COIMA RES (the "Company") 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 (converted with Law no. 27 of April 24th, 2020), 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 2019: the Annual Shareholders’ Meeting in its Ordinary Session approved the Financial Statements for the year ended December 31st, 2019, which display a profit of Euro 20,176,821 and took note of the 2019 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 20th, 2019. The final dividend equals to Euro 7,221,311.60 (Euro 0.20 per share), in compliance with the instructions issued by Borsa Italiana S.p.A., and will be paid on June 17th, 2020 (shares will be listed ex-dividend from June 15th, 2020). 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 June 16th, 2020 (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 among them signed on December 1st, 2015, and renewed on December 1st, 2018, for further three years (i.e. until December 1st, 2021), holding a total of 41.34% of the share capital (of which 40.18% of the share capital contributed to the agreement), appointed, for the financial year 2020 and, therefore, until the approval of the Financial Statements as at December 31st, 2020, the new Board of Directors in the persons of:
• Feras Abdulaziz Al-Naama;
• Manfredi Catella;
• Caio Massimo Capuano;
• Olivier Elamine;
• Luciano Gabriel;
• Alessandra Stabilini;
• Ariela Caglio;
• Antonella Centra; and
• Paola Bruno.
The majority of the Directors elected (7 out of 9) declared that their independence. In particular, the Directors Feras Abdulaziz Al-Naama, 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 Corporate Governance Code in force (July 2018 edition). The presence of the gender less represented on the Board of Directors, in compliance with the provisions of current legislation on gender balance, has increased from 3 to 4 members with the appointment of Paola Bruno.
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) 475,174 shares of the Company while Luciano Gabriel holds 20,000 shares of the Company and Olivier Elamine holds 4,000 shares of the Company.
Purchase and sale of own shares: the Annual Shareholders’ Meeting in its Ordinary Session, subject to revocation of the previous authorisation approved on April 17th, 2019, approved the authorization 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.
It is hereby announced that 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.