Bomi Italia : 30.04.2018 - BOMI ITALIA S.P.A. - ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING

Bomi Italia S.p.A.

- COMUNICATO STAMPA -

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

•  Approval of Financial Statements and ratification of the Group Consolidated Financial Statements for the year ended 31 December 2017.

•  Appointment of the new Board of Directors and Board of Statutory Auditors

•  Approval of the capital increase by payment and in tranches, to be offered in option to the holders of rights, for a maximum of Euro 4.999.000,00.

•  Conferral of authority on the Board of Directors to further increase the share capital or issue convertible bonds up to a maximum of Euro 12.000.000,00.

•  Introduction into the Articles of Association of Loyalty Shares and exemption from the so-called "mandatory public tender offer for consolidation" effective from listing on a regulated market.

Vaprio d'Adda, 30 April 2018 - Bomi Italia S.p.A. ("Bomi" or "Company" or "Issuer"), the parent company of Bomi Group, a market leader in the biomedical logistics sector and the management of high technology healthcare products, which is listed on the multilateral trading system of AIM Italia / Alternative Capital Market, organised and managed by Borsa Italiana S.p.A., announces that the Ordinary and Extraordinary Meeting of Shareholders were duly held today, in single convocation, at the Company's registered offices.

ORDINARY MEETING OF SHAREHOLDERS

The Meeting of Shareholders, in Ordinary session, approved the Financial Statements for the year ended 31 December 2017 under the terms proposed by the Board of Directors, which were published on 29 March 2018, including the allocation of a total of Euro 56.091,00 to the profit reserve for the period.

The Consolidated Financial Statements for the year ended 31 December 2017, which show a Group net profit of Euro 2.760.420,00, were also presented during the Shareholders' Meeting.

In accordance with prevailing regulations and the Issuers' Regulation of AIM Italia, the Company notes that copies of the Parent Company and Consolidated Financial Statements for 2017, together with the accompanying documentation (including the Independent Auditors Report without comment) are publicly available at the registered offices in Vaprio d'Adda, via Campo Cioso n. 125, and may also be accessed in the Investor Relations, Financial Documents section of the Company's website,www.bomigroup.com.

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The Meeting of Shareholders, still in Ordinary session, appointed the Board of Directors of the Company which will remain in office for the next three years, or until the Meeting of Shareholders convened to approve the Financial Statements for the year to 31 December 2020, and established that the Board be composed of 9 Directors.

In particular, the new Board of Directors is composed of the President, Giorgio Ruini and the Directors, Marco Ruini, Paolo Colonna, Alessandro Potestà, Stefano Di Meo, Felipe Morgulis, Stefano Camurri, Clelia Leto and Giovanni Battista Donati.

Ms. Clelia Leto and Mr. Giovanni Battista Donati have stated that they possess the required credentials of independence in accordance with article 148, paragraph 3 of the Consolidated Financial Law (TUF) referenced by article 147-ter, paragraph 4 of the Consolidated Financial Law (TUF) and the requirement of the Articles of Association that at least two Directors be Independent Directors. These credentials of Independence will be verified, and communicated to the public, by the newly constituted Board of Directors during the first available Board meeting, which will also attribute management powers to one or more Directors.

The Shareholder Meeting also attributed gross annual remuneration to the entire Board of Directors equal to a maximum of Euro 482.000,00 in accordance with article 2389, paragraph 3 of the Italian Civil Code, including remuneration of the members with particular duties, of variable remuneration such as any fringe benefit or severance indemnities, to be distributed amongst the members of the Board in accordance with the resolutions approved by the said Administrative Body itself.

During the same session, the Shareholders' Meeting also appointed a Board of Statutory Auditors which will remain in office, in accordance with the law, for a three year period, or until the Meeting of Shareholders convened to approve the Financial Statements for the year to 31 December 2020, composed of the following members Paolo Villa (President of the Board of Statutory Auditors), Cristiano Del Torre (Acting statutory auditor), Nevio Dalla Valle (Acting statutory auditor), Fabio D'Adda (Alternate statutory auditor) and Alessandro Pegoraro (Alternate statutory auditor).

The Shareholders' Meeting also established gross annual remuneration for the President of the Board of Statutory Auditors of Euro 19.200,00 and gross annual remuneration of Euro 14.400,00 for the acting statutory auditors.

The professional curricula vitae of the members of the Board of Directors and the Board of Statutory Auditors as well as their statements of acceptance of the office conferred on them, inexistence of any grounds for ineligibility or incompatibility as defined by law, as well as the existence of any requirements established by applicable laws and regulations, are accessible in the Investor Relations, Governance, Shareholders' Meetings section of the Company,www.bomigroup.com.

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EXTRAORDINARY MEETING OF SHAREHOLDERS

The Meeting of Shareholders, in Extraordinary session, approved the proposal of the Board of Directors for a share capital increase by payment and in tranches, for a maximum of Euro 4.999.000,00, including share price premium, through the issue in one or more tranches of a maximum of no. 1.700.000 new ordinary shares, with no express indication of nominal value and having the same characteristics as the shares in issue, to be offered in option to the holders of rights (and therefore both to Shareholders and holders of the debenture bond "Bomi Convertible 6% 2015-2020") in accordance with article 2441, paragraph 1 of the Italian Civil Code.

The new shares will have regular dividend rights and the relevant period for subscription will end on 30 September 2018.

The issue price of new shares, including any share price premium, the exact number of shares to be issued and the ratio of rights options to be made available to holders of rights, and therefore the terms and conditions for the subscription of new shares as well as further details of implementation of the offer will be determined by the Administrative Body, and on its behalf by the President, nearer to the time of the said offer and will be communicated by an appropriate press release in the usual manner and under the usual terms pertaining to this kind of operation.

The option rights may be exercised by the end of the day established for this purpose in the offer of option rights. Pre-emption rights regarding any shares not taken up may be exercised accordingto the same procedures required for the exercise of option rights and within the time limits established by the offer of option rights.

As the offer is open to all holders of rights, the Capital Increase will have no dilutive effect on the shareholdings of those who fully exercise the rights available to them

It should therefore be noted, as previously communicated in the press release issued on 29 March 2018 and 5 April 2018, as well as the Explanatory Report of the Board of Directors, to which we refer you for further detail, that the successful outcome of the Capital Increase is fully guaranteed by BPER Banca S.p.A. which has signed a specific guarantee agreement with the Issuer to that effect, and that the Issuer has already received binding agreements to subscribe to the aforementioned capital increase from several shareholders in the Company for a total of about Euro 3.500.000,00.

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The Meeting of Shareholders, in Extraordinary session, also approved the conferral of authority on the Board of Directors to increase, in one or more occasions, for payment and in tranches, the share capital and/or to issue convertible bonds (both also cum warrant) for a total maximum amount, including any share price premium, of Euro 12.000.000,00, in accordance with articles 2443 and 2420‐ter, of the Italian Civil Code.

The authorisation allows the Board to exercise its powers within a maximum period of 5 years from the related shareholder resolution, to service the issue of shares or convertible bonds reserved for holders of rights or third parties, with the exclusion (in whole or in part) of the option rights pursuant to article 2441, paragraph 4, section 1 and paragraph 5 of the Italian Civil Code (which means through the conferral in kind or when it is in the Company's interests to do so), all of which may have warrants attached.

Through the conferral of this authority, the Shareholders' Meeting delegates to the Board of Directors the determination of the characteristics and combination of the financial instruments that are to be issued periodically and the economic conditions of the offer in its totality depending on the prevailing market conditions at the time of the effective launch of the operation; including but not limited to, the power to determine, from time to time, the issue price of the shares, including any share price premium, beneficial rights, destination of the capital increase and the ratio of allocation in the case of increases involving option rights offered to holders of rights in the Company and, in the case of issues of Convertible Bonds, the rate of interest, duration, any eventual guarantees, conversion terms, ratio of allocation in the case of increases involving option rights and all other conditions of the loan.

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The Shareholders' Meeting, in Extraordinary session, lastly approved the amendments to the

Articles proposed by the Board of Directors, effective from the commencement of trading in the shares of the Company on a regulated market in Italy or the European Union, namely (i) the introduction of a new Article 6-bis in the Articles of Association, pursuant to article 127-quinquies of the Consolidated Financial Law (TUF), regarding "Loyalty shares" and (ii) the amendment to Article 11 of the Articles of Association through the provision, pursuant to article 106, paragraph 3-quarter of the Consolidated Financial Law (TUF) regarding the disapplication of the regulations on the "mandatory public tender offer for consolidation" for the first 5 years following quotation

on the regulated market or, prior to that, as long as the Company retains its status as a "small or medium-sized company".

More specifically, the new Article 6-bis of the Articles of Association will allow Shareholders who wish to take advantage of this facility, following verification of the relevant conditions by the Administrative Body, to acquire increased voting rights, equal to 2 votes for each ordinary share held for a period of at least 24 months starting from registration in the appropriate special list set up by the Company without prejudice to the circumstances that where such a request forregistration is implemented within 30 calendar days of the date of the commencement of trading, until the said 24 month period is completed account should be taken of the period of beneficial ownership preceding the said registration.

The new Article 6-bis specifies the terms and procedures by which the Shareholder can obtain registration in the special list and details regarding cancellation from the relevant list as well as the loss of the related rights, while recognising the authority available to the Shareholder to whom Loyalty Shares are available, to irrevocably relinquish at any time (in whole or in part) the increased voting rights.

For full information with regard to the foregoing, please refer to the Explanatory Notes provided by the Board of Directors and to the Articles of Association both of which are available on the Company's website,www.bomigroup.com, in the Investor Relations, Governance, Shareholders'

Meetings and the Investor Relations, Governance, Documents and procedures sections respectively.

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Deposit of documents

The minutes of the Shareholders' Meeting, ordinary and extraordinary, will be made publicly available at the Company's registered offices, and on the Company's website,www.bomigroup.com, in the Investor Relations, Governance, Shareholders' Meetings section in accordance with the terms required by the law and applicable regulations.

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Bomi Italia S.p.A. is the Parent Company of Bomi Group, a world leader in the biomedical logistics sector and in the management of high technology healthcare products. It was one of the first companies to receive the "Elite" certificate issued by Borsa Italiana.

Bomi Group's activities are concentrated in the integrated logistics sector and offer a wide range of logistics services in outsourcing to companies operating in the healthcare sector, managing distribution of medical equipment, pharmaceuticals, in-vitro diagnostic equipment, reagents and implant products.

Bomi Group's portfolio of about 100 clients includes some of the world's top healthcare companies (such as the leading pharmaceutical companies and producers of healthcare devices) as well as small and medium sized companies operating at a global level in the biomedical, diagnostics and biotech industries.

Bomi Group currently has about 1,235 employees and operates through subsidiary companies and associated companies in Europe, South America, China and the United States and its services are also provided, through strategic alliances with local partners.

ISIN Ordinary Share Code: IT0005108748 - Ordinary Share Ticker: BOMI

ISIN Convertible Bond Code: IT0005114480 - Convertible Bond Ticker: BOMI20

For informations

Bomi Italia S.p.A. ●	IR Top	BPER Banca S.p.A. ●
Investor Relator	IR & Financial Communication	Nominated Adviser
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