Annual shareholders meeting

17 April 2019

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Milan, April 17th, 2019 – COIMA RES (the "Company") announces that the Company’s Annual Shareholders’ Meeting, in both ordinary and extraordinary sessions, was held today under the chairmanship of Caio Massimo Capuano.

Financial Statements and Dividend 2018: the Annual Shareholders’ Meeting in its Ordinary Session approved the Financial Statements for the year ended December 31st, 2018, which display a profit of Euro 36,889,839 (an increase of 127% vs 2017) and took note of the 2018 Consolidated Financial Statements. With regards to the allocation of the profit for the year, the Annual General Meeting resolved to allocate to dividends Euro 10,802,100 (Euro 0.30 per share), an increase of 11% vs 2017, of which Euro 3,600,700 (Euro 0.10 per share) already distributed on November 21st, 2018. The final dividend equals to Euro 7,201,400 (Euro 0.20 per share), in compliance with the instructions issued by Borsa Italiana S.p.A., and will be paid on April 25th, 2019 (shares will be listed ex-dividend from April 23rd, 2019). The entitlement to payment of the aforementioned dividend will be determined with reference to the evidence of the accounts indicated in Article 83-quater, paragraph 3 of Legislative Decree 24.02.1998, No. 58, relating to the end of the accounting day of April 24th, 2019 (record date).

Remuneration Report: the Annual Shareholders’ Meeting in its Ordinary Session also approved, pursuant to current legislation, the first section of the "Remuneration Report" prepared by the Company, pursuant to art. 123-ter of Legislative Decree no. 58/98 and 84-quater of the Issuers Regulation.

Appointment of the Board of Directors: the Annual Shareholders’ Meeting in its Ordinary Session has confirmed in nine the number of the members of the Board of Directors and, on the basis of the only list presented by the shareholder COIMA SGR S.p.A., on behalf of shareholders Qatar Holding LLC, COIMA SGR S.p.A., COIMA S.r.l. and Manfredi Catella, members of the shareholders' agreement among them signed on December 1st, 2015, renewed on December 1st, 2018, for further three years (i.e. until December 1st, 2021), and holding a total of 41.07% of the share capital (ofwhich 40.84% of the share capital contributed to the agreement), appointed, for the financial year 2019 and, therefore, until the approval of the Financial Statements as at December 31st, 2019, the new Board of Directors in the person of:
• Feras Abdulaziz Al Naama;
• Manfredi Catella;
• Caio Massimo Capuano;
• Olivier Elamine;
• Luciano Gabriel;
• Alessandra Stabilini;
• Agostino Ardissone;
• Ariela Caglio; and
• Antonella Centra.

The Board of Director is composed by a majority of independent members (7 of 9). In particular, the Directors Feras Abdulaziz Al Naama, Olivier Elamine, Luciano Gabriel, Alessandra Stabilini, Agostino Ardissone, Ariela Caglio and Antonella Centra declared the possession of the independence requisites provided for by the law (art. 147-ter, paragraph 4, and article 148, paragraph 3, of Legislative Decree 58 of 24 February 1998) and set forth in the Corporate Governance Code. The presence of the female gender on the Board of Directors, in compliance with the provisions of current legislation on gender balance, has increased from 2 to 3 members with the appointment of Antonella Centra (currently EVP General Counsel, Corporate Affairs and Sustainability at Gucci).

The Annual Shareholders’ Meeting in its Ordinary Session confirmed Caio Massimo Capuano as Chairman of the Board of Directors. The curricula of the directors are available on the Company's website in the Governance section. As of today, Manfredi Catella holds (directly and indirectly) 338,143 shares of the Company while Luciano Gabriel holds 20,000 shares of the Company and Olivier Elamine holds 4,000 shares of the Company.

Upon the proposal of the Board of Directors, the Annual Shareholders' Meeting decided to provide the Company with typical instruments of listed companies in line with market practice and the main sector operators, in particular:

Purchase and sale of own shares: the Annual Shareholders’ Meeting in its Ordinary Session approved the authorization to purchase, sell and dispose of own shares. Purchases may be made within the quantitative limits established by art. 2357 c.c. in one or more times for a period of 18 months from the approval of the Annual Shareholders' Meeting. Any purchases will be made using the operating methods indicated in the Shareholders’ Meeting resolution.

Authorisation to increase the share capital with option rights to those entitled: the Annual Shareholders’ Meeting in its Extraordinary Session approved the attribution, pursuant to art. 2443 c.c., to the Board of Directors of the authorisation to increase the share capital by payment and in a divisible manner, in one or more tranches, by issue of maximum no. 18,003,500 ordinary shares having regular rights, to be offered as an option to those entitled. The authorisation can be exercised in one or more times within five years from the date of this resolution.


Media relations

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Giulia Salami

Capital Markets Director

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+39 02 632391

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