It was also proposed to grant a delegation to the Board of Directors
to increase the share capital for the next five years
Ronco Scrivia (GE, Italy), April 11th, 2023 - Racing Force S.p.A., parent company of Racing Force Group, specialized in the development, production, and marketing of safety components for motorsports worldwide, listed on the Euronext Growth segment in Milan (RFG) and Paris (ALRFG), announces that the Company's Board of Directors has approved the proposal at the Shareholders' Meeting to adopt the "Stock Grant Plan 2023-2025" incentive plan (the "Plan") addressed to the managers who hold the positions of directors and executives with strategic responsibilities, as well as to certain employees and consultants of the Company and/or the Group (the "Beneficiaries"). This plan is structured over a three-year period and provides the possibility for the Beneficiaries of accruing rights to receive ordinary shares of the Company for free, up to a maximum of no. 1,000,000 shares, proportionally to the achievement of certain objectives related to a (i) minimum increase in adjusted consolidated EBITDA, (ii) an increase in consolidated operating cash flow, and (iii) an increase in the average stock market price of the Company's shares.
Rights to the Beneficiaries will be assigned by the Company's Board of Directors in three tranches, all subject to the same vesting period that will expire at the end of the three-year duration of the Plan (i.e. December 31st, 2025).
The approval of the Plan will be submitted to the Shareholders' Meeting that will take place, in single call, on April 28th, 2023, pursuant to and for the purposes of art. 114-bis of the TUF.
For further information on the details of the Plan, please refer to the explanatory report of the Board of Directors and to the information document relating to the Plan which will be made available to the public within the deadline for publication of the notice calling the Shareholders' Meeting according to the applicable regulations.
Furthermore, on the same date, the Board of Directors proposed during the same Shareholders' Meeting the granting of a delegation to the Board of Directors pursuant to art. 2443 of the civil code, for a period of five years from the date of the resolution, to increase the share capital up to the maximum total amount of 10% of the pre-existing share capital at the date of the first exercise of the delegation, in a divisible manner even in more tranches, also with the exclusion of option rights or for free, also pursuant to art. 2441, paragraphs 4, 5 and 8 and of the art. 2349 of the civil code, upon revocation of the delegation granted by the extraordinary Shareholders' Meeting on October 15th, 2021 for the portion not executed.