AGM Information • Apr 24, 2015
AGM Information
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| Informazione Regolamentata n. 0931-6-2015 |
Data/Ora Ricezione 24 Aprile 2015 16:25:06 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | B&C SPEAKERS | |
| Identificativo Informazione Regolamentata |
: | 56975 | |
| Nome utilizzatore | : | BCSPEAKERSN01 - Pratesi | |
| Tipologia | : | IRAG 01 | |
| Data/Ora Ricezione | : | 24 Aprile 2015 16:25:06 | |
| Data/Ora Inizio Diffusione presunta |
: | 24 Aprile 2015 16:40:07 | |
| Oggetto | : | renewal | B&C Speakers 2014 financials and board |
Testo del comunicato
B&C Speakers financials approval,board renewal, new audit assignment, buy back authorization
Bagno a Ripoli (Florence, Italy), 24 Speakers S.p.A, one of the foremost international players in the design, manufacture, distribution and marketing of professional electro first call, chaired by Lorenzo Coppini, and the agenda: April 2015 – The annual general meeting electro-acoustic transducers, met today, on approved the following orders o of B&C acoustic of business on
The annual general meeting approved the financial statements at and for the year ended 31 December 2014, as drawn up by the Board of Directors on 13 March 2015, the main financial performance and position figures from which had already been disclosed to the market on the same date. In further detail, the 2014 financial statements closed with revenue the previous year, and a net e of 31,645 thousand euro, slightly down compared to profit of 4,452,083.97 euro.
As proposed by the Board, the general meeting resolved to 0.32 euro per ordinary share in issue, and thus excluding treasury shares held at the ex-dividend date; the ex-dividend date will b 2015, and the subsequent payment will be made on 6 May 2015. distribute dividend be 4 May 2015, the record date 5 May a dividend of e
The general meeting also reviewed the and for the year ended 31 December 2014 4.35 million euro. Group's consolidated financial statements at , which closed with a profit for the year of
The annual general meeting also voted in favour of section 1 of the Compensation Report prepared by the Board of Directors pursuant to Art. 123 Decree No. 58/1998 and the associated implementing provisions issued by Consob. 123-ter of Legislative
The annual general meeting appointed the Board of Directors for the years 2015 composed of 8 members: Gianni Luzi (in Alessandro Pancani, Francesco Spapperi, Roberta Pecci (independent), Gabriella Egidi (independent), Lorenzo Coppini, Simone Pratesi, 2015-2017, dependent),
(independent) and Patrizia Mantoan (independent) - elected from the majority list (also the only one presented) of candidates presented by Research&Development International S.r.l. representing 61.52% of the share capital.
The candidates Gianni Luzi, Roberta Pecci, Gabriella Egidi and Patrizia Mantoan stated that they satisfied the independence requirements of Article 148, paragraph 3, of Legislative Decree No. 58/1998, as well as the requirements for qualifying as independent pursuant to the Code of Corporate Governance for Listed Companies as adopted by the Company.
The curricula of the directors are available on the company's website www.b&cspeakers.com.
The annual general meeting appointed the Board of Auditors for the years 2015-2017, composed of: Sara Nuzzaci (Chairwoman), Giovanni Mongelli and Leonardo Tomassini (Regular Auditors), Antonella Rapi and Placida Di Ciommo (Alternate Auditors) All members of the Board – Regular Auditors Sara Nuzzaci, Giovanni Mongelli and Leonardo Tomassini, and Alternate Auditors Antonella Rapi and Placida Di Ciomom –
were elected from the majority list, also the only one presented by Research&Development International S.r.l. representing 61.52% of the share capital.
The curricula of the Regular Auditors and Alternate Auditors are available on the company's website www.b&cspeakers.com.
In view of the expiry of the current audit appointment held by Deloitte&Touche, pursuant to Article 12, paragraph 1 of Legislative Decree No. 39 of 27 January 2010, it was decided to assign the mandate for the period 2016-2024 to PricewaterhouseCoopers S.p.A.
The total annual compensation for the audit costs will be 48,200 euro; the appointment has been conferred taking into account the opinion of the Board of Auditors of the Issuer.
The general meeting also approved a new buy-back plan that authorizes the Board of Directors to undertake purchases and disposals, on one or more occasions, of a maximum number of ordinary shares representing no more than 10% of the Company's share capital (there are 166,090 ordinary shares in portfolio as at today's date) in accordance with the law.
The plan allows purchases to be made on regulated markets, according to the operating conditions established in the regulations governing the organization and management of the markets concerned, for prices of no less than 20% below and no more than 20% above the quoted price of the shares during the exchange session on the day prior to each individual transaction.
The request for authorization of the purchase and disposal of treasury shares is justified by business-related reasons and the imminent expiration of the previous authorization. In further detail, the buy-back plan is aimed at allowing the Company to purchase treasury shares to be used for the purposes of investment and stabilization of the stock's performance and liquidity on the equity market, as well as within the framework of transactions undertaken in the normal course of business or projects consistent with the strategic guidelines that the Company intends to pursue.
Following the new mandate conferred on the Board of Directors, the previous mandate granted by the annual general meeting on 18 April 2014 is to be considered voided for the part not yet used, effective from the date of the new authorising general-meeting mandate.
The authorization to purchase treasury shares is valid from the date of issuance of authorization by the general meeting until the date of approval of the financial statements at and for the year ended 31 December 2015.
The Board of Directors is also authorized to make disposition of the treasury shares purchased, without any time limits, as it sees fit, provided that (i) consideration for transfer of the right of ownership and all other real and/or personal rights is not 5% less than the market value of the right transferred on the day prior to each individual transfer and (ii) the acts of disposition undertaken, in the context of industrial projects or extraordinary finance transactions, in the form of exchanges, swaps, contributions or other arrangements that imply the transfer of the treasury shares, take place at the price or value deemed fair and consistent with the transaction, while also considering market performance.
The Financial Reporting Manager of B&C Speakers S.p.A., Francesco Spapperi, hereby certifies, pursuant to Art. 154-bis, paragraph 2 of Legislative Decree No. 58/1998, that the accounting disclosures relating to the figures at and for the year ended 31 December 2014, as presented in this press release, are consistent with company's accounting documents, books and records.
Simone Pratesi (Investor Relator), Tel: +39 055/6572 303 E-mail: [email protected]&C Speakers S.p.A.
B&C Speakers S.p.A. is an international leader in the design, production, distribution and commercialization of professional electro-acoustic transducers (the main components in acoustic speakers for music, commonly referred to as loudspeakers), supplied mainly to professional audio system manufacturers (OEM). Counting roughly 100 employees, with approximately 10% of staff assigned to its Research and Development Department, B&C Speakers carries out all design, production, commercialization and control activities
at its facility in Florence, Italy. Most of its products are developed according to its key customers' specifications. B&C Speakers also operates in the US and Brazil through two subsidiaries carrying out commercial activities.
B&C Speakers S.p.A. Simone Pratesi (Investor Relator), Tel: +39 055/6572 303 Email: [email protected] m
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