AGM Information • Apr 30, 2021
AGM Information
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| Informazione Regolamentata n. 1803-26-2021 |
Data/Ora Ricezione 30 Aprile 2021 12:23:39 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | OPENJOBMETIS | |
| Identificativo Informazione Regolamentata |
: | 146235 | |
| Nome utilizzatore | : | OPENJOBN08 - ESPOSTI | |
| Tipologia | : | 2.4; 1.1; 3.1 | |
| Data/Ora Ricezione | : | 30 Aprile 2021 12:23:39 | |
| Data/Ora Inizio Diffusione presunta |
: | 30 Aprile 2021 12:23:40 | |
| Oggetto | : | OJM_PR_ 30 april 2021 Shareholders meeting_ENG |
|
| Testo del comunicato |
Vedi allegato.
PRESS RELEASE
Milan, 30 April 2021 – Today, the Shareholders' Meeting of Openjobmetis S.p.A. – Agenzia per il Lavoro met, in ordinary session. Openjobmetis S.p.A. (Borsa Italiana: OJM) is one of the leading Employment Agencies, listed on the STAR segment of the Italian main market (Mercato Telematico Azionario - "MTA") – operated by Borsa Italiana.
The ordinary Shareholders' Meeting approved the Annual financial statements and reviewed the Group Consolidated financial statements as at 31 December 2020, as indicated in item 1 on the agenda.
The consolidated financial statements as at 31 December 2020 of the Openjobmetis Group show revenue equal to EUR 517.0 million against EUR 565.3 million in 2019, EBITDA equal to EUR 14.9 million against EUR 23.5 million in 2019 (2020 adjusted EBITDA was EUR 15.3 million),
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EBIT equal to EUR 8.3 million against EUR 15.6 million in 2019 (2020 adjusted EBIT was EUR 8.7 million) and Net profit equal to EUR 23.6 million against EUR 10.4 million in 2019. Net Financial Indebtedness as at 31 December 2020 was equal to EUR 17.4 million against EUR 30.1 million as at 31 December 2019.
The revenue of the Parent Company Openjobmetis S.p.A. was equal to EUR 495.1 million against EUR 556.7 million in 2019. EBIT was equal to EUR 6.5 million against EUR 11.3 million in 2019. Net Profit was equal to EUR 24.5 million, against EUR 10.4 million in 2019.
The Shareholders' Meeting resolved to allocate 2020 profit for the year, equal to EUR 24,535,581.54 as follows:
The Shareholders' Meeting also resolved that this dividend of EUR 0.11 per share be paid, gross of the withholding taxes mandated by the law, from 12 May 2021, with coupon No. 3 to be detached on 10 May 2021 and record date (date when entitlement to the payment of the dividend is established pursuant to Art. 83-terdecies of Italian Legislative Decree No. 58, 24 February 1998, and Art. 2.6.6, par. 2, of the Regulation of the Markets Organised and Managed by Borsa Italiana S.p.A.) on 11 May 2021.
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The Shareholders' Meeting also resolved to express a favourable vote, as set out in item 2.1 of the agenda, on the first section of the Explanatory Report on the Remuneration Policy and the Amounts Paid drawn up pursuant to Art. 123-ter of Italian Legislative Decree No. 58/1998 and Art. 84-quater of the Issuers' Regulation adopted by Consob with resolution No. 11971/1999.
The Shareholders' Meeting also resolved to express a favourable vote, as set out in item 2.2 of the agenda, on the second section of the Explanatory Report on the Remuneration Policy and the Amounts Paid drawn up pursuant to Art. 123-ter of Italian Legislative Decree No. 58/1998 and Art. 84-quater of the Issuers' Regulation adopted by Consob with resolution No. 11971/1999.
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In regard to item 3 of the agenda, the Shareholders' Meeting– having set at 10 the number of the members of the new Board of Directors that will remain in office until the approval of the 2023 financial statements – has resolved to appoint nine members chosen from List No. 1 presented by the shareholders Omniafin S.p.A. and MTI Investimenti S.r.l. representing 22.834% of the share capital, and one member chosen from List No. 2 presented by a group of investors representing 11.519% of the share capital.
The Shareholders' Meeting has then appointed Marco Vittorelli as Chairman of the Board of Directors.
The new Board of Directors, therefore, has the following composition:
− Gabriella Porcelli (independent pursuant to Consolidated Law on Finance and Corporate Governance Code)
The majority list No. 1 received in percentage terms – attending the meeting No. 14,588,081 of voting rights (equal to 78.348012% of total voting rights) 64.891921% of favourable votes.
At the time of the appointment,
The resumes of the Directors - or a summary of these - are published on the website www.openjobmetis.it, in the section Corporate Governance/Corporate Bodies.
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Resolving on the fourth point on the agenda - relating to the renewal of the Board of Statutory Auditors, which will remain in office for the 2021-2023 period - the Shareholders' Meeting appointed two acting statutory auditors and one alternate statutory auditor from List No. 1 presented by the shareholders Omniafin S.p.A. and MTI Investimenti S.r.l. representing 22.834% of the share capital, as well as one acting statutory auditor and one alternate statutory auditor from List No. 2 – presented by a group of investors representing 11.519% of the share capital.
The new Board of Statutory Auditors, therefore, has the following composition:
LIST No. 1
| − | Roberto Tribuno | (Acting Statutory Auditor) |
|---|---|---|
| − | Manuela Paola Pagliarello | (Acting Statutory Auditor) |
| − | Marco Sironi | (Alternate Statutory Auditor) |
LIST No. 2
| − | Chiara Segala | (Acting Statutory Auditor and Chair) |
|---|---|---|
| − | Alvise Deganello | (Alternate Statutory Auditor) |
The majority list No. 1 received in percentage terms – attending the meeting No. 14,588,081 of voting rights (equal to 78.348012% of total voting rights) 64.637014% of favourable votes.
The resumes of the members of the Board of Statutory Auditors - or a summary of these - are published on the website www.openjobmetis.it, in the section Corporate Governance/Corporate Bodies.
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Lastly, the Shareholders' Meeting, as provided for in the fifth point of the agenda, resolved to revoke, for the remaining period, as from this resolution, the resolution to authorise the buy back and sale of treasury shares adopted by the Ordinary Shareholders' Meeting on 21 April 2020. The General Shareholders' Meeting resolved to authorise the Board of Directors to buy back and dispose of treasury shares, in order to: (i) have a portfolio of treasury shares for disposal at any time, in whole or in part, in one or more transactions, and without time limits, provided that it is consistent with the Company's strategy, as part of capital transactions, including the reduction thereof by way of the cancellation of treasury shares or other extraordinary transactions, including, but not limited to, acquisitions, mergers and similar, financing transactions or other transactions in respect of which the assignment, exchange, sale or other disposal of treasury shares becomes necessary or appropriate; (ii) fulfil the obligations deriving from share-based incentive plans,
programmes for the distribution, for consideration or free of charge, of options on shares or shares to directors, employees and collaborators of the same issuer or to directors, employees and collaborators of its subsidiaries, as well as from programmes for the free assignment of shares to shareholders; (iii) carry out transactions on treasury shares with a view to medium to long-term investment, including to form long-term holdings, in other words, to seize market opportunities, including through the buyback and resale of shares, operating both on the market and (in relation to disposal or use) in the over-the-counter markets or even outside the market, or through accelerated bookbuilding (ABB) procedures or blocks, at any time, in whole or in part, in one or more transactions, and without time limits, provided they are concluded at market conditions; (iv) launch programmes for the buyback of treasury shares for the purposes set out in Art. 5 of (EU) Regulation No. 596/2014 (Market Abuse Regulation or MAR) - i.e., the reduction of share capital, the fulfilment of obligations arising from debt instruments convertible into shares or from share option programmes or other allocations of shares to employees or members of the Company's board of directors and control bodies or those of its related companies, or any further purpose that may be covered by this regulation in its version in force at the time- and/or for the purposes covered by market practices allowed under Art. 13 MAR, in accordance with the terms and procedures that are resolved upon by the Board of Directors, it being understood that, when the reasons that led to their buyback no longer apply, the treasury shares bought back in accordance with this authorisation may be used for one of the other purposes stated above or sold.
The Board of Directors was authorised to purchase (fully paid-up) ordinary shares of the Company, each with a unit nominal value of EUR 1.00 (one point zero zero), on one or more occasions, also on a revolving basis, in an amount freely set by the Board of Directors up to a maximum number of ordinary shares of the Company such as not to exceed 5% of the share capital at the time of Openjobmetis S.p.A., having regard to the treasury shares held either directly or through its subsidiaries, if any.
According to the current share capital, the maximum number of shares that the Company may hold is 685,600. The Board of Directors was also authorised to dispose of treasury shares in the portfolio, even before the purchases referred to above have been completed.
In the event of disposal of treasury shares in the portfolio, additional purchase transactions may be carried out until expiry of the shareholders' meeting authorisation, without prejudice to the quantitative limits established by law, also regarding the number of treasury shares that, from time to time, can be held by the Company or by its subsidiaries, and the conditions established by the Shareholders' Meeting.
The Board of Directors was authorised to buy back treasury shares for the maximum duration permitted by Art. 2357, par. 2 of the Italian Civil Code and therefore for a period of 18 months from the date on which the Shareholders' Meeting passes the relevant resolution. The Board of Directors may carry out the authorised transactions at any time, including on a revolving basis and for fractions of the maximum authorised quantity, as gradually as deemed appropriate in the interest of the Company. This 18-month time limit does not apply to any transaction to dispose of and/or use treasury shares that may have been purchased in accordance with the Shareholders' Meeting authorisation to ensure the maximum flexibility in the absence of regulatory constraints in this regard.
The share purchase price shall be identified each time, considering the procedures chosen for carrying out the transaction, share price performance and the best interest of the Company, and in compliance with any applicable Italian and EU legal and regulatory provisions in this regard or with the permitted market practices in use at the time where the conditions are met and the decision is made to use them.
The price shall comply with the provisions of Art. 3, par. 2 of Delegated Regulation (EU) 2016/1052, i.e. on the date of this report, not higher than the higher of the price of the last independent transaction and the price of the current highest independent purchase offer on the trading venue where the purchase is made or in compliance with the regulations in force at the time. In any event, purchases must be made at a price per share that shall not be more than 10% lower or higher than the official stock market price of the shares recorded by Borsa Italiana S.p.A. in the stock exchange session of the day preceding each transaction.
Transactions to dispose of the treasury shares in the portfolio, if executed in cash, must be carried out at a price per share to be determined on the basis of the criteria laid down in the applicable regulations and/or the market practices accepted from time to time or, in any case, at a price that may not be more than 5% lower than the official stock market price recorded by Borsa Italiana S.p.A. in the stock exchange session of the day preceding each transaction.
If the disposal transactions are carried out in the context of extraordinary operations, including exchanges, contributions and trades, or to service capital transactions or other extraordinary corporate and/or financial transactions or financing transactions, they must be executed according to the price limits and the terms and conditions that shall be freely determined by the Board of Directors, taking the economic terms of the transaction into account.
With regard to shares used to service share-based incentive plans, they must be disposed of in accordance with the terms and procedures set out in the regulations of said plans.
The buyback of treasury shares may be effected using any of the methods permitted by applicable legislation, excluding the right to make buybacks of treasury shares through the purchase and sale of derivative instruments traded on regulated markets that require the physical delivery of the underlying shares.
With regard to transactions to dispose of and/or use treasury shares, the Board of Directors was authorised to adopt any method that will prove appropriate to achieve the purposes pursued to be implemented directly or through intermediaries, in compliance with the provisions of applicable Italian and EU laws and regulations in this regard.
The buyback of treasury shares shall not be used to reduce share capital by cancelling treasury shares bought back.
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The Company informs that:
a) The summary report of the votes, with the number of shares represented at the Shareholders' Meeting and the shares for which the vote was expressed, the percentage of the share capital represented by these shares, the number of votes in favour and against the
resolutions and the number of abstentions, will be made available on the Company's website within the terms set by current laws and regulations.
b) The minutes of the Shareholders' Meeting will be made available to the public in the ways and within the terms set by current laws and regulations.
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Alessandro Esposti, in his capacity as Manager in charge of financial reporting, pursuant to Art. 154 bis, par. 2, of the Consolidated Law on Finance, hereby states that the financial information contained in this press release corresponds to the accounting documentation, books and records.
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The Company's Annual financial statements and the Group's Consolidated financial statements are available at the registered office in via Generale Gustavo Fara, 35 - 20124 Milan, at Borsa Italiana S.p.A. and in the Investor Relations section of the website www.openjobmetis.it as well as at the authorised storage mechanism eMarket STORAGE, available at .
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Openjobmetis S.p.A. overview: Openjobmetis is the Employment Agency established in 2011 as a result of the merger of Openjob SpA and Metis SpA, combining the unique skills and experiences for which they have always been known. Listed since December 2015, Openjobmetis SpA is the first and only Employment Agency in the STAR segment of the screen-based stock exchange (MTA) operated by Borsa Italiana, and is positioned among the leading Italian operators in its field, with revenue of approximately EUR 517.0 million in the year ended 31 December 2020. Openjobmetis SpA, which provides temporary work employment, operates through a network of 140 branches and Specialised Divisions in a wide range of labour market sectors, including: Healthcare, Industrial, Banking and Finance, Large-Scale Retail Trade, I&CT, Horeca, Agro-Industrial, Diversity Talent and Naval. It also has the following subsidiaries: (i) Openjob Consulting Srl, active in the management of the financed training activities; (ii) Seltis Hub Srl, the new highly specialized vertical competence center focused on recruitment and selection that operates through the brands Seltis, Meritocracy, UNA Forza Vendite and Jobmetoo, (iii) Family Care Srl, APL dedicated to family assistance. Finally (iv) HC Srl, a result of the merger of Corium Srl and HC Srl, 92.9% owned, which deals with training, coaching and outplacement and (v) Lyve Srl, a 50.66% subsidiary, a training company specialized in the field of financial and insurance services.
[email protected] Tel. 0331 211501
CDR Communication Angelo Brunello [email protected] Tel. +39 329 2117752
Openjobmetis Tel. 0331 211501 [email protected]
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