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Shareholders’ meeting of Pininfarina S.p.A.

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Home Newsroom Press Release Shareholders’ meeting of Pininfarina S.p.A.
Author : mahindraadmin   Category : Auto   Published : 5/14/2024

Approved the 2023 Annual Financial Report and the Remuneration Report appointment of a Director for the integration of the Board of Directors

Appointment of the new Board of Statutory Auditors for the period 2024-2026

Approved the amendment of art. 13 of the Bylaws

Cambiano, May 13 2024 – The shareholders of Pininfarina S.p.A. met today in ordinary meeting and approved the 2023 annual financial report, examined the consolidated financial statements, approved the 2023 remuneration report, appointed a director for the integration of the Board of Directors and a new board of statutory auditors to replace the outgoing statutory auditors whose term of office has expired. During the extraordinary session of the meeting the shareholders approved the amendment of art. 13 of the Bylaws in compliance with the provisions of the recent Law No. 21/2024, which, through Article 11, introduced the new Article 135-undecies.1 TUF.

The 2023 figures approved today are unchanged from those shown in the draft annual financial report already made available to the public. Accordingly, the financial comments are the same as those published by the company in its press release of March 22, 2024, to which reference is made for what is not mentioned below.

Key Financial Figures PININFARINA GROUP

prr-1

The Gross operating profit or loss is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions.

PARENT

prr-2

The Gross operating profit or loss is the operating profit or loss gross of amortisation, depreciation, provisions, impairment losses, reversals of impairment losses and utilisation of provisions.

Significant events after the reporting date

No significant events took place after the reporting date.

Outlook for 2024

Based on the current situation of the business sectors in which the Pininfarina Group operates, its outlook for 2024 is an increase in total revenue compared to 2023.

In addition to the Company’s 2023 financial statements, the shareholders approved the proposed allocation of the result for the year and the non-distribution of dividend and the 2023 Remuneration report.

The Shareholders' Meeting then appointed Pamela Morassi as a non-executive and independent director - already appointed pursuant to Article 2386 of the Italian Civil Code by the Board of Directors at the meeting of 14 July 2023 - for the integration of the Board of Directors. Morassi will remain in office until the expiry of the current Board of Directors and, therefore, until the Shareholders' Meeting called to approve the financial statements as on December 31, 2024. The remuneration approved by the Board of Directors at the above-mentioned meeting remains confirmed.

Morassi's curriculum vitae, containing comprehensive information on her personal and professional characteristics, is available on the www.pininfarina.it website, in "Investor Relations/Informazioni per gli azionisti" in the section dedicated to today's Shareholders' Meeting.

The Shareholders' Meeting also approved the appointment as Statutory Auditors, expiring on the date of the Shareholders' Meeting to approve the financial statements as on December 31, 2026, of: Massimo Miani (Chairperson of the Board of Statutory Auditors), Manuela Monica Danila Massari (Standing Auditor), Claudio Battistella (Standing Auditor), Luciana Barbara Dolci (Alternate Auditor) and Fausto Piccinini (Alternate Auditor), who were drawn from the single list presented by PF Holdings B.V..

Following the Shareholders' Meeting, the Chairman of the Board of Statutory Auditors and the Standing Auditors ascertained that the requirements of integrity, professionalism and independence were met pursuant to the provisions of the Consolidated Finance Act and the Corporate Governance Code.

The curriculum vitae of the statutory auditors, as well as information on the list, can be consulted on the www.pininfarina.it website, in "Investor Relations/Informazioni per gli azionisti" in the section dedicated to today's shareholders' meeting.

Finally, the Shareholders' Meeting resolved to amend Art. 13 of the Bylaws, by providing for the possibility that the participation and voting at the Shareholders' Meeting by the entitled parties may take place exclusively through the designated representative, in accordance with the new Article 135-undecies.1 of the TUF - introduced by Art. 11 of the recent Law no. 21/2024.

The summary report of the votes and the minutes of the Shareholders' Meeting will be made available to the public in the manner and within the terms established by current legislation.

Pursuant to article 154-bis.2 of the Consolidated Finance Act, the manager in charge of financial reporting, Roberta Miniotti, states that the financial disclosures provided in this press release are consistent with the relevant documentation, ledgers and accounting records.

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