Milan, 15 March 2017 – Maire Tecnimont S.p.A. (the “Company”) announces today that the Board of Directors has examined and approved the 2017 Remuneration Report, pursuant to article 123-ter of Italian Legislative Decree 58/1998 (“TUF”) and the Report on Corporate Governance and Ownership Structure for the 2016 financial year, pursuant to article 123-bis of the TUF.
The Board of Directors has also examined the requirements of independence of Directors Gabriella Chersicla, Vittoria Giustiniani, Andrea Pellegrini, Patrizia Riva and Maurizia Squinzi, pursuant to the Code of Conduct of Borsa Italiana S.p.A. and the TUF.
Ordinary Shareholder’s Meeting call
The Board of Directors has resolved to call an ordinary shareholders’ meeting to be held on 26 April 2017, on first call, and, if required, on 27 April 2017 on second call, in order to approve the financial statements for the fiscal year as at 31 December 2016, the allocation of the year’s profit and the approval of the first section of the 2017 Remuneration Report pursuant to article 123-ter, paragraph 3, of the TUF.
The Board of Directors has also resolved to submit to the approval of the ordinary shareholders’ meeting, pursuant to article 114-bis of the TUF, the adoption of a Restricted Stock Plan for the three-year period of 2017-2019 (the “Plan”), covering selected key resources as well as a proposal relating to purchase authorisations and treasury shares subject to the revocation of the previous authorization approved by the ordinary shareholders’ meeting held on 15 December 2015.
The Restricted Stock Plan for2017-2019, dedicated to the Company’s Chief Executive Officer and General Manager as well as to other beneficiaries to be selected among the Senior Managers and the Top Managers of the Group (the “Beneficiaries”), is aimed to ensure the retention of selected key figures and to incentive the Beneficiaries to create value for shareholders in the long-term, ensuring the full alignment of the interests of the management with those of the shareholders. The Plan provides for the free grant of Company’s ordinary shares to the Beneficiaries at the end of the Retention period, meaning the approval of the 2019 consolidated financial statements, subject to the effective employment, collaboration or administration relationships between the Beneficiary and the Company or one of the Group’s companies on the effective date of granting of the shares. The Company’s treasury shares will be used for the Plan. The rights awarded to the Beneficiaries are personal and non-transferrable. Under the Plan, the granted shares are not subject to any lock-up period.
The Plan’s details are described in the Information Document, pursuant to article 84-bis of the Consob Issuer’s Regulations, n. 11971 of 14 May 1999 (“Issuers’ Regulations”) and in the Report, pursuant to articles 114-bis and 125-ter of the TUF and article 84-ter of the Issuers’ Regulations, approved by the Board of Directors today.
The Board of Directors has also approved the proposal to submit to the shareholders’ meeting the request for authorisations for thepurchase and disposal of treasury shares, up to a maximum amount of no. 20,000,000 ordinary shares, equal to 6.54% of the shares currently in circulation, subject to the revocation of the authorization approved by the ordinary shareholders’ meeting of 15 December 2015. The request for authotization for the purchase and disposal of treasury shares aims to pursue objectives such as, but not limited to, share incentive plans, the conversion of debt instruments convertible into equity instruments, extraordinary transactions (including the exchange of holdings) of interest for the Company and, through an intermediary, to stabilize the security and regularized the trading and price performance. The Board of Directors intends to propose to the shareholders’ meeting to resolve that the authorisation for the purchase of the treasury shares shall have a duration of 18 months, while the authorisation for the disposal of the treasury shares is requested for unlimited period.
The proposal provides, in addition, that the unit price for the purchase of shares be established from time to time for each individual transaction, provided that purchases of shares may be made at a price not higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out provided that the above mentioned unit price may not be lower in the minimum of 10% and not higher in the maximum of 10% than the reference price of the security on the Stock Market trading session on the day prior to each individual transaction. At the date of this press release, the Company does not hold treasury shares.
Details on the proposal relating to the authorisation of purchases and disposal of treasury shares are available in the Report, pursuant to articles 125-ter of the TUF and article 73 of the Issuers’ Regulations, approved by the Board of Directors today.
In accordance with applicable laws, the call notice of the Shareholders’ Meeting, the Information Document and all the Reports by the Board of Directors will be made available to the public at the Company’s registered and operative offices, on the websitewww.mairetecnimont.com under the “Governance/Shareholders’ Meeting Documents” section, on Borsa Italiana S.p.A. as well as on the “1info” (www.1info.it) authorised storage system.
Updated corporate events calendar for the year 2017
Below is the Company’s corporate events calendar for the year 2017, updated as a result of the Board of Directors’ resolution to call the Ordinary Shareholders’ Meeting on 26 April 2017, in first call, and, if necessary, on 27 April 2017 in second call.
26 April 2017
27 April 2017
Annual Shareholders’ Meeting to approve the Financial Statements as at 31 December 2016 (1st and 2nd call)
11 May 2017
Board of Directors’ Meeting to approve the Interim Financial Report as at 31 March 2017
27 July 2017
Board of Directors’ Meeting to approve the Interim Financial Report as at 30 June 2017
8 November 2017
Board of Directors’ Meeting to approve the Interim Financial Report as at 30 September 2017
Following each Board of Directors’ meeting to approve the periodic financial statements, a press release will be published and there will be a conference call (audio-conference and webcast) with the financial community; dates and timing will be duly announced as soon as they are scheduled.
Any other changes to the dates shown above will be promptly communicated to the market.
Maire Tecnimont S.p.A.
Maire Tecnimont S.p.A. is a company listed with the Milan stock exchange. It heads an industrial group (the Maire Tecnimont Group) that leads the international Engineering & Construction (E&C), Technology & Licensing and Energy Business Development & Ventures markets, with specific competences in plants, particularly in the hydrocarbons segment (Oil & Gas, Petrochemicals and Fertilisers), as well as in Power Generation and Infrastructures. The Maire Tecnimont Group operates in approximately 30 different countries, numbering around 45 operative companies and a workforce of about 5,000 employees, of whom over half work abroad. For more information: www.mairetecnimont.com.
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