Corporate governance

Share Capital and Shareholders

The share capital of Italian Wine Brands S.p.A. is equal to 1,046,265.80 Euros, divided into 8,802,077 Ordinary Shares in circulation, without indication of nominal value.
The Ordinary Shares of Italian Wine Brands S.p.A. are approved for trading on the AIM Italia/Alternative Investment Market.

DIRECT SHAREHOLDERSPERCENTAGE OF SHARE CAPITAL WITH VOTING RIGHTS
(ORDINARY SHARES)
Gruppo Pizzolo S.r.l.15.91%
Provinco S.r.l.7.63%
IPOC S.r.l.7.31%
Otus Capital Management Ltd6.14%

Based on the information available to Italian Wine Brands S.p.A., beyond those indicated above, there are no other shareholders who hold a stake exceeding 5% of the share capital with voting rights.

Pursuant to the AIM Italia/Alternative Investment Market By-laws and Issuers Regulation, whoever comes into possession of the financial instruments of Italian Wine Brands S.p.A. approved for trading on the AIM Italia/Alternative Investment Market at or above the threshold established by the AIM Italia/Alternative Investment Market Issuers Regulation, must promptly notify the Board of Directors by registered letter, return receipt requested, sent in advance by fax to the number +39 02/7214231.

In particular, the notification is required when reaching or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50%, 66.6%, and 90% of the share capital with voting rights of Italian Wine Brands S.p.A., and when falling below the cited thresholds (“Significant Shareholding”).
The reaching or exceeding of a Significant Shareholding represents a “Substantial Change” that must be communicated by the Shareholders to Italian Wine Brands S.p.A. within five (5) days of the trade, starting from the date of completion of the action or event that caused the obligation to arise, independent of the date of execution, in accordance with the terms and procedures set forth by the Transparency Regulations.

The communication of the “Substantial Change” must identify the shareholder, nature and amount of the holding; the date on which the shareholder purchased or sold the percentage of share capital that led to a “Substantial Change,” or the date on which the percentage of the holding underwent an increase or decrease with respect to the thresholds set by the Regulation.

For that purpose, we invite the Shareholders to use the notification forms and the relevant instructions in Annex 4 (Ownership Structures) of the Regulation issued by the Italian Stock Exchange Authority (CONSOB) by resolution No. 11971 of 1999, while specifying that the references contained therein to regulated markets or to listed companies must be understood as references to multilateral trading systems.

See CONSOB Regulation No. 11971/1999 >

Note that pursuant to Article 8 of the By-laws, failure to notify the Board of Directors of a “Substantial Change” shall entail the suspension of voting rights in connection with the shares or financial instruments for which notification was omitted.

Board of directors

Alessandro
Mutinelli

President and CEO
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Giorgio
Pizzolo

Vicepresident
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Pier Paolo
Quaranta

BOD Member
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Simone
Strocchi

BOD Member
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Marta
Pizzolo

BOD Member
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Massimiliano
Mutinelli

BOD Member
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Antonella
Lillo

BOD Member
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Board of auditors

David
Reali

BOA Member
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Debora
Mazzaccherini

Statutory Auditor
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Eugenio
Romita

Statutory Auditor
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Principal Advisors

  • Nomad: Intesa Sanpaolo S.p.A.
  • Strategic Advisor: Electa Italia
  • Legal Advisor: Studio Legale Gatti Pavesi Bianchi
  • Independent Auditor: BDO Italia
  • Specialist: Banca Akros S.p.A.