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Fila — AGM Information 2017
Apr 27, 2017
4343_agm-r_2017-04-27_2dc3d895-6e42-474b-b37b-df962a8eedbc.pdf
AGM Information
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| Informazione Regolamentata n. 1565-20-2017 |
Data/Ora Ricezione 27 Aprile 2017 14:35:29 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | FILA | |
| Identificativo Informazione Regolamentata |
: | 88515 | |
| Nome utilizzatore | : | FILASPANSS01 - De Rosa | |
| Tipologia | : | AVVI 16 | |
| Data/Ora Ricezione | : | 27 Aprile 2017 14:35:29 | |
| Data/Ora Inizio Diffusione presunta |
: | 27 Aprile 2017 14:50:30 | |
| Oggetto | : | FILA S.p.A. Shareholders' Meeting FY2016 and Stock Grant Plan |
|
| Testo del comunicato |
Vedi allegato.
PRESS RELEASE
FILA: SHAREHOLDERS' MEETING APPROVES 2016 ANNUAL ACCOUNTS AND THE STOCK GRANT PLANS
- 2016 Separate Financial Statements approved
- Core Business Revenue of Euro 422.6 million
- Net Profit of Euro 21.97 million
- Net Debt of Euro 223.4 million
- Distribution of a dividend to shareholders totalling Euro 3,710,907 approved - therefore Euro 0.09 for each of the 41,232,296 ordinary shares currently in circulation, with payment on May 24, 2017, coupon date of May 22, 2017 and record date of May 23, 2017
- Favourable vote on First Section of the Remuneration Report pursuant to Article 123 of CFA
- Extraordinary one-off bonus and 2017-2019 performance shares plan in favour of Group executives and employees approved
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Pero, April 27, 2017 - The Shareholders' Meeting of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. (F.I.L.A. or the Company), listed on the STAR segment of the Italian Stock Exchange, met today in single call under the chairmanship of Mr. Gianni Mion.
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2016 Annual Accounts
The Shareholders' Meeting reviewed and approved the 2016 statutory financial statements of F.I.L.A., which report a net profit of Euro 11.4 million.
The Meeting also reviewed the 2016 Consolidated Financial Statements, which report Core Business Revenue of Euro 422.6 million, a Net Profit of Euro 21.97 million and a Net Debt of Euro 223.4 million.
Dividend
The Shareholders' Meeting also approved:
- the allocation of Euro 7,715,378.42 from the "Net Profit" of Euro 11,426,285.42 to "Retained Earnings";
- to distribute the residual "Net Profit" of Euro 3,710,907 as dividend and, therefore, to distribute a dividend of Euro 0.09 for each of the 41,232,296 ordinary shares currently in circulation, while it should be noted that in the case where the total number of shares of the Company currently in circulation by May 22, 2017 should increase, the total amount of dividend will remain unchanged and the unitary amount will be automatically adjusted to the new number of shares.
The dividend will be paid with coupon, record and payment date, respectively of May 22, 23 and 24, 2017.
Remuneration Report pursuant to Article 123 ter of Legs. Decree No. 58/1998
The Shareholders' Meeting approved the First Section of the Remuneration Report in accordance with Article 123-ter of the Consolidated Finance Act and Article 84-quater of the Consob Issuers' Regulation.
The report is also available on the company's website www.fila.it.
Supplementation of the Board of Statutory Auditors
Following the resignation of Ms. Rosalba Casiraghi from the position of statutory auditor of FILA, becoming effective today, the Shareholders' Meeting, on the proposal of the majority shareholder Pencil S.p.A., approved the appointment of Mr. Pietro Villa as a statutory auditor in supplementation of the Board of Statutory Auditors.
Mr. Villa will remain in office until the conclusion of mandate of the other members of the Board of Statutory Auditors and, therefore, until the Shareholders' Meeting to be called to approve the 2017 Annual Accounts.
Stock Grant plans
The Shareholders' Meeting also approved:
- an extraordinary bonus for executives and managers of the company as per Article 114-bis of the Consolidated Finance Act (the Extraordinary Bonus), to be issued through the free one-off assignment of newly issued FILA ordinary shares from the free share capital increase for Euro 90,314.00 to be entirely allocated to the share capital through the issue of 100,181 ordinary shares, without nominal value and with normal rights, in service of the Extraordinary Bonus as per Article 2349, paragraph 1 of the Civil Code, also approved by today's Shareholders' Meeting in extraordinary session; and
- a 2017-2019 stock grant plan called the "2017-2019 Performance Shares Plan" reserved for executives and managers of the company in accordance with Article 114-bis of the Consolidated Finance Act (the Plan), to be issued through the free assignment of newly issued FILA ordinary shares from the free share capital increase in accordance with Article 2349, paragraph 1 of the Civil Code, which the Shareholders' Meeting, in extraordinary session, delegated to the Board of Directors in accordance with Article 2443 of the Civil Code. The delegated increase provides, for a period of five years from the approval date, the faculty to increase the share capital, freely and divisibly, also in a number of tranches, as per Article 2349 of the Civil Code, for a maximum Euro 86,000.00 to be entirely allocated to the share capital, through the issue of a maximum 94,765 shares, to be assigned to the beneficiaries of the Plan.
The proposals to approve the Extraordinary Bonus and the Plan were preceded by the introduction, to Article 5 of the By-Laws, of the faculty to allocate profits and/or retained earnings to employees through the issue of shares reserved for them pursuant to Article 2349, paragraph 1 of the Civil Code.
The Extraordinary Bonus and Plan disclosure document, prepared as per Article 84-bis of the Consob Issuers' Regulation and Attachment 3A of the same Regulation, were made available to the public in accordance with law and may be consulted on the website www.fila.it.
Filing of documentation
The minutes of the Shareholders' Meeting and a summary of the voting will be made available in accordance with the provisions required by law at the company's registered office, Borsa Italiana and on the company's website www.fila.it.
* * *
The Executive Officer for Financial Reporting Stefano De Rosa declares, in accordance with Article 154-bis, paragraph 2, of the Consolidated Finance Act, that the accounting information contained in the present press release corresponds to the underlying accounting documents, records and accounting entries.
The present press release is also available on the company's website at www.fila.it.
* * *
F.I.L.A. (Fabbrica Italiana Lapis ed Affini), founded in Florence in 1920 and managed since 1956 by the Candela family, is a highly consolidated, dynamic and innovative Italian industrial enterprise and continues to grow market share.
In November 2015, F.I.L.A. listed on the STAR segment of the Milan Stock Exchange. The company, with revenue of over Euro 422 million in 2016, has grown significantly over the last twenty years and has achieved a series of strategic acquisitions, including the Italian Adica Pongo, the US Dixon Ticonderoga, the German LYRA, the Mexican Lapiceria Mexicana, the Brazilian Lycin, the English Daler-Rowney Lukas and the French Canson. F.I.L.A. is an icon of Italian creativity globally through its colouring, drawing, modelling, writing and painting tools, thanks to brands such as Giotto, Tratto, Das, Didò, Pongo, Lyra, Doms, Maimeri, Daler-Rowney and Canson.
Since its foundation, F.I.L.A. has chosen to focus on growth through continuous innovation, both in technological and product terms, in order to enable individuals to express their ideas and talent through tools of exceptional quality. In addition, F.I.L.A. and the Group companies work together with the Institutions to support educational and cultural projects which promote creativity and expression among individuals and make culture accessible to all.
F.I.L.A. operates through 21 production facilities (of which 2 in Italy) and 39 subsidiaries across the globe and employs approx. 7,000.
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For further information
F.I.L.A. Investor Relations
Stefano De Rosa Investor Relations Officer Francesca Cocco Investor Relations [email protected] (+39) 02 38105206
For financial communication:
Community Strategic Communications Advisers Tel. (+39) 02 89404231 [email protected]
F.I.L.A Press Office
Cantiere di Comunicazione Eleonora Galli: (+39) 02 87383180 -186 – mob: (+39) 331 9511099 [email protected] Antonella Laudadio: (+39) 02 87383180 -189 [email protected]