Milan, May 29, 2012 – At an ordinary and extraordinary session held today on second call, the Italmobiliare S.p.A. Annual General Meeting approved the 2011 directors’ report and financial statements reflecting consolidated revenue of 5,016.0 million euro, unchanged from 5,016.4 million euro in 2010. The year’s earnings were heavily impacted by the extraordinary effects of material impairment losses on non-current assets and goodwill for 148.1 million euro and on financial assets for 86.6 million euro, to show a loss for the year of 57.3 million euro compared with a profit of 35.2 million euro for the year to December 31, 2010. In consideration of the results caused by the effects of the economic and financial crisis, the shareholders carried a resolution not to distribute a dividend for financial year 2011.
The shareholders also renewed the authorization for the purchase and disposal of treasury shares. Shares may be purchased through one or more transactions over a period of 18 months from the date of the shareholders’ resolution to enable the company to:
- dispose of treasury shares:
- for sale to employees and/or directors in connection with stock option plans reserved for employees and/or directors;
- for medium/long-term investment purposes;
- operate, in compliance with current regulations, directly or through intermediaries, in order to limit anomalous trends in share prices;
- create a treasury stock portfolio to service extraordinary financial transactions or for other purposes deemed to be in the financial, business and/or strategic interests of the company;
- offer shareholders an additional tool to monetize their investments.
The price of each share shall not be more than 15% above or below the average reference share price recorded on the Italian stock exchange in the three sessions preceding each transaction; the overall consideration paid by the company for the purchase shall in no case exceed the amount of 50 million euro; the maximum number of ordinary and/or savings shares acquired shall not have an overall nominal value, including treasury shares already held as of today by the company and/or by the subsidiaries, in excess of one tenth of the share capital.
No ordinary or savings treasury shares were purchased by the company under the previous authorization granted by the shareholders in May 2011 and revoked by today’s authorization.
As of today, the company owns 871,411 ordinary treasury shares and 28,500 savings treasury shares, representing respectively 3.93% of the ordinary share capital and 0.17% of the savings share capital.
The AGM also approved the Remuneration Report drawn up by the directors. At an extraordinary session the shareholders carried a resolution to i) implement a number of provisions introduced by Law no. 120 of July 12, 2011, amending Legislative Decree no. 58 of February 24, 1998, regarding equality of gender access to the governance bodies of companies listed on regulated markets; ii) renew for an additional five-year period the power of the Board of Directors to raise share capital and issue convertible debentures or debentures with warrants for a maximum aggregate nominal value of 260 million euro, and iii) abrogate the powers of the directors, ex art. 2443 Italian Civil Code, to raise the share capital to be reserved for the directors and senior managers of the company or its subsidiaries.
AGM MINUTES
The minutes of the Italmobiliare S.p.A. Annual General Meeting held in Milan on May 29, 2012, will be filed at the company head office in Via Borgonuovo 20, Milan, and at Borsa Italiana S.p.A. in compliance with the terms laid down by art. 77 of CONSOB resolution no. 11971 of May 14, 1999, and will be available upon request. The AGM minutes will also be posted on the company website, www.italmobiliare.it.