Eurotech: resolutions passed by ordinary shareholders' meeting on 24 april 2014

Amaro (Italy), 24 April 2014
  • Statutory Financial Statements for the year ended on 31 December 2013 approved and 2013 Consolidated Financial Statements presented to shareholders
  • First Section of the Report on Remuneration approved, pursuant to Article 123-ter of Italian Legislative Decree 58/1998
  • Company officers renewed. Roberto Siagri confirmed as Chairman
  • Assignment of the mandate to the Independent Auditors
  • Purchase and use of own shares authorized

Approval of Statutory Financial Statements for the year ended on 31 December 2012 and presentation of 2012 Consolidated Financial Statements

The Ordinary Shareholders’ Meeting of Eurotech SpA, which met today on sole call in Amaro under the chairmanship of Roberto Siagri, approved Statutory Financial Statements for the year ended on 31 December 2013, confirming the data of the Draft Financial Statements approved by the Board of Directors on 14 March 2014, and also presented 2013 Consolidated Financial Statements to shareholders.

Eurotech Group. In FY2013 consolidated net revenues totaled €66.11 million (mn) (€78.74 mn in FY2012) and EBIT amounted to €-11.93mn (€-3.89 mn in FY2012), with a net profit of €8.24mn (€-2.78 mn in FY2012)

Eurotech S.p.A.. The parent company ended 2013 with a net profit of €19.97 mn (€-0.42 mn in FY2012).

Approval of the First Section of the Report on Remuneration
he Shareholders’ Meeting approved, with non-binding vote, the First Section of the Report on Remuneration prepared in accordance with Articles 123-ter of Italian Legislative Decree 58/1998 and 84-quater of Consob Regulation n. 11971/1999, and in accordance with Annex 3A Schemes 7-bis and 7-ter of the same Regulation.

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, 2016.

The Board of Directors drawn from the list submitted by the shareholder Roberto Siagri also on behalf of the shareholder Finmeccanica S.p.A. is composed of: Roberto Siagri, Giampietro Tecchiolli, Giuseppe Panizzardi, Dino Paladin, Sandro Barazza, Giulio Antonello, Chiara Mio, Paola Bonomo and Riccardo Costacurta.

Roberto Siagri was confirmed as Chairman of the Board of Directors.

Directors Giulio Antonello, Paola Bonomo, Riccardo Costacurta and Chiara Mio 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 section Investors / Corporate Governance.

The percentage of shares owned by Directors is as follows:
- Roberto Siagri owns 6.53% of the share capital;
- Giampietro Tecchiolli owns 0.53% of the capital;
- Dino Paladin owns 5.24% of the capital share;
- Sandro Barazza owns 0.006% of the capital share.

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, 2016.

Claudio Siciliotti, Michela Cignolini and Giuseppe Pingaro were appointed as Statutory Auditors. Gianfranco Favaro and Laura Briganti were appointed as Deputy Auditors. All members were drawn from the list submitted by the shareholder Roberto Siagri also on behalf of the shareholder Finmeccanica S.p.A..

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 section Investors / Corporate Governance


Assignment of the mandate to the Independent Auditors
The Shareholders’ Meeting taking up the detailed proposal presented by the Board of Statutory Auditors, assigned the engagement for the external statutory audit of the accounts for the financial years 2014-2022 to the independent auditors PricewaterhouseCoopers S.p.A.

Authorization to purchase of own shares
The Shareholders’ Meeting has also decided to authorize purchase and use of the Company’s own shares, pursuant to Articles 2357 and 2357-ter of Code of C and to Article 132 of Italian Legislative Decree 58/1998 and its implementing provisions.

The authorization to purchase and use of own shares 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 programs 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 programs for shareholders.

Authorization has been given for the purchase, also in several tranches, of Eurotech ordinary shares without par value expressed up to a maximum number, considering also the Eurotech ordinary shares owned from time to time by the Company and by its controlled companies, 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. Authorization 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 1,319,020 treasury shares, accounting for 3.7139% 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, Sandro Barazza, hereby declares that the financial disclosure contained in this press release corresponds to the company’s documentary evidence, corporate books, and accounting records. /en>

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april 2014


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