Breadcrumbs

13 May 2011

Shareholders' Meeting approves financial statements 2010

The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on May 13, 2011 to approve the financial statements for the year ended December 31, 2010.

In order to favor the group’s financial structure, in a context which does not allow to think that the main markets have overcome the present uncertainties yet, the meeting resolved the distribution of a dividend of €0.03 to savings shareholders only.
The dividend attributed to savings shares will be payable as from May 26, 2011, with detachment on May 23, 2011 of coupon no. 14.

Consolidated net sales came in at €2,648.4 million vs. €2,671.8 million in 2009 (-0.9%) and Ebitda stood at €387.0 million (€541.7 million in 2009). The income statement reported a consolidated net loss of €63.5 million vs. a profit of €139.5 million in 2009. As of December 31, 2010, net debt amounted to €1,266.9 million, up €57.7 million from €1,209.3 million at 2009 year-end. At the same date, total equity, inclusive of non-controlling interest, increased to €2,803.7 million from €2,712.4 at 2009 year-end. Consequently debt/equity ratio remained at 0.45.

In 2011 the parent company Buzzi Unicem SpA reported a net profit of €44.3 million (€112.6 million in 2009) with cash flow at €82.6 million.


Moreover, the Shareholders’ Meeting resolved to authorize the Board of Directors, for a length of 18 months, to buy-back a maximum of additional no. 4,000,000 ordinary and/or savings shares, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €64 million.
The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of €10 for savings shares and from a minimum of €0.60, equal to par value, to a maximum of €16 for ordinary shares, or at the highest price allowed by the market general rules approved by Consob by resolution no. 16839 of 19 March 2009, in case these rules are adopted by the company. The treasury shares shall be purchased on the market, according to Borsa Italiana rules. Moreover the company can avail itself also of the procedure provided by the market rules approved by Consob by resolution no. 16839 of 19 March 2009.

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 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 authorization of the ordinary Shareholders’ Meeting of April 28, 2010, as of today no transactions have been effected on treasury shares, whereas #117,025 savings treasury shares have been assigned to the managers of the company and its subsidiaries under the MBO scheme adopted for the years 2009-2011, #63,245 thereof to be assigned effective from June 27, 2011.

As of today the company owns #500,000 ordinary treasury shares and #203,400 savings treasury shares equal to 0.34% of capital stock.

Moreover the Shareholders’ Meeting renewed the Board of Directors and the Statutory Auditors’ Committee whose appointment will expire with the Shareholders’ Meeting for the approval of the financial statements as of December 31, 2013.

The Shareholders’ Meeting fixed the number of Board of Directors’ members at 13 with the appointment of Messrs Wolfgang Bauer, Paolo Burlando, Alessandro Buzzi, Enrico Buzzi,  Michele Buzzi, Pietro Buzzi, Veronica Buzzi, York Dyckerhoff, Elsa Fornero, Aldo Fumagalli Romario, Gianfelice Rocca, Maurizio Sella and Marco Weigmann, all drawn from the one and only list submitted by the majority shareholder.

Directors Elsa Fornero and Gianfelice Rocca have declared that they meet the criteria required by the Finance Consolidation Act and by the Code of Conduct of the listed company to be classified as independent. Moreover directors York Dyckerhoff, Aldo Fumagalli Romario and Maurizio Sella have declared that they meet the criteria required by the Code of Conduct of the listed companies to be classified as independent.

The Shareholders’ Meeting appointed also the Statutory Auditors’ Committee in the persons of Mario Pia as Chairman, Gianfranco Barzaghini and Giorgio Giorgi as regular members, Roberto D’Amico and Paola Lucia Giordano as alternates, all drawn from the one and only list submitted by the majority shareholder.

The directors and statutory auditors’ curricula are available on the company’s website www.buzziunicem.com.

Finally the Shareholders’ Meeting, in the extraordinary session, approved the amendment of articles 8, 17 and 20 of the by-laws in order to introduce specific provisions which are required for the implementation of some rights granted by Consob Regulation no. 17221/2010, use of which was made by the Procedures for related party transactions adopted by the Company on November 11, 2010, as well as the amendment of article 10 of the by-laws in relation to the rules ex Legislative Decree no 27/2010.

The Board of Directors, which met right after the Shareholders’ Meeting, confirmed Alessandro Buzzi as Chairman, Enrico Buzzi as Vice-Chairman, Michele Buzzi and Pietro Buzzi as Managing Directors, confirming the powers they were already granted in the previous term of office, and appointed Veronica Buzzi as Vice-Chairman.
The Board of Directors also assessed that the independence criteria pursuant to Legislative Decree no 58/1998 are satisfied by Directors Elsa Fornero and Gianfelice Rocca who have declared to meet them as well as and by the members of the Statutory Auditors’ Committee. Moreover the Board assessed that Directors York Dyckerhoff, Elsa Fornero, Aldo Fumagalli Romario, Gianfelice Rocca and Maurizio Sella satisfy the independence criteria required by the Code of Conduct of the listed companies (as applied by the company pursuant to what stated in the Report on Corporate Governance and ownership structure).
Finally the Board of Directors confirmed (i) the Committee for the Internal Control in the persons of the independent directors Maurizio Sella (Chairman) and Elsa Fornero and the non-executive director Paolo Burlando and (ii) the manager responsible for preparing the company’s financial reports and renewed the Committee for related party transactions in the persons of the independent directors Maurizio Sella (Chairman), Elsa Fornero and Aldo Fumagalli Romario.


The manager responsible for preparing the company’s financial reports, Silvio Picca, 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.


Company contacts:
Investor Relations Assistant
Mariangiola Fiore
Phone. +39 0142 416 404
Email: mfiore@buzziunicem.it