Shareholders’ Meeting and Board of Directors Meeting
CIR: FINANCIAL STATEMENTS FOR 2011 APPROVED, DIVIDEND OF 0.025 EURO PER SHARE
Milan, April 27 2012 – The Annual General 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 2011
The Shareholders’ Meeting approved the statutory financial statements and examined the consolidated financial statements of the group for financial year 2011.
The CIR group closed 2011 with significant growth in its operating results compared to 2010 thanks to the higher margins obtained by its four main subsidiaries Sorgenia, Espresso, Sogefi and KOS. Revenues substantially held up while the reduction in net income was due mainly to the lower contribution of Sorgenia, which in 2010 had benefited from higher extraordinary income, and to the impact of the sharp fall in the financial markets, which in the second half of the year led to a negative adjustment to the fair value of the securities portfolio compared to previous periods.
Consolidated revenues totalled 4,522.7 million euro and were down slightly (–2.8%) from 4,650.8 million euro in 2010. Consolidated EBITDA came to 468.4 million euro (10.4% of revenues), up from 400.1 million euro (8.6% of revenues) in 2010, posting a rise of 17.1%. The net income of the group came in at 10.1 million euro (56.9 million euro in 2010). The parent company of the group CIR SpA closed the year 2011 with a positive net result of 0.3 million euro versus a loss of 14.7 million euro in 2010.
The Shareholders’ Meeting approved the distribution of a dividend of 0.025 euro per share, unchanged from last year, which will be paid out as from May 24 2012 against coupon no. 21 dated May 21 2012.
Authorization to buy back own shares and stock grant plan
The Shareholders then renewed, for a period of 18 months, the authorization given to 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 49,989,000 ordinary shares, corresponding to 6.3% of share capital.
The Shareholders also approved the compensation report and a stock grant plan for 2012 for directors and/or executives of the company, its subsidiaries and its parent company, consisting of a maximum of 6,000,000 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.
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Meeting of the Board of Directors
On the basis of the authorization assigned to the Board by the Shareholders’ Meeting, the Board of Directors, which met after the same Shareholders’ Meeting, implemented Stock Grant Plan 2012 by assigning 5,700,000 conditional rights.
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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.
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