Milan, April 21, 2022 – The Shareholders' Meeting of Italmobiliare S.p.A. met today - in the presence of 79.52% of the share capital with the sole participation of the Designated Representative in accordance with the provisions of art. 106.4 of Decree Law 18 of March 17, 2020, converted into Law 27 of April 24, 2020 and subsequently extended by art. 3.1 of Decree Law 228 of December 30, 2021, converted into Law 15 of February 25, 2022. The Shareholders' Meeting approved the 2021 financial statements, which show a separate profit of 53.1 million (31.5 million in 2020), with a positive net financial position for the Parent Company of Euro 337.5 million (387.2 million in 2020). The Shareholders' Meeting also approved the distribution of an ordinary dividend of 0.70 euro per share and an extraordinary dividend of 0.70 euro per share. The proposed dividend will be distributed using the entire profit of Euro 53,146,430 and retained earnings for an amount of Euro 6,049,672. The dividend and the extraordinary dividend will be paid in one tranche on May 11, 2022, going ex-coupon on May 9, 2022 and with a record date of May 10, 2022).
The Shareholders' Meeting also approved the Remuneration Policy for 2022 and expressed itself in favour of the compensation paid to Directors, Statutory Auditors and Key Management Personnel in 2021.
The shareholders also renewed the authorisation to buy and sell treasury shares for the next 18 months for the usual purposes governed by the law, namely: to set up a portfolio of securities that could be used in place of financial resources, to carry out extraordinary corporate finance transactions or to implement compensation plans based on financial instruments that could be approved in the future; to carry out activities to stabilise and support the liquidity of the Italmobiliare stock, favouring regular trading, including securities lending to support third-party liquidity providers, market makers and specialists. The proposed authorisation concerns a maximum of 1,000,000 shares (representing 2.353% of the shares that currently make up the share capital) for a maximum outlay of 32,000,000 euro. The Company currently has 217,070 treasury shares in its portfolio, equal to 0.511% of the share capital. The Company will be able to buy treasury shares in one or more tranches. Purchases will be made on the market in compliance with art. 144-bis, paragraph 1, letters b), and d-ter) of the Issuers Regulation, so as to allow compliance with the principle of equal treatment of shareholders, as required by article 132 of the CLF, and therefore (i) on regulated markets, according to the operating procedures established in the organisation and management regulations of Borsa Italiana, which do not allow direct matching of purchase proposals with predetermined sale proposals, or (ii) with the methods established by market practices allowed by CONSOB pursuant to article 13 of (EU) regulation no. 596/2014 from time to time in force, and in any case in accordance with the further provisions of the law and regulations applicable to this type of transaction. Purchases will be made - in compliance with the conditions established in article 3 of the (EU) Delegated Regulation 2016/1052 of the Commission dated March 8, 2016 and other applicable rules - at a unit price not exceeding the highest price between the price of the last independent transaction and the price of the current highest independent purchase offer on the Euronext STAR Milan, it being understood that this consideration may not in any case be lower in the minimum and higher in the maximum by 15% (fifteen percent) with respect to the reference price that the Italmobiliare share recorded in the stock market session of the day preceding each transaction. The Company will be able to carry out disposals, also fractionally and without time limitations, of the Italmobiliare shares to be purchased or already purchased on the basis of previous shareholders' authorisations, according to the purposes and methods indicated above, providing the unit selling price (or in any case the unit value established in the context of the sale) is not lower than the average carrying price of the shares bought on the basis of the authorisation.
Furthermore, the Meeting voted to confirm Valentina Casella as Director. Valentina Casella, first non-elected candidate on the majority list presented by Compagnia Fiduciaria Nazionale at the previous Shareholders' Meeting on April 21, 2020, was co-opted onto the Board on July 29, 2021.
Valentina Casella declared to meet the independence requirements of the Consolidated Law on Finance and the Corporate Governance Code. Assessment of the independence requirements by the Board of Directors will take place at the next Board meeting.