Amaro (Italy), 28 April 2011
- Statutory Financial Statements for the year ended on 31 December 2010 approved and 2010 Consolidated Financial Statements presented to shareholders
- Company officers renewed. Roberto Siagri confirmed as Chairman
- Purchase and use of own shares authorized
Approval of Statutory Financial Statements for the year ended on 31 December 2010 and presentation of 2010 Consolidated Financial Statements
The Ordinary Shareholders’ Meeting of Eurotech SpA, which met today on second call in Amaro under the chairmanship of Roberto Siagri, approved Statutory Financial Statements for the year ended on 31 December 2010, confirming the data of the Draft Financial Statements approved by the Board of Directors on 15 March 2011, and also presented 2010 Consolidated Financial Statements to shareholders.
. In FY2010 consolidated net revenues totalled € 99.27 million (mn) (€83.53 mn in FY2009) and EBIT amounted to € -0.74mn (€ -6.63 in FY2009), with a net loss of € -6.08mn (€ -9.60 mn in FY2009).
. The parent company ended 2010 with a net loss of € -0.52 mn (€ -9.22 mn in FY2009).
Appointment of the Board of Directors and the Board of Statutory Auditors
The Shareholders’ Meeting appointed the Board of Directors, who will be in office for the following three years, namely until approval of the financial statements as at December 31st, 2013.
The Board of Directors drawn from the list submitted by the shareholder Roberto Siagri is composed of: Roberto Siagri (percentage of shares held on the date of appointment: 7.04%), Giovanni Soccodato, Giampietro Tecchiolli (percentage of shares held on the date of appointment: 0.53%), Giovanni Bertolone, Giancarlo Grasso, Sandro Barazza (percentage of shares held on the date of appointment: 0.006%), Cesare Pizzul, Chiara Mio, Maria Cristina Pedicchio.
Roberto Siagri was confirmed as Chairman of the Board of Directors.
Directors Cesare Pizzul, Chiara Mio and Maria Cristina Pedicchio certified that they meet the requirements of independence established in article 148, paragraph 3 of the TUF (applicable pursuant to paragraph 4, article 147-ter of the TUF), in the Code of Conduct adopted by Borsa Italiana SpA, as well as the other applicable legislation in force. The Directors’ curricula vitae are available on the company’s website www.eurotech.com.
The Shareholders’ Meeting also voted on the appointment of the Board of statutory Auditors, who will be in office for the following three years, namely until approval of the financial statements at December 31, 2013.
Claudio Siciliotti, Michela Cignolini and Giuseppe Pingaro were appointed as Stautory Auditors. Lorenzo Ginisio and Michele Testa were appointed as Deputy Auditors. All members were drawn from the list submitted by the shareholder Roberto Siagri.
Claudio Siciliotti was confirmed as Chairman of the Board of Statutory Auditors.
The auditors’ curricula vitae are available on the company’s website www.eurotech.com
Authorization to purchase of own shares
The Shareholders’ Meeting has also decided to authorize purchase and use of the Company’s own shares. This request for authorization aims to enable the Board of Directors possibly to use treasury shares, in compliance with current regulations, for the purposes contemplated by market practice concerning share buyback to create a so-called “securities inventory”, as allowed by the CONSOB (Italian securities & exchange commission), pursuant to Article 180, paragraph 1, letter c), of Italian Legislative Decree 58/1998, with its resolution no. 16839 of 19 March 2009 and thus (i) for the purposes of possible use of the shares as payment in extraordinary operations, also involving equity swaps with other parties as part of deals in the Company’s interest, or (ii) for the purposes of using any such treasury shares to service programmes for distribution, with or without consideration, of stock options or shares to directors, employees and outside staff of the Company, or of the latter’s subsidiaries, as well as for bonus stock grant programmes for shareholders.
Authorization has been given for the purchase, also in several tranches, of ordinary shares up to a maximum amount not exceeding, in total, the maximum limit established by the regulations applicable at any given time and for a period of 18 (eighteen) months, as from the date of the Ordinary General Shareholders’ Meeting resolution. Authorisation for use of treasury shares has been given without any time limits.
The resolution provides that own-share buybacks be performed observing the operating conditions established for the market practice mentioned above, meaning that the limits and restrictions referred to in such practice are also applicable, in particular those concerning the price of purchase proposals and volume of trades. In addition, The Shareholders’ Meeting has decided, in any case, the minimum unit amount be not more than 15% lower and the maximum amount not more than 15% higher than the official price recorded for Eurotech stock on the market trading day preceding each single purchase transaction or, if purchases are made by means of a public tender or exchange offer, that they take place at an amount with a minimum not more than 15% lower and a maximum not more than 15% higher than the official price recorded for Eurotech stock on the market trading day preceding announcement to the public.
It is further specified that, at present, the Company owns 420,140 treasury shares, accounting for 1.1830% of share capital, whereas Eurotech’s subsidiaries do not own Company shares.
"Pursuant to Article 154-bis, paragraph 2, of the Italian Consolidated Finance Act, the financial reporting manager of Eurotech SpA, Sandro Barazza, herewith declares that the financial disclosure contained in this press release corresponds to documentary evidence, corporate books, and accounting records."