Calling of General Shareholders' Meeting – 23 April 2020
Today, the Board of Directors has called the General Shareholders’ Meeting on 23 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, 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) Examination and approval of the Financial Statements for the year ended at 31 December 2019.
2) The following 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;
- to the reserve pursuant to Article 6(2) of Legislative Decree No. 38/2005 €1.1 million;
- the remaining amount carried forward.
It will also be proposed that dividends should be paid as of 20 May 2020, ex-coupon No. 3 on 18 May 2020 (record date: 19 May 2020).
3) Renewal of the Board of Directors and Statutory Auditors
4) Report on Remuneration Policy and Remuneration Paid for 2020
5) Plan for the buy-back and sale of own shares with the following objectives:
- 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 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 10,035,000 own shares representing 3.005% of share capital.
During the extraordinary session:
- amendment of the By-laws to align them with the new legislation on gender balance within the governing bodies of listed companies.
The situation is still evolving and Brembo is following developments relating to the spread of the coronavirus very closely and has taken all necessary monitoring and prevention measures, in concert with local authorities, at all locations concerned.
At present, Italian production remains unaffected by the situation, whereas the Chinese plants (located in Nanjing and Langfang), following a period of additional closure beyond that already planned for the Chinese New Year’s festivities, gradually resumed production between 14 and 17 February.
Due to the possible economic impact of the coronavirus and the current major changes in automotive industry, the global automotive market scenario continues to be marked by a high degree of uncertainty and volatility and a rather limited level of visibility. Within this environment, Brembo will remain constantly committed to improving its strategic positioning on all the markets on which it operates.
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.
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