CIR: AGM approves Financial Statements for 2019

New Board for the three years 2020-2022. Rodolfo De Benedetti confirmed as Chairman and Monica Mondardini as Chief Executive Officer. Former CIR Directors Philippe Bertherat, Maristella Botticini, Franco Debenedetti, Silvia Giannini and Francesca Pasinelli enter the Board

Milan, June 8 2020 – The Annual General Meeting of the Shareholders of CIR S.p.A. – Compagnie Industriali Riunite was held today in Milan under the chairmanship of Rodolfo De Benedetti.

Pursuant to terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, Shareholder attendance at the AGM took place exclusively through the designated representative appointed in accordance with the terms of Art. 135-undecies of D.Lgs. no 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies/ sub-proxies were given as per the terms of Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF.

Approval of the Financial Statements for 2019

The Shareholders approved the Financial Statements for 2019 of CIR and COFIDE before the merger (on February 19 2020 the merger by incorporation of CIR S.p.A. – Compagnie Industriali Riunite into COFIDE – Gruppo De Benedetti S.p.A. took effect; the name of the Company resulting from the merger is CIR).

The group closed the year with pro-forma consolidated revenues of € 2,114.4 million, substantially unchanged from 2018, and EBITDA of € 290.3 million, down by 7.4% with constant accounting criteria. The net result before the effects relating to GEDI was a positive € 14.3 million (€ 22.6 million excluding non-recurring items and changes to accounting standards, in line with € 21.8 million, the comparable figure for the year 2018); including GEDI, the group reported a loss of € 122.4 million.

The Shareholders’ Meeting approved the proposal of the Board of Directors not to distribute dividends and the proposal not to renew the authorization to buy back own shares.

Stock Grant Plan

The Shareholders approved the first section of the report on compensation policy and on the compensation paid out and voted in favour of the second section of the same report. They also approved the Stock Grant Plan for 2020 aimed at directors and/or executives of the company and its subsidiaries for a total maximum of 4,500,000 conditional rights, each of which will give the beneficiaries the right to receive 1 CIR share free of charge. The shares assigned will be made available by drawing upon the own shares held by the company as treasury stock.

Appointment of the Board of Directors

The Shareholders Meeting established 12 as the number of members of the Board of Directors compared to the 9 members of the outgoing Board. For the three years 2020-2022 the following persons were appointed: Rodolfo De Benedetti, Monica Mondardini, Edoardo De Benedetti, Marco De Benedetti, Franco Debenedetti, Philippe Bertherat, Maristella Botticini, Paola Dubini, Silvia Giannini, Pia Luisa Marocco, Francesca Pasinelli and Maria Serena Porcari. The Directors were drawn from the sole list presented by the majority Shareholder F.lli De Benedetti S.p.A.. The CVs of the Directors are available on the website www.cirgroup.com.

During the Meeting Chairman Rodolfo De Benedetti and Chief Executive Monica Mondardini thanked the outgoing Directors Massimo Cremona and Francesco Guasti andthe outgoing Statutory Auditors for their work at the service of the company.

Appointment of the Board of Statutory Auditors

The Shareholders also appointed the members of the Board of Statutory Auditors of the company for the three years 2020-2022. The Statutory Auditors in office are Francesco Mantegazza, Maria-Maddalena Gnudi and Gaetano Rebecchini. The Alternate Auditors are Antonella Dellatorre, Luigi Macchiorlatti Vignat and Gianluca Marini. The Statutory Auditors were drawn from the sole list presented by the majority Shareholder F.lli De Benedetti S.p.A.. The Statutory Auditors’ CVs are available on the website www.cirgroup.com.

Renewal of powers delegated to the Board of Directors

In the extraordinary part of the meeting the Shareholders renewed the authorization of the Board of Directors to increase the share capital up to a maximum amount of € 500 million and to issue convertible warrants or bonds with warrants attached even without the option right and in this case in favour of institutional investors.
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Meeting of the Board of Directors

After the AGM, the Board of Directors, on the strength of the powers given to it by the Annual General Meeting of the Shareholders, implemented Stock Grant Plan 2020 by assigning 3,640,311 rights.

The Board of Directors confirmed Rodolfo De Benedetti as Chairman and Monica Mondardini as Chief Executive Officer of the company.

The Board checked the presence of the requisites for independence of the Directors, qualifying the following persons as independent: Philippe Bertherat, Maristella Botticini, Paola Dubini, Silvia Giannini, Pia Luisa Marocco, Francesca Pasinelli and Maria Serena Porcari. Seven Directors out of a total of twelve are therefore independent.

The Board also acknowledged that the members of the Board of Statutory Auditors meet the requirements for independence.

Lastly the members were appointed of the Appointments and Compensation Committee (Francesca Pasinelli, Chairman, Philippe Bertherat, Silvia Giannini, Maria Serena Porcari), of the Control, Risk and Sustainability Committee (Silvia Giannini, Chairman, Maristella Botticini, Paola Dubini, Pia Luisa Marocco, Francesca Pasinelli, Maria Serena Porcari), and of the Committee for Related-Party Transactions (Silvia Giannini, Chairman, Maristella Botticini, Paola Dubini, Pia Luisa Marocco, Francesca Pasinelli, Maria Serena Porcari). The Lead Independent Director was also appointed (Maria Serena Porcari).

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The Executive responsible for the preparation of the Company’s Financial Statements, Giuseppe Gianoglio, hereby declares, in compliance with the terms of paragraph 2 Article 154 bis of the Finance Consolidation Act (TUF), that the figures contained in this press release correspond to the results documented in the Company’s accounts and general ledger.

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CIR press release

The Board of Directors of CIR has decided to withdraw its proposals regarding the distribution of dividends and the authorization to buy back and dispose of own shares, and consequently to postpone until June 8 2020 the ordinary and extraordinary Annual General Meeting of the Shareholders scheduled to be held on April 24 2020  

Milan, April 21 2020 –The Board of Directors of CIR acknowledges that the economic environment has changed since the date of the last Board of Directors meeting held on March 9 2020 and the issue of the recent D.L. no. 23 of April 8 2020 (the “Liquidity Decree”). Article 1 of this decree allows businesses to access bank financing under guarantees issued by SACE S.p.A. but only on the condition that the beneficiary company or “any other company  with its headquarters in Italy belonging to the same group as the latter, does not approve the distribution of dividends or the buyback of own shares during  2020”.

In this changed regulatory environment and given the general situation of the markets which the group’s operating companies will have to measure up to, in order not to prevent them from accessing bank loans guaranteed by SACE if necessary, the Board has resolved to withdraw both the proposal for the distribution of a dividend of € 0.02 per share for the year 2019 and thus not to distribute any dividends, and the proposal for the authorization of the buyback and disposal of own shares (but maintaining the cancellation of the resolution authorizing the buyback of own shares of April 29 2019, for the part not yet executed).

As a result of the above and in the light of the right given by Art. 106 of D.L. no. 18 of March 17 2020, the Board of Directors has voted to postpone the ordinary and extraordinary Annual General Meeting of the Shareholders from April 24 2020 until June 8 2020 with the following Agenda:  

Ordinary part

1. Financial Statements for the year ended December 31 2019. Resolutions on the same. Presentation of the Consolidated Financial Statements for the year ended December 31 2019.

2. Financial Statements for the year ended December 31 2019 of “CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE” Tax Code 00519120018 incorporated into “COFIDE – Gruppo De Benedetti S.p.A.” Tax Code 01792930016 (now “CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE”). Resolutions on the same.

3. Determination of the number of Directors, appointment of the members of the Board of Directors for the years 2020-2022 and decision as to their fees.

4. Appointment of the Board of Statutory Auditors for the years 2020-2022 and decision as to their fees.

5. Proposal to cancel the resolution of April 29 2019 regarding the authorization to buy back and dispose of own shares.

6. Report on compensation policy and compensation paid out. Resolutions on the same.

7. Proposal for the approval of Stock Grant Plan 2020.

Extraordinary part

1. Proposal to cancel the authorization of the Board of Directors to increase the share capital and issue bonds, approved by the Extraordinary General Meeting of the Shareholders on April 27 2018 and assignment of new authorizations as per the terms of Articles 2443 and 2420 ter of the Civil Code.

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The Board in any case reserves the right to evaluate the possibility of submitting the proposals withdrawn to a General Meeting of the Shareholders in the second half of the year, should the developments of the current emergency allow it. The company’s calendar of events will be amended with the new date of the Annual General Meeting.

The Notice of Annual General Meeting and the further pre-AGM documentation including the time limits for the presentation of lists for the renewal of the Board of Directors and Board of Statutory Auditors, adjusted in the light of the resolutions adopted at today’s Board meeting, will be made available to the public within the time-frames and following the procedures laid down by law and any regulations applicable.

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Sogefi: AGM approves Financial Statements for 2019

Mauro Fenzi confirmed as Chief Executive Officer of the Company

Milan, April 20 2020 – The Annual General Meeting of the Shareholders of Sogefi S.p.A. was held today under the chairmanship of Monica Mondardini.

Pursuant to the terms of Art. 106, paragraph 4, of Decree Law no. 18 of March 17 2020, Shareholder attendance at the Annual General Meeting is exclusively through the designated representative, appointed as per the terms of Art. 135-undecies of D.Lgs. no. 58 of February 24 1998 (TUF) and identified as Studio Segre S.r.l., to whom proxies and sub-proxies were also assigned in accordance with Art. 135-novies of the TUF, in waiver of Art. 135-undecies, paragraph 4, of the TUF. 

Approval of the Financial Statements for 2019

The Shareholders approved the Financial Statements for 2019. Sogefi closed the year with consolidated revenues of € 1,519.2 million (versus € 1,570.7 million in 2018), EBITDA of € 174.3 million (€ 176.1 million in 2018) and consolidated net income of € 3.2 million (€ 14.0 million in 2018). The parent company Sogefi S.p.A. reported net income of € 7.7 million (compared to a loss of € 13.7 million in 2018).

The Shareholders adopted the proposal put forward by the Board of Directors that no dividends be distributed.

Stock Grant Plan, Compensation Policy and own shares

The Shareholders approved the first section of the report on compensation policy and emoluments paid out and expressed a vote in favour of the second section of the same report. They also approved the Stock Grant Plan for 2020 for employees of the Company and its subsidiaries for a maximum of 1,000,000 conditional rights, each of which will give the beneficiaries the right to be assigned 1 Sogefi share free of charge. The shares assigned will be made available by drawing upon the own shares held by the Company as treasury stock. The Plan has the aim of rewarding the beneficiaries’ loyalty to the companies of the Group, giving them an incentive to increase their commitment to improving performance.

Regarding the buyback of own shares, following the renewal by the Shareholders of the authorization of the Board of Directors to buy back a maximum of 10 million own shares (including 2,212,478 own shares held today as treasury stock, corresponding to 1.8419% of the share capital), given that Decree Law no. 23 of April 8 2020 (the so-called “Liquidity Decree” enacting urgent measures on the subject of access to credit and tax obligations for businesses) stipulates that SACE S.p.A. can until December 31 2020 give guarantees in favour of banks and domestic and international financial institutions to businesses with their headquarters in Italy affected by the Covid-19 epidemic, provided that the latter do not approve the buyback of own shares during 2020, the Board of Directors has adopted a resolution that it will not start any buyback programmes for the whole of 2020.   

Mauro Fenzi confirmed as Chief Executive Officer

The Shareholders confirmed Mauro Fenzi – who was co-opted by the Board, as per the terms of Art. 2386 of the Civil Code, on December 9 2019 – as a Director of the Company. After the AGM, the Board of Directors confirmed him as Chief Executive Officer of the Company. Mauro Fenzi has also held the position of General Manager since January 1 2020. His curriculum vitae is available on the website www.sogefigroup.com.

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