Shareholders' Meeting approves financial statements 2013
The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on May 9, 2014 to approve the financial statements for the year ended December 31, 2013.
The Shareholders’ Meeting approved the financial statements for the year ended December 31, 2013 and resolved:
- to cover the loss for the year amounting to €119,592,9771.92 by drawing on the reserve Retained earnings;
- to distribute out of reserves available, a dividend of €0.05 euro per ordinary share and per savings share.
The dividend is the same for both categories of shares since it is distributed out of reserves available, pursuant to art. 28 of the Bylaws. The dividend payment will be effected as from May 22, 2014, with detachment on May 19, 2014 of coupon no. 16 for ordinary shares and coupon no. 17 for savings shares, and with record date on May 21, 2014.
Consolidated net sales came in at €2,753.1 million vs. €2,813.4 million in 2012 (-2.1%) and Ebitda stood at €481.2 million (€455.1 million in 2012). The income statement reported a consolidated loss of €50.7 million vs. a loss of €28.5 million in 2012. As at December 31, 2013, net debt amounted to €1,065.6 million, down €59.3 million from €1,124.9 million at 2012 year-end. As at December 31, 2013, total equity, inclusive of non-controlling interests, stood at €2,374.2 million vs. €2,602.6 at 2012 year-end. Consequently debt/equity ratio increased to 0.45 from 0.43 in the previous year.
In 2013 the parent company Buzzi Unicem SpA reported a loss of €119.6 million from a net profit of €10.5 million in 2012, with a negative cash flow of €45.7 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 €76 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 of €19 for ordinary shares, or at the highest price allowed by the market general rules approved by Consob by resolution no. 16839 of March 19, 2009, in case these rules were adopted by the company. The treasury shares can 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 March 19, 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 May 10, 2013, as of today no transactions have been effected on treasury shares.
As of today the company owns #500,000 ordinary treasury shares and #29,290 savings treasury shares equal to 0.26% of capital stock.
Moreover the Shareholders’ Meeting renewed the Board of Directors and the Statutory Auditors’ Committee for three years; their term of office will expire with the Shareholders’ Meeting for the approval of the financial statements as of December 31, 2016.
The Shareholders’ Meeting fixed the number of Board of Directors’ members at 13 with the appointment of Messrs Enrico Buzzi, Michele Buzzi, Pietro Buzzi, Veronica Buzzi, Elsa Fornero, Gianfelice Rocca, Maurizio Sella, York Dyckerhoff, Marco Weigmann, Aldo Fumagalli Romario, Linda Orsola Gilli, Paolo Burlando (drawn from the list submitted by the majority shareholder) and Oliviero Maria Brega (drawn from the minority list submitted by a group of Italian and foreign institutional investors).
Directors Elsa Fornero, Gianfelice Rocca and Oliviero Maria Brega have declared that they meet the criteria required by the Consolidated Law on Finance and by the Code of Conduct of the listed companies to be classified as independent. Moreover directors York Dyckerhoff, Aldo Fumagalli Romario, Maurizio Sella and Linda Orsola Gilli 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 and Paola Lucia Giordano, regular members drawn from the list submitted by the majority shareholder and Fabrizio Riccardo Di Giusto, who is entitled to chair the Committee, drawn from the minority list submitted by a group of Italian and foreign institutional investors. The alternate members were appointed in the persons of Margherita Gardi (drawn from the list submitted by the majority shareholder) and Massimo Cremona (drawn from the minority list submitted by a group of Italian and foreign institutional investors).
The directors and statutory auditors’ curricula are available on the company’s website www.buzziunicem.it.
Moreover, the Shareholders’ Meeting appointed, upon proposal of the Statutory Auditors’ Committee, the firm Reconta Ernst & Young SpA as external legal auditor for the years 2014-2022.
Finally, the Shareholders’ Meeting favorably resolved on the report on remuneration ex art. 123 ter of Legislative Decree no. 58/1998.
The Board of Directors, which met right after the Shareholders’ Meeting, appointed Enrico Buzzi as Chairman and Michele Buzzi and Pietro Buzzi as Managing Directors, confirming the powers they were already granted in the previous term of office, and confirmed Veronica Buzzi as Vice-Chair.
The Board of Directors also assessed that the independence criteria pursuant to Legislative Decree no 58/1998 are satisfied by Directors Elsa Fornero, Gianfelice Rocca and Oliviero Maria Brega 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, Maurizio Sella and Oliviero Maria Brega 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 Control and Risk Committee in the persons of the independent directors Maurizio Sella (Chairman) and Aldo Fumagalli Romario and the non-executive director Paolo Burlando and (ii) the manager responsible for preparing the company’s financial reports in the person of Silvio Picca. Moreover the Committee for related party transactions was renewed in the persons of the independent directors Maurizio Sella (Chairman), Elsa Fornero and Aldo Fumagalli Romario.
The Board of Directors has finally resolved to appoint Sandro Buzzi as Honorary Chairman.
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.
Investor Relations Assistant
Phone. +39 0142 416 404