REPLY

The General Shareholders’ meeting of Reply S.p.A. [EXM, STAR: REY] today approved the Financial Statements for the financial year 2023, confirming the distribution of a gross dividend of €1.00 per share.

The dividend will be paid on 22 May 2024, with dividend date set on 20 May 2024 (record date on 21 May 2024).

2023 Financial Statement

The Reply Group closed the 2023 financial year with a consolidated turnover of €2,118.0 million, recording a 12.0% increase compared to €1,891.1 million in 2022.

Consolidated EBITDA was €325.1 million, up 3.5% compared to €340.3 million recorded in 2022 (growth yoy is 20% net of the release of COVID funds accounted in 2022).

EBIT, from January to December, was €292.7 million, up 2.5% compared to €285.5 million recorded in 2022 (growth yoy is 22.7% net of the release of COVID funds accounted in 2022).

The Group net profit was at €186.7 million. In 2022, the corresponding figure was €191.0 million.

The Shareholders’ Meeting also adopted the following resolutions:

Appointment of the Board of Directors and the Board of Statutory Auditors for the three-year period 2024-2026

The Shareholders' Meeting has appointed the new members of the Board of Directors and the Board of Statutory Auditors for the three-year period 2024-2026, based on the lists of candidates submitted by the shareholders.

The following have been appointed as Directors:

- Mario Rizzante (Chairman), Tatiana Rizzante, Filippo Rizzante, Marco Cusinato, Elena Maria Previtera, Daniele Angelucci, Domenico Giovanni Siniscalco (who declared that he meets the independence requirements provided for in Article 148 of the TUF and the Corporate Governance Code) and Patrizia Polliotto (who declared that she meets the independence requirements provided for in Article 148 of the TUF and the Corporate Governance Code), taken from the majority list submitted by the shareholder Alika S. r.l. (holder of a shareholding equal to 39.754% of Reply S.p.A.'s share capital), which obtained the highest number of votes (63.957% of votes obtained);

- Secondina Giulia Ravera and Federico Ferro-Luzzi, both of whom declared to possess the independence requirements foreseen by article 148 of the TUF and by the Corporate Governance Code, taken from the minority list presented by a group of Investors (holding a total shareholding equal to 3.968% of Reply S.p.A.'s share capital).

The new Board of Statutory Auditors appointed is composed of three Standing Auditors and two Alternate Auditors:

- Ciro Di Carluccio (Chairman) and Gabriella Chersicla (Alternate Auditor), who declared that they meet the independence requirements provided for by article 148 of the TUF and the Corporate Governance Code, taken from the minority list presented by a group of Investors (holding a total of 4.978% of Reply S.p.A.'s share capital);

- Piergiorgio Re (Standing Auditor), Donatella Busso (Standing Auditor), Stefano Barletta (Alternate Auditor), who declared they meet the independence requirements provided for by article 148 of TUF and the Corporate Governance Code, drawn from the majority list submitted by the shareholder Alika S.r.l. (owner of a 39.754% shareholding in Reply S.p.A.), which obtained the highest number of votes (63.821% of votes obtained).

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

Approval of the Program for the Acquisition and/or Disposal of Treasury Shares

The Shareholders’ Meeting authorised a new share buyback program, while withdrawing the current one approved at the Shareholders’ Meeting of 20 April 2023: the main objective of this program 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 3,607,950 ordinary shares (equal to 9.64398% of the current share capital) with a nominal value of €0.13 each for a maximum nominal value of €469,033.5, within the limit of a maximum financial commitment of €450,000,000. 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 Sections I and II of the Remuneration Report drafted pursuant to Article 123-ter of Legislative Decree 58/1998.

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.

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

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