Information
Regulated Notice No.
20211-4-2026Date/Time of Dissemination Start July 10, 2026 18:04:20Euronext Growth Milan
Company: PREMIA FINANCE
User - Contact: PREMIAN01 - GAETANO NARDO
Type: REGEM
Date/Time of Receipt: July 10, 2026 18:04:20 Date/Time of Dissemination Start: July 10, 2026 18:04:20 Subject: Premia Finance S.p.A. - The Board of Directors convenes a meeting to resolve on the delisting of the Company's shares from trading on Euronext Growth Milan - LOI signed between Premia Holding Srl and Proximm SpA Press Release Text
See attachment
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PRESS RELEASE
THE BOARD OF DIRECTORS CONVENES THE SHAREHOLDERS' MEETING TO RESOLVE ON THE DELISTING OF THE COMPANY'S SHARES FROM TRADING ON EURONEXT GROWTH MILAN A LETTER OF INTENT HAS BEEN SIGNED BETWEEN PREMIA HOLDING S.R.L. AND PROXIMM S.P.A.
Rome, July 10, 2026 – The Board of Directors of Premia Finance S.p.A. Società di Mediazione Creditizia (the "Company" or "Premia Finance"), listed on the Euronext Growth Milan market, a multilateral system organised and managed by Borsa Italiana S.p.A. ("EGM"), today resolved to convene the Shareholders' Meeting to resolve on the proposed delisting from EGM trading of the Company's ordinary shares, in accordance with Article 41 of the Euronext Growth Milan Issuers' Regulations and Article 14 of the Company's Articles of Association (the "Delisting" or the "Revocation").
The aforementioned Delisting is motivated by the need to rationalise operating costs, as a consequence of the reduction in the compliance requirements and burdens arising from the status of a listed company, with the possibility of concentrating greater operational and financial resources on its technical and commercial activities, with greater management and organisational flexibility and a reduction in management burdens; this will allow the Company to focus on its operational activities, aimed at pursuing the strategic objectives set in terms of growth in the reference market.
It is noted that today Premia Holding S.r.l. (“Premia Holding”), the controlling shareholder of Premia Finance, signed a letter of intent with Proximm S.p.A., a real estate franchising company holding the RE/MAX Italia brand, the controlling shareholder of Proxipo S.p.A. (“Proxipo”), a credit mediation company subject to O.A.M. supervision, specialising in mortgage loans. This letter of intent follows an initial letter of intent signed on February 2, 2026, following which the parties commenced mutual legal, regulatory, financial, accounting, and tax due diligence.
Following these due diligence activities, the parties have decided to sign a second letter of intent, which is not binding, providing for the extension of both ongoing due diligence processes until September 30, 2026, in order to allow the two companies to assess whether to proceed with the completion of a merger by incorporation of Premia Finance into Proxipo under the following terms and conditions;
a) Premia Holding will ensure that Premia Finance proceeds with the Delisting;
b) the merger by incorporation of Premia Finance into Proxipo will be effective as of January 1, 2027;
c) following the merger, the capital of Proxipo will be distributed such that Proximm holds 100% (one hundred percent) of Proxipo's Class A Shares and Premia Holding and the other shareholders of Premia Finance hold Class B Shares of Proxipo, in such a way that, following the merger, the current shareholder base of Proxipo will hold a stake equal to 51% of the share capital of Proxipo itself (allocated proportionally to the current holdings of Class A Shares – approximately 95% and Class B Shares – approximately 5%) and the current shareholder base of Premia Finance will hold a stake equal to 49% of the share capital of Proxipo itself. In this regard, it is specified that holders of Proxipo's Class B shares do not hold voting rights in either ordinary or extraordinary meetings. Class B shares, however, confer the same proprietary rights as Class A shares. Finally, in the event of a capital increase without the exclusion of pre-emption rights, Class B shareholders have the right to receive and subscribe only for Class B shares and to exercise the right of pre-emption, in the event of unexercised shares, only on Class B shares.
d) The parties, Premia Holding and Proxipo, have undertaken, for the entire duration of the letter of intent, i.e., until October 31, 2026, not to propose and/or negotiate the transaction or any activity similar to it with parties other than themselves.
With reference to Proxipo, the following are the main summarised economic and financial information as of December 31, 2025: a) revenues of Euro 5.9 million; b) net profit of Euro 63 thousand; c) EBITDA of Euro 0.3 million; d) net financial position of Euro -0.9 million in cash.
It is also highlighted that should the parties confirm their intention to proceed with the merger by incorporation, the shareholders of Premia Finance would see the nature of their shareholding right change, following the loss of the voting right typical of Proxipo's Class B shares that would be assigned to them. This would give rise to the right of withdrawal for those shareholders who vote against or abstain from resolving on the aforementioned merger by incorporation at the meeting.
In any case, Premia Finance undertakes, even after the potential Delisting, to keep its website active and updated and to provide all necessary relevant information for the benefit of shareholders and all
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stakeholders, reporting the price-sensitive information and the pre-merger information in the Investor Relations section.
Convening of the Shareholders' Meeting, deliberative quorum, delisting, and withdrawal right
The Shareholders' Meeting will be convened in ordinary and extraordinary session on first call on August 3, 2026, and, if necessary, on second call on August 4, 2026.
In this regard, it is noted that the Company, on today's date, pursuant to art. 41 of the Euronext Growth Milan Issuers' Regulation, has submitted a formal request to Borsa Italiana S.p.A. for the revocation from trading of the Company's financial instruments.
It is highlighted that the Delisting is subject to the approval of the proposal by the ordinary shareholders' meeting, which must take place, pursuant to art. 14 of the Issuer's Articles of Association and art. 41 of the Euronext Growth Milan Issuers' Regulation, by no less than 90% of the votes of the shareholders present at the meeting.
Consequently, upon reaching the constitutive quorum in the ordinary meeting (which must consist of at least half of the share capital), should 90% of the shareholders present at the meeting vote in favor of this proposal, the aforementioned Delisting process will be initiated, with significant consequences also for those shareholders who have not attended to exercise their voting rights at the meeting.
Without prejudice to the foregoing, based on the currently estimable calendar, it is expected that the Delisting may take effect from September 23, 2026, and in any case on the condition that:
i. at least 20 (twenty) trading days have passed since the communication to Borsa Italiana S.p.A., made today, of the intention to proceed with the Revocation from trading of the financial instruments;
ii. the shareholders' approval has been obtained in the manner provided for by law and the Company's articles of association and the relevant resolution has been registered with the Companies' Register; and iii. Borsa Italiana S.p.A. has ordered, with a specific notice, the Revocation from trading of the Company's shares at least 5 (five) trading days before such date.
Following the Revocation, the ordinary shares issued by the Company will not be traded on any Italian or European regulated market or multilateral trading system, but may nevertheless be subject to private transactions, in accordance with the civil code.
Premia Finance hereby informs that shareholders may contact the Issuer to exercise all rights accrued up to the day of Revocation from the EGM market, and those that will accrue in the future life of the Company, once their respective financial instruments have been revoked from trading on EGM.
Below are the shareholdings of the Company's principal shareholders, as known to date:
- Premia Holding S.r.l., which holds no. 3,280,000 ordinary shares, equal to a stake of approximately 83.47% of the share capital;
- DR Consulting S.r.l., which holds no. 66,152 ordinary shares, equal to a stake of approximately 1.68% of the share capital;
- V Finanzio S.r.l.s., which holds no. 20,548 ordinary shares, equal to a stake of approximately 0.52% of the share capital.
Method for determining the withdrawal price
The Board of Directors, having heard the opinion of the Board of Statutory Auditors and the entity responsible for the statutory audit of the accounts, and in compliance with art. 2437-ter of the civil code, has determined the liquidation value ("Liquidation Value" and/or "Withdrawal Price") of the Company's ordinary shares, in relation to which the right of withdrawal pursuant to art. 14 of the articles of association is exercised, to be Euro 0.7249 per share.
The Withdrawal Price thus determined incorporates a premium of approximately 15% of the current share price (closing price as of 09.07.2026).
For the purpose of determining the Liquidation Value of the shares, the Board of Directors, considering that the determination must take into account the Company's net asset value and its earnings prospects, as well as the potential market value of the shares, has decided to avail itself of the advisory support of an independent advisor, identified as Dr. Alessandro Corona, registered with no. AA_12642 at the Order of Chartered Accountants of Rome and registered with the Register of Statutory Auditors under number 174866, appointed by Ministerial Decree of 07/05/2015 (the "Expert"), who has prepared a valuation report (the "Valuation Report"). The Board of Directors has shared and adopted the valuations and conclusions expressed by the Expert within this
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Valuation Opinion. The valuations were conducted taking into account the provisions of art. 2437-ter of the Civil Code, based on methodologies recognized by prevailing doctrine and most widely used in current best professional practice. In particular, for the determination of the Withdrawal Price, the Directors agreed with the valuation methods referred to by the Expert and, specifically, the mixed asset-income method recommended by the UEC (Union Européenne des Experts Comptables), considered the most suitable for estimating the economic capital of Premia Finance, taking into account the nature of the business carried out, the valuation purpose, and the totality of the information available.
Communications received from the majority shareholder The Company reports that the majority shareholder, Premia Holding S.r.l., has expressed its intention not to exercise the withdrawal right that would otherwise be due to it, should the Company's Shareholders' Meeting approve the revocation of the admission to trading on Euronext Growth Milan.
Based on the aforementioned communications, the maximum estimated withdrawal amount is approximately Euro 426,024, determined based on the Withdrawal Price and the 587,700 shares potentially subject to withdrawal, i.e., following the exercise of the withdrawal right by all shareholders other than Premia Holding S.r.l. (net of the 61,840 treasury shares held).
The Company announces that it has Euro 1,530,200 in funds fully allocated for the payment of the Withdrawal Price, consisting of available reserves (in particular: share premium reserve), also suitable for the simultaneous creation of the reserve for treasury shares pursuant to art. 2357-ter of the Civil Code; these funds are already allocated/segregated in financial planning and will be used without recourse to purchases by the reference shareholder or shareholder loans, without prejudice to the further stages provided for by art. 2437-bis and 2437-quater of the Civil Code for the liquidation of withdrawing shareholders.
Procedures for exercising the withdrawal right Pursuant to art. 14 of the Company's Articles of Association, the withdrawal right may be exercised by the Company's shareholders who have not participated in the shareholders' meeting resolution approving the Revocation, for all or part of the shares held by them. Therefore, shareholders who were absent, i.e., who did not participate in the shareholders' meeting, as well as dissenting and abstaining shareholders, are entitled to exercise the withdrawal right.
It is reminded that, pursuant to art. 127-bis, paragraphs 2 and 3, of Legislative Decree 58/1998 ("TUF"), a shareholder in whose favor the registration in account of the Company's shares is made (i) after the date referred to in art. 83-sexies, paragraph 2, of the TUF (i.e., the record date) and (ii) before the opening of the proceedings of the Premia Finance shareholders' meeting called to resolve on the Revocation, is also considered a shareholder who has not participated in the shareholders' meeting resolution (and, therefore, as a shareholder entitled to exercise the withdrawal right).
The terms and procedures for exercising the withdrawal right and carrying out the liquidation process are those established pursuant to art. 2437-bis and 2437-quater of the Civil Code, as well as in the report prepared by the Board of Directors pursuant to art. 2437-ter of the Civil Code, made available on the Company's website www.premiafinance.it, as well as on the website www.borsaitaliana.it, section Shares/Documents; any further information will be announced through press releases also made available on the Company's website at www.premiafinance.it.
Pursuant to art. 2437-bis of the Civil Code, the withdrawal right may be exercised by entitled shareholders, for all or part of the shares held, by means of a written declaration, to be sent, mandatorily by registered mail, to the Company's registered office at Viale Umberto Tupini, 103 – 00144, Rome (RM) within 15 calendar days from the registration of the shareholders' meeting resolution approving the Revocation in the competent Companies' Register.
Once the withdrawal right has been exercised, pursuant to art. 2437-quater of the Civil Code, the shares will be offered as an option to the other shareholders who have not exercised the withdrawal right in proportion to the shares respectively held by them (the "Option Offer"). Pursuant to art. 2437-quater, paragraph 2, of the Civil Code, a period of not less than 30 days from the date of deposit of the Option Offer at the competent Companies' Register will be granted for the exercise of the option right.
Premia Finance shareholders who exercise the option right within the Option Offer, provided they make a simultaneous request, will also have a pre-emption right to purchase any un-opted shares.
Any shares remaining after this procedure will be reimbursed to the withdrawing shareholders, pursuant to art. 2437-quater, paragraph 5, of the Civil Code, through purchase by the Company using available reserves.
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For further information regarding the contents of this press release, please refer to the notice of call and the explanatory report which will be made available to the public within the terms and in the manner indicated by the applicable provisions of law, at the Company's registered office, on the Company's website www.premiafinance.it, in the Investor Relations / Corporate Documents section, as well as on the website www.borsaitaliana.it, section Shares/Documents.
Further information regarding shareholders' participation in the aforementioned Meeting will be detailed in the notice of call.
Premia Finance spa Credit brokerage company registered in the OAM list at number M451 since November 13, 2018. The Company operates nationally both under agreement and outside agreement, with Banks and Financial Intermediaries; it uses the services of commercial collaborators with agency agreements without representation and employees in contact with the public, offering the following types of financing: (i) assignment of one-fifth of salary and payment delegations; (ii) personal loans; (iii) mortgages; (iv) end-of-service treatment; (v) insurance.
www.premiafinancespa.it
FOR MORE INFORMATION:
IR Premia Finance:
E-mail: ir@premiafinancespa.it
Gaetano Nardo | gaetano.nardo@premiafinancespa.it | +39 339 7423567 Euronext Growth Advisor:
Banca Finnat | Francesco Collettini| e-mail: f.collettini@finnat.it
Financial Advisor:
Thymos Business & Consulting s.r.l.
Legal Advisor – Delisting:
Grimaldi Studio Legale Legal Advisor – M&A:
Amato Avvocati
End of Release no.20211-4-2026 Number of Pages: 6