THE SHAREHOLDERS’ MEETING OF SAFILO GROUP S.P.A.
APPROVES THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2016
Appointment of the Board of Statutory Auditors
Approval of the Stock Option Plan 2017-2020 and consequent capital increase
Approval of the Share Buy-Back Program
Transfer of the Company’s registered office
Padua, April 26, 2017 – The Shareholders’ Meeting of Safilo Group S.p.A., held today in single call, has discussed and approved the Company’s 2016 financial statements and the Board of Directors’ report and, furthermore, viewed the consolidated financial statements.
The Ordinary Shareholders’ Meeting has also:
- approved the report on remuneration submitted to the Shareholders’ Meeting in accordance with Art. 123-ter TUF (the Consolidated Law on Finance) and resolved favorably upon the remuneration policy and procedures adopted by the Company;
- appointed the new Board of Statutory Auditors, which is now composed of Carmen Pezzuto, appointed from the minority list presented by Only 3T S.r.l. and accordingly appointed as Chairman of the Board of Auditors, Bettina Solimando and Franco Corgnati as standing statutory auditors from the majority list presented by the shareholder Multibrands Italy B.V., Marzia B. Reginato and Gianfranco Gaudioso as alternative statutory auditors, respectively from the majority and the minority list.The Board will hold office until the approval of the financial statements at 31.12.2019.
The Company thanks Paolo Nicolai for his important contribution during his mandate as Chairman of the Board of Statutory Auditors;
- approved the Share Buy-Back Program proposed by the Board of Directors held on March 15, 2017.The Program calls for the purchase and disposal of treasury shares for up to 2,500,000 shares. Each purchase shall be executed in regulated markets at a price not lower than 10% and not higher than 5% of the average of official prices of Safilo Group shares over the five trading days prior to the date of the purchase trade, and in any case not higher than 10,00 EUR per share.
The Program aims to provide the Company with strategic investment opportunities in the framework of the purposes admitted by national and European laws in force, including the service of stock option plans and any other purpose set out by the “market practices” admitted by Consob;
- approved the new Stock Option Plan 2017-2020 proposed by the Board of Directors held on March 15, 2017. The Plan provides for the granting of options allowing newly issued ordinary shares of the Company to be reserved to a selected group of senior executives, directors and key talented employees of the Company and/or its subsidiaries identified by the Board of Directors, on the basis of the proposal of the Remuneration and Nomination Committee, amongst those individuals who hold a key role in achieving the strategic objectives of the Company.
The Plan is aimed at supporting the improvement of the Company’s long-term performance and the creation of shareholder value through the retention of individuals deemed key to the Group’s development and with the aim of aligning the objectives of the beneficiaries with those of the Company’s shareholders.
In accordance with the Plan, a maximum of 2,500,000 options will be issued and granted to the beneficiaries, subject to the achievement of predetermined performance targets, and will give the beneficiaries the right to subscribe one ordinary share of the Company for every option assigned.
In the Extraordinary session, for the purpose of implementing the abovementioned Stock Option Plan, the Shareholders’ Meeting has approved a paid, also in multiple tranches, and separable capital increase, with exclusion of the option rights according to Article 2441, paragraph 4, second sentence, of the Civil code, by means of the issuance of a maximum of 2,500,000 shares, par value 5 euro each, for a maximum nominal value equal to Euro 12,500,000.
The Shareholders’ Meeting has also approved, in the extraordinary session, the transfer of the Company’s registered office from Pieve di Cadore (BL – Italy), Piazza Tiziano no. 8 to Padova (PD ‐ Italy), Settima Strada no. 15, current secondary offices of the Company, to enhance operational efficiency and rationalize costs, provided that the registered offices of the other controlled companies Safilo S.p.A. and Safilo Industrial S.r.l. are in Padova at the same address. Following the above‐mentioned transfer of the Company’s registered office, Article 2 of the Articles of Association will be amended and the secondary office in Padova (PD), Settima Strada no. 15, will be eliminated and transformed into the registered office.
All the documentation relating to the Shareholders’ Meeting is available on the Company’s website at http://investors-en.safilogroup.com.