Shareholders and Board of Directors MeetingsMay 29, 2012
• EXOR S.p.A. financial statements approved with a profit of €58.7 million
• Dividends declared: €0.335 for each ordinary share, €0.3867 for each
preferred share and €0.4131 for each savings share
• Directors and Board of Statutory Auditors appointed for the years 2012-2013-
• Renewal of authorization for purchase and disposal of treasury shares and
long-term incentive plan approved
• John Elkann confirmed as EXOR’s Chairman and Chief Executive Officer
• New share buyback plan approved for maximum €50 million
The Annual General Meeting of the shareholders of EXOR S.p.A., presided over
by Chairman John Elkann, met today in Turin and approved the separate financial
statements at December 31, 2011, which closed with a net profit of €58.7 million
(€151.8 million in 2010).
The shareholders’ meeting approved the payment of dividends equal to €0.335 for
each ordinary share, €0.3867 for each preferred share and €0.4131 for each
savings share, for a total maximum amount of €80.1 million to be drawn from
2011 net profit. The proposed dividends are payable to shares outstanding, thus
excluding shares held directly by EXOR S.p.A., at the ex-dividend date of
June 18, 2012; dividends will be paid beginning June 21, 2012.
The financial statements are available on the Company website www.exor.com.
The shareholders’ meeting established the number of members of the Board of
Directors at 15 for the years 2012-2013-2014 and appointed the following
directors: Andrea Agnelli, Vittorio Avogadro di Collobiano, Victor Bischoff,
Tiberto Brandolini d'Adda, Giuseppina Capaldo, John Elkann,
Luca Ferrero Ventimiglia, Mina Gerowin, Jay Y. Lee, Sergio Marchionne,
Alessandro Nasi, Lupo Rattazzi, Giuseppe Recchi, Eduardo Teodorani-Fabbri and
Michelangelo Volpi. The directors Victor Bischoff, Giuseppina Capaldo,
Mina Gerowin, Jay Y. Lee, Giuseppe Recchi and Michelangelo Volpi have
declared that they possess the requisites of independence.
The board of statutory auditors was also appointed and is composed of
Sergio Duca (Chairman), Nicoletta Paracchini and Paolo Piccatti. The alternate
auditors appointed were Giorgio Ferrino and Ruggero Tabone.
The shareholders’ meeting then approved the Compensation Report pursuant to
art. 123-ter of Legislative Decree 58/98 and adopted the long-term Incentive Plan
that was announced to the market. Finally, the resolution was passed for the
renewal of the authorization for the purchase and disposal of treasury shares: the
Company may purchase on the market, for 18 months from the resolution by the
shareholders, ordinary and/or preferred and/or savings shares for a maximum
number such as not to exceed the limit set by law, for a maximum disbursement
of €450 million, at a price of not less than or not more than 10% of the reference
price recorded by the share in the stock market trading session of the day prior to
each single transaction.
At the end of the shareholders’ meeting, EXOR held a meeting of the board of
directors which confirmed John Elkann as Chairman and Chief Executive Officer
and Tiberto Brandolini d’Adda and Alessandro Nasi as Vice Chairmen. The board
then appointed Pio Teodorani Fabbri as Honorary Chairman, in addition to the
current Honorary Chairman Gianluigi Gabetti.
After having verified the existence of the requisites of independence of the
directors Victor Bischoff, Giuseppina Capaldo, Mina Gerowin, Jay Y. Lee,
Giuseppe Recchi and Mike Volpi, the board appointed the following committee
- Internal Control Committee: Giuseppina Capaldo (Chairperson), Victor
Bischoff and Giuseppe Recchi.
- Compensation and Nominating Committee: Victor Bischoff (Chairperson),
Mina Gerowin and Giuseppina Capaldo.
- Strategy Committee: John Elkann (Chairperson), Victor Bischoff,
Mina Gerowin, Jay Y. Lee, Sergio Marchionne and Mike Volpi.
Giuseppina Capaldo was appointed Lead Independent Director.
The Supervisory Body was also confirmed pursuant to Legislative Decree
231/2001 and is composed of Sergio Duca, Giuseppe Zanalda and
Enrico Vellano has been confirmed as Manager responsible for the preparation of
EXOR’s financial reports.
Following the resolution authorizing the renewal, the board approved a new
buyback program to replace the one announced on May 12, 2011 which had been
approved by resolution passed by the shareholders’ meeting last year. The new
program provides for a maximum disbursement of €50 million and covers
EXOR’s ordinary, preferred and savings shares, to be purchased on the market at
a price of not less than and not more than 10% of the reference price recorded by
the share in the stock market trading session of the day prior to each single
transaction. The purchases will be made on regulated markets and the maximum
number of shares purchased daily may not exceed 25% of the average daily
quantity respectively of EXOR’s ordinary, preferred and savings shares traded on
the market, as established by Commission Regulation (EC) 2273/2003. Each
decision taken for the purchases, including the timing, the quantity and the unit
price, is at the exclusive discretion of EXOR. In the case of purchases, EXOR will
communicate, on a weekly basis, to the market and to the competent Authorities,
the transactions carried out, indicating the number of shares purchased, the
average purchase price, the total number of shares purchased as at the date of the
communication and the total amount invested as at the same date. The program
could start on May 30, 2012 and will end on November 29, 2013, the expiration
date of the resolution giving authorization by today’s shareholders’ meeting.
Finally, the Board of Directors authorised the Chairman and Chief Executive
Officer, John Elkann, to finalise the investment of €300 million in an Irish
registered open-ended fund, that The Black Ant Group LLP will manage
exclusively for EXOR, investing principally in equity and debt instruments. The
investment has a time horizon of 5 years.
Today in the afternoon at 17 CET, Chairman John Elkann will review
performance and updatings of EXOR and its subsidiaries with analysts and
institutional investors by conference call in English. The call is live, and will later
be recorded, on the Company’s website www.exor.com, where the illustrative
documentation on the presentation will also be available.