BASICNET: BasicNet S.p.A. Shareholders’ AGM:
- 2018 Separate Financial Statements approved.
- Dividend of Euro 0.12 per share. Pay-out ratio 30.8%(*).
- Board of Directors and its Chairman appointed.
- Board of Statutory Auditors and its Chairman appointed.
- Group Remuneration Policy Report approved.
- Share buy-back and utilisation plan authorised.
Board of Directors:
- Vice Chairperson of the Board of Directors Daniela Ovazza appointed.
- Chief Executive Officer Federico Trono appointed.
Turin, April 19, 2019 - The Shareholders’ AGM of BasicNet S.p.A., chaired today by Marco Boglione, approved the 2018 Separate Financial Statements and the distribution of a dividend of Euro 6.5 million, corresponding to Euro 0.12 gross for each outstanding share. The dividend, concerning coupon No. 12, will be paid from May 22, 2019, with record date of May 21, 2019 and coupon date of May 20, 2019.
On the occasion of the AGM, Marco Boglione, Chairman and Founder of BasicNet S.p.A., stated: “A new cycle begins today for BasicNet”. The objective of the new BoD is to committedly work to ensure that BasicNet’s success over the past three years continues, as we create an even more youthful, competent, creative, ambitious and tenacious enterprise - expanding it to reflect this evolution.”
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The Shareholders’ AGM also:
- appointed for three years the new Board of Directors, comprising 14 Directors, electing:
- from the slate filed by the shareholder BasicWorld S.r.l., which holds 20,206,065 shares, equal to 33.128% of the share capital, 13 Directors, as: Marco Boglione – Chairman, Alessandro Boglione, Lorenzo Boglione, Veerle Bouckaert, Paola Bruschi, Cristiano Fiorio, Francesco Genovese, Renate Marianne Hendlmeier, Alessandro Jorio, Adriano Marconetto, Daniela Ovazza, Carlo Pavesio, Federico Trono.
- from the slate filed by the legal firm Trevisan & Associati on behalf of a number of shareholders, holding a total of 7,522,644 shares, equal to 12.33% of the share capital, 1 Director, as Ms. Elisa Corghi.
- appointed for three years the new Board of Statutory Auditors and its Chairman, electing:Â
- from the slate filed by the shareholder BasicWorld S.r.l., which holds 20,206,065 shares, equal to 33.128% of the share capital, Messrs. Sergio Duca and Alberto Pession – Statutory Auditors and Maurizio Ferrero - Alternate Auditor;
- from the slate filed by the legal firm Trevisan & Associati on behalf of a number of shareholders, holding a total of 7,522,644 shares, equal to 12.33% of the share capital, Ms. Maria Francesca Talamonti - Chairperson of the Board of Statutory Auditors and Giulia De Martino - Alternate Auditor.
The Directors Elisa Corghi, Cristiano Fiorio, Renate Hendlmeier and Adriano Marconetto declared their independence in accordance with Article 148, paragraph 3 of the CFA, in addition to Article 3 of the Self-Governance Code promoted by Borsa Italiana and adopted by BasicNet S.p.A..
The profiles of the members of the Corporate Boards are available in the Corporate Governance section of the website www.basicnet.com.
In terms of the shareholdings of Directors, the information contained in the Remuneration Report published on the website www.basicnet.com was confirmed, to which reference should be made.
The Shareholders Meeting also approved:
- the Remuneration Report in accordance with Article 123-ter of Legislative Decree 58/1998, previously noted and communicated to the market;
- the authorisation to purchase and utilise treasury shares. The programme permits the purchase of treasury shares for a maximum Euro 4 million and a maximum number which, considering shares already held by the Company, does not exceed the statutory limits, for a period running from today’s Shareholders’ AGM until the Shareholders’ Meeting for the approval of the 2019 Annual Accounts. The authorisation for the utilisation of treasury shares is without time limit.
(*) percentage of consolidated net profit distributed as dividend
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- reconfirmed Daniela Ovazza as Vice Chairperson of the Board of Directors;
- appointed Federico Trono as the Chief Executive Officer;
- ascertained the independence of the Directors: Elisa Corghi, Cristiano Fiorio, Renate Marianne Hendlmeier and Adriano Marconetto;
- noted the independence of the members of the Board of Statutory Auditors;Â
- appointed to the Remuneration Committee: the Non-Executive Director Carlo Pavesio, as Chairman, the Non-Executive Vice Chairperson Daniela Ovazza and the Independent Directors Elisa Corghi, Renate Marianne Hendlmeier and Adriano Marconetto;
- appointed to the Control and Risks Committee the Independent Directors Renate Marianne Hendlmeier as Chairperson, Elisa Corghi and Adriano Marconetto;
- appointed the Director Paola Bruschi as the Executive Officer for Financial Reporting;
- confirmed the non-renewal indemnity of the previous Chief Executive Officer Gianni Crespi, as reported in the Remuneration Report published on the company website www.basicnet.com, to which reference should be made.
Conclusion of the treasury share buy-back plan authorised by the Shareholders’ AGM of April 24, 2018
With today’s AGM, the treasury share buy-back plan approved by the AGM of April 24, 2018, whose commencement was communicated to the market on April 26, 2018, has concluded. Based on this authorisation, the Company acquired 666,643 treasury shares, equal to 1.09% of the Share Capital, at an average price of Euro 4.276, for a total investment of Euro 2,850,536. BasicNet today holds a total of 7,042,622 treasury shares (11.546% of the Share Capital), for a total investment of over Euro 18 million.
Filing of documentation
The 2018 Separate and Consolidated Financial Statements, in addition to the further documentation required by Article 77 of Consob Resolution No. 11971 of May 14, 1999, were filed at the registered office in Turin, Largo Maurizio Vitale, 1, and made available to the public on the website www.basicnet.com, and on the authorised storage website www.1info.it.
The minutes of the Shareholders’ AGM will be made available to the public through the same means and in accordance with law.
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