Board of directors – 11/12/2017

The meeting of the Board of Administration of Health Italia held on this day decided to put the following matters on the agenda of the extraordinary general meeting of shareholders:

• Increase of share capital against payment and divisible, with the exclusion of the right of pre-emption, through the issue of shares in kind in accordance with article 2441, clause 4 for a total sum of 11,800,000.00 Euros between the nominal value and the surcharge in order to service the transfer of investments held by the shareholders of Basis S.p.A.;
• Issue of a convertible bond loan in shares for a total maximum value of 10,000,000.00 Euros for a duration of 5 years;
• Increase of share capital in accordance with article 2442.bis, against payment and divisible, with the exclusion of the right of pre-emption, to service the convertible bond loan for a maximum sum of 10,000,000.00 Euros, inclusive of surcharge.

At the same meeting the following resolutions were approved:

• the Administrators’ reports, in accordance with article 2441, clause 6 of the Italian Civil Code, illustrating the increases of share capital with the exclusion of the right of pre-emption described above.
• the information sheet prepared in reference to the increase of share capital in accordance with the Regolamento Emittenti AIM Italia (Italian AIM Issue Regulations) adopted by the Italian Stock Exchange on June 7th, 2010 for operations with related parties;
• the information sheet prepared in reference to the issue of a convertible bond loan and the relative increase of share capital in accordance with the Regolamento Emittenti AIM Italia (Italian AIM Issue Regulations) adopted by the Italian Stock Exchange on June 7th, 2010.

The operations in question are part of the wider and more detailed developments of the Company which aim at increasing values for the shareholders. Specifically, following the aim of becoming of the majority shareholding of Basis S.p.A. Health Italia intends achieving greater capitalization and reinforcing its property section as a synergistic element of the industrial plan for the entire group.

In fact, Basis S.p.A. is a company which operates in the real estate sector which owns the properties that are instrumental to Health Italia’s activities and those of its controlled companies.

Said operation is part of an operation with the correlated parties of greatest relevance in accordance with the Correlated Parties Procedure adopted by the Company on November 11th, 2016. We advise that the relative information sheet Company will be available according to the time frame in Related Parties Operation regulations at the Company office and on its website in the “Investor Relations” section.

The issue of the Bond Loan will then allow the Company to benefit by gathering on the market the medium and long term non-bank capital of financial resources under favourable terms. The main advantages of this operation are (i) an increase in the financial flexibility of the Company, (ii) in finding funds under favourable economic conditions, having regard also for the characteristics of the shares, (iii) with the possibility of benefitting from the positive market conditions through quick placement with qualified Italian and international investors.

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