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Elica
AGM Information • Apr 24, 2024
4217_rns_2024-04-24_6e4e28a2-2547-4dc5-9b92-a4bd703f34ef.pdf
AGM Information
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IR Elica S.p.A.:
Francesca Cocco Lerxi ConsulEng – Investor RelaEons T +39 (0)732 610 4205 E-mail: [email protected]
Elica S.p.A.:
Michela Popazzi Corporate & Internal CommunicaEon Specialist Mob: +39 345 6130420 E-mail: [email protected]
Press Office: Havas PR
ValenEna Burlando M +39 335.6182360 [email protected] Giulia Bertelli M +39 340.1453906 [email protected]
SHAREHOLDERS' MEETING OF ELICA S.p.A.
- 2023 Separate Financial Statements approved;
- Distribu9on of a unitary dividend of Euro 0.05 per share approved;
- Remunera9on Policy and Report approved;
- Members of the Board of Directors appointed;
- Members of the Board of Statutory Auditors appointed;
- Purchase and disposal of treasury shares authorised.
Fabriano, April 24, 2024 – The Shareholders' Mee/ng of Elica S.p.A. has met in ordinary session and approved the following ma>ers on the Agenda:
Financial statements for the year ended December 31, 2023 of Elica S.p.A.; Directors' Report; Board of Statutory Auditors' Report; Non-Financial Report; Independent Auditors' Report. The Shareholders' MeeHng also noted the consolidated results for 2023.
2023 consolidated financial highlights
Revenue: Euro 473.2 million, -13.7% (reported) and -12.8% (organic) vs. 2022; Adjusted EBITDA: Euro 48.1 million Euro, lower than the Euro 56.6 million in 2022, but substan/ally in line
with the previous year in terms of margin on revenue (10.2% in 2023, compared to 10.3% in 2022);
Adjusted EBIT: Euro 24.3 million, decreasing on the previous year (Euro 33.0 million in 2022), with a margin on revenue of 5.1%, slightly lower than the previous year (6.0% in 2022);
Adjusted Net Profit: Euro 13.4 million (Euro 22.5 million in 2022);
Adjusted Group Net Profit: Euro 11.9 million, down 43.3% on Euro 21.0 million in 2022 (Euro 15.9 million in 2021). The Minori/es profit was Euro 1.5 million;
Adjusted Net Financial Posi/on: Euro -41.3 million (excluding IFRS 16 effect for Euro -12.2 million), compared to Euro -29.9 million at December 31, 2022.
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN
AllocaHon of the result for the year
The Shareholders' Mee/ng also approved the distribu/on of a dividend of a unitary amount of Euro 0.05 for each of the 63,322,800 ordinary shares outstanding, net of the treasury shares held at the coupon date and gross of statutory withholdings.
The dividend will be paid on July 3, 2024, with July 1, 2024 as the date of coupon No. (11) and July 2, 2024 as the record date.
RemuneraHon Policy and Report
The Shareholders' Mee/ng of Elica S.p.A., no/ng the content of this report, (i) approved the remunera/on policy for the year 2024 presented in Sec/on I, in accordance with Ar/cle 123-ter, paragraph 3-bis of Legisla/ve Decree No. 58/1998 and (ii) expressed a favourable opinion on the remunera/on paid in 2023 as indicated in Sec/on II, in accordance with Ar/cle 123-ter, paragraph 6 of Legisla/ve Decree No. 58/1998. The report was filed on March 28, 2024 and is available to the public on the company website (Shareholders' Mee/ng sec/on), and on the authorised storage mechanism at .
Appointment of the Board of Directors and the Chairperson
The Elica Shareholders' Mee/ng also appointed the Board of Directors, having established its number of members at seven; the newly appointed Board of Directors will remain in office for the years 2024, 2025 and 2026, un/l the Shareholders' Mee/ng called for the approval of the 2026 financial statements.
The Directors elected - drawn from slate no. 1, proposed by the majority shareholder FAN S.r.l., owner of 52.81% of the share capital that obtained 99% of the votes of the share capital represented - are: Francesco Casoli, who assumed the posi/on of Chairman; Angelo Catapano; Giulio Cocci; Susanna Zucchelli, Elio Cosimo Catania; Cris/na Casoli; and Alice Acciarri.
Of the candidates, Angelo Catapano, Susanna Zucchelli and Alice Acciarri declared that they meet the independence requirements under the Consolidated Finance Act and the Corporate Governance Code. Elio Cosimo Catania declared to meet the independence requirements under the Consolidated Finance Act and the Corporate Governance Code, no/ng that he exceeded the /me limits under paragraph (e) of Recommenda/on No. 7 of the Code.
At today's date, as far as the Company is aware, none of the Directors hold shares in the Company, with the excep/on of the Chairperson Francesco Casoli, who holds directly 160,000 shares and indirectly 33,440,445 shares, and Director Cris/na Casoli, who directly holds 40,000 Elica S.p.A. shares.
Appointment of the Board of Statutory Auditors
The Shareholders' Mee/ng of Elica also proceeded to appoint three members of the Board of Statutory Auditors and two alternate auditors, who will remain in office for the years 2024, 2025 and 2026, un/l the Shareholders' Mee/ng called for the approval of the 2026 financial statements.
The newly elected Board of Statutory Auditors - drawn from slate no. 1, proposed by the majority shareholder FAN S.r.l., owner of 52.81% of the share capital that obtained 100% of the votes of the share
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN
capital represented - are: Giovanni Frezzoh, who assumes the role of Chairperson; Simona Romagnoli, Statutory Auditor; Paolo Massinissa Magini, Statutory Auditor; Leandro Tiran/, Alternate Auditor; Monica Nicolini, Alternate Auditor.
At today's date, as far as the company is aware, none of the statutory auditors holds shares in the company.
The curriculum vitae of the members of the Board of Directors and of the Board of Statutory Auditors are available on the Company's website, in the Shareholders' Mee/ng / Elica Corporate sec/on.
AuthorisaHon of the purchase and uHlisaHon of treasury shares, following revocaHon of the previous authorisaHon for the porHon not executed.
The Shareholders' Mee/ng also approved the authorisa/on, subject to revoca/on of the authorisa/on previously granted, to purchase and dispose of treasury shares, pursuant to Ar/cle 2357 and 2357-ter of the Civil Code, in order to provide the Company with an important instrument of strategic and opera/ve flexibility.
Today's authorisa/on concerns the purchase of ordinary company shares up to a maximum of
20% of the share capital, therefore 12,664,560 ordinary shares and runs for a period of 18 months from the date of the Shareholders' Mee/ng resolu/on, while the authorisa/on to u/lise such shares is without /me limit. The Board of Directors proposes that the purchase price per ordinary share shall be fixed as: (a) not below a minimum of 95% of the official price recorded of the share in the trading session before each transac/on (b) not above a maximum (i) Euro 7 and (ii) 105% of the official price of the share in the trading session before each transac/on. It is expected that the purchases will be carried out at price condi/ons in line with that established by Ar/cle 3 Delegated Regula/on 2016/1052 in enactment of Regula/on (EC) 596/2014 and in any case in compliance with the applicable regula/ons and condi/ons and the limits fixed by Consob in rela/on to accepted industry guidelines, where applicable. The Board of Directors (or delegated par/es thereof) in concluding the individual treasury share buy-back opera/ons must comply with the opera/onal condi/ons established by the market concerning the purchase of treasury shares of Consob, in addi/on to the applicable legal and regulatory provisions, including the Regula/ons as per Regula/on 596/2014, Delegated Regula/on 2016/1052 and the EU and na/onal execu/ng regula/ons, and in par/cular in compliance with Ar/cle 132 of the CFA, Ar/cle 144-bis, paragraph 1, le>er b) of the Issuers' Regula/on or as per the rela/ve applicable regula/on, in order to ensure equal treatment among shareholders. For further details, reference should be made to the relevant Board of Directors' Report, available at h>ps://corporate.elica.com/en/governance/shareholdersmee/ng.
As of today, the Company holds 1,371,719 treasury shares.
It is recalled that the summary vo/ng statement, referring to today's Shareholders' Mee/ng, will be made available on the website pursuant to Ar/cle 125-quater, CFA.
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN
Statement pursuant to ArHcle 154-bis, paragraph 2, CFA
The Corporate Financial Repor/ng Officer Mr. Emilio Silvi declares, pursuant to Ar/cle 154-bis, second paragraph of Legisla/ve Decree No. 58/98, that this press release corresponds to the underlying accoun/ng documents, records and accoun/ng entries.
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Elica is an Italian company that sits at the forefront of the design and produc6on of home appliances for cooking. It boasts over 50 years of history and global leadership in kitchen extractor systems. It is the European benchmark in electric motors for home appliances and boilers. It employs around 2,600 staff between its headquarters in Fabriano and seven facili6es in Italy, Poland, Mexico and China. These are the figures that tell the story of Elica, which is constantly guided by Chairperson Francesco Casoli. The company's results are inspired by values that have always guided every one of its projects, products, and ac6vi6es: design that combines aesthe6cs and performance for an extraordinary cooking experience, art as a model for crea6ve processes and working methods, and innova6on for technology that brings out the very best in product func6onality.
Elica S.p.A. Via Ermanno Casoli, 2 60044 Fabriano (AN) - Italy
Tel. +39 0732 6101 Fax +39 0732 610249 CerEfied e-mail [email protected] SDI Code - Y1NM1XC
COMPANIES REGISTER NO. AND TAX CODE AN 00096570429 SHARE CAPITAL EURO 12,644,560 FULLY PAID-IN