COIMA RES announces that the Company’s Annual Shareholders’ Meeting, in its ordinary session, was held today under the chairmanship of Caio Massimo Capuano. In consideration of the health emergency connected to the COVID-19 epidemic and taking into account the regulatory provisions issued for the containment of the contagion, in accordance with the provisions of art. 106, paragraph 4, of the Law Decree of March 17th, 2020, no. 18, as extended by effect of paragraph 6 of art. 3 of the law decree n. 183 of December 31st, 2020, converted with amendments into Law February 26th, 2021, n. 21, the participation in the Annual Shareholders' Meeting by the entitled parties took place exclusively through the representative appointed by the Company pursuant to art. 135-undecies of the Legislative Decree February 24th, 1998, n. 58.
Financial Statements and Dividend 2020: the Annual Shareholders’ Meeting, in its Ordinary Session, approved the Financial Statements for the year ended December 31st, 2020, which display a profit of Euro 10,933,612.00, and took note of the 2020 Consolidated Financial Statements. With regards to the allocation of the profit for the year, the Annual General Meeting resolved to allocate to dividends Euro 10,831,967.40 (Euro 0.30 per share), of which Euro 3,610,655.80 (Euro 0.10 per share) already distributed on November 18th, 2020. The final dividend equals to Euro 7,221,311.60 (Euro 0.20 per share) and, in compliance with the instructions issued by Borsa Italiana S.p.A., will be paid on April 28th, 2021 (shares will be listed ex-dividend from April 26th, 2021). 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 27th, 2021 (record date).
Remuneration Report: the Annual Shareholders’ Meeting in its Ordinary Session also approved, in accordance with current legislation, with a binding resolution, the first section of the Remuneration Report and the remuneration paid and, with non-binding resolution, the second section of the same Remuneration Report.
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 signed among them on December 1st, 2015, and renewed on December 1st, 2018, for further three years (i.e. until December 1st, 2021), holding a total of 41.42% of the share capital (of which 40.18% of the share capital contributed to the agreement), appointed, for the financial year 2021 and, therefore, until the approval of the Financial Statements as at December 31st, 2021, the new Board of Directors in the persons of:
• Caio Massimo Capuano;
• Manfredi Catella;
• Feras Abdulaziz Al-Naama;
• Alessandra Stabilini;
• Olivier Elamine;
• Luciano Gabriel;
• Ariela Caglio;
• Antonella Centra; and
• Paola Bruno.
The majority of the Directors elected (6 out of 9) declared their independence. In particular, the Directors Olivier Elamine, Luciano Gabriel, Alessandra Stabilini, Ariela Caglio, Antonella Centra and Paola Bruno 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 February 24th, 1998) and by the new Corporate Governance Code.
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 www.coimares.com in the Governance section. As of today, Manfredi Catella holds (directly and indirectly, through the companies COIMA SGR S.p.A. and COIMA S.r.l.) 506,869 shares of the Company while Luciano Gabriel holds 20,000 shares of the Company and Olivier Elamine holds 4,000 shares of the Company.
Appointment of the Board of Statutory Auditors: the Ordinary Shareholders' Meeting, based on the single list presented by the Shareholder COIMA SGR S.p.A., on behalf of the shareholders Qatar Holding LLC, COIMA SGR S.p.A., COIMA S.r.l. and Manfredi Catella - adhering to the aforementioned shareholders' agreement, stipulated on December 1st, 2015 - also appointed for the financial years 2021, 2022 and 2023, and therefore until the approval of the financial statements at December 31st, 2023, the new Board of Statutory Auditors in the persons of:
• Massimo Laconca – Chairman
• Milena Livio – Standing Auditor
• Marco Lori – Standing Auditor
• Emilio Aguzzi de Villeneuve – Alternate Auditor
• Maria Stella Brena – Alternate Auditor
• Maria Catalano – Alternate Auditor
The curricula of the members of the Board of Statutory Auditors are available on the Company's website www.coimares.com in the Governance section.
Purchase and sale of own shares: the Annual Shareholders’ Meeting, in its Ordinary Session, subject to revocation of the previous authorisation approved on June 11th, 2020, approved the authorisation 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.
The minutes of the Annual General Meeting will be made available to the public in the manner and within the timeframe provided for by the applicable legislation.
The manager in charge of preparing the corporate accounting documents Fulvio Di Gilio declares, pursuant to paragraph 2 of article 154 bis of Legislative Decree February 24th, 1998, n. 58, that the accounting information contained in this press release corresponds to the documentary results, books and accounting records.