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Moncler

AGM Information Apr 21, 2022

4110_egm_2022-04-21_3b677bcb-a1d6-48f3-bad9-77c2fcd9b7ed.pdf

AGM Information

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THE ORDINARY SHAREHOLDERS' MEETING OF MONCLER S.P.A. APPROVED THE FINANCIAL STATEMENTS FOR FY 2021, A DIVIDEND DISTRIBUTION OF 0.60 EUROS PER SHARE AND APPOINTED THE NEW BOARD OF DIRECTORS

The Shareholders' Meeting also:

  • Approved the first section of the Remuneration Report regarding the Remuneration Policy for the 2022-2024 three-year period;
  • Voted in favour of the second section of the Remuneration Report relating to remuneration paid in 2021;
  • Approved the authorization to purchase and dispose of treasury shares;
  • Approved the new 2022 Performance Shares Plan.

The Consolidated Non-Financial Statement for the fiscal year 2021 was presented to the Shareholders' Meeting

The newly appointed Board of Directors, which met after the Shareholders' Meeting, has appointed:

  • Remo Ruffini as Chairman of Moncler S.p.A. and Marco De Benedetti as Vice-Chairman of the Company;
  • The Lead Independent Director;
  • Remo Ruffini as CEO and Luciano Santel and Roberto Eggs as Executive Directors of the Company;
  • The members of the Nomination and Remuneration Committee, of the Control, Risk and Sustainability Committee and of the Related Parties Committee;
  • The Director in charge of the internal control and risk management system and the Manager in charge of preparing the corporate accounting documents.

***

Milan, 21 April 2022 – The Ordinary Shareholders' meeting of Moncler S.p.A. ("Moncler" or the "Company") was held today, in a single call, led by the Company's Chairman Remo Ruffini. Subsequently, the Board of Directors met to approve resolutions regarding the corporate governance of the Company.

Appointment of the new Board of Directors

The Ordinary Shareholders' Meeting has appointed the new Board of Directors for the three-year period 2022-2024 and confirmed the composition of 12 members. The Board of Directors will remain in charge until the Shareholders' Meeting is called to approve the Financial Statements as of 31 December 2024.

On the basis of the two lists that were submitted, the following Directors have been appointed:

1) Remo Ruffini

  • 2) Diva Moriani (Independent Director)
  • 3) Carlo Rivetti
  • 4) Alessandra Gritti (Independent Director)
  • 5) Marco De Benedetti
  • 6) Jeanne Jackson* (Independent Director)
  • 7) Maria Sharapova* (Independent Director)
  • 8) Bettina Fetzer* (Independent Director)
  • 9) Robert P. Egg
  • 10) Luciano Santel

11) Gabriele Galateri di Genola (Independent Director)

drawn from the list submitted by the shareholder Double R S.r.l. (formerly Ruffini Partecipazioni S.r.l.), owning a shareholding representing 19.9% of Moncler's share capital, which received 82% of the votes.

12) Guido Pianaroli (Independent Director)

drawn from the list submitted by a group of asset management companies and domestic and international institutional investors, owning in aggregate a shareholding representing 1,15869% of Moncler's share capital, which received 17,419% of the votes.

REMO RUFFINI comments: "Today marks an important moment as one business cycle is coming to an end, and another begins.

I would like to thank all the members of the outgoing Board of Directors for having accompanied us so far and for having contributed over these years to our path towards our digital transformation, continuous integration of sustainability into our business model and exploring ever new ways of engaging and communicating.

My particular thanks go to Nerio Alessandri, Virginie Morgon and Stephanie Phair who, after an exceptional journey together, step down.

I am also pleased to welcome Bettina Fetzer, Jeanne Jackson and Maria Sharapova who join our Board to reinforce our vision "Beyond Fashion, Beyond Luxury" with their remarkable backgrounds and experiences. Their perspectives and insights will bring further momentum to the Group's understanding of youth culture and community building, as part of our journey to connect to more and new audiences around the globe".

The lists, together with the documentation required by applicable regulations filed along with them, including curricula vitae of the members of the Board of Directors, are available at the Company's registered office in Milan, Via Stendhal 47, as well as on the Company's website at www.monclergroup.com, in the "Governance/Shareholders' Meeting" Section.

In the absence of proposals from the shareholders, the identification of the Chairman and Vice-Chairman was delegated, in accordance with the provisions of the Italian Civil Code, to the newly elected Board of Directors, which appointed Remo Ruffini as Chairman and Marco De Benedetti as Vice-Chairman.

The Shareholders' Meeting also resolved on the remuneration to be granted to the Board of Directors and set the maximum annual gross remuneration to be granted to the Board of Directors at a maximum of EUR 1,230,000 (of which EUR 20,000 for each Executive Director, EUR 100,000 for each Non-Executive Director and a further maximum of EUR 30,000 to each member for the participation to the internal Committees of the Board), remuneration which does not include the remuneration of Directors vested with particular offices.

* A short biography can be found at the end of the press release.

To the best of the Company's knowledge, the following Directors hold shares in the Company as of today: Remo Ruffini1 holds, through Double R S.r.l., 54,414,063 shares and, directly, 187,889 shares; Roberto Eggs holds 187,824 shares; Gabriele Galateri di Genola holds 1,420 shares; Carlo Rivetti2 holds, through Rivetex S.r.l., 7,680,413 shares; Luciano Santel holds 77,028 shares.

Financial Statements

The Ordinary Shareholders' Meeting approved the Financial Statements for the year ending 31 December 2021 and approved the distribution of a gross dividend of EUR 0.60 per share, for a total amount of EUR 161.7 million, without prejudice to the current number of shares entitled to payment to be determined on 24 May 2022.

The coupon date will be 23 May 2022, with payment on 25 May 2022. The consolidated financial statements for the year ending 31 December 2021 were also presented during the session and showed revenues of EUR 2,046.1 million up 44% cFX compared to the same period of 2020 and +28% cFX compared to 2019. These results include Moncler brand revenue equal to EUR 1,824.2 million and Stone Island brand revenue, consolidated since 1 April 2021, equal to EUR 221.9 million. Group net income, excluding the impact of the Purchasing Price Allocation and other costs related to the acquisition, was EUR 411.4 million in 2021.

Consolidated Non-Financial Statement

Moncler presented its 2021 Consolidated Non-Financial Statement, a report prepared separately from the Financial Statement.

The Consolidated Non-Financial Statement, which has been prepared in accordance with the provisions of Italian Legislative Decree 254/2016 and with the Global Reporting Initiative Sustainability Reporting Standards (GRI Standards), and which also takes into account several indicators provided by the Sustainability Accounting Standards Board (SASB), describes all the main social, environmental and economic activities performed during 2021 and it also publicly updates the work in progress of the medium to long-term goals of the Strategic Sustainability Plan, which is the expression of the Group's commitment to a sustainable growth taking into consideration wider stakeholders' interests.

Remuneration Report

The Ordinary Shareholders' Meeting approved the first section of the Report on the policy regarding remuneration and fees paid prepared by the Board of Directors pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Law on Finance") regarding the remuneration policy for the three-year period 2022-2024 and expressed a favourable opinion on the second section of the same Report relating to remuneration paid in 2021.

The Report on the policy regarding remuneration and fees paid is available on the Company's website at www.monclergroup.com, in the Sections "Governance/Shareholders' Meeting" and "Governance/Remuneration".

1 The indirect shareholding is held through the company Double R S.r.l. (formerly Ruffini Partecipazioni S.r.l.), 79.836% owned by Ruffini Partecipazioni Holding S.r.l., a company whose share capital is wholly owned by Remo Ruffini.

2 These are the shares held by Rivetex S.r.l., a company associated with Carlo Rivetti, and deriving from the Moncler share capital increase resolved on 25 March 2021 (and reserved for members of the Rivetti family, including Rivetex, at the time shareholder of Stone Island), pursuant to the agreements reached in the context of the aggregation with Stone Island.

Authorisation to purchase and dispose of own shares

The Ordinary General Meeting of Shareholders revoked, for the unexecuted portion, the authorisation to purchase and dispose of the Company's ordinary shares granted by a resolution of the General Meeting of Shareholders on 22 April 2021 and, at the same time, approved a new authorisation to purchase the Company's ordinary shares in accordance with the terms and conditions set out in the resolution proposal approved by the Board of Directors on 16 March 2022 and explained in the report available on the Company's website www.monclergroup.com, Section "Governance/Shareholders' Meeting".

The purpose of the authorisation to purchase and dispose of treasury shares is to enable the Company to purchase and dispose of its ordinary shares for the purposes permitted by law, which include: (i) support of liquidity and market efficiency; (ii) preservation for subsequent uses, including: consideration in extraordinary transactions, including exchange or sale of equity investments to be achieved by means of exchange, contribution or other act of disposition and/or use, with other parties, including use to service bonds convertible into shares of the Company or bonds with warrants; and (iii) use to service compensation plans based on financial instruments pursuant to Art. 114-bis of the Consolidated Law on Finance in favour of directors, employees or collaborators of the Company and/or its subsidiaries, as well as the free assignment of shares to Shareholders.

The authorisation provides for the purchase, also in several tranches, of ordinary shares without indication of nominal value, up to a maximum number that, taking into account the ordinary shares held from time to time in the portfolio by the Company and its subsidiaries, does not exceed 10% of the Company's share capital, it being understood that, within this overall maximum limit, purchases pursuant to Art. 144-bis, paragraph 1, letter c) of the Issuers' Regulations may be made up to a maximum number not exceeding 5% of the share capital.

It is envisaged that the purchase price of each share shall not be lower than the official stock market price of the Moncler share on the day prior to the day on which the purchase transaction will be carried out, decreased by 20%, and not higher than the official stock market price on the day prior to the day on which the purchase transaction will be carried out, increased by 10%, in compliance in any case with the terms and conditions established by Delegated Regulation (EU) No. 1052 of 8 March 2016 and by the accepted market practices from time to time, approved by the National Commission for Companies and the Stock Exchange, where applicable.

With reference to transactions involving the disposal of treasury shares, it is envisaged that they will be carried out in any manner deemed appropriate in the interest of the Company, in compliance with the laws and regulations in force at the time and in pursuit of the purposes set forth in the proposed resolution, including sales on regulated markets, in blocks and by means of an exchange or securities loan or free assignment.

The authorisation to purchase treasury shares is for 18 months from today's date. Authorisation for the disposal and/or use of treasury shares held in portfolio or that may be purchased is without time limits, due, inter alia, to the opportunity to allow the Board of Directors to avail itself of the maximum flexibility, also in terms of time, to carry out the acts of disposal of the shares.

It should also be noted that, as of today, Moncler holds a total of n. 4,871,676 treasury shares in its portfolio, equal to 1.8% of the share capital.

2022 Performance Shares Plan

The Ordinary Shareholders' Meeting approved, pursuant to Art. 114-bis of the TUF, the adoption of a stock grant plan called "Performance Shares 2022 Plan" reserved to Executive Directors, Executives with Strategic Responsibilities, employees, collaborators and consultants of Moncler and its subsidiaries.

The information document relating to the Plan pursuant to Art. 84-bis and Annex 3 of CONSOB Regulation no. 11971/1999 is available on the Company's website at www.monclergroup.com, Section "Governance/Shareholders' Meeting".

FIRST MEETING OF THE NEWLY APPOINTED BOARD OF DIRECTORS

The Board of Directors, which met at the end of the Ordinary Shareholders' Meeting, verified that the Directors appointed today meet the requirements of current legislation for holding the office of Director of the Company, and assessed the existence of the independence requirements pursuant to Articles 147 ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance and Article 2 of the Corporate Governance Code, for the Directors who have declared that they meet such requirements.

The following Directors resulted to be independent: Bettina Fetzer, Gabriele Galateri di Genola, Alessandra Gritti, Jeanne Jackson, Diva Moriani, Guido Pianaroli and Maria Sharapova.

The Board of Directors appointed Remo Ruffini as Chairman of the Company and Marco De Benedetti as Vice-Chairman. The Board also appointed Remo Ruffini as Chief Executive Officer and Roberto Eggs and Luciano Santel as Executive Directors, granting them the respective powers. Luciano Santel was granted additional powers by virtue of his appointment as Director in charge of the internal control and risk management system and as Manager in charge of preparing corporate accounting documents pursuant to and for the purposes of Article 154-bis of the Consolidated Law on Finance and Article 19.4 of the Articles of Association.

The Board of Directors appointed Alessandra Gritti as Lead Independent Director of the Company in compliance with recommendations 13 and 14 of the Corporate Governance Code.

The Board of Directors also appointed the members of the Nomination and Remuneration Committee, the Control, Risk and Sustainability Committee and the Related Parties Committee.

The members of all the committees will remain in office until the approval of the financial statements as at 31 December 2024, unless they cease to serve early.

In particular, the following have been appointed

  • for the Nomination and Remuneration Committee, the non-Executive Directors in majority Independent: Diva Moriani, Marco De Benedetti and Alessandra Gritti (including Marco De Benedetti as Chairman);
  • for the Control, Risks and Sustainability Committee, the non-Executive Directors in majority Independent: Gabriele Galateri di Genola, Marco De Benedetti and Guido Pianaroli (including Gabriele Galateri di Genola as Chairman); and
  • for the Related Parties Committee, the non-Executive Independent Directors: Alessandra Gritti, Diva Moriani and Guido Pianaroli (including Alessandra Gritti as Chairman).

The summary report of the voting and the minutes of today's Shareholders' Meeting will be made available as per the procedures and terms set out in current legislation.

Biographies

Bettina Fetzer

Bettina Fetzer is Vice President Communications & Marketing Mercedes‐Benz AG.

After working in various positions within Daimler AG and its subsidiaries, Ms. Fetzer became Head of Global Communications Mercedes‐Benz in 2015. Thereafter she was appointed youngest Vice President at Mercedes‐Benz in 2018 and became the first female CMO of the company.

Ms. Fetzer is a noted expert in Communications and Marketing, refocusing on luxury as a key driver of the Mercedes‐Benz strategy.

In her current function, she is an impetus generator for the brand, responsible for the internal and external positioning of the Mercedes‐Benz brand, company and its products amongst all global communicative target groups.

Ms. Fetzer acted as a founding ambassador for establishing Mercedes‐Benz new corporate Culture "Leadership 20X". She is a leader who actively fosters empowerment and drives a working culture of appreciation, enablement and trust.

Ms. Fetzer has served as a Director of Laureus World Sports Awards (in conjunction with Richemont) and is currently a member of the Board of Advisors of Mercedes‐Benz Museum.

Ms. Fetzer holds a Diploma in European Business Studies from Hochschule Landshut and an MA in Business Management from the Lord Ashcroft International Business School, Cambridge.

Jeanne Jackson

Jeanne P. Jackson is CEO of MSP Capital, a private equity and consulting firm that she founded in 2002 and a Board member of Monster Beverages and Delta Air Lines.

She recently also served as Board member of Nike, McDonald's, Kraft Heinz and Nordstrom.

She is an early leader in the development of e-commerce already in the 1990's and has guided some of the world's most iconic companies through massive changes in consumer behavior and the technology that serves them.

In 2018, she retired from Nike, Inc. after 16 years, serving first as a Board member for seven years, then stepping into successive roles inside the company as President, then Senior Advisor to the CEO leading the teams that created the infrastructure and processes enabling Nike's DTC capacity.

Previously to Nike, Ms. Jackson has served as the CEO and President of Wal-Mart.com USA, President and CEO of Banana Republic, a division of Gap, while simultaneously as President and CEO for Gap's Direct division. Prior to Gap, she held various retail and consumer Brand management positions with Victoria's Secret, The Walt Disney Company and Saks Fifth Avenue.

She is currently a member of the International Women's Forum, and has, in the past, been recognized by Business Week as "One of the Year's 25 Best Managers," by Fortune as one of "The Most Powerful Women in Business," and by Ad Age as one of "The Most Powerful Women in Sports."

Ms. Jackson holds a Bachelor in Science from the University of Colorado, and an MBA from Harvard's Graduate School of Business Administration.

Maria Sharapova

Maria Sharapova is a world-class tennis champion, investor and entrepreneur.

After moving to the United States from Russia at age six to pursue her tennis career, Ms. Sharapova turned professional at the age of 14. She won Wimbledon at age 17 - the first of her five career Grand Slam titles – and was the 7th female player in the open era to complete the career Grand Slam.

Outside of tennis, Ms. Sharapova is an active founder, CEO and business investor.

In 2012 she founded her premium confection line, Sugarpova, where she oversees the day-to-day decision-making and growth of the company from creative branding and packaging, to product R&D and retail expansion.

Ms. Sharapova has also been expanding her business portfolio as an investor and strategic advisor to a variety of companies, including Tonal, Therabody, Public.com, Bala, and more.

Across all of her business ventures, Ms. Sharapova works with her partners to advise on a variety of aspects of each business — including product development, creative branding, content strategy, growth and expansion.

Ms. Sharapova is also passionate about design and architecture — launching her first-ever furniture collection in partnership with Rove Concepts.

FOR ADDITIONAL INFORMATION:

INVESTORS MEDIA

Paola Durante Moncler Group Strategic Planning, Intelligence and Investor Relations Director Tel. +39 02 42203560 [email protected]

Alice Poggioli Moncler Group Investor Relations Senior Manager Tel. +39 02 42203658 [email protected]

Carlotta Fiorani Moncler Group Investor Relations Tel. +39 02 42203569 [email protected]

Moncler Group Press Office Tel. +39 02 42203528 [email protected]

About Moncler

With its brands Moncler and Stone Island, the latter acquired in March 2021, Moncler Group represents the expression of a new concept of luxury. True to its philosophy "Beyond Fashion, Beyond Luxury", the Group strategy is centered on experience, a strong sense of purpose and belonging to a community while taking inspiration from the worlds of art, culture, music, and sports. Alongside supporting the individual brands sharing corporate services and knowledge, Moncler Group aims to maintain its brands' strong independent identities based on authenticity, constant quest for uniqueness, and formidable ties with their consumer's communities. Operating in all key international markets, the Group distributes its brands' collections in more than 70 countries through directly operated physical and digital stores as well as selected multi-brand doors, department stores and e-tailers.

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