Ordinary session
Extraordinary session
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Bologna, 4th May 2017 – The Ordinary and Extraordinary Shareholders' Meeting of Datalogic S.p.A. (Borsa Italiana S.p.A: DAL), a company listed in the STAR Segment of the Italian Stock Exchange managed by Borsa Italiana S.p.A. (“Datalogic”) and global leader in the automatic data capture and process automation markets, met today.
Ordinary session
The Shareholders' Meeting has approved the Financial Statements and has reviewed the Consolidated Financial Statements of the Group at 31st December 2016.
The year 2016 generated the best results in the history of Datalogic thus confirming the validity of the strategic choices implemented in the last few years and the on-going technological innovation, the main driver of growth. All economic-financial indicators have improved: revenues increased by 7.7%, at 576.5 million Euro, EBITDA in progress of more than 22% at 90.4 million Euro, with an EBITDA margin of 15.7%, and the net profit showing a 13.1% increase, standing at 45.8 million Euro. Cash generation continues to be high, and the net financial position returning to a positive balance at 3.5 million Euro compared to negative 21 million Euro of the previous year.
The Parent Company, Datalogic S.p.A., closes the year with a net profit of 52.3 million Euro, up by more than 90% compared to 27.4 million Euro of the previous year.
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The Shareholders' Meeting approved the distribution of an ordinary dividend, before taxes, amounting to 30 cents per share (a 20.0% growth compared to the 25 cents per share in 2015), for a maximum amount of about 17.5 million Euro, with a detachment of the coupon on 8th May 2017 (record date 9th May 2017) and payment starting on 10th May 2017.
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The Shareholders’ Meeting also resolved the following:
(i) establishment, pursuant to and in accordance with Art. 20 of the Company Bylaws, of a total and cumulative annual amount of 2,200,000 Euro as the maximum overall remuneration to be assigned to all members of the Board of Directors, including those with key responsibilities, for the current year (2017) and for the fraction of subsequent year (2018), up to the date of approval of the Company financial statements for the year 2017, submitting any decisions on the subdivision of said maximum total amount among the various Directors to the discretion of the Board itself;
(ii) in implementation of the provisions of Article 123-ter, Legislative Decree no. 58/1998 and 84 -quater of the Issuers' Regulations, to express a favourable vote on the first section of the “Report on Remuneration” which describes the policy adopted by the Company regarding the remunerations to Board members and executives with strategic responsibilities, as well as on the procedures applied to the adoption and implementation of said Policy;
(iii) authorisation for the Board of Directors to purchase and dispose treasury shares (which, as at the present date, amount to 302,229 in the Company's portfolio, equal to approximately 0.52% of the share capital), in order to guarantee to the Board an important strategic tool for management and functional flexibility.
The authorisation regards the purchase and disposal of treasury shares within the maximum quantitative limits envisaged by current regulations, for the period between the current date and that in which the Shareholders' Meeting is called upon to approve the financial statements for the year 2017 or, if a new authorisation is not resolved on this occasion, the longer term of 18 months from the date of this Shareholders' Meeting.
Extraordinary session
The Shareholders' Meeting has approved the amendments made to articles 6 and 9 of the Articles of Association of the Company, which aim mainly at introducing the “increased voting rights” of the long-term shareholders of the Company, pursuant to art. 127 quinquies of Legislative Decree 58/1998 (“TUF”) introduced by article 20, paragraph 1 bis, of Legislative Decree no. 91/2014 converted by Law no. 116/2014 (the “Competitiveness Decree”), which allows the grant of up to a maximum of two votes per share. The objective of the proposed amendment is to provide an incentive to the medium-long term investments (long term commitment) by investors and therefore achieving stability in the shareholding structure.
The Shareholders' Meeting has also approved amendments to articles 12, 13, 15, 16, 21 and 22 of the Articles of Association in order to eliminate obsolete references compared to the status of the Company as a listed share issuer company, as well as amendments to articles 11, 17 and 18 in order to make the method for calling the meetings and the management of corporate bodies more efficient and more in line with the current corporate governance.
