Shareholders’ Meeting approves the 2021 financial statements
The General Shareholders’ Meeting of Buzzi Unicem SpA took place in Casale Monferrato on 12 May 2022 to approve the financial statements for the year ended 31 December 2021 (with the sole attendance of the Appointed Representative in compliance with art. 106 of Decree Law no. 18 dated 17 March 2020 and subsequent amendments).
The Shareholders’ Meeting approved the financial statements for the year ended 31 December 2021 and resolved to distribute a dividend of €0.40 per share.
The dividend payment will be effected as from 25 May 2022, with detachment on 23 May 2022 of coupon no. 25, and with record date on 24 May 2022.
Consolidated net sales came in at €3,445.6 million, improving compared to €3,222.4 million in 2020, and Ebitda stood at €794.6 million (€780.8 million in 2020). The income statement reported a consolidated net profit of €541.9 million vs. a profit of €560.2 million in 2020. As at 31 December 2021, the net financial position was positive and amounted to €235.5 million, up €477.1 million from €241.6 million net debt at 2020 year-end. As at 31 December 2021, total equity, inclusive of non-controlling interests, stood at €4,375.2 million vs. €3,603.0 million at 2020 year-end. Consequently, the debt/equity ratio decreased to 58% from 77% in the previous year.
In 2021 the parent company Buzzi Unicem SpA reported a net profit of €223.2 million versus a net profit of €293.4 million in 2020, with a cash flow of €257.7 million.
Moreover, after revoking the unused part of the previous authorization adopted on 7 May 2021, the Shareholders’ Meeting resolved to authorize the Board of Directors, for a length of 18 months, to buy-back a maximum of additional no. 12,000,000 ordinary shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €200 million.
The proposed purchase price ranges from a minimum to a maximum per share of respectively no less and no more than 10% compared to the reference price of the ordinary share recorded in the stock market session of the day before the completion of each individual transaction.
The treasury shares can be purchased on the market, according to Borsa Italiana rules, in accordance with art. 144 bis, paragraph 1, letters b), c) and d) ter of Consob Regulation no. 11971/99 and subsequent amendments. Moreover, the company can avail itself also of the procedure provided by possible market rules approved by Consob, in so far as they are applicable, as well as of those pursuant to art. 5 of Regulation (EU) no. 596/2014.
The above authorization is required to allow the company to intervene in case of fluctuation of the shares price beyond the normal market volatility, within the extent allowed by the law and the market rules, as well as to give the company an instrument for liquidity investment. The authorization is also required to allow the company to purchase treasury shares in order to use them as a payment in extraordinary transactions, also of equity interest swap or of conversion of bonds of possible future issuance, or for distribution, for a consideration or without consideration, to directors and employees of the company or its subsidiaries as well as for allocation to shareholders without consideration.
Based on the previous resolution by the ordinary Shareholders’ Meeting of 7 May 2021 the entire authorized no. of 7,000,000 shares was purchased.
As a consequence of the above and taking into account the treasury shares already held, as of today the company owns no. 7,494,316 ordinary treasury shares equal to 3.891% of capital stock.
The Shareholders’ Meeting also:
- approved Section I of the Report on remuneration policy and compensation paid, ex per art. 123 ter, paragraphs 3 bis and 3 ter, of Legislative Decree no. 58/1998;
- expressed a favorable non-binding vote on Section II of the Report on remuneration policy and compensation paid, ex art. 123 ter, paragraph 6, of Legislative Decree no. 58/1998;.
- appointed, upon motivated recommendation of the Statutory Auditors’ Committee, PricewaterhouseCoopers S.p.A. as auditing company to carry out the independent audit for the years 2023-2031.
Finally, the Shareholders’ Meeting, in the extraordinary session, resolved to renew the directors’
power for 5 years:
- to increase capital up to maximum amount of €26 million plus a share premium with the issue of a maximum of no. 40,000,000 ordinary shares, also derogating from the pre-emption right;
- to issue convertible bonds and/or warrants for a maximum amount of 300 million, also derogating from the pre-emption right;
- to increase capital, also to be used for the issue of convertible bonds and/or warrants excluding the pre-emption right within the limit of 10% of share capital for a further maximum amount of €13 million.
The manager responsible for preparing the company’s financial reports, Elisa Bressan, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
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