11 May 2012

Shareholders' Meeting approves financial statements 2011

The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on May 11, 2012 to approve the financial statements for the year ended December 31, 2011.

The Shareholders’ Meeting resolved:
- to cover the loss for the year amounting to €5,683,268.81 by drawing on the reserve Retained earnings;
- to distribute, out of reserves available, a dividend of €0.05 euro per ordinary share and per savings share.
The dividend is the same for both categories of shares since it is distributed out of reserves available, pursuant to art. 28 of the By-laws. The dividend will be payable as from May 24, 2012, with detachment on May 21, 2012 of of coupon no. 14 for ordinary shares and coupon no. 15 for savings shares.

Consolidated net sales came in at €2,787.4 million vs. €2,648.4 million in 2010 (+5.2%) and Ebitda stood at €429.4 million (€387.0 million in 2010). The income statement reported a consolidated net profit of €26.4 million vs. a loss of €63.5 million in 2010. As at December 31, 2011, net debt amounted to €1,143.1 million, down €123.9 million from €1,266.9 million at 2010 year-end. At the same date, total equity, inclusive of non-controlling interest, stood at €2,844.8 million from €2,803.7 million at 2010 year-end. Consequently debt/equity ratio decreased to 0.40 from 0.45 in the previous year.

In 2011 the parent company Buzzi Unicem SpA reported a loss of €5.7 million from a net profit of €44.3 million in 2010, with cash flow at €30.3 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. 4,000,000 ordinary and/or savings shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €60 million. The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of €10 for savings shares and of €15 for ordinary shares, or at the highest price allowed by the market general rules approved by Consob by resolution no. 16839 of March 19, 2009, in case these rules were adopted by the company. The treasury shares shall be purchased on the market, according to Borsa Italiana rules. Moreover the company can avail itself also of the procedure provided by the market rules approved by Consob by resolution no. 16839 of March 19, 2009.
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 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 May 13, 2011, as of today no transactions have been effected on treasury shares, whereas #110,865 savings treasury shares have been assigned, effective from May 31, 2012, to the managers of the company and its subsidiaries as last allocation under the MBO scheme adopted for the three years from 2009 to 2011.
As of today the company owns #500,000 ordinary treasury shares and #140,155 savings treasury shares equal to 0.31% of capital stock.

Moreover the Shareholders’ Meeting renewed, upon proposal of the majority shareholder, the appointment of Director Ester Faia, co-opted by the Board in the meeting of March 8, 2012, who meets the criteria of independence as per Legislative Decree no. 58/1998 and pursuant to the Code of Conduct adopted by Borsa Italiana (such as applied by the company as stated in the Report on corporate governance and ownership structure).

The Shareholders’ Meeting has also favorably resolved on the report on remuneration ex art. 123 ter of Legislative Decree no. 58/1998.

Finally the Shareholders’ Meeting, in the extraordinary session, resolved to renew the directors’ power to increase capital up to maximum amount of €25 million and to issue convertible bonds and/or warrants for a maximum amount of €300 million, as well as to give the directors an additional power to increase capital for a further maximum amount of €12 million, also to be used for the issue of convertible bonds and/or warrants excluding the pre-emption right within the limit of 10% of share capital.

The manager responsible for preparing the company’s financial reports, Silvio Picca, 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
Mariangiola Fiore
Phone. +39 0142 416 404