Immsi Group: Annual General Meeting

Fri, 30/04/2021 - 15:10
Data di competenza: 
Fri, 30/04/2021 - 15:10

2020 financial statements approved

Company bodies appointed

Plan for purchase and disposal of the company's ordinary shares approved

Mantua, 30 April 2021 – The Immsi S.p.A. Annual General Meeting chaired by Roberto Colaninno was held today in Mantua, attended by 65.987% of the share capital, exclusively through proxies and sub-delegations conferred on Spafid S.p.A., the Designated Representative pursuant to art. 135-undecies and 135-novies of Lgs.Decree no. 58/1998 (“TUF” - Consolidated Finance Act) and in compliance with art. 106 of decree law 18/2020.

The Meeting examined and approved the Immsi S.p.A. 2020 separate financial statements, and took note of the Immsi Group consolidated financial statements as at and for the year ended 31 December 2020 and the consolidated non-financial declaration.

In 2020, Immsi Group consolidated net sales amounted to 1,376.8 million euro, with EBITDA of 186.2 million euro and an EBITDA margin of 13.5%. Consolidated net profit was 9.8 million euro Immsi Group net financial debt at 31 December 2020 stood at 802.9 million euro, an improvement of 128.4 million euro from 931.3 million euro at 31 March 2020, secured by a positive sales performance in the second half of 2020 and prudent management of working capital.

The Immsi S.p.A. AGM also approved the remuneration policy and the Remuneration Report, set out in Section I and Section II respectively of the “Report on remuneration policy and fees paid”.

The Immsi S.p.A. AGM also appointed the Board of Directors, to be composed of 12 members (an increase from 11 members previously), 6 of whom declared that they meet the independence requirements under the applicable regulations.

The Board’s term of office was established as three financial years, expiring on the date of the Shareholders’ Meeting summoned to approve the financial statements for the year ended 31 December 2023.

The following directors were appointed: Roberto Colaninno, Michele Colaninno, Matteo Colaninno, Daniele Discepolo (independent director), Ruggero Magnoni, Gianpiero Succi, Paola Mignani (independent director), Giulia Molteni (independent director), Alessandra Simonotto, Rosanna Ricci (independent director), Patrizia De Pasquale (independent director), from the majority list presented by Ominainvest S.p.A. (which obtained 91.235% of the votes), and Piercarlo Rossi (independent director), from the minority list (which obtained 8.765% of the votes), which is not connected directly or indirectly with the majority shareholders.

The AGM also appointed the Board of Statutory Auditors, whose members are: Antonella Giachetti (Chair) from the minority list (which obtained 8.766% of the votes), Alessandro Lai and Giovanni Barbara, from the majority list presented by Omniainvest S.p.A. (which obtained 91.234% of the votes), as permanent auditors; Gianmarco Losi, from the majority list presented by Omniainvest S.p.A., and Filippo Dami, from the minority list, as substitutes.

The boards appointed by the shareholders comply with current regulations governing gender balance. The curricula vitae of the members of the Board of Directors and the Board of Statutory Auditors are available on the website www.immsi.it (in the “Governance/General Meeting/Archive/2021” section).

To the best of the company’s knowledge, Statutory Auditor Alessandro Lai holds 96,360 company shares.

The Immsi S.p.A. AGM also renewed the authorisation for the purchase and disposal of the company's own shares, revoking the previous Immsi S.p.A. shareholder authorisation of 14 May 2020. The resolution aims to provide the company with a useful strategic investment opportunity for all purposes allowed under law, including the purposes contemplated in art. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, hereinafter “MAR”) and in the practices allowed under art. 13 MAR, including purchases of own shares for subsequent cancellation, on the terms and conditions that will be approved by the relevant governance bodies. As of today, the company does not hold any own shares. The purchase authorisation will remain in effect for 18 months as of the date of the AGM, while the authorisation for disposal was granted without any time limit.