EXOR N.V. (“Exor” or the “Company”) announces that all the resolutions proposed by the Board of Directors to the Annual General Meeting of Shareholders (the “AGM”) held virtually today were approved.
The AGM adopted Exor’s 2020 annual accounts and expressed a positive advice with respect to the 2020 remuneration report. A dividend distribution of €0.43 per outstanding share has been approved, resulting in a maximum distribution of approximately €100 million. The dividends will become payable on 23 June 2021 (ex-dividend date 21 June 2021) and will be paid to the shares of record as of 22 June 2021 (record date).
Mr. Ajay Banga, the executive chairman of the board of directors of Mastercard, has been appointed as non-executive director for a term of two years. Mr. Banga’s CV is attached to this press release. Mr. António Horta-Osório will step down as of today from the Exor Board and as Chair of the Compensation and Nominating Committee and will join the PartnerRe Board.
Mr. Elkann said “I would like to thank António Horta-Osório for his valuable contribution to Exor's Board of Directors, and I am pleased that he will remain close to us by joining PartnerRe's Board of Directors. His experience will be of great value for our reinsurance company. I am also pleased that Ajay Banga has joined our Board of Directors. Ajay brings with him great knowledge and experience, and he will greatly enrich Exor's capabilities”.
The AGM also approved the authorization of the Board of Directors to repurchase the Company’s shares on the market for a maximum amount of €500,000,000. Under the authorization, the Company may purchase on the market, for 18 months from the date of the AGM, shares for a maximum number such as not to exceed the limit set by Dutch law and by the Company’s Articles of Association. The repurchase price per share will be between the nominal value of the shares and an amount of 110% of the recorded reference price on the day before each transaction.
The AGM also approved the possibility for the Board of Directors to cancel any ordinary shares held, or to be held, as treasury stock, in order to optimise the capital structure of the Company and to create more flexibility to manage its capital.
Furthermore, the current authorization allowing the Board of Directors to issue ordinary shares and special voting shares A was renewed for a term of five years, also limiting or excluding pre-emptive rights or granting rights to subscribe for the ordinary shares.
Finally, the other approved agenda items include the appointment of Ernst & Young Accountants LLP for the financial year 2021 and the release from liability of the directors.
The voting results will be available on Exor’s website (www.exor.com) in the next few days.