Milan, 15 December 2023. DHH S.p.A. (“DHH” or the “Company”) (DHH.MI | WDHH21.MI) (ISIN shares IT0005203622) announces the financial calendar for 2024, which is summarized below:
- 21 March 2024: Board of Directors meeting approving the draft Financial Statements 2023 and the consolidated Financial Statements 2023;
- 29 April 2024: Shareholders’ meeting, on first call, approving the Financial Statements 2023;
- 30 April 2024: Shareholders’ meeting, on second call, approving the Financial Statements 2023;
- 22 May 2024: Board of Directors meeting reviewing the quarterly results (1Q2024);
- 20 September 2024: Board of Directors meeting approving the six-monthly Financial Statements 2024, subject to limited review by the auditing firm;
- 22 November 2024: Board of Directors meeting reviewing the quarterly results (3Q2024).
FURTHER INFORMATION
Furthermore, today the Board of Directors of DHH:
A) Approved the renewal of three service contracts between Seeweb Srl – DHH’s subsidiary – and Quadrant Srl (which is a related party of both Seeweb and DHH) concerning the provision of services to be provided by Quadrant, at certain properties where Seeweb conducts its business activities and where it has established its data centers.
More specifically, Quadrant comes under the definition of “Related Party” as set forth in the “Procedure for Managing Transactions with Related Parties” approved by the Company’s Board of Directors on 15 February 2022 (“RPT Procedure”) – and under the applicable regulatory provisions – and is, therefore, a related party of DHH (as well as Seeweb): (i) as a company owned by the majority share, equal to 50,67% of the share capital, by Antonio Domenico Baldassarra, member of the Board of Directors and majority shareholder of DHH, with significant influence on the same (due to holding more than 20% of the voting rights that can be exercised at the shareholders’ meeting), (ii) as the role of Sole Director of Quadrant is held by Tamara Arduini who is also a member of the Board of Directors of DHH.
The agreements in question can be synthetically described as follows.
- Technological services agreement (Milan, Via Caldera 21): object of the agreement is the supply, by Quadrant in favour of Seeweb, of technological services (including the granting of using spaces) at the “Caldera Business Park” in Milan, Via Caldera 21, for a duration of 2 years starting from 1 January 2024, against compensation amounting to Euro 302.000 plus VAT/year.
- Services agreement (Frosinone, Via Armando Vona 66): object of the agreement is the supply, by Quadrant in favour of Seeweb, of services (cleaning, sanitisation, gardening, surveillance and security etc.) at the industrial premises – currently leased to Seeweb – in Frosinone, Via Armando Vona 66, for a duration of 2 years starting from 1 January 2024, against compensation of Euro 113.000 plus VAT/year.
- Services agreement (Frosinone, Corso Lazio 9): object of the agreement is the supply, by Quadrant in favour of Seeweb, of services (cleaning, gardening, etc.) at the premises – currently leased to Seeweb – in Frosinone, Corso Lazio 9, for a duration of 2 years starting from 1 January 2024, against compensation of Euro 8.000 plus VAT/year.
The services agreements described above are functional to the business activity carried out by Seeweb, and the premises where the services are rendered – and where Seeweb’s data centers are located – are strategically important.
Specifically, pursuant to the RPT Procedure and in compliance with the provisions on related parties issued by Borsa Italiana S.p.A. for issuers with financial instruments admitted to trading on the “Euronext Growth Milan” market, (i) the Via Caldera technological services agreement and the Via Vona services agreement, taking into consideration, for greater caution, the two-year duration, would constitute transactions with related parties qualifying as “of lesser importance”, therefore subject to the execution of the relevant approval procedure while (ii) the Corso Lazio services agreement would constitute a transaction with related party qualifiable as “of smaller amount”, therefore excluded from the application of the relevant approval procedure, however, being concluded between the same parties in the context of a single transaction, it is included by the Company in the authorization procedure being the entire transaction, taken as a whole, as composed of the 3 mentioned contracts for a total two-year value of 846.000 Euro plus VAT, which is lower than the relevance indices and therefore qualifies as a transaction “of lesser importance”.
In particular, in accordance with the aforementioned RPT Procedure, the signing of service agreements with Quadrant was approved by the Board of Directors of DHH also on the basis of the favorable opinion issued by the specially formed Related Party Transactions Committee, composed of the Independent Director and the Chairman of the Company’s Board of Statutory Auditors.
The Committee, after having been involved in the preliminary stages of the transactions and provided with complete and adequate information on the same, issued the mentioned reasoned opinion, expressly stating the interest of the Company and Seeweb in carrying out the transactions, as well as the convenience and substantive correctness of the relevant applicable terms and conditions.
B) The Company, while not falling within the cases in which such an appointment is mandatory, informs that it intends to appoint a Data Protection Officer DPO (DPO) in order to verify, preside over and monitor in the Company the application of the protections provided for by current legislation on the protection of personal data.
This appointment will be entrusted to an external DPO, and, after carrying out a selection process, has identified the appropriate requirements to fill this position in the person of Lawyer Valentina Apruzzi with office in Bologna, Via Santo Stefano 50, a professional expert in legal issues pertaining to technology and personal data protection, who holds the position of DPO in other business entities operating on an international scale.
In the coming days, the appointment will be formalized, and the Data Protection Authority will be notified.
