April 30, 2018
Shareholders’ meeting
- APPROVED 2017 SEPARATE FINANCIAL STATEMENTS
- APPOINTED NEW BOARD OF DIRECTORS FOR NEXT THREE YEARS
- APPROVED €0.053 DIVIDEND PER ORDINARY AND SAVING SHARES
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Milan, 30 April 2018 – The shareholders of Salini Impregilo S.p.A. met today in an ordinary meeting at the Fondazione Cariplo Conference Centre in Milan.
Separate Financial Statements
The shareholders reviewed and approved the separate financial statements of Salini Impregilo S.p.A. for the year ended December 31, 2017 and authorised by the Board of Directors at its meeting of March 15, 2018.
New Board of Directors
The shareholders:
- established the Board would have 15 members;
- established the Directors’ term of office for a three-year period (2018-2019-2020) and, hence, until approval of the separate financial statements as at and for the year ending December, 31, 2020;
- appointed a new Board, selecting:
- 14 Directors from the list filed by the controlling shareholder Salini Costruttori S.p.A., namely, Pietro Salini, Marina Brogi, Giuseppina Capaldo, Mario Giuseppe Cattaneo, Roberto Cera, Alberto Giovannini, Nicola Greco, Raffaella Leone, Geert Linnebank, Giacomo Marazzi, Franco Passacantando, Laudomia Pucci, Alessandro Salini and Grazia Volo;
- one Director from the list presented by some institutional investors, namely Ferdinando Parente;
- set the annual gross fees of the Chairperson of the Board of Directors at €400,000.00 and those of each of the other Directors at an annual gross €60,000, in line with the fees agreed for the previous Board members, without prejudice to the Board of Directors’ right to set the fees of the Directors with special duties and those of Directors who also act on board committees.
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Furthermore, the shareholders also passed the following resolutions:
2018 Remuneration Report
The Shareholders approved the first section of the 2018 Remuneration Report, prepared in accordance with Article 123-ter of Legislative Decree no. 58/1998, which sets out the company’s 2018 remuneration policies for the Directors and key management personnel. The report is available on the “Remuneration” page of the “Governance” section of the company’s website www.webuildgroup.com.
Adjustment to the Board of Statutory Auditors’ Remuneration
The shareholders approved the adjustment to the Board of Statutory Auditors’ fees to an all-inclusive annual gross amount of €120,000.00 for the Chairperson and an all-inclusive annual gross amount of €80,000.00 for each of the standing statutory auditors starting from 2018. They eliminated the fee previously paid to the Statutory Auditors, including the Chairperson, for their attendance at meetings of the Board of Directors and its committees.
Adjustment to the Independent Auditors’ Remuneration
The shareholders approved the increase in the annual fee paid to the Independent Auditors KPMG S.p.A. for its legally required audit services from €1,050,000.00 to €1,230,000.00 (excluding the ISTAT cost of living increase, out-of-pocket expenses, external consultancies, VAT and the supervisory contribution to Consob, when due). This fee applies to each year of KPMG’s engagement for the legally required audit of the Company’s separate and consolidated financial statements and the review of the condensed interim consolidated financial statements beginning from December 31, 2017 and June 30, 2018, respectively.
Dividend
The shareholders considered the Board of Directors’ proposal and resolved:
- to distribute €0.053, including the legal withholding, to the holders of each existing ordinary and savings share with dividend rights at the ex-dividend date, excluding Treasury shares at that date, using the negative goodwill;
- to set May 21, 2018 as the ex-dividend date and May 23, 2018 as the payment date (record date: May 22, 2018).
- to cover the loss for the year by using all the retained earnings of €60,074,558.27 and part of the negative goodwill of €31,113,648.68.
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The loss for the year is mainly due to the impairment losses recognised on the assets related to the construction of infrastructure in Venezuela. The Directors decided to recognise the impairment losses given the deterioration in the South American country’s credit standing and to comply with the International Financial Reporting Standards. Excluding these non-recurring impairment losses, the Company would have made a profit of approximately €133 million.
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The statement of votes and the meeting minutes will be made available to the public in the manner and timing provided for by the current regulations.
The elected Directors’ curricula vitae are available in the Governance section of the company’s website www.webuildgroup.com.
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After the Shareholders’ Meeting, the newly elected Board of Directors met and:
- appointed Alberto Giovannini as Chairperson and Nicola Greco as deputy chairperson;
- confirmed Pietro Salini as the Chief Executive Officer;
- checked that the Directors Marina Brogi, Giuseppina Capaldo, Mario Giuseppe Cattaneo, Nicola Greco, Raffaella Leone, Geert Linnebank, Giacomo Marazzi, Franco Passacantando, Laudomia Pucci and Ferdinando Parente meet the independence requirements of the Consolidated Finance Act and the Code of Conduct for Listed Companies.