Investor relations

Board of Directors:

Alessandro Rosso: Chairman and CEO
Massimiliano Anguillesi: Dir. with powers of attorney
Andrea Faraggiana: Director
Giovanni Mandozzi: Director
Raffaella Pallavicini: Non-Executive Director
Stefano Pedrini: Non - Executive Director
Alessandro Scantamburlo: Director

Board of Statutory Auditors:

Luigi Gagliardi : Chairman of the board
Marco Curti: standing auditor
Nicola Miglietta : standing auditor
Stefania Barsalini : alternate auditor
Alessandro Maruffi: alternate auditor

Supervisory body Organismo di Vigilianza pursuant to Legislative Decree 231/2001:

Roberto Beltrami

T.P.S. S.p.A. prevents the risks resulting from liability pursuant to Italian Legislative Decree 231/2001 through the ’adoption and’ effective implementation of a specific Organisational, Management and Control Model (“the Model”).
The Model is a document prepared by the Company that defines the guidelines and identifies control activities in such a way that its principles cannot be violated unless its provisions are fraudulently circumvented.
As a result, the Model:

• analyses the activities within the scope of which the offences specifically indicated’ in the decree can be committed (predicate offences);
• defines the possible offences relevant to the ’company activity, identified from among the predicate offences
• provides for specific preventive checks;
• identifies the company management methods suitable for preventing each offence from being committed;
• introduces a disciplinary system to sanction non-compliance with the included measures.

The ’task of supervising the’adequacy of the Model, its updating and its effectiveness is entrusted, in accordance with the regulations, to a Supervisory “Body, an” independent body appointed for this purpose by the Board of Directors.
In order to allow the Supervisory’ Body to carry out its activities regularly, the Model also defines the obligations to provide it with information.
The Model was adopted by resolution of the Board of Directors on 17 September 2019 and will be periodically updated to implement organisational and process changes as well as the new types of offences that may subsequently modify the’area of application of Legislative Decree 231/2001.

	TPS Group - Modello Organizzativo - Parte Speciale - rev. 01 - 20201102.pdf	1.24MB	Download
	TPS Group - Modello Organizzativo - Parte Generale - 20190917.pdf	490.44KB	Download

Financial calendar 2021

25 march 2021 Board of Directors
Approval of the consolidated balance sheet and presentation of the draft financial statements as at 31 December 2020

26 april 2021 Ordinary Meeting
Approval of financial statements as at 31 December 2020. Presentation of consolidated financial statement.

20 September 2021 Board of Directors
Approval of six-monthly consolidated financial report at 30 June 2021

Advisors:

Nomad: Integrae SIM S.p.A.
Legal Advisor: Associated Legal Firm in association with Simmons & Simmons LLP
Auditing Firm: Audirevi S.p.A.
Specialist: Banca Profilo S.p.A.
Divulging of the regulated information:
The company avails of the SDIR circuit managed by Computershare S.p.A. with registered offices in via Lorenzo Mascheroni, no. 19, Milan.

Financial instruments:

Total ordinary shares: 7.259.860

Stock Exchange Data:

• Equity stock code: TPS
• ISIN Code shares: IT0005246142
• Market : AIM Italia

Share capital and share ownership

The subscribed and paid up share capital is €1.613.910,00 comprised of no. 7.259.860 ordinary shares.
The table below illustrates the makeup of the company:

Obligations of the Significant Shareholders

As set forth in the Regulations of the Issuers AIM Italia and TPS S.p.A. (the “Company”) must promptly communicate and make available to the public any Substantial Change communicated by the Significant Shareholders concerning ownership structure. By “Significant Shareholder” we mean anyone that holds at least 5% of the category of financial instruments of the Company.
Going over the 5% threshold and reaching or going over the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66.6%, 75%, 90% and 95% constitutes, as set forth in the Transparency Regulations, a “Substantial Change” which the Significant Shareholders must communicate, as set forth in art. 12 of the Company Bylaws, to the Company’s Administrative Body.
To this regard, in five days of negotiation starting from the day that the transaction entailing the Substantial Change was performed, each Significant Shareholder must notify the Company of the following information:
who the Significant Shareholders involved are;
the date that the Substantial Change in the shares took place;
the price, the total, and the category of financial instruments of the Companies involved;
the nature of the transaction;
the nature and the amount of the share of the Significant Shareholder in the transaction.
This communication may be made using the designated form attached below, sent in advance by email to the address investor.relations@tps-group.it or by fax to the no. 0331.771107 and then sent in original by registered mail with return receipt to the Company.

	SCHEDA KID WARRANT_IT0005246225_TPS Group SpA 17 10 2019.pdf	102.33KB	Download
	SCHEDA KID WARRANT_IT0005246225_TPSGroupSpA 05 11 2018.pdf	101.95KB	Download
	SCHEDA KID WARRANT_IT0005246225_TPSGroupSpA 03 01 2018.PDF	101.70KB	Download
	TPS-Modulocomunicazionecambiamentosostanziale.pdf	57.65KB	Download

TERMS AND CONDITIONS

To be able to access this section of the website you must read and accept the information given below, that the reader must carefully assess before reading, accessing, or using the information provided below in any other way. By accessing this section of the website, you agree to be subject to the terms and conditions hereafter, which may be modified or updated (and, for this reason, must be read completely every time that you access it).

The admission document posted on this section of the website (“Admission Document”) was drawn up in compliance with the issuer regulations of AIM Italia / Mercato Alternativo del Capitale (“AIM Issuer Regulations”) for the purposes of admission of the ordinary shares and the warrants called “Warrant TPS 2017-2020” (jointly, the “Financial Instruments”) of TPS S.p.A. (the “Company”) on this multilateral system of negotiation organized and managed by Borsa Italiana S.p.A.

The issuance of financial instruments contemplated in the Admission Document and any other information on these pages shall not constitute a “public offer” as defined by Legislative Decree 24 February 1998, no. 58 (“TUF”), and therefore drawing up a prospectus according to the models required by Community Regulation 809/2004/EC isn’t necessary. The Admission Document therefore shall not constitute a prospectus and publication needn’t be authorized by CONSOB as set forth in Community Directive no. 2003/71/EC or any other standard or regulation governing drawing up and publishing of financial prospectuses as set forth in article 94 and 113 of Legislative Decree 24 February 1998, no. 58 TUF, including the issuer regulations adopted by CONSOB with resolution no.11971 of 14 May 1999 and as amended and supplemented. The information on this section of the website is divulged in compliance with articles 17 and 26 of the AIM Issuer Regulations.

This section of the website, the Admission Document, and any other information on the pages below is accessible only to parties that: (i) reside in Italy and are neither domiciled nor in any event are currently in the United States of America, Australia, Japan, Canada, or in any other country where the divulgence of the Admission Document and/or such information requires the approval of the competent local authorities or breaks local laws or regulations (“Other Countries”); and (ii) are not “U.S. Persons”, according to the definition in Regulation S of the United States Securities Act of 1933 and as amended, nor are parties that act on their behalf or to their benefit without the existence of a designated registration or a specific exemption to registration required as set forth in the United States Securities Act and the current legislation.

The “U.S. Persons” in the sense indicated above are barred from any access to this section of the website, downloads, memorization and/or temporary or permanent saving of the Admission Document and any other information on this section of the website. The information on this section of the website may not be copied or sent. For no reason and under no circumstances shall it be allowed to send—either directly or through third parties—the Admission Document or any other information on this section of the website to parties in the conditions under points (i) and (ii) of the paragraph above, and specifically, in the United States, Australia, Japan, Canada, or the Other Countries.

The information on this website (or on any other website that this website has hyperlinks to) shall not constitute an offer, invitation to offer, or promotional activity for the Financial Instruments for any citizen or party residing in the United States, Australia, Japan, Canada, or the Other Countries. Moreover, the Financial Instruments of the Company are not—nor shall they be—registered as set forth in the United States Securities Act of 1983 and as amended, or with any other regulation authority of any state or other jurisdiction of the United States and shall not be offered or sold in the United States or to, or on behalf or benefit of, a “U.S. Person” as defined herein, in the absence of the abovesaid registration or express exemption from this obligation, or in Australia, Japan, Canada, or in Other Countries.

Regulation S of the United States Securities Act of 1933 and as amended defines a “U.S. Person“ as: (a)any natural person residing in the United States; b) “partnerships” and “corporations” incorporated and organized according to the current legislation in the United States; (c) any property whose administrators or managers are a “U.S. Person“; (d) the trusts whose trustees are a “U.S. Person“; (e) any agency or branch of a party seated in the United States; (f) (“non-discretionary accounts“); (g) other similar accounts (except for property or trusts), managed or administered in trust on behalf of or to the benefit of a “U.S. Person“; (h) “partnerships” and “corporations” if (i) incorporated and organized according to the laws of any foreign jurisdiction; and (ii) incorporated by a “U.S. Person” with the main objective of investing in securities not registered as set forth in the United States Securities Act of 1933 and as amended unless they were incorporated or organized and held by accredited investors (according to the definition in Rule 501(a) of the United States Securities Act of 1933) that are not natural persons, property, or trusts.

To access this section of the website, the Admission Document, and any other information on the following pages, I state, under my full responsibility, to be a resident in Italy and neither to be domiciled nor to currently be in the United States, Australia, Japan, Canada, or the Other Countries, and not to be a “U.S. Person” as defined in Regulation S of the United States Securities Act del 1933 and as amended.

	TPS-RegolamentoWarrant.pdf	84.75KB	Download
	TPS-DocumentoAmmissioneAIM.pdf	1.46MB	Download

investor.relations@tps-group.it

Rossella Sanna
rossella.sanna@tipiesse.com
Tel. 011 0050902