PIRELLI & C. SPA SHAREHOLDERS’ MEETING HELD:
- 2007 FINANCIAL STATEMENTS APPROVED
- DISTRIBUTION OF A DIVIDEND OF 0.0160 EUROS PER ORDINARY SHARE AND 0.0728 EUROS PER SAVINGS SHARE RESOLVED UPON
- NEW BOARD OF DIRECTORS APPOINTED: INDEPENDENT DIRECTORS 11 OUT OF 20
- AUTHORIZATION FOR PURCHASE OF TREASURY SHARES RENEWED
PIRELLI & C. SPA BOARD OF DIRECTORS MEETING HELD:
- MARCO TRONCHETTI PROVERA CONFIRMED CHAIRMAN; ALBERTO PIRELLI AND CARLO PURI NEGRI VICE CHAIRMEN
The Shareholders’ Meeting of Pirelli & C. SpA was held today in ordinary and extraordinary sessions.
In the ordinary session, the Shareholders’ Meeting approved the financial statements for the 2007 fiscal year, which closed with consolidated net profit of 164.5 million euros, resolving upon distribution of a dividend of 0.0160 euros per ordinary share and 0.0728 euros per savings share. The dividend per share attributed to savings shares includes the 2007 dividend (0.0364 euros) and, as foreseen by the By-laws, the dividend not assigned for the 2006 fiscal year (0.0364 euros). The calculation of the privilege for the savings shares, as previously announced, was made on the basis of the nominal value of 0.52 euros per share, before the reduction of share capital. The total amount of the dividends is 93.2 million euros. The payment date is 22 May 2008 (ex dividend 19 May 2008).
The Shareholders’ Meeting then established the duration of the entire Board of Directors in three fiscal years (and therefore until approval of the financial statements as of 31 December 2010) and determined the number of members as 20, of which 11 independent. The gross annual compensation of the entire Board was set at 1.2 million euros. As per the By-laws, on the basis of the two lists presented, the following directors were appointed to Pirelli & C. SpA:
Marco Tronchetti Provera
Carlo Puri Negri
Carlo Acutis (independent)
Alberto Bombassei (independent)
Luigi Campiglio (independent)
Enrico Tommaso Cucchiani
Berardino Libonati (independent)
Giulia Maria Ligresti
Giampiero Pesenti (independent)
Luigi Roth (independent)
Carlo Secchi (independent)
(from the list presented by the participants of the Pirelli & C. SpA Shareholders’ Agreement)
Franco Bruni (independent)
Carlo Angelici (independent)
Umberto Paolucci (independent)
Cristiano Antonelli (independent)
(from the list presented by a group of institutional investors)
The Shareholders’ Meeting, in addition, appointed Paolo Domenico Sfameni statutory auditor of Pirelli & C. SpA, replacing Paolo Francesco Lazzati, who resigned. The curricula of the directors and of the new statutory auditor are available on the Internet site www.pirelli.com. The Shareholders’ Meeting then gave Reconta Ernst & Young SpA a mandate to audit the financial statements, consolidated financial statements, and abreviated half-year financial statements for the period 2008-2016. The Shareholders’ Meeting, finally, resolved to renew, for a period of 18 months, authorization for purchase and sale of Treasury shares within the legal limit of 10% of the share capital.
In the extraordinary session, the Shareholders’ Meeting resolved to amend articles 7 (Shareholders’ Meeting), 10 (Administration of the Company) and 16 (Board of Statutory Auditors) of the By-laws, mainly for necessary adjustment to new legal dispositions.
At the end of the Shareholders’ Meeting, the new Board of Directors of Pirelli & C. SpA met, and confirmed Marco Tronchetti Provera chairman and Alberto Pirelli and Carlo Puri Negri vice chairmen.
The Board of Directors also appointed the new members of the Remuneration Committee (Alberto Bombassei, Berardino Libonati, Giampiero Pesenti) and of the Internal Control and Corporate Governance Committee (Carlo Angelici, Franco Bruni, Carlo Secchi). These committees are composed exclusively, therefore, of independent board members. Carlo Secchi was confirmed
Lead Independent Director
. Finally, in compliance with the “231 Organizational Model” adopted by the Company, the Board of Directors appointed the new Supervisory Committee – which will remain in office until conclusion of the mandate of the current Board of Directors – whose members include Carlo Secchi (independent director), Paolo Domenico Sfameni (statutory auditor) and Maurizio Bonzi (Head of Pirelli & C. SpA Internal Audit Department). Claudio De Conto, general manager and chief operating officer of Pirelli & C. SpA, was confirmed as the Manager mandated to draft corporate accounting documents of the Company.