Press release

REPLY: Shareholders’ Meeting approves the 2020 Financial Statements

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The General Shareholders’ meeting of Reply S.p.A. [MTA, STAR: REY] today approved the Financial Statements for the financial year 2020, confirming the distribution of a gross dividend of €0.56 per share.

The dividend will be paid on 5 May 2021, with dividend date set on 3 May 2021 (record date on 4 May 2021).

2020 Financial Statement

The Reply Group closed the 2020 financial year with a consolidated turnover of €1,250.2 million, recording a 5.7% increase compared to €1,182.5 million for the 2019 financial year.

Consolidated EBITDA was €207.9 million, up 8.7% compared to €191.3 million in 2019.

Consolidated EBIT, from January to December, was €169.5 million, up 9.1% compared to €155.3 million at December 2019.

The Group net profit was at €123.6 million, up 8.6% compared to €113.9 million recorded in 2019.

The Shareholders’ Meeting also approved the following resolutions, in accordance with the proposal of the Board of Directors:

Appointment of the Board of Directors and the Board of Statutory Auditors for the three-year period 2021-2023

The Shareholders’ Meeting appointed the new members to the Board of Directors and the Board of Statutory Auditors for the three-year period 2021-2023 based on the submitted list of candidates.

The following have been appointed as Directors:

– Mario Rizzante (Chairman), Tatiana Rizzante, Filippo Rizzante, Daniele Angelucci, Marco Cusinato, Elena Previtera and Patrizia Polliotto (who declared to comply with the independence requirements set forth in article 148 of the TUF [Testo unico sulla finanza – Financial Act] and the Corporate Governance Code), drawn from the majority list submitted by the shareholder Alika S.r.l. (holder of a 39.754% stake in Reply S.p.A.’s share capital), and obtained the highest number of votes (76.709% of votes obtained);

– Secondina Giulia Ravera and Francesco Umile Chiappetta, who declared to comply with the independence requirements set forth in article 148 of the TUF and the Corporate Governance Code, drawn from the minority list submitted by a group of investors (holding a total stake of 3.503% of Reply S.p.A.’s share capital).

The appointed Board of Statutory Auditors consists of three standing members and two alternates:

– Ciro Di Carluccio (Chairman) and Giancarla Branda (Alternate Auditor), who declared to comply with the independence requirements set forth in article 148 of the TUF and the Corporate Governance Code, drawn from the minority list submitted by a group of investors (holding a total stake of 3.503% of Reply S.p.A.’s share capital);

– Piergiorgio Re (Standing Auditor), Ada Garzino Demo (Standing Auditor), Stefano Barletta (Alternate Auditor), who declared to comply with the independence requirements set forth in article 148 of the TUF and the Corporate Governance Code, drawn from the majority list submitted by the shareholder Alika S.r.l. (holder of a 39.754% stake in Reply S.p.A.’s share capital), and obtained the highest number of votes (75.741% of votes obtained).

– The curricula vitae of the Directors and Statutory Auditors, as well as the additional documentation required by current legislation, are available in the investors’ section of the company website www.reply.com

Approval of the Programme for the Acquisition and/or Disposal of Own Shares

The Shareholders’ Meeting authorised a new share buyback programme, while withdrawing the current one approved at the Shareholders’ Meeting of 21 April 2020: the main objective of this programme is the purchase of shares to implement the stock incentive plans, transactions aimed at the acquisition of equity investments, extraordinary financial transactions and/or the conclusion of agreements with strategic partners.

The authorization has a duration of 18 months from the date of the resolution, for a maximum of 7,411,457 ordinary shares (equal to 19.8107% of the current share capital) with a nominal value of €0.13 each for a maximum nominal value of €963,489.41, within the limit of a maximum financial commitment of €300,000,000. The purchase price may not be lower than the nominal value (currently €0.13) and higher than the official trading price recorded on the MTA market on the day before the purchase, increased by 20%.

Approval of the Remuneration Report

The Shareholders’ Meeting also approved Section II of the Remuneration Report drafted pursuant to Article 123-ter of Legislative Decree 58/1998.

Approval of the delegation of powers to the Board of Directors to increase the share capital with a share premium, subject to withdrawal of the previous delegation of powers granted on 21 April 2016

The Shareholders’ Meeting withdrew the mandate conferred to the Board of Directors to increase the share capital, which expired on April 21, 2021, and reauthorized the Board of Directors, in compliance to article 2443 of the Italian Civil Code, to increase the share capital with a share premium and the exclusion of shareholders’ option rights in compliance to article 2441, paragraph 4, up to a maximum nominal amount of 390,000.00 Euros through the issue of a maximum of 3,000,000 new Reply S.p.A. ordinary shares with a nominal value of 0.13 Euros each, to be executed in one or more tranches, therefore in a divisible manner, for a maximum period of five years, to be paid through contributions in kind of shares in other companies, having a similar or analogous purpose to the company’s or in any case functional to the development of the business. The Shareholders’ Meeting consequently resolved to amend Article 5 (Share Capital) of the Articles of Association

The manager in charge of drafting the company’s financial reports, Dr Giuseppe Veneziano, declares in accordance with Paragraph 2 of Article 154-bis of the Consolidated Finance Act, that the accounting information contained in this press release corresponds to the company’s records, ledgers and accounting records.

Reply

Reply [MTA, STAR: REY, ISIN: IT0005282865] specialises in the design and implementation of solutions based on new communication channels and digital media. Reply is a network of highly specialised companies supporting key European industrial groups operating in the telecom and media, industry and services, banking, insurance and public administration sectors in the definition and development of business models enabled for the new paradigms of AI, cloud computing, digital media and the Internet of Things. Reply services include: Consulting, System Integration and Digital Services www.reply.com

April 26, 2021

This press release is a translation, the Italian version will prevail.