Calling of General Shareholders' Meeting – 18 April 2019
Today, the Board of Directors has called the General Shareholders’ Meeting on 18 April at 10:30 a.m. (CET), at the Company's offices at Viale Europa 2, Stezzano (Bergamo). Among the main items on the agenda, in addition to the approval of the Annual Financial Report, the Board of Directors has resolved to submit the following matters to the forthcoming session of the General Shareholders’ Meeting.
During the ordinary session:
1) Proposal for the distribution of profit of the Parent Brembo S.p.A.
- a gross ordinary dividend of €0.22 per ordinary share outstanding at ex-coupon date;
- the remaining amount carried forward.
It will also be proposed that dividends should be paid as of 22 May 2019, ex-coupon No. 2 (ISIN code IT0005252728) on 20 May 2019 (record date: 21 May 2019).
2) Plan for the Buy-back and Sale of Own Shares:
The new buy-back will aim at:
- undertaking any investments, directly or through intermediaries, including aimed at containing abnormal movements in stock prices, stabilising stock trading and prices, supporting the liquidity of Company’s stock on the market, so as to foster the regular conduct of trading beyond normal fluctuations related to market performance, without prejudice in any case to compliance with applicable statutory provisions;
- carrying out, in accordance with the Company’s strategic guidelines, share capital transactions or other transactions which make it necessary or appropriate to swap or transfer share packages through exchange, contribution, or any other available methods; and
- buying back own shares as a medium-/long-term investment.
The proposal envisages that the Board of Directors may purchase, in one or more tranches, up to a maximum of 8,000,000 ordinary shares, for a minimum price not lower than the closing price of the shares during the trading session on the day before each transaction is undertaken, reduced by 10%, and for a maximum price not higher than the closing price of the shares during the trading session on the day before each transaction is undertaken, increased by 10%.
With reference to the disposal of own shares, the Board of Directors will define, from time to time, in accordance with applicable legislation and/or allowed market practices, the criteria to set the relevant consideration and/or methods, terms and conditions to use own shares in portfolio, taking due 4/10 account of the realisation methods applied, the price trend of the stock in the period before the transaction and the best interest of the Company.
The authorisation is requested for a period of 18 months from the date of the resolution by the General Shareholders' Meeting and for a maximum purchasing amount of €144,000,000, which is adequately covered by the available net reserves recognised in the balance sheet. At present, the Company holds 8,735,000 own shares representing 2.616% of share capital.
During the extraordinary session:
1) Renewal of the granting to the Board of Directors of the power to increase share capital
This is a proposal concerning the renewal of the granting to the Board of Directors of the power — which has already been granted by the Shareholders’ Meeting held on 29 April 2014 and is expiring on 19 April 2019 — to increase share capital, excluding option rights, pursuant to Articles 2443 and 2441, paragraph 4, of the Italian Civil Code.
In this regard, it should also be noted that the Board of Directors has no intention to immediately exercise such power, but rather intends to reserve the possibility to have rapid and flexible access to the necessary financial resources to grasp market opportunities in the context of the Group’s continued growth and international development.
2) Proposed amendment to Article 6 of the By-laws — introduction of loyalty share voting mechanism
In the current global economic and financial scenario, marked by constantly evolving markets, including with respect to the governance instruments adopted in major developed countries, Brembo S.p.A. intends to use the levers for further growth and expansion activated by the Italian legislation, with a view to pursuing its development process.
Accordingly, Brembo S.p.A.’s Board of Directors has resolved to implement the loyalty share voting mechanism within the Company, in order to increase — through a rewarding system — medium/long-term investment in Brembo, thereby fostering stable share ownership, and supporting long-term share value growth.
Stability represents a strategic factor to the success of the Company's organic and non-organic growth projects. In line with the Group’s business model, these projects are expected to develop over a medium-/long-term time horizon, and therefore require the support of shareholders whose investment rationale and return expectations are aligned with said timeframe.
The proposal that the Board of Directors will submit to the forthcoming General Shareholders’ Meeting calls for an increase of two voting rights per share, provided that these shares are held for a period of no less than 24 subsequent months.
Details regarding the above-mentioned draft resolution will be disclosed in the “Illustrative Report of Brembo S.p.A.’s Board of Directors", which will be made available to the public within the terms set forth for the publication of the notice of calling for the General Shareholders' Meeting.
In a complex market scenario, Brembo believes that it may confirm volumes and profitability consistent with those achieved in the previous financial year.
The manager in charge of the Company’s financial reports, Andrea Pazzi, declares, pursuant to paragraph 2 of Article 154-bis of Italy's Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the documented results, books and accounting records.
Annexed hereto are the Statement of Income, Statement of Financial Position and Statement of Cash Flows, which are currently being audited.
Executive Deputy Chairman
Tel. +39 035 605 2090
Head of Investor Relations
Tel. +39 035 605 2145
Simone Piattelli Palmarini
Chief Communication Officer
Tel. +39 035 605 2277