STAR7 – Ordinary and Extraordinary Shareholders’ Meeting
STAR7 – Ordinary Shareholders’ Meeting
2024 annual report approved and consolidated financial statements for the year ended 31 December 2024 reviewed
Allocation of the profit for the year approved
Authorisation of the buyback and disposal of treasury shares
Verification of fulfilment of independence requirements
STAR7 – Extraordinary Shareholders’ Meeting
Approved the amendment of Article 13 of the Articles of Association, concerning the procedures for participation and representation in the Shareholders’ Meeting (exclusively through appointed representative)
STRONG ORGANIC GROWTH, EXPANSION OF MARGINS AND EXCELLENT CASH GENERATION WITH SIGNIFICANT REDUCTION IN NET FINANCIAL DEBT
Valle San Bartolomeo (Alessandria, Italy), 6 May 2025 – STAR7 SpA (“STAR7” or the “Company”) (EGM: ticker STAR7) held its Ordinary and Extraordinary Shareholders' Meeting today in Valle San Bartolomeo (Italy), at second call, under the chairmanship of Lorenzo Mondo. STAR7 provides an integrated range of product-information services, from product and process engineering support to the creation and management of technical and marketing content, translation, printing and virtual experience.
The Shareholders' Meeting approved the annual report for the year ended 31 December 2024, which closed with a net profit of €2,035,689, and resolved to allocate STAR7’s net profit for 2024 of €2,035,689 to the Extraordinary Reserve.
The Shareholders’ Meeting also examined the STAR7 Group’s Consolidated Financial Statements for 2024, which showed Revenues of €119.8 million, up 14.8% from €104.4 million at 31 December 2023.
EBITDA reached €18.1 million (up 23.7% from €14.6 million in 2023), with an EBITDA Margin of 15.1% and a net profit attributable to the Group of €2.7 million. The Net Financial Position at 31 December 2024 was negative by €27.8 million, an improvement of €10 million.
Lorenzo Mondo, Chairman and Chief Executive Officer of STAR7, commented: “We achieved a new record turnover in 2024, fully leveraging the potential of the Integrale7 business model, which has allowed us to acquire more space in customers’ spending budgets by being able to offer a broad and specialised range of services. We have therefore been able to respond in an effective and highly advanced way to their changing needs. The creation of a pipeline of new projects has also played its part in this, complementing the 7AI solutions launched last October.”
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The Ordinary Shareholders’ Meeting of STAR7 also resolved:
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To authorise, pursuant to and for the purposes of Article 2357 et seq. of the Italian Civil Code and Article 132 of Legislative Decree No. 58 of 24 February 1998, the buyback of the Company's treasury shares, on one or more occasions, for a period not exceeding 18 months from the date of this resolution for the pursuit of the purposes indicated in the explanatory report of the Board of Directors, under the terms and conditions indicated in point 2 below;
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To authorise transactions for the buyback and disposal of treasury shares for the purposes and within the limits indicated in the aforementioned explanatory report of the Board of Directors, and always in compliance with the applicable regulations time by time, with the following methods and terms:
- The buyback of ordinary shares of the Company, without indication of the nominal value, may take place, on one or more occasions, for a number that, at any time, does not exceed a total of 10% of the share capital;
- The authorisation for the buyback of treasury shares is approved for a period not exceeding 18 months from the date of this resolution;
- The authorisation includes the right to dispose of the treasury shares held (acquired in accordance with the above or in any case held by the Company) on one or more occasions, even before the purchases are exhausted, and possibly to buy back the shares themselves, always within the limits and under the conditions set out in the shareholders' authorisation;
- The authorisation to dispose of treasury shares, even before purchases are exhausted, is given without time limits;
- Purchases must be made within the limits of distributable profits and available reserves resulting from the last duly approved financial statements. A portion of distributable profits and/or available reserves will be tied up in the accounts, for an amount equal to the purchases of treasury shares made, by allocation to a specific unavailable reserve, for as long as the treasury shares are in the portfolio.
- Share purchase transactions must be carried out in compliance with current legislation and, in particular, with Article 144-bis of the Issuers’ Regulations and any other applicable rules, with particular reference to the principle of equal treatment of shareholders as provided for in Article 132 of the TUF and the legislation on Community and national market abuse and accepted practices;
- The purchase price of the treasury shares must not deviate, either downwards or upwards, by more than 20% from the reference price recorded by the share in the stock exchange session on the day preceding each individual transaction, and in any case at a price not exceeding the higher of the price of the last independent transaction and the price of the highest current independent bid offer on the trading venue where the purchase is made;
- Purchases must be made in such a way as to ensure equal treatment between Shareholders and in accordance with the procedures provided for by applicable legislation, reference and accepted market practices, if any;
- In terms of volumes, the number of shares purchased daily may not exceed 25% of the average daily traded volume, calculated on the basis of the average daily trading volume over the 20 trading days preceding each purchase date;
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To authorize the Board of Directors, pursuant to Article 2357-ter of the Italian Civil Code, to dispose of all and/or part of the treasury shares purchased even before the purchases have been exhausted, fixing the price and the disposal methods and making any accounting entry necessary or appropriate, in compliance with the provisions and accounting principles applicable from time to time.
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To grant the Board of Directors and, on its behalf, the Chairman and Chief Executive Officer, the broadest powers necessary or appropriate to carry out the purchases of treasury shares, as well as to carry out the acts of alienation, disposal and/or use of all or part of the treasury shares purchased and, in any event, to implement the above resolutions, also by means of its proxies, also by approving any and all executive provisions of the relevant purchase programme and by complying with any and all requests by the competent authorities, as well as to provide the information to the market required by the regulations, including EU regulations, of reference and by any and all applicable accepted market practices.
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STAR7, in line with the practice being consolidated and in order to ensure greater flexibility and organisational efficiency of the Shareholders' Meetings, resolved to amend Article 13.3 of the Articles of Association relating to the methods of participation and representation at the Shareholders' Meeting by conferring a proxy (or sub-proxy) to the representative appointed by the Company pursuant to the new Article 135-undecies of the TUF.
Specifically, the Extraordinary Shareholders' Meeting resolved:
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To approve the amendments to Article 13.3 of the Articles of Association described in the point of the explanatory report prepared by the Board of Directors;
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To confer on the Board of Directors, and for it on the Chairman of the Board of Directors and with the power to sub-delegate, all the powers necessary to:
- provide for what is necessary for the execution of the above resolution;
- to carry out the consequent legislative and regulatory obligations, including, but not limited to, the fulfilment of any formalities necessary for the same to be registered in the Company Register pursuant to Article 2436 of the Italian Civil Code;
- to make to the same resolution and to the Articles of Association all amendments, additions and/or non-substantial deletions that may be requested by the competent authorities or by the notary, or otherwise deemed useful or appropriate.
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Pursuant to Article 6-bis of the Euronext Growth Milan Issuer Regulation, the Board of Directors determined that director Paolo Rebaudengo fulfilled the independence requirements (including in relation to the Criteria) based on the declarations made by the individual in question and the information available to the Company.
The Criteria are available to the public on the Company's website at www.star-7.com, in the “Company/Corporate governance/Corporate documents and procedures” section
FILING OF DOCUMENTATION
The Minutes of the Shareholders' Meeting and the Summary Voting Report will be made available to the public within the terms of the law at the company's registered office in Valle S. Bartolomeo (Alessandria, Italy), as well as by publication on the company website www.star-7.com, in the "Investor Relations/Shareholders' Meetings" section and on the authorised storage mechanism www.1info.it.
STAR7
For more than 20 years, STAR7 has served its customers as a leader in the product information sector. Support for product and process engineering, creating and managing technical content, as well as marketing, translation, printing and virtual experience: STAR7’s range of services means it can assist its customers throughout the product life-cycle – from design to aftersales.
The hallmark of STAR7 has always been an approach capable of combining specific know-how, technology and a holistic vision to offer the best possible solutions to the needs of customers and the global market. This approach has seen STAR7 strike major partnerships with leading international companies, establishing it as a reliable and credible global partner.
STAR7 is part of the STAR Group network.
www.star-7.com.
FOR MORE INFORMATION:
INVESTOR RELATIONS
investorrelations@star-7.com
Pierluigi Valletta, CFO e Investor Relations Manager
Mob: +39 0131 19788
E-mail: pierluigi.valletta@star-7.com
MEDIA RELATIONS
mediarelations@star-7.com