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Biesse

AGM Information Apr 26, 2023

4501_10-k_2023-04-26_16fae0be-8cfa-4fa4-b546-d0aa8371e19a.pdf

AGM Information

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Ordinary and Extraordinary Shareholders' Meeting

Pesaro, 26th April 2023

The Ordinary and Extraordinary Shareholders' Meeting of Biesse:

  • has approved the Financial Statements (Biesse S.p.A. parent company) for the year ended December 31, 2022, closed with a net profit of 19.842.879,18 euros;
  • has examined the Group's Consolidated Financial Statements and the Sustainability Report;
  • has approved the allocation of net income for 2022 distribution of a total gross dividend of 0.33 euros per share, the entire amount of which from net income for the year;
  • has resolved in favor of the Second Section of the Company's policy on the remuneration and on report on the remuneration paid for any reason and in any form according to art. 123-ter, comma 6, D. Lgs. 58/1998.

The Ordinary and Extraordinary Shareholders' Meeting of Biesse, a Mid Cap company listed on the Euronext STAR Milan segment, was held today in first convocation.

Representing 73.72% (82.60% voting rights) of the share capital, the Shareholders' Meeting dealt with all the items on the agenda for the Ordinary Assembly contained in the notice of call and passed the relevant resolutions.

Approved the Financial Statements of the parent company Biesse S.p.A. at 31 December 2022.

  • Net revenues €573.5 million (+10.8% compared to 2021);
  • EBITDA €37.4 million (+7.5% compared to 2021) margin 6.5% (7% in 2021);
  • EBIT after non-recurring events €14 million (-€1.5 million in 2021);

• Net Result (profit) €19.8 million (€2.1 million in 2021) incidence 3.5%.

The Consolidated Financial Statements of the Group at 31 December 2022 were presented and examined.

  • Consolidated net revenues of 822.4 million euros (+10.8% compared to 2021 and +28.2% compared to 2021);
  • EBITDA of 90.6 million euros (+13.7% compared to 2021), 11% of revenues (10.7% in 2021);
  • EBIT, after non-recurring events, of 50.7 million euros (45.7 million euros in 2021) 6.2% of revenues (6.2% in 2021);
  • Net profit of 30.3 million euros (34.2 million euros in 2021), 3.7% of revenues - EPS (net profit per share) 1.11 euros.

Net Financial Position

As of December 31, 2022, the Group's Net Financial Position was positive (cash positive) at €116.6 million, with a decrease of €8.0 million compared to the same period in 2021 net of any extraordinary items.

Allocation of net profit

The Ordinary Shareholders' Meeting approved the payment to the entitled shareholders of a total gross dividend of EUR 0.33 per share. The dividend is to be paid entirely from the profit for the year shown in the financial statements of the parent company Biesse S.p.A. The total disbursement related to the dividend will therefore be EUR 9.042.855,69. The remaining part of the net profit for the year, equal to € 10.800.023,49, will be allocated to Extraordinary reserves.

The payment of the total dividend of EUR 0.33 will have coupon no. 17, detachment date May 8, 2023, record date May 9, 2023, value date May 10, 2023.

Policy on the remuneration

The Ordinary Shareholders' Meeting resolved in favor of the Second Section of the Company's policy on the remuneration and on report on the remuneration paid for any reason and in any form for the financial year ended 31 December 2022.

The Group's Sustainability Report for the year 2022 was presented and examined by the Shareholders' Meeting.

In the extraordinary session, Shareholders' Meeting dealt with all the items on the agenda contained in the notice of call for the extraordinary session and passed the relevant resolutions:

  • amendment of Article 2 of the Articles of Association regarding the corporate purpose;
  • amendment of Article 11 of the Articles of Association relating to the company's ability to make use of the Appointed Representative referred to in Article 135 undecies of Legislative Decree 58/1998;
  • introduction of Articles 15-bis in the Articles of Association, concerning the arrangements for the remote holding of Shareholders' Meetings;
  • amendments to Articles 16 and 19-bis of the Articles of Association and introduction of Article 16-bis, concerning the arrangements for the remote holding of meeting of the Board of Directors and Board of Statutory Auditors.

All reports relating to items on the agenda of the Ordinary General Meeting of Biesse Shareholders have been deposited within the prescribed time limits and made available at the same time on the company website www.biessegroup.com investor relations area and on the website used for storage .

The manager responsible for preparing the company's financial reports, Pierre La Tour, declares, pursuant to paragraph 2 of Article

154 bis of the D. Lgs. 58/1998, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Biesse Group is multinational leader in technology for processing wood, glass, stone, metal, plastic and composited materials. It designs, manufactures and distributes machines, integrated systems and software for manufacturers of furniture, door/window frames and components for the constructions, ship-building and aerospace industries. The Group realizes around 85% of the total turnover outside Italy, in more than 160 countries, using 13 premises and with a direct presence in the main world markets. Its customers include some of the most prestigious names in Italian and international design. Founded in Pesaro in 1969 by Giancarlo Selci, Biesse has been listed in the STAR segment of the Italian Stock Exchange since June 2001. It actually has more than 4,330 employees distributed all over the world.

Pierre La Tour Group CFO and IR T: +39 0721439439 | +39 335 7491381 www.biessegroup.com - sezione Investor Relations [email protected]

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