own shares -treasury shares- approved

Pesaro, 27 April 2022 - The Ordinary Shareholders' Meeting of Biesse, a Mid Cap company listed on the Euronext STAR Milan segment, was held today in first convocation.

Representing 69.57% (79.85% voting rights) of the share capital, the Ordinary Shareholders' Meeting dealt with all the items on the agenda contained in the notice of call and passed the relevant and following resolutions.

Approved the Financial Statements of the parent company Biesse S.p.A. at 31 December 2021:

  • - Consolidated net revenues €517.7 million (+42.7% compared to 2020)

  • - EBITDA €36.4 million (+79.0% compared to 2020) margin 7.0% (5.6% in 2020)

  • - EBIT after non-recurring events -€1.5 million (-€16.6 million in 2020)

  • - Net Result (profit) €2.1 million (€5.5 million in 2020) incidence 0.4%.

The Consolidated Financial Statements of the Group to 31 December 2021 were also presented and examined:

  • - Consolidated net revenues €742.2 million (+28.2% compared to 2020)

  • - EBITDA €79.7 million (+42.3% compared to 2020) 10.7% margin (9.7% in 2020)

  • - EBIT after non-recurring events €45.7 million (€6.2 million in 2020) ratio 6.2% (1.1% in 2020)

- Net Result (profit) 34.2 million euros (2.5 million euros in 2020) ratio 4.6% - e.p.s. (earnings per share) 1.25 - tax rate 15.6% (23.8% in 2020)

As of December 31, 2021, the Group's Net Financial Position was positive (cash positive) at €124.6 million, with an improvement of €75.1 million compared to the same period in 2020 net of any extraordinary items.

The Shareholders' Meeting also approved the financial statements as at 31 December 2021 of Bre.Ma Brenna Macchine S.r.l., which was incorporated into Biesse S.p.A. with effect from 1 January 2022.

The Shareholders' Meeting approved the payment to the entitled shareholders of a total gross dividend of EUR 0.624 per share. The dividend is to be paid from the profit for the year (€ 0.078 per share) and from the Extraordinary Reserve for profit for the year (€ 0.546 per share) shown in the financial statements of the parent company Biesse S.p.A.

The profit for the year 2021 of the parent company Biesse S.p.A. equal to € 2,141,702.48 is therefore entirely allocated to the payment of a unit dividend of € 0.078 for each of the 27,402,593 ordinary shares in circulation.

The payment of the total dividend of EUR 0.624 will have coupon no. 16, detachment date May 23, 2022 - record date May 24, 2022 - value date May 25, 2022.

The total disbursement related to the dividend will therefore be EUR 17,099,218.03.

The Shareholders' Meeting approved the Company's policy on the remuneration of the Boards of Directors, general managers, key management personnel and members of the supervisory bodies with reference to the financial year 2022, described in the First Section of the Remuneration Report, and resolved in favour of the Second Section of the said Remuneration Report containing, among other things, a report on the remuneration paid for any reason and in any form for the financial year ended 31 December 2021.

The Group's Sustainability Report for the year 2021 was also presented and examined by the Shareholders' Meeting.

The Shareholders' Meeting then approved to purchase and disposal of treasury shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and 132 of the Consolidated Law on Finance. Biesse will communicate the date of the possible launch of the share buyback program.

The purchase of treasury shares is not instrumental to the reduction of the share capital. The fully subscribed and paid-up share capital consists of 27,402,593 shares with a par value of 1 euro each. The Company does not currently hold any Treasury Share.

This authorisation to purchase and dispose of own shares serves the following purposes:

  • o to set up a securities warehouse to sell, dispose of and/or use treasury shares, in line with the strategic guidelines that the Company intends to pursue, as part of extraordinary transactions, including, by way of example but not limited to, swaps, exchanges, contributions or at the service of capital transactions or other corporate and/or financial transactions and/or other transactions of an extraordinary nature, such as, by way of example but not limited to, acquisitions, mergers, spin-offs, convertible bond issues, bonds, warrants, etc;

  • o to service any share incentive plans that may be approved by the Company in the future;

  • o medium- and long-term investment or, in any event, to take advantage of any enhancement opportunities that may arise from market trends.

The authorisation concerns a maximum number of shares which, taking into account the ordinary shares of the Company held from time to time in the portfolio by the Company and the Companies it controls, does not exceed a total of 10% of the Company's share capital or any other maximum amount envisaged by the law in force at the time; taking into account the Biesse shares held from time to time in the portfolio by the Company and the Companies it controls, without prejudice to the maximum disbursement of no more than € 15 million.

The authorisation has a duration of 18 months from today . The unit price for the purchase of shares will be established from time to time for each single transaction, it being understood that the purchases will be carried out at a price that does not differ by more than 15% from the reference price recorded by the share during the stock exchange session prior to each single transaction. The disposals of shares may be carried out, in one or more tranches, even before having exhausted the quantity of own shares that can be purchased. The disposal may be carried out according to the methods deemed most appropriate in the interest of the Company and in any case in compliance with applicable regulations and accepted market practices.

All the transactions (both purchases and sales) will be carried out is the regulated markets (MTA-Euronext STAR Milan).

Banca Intesa Milano has been identified as the qualified intermediary appointed to execute each transaction fully independence in compliance with the legislation in force from time to time in execution of the shareholders' resolution.

All reports relating to items on the agenda of the Ordinary General Meeting of Biesse Shareholders have been deposited within the prescribed time limits and made available at the same time on thecompany websitewww.biessegroup.com investor relations area and on the website used for storagewww.1info.it.

The manager responsible for preparing the company's financial reports (Pierre La Tour) declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Biesse Group is multinational leader in technology for processing wood, glass, stone, metal, plastic and composited materials. It designs, manufactures and distributes machines, integrated systems and software for manufacturers of furniture, door/window frames and components for the constructions, ship-building and aerospace industries. The Group realizes around 85% of the total turnover outside Italy, in more than 160 countries, using 13 premises and with a direct presence in the main world markets. Its customers include some of the most prestigious names in Italian and international design. Founded in Pesaro in 1969 by Giancarlo Selci, Biesse has been listed in the STAR segment of the Italian Stock Exchange since June 2001. It actually has more than 4,330 employees distributed all over the world.

Alberto Amurri

IR & Group Financial Manager

T: +39 0721439107 | +39 335 1220556

Group internet website:www.biessegroup.com investor relations area mail:alberto.amurri@biesse.com

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Biesse S.p.A. published this content on 27 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2022 12:04:06 UTC.