Ordinary session
Extraordinary session
Bologna, 23rd May 2018 – 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 2017.
The year 2017 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 5.1%, at 606 million Euro, EBITDA in progress of more than 14.3% at 103.3 million Euro, with an EBITDA margin of 17%, and the net profit showing a 31% increase, standing at 60.1 million Euro. Cash generation continues to be high, and the net financial position is positive for 30.1 million Euro compared to 3.5 million Euro of the previous year.
The Parent Company, Datalogic S.p.A., closes the year with a net profit of 25.6 million Euro, compared to 52.3 million Euro of the previous year.
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The Shareholders' Meeting approved the distribution of an ordinary dividend, before taxes, amounting to 50 cents per share (a 67% growth compared to the 30 cents per share in 2017), for a maximum amount of about 29.3 million Euro, with a detachment of the coupon on 28th May 2018 (record date 29th May 2018) and payment starting on 30th May 2018.
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The Shareholders’ Meeting also resolved the following:
- establish the number of directors as 8;
- establish as three years as the term of office for the Board of Directors, expiring on the Shareholders’ Meeting called to approve the 2020 Annual Accounts;
- appoint the Board of Directors for the years 2018-2020, electing 7 members from List n.1 presented by the shareholder Hydra holders of 64.65% of the share capital and 1 member from List 2 presented by a group of shareholders, representing 2.02745% of the share capital.
The new Board of Directors is comprised of:
• Cav. Ing. Romano Volta
• Dott.ssa Valentina Volta
• Prof. Angelo Manaresi
• Prof. Avv. Chiara Giovannucci Orlandi
• Dott. Notaio Angelo Busani
• Ing. Filippo Maria Volta
• Ing. Pietro Todescato
• Dott. Roberto Osvaldo Lancellotti
The curricula vitae and additional attached documentation is available at the registered office, at the registered office of Borsa Italiana S.p.A. and on the website www.datalogic.com - Investors/Corporate Governance section;
- Appoint as Chairman of the Board of Directors Romano Volta.
The Shareholders’ Meeting also resolved the following:
(i) establish, 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 (2018) and for the fraction of subsequent year (2019), up to the date of approval of the Company financial statements for the year 2018, submitting any decisions on the subdivision of said maximum total amount among the various Directors to the discretion of the Board itself;
(ii) appoint Patrizia Cornale Alternate Statutory Auditor;
(iii) 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;
(iv) authorisation for the Board of Directors to purchase and dispose treasury shares (which, as at the present date, amount to 622.014 in the Company's portfolio, equal to approximately 1.06% 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 2018 or, if a new authorisation is not resolved on this occasion, the longer term of 18 months from the date of this Shareholders' Meeting.
(v) the approval of the Datalogic S.p.A. Remuneration Plan, known as the “2018-2021 Remuneration Plan”, based on financial instruments and reserved to executives. For a description please refer to the information document published on the website www.datalogic.com.
Extraordinary session
The Shareholders’ meeting resolved, based on prior insertion in the applicable Articles of Association of the right pursuant to art. 2349 of the Italian Civil Code, to confer the Board of Directors with the power to increase share capital, pursuant to articles 2443 and 2349 of the Italian Civil Code, in service of employee remuneration plans, through the issuing of ordinary shares for an amount not exceeding 1% of the company’s share capital.
The Shareholders’ meeting resolved to confer the Board of Directors with the power to increase share capital in one or more tranches, with exclusion of the option right, pursuant to articles 2443 and 2441, paragraph 4, of the Italian Civil Code; subsequent amendment of art. 5 of the applicable Articles of
Association; pertinent and consequent resolutions.
