Bologna, May 06, 2025 - The Ordinary and Extraordinary Shareholders' Meeting of Datalogic S.p.A. (Borsa Italiana S.p.A.: DAL), listed in the Euronext STAR Milan Segment of the Italian Stock Exchange organised and managed by Borsa Italiana S.p.A. and global leader in the automatic data capture and industrial automation segments, was held today, chaired by the Company's Chairman Mr. Romano Volta.
The Shareholders' Meeting approved the Company’s financial statements and examined the Group consolidated financial statements as at 31 December 2024, including the consolidated sustainability report, as well as the report on corporate governance and ownership structure.
The consolidated results for 2024 showed revenues of 493.8 million Euro (-4.8% YoY), Adjusted EBITDA of 44.5 million Euro with an Adjusted EBITDA margin of 9.0% and net profit of 13.7 million Euro, with a percentage incidence on turnover of 2.8%; the Net financial position was a negative for 9.5 million Euro.
***
The Shareholders' Meeting approved the distribution of an ordinary dividend per share, gross of legal withholdings, of 12 Euro cents, with coupon detachment on 14 July 2025 (record date 15 July 2025) and payment from 16 July 2025, for a total maximum amount of 6,437,579 Euro, that the legal reserve has reached one-fifth of share capital pursuant to article 2430 of the Italian Civil Code.
***
The Shareholders’ Meeting also resolved:
- appoint the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors for the duration of three financial years and therefore until the date of the Shareholders' Meeting to be called to approve the financial statements as at 31 December 2027:
Regular Statutory Auditors:
Deputy Statutory Auditors
The curricula vitae and additional attached documentation is available at the registered office and on the website www.datalogic.com – Corporate Governance section;
- establish the annual remuneration of the Chairman of the Board of Statutory Auditors at EUR 40,000 and of the Regular Statutory Auditors at EUR 30,000;
***
The Ordinary Shareholders' Meeting also resolved to:
(i) establish, pursuant to and in accordance with article 20 of the Articles of Association, at EUR 2,500,000.00 the maximum annual global remuneration that can be assigned to all the members of the Board of Directors, including those vested with special offices, for the current financial year (2025) and for the fraction of the following financial year (2026), up to the date of approval of the Company's financial statements for the year 2025, leaving it to the discretion of the Board to decide on the allocation of said maximum global amount among the various Directors;
(ii) approve, pursuant to article 114-bis of legislative decree no. 58 of february 24, 1998, the adoption of the long- term share plan 2025 - 2027 called "Share Plan 2025 - 2027 of Datalogic S.p.A." having the characteristics (including the conditions and assumptions of implementation) indicated in the illustrative report of the Board of Directors and in the information document made available prior to the Shareholders' Meeting in accordance with the law;
(iii) in implementation of the provisions of article 123-ter of Legislative Decree no. 58/1998 and 84-quater of Consob Regulation no. 11971 of 14 May 1999, approve the 2025 remuneration policy pursuant to the first section of the Report on the policy regarding remuneration and fees paid and express a favorable vote on the second section of the abovementioned Report on compensation paid in 2024;
(iv) revoke, for the part not yet executed as at the date of the Shareholders' Meeting the authorisation to the Board of Directors to purchase treasury shares resolved by the Shareholders' Meeting on 30 April 2024 and, at the same time, authorise the Board of Directors, pursuant to and in accordance with article 2357 et seq. of the Italian Civil Code and art. 132 of Legislative Decree no. 58/ 1998, to carry out purchases of Company treasury shares, in one or more tranches, for a period not exceeding 18 months from the date of effectiveness of the resolution;
(v) update Article 1 of the Shareholders' Meetings Regulations as a result of the amendment to Article 10 of the Articles of Association on Voting and Intervention Rights, delegating to the Board of Directors' instructions from time to time contained in the notice of call and/or on the Company's website the information on how to participate and vote in the shareholders' meeting through the Designated Representative.
(vi) amend Articles 10 and 23 of the Articles of Association. In particular, the Extraordinary Shareholders' Meeting amended:
The summary voting statement, the minutes of the Shareholders' Meeting and the updated Articles of Association will be made available to the public in the form and terms prescribed by law.
