- Financial Statements as at 31 December 2020 approved
- Proposal to cover the loss for the year of Euro 13,201,538.89 through use of the "Retained earnings reserve” approved
- The distribution of a dividend, through the use of available reserves, totaling Euro 38,122,290.11, approved
- Remuneration Policy for 2021 and Second Section of the "Report on the 2021 Remuneration Policy and fees paid" approved
- Proposal to adopt the “2021-2023 Long Term Incentive Plan of Maire Tecnimont Group” approved
- Authorization for the purchase and disposal of treasury shares approved
Milan, 15 April 2021 – The Shareholders' Meeting of Maire Tecnimont S.p.A. ("the "Company") held today, in first call, chaired by Fabrizio Di Amato, noting the Consolidated Financial Statements at 31 December 2020 which closed with a consolidated net profit attributable to the Group of Euro 57,801,000, has approved:
- the Company's financial statements for the year ended 31 December 2020, which report a loss of Euro 13,201,538.89;
- the proposal of the Board of Directors to cover the loss for the year of Euro 13,201,538.89, through utilizing “Retained earnings” for Euro 47,456,372.98, attributable entirely to the carrying forward of earnings for the year ended 31 December 2019, which, following the coverage of the loss indicated above, will amount to Euro 34,254,834.09; and
- the proposal of the Board of Directors to distribute a dividend totaling Euro 38,122,290.11, divided among the 328,640,432 ordinary shares with no par value currently outstanding with dividend rights, and thus a dividend of Euro 0.116, gross of withholding taxes, per share through the use of available reserves as follows: i) Euro 34,254,834.09 through the full use of the "Retained earnings reserve”, to be considered primarily attributable to retained earnings relating to the year ended 31 December 2019, for the portion not used to cover the loss for the year ended 31 December 2020, and retained earnings relating to the year ended 31 December 2018; and ii) Euro 3,867,456.02 through the partial use of the "Extraordinary reserve" formed from profits arising in years prior to the year ended 31 December 2018.
The Shareholders’ Meeting also approved:
- in accordance with Article 123-ter, paragraph 3-ter, of Legislative Decree No. 58/1998 (“CFA”) and all other legal and regulatory provisions, and therefore through a binding motion, the 2021 Remuneration Policy;
- in accordance with Article 123-ter, paragraph 6 of the CFA and all other legal and regulatory provisions, and therefore with a non-binding motion, the Second Section of the “Report on the 2021 Remuneration Policy and fees paid”;
- pursuant to Article 114-bis of the CFA, the adoption of an incentive plan named “2021-2023 Long-term Incentive Plan of Maire Tecnimont Group” reserved to the Chief Executive Officer and Chief Operating Officer of Maire Tecnimont as well as to selected Top Managers of Maire Tecnimont Group’s companies, granting the Board of Directors, with the express faculty of sub-delegation, the widest powers necessary or appropriate, after having consulted the Remuneration Committee and the Board of Statutory Auditors, to fully implement the above Incentive Plan approved.
The Shareholders’ Meeting also authorized the Board of Directors to purchase and dispose of treasury shares as per Articles 2357 and 2357-ter of the Civil Code, Article 132 of the CFA and Article 144-bis of Consob Issuers’ Regulation 11971/1999, as subsequently amended, according to the means proposed by the Board of Directors on 10 March 2021.
Authorization was granted to acquire treasury shares up to a maximum 10,000,000 ordinary shares, 3.04% of the shares currently in circulation.
The authorization for the purchase and disposal of treasury shares aims at allowing the Company to purchase and dispose of ordinary shares, in full compliance with the European and national legislations currently in force for all purposes permitted by the applicable rules, including those relevant to Article 5 of the EU Regulation 596/2014 (“MAR”) and for the support of market liquidity according to the practices accepted by Consob as per Article 13 MAR, in compliance with the terms and manner which will be possibly approved by the competent corporate bodies, and to supply treasury shares dedicated to the compensation or incentive plans based on Maire Tecnimont shares adopted by the Company as per Article 114-bis of the CFA.
The authorization for the purchase of the treasury shares shall have a duration of 18 months, while the authorization for the disposal of the treasury shares is requested with no time limits. The unit price for the purchase of shares will 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 also 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.
In accordance with art. IA.2.1.2, par. 1 of the Instructions for the Regulations of the Markets organized and managed by Borsa Italiana S.p.A., the Company, moreover, announces that:
- the detachment of the coupon No. 6, representative of the dividend is set for 19 April 2021 (i.e. “ex date”), with payment from 21 April 2021 (i.e. “payment date”);
- the dividend equal to Euro 0.116 per share, gross of any withholding tax, for each share in circulation as at the detachment date of coupon No. 6, for a total amount of Euro 38,122,290.11, will be distributed by using available reserves as follows: i) Euro 34,254,834.09 through the full use of the "Retained earnings reserve”, to be considered primarily attributable to retained earnings relating to the year ended 31 December 2019, for the portion not used to cover the loss for the year ended 31 December 2020, and retained earnings relating to the year ended 31 December 2018; and ii) Euro 3,867,456.02 through the partial use of the "Extraordinary reserve" formed from profits arising in years prior to the year ended 31 December 2018;
- pursuant to Article 83-terdecies of the CFA, the entitlement to payment of the dividend is based on the records in the intermediary's accounts referred to in Article 83-quater, paragraph 3, of the CFA, at the end of the accounting day of 20 April 2021 (“record date”).
The summary account of voting shall be made available on the company website www.mairetecnimont.com on the page https://www.mairetecnimont.com/en/governance/shareholders-meeting-documents/ordinary-shareholders-meeting-15-april-2021, in accordance with Article 125-quater of the CFA, by the required deadline of five days after the Shareholders’ Meeting.
The minutes of the Shareholders’ Meeting of Maire Tecnimont S.p.A. will be made available to the public in the manner and time required by the current legislation.
Dario Michelangeli, as Executive for Financial Reporting, declares – in accordance with paragraph 2, article 154-bis of Legislative Decree No. 58/1998 (“Consolidated Finance Act”)– that the accounting information included in this press release corresponds to the underlying accounting records.
Maire Tecnimont S.p.A.
Maire Tecnimont S.p.A., listed on the Milan Stock Exchange, heads an industrial group which leads the global natural resource processing industry (downstream oil & gas plant engineering, with technological and executive expertise). Its subsidiary NextChem operates in the field of green chemicals and technologies in support of the energy transition. The Maire Tecnimont Group operates in 45 countries, through 50 companies and about 9,100 people. For further information: www.mairetecnimont.com.
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