Stockholders' MeetingApril 28, 2009
The Annual General Meeting of the ordinary shareholders of EXOR S.p.A., which met today in Turin, presided over by John Elkann, approved the separate financial statements of EXOR S.p.A. and of the incorporated IFIL Investments S.p.A. for the year ended on December 31, 2008. The financial statements of EXOR S.p.A. show a net profit € 49.1 million (€ 54.5 million in 2007); the financial statements of Ifil Investments S.p.A. show a net profit € 356.5 million (€ 123.4 million in 2007). The EXOR shareholders’ meeting approved the distribution of dividends of € 0.3190 for each ordinary share, € 0.3707 for each preferred share and € 0.4580 for each savings share for a total maximum amount of € 81.8 million, of which € 46.7 million from the profit for the year and € 35.1 million (corresponding to € 0.1459 for each
share of the three classes of stock) from the extraordinary reserve. The ex-dividend date is May 11, 2009 and the dividends will be paid starting from May 14, 2009.
The financial statements are available on the company website www.exor.com. The shareholders’ meeting then appointed the board of directors, setting out the number of members at 17 and the relative compensation. After thanking the outgoing directors, Carlo Acutis, Francesco Marini Clarelli, Virgilio Marrone, Andrea Nasi and Claudio Saracco, the shareholders’ meeting confirmed the other members currently in office for the fiscal years 2009-2010-2011 and appointed the new directors Christine Morin-Postel, Victor Bischoff, Eugenio Colucci, Alessandro Nasi, Antoine Schwartz. The new board is thus composed of the following members: Andrea Agnelli, Carlo Barel di Sant' Albano, Victor Bischoff, Tiberto Brandolini d'Adda, Oddone Camerana, Eugenio Colucci, John Elkann, Luca Ferrero Ventimiglia, Gianluigi Gabetti, Franzo Grande Stevens, Antonio Maria Marocco, Christine Morin-Postel, Alessandro Nasi, Lupo Rattazzi, Giuseppe Recchi, Antoine Schwartz, Pio Teodorani-Fabbri. The shareholders’ meeting also appointed, for the same fiscal years, the members of the board of statutory auditors and set out the relative compensation; the board of statutory auditors is composed by: Lionello Jona Celesia (chairman), Paolo Piccatti and Giorgio Ferrino. The alternative auditors appointed are Lucio Pasquini and Ruggero Tabone. After the shareholders’ meeting, the EXOR board of directors met and appointed John Elkann chairman, Tiberto Brandolini d’Adda and Pio Teodorani-Fabbri vice chairmen and Carlo Barel di Sant’Albano chief executive officer. Gianluigi Gabetti serves as honorary chairman.
Moreover the EXOR board of directors appointed the members of the following Committees:
- Internal Control Committee: Eugenio Colucci (chairman), Antonio Maria Marocco, Giuseppe Recchi.
- Compensation and Nominating Committee: Franzo Grande Stevens (chairman), Victor Bischoff, Giuseppe Recchi.
- Strategic Committee (which was newly set up with consultative functions):
John Elkann (chairman), Carlo Barel di Sant’Albano, Victor Bischoff, Gianluigi Gabetti, Christine Morin-Postel, Antoine Schwartz.
The board of directors also verified that the directors Christine Morin-Postel, Victor Bischoff, Eugenio Colucci, Antonio Maria Marocco, Giuseppe Recchi and Antoine Schwartz possess the independence requisites provided by the applicable rules and the Corporate Governance Code for Listed Companies. Antonio Maria Marocco was appointed as Lead Independent Director.
Finally the board of directors appointed Virgilio Marrone as secretary of the board.