The Ordinary Shareholders' Meeting of Triboo S.p.A. ("Triboo" or the "Company"), a group active in the digital sector and listed on the Euronext Milan market, met today at the registered office and approved all proposals on the agenda and made the following resolutions:

 

Approval of the Financial Statements for the Year Ended December 31, 2022

 

The Meeting unanimously approved the Financial Statements for the year ending December 31, 2022 as proposed by the Board of Directors on March 15, 2023. The Company ended the year with revenues of 5.8 million euros, a loss of 1.3 million euros, and shareholders' equity of 29.1 million euros.

 

During the meeting, the Group's consolidated financial statements as of December 31, 2022 were presented, which closed with revenues of EUR 93.4 million, Group shareholders' equity of EUR 34.1 million, as well as consolidated EBITDA of EUR 11.7 million and consolidated net income of EUR 0.8 million.

 

The Financial Statements approved by the Shareholders' Meeting, containing the Financial Statements as of December 31, 2022, together with the Report of the Board of Statutory Auditors and the reports of the Independent Auditors, are available

 

on the Company's website (www.triboo.com, Investor Relations section).

 

 

 

Approval of allocation of net income for the year

 

 

 

The Shareholders' Meeting unanimously resolved to cover the loss for the year through the use of available reserves.

 

 

 

 

 

Approval of the Remuneration Report

 

 

 

The Shareholders' Meeting reviewed the Report on Remuneration Policy and Compensation Paid ("Remuneration Report") prepared by the Company's Board of Directors pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998 ("TUF"). The Shareholders' Meeting resolved, by majority vote, in favor of the first section of the Remuneration Report and approved, by majority vote, the policy on the remuneration of members of the Company's governing bodies, general managers, and executives with strategic responsibilities.

 

 

 

 

 

Appointment of the Board of Directors

 

The Shareholders' Meeting appointed the new Board of Directors of Triboo S.p.A:

 

- by setting the number of members of the Board of Directors at 7;

 

- determining that the Board of Directors will remain in office until the approval of the financial statements as of December 31, 2023;

 

- by appointing the following members of the Board of Directors: Riccardo Maria Monti, Giulio Corno, Giangiacomo Corno, Carolina Corno, Vincenzo Polidoro, Ramona Corti and Manuela Figini;

 

- determining the remuneration of the members of the Board of Directors at a total of 124,000 euros annually (except for additional remuneration due to directors holding special offices to be determined by the Board of Directors).

All members of the Board of Directors were drawn from List No. 1 submitted by shareholder Compagnia Digitale Italiana S.p.A., owner of 56.70% of the share capital, which in the voting obtained a majority of the votes cast by the capital represented at the Shareholders' Meeting.

The professional profiles of the members of the new Board of Directors and are available on the Company's website.

The Shareholders' Meeting unanimously appointed Riccardo Maria Monti as Chairman of the Board of Directors.

 

Appointment of the Board of Statutory Auditors

 

The Shareholders' Meeting appointed the new Board of Statutory Auditors whose term of office will expire with the approval of the financial statements ending December 31, 2025, thus remaining in office for three fiscal years.

 

Statutory Auditors

1. Fausto Salvador, as Chairman of the Board of Statutory Auditors.

2. Silvia Fossati;

3. Fabrizio Toscano.

 

Alternate Auditors.

1. Nadia Bonelli;

2. Ketty D'Artista.

 

All members of the Board of Statutory Auditors were drawn from List No. 1 submitted by the shareholder Compagnia Digitale Italiana S.p.A., owner of 56.70% of the share capital, which in the voting obtained unanimous votes cast by the capital represented at the Shareholders' Meeting.

The Shareholders' Meeting also resolved to award the members of the Board of Statutory Auditors a gross annual emolument of 20,000 euros for the Chairman and 13,500 euros for each Standing Auditor.

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The summary voting statement will be made available on the Company's website (www.triboo.com), in compliance with Article 125-quater of the TUF, within the prescribed period of five days after the Shareholders' Meeting.

Please be advised that the minutes of the Shareholders' Meeting will be made available to the public in the manner and within the timeframe prescribed by current regulations.

The resumes of the new Board of Directors are available on the company's website www.triboo.com, in the section https://www.triboo.com/corporate-governance/cda.html

The minutes are also available in the "Investor Relations" section of the website www.triboo.com, and in the other manner prescribed by regulations. The minutes of the aforementioned Ordinary Shareholders' Meeting will be made available on the website www.triboo.com, governance section, and within the legal terms pursuant to Articles 77 and 85 of Consob Regulation No. 11971/99.