SHAREHOLDERS’ INFORMATION

 

FINANCIAL INSTRUMENTS ADMITTED TO TRADING

Ordinary shares:

ISIN Code:

IT0005568461

Ticker:

VARV

Minimum trading lot:

200

Market:

Euronext Growth Milan


SHARE CAPITAL AND SHAREHOLDING STRUCTURE

The Company’s subscribed and paid-up share capital consists of no. 85,200,000 shares,

  • of which no. 3,987,480 listed ordinary shares (ISIN IT0005568461); and
  • no. 81,212,520 unlisted multiple-vote shares (the “Multiple-Vote Shares”) (ISIN IT0005568479), entirely held by the shareholder Vescovini Group S.p.A.

The following table shows the related composition of the shareholding structure:

Shareholder

no. ordinary shares

 no. multiple-vote shares

% of share capital

% of ordinary shares

% of voting rights

Vescovini Group S.p.A.

33,200

81,212,520

95.36%

0.84%

99.52%

ECD Uno S.r.l.

1,392,557

1.63%

34.92%

0.17%

Aletti Fiduciaria S.p.A. (1)

987,480

1.16%

24.76%

0.12%

Market (*)

1,574,243

1.85%

39.48%

0.19%

Total

3,987,480

81,212,520

100%

100%

100%

(*) For the sake of completeness, within the market: (i) UnipolSai S.p.A. represents 0.293% of the share capital (6.27% of ordinary shares) and 0.03% of voting rights; (ii) Ferak S.p.A. represents 0.282% of the share capital (6.02% of ordinary shares) and 0.029% of voting rights; (iii) HIO S.r.l. represents 0.211% of the share capital (4.51% of ordinary shares) and 0.022% of voting rights.

(1) (i) 583,481 shares attributable to Fabrizio Vicari, CEO of VGV S.r.l. and Director of SBE Varvit S.p.A.; (ii) 403,999 shares attributable to Andrea Guidi, CFO of VGV S.r.l.

 

DISCLOSURE OBLIGATIONS OF SIGNIFICANT SHAREHOLDERS

Pursuant to the Euronext Growth Milan Issuers’ Regulation, any person holding an interest in the share capital of SBE Varvit S.p.A. (the “Issuer”) must notify any “substantial change”, namely the reaching or exceeding of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% of the Issuer’s share capital, as well as any reduction below the aforementioned thresholds (the “Substantial Change”). In the event of the issuance of multiple-vote shares, this also applies to a shareholder holding 5% on the basis of ordinary shares. Furthermore, in the event of the issuance of multiple-vote shares, for the purposes of fulfilling the disclosure obligations, share capital means both the total number of voting rights and the number of ordinary shares held, and both notifications are required.

For the purposes of calculating the shareholdings held by a so-called significant shareholder – i.e. a shareholder holding at least 5% or more in a class of Euronext Growth Milan shares (excluding treasury shares) pursuant to the regime for significant shareholdings under the Consolidated Law on Finance – the following must be included: i) the shareholdings owned (even if the voting right belongs to or is assigned to third parties); ii) the shareholdings in relation to which the voting right belongs or is assigned; iii) the shares owned by nominees, fiduciaries, subsidiaries or for which the voting right belongs to or is assigned to such persons; and iv) the shares collectively contributed to a shareholders’ agreement concerning the exercise of voting rights in the Issuer.

For the purposes of the above, promptly and in any case within 4 trading days from the transaction giving rise to the obligation (regardless of the execution date) or from the day on which the shareholder became aware of the events resulting in changes to the Issuer’s share capital, the significant shareholder must notify the Issuer of:

  1. its identity;
  2. the date on which the Issuer was informed;
  3. the date on which the Substantial Change in shareholdings occurred;
  4. the nature and extent of the significant shareholder’s interest in the transaction (in the event of the issuance of multiple-vote shares, the number of voting rights and the number of ordinary shares held).

The notification must be made using the attached form download PDF to be sent by certified email to the following address: sbe@pec.vescovinigroup.com and, in copy, to investor@varvit.com  

DISSEMINATION OF REGULATED INFORMATION

For the transmission and storage of Regulated Information, the Company uses the 1INFO-SDIR system, managed by Computershare S.p.A., with registered office at Via L. Mascheroni 19, Milan, and authorized by CONSOB. 

EURONEXT GROWTH ADVISOR AND CONSULTANTS

Equita SIM: Euronext Growth Advisor and Specialist

KPMG S.p.A.: Auditing Firm



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