Ronco Scrivia (GE, Italy), April 29th, 2024 – The Shareholders’ Meeting of Racing Force S.p.A. (the “Company”) met today in ordinary and extraordinary session and approved the following resolutions.
Approval of Financial Statements and Allocation of Result
In the ordinary session, the Shareholders’ Meeting examined and approved the financial statements as of December 31st, 2023 of Racing Force S.p.A. and resolved, in accordance with the proposal of the Board of Directors of March 27th, 2024, the allocation of the net profit for the year 2023, equal to Euro 2,565,413, as follows:
- Euro 2,312,928 to dividends to be distributed, equal to Euro 0.09 per share, gross of withholding taxes, with coupon-detachment date on May 13th, 2024, date of entitlement to receive the dividend (record date) on May 14th, 2024 and payment date on May 15th, 2024;
- Euro 252,485, to retained earnings.
Appointment of the Board of Directors for the period 2024 – 2026
The Shareholders’ Meeting, through the voting list mechanism, appointed the new Board of Directors of Racing Force S.p.A., setting the number of Board members at 7 and defining a term of three fiscal years for their mandate, until the date of the Shareholders’ Meeting called for the approval of the financial statements for the fiscal year ending on December 31, 2026.
The members of the new Board of Directors were selected from the single list submitted by the shareholder SAYE S.p.A., which holds a total of no. 13,544,395 ordinary shares, representing 52.70% of the share capital.
The new Board of Directors is composed of:
- Piero Paolo Delprato (Chairman)
- Silvia Portaluri
- Stephane Alexandre Cohen
- Alexandros Haristos
- Guido Maria Pedone
- Filippo Salomone
- Marco Caneva (independent)
Authorization pursuant to articles 2357 et seq. of the Italian Civil Code for the purchase and subsequent disposal of own shares.
Shareholders also approved the authorization for the Board of Directors to carry out purchases of ordinary own shares, up to a maximum amount not exceeding 20% of the share capital, taking into account Racing Force’s own shares held in the Company’s or its controlled companies’ portfolios, in one or more tranches, within 18 months from today’s Shareholders’ Meeting.
The possibility to purchase own shares represents a strategic investment opportunity for the Company, for any purpose allowed by current European and national regulations, including those outlined in Article 5 of MAR and related implementing provisions, where applicable, and in accordance with market practices allowed under Article 13 of MAR. Purchases may be carried out according to methods determined from time to time by the Board of Directors, following any method permitted by current regulations (Article 144-bis of the Issuers Regulation), including public purchase offers, while authorization for the disposal of acquired or already owned own shares has been granted without time limits, in accordance with current provisions, to allow the Board of Directors maximum flexibility, including in terms of timing, for the disposal of own shares.
In the extraordinary session, the Shareholders’ Meeting approved an amendment to the Company’s bylaws, aimed at incorporating the communication from Borsa Italiana S.p.A. in notice no. 43747 published on November 17, 2023, regarding the assessment of independence criteria for directors.
Additionally, following the entry into force of Law no. 21 of March 5, 2024 (“Legge Capitali”), any reference to Article 116 of TUF has been removed from the bylaws, with a consistent reformulation of Article 33 of the corporate bylaws.