Fope — AGM Information 2019

Apr 17, 2019

THE SHAREHOLDERS' MEETING APPROVES THE FINANCIAL STATEMENTS FOR 2018 AND THE DISTRIBUTION OF A DIVIDEND OF EURO 0.35 PER SHARE

Approval of Financial Statements at December 31st 2018

Distribution of a dividend of Euro 0.35 per share

Appointment of the Board of Directors

Vicenza, 17 April 2019

Today, the Shareholders' Meeting of FOPE (FPE:IM), a leading Italian fine jewellery company listed on AIM Italia, was held and chaired by Mr. Umberto Cazzola.

Separate Financial Statements at December 31st 2018 – Approval and allocation of net profit

The Shareholders' Meeting approved the Financial Statements at December 31st 2018, and resolved to allocate net profit for the year of Euro 3,276,704 as follows:

• Euro 163,835 to the legal reserve;
• Euro 1,362,799 to the extraordinary reserve;
• Euro 1,750,070 to be distributed as a gross dividend of Euro 0.35 per share to the 5,000,200 ordinary shares outstanding.

The dividend to be paid starting from April 25th 2019 – ex dividend date (no. 2): April 23rd 2019, record date: April 24th 2019.

Consolidated highlights at December 31st 2018

Net revenues totalled Euro 31.26 million, up 11.5% from Euro 28.03 million in 2017, largely because of the company's international performance, especially in Europe (+11%, led by Germany and UK) and the US (+24%).

EBITDA amounted to Euro 6.10 million, up 56.4% from Euro 3.90 million in 2017, resulting in a 19.5% EBITDA margin (13.9% in 2017). EBIT, totalled Euro 4.96 million, compared to Euro 3.08 million in 2017.

Earnings Before Taxes for the year amounted to Euro 4.74 million, rising steadily from Euro 3.17 million in 2017.

Net Profit for the Year totalled Euro 3.35 million, up from Euro 2.33 million in 2017, net of Euro 1.40 million in taxes.

The Net Position Debt/(cash) amounted to Euro 0.11 million (Euro 1.17 million at December 31st 2017); the positive improvement was attributable to the increased profitability as well as the careful management of working capital and, specifically, of accounts receivable.

Equity stood at Euro 15.98 million, compared to Euro 11.92 million at December 31st 2017. As at the end of 2018, Equity reflected the capital increase resulting from the exercise of n. 2,525,000 outstanding warrants and the subscription of n. 252,500 new common shares, totalling Euro 886,275. During the year FOPE paid out Euro 593,463 in dividends for 2017, while the remainder of the profit for that year was allocated to reserves.

In accordance with the Italian accounting standard OIC32, Equity includes the Reserve for Hedges of Planned Transactions; in 2018, this reserve added Euro 294,535 to Equity, whereas in 2017 it had a negative Euro 131,000 impact. The Hedges the Company put in place are intended to stabilise the price of gold as well as exchange rates.

Appointment of the Board of Directors

The Board of Directors has ended its term of office with the approval of the Financial Statements at December 31st 2018.

The Shareholders' Meeting resolved to appoint a new Board of Directors for the years 2019-2021 consisting of 6 members, in partial discrepancy with the provisions of the report on the items on the agenda published on April 2 nd 2019. The following directors were appointed: Umberto Cazzola, Chairman; Ines Cazzola, Diego Nardin, Flavio Albanese, Davide Molteni (Independent Director) from the sole list presented, in addition to Elisa Teatini designated by the shareholders in the meeting. The Board of Directors will remain in office until the shareholders' meeting convened to approve the Financial Statements at December 31st 2021.

The Shareholders' Meeting also decided the total annual fee to be paid to the Board.

The Meeting Minutes and the Summary Report on voting will be available to the public as required by applicable laws.

The press release is available on the websites www.fopegroup.com and

FOPE (FPE:IM) is a historic Italian jewellery company established in Vicenza in 1929 and a leader in the fine jewellery market. With Euro 28 million in revenues in 2017, 37 employees, and a strong international presence (it generates 82% of its revenues abroad), FOPE pursues a strategic growth project based on expanding and consolidating the brand in the international luxury market by leveraging 4 competitive advantages: product quality, perfect combination of Made-in-Italy craftsmanship and technology, recognisable design, and long-standing customer relationships. FOPE operates globally through a well-established and select network of over 600 stores in 50 countries (with a direct presence in the US, Arab, and UK markets through the subsidiaries FOPE USA Inc., FOPE Services DMCC, and FOPE Jewellery Limited, respectively). The business model focuses on maintaining direct business relationships with multi-brand jewellery retailers (either independent or part of groups) that specialise in luxury products such as fine jewellery and watches. FOPE does not work with intermediaries: instead, it enters into direct partnerships that ensure the loyalty and reliability of the customer/retailer as well as an outstanding after-sale service. In 2015, the Company opened its first mono-brand store in Venice's Piazza San Marco. The entire production cycle - from prototyping to the shipping of finished jewels to over 50 countries - takes place inside the headquarters in Vicenza. FOPE's investments in R&D have led to an extremely high level of standardisation and automation, with proprietary technology that allows to optimise processes and times in order to deliver products of world-class quality. FOPE's jewels range from timeless classics featuring the iconic Novecento mesh to the more recent Flex'it lines, which include the original bracelets made flexible thanks to a patented system of tiny gold springs embedded in the mesh. These exquisitely elegant collections stand out for their comfort and portability. FOPE is recognised as an Innovative SME, has obtained the voluntary TF (Traceability & Fashion) certification, and is a certified member of the Responsible Jewellery Council.

ISIN of FOPE common shares: IT0005203424 – ISIN of "Warrant FOPE 2016-2019": IT0005203432 – ISIN of "FOPE POC 4.5% 2016-2021": IT0005203671

Contacts

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