Salute e Benessere
RECORDATI : SHAREHOLDERS APPROVE THE 2013 ACCOUNTS. DIVIDEND EUR 0.33 PER SHARE.
Today the Annual Meeting of Recordati Shareholders was held.
Recordati's Annual Shareholders' Meeting approved the company's 2013 financial accounts which were prepared according to IAS/IFRS. In addition, the group's consolidated statements, which were also prepared according to IAS/IFRS, were presented. The tables attached contain a summary of the 2013 financial statements. As announced on 6 March 2014 revenues are EUR 941.6 million (+13.7%), operating income (EBIT) is EUR 195.4 million (+17.0%), and net income is EUR 133.7 million (+12.8%). International sales account for 75.7% of total sales.
As proposed by the Board of Directors, the shareholders approved a dividend of EUR 0.11 per share (before withholding tax), in full balance of the interim 2013 dividend of EUR 0.22, to be paid to all shares outstanding at ex-dividend date, excluding those in treasury stock, as from 2 May 2014 and record date on 30 April 2014, with ex-dividend on 28 April 2014. The full 2013 dividend is therefore of EUR 0.33 per share (EUR 0.30 per share last year).
The shareholders appointed the Board of Directors for the years 2014, 2015 and 2016 ( until the Annual Shareholders' Meeting which will approve the 2016 financial statements) which is composed of ten members. Nominees to the Board include the new members Rosalba Casiraghi, Michaela Castelli and Paolo Fresia. The following members were re-elected: Giovanni Recordati, Alberto Recordati, Andrea Recordati, Fritz Squindo, Marco Vitale, Mario Garraffo and Carlo Pedersoli. The newly elected member Paolo Fresia was taken from the proposal presented by shareholder Torre S.S., while all the other nominees were chosen among the candidates proposed by the majority shareholder FIMEI S.p.A.. The shareholders, furthermore, appointed the Statutory Auditors by approving the proposal presented by the majority shareholder FIMEI S.p.A. to confirm Marco Nava, President and Marco Rigotti, Auditor and to nominate the new Auditor Livia Amidani Aliberti. Marco Antonio Viganò was re-elected Alternate Auditor and Patrizia Oriundi Paleologo appointed new Alternate Auditor.
The professional résumés of the members of the new Board of Directors and the new Statutory Auditors are available on the company's website:
http://www.recordati.it/investors/shareholders_meetings/2014sm.aspx?sc_lang=en .
The Shareholders' Meeting also approved the remuneration policies in accordance with article 123 of Legislative Decree No. 58 of 24 February 1998 which is the object of the Board's explanatory report on the fourth item of the agenda of the Shareholders' Meeting and can be found on the company's website at:
http://www.recordati.it/investors/shareholders_meetings/2014sm.aspx?sc_lang=en .
Furthermore, the Shareholders' Meeting approved a new stock option plan covering the five year 2014-2018 period, the details of which have already been published and communicated to the public and are available in the relative explanatory document as required by law. The explanatory document, which is the object of the Board's explanatory report on the fifth item of the agenda of the Shareholders' Meeting, can be found on the company's website at:
http://www.recordati.it/investors/shareholders_meetings/2014sm.aspx?sc_lang=en .
The Shareholders' Meeting authorized the buy back and disposal of Recordati shares until the Annual Shareholders' Meeting which will approve the 2014 financial statements. The objective of the proposal to renew the authorization to buy back and dispose of Recordati shares until the Annual Shareholders' Meeting which will approve the 2014 financial statements is, as in previous years, to grant the Board the possibility: of using shares for equity acquisitions or as consideration for strategic agreements; of allowing the company to invest in its own shares; and of constituting a stock of own shares to service current and future stock option plans. The company would be allowed to purchase up to 20,000,000 Recordati existing ordinary (common) shares, which includes those shares held in Treasury stock at any given time, for a maximum cash outlay of EUR 250,000,000. The purchase price must be at least equal to the shares' nominal value (EUR 0.125) and must not exceed the average official Stock Exchange price recorded over the 5 trading days prior to the transaction, plus 5%. Possible purchases will be made on regulated markets and must comply with article 132 of Legislative Decree 58/1998 and with article 144-bis, comma 1.b) of the Issuers' Regulations as approved by CONSOB's resolution 11971/1999 and with market practice allowed and recognized by CONSOB. As at 16 April 2014 the company has 6,255,110 shares in Treasury stock which amounts to 2.991% of the current share capital.
The new Board of Directors, in a meeting held following the Shareholders' Meeting, confirmed Giovanni Recordati as Chairman and CEO, with the same powers granted during the previous mandate, and Alberto Recordati as Vice Chairman. The Board therefore confirmed, taking into account their functions, Giovanni Recordati, Chairman and CEO, Alberto Recordati, Vice Chairman, Andrea Recordati and Fritz Squindo as executive directors.
The Board, using as a basis the Directors' statements and available information, verified the effective existence of the independence requisites, pursuant both to Legislative Decree 58/1998 and to the Corporate Governance Code adopted by the company (see the Corporate Governance and Ownership Structure Report for 2013), concerning the Directors who declared to possess such requisites (Rosalba Casiraghi, Michaela Castelli, Paolo Fresia, Mario Garraffo, Carlo Pedersoli and Marco Vitale; all qualifying as independent). Sixty percent of the Board of Directors is therefore composed of independent members.
The Board also verified and confirmed the effective existence of the independence requisites, pursuant to Legislative Decree 58/1998, of the Statutory Auditors who also declared to possess the independence requisites as per article 3 of the Corporate Governance Code as adopted by the company.
Finally, the independent Directors Marco Vitale as President, Mario Garraffo and Carlo Pedersoli were appointed as members of the Audit and Risk Committee, while Mario Garraffo as President, Rosalba Casiraghi and Michaela Castelli were appointed to the Remuneration Committee. The activities which the Corporate Governance Code assigns to the Nomination Committee will be carried out by the entire Board of Directors.
Revenue performance in the first quarter 2014 is positive. Group sales are EUR 260.4 million, an increase of 6.5% over those in the first quarter of the preceding year.
For further information:
Recordati website: www.recordati.com
Investor Relations Media Relations
Marianne Tatschke Ketchum
(39)0248787393 Cristina Risciotti, (39)0262411919, cristina.risciotti@ketchum.com
e-mail: inver@recordati.it Marzia Ongaretti, (39)0262411915, marzia.ongaretti@ketchum.com
Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS)
(thousands of EUR)
Earnings per share (EPS) are based on average shares outstanding during each year, 201.585.061 in 2013 and 199,722,208 in 2012, net of average treasury stock which amounted to 7.540.095 shares in 2013 and 9.402.948 shares in 2012 .
Diluted earnings per share is calculated taking into account stock options granted to company personnel.
Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS)
(thousands of EUR)
Summary of consolidated results prepared in accordance with the International Accounting Standards and International Financial Reporting Standards (IAS/IFRS)
(thousands of EUR)
The manager responsible for preparing the company's financial reports Fritz Squindo declares, pursuant to paragraph 2 of Article 154- of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
Copyright GlobeNewswire
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