Implementation of the rules on corporate governance

The Issuer, as a company requesting admission to trading on AIM Italia, is not obliged to comply with the provisions of the Corporate Governance Code.

Although not required in the light of the provisions in force on the matter, the Issuer, starting from the Trading Start Date, has voluntarily applied to its corporate governance system certain provisions aimed at promoting the protection of minority shareholders.

In particular, the Issuer has provided for by statute:

 

• list voting for the election of the Board of Directors;
• that only those shareholders who alone or together with other shareholders hold shares representing at least 10% of the share capital have the right to submit lists.

Post Listing Articles of Association (updated May 2024)

Internal Dealing Procedure

OPC procedure

Insider Register procedure

Privileged Information Management Procedure

Quantitative and qualitative criteria for the significance of potentially relevant relationships for the purposes of evaluating independent directors

Board of Directors

CleanBnB SpA is managed by a Board of Directors ("BoD") currently made up of the following members:

• Francesco Zorgno – Chairman of the BoD and Chief Executive Officer
• Tatiana Skachko – Chief Executive Officer
• Enrico Calabretta – Board member
• Claudio Alemanno – Board member
• Alberto Dell'Acqua – Independent director of the BoD

Curriculum vitae of the members of the Board of Directors

 

Board of Statutory Auditors

 

The Board of Statutory Auditors of CleanBnB SpA is composed as follows:

• Edward Guinevere - President
• George Venturini – Effective member
• Octavia Alfano – Effective member

 

Auditing firm

 

Half-yearly report as at 30.06.2025

2024 Budget file

Half-yearly report as at 30.06.2024

2023 Budget file

Half-yearly report as at 30.06.2023

2022 Budget file

Half-yearly report as at 30.06.2022

2021 Budget file

Half-yearly report as at 30.06.2021

2020 Budget file

Half-yearly report as at 30.06.2020

2019 Budget file

Half-yearly report as at 30.06.2019

Balance sheet as of 31.12.2018

CleanBnB Warrant Regulation 2019-2023 (updated)

KID Warrants

Principal Consultants

Euronext Growth Advisor and Specialist

MIT SIM SpA

Corso Venezia, 16 – 20121 Milan

 

eMarket SDIR / eMarket Storage

Teleborsa Srl

Piazza di Priscilla 4 – Rome

 

Minimum trading lot
800 shares

 

Internal dealing
Internal dealing communication

 

Investor rapporteur
Francesco Zorgno
Tel:<tcxspan tcxhref="+0857010007" title="Call (+085) 701 0007 via 3CX">(+085) 701 0007</tcxspan>
Email: equity@cleanbnb.it

Disclosure obligations of Significant Shareholders

Pursuant to the AIM Italia Regulation, those who participate in the issuer's capital must therefore communicate any "substantial change" or the achievement or exceeding of the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50 %, 66,6% and 90% of the share capital of the AIM issuer, as well as the reduction below the aforementioned thresholds, in order to allow the issuer itself to communicate the substantial change via SDIR.

For the purpose of calculating the shares held by the so-called significant shareholder – ie who holds at least 5% of the share capital – i) the shares he owns must be calculated (even if the right to vote belongs or is attributed to third parties); ii) the shareholdings in relation to which the right to vote is due or assigned; iii) the shares held by intermediaries, trustees, subsidiaries or for which the right to vote belongs or is attributed to such persons; and iv) the overall shares conferred in a shareholders' agreement having as its object the exercise of the right to vote in the issuer.

Promptly, and in any case within 4 trading days from the transaction which gives rise to the obligation (regardless of the date of execution) or from the day on which it becomes aware of the events that involve changes in the share capital of the issuer, the shareholder significant must communicate to the issuer itself:

(a) your identity;
(b) the date on which the issuer was informed;
(c) the date on which the material change in the holdings occurred;
(d) the nature and extent of the significant shareholder's interest in the transaction.

 

Post-Listing Shareholding

 

At the end of the last warrant exercise period in 2023, the share capital is held as follows:

 

Partner	Number of shares	% Share capital
Guest Host Srl	2.525.603	29.28%
Basket Market	6.098.259	70.72%
TOTAL	8.623.862	100,00%

Form relating to the communication of significant shareholders

Warning

In order to access this website and the admission document, it is necessary to read and accept the information provided below, which the reader must carefully evaluate before reading, accessing or using the information provided below in any other way. By accessing this website, you agree to be bound by the terms and conditions set out below, and any subsequent updates thereof.

The Admission Document shown in this section of the website (the "Admission Document") is an Admission Document on AIM Italia - Alternative Capital Market, a multilateral trading system organized and managed by Borsa Italiana SpA ("AIM), of the shares (the "Shares") of CleanBnB SpA (the "Company") and was prepared in accordance with the AIM Italia Issuers' Regulation ("Aim Italia Issuers' Regulation"). The Admission Document and the transaction described therein do not constitute an offer to the public of financial instruments or an admission of financial instruments to a regulated market as defined by the Consolidated Law on Finance, Consob Regulation no. 11971 of 14 May 1999, as subsequently amended and supplemented, and by the equivalent legal and regulatory provisions applicable abroad.

The information contained in this section of the website is disseminated in application of articles 17 and 26 of the AIM Issuers' Regulation.

The following information and the Admission Document are accessible only to subjects who:
(a) are resident in Italy and who are neither domiciled nor in any case currently located in the United States of America, Australia, Japan, Canada as well as in any other country in which the dissemination of the Admission Document and/or such information requires the approval of the competent local Authorities or is in violation of local rules or regulations ("Other Countries");
(b) they are not "US Persons" according to the definition contained in Regulation S of the United States Securities Act of 1933, as subsequently amended, nor are they persons acting on their behalf or for their benefit without the existence of a specific registration or a specific exemption from registration pursuant to the United States Securities Act and current legislation.

The "US Person" in the sense indicated above is prevented from accessing and downloading the admission document through this website. For no reason and under no circumstances is it permitted to circulate, directly or through third parties, the Admission Document and any other information contained in this section of the website outside Italy, in particular in the United States, Australia, Japan , in Canada or in the Other Countries, nor is it permitted to distribute the Admission Document to a "US Person" in the sense indicated above. Failure to comply with this provision may result in a violation of the United States Securities Act or applicable law in other jurisdictions.

The information contained on this website (or on any other site to which this website has hypertext links) does not constitute an offer, invitation to offer or promotional activity in relation to actions against any citizen or resident of Canada, Australia, Japan or the United States of America or in any other country in which such acts are not permitted in the absence of specific exemptions or authorizations from the competent authorities. The shares are not and will not be registered under the United States Securities Act of 1933, as amended or with any regulatory authority in any state or other jurisdiction of the United States of America and may not be offered or sold in the United States of America. 'America or to, or for the account or benefit of, a US Person, as described above, in the absence of such registration or express exemption from such compliance or in other countries where the offering of shares is restricted under the current legislation.

To access this website, the Admission Document and any other information contained in the following pages, I declare under my full responsibility that I am resident in Italy and that I am not domiciled nor am I currently in the United States of America, Australia , Japan, Canada or the Other Countries and that you are not a "US Person" as defined in Regulation S of the United States Securities Act of 1933, as subsequently amended.

 

I CONFIRM THAT I HAVE READ AND ACCEPT THE ABOVE CONDITIONS

Deductions for subscription to placement in Aucap - 2021

In this section, interested parties can download the documentation necessary for the purposes of the tax benefits provided for contributions made for the subscription of CleanBnB SpA shares during the placement phase of the newly issued shares placed on the Euronext Growth (ex AIM) market during the year 2021. In particular, the pdf file downloadable here consists of the certification required by art. 5, paragraph 1, letter a) of the interministerial decree of 7 May 2019, which implemented the provisions on tax breaks.

It is recalled that, in order to benefit from these concessions, it is necessary:

• print in full or send in pdf format (according to the indications of your accountant) the document made available here;
• have subscribed the CleanBnB SpA shares during the capital increase, by converting the related option rights during 2021;
• still be in possession of these shares subscribed at the time of the capital increase for 2021 and, therefore, not have sold them.

In addition to the document that can be downloaded in this section, for the purposes of tax relief, documentary proof of the subscription of the shares may also be required, even if not expressly provided for by the aforementioned decree: in this regard, it is advisable to obtain adequate documentation certifying the payment made in place of subscription (such as, for example, the confirmation of the purchase of the shares, the accounting of the relative transfer, etc.).

 

Documentation download link:

I CONFIRM THAT I AM AN INVESTOR AS DESCRIBED ABOVE

 

Deductions for subscription to IPO placement - 2019

In this section, interested parties can download the documentation necessary for the purposes of the tax breaks envisaged for contributions made for the subscription of CleanBnB SpA shares in the pre-admission placement phase for trading on the AIM Italia market.

In particular, the pdf file downloadable here consists of: (i) certification required by art. 5, paragraph 1, letter a) of the interministerial decree of 7 May 2019, which implemented the provisions on tax breaks; (ii) admission document made available upon placement of CleanBnB shares.

 

It is recalled that, in order to benefit from these concessions, it is necessary:

• print in full or send in pdf format (according to the indications of your accountant) the document made available here;
• have subscribed the CleanBnB SpA shares during the placement and, therefore, by 24 July 2019;
• still be in possession of these shares subscribed at the time of placement and, therefore, not have sold them.

 

In addition to the document that can be downloaded in this section, for the purposes of tax relief, documentary proof of the subscription of the shares may also be required, even if not expressly provided for by the aforementioned decree: in this regard, it is advisable to obtain adequate documentation certifying the payment made in place of subscription (such as, for example, the confirmation of the purchase of the shares, the accounting of the relative transfer, etc.).

 

Documentation download link:

I CONFIRM THAT I AM AN INVESTOR AS DESCRIBED ABOVE

Option offer notice

Membership form

Subscription Rights KID

The terms of the capital increase are summarized at this link.

October 6, 2025 – Board of Directors to examine the management data as of 30 September 2025: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

September 30, 2025 – Board of Directors for approval of the consolidated half-yearly financial report as of June 30, 2025 (data not subject to audit).

July 7, 2025 – Board of Directors to examine the management data as of 30 June 2025: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

May 16, 2025 – Ordinary Shareholders' Meeting for the approval of the 2024 financial statements and presentation of the 2024 consolidated financial statements (2nd call)

April 30, 2025 – Ordinary Shareholders' Meeting for the approval of the 2024 financial statements and presentation of the 2024 consolidated financial statements (1nd call)

April 7, 2025 – Board of Directors to examine the management data as of 31 March 2025: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

March 28, 2025 – Board of Directors for the approval of the Draft Financial Statements for the 2024 financial year and the Consolidated Financial Statements for 2024

January 13, 2025 – Board of Directors to examine the management data as of 31 December 2024: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

***

October 7, 2024 – Board of Directors to examine the management data as of 30 September 2024: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

September 30, 2024 – 2023 Board of Directors for approval of the consolidated half-yearly financial report as of 30 June 2024 (data not subject to audit).

July 2, 2024 – Board of Directors to examine the management data as of 30 June 2024: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

May 2, 2024 – Ordinary Shareholders' Meeting for the approval of the 2023 financial statements and presentation of the 2023 consolidated financial statements (2nd call)

April 29, 2024 – Ordinary Shareholders' Meeting for the approval of the 2023 financial statements and presentation of the 2023 consolidated financial statements (1nd call)

April 8, 2024 – Board of Directors to examine the management data as of 31 March 2024: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

March 28, 2024 – Board of Directors for the approval of the Draft Financial Statements for the 2023 financial year and the Consolidated Financial Statements for 2023

January 8, 2024 – Board of Directors to examine the management data as of 31 December 2023: number of apartments managed, number of stays managed, gross booking (data not subject to audit).

***

October 12, 2023 – Board of Directors for examination of management data as at 30 September 2023

September 29, 2023 – Board of Directors 2023 for approval Consolidated half-year financial report as at 30 June 2023

July 12, 2023 – Board of Directors for examination of management data as at 30 June 2023

April 24, 2023 – Ordinary Shareholders' Meeting for the approval of the 2022 financial statements and presentation of the 2022 consolidated financial statements (2nd call)

April 22, 2023 – Ordinary Shareholders' Meeting for the approval of the 2022 financial statements and presentation of the 2022 consolidated financial statements (1nd call)

April 12, 2023 – Board of Directors for examination of management data as at 31 March 2023

March 20, 2023 – Board of Directors for the approval of the Draft Financial Statements for the 2022 financial year and the Consolidated Financial Statements for 2022

January 25, 2023 – Board of Directors for examination of management data as at 31 December 2022

***

October 11, 2022 – Board of Directors for examination of management data as at 30 September 2022

September 28, 2022 – Board of Directors 2022 for approval Consolidated half-year financial report as at 30 June 2022

July 12, 2022 – Board of Directors for examination of management data as at 30 June 2022

May 3, 2022 – Ordinary Shareholders' Meeting for the approval of the 2021 financial statements and presentation of the 2021 consolidated financial statements (2nd call)

April 29, 2022 – Ordinary Shareholders' Meeting for the approval of the 2021 financial statements and presentation of the 2021 consolidated financial statements (1nd call)

April 12, 2022 – Board of Directors for examination of management data as at 31 March 2022

March 29, 2022 – Board of Directors for the approval of the Draft Financial Statements for the 2021 financial year and the Consolidated Financial Statements for 2021

February 8, 2022 – Board of Directors for examination of management data as at 31 December 2021

***

September 29, 2021 – Board of Directors for the approval of the half-year financial report as at 30 June 2021

June 11, 2021 – Extraordinary Shareholders' Meeting and Warrant Holders' Meeting (2nd call)

June 10, 2021 – Extraordinary Shareholders' Meeting and Warrant Holders' Meeting (1nd call)

19 May 2021 - Shareholders' meeting (2nd call) to approve the financial statements as at 31 December
2020

May 14, 2021 – Shareholders' meeting (1st call) to approve the financial statements as at 31 December
2020

April 14, 2021 – Board of Directors for the approval of the draft financial statements and the consolidated financial statements as at 31 December 2020

2025.10.06 – Disclosure on quarterly management data as at 30.09.2025

2025.09.30 – The BoD approves the half-yearly report as at 30.06.2025

2025.07.07 – Disclosure on quarterly management data as at 30.06.2025

2025.05.26 – Delegations and requirements for directors and auditors

2025.05.16 – Approval of the 2024 financial statements and renewal of offices

2025.04.30 – Ordinary Shareholders’ Meeting

2025.04.24 – Publication of the lists for the appointment of the Board of Directors and the Board of Statutory Auditors

2025.04.14 – Ordinary shareholders' meeting call notice

2025.04.07 – Disclosure on quarterly management data as at 31.03.2025

2025.03.28 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2024

2025.01.13 – Disclosure on annual management data as at 31.12.2024

***

2024.12.12 – Approved the new calendar of corporate events

2024.10.07 – Disclosure on quarterly management data as at 30.09.2024

2024.09.30 – The BoD approves the half-yearly report as at 30.06.2024

2024.07.02 – Information regarding the half-yearly management data as of 30.06.2024

2024.05.02 – The 2023 financial statements and amendments to the bylaws approved

2024.04.12 – Notice of convocation of ordinary and extraordinary meeting

2024.04.08 – Disclosure on quarterly management data as at 31.03.2024

2024.03.28 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2023

2024.01.08 – Disclosure on annual management data as at 31.12.2023

***

2023.12.27 – The calendar of corporate events for 2024 has been approved

2023.10.12 – Communication on management data Q3 2023

2023.09.29 – The BoD approves the half-yearly report as at 30.06.2023

2023.08.08 – Communication pursuant to art. 17 of the Regulation

2023.07.12 – Communication on management data Q2 2023

2023.07.11 – Communication of change in share capital

2023.06.02 – Outcome of the fourth and last exercise period “Warrant CleanBnB 2019-2023”

2023.05.24 – Approved the 2022 financial statements

2023.05.12 – Opening of the fourth and last exercise period “Warrant CleanBnB 2019-2023”

2023.05.05 – Ordinary shareholders' meeting call notice

2023.04.20 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2022

2023.04.12 – Communication on management data Q1 2023

2023.03.27 – Modification of the financial calendar

2023.01.25 – Disclosure on annual management data as at 31.12.2022

2023.01.20 – Approved the new calendar of corporate events

***

2022.10.11 – Disclosure on quarterly management data as at 30.09.2022

2022.09.28 – The BoD approves the half-yearly report as at 30.06.2022

2022.09.17 – Resignation of a director

2022.07.12 – Disclosure on quarterly management data as at 30.06.2022

2022.06.17 – Communication on outstanding warrants

2022.06.09 – Communication of change in share capital

2022.05.27 – Outcome of the third exercise period of the “Warrant CleanBnB 2019-2023”

2022.05.13 – Opening of the third exercise period of the “Warrant CleanBnB 2019-2023”

2022.05.03 – Approval of the 2021 financial statements and renewal of offices

2022.04.27 – Publication of the lists for the appointment of the Board of Directors and the Board of Statutory Auditors

2022.04.12 – Disclosure on quarterly management data as at 31.03.2022

2022.03.29 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2021

2022.02.08 – Disclosure on annual management data as at 31.12.2021

2022.01.28 – Appointment of new EGA and approval of the 2022 calendar

***

2021.09.29 – The BoD approves the half-yearly report as at 30.06.2021

2021.07.30 – Change in share capital

2021.07.22 – Outcome of capital increase

2021.07.16 – Completed the option offer of the capital increase

2021.07.05 – Adjustment of the Warrant exercise price

2021.07.01 – KID Notification of Option Rights

2021.06.24 – Notice of capital increase terms

2021.06.23 – The BoD approves the terms of the capital increase

2021.06.22 – Registration modification of the Warrant regulation

2021.06.12 – Approval of capital increase and Warrant settlement

2021.06.09 – Change in share capital

2021.05.31 – Outcome of the second Warrant exercise period

2021.05.25 – Convening of the extraordinary meeting of shareholders and Warrant holders 

2021.05.21 – Board of Directors CleanBnB SpA

2021.05.20 – Shareholders' meeting 

2021.05.14 – Opening of the second warrant exercise period

2021.05.10 – The candidacy for the integration of the BoD has been presented

2021.04.28 – Publication of the notice convening the Ordinary and Extraordinary Shareholders' Meeting

2021.04.14 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2020

2021.03.26 – Modification of the 2021 corporate events calendar

2021.03.24 – Change of specialist operator

2021.01.29 – Calendar of corporate events and management data

***

2020.12.31 – Disclosure on the role of Investor Relations Manager

2020.11.17 – Acquisition of a portfolio of management contracts

2020.09.30 – Approval of half-yearly report as at 30.06.2020

2020.08.06 – Independent director

2020.07.03 – Warrant update

2020.06.26 – Warrant update

2020.06.25 – Change in share capital

2020.06.22 – Independent director

2020.05.29 – Warrant exercise outcome

2020.05.28 – CleanBnB ready to restart

2020.05.15 – Opening of the first Warrant exercise period

2020.05.14 – Financial statements as at 31 December 2019 approved

2020.04.24 – Publication of notice of call

2020.04.20 – Presentation of financial results for the year 2019 

2020.04.10 – The BoD approves the draft financial statements and the consolidated financial statements as at 31.12.2019

2020.03.27 – Modification of the 2020 financial calendar

2020.03.24 – Information on the effects of the DPCM 22.03.2020

2020.01.29 – Financial calendar 2020

2020.01.14 – Communication on management data Q4 2019

***

2019.10.16 – Communication on management data Q3 2019

2019.09.30 – Approval of half-yearly report as at 30.06.2019

2019.09.12 – Communication on management data Q2 2019

2019.07.31 – 2019 corporate events calendar

2025.04.24 – List of candidates for the Board of Directors

2025.04.24 – List of candidates for the Board of Statutory Auditors

2025.04.14 - Board opinion on appointment of auditor

2025.04.14 – Delegation pursuant to art. 135-novies

2025.04.14 – Delegation pursuant to art. 135 undecies

2025.04.14 – Report of the Ordinary Shareholders' Meeting

2025.04.14 – Ordinary Shareholders' Meeting call notice 

***

2024.05.02 – Minutes of the Ordinary and Extraordinary Meeting

2024.04.12 – Delegation pursuant to art. 135-novies

2024.04.12 – Delegation pursuant to art. 135 undecies

2024.04.12 – Report of the Ordinary and Extraordinary Shareholders' Meeting

2024.04.12 – Notice of convocation of Ordinary and Extraordinary Shareholders' Meeting

***

2023.05.05 – Delegation pursuant to art. 135-novies

2023.05.05 – Delegation pursuant to art. 135 undecies

2023.05.05 – Report of the Ordinary Shareholders' Meeting

2023.05.05 – Ordinary Shareholders' Meeting call notice

***

2022.04.22 – List of candidates for the Board of Directors

2022.04.22 – List of candidates for the Board of Statutory Auditors

2022.04.14 - Board opinion on appointment of auditor

2022.04.14 – Delegation pursuant to art. 135-novies

2022.04.14 – Delegation pursuant to art 135 undecies 2022

2022.04.14 – Report of the Ordinary and Extraordinary Shareholders' Meeting

2022.04.14 – Notice of convocation of Ordinary and Extraordinary Shareholders' Meeting

***

2021.05.25 – Delegation pursuant to art. 135-novies TUF (Warrants)

2021.05.25 – Delegation pursuant to art. 135-undecies TUF (Warrants)

2021.05.25 – Illustrative report of the Warrant holders' meeting

2021.05.25 - Opinion of the Board of Statutory Auditors

2021.05.25 – Notice convening the Warrant Holders' Meeting

2021.05.25 – Delegation pursuant to art. 135-novies TUF (Extraordinary)

2021.05.25 – Delegation pursuant to art. 135-undecies TUF (Extraordinary)

2021.05.25 – Report of the Extraordinary Shareholders' Meeting – 2

2021.05.25 – Report of the Extraordinary Shareholders' Meeting – 1

2021.05.25 – Notice of Extraordinary Shareholders' Meeting

2021.05.10 - Director candidacy documentation

2021.04.30 – Delegation pursuant to art. 135-novies TUF

2021.04.30 – Delegation pursuant to art. 135-undecies TUF

2021.04.29 – Explanatory reports

2021.04.28 – Convening of Ordinary and Extraordinary Shareholders' Meeting

***

2020.04.24 – Notice of Ordinary Shareholders' Meeting

2020.04.24 – Explanatory reports

2020.04.24 – Delegation pursuant to art. 135-novies TUF

2020.04.24 – Delegation pursuant to art. 135-undecies TUF

2021.07.15 - Internal dealing communication

2020.04.22 – Presentation FY 2019

2025.12.02 – Equity research flash notes

2025.11.23 – Equity research update

2025.04.24 – Equity research update

2024.10.08 – Equity research update

2024.07.04 – Equity research flash notes

2024.04.26 – Equity research update

2023.10.19 – Equity research update

2023.07.31 – Equity research flash notes

2023.05.15 – Equity research update

2023.02.02 – Equity research flash notes

2022.10.26 – Equity research update

2022.08.01 – Equity research flash notes

2022.04.27 – Equity research update

2021.10.26 – Equity research update