IFIL - Stockholders's Meeting and Board of Directors's MeetingMay 13, 2008
2007 financial statements approved with a profit of € 123.4 million
(€ 625.3 million in 2006)
• Dividends declared for € 0.10 per ordinary share and € 0.1207 per savings shares
for a total of € 106.3 million
• Changes to the IFIL board of directors and board of statutory auditors for the
years 2008-2009-2010: John Elkann appointed Chairman, Gianluigi Gabetti
appointed Honorary Chairman
The annual general meeting of the stockholders of IFIL which met today in Turin, presided
over by Gianluigi Gabetti, in ordinary session approved the financial statements for the year
ended December 31, 2007, which, as previously announced, show a profit € 123.4 million
(€ 625.3 million in 2006).
The stockholders’ meeting approved the distribution of dividends for all shares currently
outstanding of € 0.10 for each ordinary share and € 0.1207 for each savings share for a total of
€ 106.3 million (based on circulating capital stock as of today). The ex-coupon date is May 19,
2008 and payment of the dividends starts on May 22, 2008.
The authorization to purchase and dispose of treasury shares was also renewed. The resolution
grants the board of directors the right to purchase on the market, for 18 months from today’s
date, up to a maximum of 55 million ordinary and/or savings shares, for a maximum
disbursement of € 450 million, at a price of not less than or more than 15% of the price
recorded by the stock in the trading session of the day prior to each single purchase transaction.
IFIL, also through the subsidiary Soiem, currently holds 20,816,460 ordinary shares of treasury
stock, equal to 2% of the class of stock and 1.93% of capital stock and 631,000 savings shares
equal to 1.68% of the class of stock and 0.06% of capital stock.
The stockholders’ meeting then elected the board of directors, setting the number of members
at 11 and fixing the relative compensation. After thanking the outgoing directors,
Giancarlo Lombardi and Daniel John Winteler, the stockholders’ meeting confirmed the
members currently in office for the years 2008-2009-2010 and elected the new director Sandro
Salvati, the candidate on the minority slate. The new board thus is composed of the following
members: Carlo Barel di Sant’Albano, Tiberto Brandolini D’Adda, John Elkann,
Edoardo Ferrero Ventimiglia, Gianluigi Gabetti, Franzo Grande Stevens,
Antonio Maria Marocco, Giuseppe Recchi, Sandro Salvati, Claudio Saracco and
The stockholders’ meeting also elected, for the same years, the members and established the
compensation for the board of statutory auditors, which is composed of the following:
Eugenio Colucci (Chairman, candidate on the minority slate), Lionello Jona Celesia and
Paolo Piccatti. The alternative auditors elected are Francesco Facchini (candidate on the
minority list) and Ruggero Tabone.
The stockholders’ meeting also approved the stock option plan put forward in a motion by the
board of directors on March 28, 2008, as proposed by the Compensation and Nominating
Committee, pursuant to art. 114 bis of Legislative Decree 58/1998 (TUF). The grantees of the
Plan, which is for a period of more than 11 years, are the chief executive officer, Carlo Barel di
Sant’Albano, for 3,000,000 stock options corresponding to the same number of ordinary
shares, and employees of the IFIL Group (IFIL S.p.A. and the companies of the “Holdings
System”) who are or will be regarded as key people in the organization, on the basis of the
positions held and the activities performed, for a maximum of 12,000,000 stock options. The
stockholders’ meeting also approved the payment of a part of the variable compensation of
employees (MBO) with treasury stock pursuant to art. 114 bis of Legislative Decree 58/1998.
In the special session, the stockholders’ meeting also approved the renewal of the five-year
mandate, pursuant to articles 2443 and 2420 ter of the Italian Civil Code, to increase capital
stock, at one or more times, up to a maximum of € 1,500 million and to issue convertible
bonds, at one or more times, up to the same amount. Furthermore, the bylaws have been
amended with regard to the time for calling the meetings and the chairman of the stockholders’
meeting (articles 8 and 11) and the limit on the plurality of offices held by the statutory
auditors (article 21).
After the stockholders’ meeting, the newly elected IFIL board of directors met and appointed
John Elkann chairman, Gianluigi Gabetti honorary chairman, Tiberto Brandolini d’Adda vice
chairman and Carlo Barel di Sant’Albano chief executive officer. The members of the
Compensation and Nominating Committee were also appointed (John Elkann chairman,
Antonio Maria Marocco and Giuseppe Recchi) and the Audit Committee (Antonio Maria
Marocco chairman, Sandro Salvati and Claudio Saracco).
The board of directors also ascertained that the directors Antonio Maria Marocco,
Giuseppe Recchi, Sandro Salvati and Claudio Saracco possess the requisites for independence
required by enacted laws and the Self-Regulation Code of listed companies.
Finally, the board of directors also modified the Buyback Program announced on
February 18, 2007 to also include the purchase of treasury stock to service the compensation
plans, pursuant to art. 114 bis of Legislative Decree 58/1998 (TUF), approved today by the