Shareholders’ Meeting and Board of Directors Meeting
CIR: FINANCIAL STATEMENTS FOR 2010 APPROVED, DIVIDEND OF 0.025 EURO PER SHARE
NEW BOARD APPOINTED FOR THREE YEARS 2011-2013
Stefano Micossi and Rodolfo De Benedetti confirmed as Chairman and Chief Executive respectively. Number of directors reduced from 14 to 12
Milan, April 29 2011 – The Meeting of the Shareholders of CIR-Compagnie Industriali Riunite SpA took place today in Milan under the chairmanship of Stefano Micossi.
Approval of the Financial Statements for 2010
In the ordinary part of the meeting, the Shareholders approved the statutory financial statements and examined the consolidated financial statements of the group for financial year 2010.
The CIR group closed 2010 with significantly higher revenues and gross operating margin (EBITDA) than in 2009 thanks to the improvement in the operating results of all the main operating subsidiaries. Consolidated revenues totalled 4,805.5 million euro and were up by 12.6% from 4,266.8 million euro in 2009. Consolidated EBITDA came to 400.1 million euro (8.3% of revenues), up from 294.6 million euro (6.9% of revenues) in 2009, posting a rise of 35.8%. The net income of the group came in at 56.9 million euro. The result for the previous year, a positive figure of 143.4 million euro, included non-recurring income of 106.7 million euro. Net of this, therefore, the earnings of the group in 2010 were up on 2009, benefiting from the fact that the contribution of the operating companies substantially doubled (64.9 million euro versus 32.7 million euro in 2009). The parent company CIR SpA closed the year 2010 with a net loss of 14.7 million euro compared to a loss of 2 million euro in 2009.
The Shareholders’ Meeting approved the distribution of a dividend of 0.025 euro per share, which will be paid out as from May 26 2011 against coupon no. 20 dated May 23 2011. The company did not distribute any dividends in the previous two years.
Appointment of the Board of Directors
The Shareholders’ Meeting established that the Board of Directors would have twelve members and appointed Stefano Micossi, Carlo De Benedetti (Honorary Chairman), Rodolfo De Benedetti, Maristella Botticini, Giampio Bracchi, Franco Debenedetti, Silvia Giannini, Franco Girard, Michael Pistauer, Claudio Recchi, Dominique Marie Laurence Senequier and Guido Tabellini for the three years 2011-2013. The outgoing Board had 14 members. The directors were taken from the single list presented by the majority shareholder COFIDE-Gruppo De Benedetti SpA. The curricula vitae of the directors are available on the website www.cirgroup.com.
Appointment of the Board of Statutory Auditors
The Shareholders also appointed the members of the Board of Statutory Auditors for the three years 2011-2013. The Statutory Auditors in office will be Pietro Manzonetto, Luigi Nani and Riccardo Zingales.
The alternate auditors will be Raffaele Catarinella, Luca Valdameri and Luigi Macchiorlatti Vignat. The Statutory Auditors were taken from the single list presented by the majority shareholder COFIDE-Gruppo De Benedetti SpA. The curricula vitae of the statutory auditors are available on the website www.cirgroup.com.
Authorization to buy back own shares and stock grant plan
The Shareholders then renewed, for a period of 18 months, the authorization of the Board of Directors to buy back a maximum of 30 million own shares, with a maximum disbursement limit of 50 million euro at a unit price that cannot be more than 10% higher or lower than the benchmark price recorded by the shares on regulated markets on the trading day preceding each single buyback transaction.
The main reasons why this authorization is being renewed are, on the one hand, the possibility of investing in shares of the company at prices below their actual value based on the real economic value of its equity and its income generating prospects, and on the other hand, the possibility of reducing the company’s average cost of capital. As of today CIR is holding 43,074,000 ordinary shares, corresponding to 5.44% of share capital.
In accordance with paragraph 4 of Art. 144.bis of the Rules for Issuers, regarding the outcome of the program of purchase/sale of own shares approved by the Shareholders’ Meeting held on April 30 2010, it should be noted that in the period considered there were no purchases or sales of own shares by the company.
The Shareholders also approved a stock grant plan for 2011 for directors and/or executives of the company, its subsidiaries and its parent company, consisting of a maximum of 4,500,000 conditional rights, each of which will give the beneficiaries the right to be assigned 1 CIR share free of charge. The shares assigned will be made available from the own shares held by the company as treasury stock.
Amendment of the Company Bylaws and the Rules for Shareholders’ Meetings
Lastly, in the extraordinary part of the Meeting the Shareholders approved some amendments to the Company Bylaws, partly to bring them into line with the terms of Legislative Decree no. 27 of January 27 2010. In the ordinary part of the Meeting, the Shareholders approved an amendment to the Rules for Shareholders’ Meetings so that they conform with the new provisions of the Company Bylaws approved during the extraordinary part and also with those approved by the Board of Directors on October 28 2010.
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Meeting of the Board of Directors
After the Shareholders’ Meeting, the Board of Directors met and confirmed Stefano Micossi as Chairman and Rodolfo De Benedetti as Chief Executive Officer. The Board also checked the requisites for independence of the directors, assigning the qualification of independence to Maristella Botticini, Giampio Bracchi, Silvia Giannini, Michael Pistauer, Claudio Recchi, Dominique Marie Laurence Senequier and Guido Tabellini. Seven directors out of a total of twelve are therefore independent. All of the independent directors have the requisites established by law and by the Code of Conduct. The Board gave a positive opinion on the independence of director Claudio Recchi, in spite of his having been a director of the company for nine of the last twelve years.
The Board then appointed the members of the Internal Control Committee (Maristella Botticini, Giampio Bracchi and Silvia Giannini), of the Appointments Committee (Michael Pistauer, Dominique Senequier and Guido Tabellini), of the Compensation Committee (Giampio Bracchi, Claudio Recchi and Guido Tabellini), of the Supervisory Body (Giuseppe Gianoglio, Giuseppe Bianchi and Andrea Gottardo) and the lead independent director (Guido Tabellini). The Board also checked the existence of the requisites of independence required by law of the members of the Board of Statutory Auditors. Massimo Segre was appointed Secretary to the Board. The Honorary Chairman Carlo De Benedetti thanked the outgoing secretary, Franca Bruna Segre, for all the work she has done for the company since it was founded.
Lastly, on the basis of the authorization assigned to the Board by the Shareholders’ Meeting, the Board of Directors implemented stock grant plan 2011 by assigning 3,342,500 conditional rights
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The document and information contained in this area of the website are not, and must not be sent, or in any other way transmitted to or distributed to, directly or indirectly, in the United States of America, Australia, Canada, Japan or any Other Countries.
The documentation and information contained in this area of the website are not, and must not be sent by, or transmitted to or distributed to, directly or indirectly, persons resident or physically present in the United States of America, Australia, Canada, Japan, and do not constitute and cannot be interpreted as an offer to purchase or a solicitation of an offer to sell financial instruments addressed to U.S. Persons - as defined under the U.S. Securities Act of 1933, as amended, or to persons resident in Other Countries. The shares of COFIDE – Gruppo De Benedetti S.p.A. – which will change its company name to “CIR S.p.A. – Compagnie Industriali Riunite” on the effective date of the merger by incorporation with CIR S.p.A. – Compagnie Industriali Riunite - referred to in this area of the website have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States of America absent registration or an applicable exemption from registration thereunder.
In order to access the information and documents contained in this area of the website I declare under my personal liability: not to be currently a U.S. Person, and not to find me at present in or not to be resident in the United States of America, Australia, Canada, Japan, or in any Other Country, and I have fully understood and accepted the limitations reported above.