Shareholder Information

Nomad, Legal Advisor, Investors & Media Relations, and Audit

For the transmission and storage of the Regulated Information, Powersoft uses the eMarket SDIR diffusion system and the eMarket STORAGE storage mechanism available at www.emarketstorage.com managed by Spafid Connect S.p.A., based in Foro Buonaparte 10, Milan.

Powersoft S.p.A.’s share capital currently consists of 11,066,036 ordinary shares. Powersoft shares are owned as follows.

Warrants are issued in accordance with the resolution of the Issuer’s extraordinary Shareholders’ meeting of 14 November 2018, as amended on 10 December 2018, which approved, inter alia, the issue of:

• a maximum of 708,750 (seven hundred eight thousand seven hundred and fifty) Warrants allocated at no charge to the Ordinary Shares subscribed during the Private Placement and to the Shares purchased in the over allotment option, at a ratio of 5 (five) Warrants for every 10 (ten) subscribed or purchased Ordinary Shares, of which:
  • a maximum of 141,750 (one hundred forty-one thousand seven hundred and fifty) Warrants issued at the Trading Start Date (“First Issue Date”) at a ratio of 1 (one) Warrant for every 10 (ten) subscribed or purchased Ordinary Shares eligible for trading on AIM Italia separately from the Shares as from that date;
  • a maximum of 567,000 (five hundred sixty-seven thousand) Warrants issued at the date falling 30 (thirty) days after the Trading Start Date (“Second Issue Date”) at a ratio of 4 (four) Warrants for every 10 (ten) subscribed or purchased Ordinary Shares eligible for trading on AIM Italia separately from the Shares as from that date (it being understood that any Share sold before the Second Issue Date shall lose the right to receive these additional Warrants);
• a maximum of 191,000 (one hundred ninety-one thousand) Warrants allotted to the sole shareholder Evolve S.r.l. at a ratio of 1 (one) Warrant for every 50 (fifty) Ordinary Shares held at the end of the 30-day term following the Trading Start Date, to be issued and assigned to Evolve S.r.l. within ten Stock Market Trading Days after the date in which the Share’s market value has been at least equal to the sum of the Exercise Price for the related Exercise Period plus 50% of the Placement Price, for at least five consecutive Stock Market Trading Days.

Pursuant to the Company’s Bylaws and the AIM Italia Regulation, anyone who holds at least 5% of a single category of Powersoft S.p.A.’s financial instruments is a “Significant Shareholder”.

Reaching or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6% and 90% and falling below these thresholds constitute a “Substantial Change” which the Significant Shareholders must report to Powersoft S.p.A.’s Board of Directors.

Similarly, pursuant to the Company’s Bylaws, a Significant Shareholder is anyone who holds an interest equal to or greater than 2.5% of Powersoft S.p.A.’s share capital bearing voting rights. Significant Shareholders must notify Powersoft S.p.A.’s Board of Directors if they reach, exceed or fall below this threshold.

To this end, within five trading days of the date when the transaction that led to the “Substantial Change” occurred, i.e., when the interest reached, exceeded or fell below the threshold of 2.5%, the Significant Shareholder must notify Powersoft S.p.A. of:

• the identity of the Significant Shareholders involved;
• the date when Powersoft S.p.A. was informed;
• the date when the Substantial Change occurred;
• the nature and size of the Significant Shareholder’s interest in the transaction.

This information must be reported using the Significant Shareholder Disclosure Form (download here) to be sent by registered letter with return receipt to the Company’s headquarters or by certified e-mail to powersoft@pec.it.