Shreholders' meeting - dividend approval and appointment of Board of Directors and Auditors' Committee
July 26 2013 - 10:00AM
Italian Regulatory (Text)
Press release
Piquadro S.p.A. Shareholders' Meeting Approved the statutory
financial statements as of March 31, 2013 and resolved a dividend
of 0.02 euro per share equal to the total amount of 1 million euro.
Appointed the new Board of Directors and its chairman. Appointed
the new Statutory Auditors Committee and its Chairman.
Silla di Gaggio Montano, July 26, 2013 The Shareholders' Meeting
of Piquadro S.p.A., held today, has approved the Company's
financial statements as of March 31st, 2013 and has resolved a
distribution of a dividend per share equal to 0.02 euro, for a
total amount equal to 1 million euro. The dividend will be payable
starting from August 8th , 2013 (record date August 7th, 2013),
with an ex dividend date as of August 5th , 2013.
"We are confident that, even in the short term, sales will improve,
showing that the investments made to support our commercial
strategy and repositioning are indeed generating the looked-for
results" said Marco Palmieri, Piquadro's President and CEO. The
upward trend in our DOS stores (showing positive SSSG figures in
Italy as well) proves the validity of our retail development
strategy using single-brand outlets. That is why, despite the
current period of great difficulty, we are keeping to our policy of
rewarding the shareholders, under which we are to pay a dividend of
0.02 per share for the financial year just ended. This decision is
based, among other things, on the positive free-cashflow generated
in 2012/2013 fiscal year."
The Shareholders' Meeting has also appointed, on the basis of the
lists of candidates presented by the shareholders, the new Board of
Directors and the new Statutory Auditors Committee, which will
remain in office for 3 fiscal years until the approval of the
financial statements as of March 31, 2016. The new Board of
Directors, which has been re-determined in the number of 7 members,
is composed by Marco Palmieri, Pierpaolo Palmieri, Marcello
Piccioli, Roberto Trotta, Paola Bonomo, Anna Gatti and Gianni
Lorenzoni. The candidates Marco Palmieri, Pierpaolo Palmieri,
Marcello Piccioli, Roberto Trott, Paola Bonomo and Anna Gatti have
been appointed from the majority list presented by the shareholder
Piquadro Holding S.p.A., owner of a total of no. 34,186,208
ordinary shares of the Company, equal to 68.37% of the share
capital. Gianni Lorenzoni is a candidate appointed from the second
list having obtained the higher majority, jointly presented by
Roberto Degli Esposti Venturi and Gloria Magro, owners of a total
of no. 1.258.200 ordinary shares of the Company, equal to 2.5164%
of the share capital. The Shareholders' Meeting has confirmed Marco
Palmieri as Chairman of the Board of Directors and has determined a
total yearly compensation equal to 845,000 euro, as remuneration
for all the directors, including the directors entrusted with
special offices, without prejudice to the right of the board of
directors to provide special variable compensation. Among the
appointed directors, Paola Bonomo, Anna Gatti and Gianni Lorenzoni
have declared
to satisfy the requirements of independence provided for by
Articles 147 ter, paragraph 4, and 148, paragraph 3, of the of the
Legislative Decree 58/1998 and by Article 3 of the Corporate
Governance Code promoted by Borsa Italiana S.p.A. and adopted by
Piquadro S.p.A.. It is to be reported that as of today and
according to the information available to the Company, the board
member Marco Palmieri indirectly owns, through Piquadro Holding
S.p.A., no. 34,186,208 ordinary shares of the Company, representing
the 68.37% of its share capital. Marco Palmieri indirectly owns a
shareholding participation in Piquadro Holding S.p.A. equal to
93.34% of its share capital while the remaining 6.66% of the share
capital is owned by the board member Pierpaolo Palmieri. Always as
of today, the board member Roberto Trotta owns no. 3,000 ordinary
shares of the Company. The new Statutory Auditors Committee is
composed by Giuseppe Fredella, Pietro Michele Villa and Patrizia
Lucia Maria Riva, as standing auditors, and Giacomo Passaniti and
Maria Stefania Sala, as alternate auditors. The candidates Pietro
Villa and Patrizia Lucia Maria Riva , as standing auditors, and
Giacomo Passaniti, as alternate auditor, have been appointed from
the majority list presented by the shareholder Piquadro Holding
S.p.A., whilst the Chairman of the Committee, Giuseppe Fredella and
Maria Stefania Sala, as alternate auditors, have been appointed
from the second list having obtained the higher majority, jointly
presented by Roberto Degli Esposti Venturi and Gloria Magro. The
Shareholders' Meeting has resolve to determine the compensation of
the member of the Board of the Statutory Auditors Committee in the
total yearly amount of euro 58,000, not including the integrative
contribution and the reimbursement of the expenses borne in the
performance of the office. All the documentation relating to the
Shareholders' Meeting, including the curricula of the members of
the Board of Directors and of the Statutory Auditors Committee, is
made available on the Company's internet website
www.piquadro.com.
***
The today's Shareholders' Meeting approved the first Section of the
Remuneration Report, illustrating the Company Policy on
remuneration for the Directors, the Statutory Auditors and Managers
with strategic responsibilities, pursuant to art. 123-ter of the
Consolidated Financial Act (TUF).
***
The today's Shareholders' Meeting also approved the authorization
to the Board of Directors for the purchase and sale of own shares,
also, if so decided by the Board, in compliance with in point 1 and
2 of Consob Resolution 16839/2009, in order to pursue the following
main purposesd: (i) to stabilize the share price of the Company and
supporting liquidity but also (ii) to make it possible to create,
if the Board of Directors will deem it necessary, a `share stock'
to be used as consideration in case of extraordinary transactions
with third parties, even as shares' exchange, in the interest of
the Company. The Shareholders' Meeting authorized the Board of
Directors to purchase own shares in the maximum number permitted by
the Law, for a period of 12 months from the authorization date that
is, until the Shareholders' Meeting which will approve the
Financial Statements as of March 31, 2014 - by using the reserves
available as specified in the last duly approved Financial
Statements. These transactions may be carried out, in one or more
installments, by purchasing shares, pursuant to art. 144-bis,
paragraph 1, letter b, of the Issuer Regulations, in regulated
markets following operating methods provided for in the regulations
for the organization and management of the markets, which do not
permit the direct combination of the purchase negotiation proposals
with predetermined sale negotiation proposals.
The purchases may be made with methods different from those
indicated above pursuant to art. 132, paragraph 3, of the TUF or
other regulations from time to time applicable at the time of the
transaction. The share purchase price will be identified
accordingly from time to time, with regard to the method
preselected for the execution of the operation and in accordance
with the Law provisions, regulations or accepted market practices,
within a minimum and a maximum which may be determined using the
following criteria: · the minimum purchase consideration must not
in any case be 20% lower than the reference price which the share
registered during the Stock Exchange session on the day before each
transaction; · the maximum purchase consideration must not in any
case be 10% higher than the reference price which the share
registered during the Stock Exchange session on the day before each
transaction. If the own share purchase operations are carried out
within the accepted practices with reference to the liquidity
support activity referred to in point 1 of Consob Resolution
16839/2009, notwithstanding the further limits provided for by that
Resolution, the price for the purchase negotiation proposals must
not be higher than the higher of the price of the most recent
independent transaction or the current price of the highest
independent purchase negotiation proposal present in the market in
which the purchase proposals are submitted. The Shareholders'
Meeting authorized the Board of Directors to the sale, in one or
more installments, of any own shares purchased, at a consideration,
which will be set by the Board of Directors, not 20% lower than the
reference price which the share registered during the Stock
Exchange session on the day before each transaction The
authorization to sell is also required to the Shareholders' Meeting
from the date of the resolution of the Shareholders' Meeting and
valid until the Shareholders' Meeting which shall approve the
financial statements of the Company as of March 31, 2014. If the
own share sale operations are carried out within the accepted
practices in relation to the market liquidity support activity, as
referred to in point 1 of Consob Resolution 16839/2009, without
prejudice to the further limits provided for by that Resolution,
the price for the sale negotiation proposals must not be lower than
the lower of the price of the most recent independent transaction
and or the current price of the lowest independent sale negotiation
proposal present in the market in which the sale proposals are
submitted. About Piquadro Piquadro is an Italian brand of
professional and travel leather goods characterized by innovative
design and technological content. The company originated from an
idea of Marco Palmieri, the current Chairman and Chief Executive
Officer. Piquadro is headquartered in Silla di Gaggio Montano, near
Bologna, where it carries out all design, project, planning,
acquisition, quality control, logistics, marketing, communications
and distribution activities. In the fiscal year ended March 31,
2013, consolidated revenues amounted to 56.3 million and
consolidated net profit was approx 3.3 million. Piquadro sells its
products in over 50 countries worldwide, through a distribution
network that includes 96 single-brand boutiques (56 in Italy and 40
abroad di cui 52 DOS-directly operated stores and 44 franchised).
Piquadro has been listed on the Italian Stock Exchange since
October 2007.
Piquadro SpA Investor relationship- Roberto Trotta Phone +39 0534
409001 investor.relator@piquadro.com Piquadro SpA Media
relationship - Paola Di Giuseppe Phone + Tel +39 02 37052501
paoladigiuseppe@piquadro.com
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