EUROTECH: RESOLUTIONS PASSED BY ORDINARY SHAREHOLDERS? MEETING ON 24 APRIL 2014
April 24 2014 - 10:03AM
Italian Regulatory (Text)
EUROTECH: RESOLUTIONS PASSED BY ORDINARY SHAREHOLDERS' MEETING
ON 24 APRIL 2014
Amaro (Italy), 24 April 2014 · Statutory Financial Statements for
the year ended on 31 December 2013 approved and 2013 Consolidated
Financial Statements presented to shareholders · First Section of
the Report on Remuneration approved, pursuant to Article 123-ter of
Italian Legislative Decree 58/1998 · Company officers renewed.
Roberto Siagri confirmed as Chairman · Assignment of the mandate to
the Independent Auditors · Purchase and use of own shares
authorized
Approval of Statutory Financial Statements for the year ended on 31
December 2012 and presentation of 2012 Consolidated Financial
Statements The Ordinary Shareholders' Meeting of Eurotech SpA,
which met today on sole call in Amaro under the chairmanship of
Roberto Siagri, approved Statutory Financial Statements for the
year ended on 31 December 2013, confirming the data of the Draft
Financial Statements approved by the Board of Directors on 14 March
2014, and also presented 2013 Consolidated Financial Statements to
shareholders. Eurotech Group. In FY2013 consolidated net revenues
totaled 66.11 million (mn) (78.74 mn in FY2012) and EBIT amounted
to -11.93mn (-3.89 mn in FY2012), with a net profit of 8.24mn
(-2.78 mn in FY2012) Eurotech S.p.A.. The parent company ended 2013
with a net profit of 19.97 mn (-0.42 mn in FY2012).
Approval of the First Section of the Report on Remuneration he
Shareholders' Meeting approved, with non-binding vote, the First
Section of the Report on Remuneration prepared in accordance with
Articles 123-ter of Italian Legislative Decree 58/1998 and
84-quater of Consob Regulation n. 11971/1999, and in accordance
with Annex 3A Schemes 7-bis and 7-ter of the same Regulation.
Appointment of the Board of Directors and the Board of Statutory
Auditors
EUROTECH spa Via F. Solari, 3/A 33020 Amaro (UD) - ITALY Tel. +39
0433 485411 Â Fax. +39 0433 485455 ir@eurotech.com
www.eurotech.com
The Shareholders' Meeting appointed the Board of Directors, who
will be in office for the following three years, namely until
approval of the financial statements as at December 31st, 2016. The
Board of Directors drawn from the list submitted by the shareholder
Roberto Siagri also on behalf of the shareholder Finmeccanica
S.p.A. is composed of: Roberto Siagri, Giampietro Tecchiolli,
Giuseppe Panizzardi, Dino Paladin, Sandro Barazza, Giulio
Antonello, Chiara Mio, Paola Bonomo and Riccardo Costacurta.
Roberto Siagri was confirmed as Chairman of the Board of Directors.
Directors Giulio Antonello, Paola Bonomo, Riccardo Costacurta and
Chiara Mio certified that they meet the requirements of
independence established in article 148, paragraph 3 of the TUF
(applicable pursuant to paragraph 4, article 147-ter of the TUF),
in the Code of Conduct adopted by Borsa Italiana SpA, as well as
the other applicable legislation in force. The Directors' curricula
vitae are available on the company's website www.eurotech.com
section Investors / Corporate Governance. The percentage of shares
owned by Directors is as follows: Roberto Siagri owns 6.53% of the
share capital; Giampietro Tecchiolli owns 0.53% of the capital;
Dino Paladin owns 5.24% of the capital share; Sandro Barazza owns
0.006% of the capital share. The Shareholders' Meeting also voted
on the appointment of the Board of statutory Auditors, who will be
in office for the following three years, namely until approval of
the financial statements at December 31, 2016. Claudio Siciliotti,
Michela Cignolini and Giuseppe Pingaro were appointed as Statutory
Auditors. Gianfranco Favaro and Laura Briganti were appointed as
Deputy Auditors. All members were drawn from the list submitted by
the shareholder Roberto Siagri also on behalf of the shareholder
Finmeccanica S.p.A.. Claudio Siciliotti was confirmed as Chairman
of the Board of Statutory Auditors. The auditors' curricula vitae
are available on the company's website www.eurotech.com section
Investors / Corporate Governance
Assignment of the mandate to the Independent Auditors The
Shareholders' Meeting taking up the detailed proposal presented by
the Board of Statutory Auditors, assigned the engagement for the
external statutory audit of the accounts for the financial years
2014-2022 to the independent auditors PricewaterhouseCoopers
S.p.A.
Authorization to purchase of own shares The Shareholders' Meeting
has also decided to authorize purchase and use of the Company's own
shares, pursuant to Articles 2357 and 2357-ter of Code of C and to
Article 132 of Italian Legislative Decree 58/1998 and its
implementing provisions.
The authorization to purchase and use of own shares aims to enable
the Board of Directors possibly to use treasury shares, in
compliance with current regulations, for the purposes contemplated
by market practice concerning share buyback to create a so-called
"securities inventory", as allowed by the CONSOB (Italian
securities & exchange commission), pursuant to Article 180,
paragraph 1, letter c), of Italian Legislative Decree 58/1998, with
its resolution no. 16839 of 19 March 2009 and thus (i) for the
purposes of possible use of the shares as payment in extraordinary
operations, also involving equity swaps with other parties as part
of deals in the Company's interest, or (ii) for the purposes of
using any such treasury shares to service programs for
distribution, with or without consideration, of stock options or
shares to directors, employees and outside staff of the Company, or
of the latter's subsidiaries, as well as for bonus stock grant
programs for shareholders. Authorization has been given for the
purchase, also in several tranches, of Eurotech ordinary shares
without par value expressed up to a maximum number, considering
also the Eurotech ordinary shares owned from time to time by the
Company and by its controlled companies, not exceeding, in total,
the maximum limit established by the regulations applicable at any
given time and for a period of 18 (eighteen) months, as from the
date of the Ordinary General Shareholders' Meeting resolution.
Authorization for use of treasury shares has been given without any
time limits. The resolution provides that own-share buybacks be
performed observing the operating conditions established for the
market practice mentioned above, meaning that the limits and
restrictions referred to in such practice are also applicable, in
particular those concerning the price of purchase proposals and
volume of trades. In addition, The Shareholders' Meeting has
decided, in any case, the minimum unit amount be not more than 15%
lower and the maximum amount not more than 15% higher than the
official price recorded for Eurotech stock on the market trading
day preceding each single purchase transaction or, if purchases are
made by means of a public tender or exchange offer, that they take
place at an amount with a minimum not more than 15% lower and a
maximum not more than 15% higher than the official price recorded
for Eurotech stock on the market trading day preceding announcement
to the public. It is further specified that, at present, the
Company owns 1,319,020 treasury shares, accounting for 3.7139% of
share capital, whereas Eurotech's subsidiaries do not own Company
shares.
Pursuant to Article 154-bis, paragraph 2, of the Italian
Consolidated Finance Act, the financial reporting manager, Sandro
Barazza, hereby declares that the financial disclosure contained in
this press release corresponds to the company's documentary
evidence, corporate books, and accounting records.
THE EUROTECH GROUP Eurotech (ETH:IM) is a global company that
integrates hardware, software and expertise to provide embedded
computing platforms and sub-systems to OEMs, system integrators and
leading corporate customers to enable them to effectively and
efficiently deploy their products and services. Drawing on the
concept of minimalist computing, Eurotech lowers power draw,
minimises physical size and reduces coding complexity to bring
sensors, embedded platforms, subsystems, ready-to-use devices and
high-performance computers to market, specialising in the defence,
transport, logistics, industrial and medical segments. By combining
specific expertise in wireless connectivity as well as
communications protocols, Eurotech architects integrated solutions
that simplify data capture, processing and transfer over global
communications networks. Our customers rely on us to simplify their
access to cutting-edge embedded technologies so they can focus on
their core competencies. For more information on Eurotech, visit
our website at www.eurotech.com.
Company contacts: Investor relations Andrea Barbaro Tel: +39 0433
485411 e-mail: andrea.barbaro@eurotech.com Corporate Press Office
Cristiana della Zonca Tel: +39 0433 485411 e-mail:
cristiana.dellazonca@eurotech.com
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