Shareholders’ Meeting approves the 2019 financial statements
The General Shareholders’ Meeting of Buzzi Unicem SpA took place in Casale Monferrato on 8 May 2020 to approve the financial statements for the year ended 31 December 2019 (with the sole attendance of the Appointed Representative in compliance with art. 106 of Decree Law no. 18 dated 17 March 2020, following the COVID-19 epidemiological emergency).
The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2019 and resolved to distribute a dividend of €0.150 per ordinary share and of €0.174 per savings share.
The dividend payment will be effected as from 20 May 2020, with detachment on 18 May 2020 of coupon no. 22 for ordinary shares and coupon no. 23 for savings shares, and with record date on 19 May 2020.
Consolidated net sales came in at €3,221.4 million vs. €2,873.5 million in 2018 (+12.1%) and Ebitda stood at €728.1 million (€577.2 million in 2018). The income statement reported a consolidated net profit of €385.7 million vs. a profit of €382.1 million in 2018. As at 31 December 2019, net debt amounted to €567.8 million, down €322.7 million from €890.5 million at 2018 year-end. As at 31 December, 2019, total equity, inclusive of non-controlling interests, stood at €3,690.8 million vs. €3,143.6 million at 2018 year-end. Consequently debt/equity ratio decreased to 0.15 from 0.28 in the previous year.
In 2019 the parent company Buzzi Unicem SpA reported a net profit of €87.2 million versus a net profit of €97.9 million in 2018, with a cash flow of €126.0 million.
Moreover the Shareholders’ Meeting resolved to authorize the Board of Directors, for a length of 18 months, to buy-back a maximum of additional no. 7,000,000 ordinary and/or savings shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €140 million.
The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of no more than 10% compared to the reference price of the ordinary share or savings share recorded in the stock market session of the day before the completion of each individual transaction.
The treasury shares can be purchased on the market, according to Borsa Italiana rules. Moreover the company can avail itself also of the procedure provided by possible market rules approved by Consob, in so far as they are applicable, as well as of those pursuant to art. 5 of Regulation (EU) no. 596/2014.
The above authorization is required to allow the company to intervene in case of fluctuation of the shares price beyond the normal market volatility, within the extent allowed by the law and the market rules, as well as to give the company an instrument for liquidity investment. The authorization is also required to allow the company to purchase treasury shares in order to use them as a payment in extraordinary transactions, also of equity interest swap or of conversion of bonds of possible future issuance, or for distribution, for a consideration or without consideration, to directors and employees of the company or its subsidiaries as well as for allocation to shareholders without consideration.
Based on the previous authorization of the ordinary Shareholders’ Meeting of 9 May 2019 no. 321,923 ordinary treasury shares and no. 79,016 savings treasury shares were purchased.
Therefore, as of today the company owns no. 321,923 ordinary treasury shares and no. 108,306 savings treasury shares equal to 0.209% of capital stock.
The company will continue to implement the buyback program for a maximum of no. 7,000,000 ordinary and/or savings treasury that was announced on 25 March 2020, within the terms of the new shareholders' meeting resolution adopted today.
Moreover the Shareholders’ Meeting renewed the Board of Directors and the Statutory Auditors’ Committee for three years; their term of office will expire with the Shareholders’ Meeting for the approval of the financial statements as of 31 December 2022.
The Shareholders’ Meeting fixed the number of Board of Directors’ members at 12 with the appointment of Messrs Veronica Buzzi, Michele Buzzi, Pietro Buzzi, Luigi Buzzi, Paolo Burlando, Elsa Fornero, Linda Orsola Gilli, Antonella Musy, Giovanna Vitelli, Aldo Fumagalli Romario, Gianfelice Rocca (drawn from the list submitted by the majority shareholder) and Mario Paterlini (drawn from the minority list submitted by a group of Italian and foreign institutional investors).
Directors Elsa Fornero, Linda Orsola Gilli, Antonella Musy, Giovanna Vitelli, Aldo Fumagalli Romario, Gianfelice Rocca and Mario Paterlini have declared that they meet the criteria required by the Consolidated Law on Finance and by the Code of Conduct of the listed companies to be classified as independent.
The Shareholders’ Meeting appointed also the Statutory Auditors’ Committee in the persons of Giorgio Zoppi and Paola Lucia Giordano, regular members drawn from the list submitted by the majority shareholder and Fabrizio Riccardo Di Giusto, who is entitled to chair the Committee, drawn from the minority list submitted by a group of Italian and foreign institutional investors. The alternate members were appointed in the persons of Daniela Bainotti (drawn from the list submitted by the majority shareholder) and Domenico Fava and Giulia De Martino (drawn from the minority list submitted by a group of Italian and foreign institutional investors).
The directors and statutory auditors’ curricula are available on the company’s website www.buzziunicem.com.
The Shareholders’ Meeting also:
- approved, ex per art. 123 ter, paragraph 3 ter, of Legislative Decree no. 58/1998, the Remuneration policy of Buzzi Unicem SpA, illustrated in Section I of the Report on remuneration policy and compensation paid;
- resolved favorably, ex art. 123 ter, paragraph 3 ter, of Legislative Decree no. 58/1998, upon the remunerations for the year 2019, illustrated in Section II of the Report on remuneration policy and compensation paid.
Finally, the Shareholders' Meeting resolved in extraordinary session to specify the corporate purpose and consequently to amend art. 3 of the bylaws, in order to:
(i) clarify the scope of the bylaws to better express that the objective of the company can be achieved both directly and indirectly through subsidiaries;
(ii) specify that, within the business performed, the company can also carry out the activity of a port and terminal operator on its own behalf and on behalf of third parties in order to receive and send to the water terminals materials being necessary for performing the objective of the company.
It should be pointed out that the approved amendment to the bylaws is purely formal, aimed at better outlining the corporate purpose: in both cases, these clarifications do not entail either a change in the activities that the corporate purpose allows the company to carry out or a change in the industry in which these activities must be carried out and, therefore, do not trigger the right of withdrawal provided for by current legislation.
The Board of Directors, which met right after the Shareholders’ Meeting, appointed Veronica Buzzi as Chairman and confirmed Michele Buzzi and Pietro Buzzi as Managing Directors, conferring them the powers they were already granted in the previous term of office.
The Board of Directors also assessed that the independence criteria pursuant to Legislative Decree no 58/1998 as well as the independence criteria pursuant to the Code of Conduct of Borsa Italiana (as applied by the company based on the indications of the Corporate Governance and Ownership Structure Report) are satisfied by Directors Elsa Fornero, Linda Orsola Gilli, Antonella Musy, Giovanna Vitelli, Aldo Fumagalli Romario, Gianfelice Rocca and Mario Paterlini, who have declared to meet them.
Furthermore the Statutory Auditors’ Committee informed the Board of Directors that it has verified the compliance with the criteria allowing to qualify its members as independent, also with respect to the Code of Conduct as adopted by the company referring to the independence requirements of the directors.
The Board of Directors renewed the Control and Risk Committee in the persons of the independent directors Aldo Fumagalli Romario (Chairman) and Antonella Musy and the non-executive director Paolo Burlando and the Committee for related party transactions in the persons of the independent directors Elsa Fornero (Chairman), Aldo Fumagalli Romario and Gianfelice Rocca.
Finally, Elisa Bressan was confirmed in the position of manager responsible for preparing the company’s financial reports until the Shareholders’ Meeting that shall approve the financial statements for the year ended as at 31 December 2022.
The manager responsible for preparing the company’s financial reports, Elisa Bressan, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
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