Approval of the 2024 financial statements
Consolidated net sales at €4,313 million, in line with the previous year, also like for like (-0.7%)
EBITDA at excellent levels (€1,276 million, +2.6%), favored by changes in scope; also recurring EBITDA margin exceeds that of previous year (29.5% vs. 28.7%)
Strong cash generated from operations, with a cash flow of €1,178 million (€1,050 million in 2023), supporting greater industrial investments, extraordinary transactions and a more generous shareholder remuneration
Proposal to distribute a dividend equal to 70 cents per share (+17% compared to 2023)
The new Integrated Annual Report, compliant with the CSRD, highlights the progress in the decarbonization path: ESG data is aligned with the intermediate targets of the “Our Journey to Net Zero” roadmap
| Consolidated data | 2024 | 2023 | % 24/23 | |
| Cement and clinker sales | t/000 | 26.331 | 26.343 | -0,0% |
| Ready-mix concrete sales | m3/000 | 9.679 | 10.050 | -3,7% |
| Net sales | €/m | 4.313 | 4.317 | -0,1% |
| EBITDA | €/m | 1.276 | 1.243 | +2,6% |
| EBITDA recurring | €/m | 1.272 | 1.237 | +2,8% |
| Consolidated net profit | €/m | 942 | 967 | -2,5% |
| Dec 24 | Dec 23 | Change | ||
| Positive net financial position | €/m | 755 | 798 | -43 |
The Board of Directors of Buzzi SpA has met today to examine the Annual Financial Report for the year ended 31 December 2024, including the draft statutory financial statements, the consolidated financial statements and the review of operations, including the sustainability report in compliance with the provisions of Legislative Decree No. 125/2024.
Global economic activity continued to expand in the final months of the year, albeit with evident divergences among major markets. As a matter of fact, growth remained solid in the United States and China, driven respectively by services and exports, while the economy in the Eurozone further weakened, penalized by domestic consumption and foreign demand. International trade slowed down in the third quarter, and frequency indicators suggest a similar trend also at year-end. Inflation in OECD countries has been declining, despite still elevated rates in the services sector. Since early October, oil prices have slightly increased, while natural gas prices have remained more volatile due to upward pressures on both demand and supply. The latest projections estimate global GDP growth of 3.2% in 2024, with a similar pace expected in the following two years (+3.3% in both 2025 and 2026). However, the macroeconomic outlook remains highly exposed to risks stemming from escalating geopolitical tensions and the tightening of US trade policy.
Looking at the main reference areas, the US economy remained solid, with real GDP increasing in the fourth quarter, albeit at a slower pace compared to the summer months, driven by resilient private consumption. In the labor market, the unemployment rate remained at low levels, while inflation, although declining, is still relatively high.
In the Eurozone, however, GDP stagnated in the fourth quarter, reflecting a positive trend in private and public consumption alongside a decline in investments. From a sectoral perspective, the industrial branch is estimated to have still contracted in the final months of the year, while the services sector showed slight expansion. Among the major markets, economic activity remained particularly weak in Germany, while it substantially stabilized in Italy. In this context, GDP growth expectations have been recently revised downward, signaling an increase of 0.8% for 2024 and 1% for 2025.
As regards emerging economies, after a slight acceleration in the third quarter, the Mexican economy is estimated to have slowed down in the autumn, with signs of weakness in the industrial sector and a weakening domestic demand. In contrast, economic activity in Brazil continued to exceed expectations in the third quarter, driven by strong consumer dynamics, supported by a robust labor market and an expansionary fiscal policy.
With regard to monetary policy decisions, in the autumn months, the Federal Reserve and the European Central Bank implemented two consecutive rate cuts in November and December. Among emerging economies, Mexico also continued easing its monetary tightening with two sequential cuts during the quarter, while in Brazil, the central bank raised the benchmark interest rate in its last two meetings of 2024.
In this context, starting from the fourth quarter of the year under review, the group's operating and financial performance was marked by significant changes in the scope of consolidation, following, on the one hand, the sale of the business in Ukraine and, on the other, the acquisition of the remaining 50% stake in the joint venture operating in Brazil.
On a like-for-like basis, cement sales at consolidated level would have declined due to subdued demand growth in most reference markets, except for Poland and the Czech Republic. However, this weak trend was offset by the net positive contribution of extraordinary transactions, which allowed our cement deliveries to close 2024 essentially in line with the previous year, i.e. 26.3 million tons. Conversely, ready-mix concrete sales amounted to 9.7 million cubic meters, down 3.7% versus 2023, also following the divestment of operations in France and Ukraine, as well as the downsizing of assets in Italy.
Consolidated net sales increased from €4,317.5 to €4,313.0 million. During 2024, the positive contribution from changes in the scope of consolidation amounted to €58.1 million, while exchange rate fluctuations - particularly the depreciation of the ruble, the Czech koruna, and the Ukrainian hryvnia - had an overall negative impact of €34.0 million. On a like-for-like basis, net sales would have remained equally in line with 2023 results (-0.7%).
In Italy and the United States, the positive trend in selling prices offset the decline in volumes, thus allowing net revenues to remain in line with the previous year. As a matter of fact, net sales from Italian operations reached €818.0 million (€818.3 million in 2023), while the turnover in the United States came in at €1,726.8 million (-0.9%). In Central Europe, net sales declined from €1,049.0 million to €947.0 million (-9.7%), still weighed down by declining sales volumes across all reference markets. Conversely, total revenue in Eastern Europe saw moderate growth, reaching €747.5 million (+2.3%), despite the deconsolidation of Ukraine from October onward and negative exchange rate effects. On a like-for-like basis, net sales would have increased even further (+9.9%), supported by higher selling prices in local currency and stronger domestic consumption in Poland and the Czech Republic. Additionally, the consolidation of Brazil, from the fourth quarter onwards, contributed €85.8 million to the group's consolidated turnover.
Consolidated EBITDA stood at €1,276.1 million, up 2.6% compared to €1,243.2 million of the previous year. The foreign exchange effect was unfavorable for €10.4 million, while changes in the scope of consolidation had a positive impact of €28.0 million. The figure for the year under review includes non-recurring income of €4.5 million (€5.9 million in 2023). Excluding these items, the recurring EBITDA rose from €1,237.3 to €1,271.7 million, with EBITDA to sales margin standing at 29.5% (28.7% in 2023). On a like-for-like basis, the improvement in operating results in Italy and the United States offset the decline in margins in Central Europe, where profitability was affected by low production levels.
After amortization of €272.3 million, versus €248.2 million in 2023, and impairment of fixed assets of €1.9 million, Ebit came in at €1,001.9 million, versus €984.8 million in 2023. Net finance costs improved from a negative balance of €5.4 to a positive balance of €74.9 million, thanks to greater interest income but primarily due to the change in the net balance of non-cash items and in particular the positive contribution from the fair value measurement of derivative instruments. In the year under review, the disposal of the concrete operations in France generated a capital gain of €4.0 million, while the sale of assets in Ukraine resulted in a capital gain of €42.4 million on one hand and, on the other, the release of the associated reserve for currency translation differences, with a negative impact of €177.4 million. The results of equity-accounted investments, however, decreased from €161.2 to €147.1 million. As such, profit before tax amounted to €1,093.2 million, decreasing compared to €1,140.9 million of the previous year. The tax burden for the financial year was €150.7 million, versus €174.1 million in 2023. Therefore, the tax rate of 2024 was equal to 13.8% (15% in 2023), primarily influenced by the recognition of deferred tax assets. Therefore, the income statement for 2024 closed with a net profit of €942.5 million (€966.8 million in 2023), with net profit attributable to the owners of the company amounting to €942.3 million.
Consolidated net financial position at the end of 2024 remained positive, standing at €755.2 million, versus €798.0 million at 31 December 2023. In the financial year just ended, the group distributed dividends of €111.0 million, purchased treasury shares for €147.2 million and paid total capital expenditures of €668.2 million, including €219.8 million of equity interests, among which the acquisition in Brazil, which led to an expense of €301.8 million and the consolidation of the company's cash amounting to €99.0 million. Industrial investments amounted to €448.4 million, about €89 million thereof devoted to decarbonization programs and environmental performance improvements. Projects to increase the production of cements with a lower clinker content, the greater use of alternative fuels and the in-house production of electricity belong to this category. An amount of €22.0 million was allocated to capacity expansion projects, among which the increase in grinding capacity at Festus in Missouri (€13.8 million) and the works relating to the construction of a new clinker storage in San Antonio (€7.3 million).
As at 31 December 2024, total equity, inclusive of non-controlling interests, stood at €6,606.1 million versus €5,632.0 million at 2023 year-end. Consequently, the debt/equity ratio decreased to 31% from 35% in the previous year.
Looking at the separate financial statements of the parent company, Buzzi SpA closed the financial year with a net profit of €293.6 million (€238.4 million in 2023) and a net debt of €556.3 million (€540.0 million in 2023).
ITALY
In Italy, the construction market is expected to contract in 2024, primarily due to a still struggling residential building sector. As a matter of fact, investments in housing showed a gradual decline throughout the year, especially due to the increasing reduction of renovation bonuses. Additionally, also the development of new residential construction continues to be hindered by the difficult macroeconomic context. On the other hand, the boost from the National Recovery and Resilience Plan (PNRR) continues to support public construction projects and infrastructure, as well as some segments of the non-residential sector.
Although in the fourth quarter cement shipments substantially broke even, our hydraulic binders and clinker sales closed the whole 2024 moderately decreasing (-3.7%). Ready-mix concrete output followed a similar trend (-4.2%), also due to the downsizing of operations in the Emilia Romagna region. On the other hand, sales prices strengthened year on year. Net sales reached €818.0 million, in line with the 2023 result, while EBITDA increased from €175.2 to €196.6 million, despite the absence of the tax credit for energy-intensive businesses, which amounted to approximately €12 million in 2023. The figure for the year under review includes non-recurring costs of €0.4 million (compared to €3.4 million in 2023), net of which recurring EBITDA was €197.0 million. EBITDA to sales margin improved, reaching 24.1%, thanks also to the tail wind in unit production costs, which benefited from a favorable variance in fuel expenses.
UNITED STATES OF AMERICA
In the United States, the construction sector showed a positive trend, albeit at a moderate pace, supported by favorable contributions from its three main target types. The residential segment experienced slight growth, driven by renovation projects in the existing real estate stock. However, the still challenging credit access conditions continued to weigh on investments in new housing construction and the commercial segment. On the other hand, the overall non-residential market and public works recorded a more significant increase, fueled by government programs, which remain the key driver of the industry.
The slowdown in demand, which was already evident in the first nine months of the year, persisted into the fourth quarter. Thus, our cement sales declined by 5.7% in 2024, showing an uncertain trend in the River region and a more dynamic pace of deliveries in Texas. The ready-mix concrete sector, on the other hand, regained momentum in the autumn months, closing the year with a slight increase (+1.8%). Selling prices remained solid, improving year over year, and bringing total net sales to €1,726.8 million, essentially in line with the previous year's result (-0.9%). EBITDA increased from €639.1 million to €663.8 million (+3.9%), with an improvement in EBITDA to sales margin, which reached 38.4%. Unit production costs showed a worsening trend, driven by higher fixed costs and raw material expenses, despite a reduction in energy costs. The depreciation of the dollar (average rate of change -0.1%) had a limited impact on the translation of results into euro.
CENTRAL EUROPE
In Germany, the construction market further weakened, burdened by high financing costs and significant uncertainty surrounding the country's economic policies. Residential investments declined more sharply than anticipated also in the second half of the year, while growth in the infrastructure sector remained limited.
Our sales of hydraulic binders and ready-mix concrete ended the year sharply contracting by 10.4% and 8.0% respectively, despite the stability observed in the fourth quarter, which was also supported by a comparison with the particularly weak second half of 2023. Average selling prices remained stable year over year, bringing total net sales to €792.3 million, down 9.1% from the €872.0 million recorded in the previous year. EBITDA also declined by 13.2%, decreasing from €189.1 million to €164.1 million. Net of non-recurring income of €4.9 million (€3.6 million in 2023), recurring EBITDA stood at €159.2 million, marking a 14.2% drop. Regarding unit costs, the decline in energy expenses more than offset the increase in raw material and fixed costs in the cement sector. However, unit costs worsened in ready-mix concrete output. No costs were incurred for CO2 emission rights during the year, compared to €5.4 million in 2023.
In Luxembourg and the Netherlands, our cement sales regained ground in the second half of the year compared to the particularly depressed levels of the previous year, closing 2024 slightly down (-2.3%). The ready-mix concrete sector, although showing an improving trend in the autumn months, experienced a sharper decline over the year (-23.5%), mainly due to the sale of operations in France. Average selling prices for cement showed a slight year-on-year decrease, while the comparison remained moderately positive for concrete.
Net sales came in at €183.0 million, down 14.5% compared to the previous year (€214.1 million), while EBITDA stood at €14.5 million, worsening compared to €28.1 million in 2023. The aforementioned deconsolidation of ready-mix concrete operations led to a negative variation in the scope of €5.7 million in net sales and a reduction of €0.7 million in EBITDA. Looking at unit production costs, the decline in fuel expenses was offset by increases in raw material costs and fixed components. No operating costs were incurred for CO2 emission rights during the year.
EASTERN EUROPE
In Poland, investments in infrastructure and the non-residential sector showed a rather slow pace, partly due to the transition to the new EU financial framework, while the residential construction sector showed signs of improvement due to less stringent credit access requirements. In this context, our cement deliveries further accelerated in the fourth quarter, allowing us to close the year positively compared to 2023 (+2.4%). Ready-mix concrete sales also confirmed a solid performance throughout the year, registering a double-digit percentage growth (+14.6%). Additionally, prices in local currency contributed favorably to the results, although moderately compared to the beginning of the year. Net sales in euros amounted to €173.7 million, up 10.8% compared to €156.7 million in 2023, while EBITDA improved by 5.2%, from €38.2 million to €40.1 million. It should be noted, however, that the strengthening of the local currency (+5.2%) positively impacted the translation of results into euro: on a constant exchange rate basis, net sale would have increased by 5.1%, and EBITDA would have remained largely in line with the levels reached in 2023 (-0.3%). Unit production costs visibly increased, mainly due to the rise in raw material costs and higher fixed costs. No operating costs were incurred for CO2 emission rights (compared to €0.8 million in 2023).
In the Czech Republic and Slovakia, activity in the real estate market showed greater dynamism during the financial year, accompanied by an increasing demand for credit access. However, despite the favorable signals from demand, the rigidity of supply continues to limit investments in the sector. In line with market trends, our cement sales recorded a positive performance in 2024 (+7.3%), reflecting even greater activity in the latter part of the year. The average sales prices of cement in local currency continued to strengthen, too. After a weak first half, the ready-mix concrete output recovered, closing the year modestly increasing (+2.2%). Consolidated net sales reached €208.5 million (compared to €204.8 million in 2023, +1.8%) and EBITDA decreased from €72.0 million to €68.0 million (-5.6%). The depreciation of the Czech koruna (-4.6%) negatively impacted the translation of results into euro. At constant exchange rates, net sales would have increased by 6.3% and the decline in EBITDA would have been smaller (-1.3%). It is also noted that the previous year's result included non-recurring capital gains of €5.7 million, net of which the recurring EBITDA improved by 2.5%. Variable production costs worsened primarily due to the increase in the energy component. No costs for CO2 emission rights were incurred during the period.
In Ukraine, following the sale of our assets in October, the results have been deconsolidated starting from the fourth quarter, leading to a natural contraction in cement (-17.2%) and ready-mix concrete (-33.7%) deliveries compared to the previous year, while average prices in local currency contributed positively to results in the first nine months of the year. Net sales amounted to €71.3 million, down from €85.6 million in 2023. EBITDA stood at €3.6 million (€5.6 million in 2023). The depreciation of the local currency (-9.3%) negatively impacted the results, as did the change in the scope of consolidation: on a like-for-like basis, net sales would have grown by 22.6% and EBITDA would have reached €3.9 million.
In Russia, in compliance with the sanctions adopted by the European institutions, as early as May 2022 Buzzi stopped all involvement in the operational activities of its local subsidiaries. Consequently, decisions relating to the investment can only be taken through the shareholders' meeting and are limited to those which, according to the Commercial Code of Russia, are the responsibility of this body, as well as decisions of an extraordinary nature as defined in the bylaws. The information available to us regarding the trend in demand and the construction market is therefore very limited. At the balance sheet date, the value of our net assets in Russia totaled €346.6 million. Looking at operating results, in 2024, the volumes sold contracted compared to the levels of the previous year (-6.6%), despite the recovery registered in the autumn, while selling prices in local currency consolidated a net improvement year on year. Net sales amounted to €294.0 million, up compared to €284.6 million of the previous year (+3.3%) and EBITDA, which came in at €97.1 million, closed the year substantially in line compared with 2023 (+0.9%). The depreciation of the ruble (-8.6%) unfavorably influenced the translation of the results into euro: at constant exchange rates, net sales and EBITDA would have been up 12.2% and 9.6% respectively.
BRAZIL (full consolidation from the fourth quarter of 2024)
In Brazil, the construction sector showed positive development during the year under review, although it had to deal with challenges due to a shortage of skilled labor. In this context, referring to 100% of the company, sales volumes closed 2024 improving (+2.1%), with good demand performance across all regions of the country, including in the autumn quarter. Local currency prices, however, remained largely stable year on year. Net sales amounted to €374.0 million, down 5.1% compared to €394.0 million in the previous year, while EBITDA reached €99.9 million, up 12.7% compared to €88.7 million in 2023. The depreciation of the Brazilian real (-7.9%) negatively impacted the translation of results into euro: at constant exchange rates, indeed, net sales and EBITDA would have increased by 2.4% and 21.6%, respectively. Unit production costs decreased, mainly influenced by the favorable variance in variable costs.
Starting from the fourth quarter, the Brazilian operations were included in our scope of consolidation and in the year under review they contributed €85.8 million to net sales and €28.5 million to the consolidated Ebida.
MEXICO (valued by the equity method)
Cement volumes sold by our joint venture closed 2024 decreasing compared to last year (-4.2%), while ready-mix concrete output registered a positive dynamic (+10.6%). Selling prices, in local currency, favorably contributed to the results both for cement and ready-mix concrete sectors. Referring to 100% of the joint venture, net sales stood at €998.3 million, down 2.6% on the previous year, while EBITDA came in at €445.2 million, compared to €465.5 million achieved in 2023. The fluctuations of the Mexican peso (-3.4%) unfavorably impacted the translation of the figures into euro. At constant exchange rates, the turnover would have been substantially stable (+0.7%) and EBITDA would have experienced a less evident decline (-1.1%). Despite the reduction in fuel costs, unit production costs slightly increased due to the rise in raw material costs and fixed components.
The equity earnings referring to Mexico, included in the line item that encompasses the investments valued by the equity method, amount to €113.5 million (€110.4 million in 2023).
OUTLOOK
The latest economic projections confirm for 2025 constant but contained global growth, although hiding divergent dynamics between the major markets, within a context of deep uncertainty. Among advanced economies, while estimates for the United States have been slightly revised upward, thanks to strong domestic demand growth, in the Eurozone an acceleration of the economic situation is expected, at a slower pace than previously anticipated. The outlook for emerging markets, on the other hand, remains largely unchanged and in line with the trend observed in the previous year. Despite the widespread process of disinflation, risks persist due to continued price pressures in the tertiary sector and on wages in various areas of the world, with a likely desynchronization of monetary policies.
Furthermore, the economic context remains heavily influenced by potential developments in geopolitical tensions, as well as the protectionist measures adopted by the new US administration and the effects these will have on international trade.
For the construction industry, in the United States, we foresee an improving trend in the residential market, although still limited by high financing costs. The reshoring phenomenon and stimuli from state and federal funds, on the other hand, should continue to support activities in industry and infrastructure, although a slowdown in growth rates is expected compared to the vibrant performance of previous years. In this context, we believe that our sales volumes may maintain the levels achieved in 2024.
In Italy, on the contrary, we expect residential construction to remain hindered by the low propensity for renewal in the absence of incentives and the challenging macroeconomic environment. However, the public sector should continue to support infrastructure projects, also aided by resources from the PNRR (National Recovery and Resilience Plan). In this scenario, we foresee that, like for like, our sales may remain relatively stable.
Looking at Central Europe, it is difficult to anticipate a significant recovery in the construction market, which we believe will continue to suffer from weakness in the residential sector and limited development in civil works. Therefore, we estimate that our sales volumes may stabilize after the significant decline seen in previous years. In the other Eastern European countries belonging to the EU, on the contrary, we foresee a more positive evolution of demand, especially in Poland, where construction investments are expected to strengthen across all target segments.
As for emerging markets, in Brazil, we believe that sales volumes, which will be fully consolidated, in 2025 may reflect a favorable trend, driven by solid domestic demand. Conversely, in Mexico, construction investments are expected to slow down in the current year due to the widespread deceleration of economic growth, potential cuts aimed at reducing the public deficit and the completion of several infrastructure projects initiated by the previous administration.
In the case of Russia, due to the current governance structure, we do not have sufficient information to provide guidance on the expected market outlook for the current fiscal year.
Therefore, at constant scope, we expect a rather static evolution of the group’s volumes, which will be accompanied by the positive net contribution of the scope changes. In this regard, we highlight that, in addition to what is already known (i.e. the consolidation of Brazilian activities and the sale of assets in Ukraine), the sale of the Fanna plant in Italy to Alpacem Cementi Italia, a company belonging to the Austrian group Wietersdorfer, was completed in January.
In all reference countries, we aim to implement a pricing policy designed to preserve adequate levels of profitability, in a context that, however, is expected to remain challenging. Weak demand and the consequently limited use of production capacity in Central Europe, as a matter of fact, could continue to create some price tension, as well as the risk of downward pressures in certain regions of the US, where import flows remain particularly competitive.
Among production unit costs, we foresee widespread inflation in the fixed component and raw material expenses, while energy supply costs should show a rather heterogeneous trend, favoring results in the Eastern EU countries and burdening margins in Germany.
In conclusion, based on the considerations outlined above and the changes in the scope of consolidation, we believe that the current financial year can deliver operational results close to the excellent levels reached in 2024. However, it is important to recognize that the current economic and industry scenario remains subject to a high degree of uncertainty and that the risks associated with the performance of the key economic factors remain predominantly downside in almost all reference markets.
Regarding the capital expenditures program for 2025, we expect to further intensify it. As a matter of fact, it includes numerous projects aimed at continuously improving operational efficiency and reducing CO2 emissions, in line with the decarbonization objectives outlined in the "Our Journey to Net Zero" roadmap, as well as some projects aimed at expanding production capacity and the distribution network.
APPROPRIATION OF NET INCOME
At the Shareholders’ Meeting scheduled in a single call for 13 May 2025 a dividend of 70 cents per share will be proposed. The dividend payment, if approved by the Shareholders’ Meeting, will be executed as from 21 May 2025 (with coupon detachment on 19 May 2025 and record date on 20 May 2025).
Considering the provisions pursuant to art. 9 of the Bylaws, the participation and exercise of the right to vote in the Shareholders' Meeting will take place exclusively through the representative appointed by the company, having been identified pursuant to art. 135-undecies. 1 of the TUF, in Computershare S.p.A.
RENEWAL OF AUTHORIZATION FOR THE PURCHASE/DISPOSAL OF TREASURY SHARES
The Board of Directors resolved to ask the Shareholders’ Meeting to authorize (and thus revoke the authorization adopted on 9 May 2024) the buy-back of ordinary shares of the company up to a maximum number which, taking into consideration the ordinary shares held from time to time in the portfolio by the company and its subsidiaries, does not overall exceed the maximum limit established by the applicable pro tempore regulations, and for a maximum amount of €400 million.
The authorization is asked also for the selling of the shares already held in treasury by the company.
The above authorization to the purchase, as well as to the disposal of treasury shares is required to allow the company to intervene in case of fluctuation of the share 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. A further reason to purchase treasury shares may be using them as a payment in extraordinary transactions, also of equity interest swap, exchange, contribution 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. Furthermore, the purchase of treasury shares may also be carried out for the possible subsequent cancellation of the treasury shares held by the company, under the terms and conditions that may be determined by the competent corporate bodies.
The authorization is asked for a length of 18 months as from the Shareholders’ Meeting approval.
The proposed purchase price ranges from a minimum and a maximum of respectively no less and no more than 10% compared to the reference price of the ordinary share recorded in the stock market session of the day before the completion of each individual transaction.
The repurchase of own shares shall be carried on the permitted trading venues, according to operational procedures established in the Borsa Italiana SpA Regulation or the regulations of other permitted trading venues, in any case in compliance with art. 144 bis, paragraph 1, lett. b), c) and d) ter of Consob Regulation no. 11971/99 and subsequent amendments. Moreover, the company can also avail itself of the procedure provided by the market rules approved by Consob, where applicable, as well as those pursuant to art. 5 of EU Regulation no. 596/2014.
The sale of treasury shares can be effected at any time, wholly or partly, in one or several transactions, through sale with cash consideration or as a payment in extraordinary transactions, also of equity interest swap, or of exchange, transfer or conversion of bonds of possible future issuance, or for distribution to directors and employees of the company or its subsidiaries ex art. 2359 of the civil code as well as for allocation to shareholders also in the form of dividends.
Based on the previous authorization resolved by the Shareholders' Meeting of 9 May 2024, according to the program launched on the same date, no. 4,106,960 shares were purchased, equal to 2.132% of the share capital, for a total amount of approximately €148.9 million. The Board of Directors, in its meeting held today, has resolved to close this treasury share buyback program.
As of today, the company owns no. 11,601,276 ordinary treasury shares equal to 6.023% of capital stock.
OTHER SHAREHOLDERS’ MEETING RESOLUTIONS
The Shareholders’ Meeting has also been convened to take the required resolutions:
in ordinary session:
- on the approval of Section I of the Report on the policy regarding remuneration and fees paid, ex per article 123 ter, paragraphs 3 bis and 3 ter, of Legislative Decree no. 58/1998;
- on the non-binding voting on Section II of the Report on the policy regarding remuneration and fees paid, ex per article 123 ter, paragraph 6, of Legislative Decree no. 58/1998;
- on the integration of the Board of Statutory Auditors through the appointment of an alternate auditor;
in extraordinary session:
- on the modification of art. 21 of the bylaws in order to introduce the provision that the certification of compliance of the sustainability reporting, pursuant to Article 154-bis, paragraph 5-ter, of Legislative Decree No. 58/98, may be issued by a manager other than the manager responsible for preparing the company’s financial reports.
CORPORATE GOVERNANCE
The Board of Directors has approved the annual report on the company’s corporate governance system, which will be made available at the same time as the Annual Financial Report for the year ended 31 December 2024.
The Board of Directors has also assessed that Directors Aldo Fumagalli Romario, Antonella Musy, Linda Orsola Gilli, Marcella Logli and Giovanna Vitelli meet the criteria of independence as per Code of Corporate Governance approved by Borsa.
The Board of Statutory Auditors reported to the Board of Directors that it was able to verify the independence criterion of its members.
SENIOR NOTES AND BONDS
In the period from 1 January to 31 December 2024 no new bonds were issued.
***
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.
Company contacts:
Investor Relations Assistant
Ileana Colla
Phone. +39 0142 416 404
Email: ileana.colla@buzzi.com
***
The Buzzi 2024 financial statements will be illustrated during a conference call to be held on Friday, 28 March, at 5:00 pm CET. To join the conference, please register at the following link: https://services.choruscall.it/DiamondPassRegistration/register?confirmationNumber=9836878&linkSecurityString=17b2b0c39a