Euronext Growth Advisor
Banca Profilo S.p.A.
Auditor
Ernst & Young S.p.A
Transmission of Regulated Information
The Company uses the transmission system “eMarketStorage” managed by Teleborsa S.r.l., with a registered office at Piazza di Priscilla, no. 4, 00199 Rome.
Publication and availability of documents and information
The information and documents present and made available in this section called “Investor Relations” are made available and distributed in application of Article 26 of the Euronext Growth Milan Regulations.
Issuer’s State of Incorporation and Main Country of Operation
The Issuer is a company incorporated in Italy. The Issuer’s main country of operation is Italy.
Financial instruments admitted to trading
Security Code: BRM
ISIN Code: IT0005640286
Market: Euronext Growth Milan
Security Code: BRM
ISIN Code: IT0005659153
Market: Euronext Growth Milan
Share Capital and Shareholders
As of the Trading Starting Date on Euronext Growth Milan, the underwritten and paid-up share capital of Braga Moro Sistemi di Energia S.p.A. is divided as follows:
| Shareholder | No. of Ordinary Shares | No. of Multiple-Voting Shares | Total No. Shares | No. of Voting Rights | % of Share Capital | % shares admitted to trading | % of Voting Rights |
|---|---|---|---|---|---|---|---|
| Ottobre 23 S.p.A. | 1.090.656 | 100.000 | 1.190.656 | 2.199.706 | 59,50% | 57,37% | 75,83% |
| Cipierre Elettronica S.p.A.(*) | 183.239 | - | 183.239 | 183.239 | 9,16% | 9,64% | 6,32% |
| Tanlo S.r.l.(**) | 109.050 | - | 109.050 | - | 5,45% | 5,74% | 0,00% |
| Capital 1 S.r.l. | 162.500 | - | 162.500 | 162.500 | 8,12% | 8,55% | 5,60% |
| Mercato | 355.500 | - | 355.500 | 355.500 | 17,77% | 18,70% | 12,25% |
| Total | 1.900.945 | 100.000 | 2.000.945 | 2.900.945 | 100,00% | 100,00% | 100,00% |
(*) Pursuant to Article 2359-bis, paragraph 5, of the Italian Civil Code, a company controlled by another company may not exercise voting rights at the latter’s shareholders’ meetings; therefore, the ordinary shares held by Cipierre Elettronica S.p.A. do not carry voting rights at the shareholders’ meetings of Braga Moro Sistemi di Energia S.p.A.
(**) Tanlo S.r.l. has granted Ottobre 23 S.p.A. a usufruct right on the Shares of the Issuer, which it holds directly, until November 1, 2029. This usufruct right will solely cover the voting right on such shares, which will therefore be exercised by Ottobre 23 S.p.A.
Obligations of Significant Shareholders
According to the Euronext Growth Milan Issuers’ Regulation, Braga Moro Sistemi di Energia S.p.A. (the “Company”) must promptly disclose and make available to the public any Substantial Change communicated by Significant Shareholders in their ownership structure.
According to the Euronext Growth Milan Issuers’ Regulations and Article 15 of the Company’s Articles of Association, anyone holding at least 5% of a class of financial instruments of the Company is a “Significant Shareholder”.
The exceeding of the 5% threshold and the reaching or exceeding of the 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% thresholds constitute, according to the Transparency Discipline, a “Substantial Change” that must be communicated, pursuant to Article 15 of the Articles of Association, by the Significant Shareholders to the Company’s Board of Directors.
In this regard, each Significant Shareholder must notify the Company of the following information within four trading days, starting from the day on which the transaction resulting in the Substantial Change was carried out:
a) the identity of the Significant Shareholders involved;
b) the date on which the Substantial Change of Shareholdings occurred;
c) the price, amount and category of the Company’s financial instruments involved;
d) the nature of the transaction;
e) the nature and amount of the Significant Shareholder’s stake in the transaction.
The communication can be made using the form attached below, sent in advance by e-mail to bragamorospa@legalmail.it and subsequently sent by PEC or in original by registered mail with return receipt to the Company.
Module for the Communication of the Substantial Change