THE SHAREHOLDERS’ MEETING OF MAIRE TECNIMONT HAS APPROVED:
As an ordinary session
- the financial statements as at 31 December 2013;
- the first section of the Remuneration Report prepared in accordance with Art. 123-ter of Italian Legislative Decree no. 58/98;
- the integration of the Board of Auditors;
As an extraordinary session
- the convertibility, in accordance with Art. 2420-bis, paragraph 1 of the Italian Civil Code, of the equity-linked Bonds issued by the Company and related divisible share capital increase in exchange for cash payment, exclusively for the purpose of its conversion.
Milan, 30 April 2014 - Maire Tecnimont S.p.A.’s ordinary and extraordinary shareholders’ meetings were held today on their first call. Shareholders approved all items on the agenda during both sessions chaired by Fabrizio Di Amato.
More specifically, in the ordinary session, shareholders approved the financial statements as at 31 December 2013 for Maire Tecnimont S.p.A.. The first section of the Remuneration Report prepared in accordance with Art. 123-ter of Italian Legislative Decree no. 58/98 was also approved.
The shareholders’ meeting continued its ordinary session by integrating the Board of Auditors with the appointment of Marco Pardi as alternate auditor. He will remain in office for FYs 2014 and 2015, i.e. until approval of the financial statements as at 31 December 2015. Marco Pardi’s resume is available from the Company’s website (www.mairetecnimont.it).
In the extraordinary session, shareholders authorised the convertibility, in accordance with Art. 2420-bis, paragraph 1 of the Italian Civil Code, of the equity-linked Bonds named “€80 million 5.75 percent. Unsecured Equity-Linked Bonds due 2019” reserved to qualified investors, worth €80 million and due on 20 February 2019. This was approved by the Board of Directors on 11 February 2014, following which it was then issued on 20 February 2014. Shareholders therefore approved the proposed divisible share capital increase in exchange for cash payment, with the exclusion of pre-emption rights pursuant to Art. 2441, paragraph 5 of the Italian Civil Code, for a total of up to €80 million (including the premium). This will be paid in one or more tranches through the issuance of up to 36,533,017 ordinary shares with the same characteristics as the ordinary shares issued already, reserved exclusively and irrevocably for the conversion of these Bonds, according to the related terms and conditions. The price per share is €2.1898 (of which €0.01 to be allocated to share capital and €2.1798 as premium), subject to any adjustments to the conversion price as established by the Bonds terms and conditions. As a consequence Art. 6 of the Company’s Bylaw has been amended.
The minutes of the shareholders’ meeting of Maire Tecnimont will be made available to the public in accordance with the terms and conditions defined by current legislation.
In his capacity as manager responsible for preparing corporate accounting documents, Dario Michelangeli hereby declares - in accordance with paragraph 2 of Art. 154-bis of Italian Legislative Decree no. 58/1998 (the “Consolidated Law on Finance”) - that the accounting information given in this press release coincides with the documented results, books and accounting entries.
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 & 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 4,300 employees, of whom over half work abroad. For more information: www.mairetecnimont.com.
Carlo Nicolais firstname.lastname@example.org
Simona Raffaelli, Alfredo Mele, Claudia Arrighini