Bologna, 29th April 2021 – The Ordinary Shareholders' Meeting of Datalogic S.p.A. (Borsa Italiana S.p.A.: DAL), company listed on the STAR segment of the Mercato Telematico Azionario (electronic equity market), organised and managed by Borsa Italiana S.p.A. (“Datalogic” or “Company”) and global leader in the automatic data acquisition and industrial automation sectors, was held today, chaired by the Company's Chairman Mr. Romano Volta.
The Shareholders' Meeting approved the Company’s financial statements and examined the Group consolidated financial statements as at 31 December 2020 and the Consolidated Non-Financial Report pursuant to Legislative Decree 254/2016.
The consolidated results for 2020 showed revenues of 479.8 million Euro (-18.1% YoY), Adjusted EBITDA of 58.3 million Euro with an Adjusted EBITDA margin of 12.2% and net profit of 13.9 million Euro, with a percentage incidence on turnover of 2.9%; the Net financial position was a positive for 8.2 million Euro.
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The Shareholders' Meeting approved the distribution of an ordinary dividend per share, gross of legal withholdings, of 17 Euro cents, with coupon detachment on 24 May (record date 25 May 2021) and payment from 26 May 2021, for a total maximum amount of 9,935,903 Euro, and the allocation of the remaining part of the year’s result to available reserves, considering that the legal reserve has reached one-fifth of share capital pursuant to article 2430 of the Italian Civil Code.
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The Shareholders’ Meeting also resolved the following:
- to establish the number of directors as 7;
- to set the term of office of the Board of Directors at three financial years, expiring on the Shareholders’ Meeting called to approve the Company’s financial statements as at 31 December 2023;
- to appoint the Board of Directors for the years 2021-2023, electing 6 members from List n.1 presented by the shareholder Hydra, holder of 64.85% of the share capital and 78.65% in the Company’s voting share capital (no. 37,900,000 ordinary shares) and electing 1 member from List 2 presented by a group of shareholders, representing 4.53% of the share capital;
- appoint Mr. Romano Volta as the Chairman of the Board of Directors of the Company, until the date of the Shareholders' Meeting called to approve the Company’s financial statements as at 31 December 2023.
On the basis of the two lists presented, the new Board of Directors is comprised of:
- Mr. Romano Volta
- Ms. Valentina Volta
- Mr. Angelo Manaresi (*)
- Ms. Chiara Giovannucci Orlandi (*)
- Mr. Filippo Maria Volta
- Ms. Vera Negri Zamagni (*)
taken from slate no.1
and
- Mr. Roberto Pisa (*)
taken from slate n.2
(*) Candidates declaring their eligibility as independent directors.
The curricula vitae and additional attached documentation is available at the registered office and on the website www.datalogic.com – Corporate Governance section.
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The Ordinary Shareholders' Meeting also resolved to:
(i) establish, pursuant to and in accordance with article 20 of the Articles of Association, at EUR 2,500,000.00 the maximum annual global remuneration that can be assigned to all the members of the Board of Directors, including those vested with special offices, for the current financial year (2021) and for the fraction of the following financial year (2022), up to the date of approval of the Company's financial statements for the year 2021, leaving it to the discretion of the Board to decide on the allocation of said maximum global amount among the various Directors.
(ii) in implementation of the provisions of article 123-ter of Legislative Decree no. 58/1998 and 84-quater of the Issuers' Regulation, approve the 2021 remuneration policy pursuant to the first section of the Report on the policy regarding remuneration and fees paid and express a favourable vote on the second section of the abovementioned Report on compensation paid in 2020;
(iii) revoke, for the part not yet executed as at the date of the Shareholders' Meeting, the authorisation to the Board of Directors to purchase treasury shares resolved by the Shareholders' Meeting on 4 June 2020 and, at the same time, authorise the Board of Directors, pursuant to and in accordance with article 2357 et seq. of the Italian Civil Code and art. 132 of Legislative Decree no. 58/ 1998, to carry out purchases of Company treasury shares, in one or more tranches, for a period not exceeding 18 months from the date of effectiveness of this resolution.
The minutes of the Shareholders' Meeting will be made available to the public in the form and terms prescribed by law.
