● 2022 financial statements and allocation of profit for the year approved;
● Appointment of Chairperson of the Board of Directors Federico de Stefani renewed and
Directors appointed for the 2023, 2024 and 2025 financial years;
● Chairperson and members of the Board of Statutory Auditors for financial years 2023, 2024
and 2025 appointed;
● 2023 Remuneration Policy approved;
● New buy-back plan approved.
Padua, Italy, May 3, 2023 – SIT S.p.A., a company listed on the Euronext Milan segment of Borsa Italiana S.p.A., announces that today’s Shareholders’ Meeting was held in hybrid mode and in a single call, chaired by Federico de Stefani. Among other resolutions, the Shareholders’ Meeting approved the 2022 financial statements and appointed the members of the Board of Directors and Board of Statutory Auditors for the next three-year term. The highlights of the Shareholders’ Meeting follow.
Approval of the separate financial statements at December 31, 2022 – The Shareholders’ Meeting of SIT S.p.A. approved the separate financial statements at December 31, 2022 of SIT S.p.A., which report a net profit of Euro 14.4 million, and noted the consolidated financial statements at December 31, 2022 and the 2022 non-financial report. In 2022, SIT S.p.A. returned:
❖ Consolidated revenues of Euro 393.3 million (+3.4% on 2021);
❖ Heating Division sales of Euro 315.3 million (+5.7% on 2021);
❖ Metering Division sales of Euro 72.5 million (-5.7% on 2021), including Smart Gas Metering sales of Euro
48.4 million (-15.4%) and Water Metering sales of Euro 24.2 million (+22.2%);
❖ Consolidated Adjusted EBITDA of Euro 47.1 million (-8.0% on the previous year), a 12.0% revenue
margin;
❖ Adjusted consolidated net profit of Euro 10.9 million (2.8% margin), compared to Euro 16.3 million in
2021 (4.3% margin);
❖ Operating cash flow of Euro -13.1 million, after investments of Euro 26.9 million;
❖ Net financial position of Euro 130.5 million (Euro 106.7 million at end of 2021).
Further details on the financial results at December 31, 2022 can be found in the Press Release issued on March 21, 2023.
Appointment of Federico de Stefani as Chairperson of the Board of Directors renewed and Board of Directors and Board of Statutory Auditors renewed.
The Shareholders’ Meeting, using the slate voting mechanism, renewed the Board of Directors and Board of Statutory Auditors for the next three-year term (concluding with the Shareholders’ Meeting to approve the financial statements at December 31 ,2025). The following Directors were appointed following the vote:
Elected from the Majority Slate, submitted by the shareholder Technologies S.a.p.A. of F.D.S. s.s, holding 52.8847% of the voting share capital, which received the favourable vote of 93.87% of the total voting
Allocation of net profit for the year – The Shareholders’ Meeting of SIT S.p.A. resolved to allocate the net profit of Euro 14,385,360.24 to the Extraordinary Reserve.
rights represented at the Shareholders’ Meeting:
1. Federico de Stefani (as Chairperson),
2. Chiara de Stefani,
3. Franco Stevanato,
4. Bettina Campedelli, 5. Carlo Malacarne,
6. Lorenza Morandini.
Elected from the Minority Slate, jointly submitted by shareholders Amber Capital Italia SGR S.p.A. and Giober S.r.l., jointly holding 3.56% of the voting share capital, which received the favourable vote of 6.12% of the total voting rights represented at the Shareholders’ Meeting:
7. Giorgio Martorelli
Directors Franco Stevanato, Bettina Campedelli, Carlo Malacarne, Lorenza Morandini and Giorgio Martorelli have declared that they meet the independence requirements set forth in Article 147-ter, paragraph 4, and Article 148, paragraph 3, of the CFA, as well as Article 2, Recommendation 7 of the Corporate Governance Code. The Board is composed of 5 independent Directors out of a total of 7 members.
