We receive and publish the press release issued by Centrale del latte d'Italia
The Shareholders' Meeting of Centrale del Latte d'Italia SpA (“CLI” or the “Company”) – the third Italian operator in the fresh and long-life milk market, listed on Euronext Milan of the Italian Stock Exchange – met today on first call, under the chairmanship of Dr. Angelo Mastrolia and in the presence of 76,69% of the voting rights, exclusively through proxies and sub-proxies granted to the Designated Representative, Studio Segre Srl, pursuant to art. 135-undecies and 135-novies of the TUF and in compliance with the provisions of art. 106 of Legislative Decree 18/2020, converted by Law n. 27/2020 and as lastly extended by virtue of Law no. 21/2024.
Approval of changes to the Articles of Association
In an extraordinary session, the Company's Shareholders' Meeting examined and approved the proposed amendments to the Articles of Association relating to:
• the adoption of the one-tier administration and control model, characterized by the presence of a Board of Directors, which is responsible for the management function, and a Management Control Committee, established within the Board itself, with control functions check;
• the introduction of the so-called strengthened vote increase pursuant to art. 127-quinquies, paragraph 2, of the TUF, as amended by Law no. 21/2024. As a result of this introduction, in addition to the attribution already provided for in the Articles of Association of an increased vote up to a maximum of two votes for each share belonging to the same person for a continuous period of no less than twenty-four months starting from the date of registration in the list special for the increased vote (so-called ordinary vote increase), an additional vote will be attributed at the expiry of each twelve-month period, following the maturation of the aforementioned continuous period for the ordinary vote increase, in which the share has belonged to the same person registered in the specific list kept by the company, up to a total maximum of ten votes per share. With reference to the subjects who, on the date of registration of the resolution to amend the bylaws with the competent company register, have already accrued the ordinary increased vote and are registered in the list, the additional twelve-month periods for the attribution of the enhanced vote increase will take effect from the date of registration of the resolution; And
• the introduction of the rules for participation in the meeting and the exercise of the right to vote exclusively through the representative designated pursuant to article 135-undecies.1 of the TUF, as introduced by Law no. 21/2024
Approval of the financial statements as of 31 December 2023
The ordinary Shareholders' Meeting examined and approved the financial statements for the year ended 31 December 2023, as resolved by the Board of Directors on 18 March 2024 and already made known with the press releases issued on the same day and available on the Company's website at the address http://centralelatteitalia.com/, as well as at the authorized storage mechanism at the address www.emarketstorage.com, to which reference is made. CLI closes the 2023 financial year with revenues of Euro 333,9 million, up 8,1% compared to Euro 309 million in the 2022 financial year, thanks to the combined effect of organic growth and better sales conditions, more favorable than to the previous financial year.
EBITDA stood at Euro 25,2 million, a clear improvement of 27,2% compared to Euro 19,8 million in 2022, thanks to the Company's ability to obtain an improvement in conditions in the supply chain.
EBIT was positive for Euro 8,7 million, a clear increase of 225,1% compared to the figure recorded in the previous year of Euro 2,7 million. The Company closes with a net profit for the year of Euro 2,96 million, compared to the net profit recorded in the previous year, equal to Euro 154 thousand.
The net financial position is clearly improving by approximately Euro 17,2 million: it goes from Euro -58,7 million in 2022 to Euro -41,5 million at the end of 2023 due mainly to the Company's ability to generate cash from operational activity. The NFP/Shareholders' Equity ratio is less than 1. The positive change was mainly influenced by the Company's favorable operating performance.
Destination of the operating result
The Shareholders' Meeting of Centrale del Latte d'Italia SpA resolved to allocate 2.958.814% of the operating profit of Euro 5 to the legal reserve and the remaining 95% to the extraordinary reserve.
Report on remuneration and compensation paid pursuant to art. 123-ter of the TUF
The Assembly also approved the Company's policy on remuneration and compensation paid approved by the Board of Directors in the meeting of 18 March 2024.
Appointment of the new Board of Directors for the financial years 2024-2025-2026
The Assembly, taking into account the approval of the new text of the Articles of Association and therefore the adoption of the "one-tier" administration and control model, on the basis of the single list and the resolution proposals presented by the majority shareholder Newlat Food SpA, has appointed a new Board of Directors based on the new text of the Articles of Association, establishing a total of 7 members for the financial years 2024-2025-2026 in the persons of:
Please note that the new Board of Directors, as composed above, will take office with the registration of the statutory amendments relating to the introduction of the one-tier system with the competent Company Register. At the same time, the current Board of Auditors, appointed by the Shareholders' Meeting on 29 April 2021, will cease to exist.
Once in office, the new Board of Directors will proceed with the appointment of the members of the Management Control Committee.
The only list presented by the majority shareholder Newlat Food SpA achieved a percentage of votes equal to 100%.
Based on the information available to the Company as of today,
• the directors listed above do not hold direct holdings in the share capital of the Company;
• Angelo Mastrolia holds indirectly, through Newlat Food SpA, a total of no. 9.483.702 CLI shares, representing 74,27% of the Company's voting rights.
The CVs of the new members of the Board of Directors are available on the Company website www.centralelatteitalia.com.
The Shareholders' Meeting also resolved to (i) award each of the members of the Company's board of directors a compensation equal to Euro 12.000,00 (twelve thousand/00) gross per year, it being understood that they must in any case be considered not included in the aforementioned amount the attendance fees referred to in the following §(ii) and it being understood that the compensation referred to in this §(i) and the following §(ii) do not include the remuneration of directors invested with particular roles referred to in art. 2389, paragraph 3, of the civil code; (ii) determine the statutory attendance fees for each meeting of the Board of Directors in which each director participated in an amount equal to Euro 100,00 (one hundred/00); (iii) assign an additional compensation - compared to that already attributed for the office of director - of Euro 8.000,00 (eight thousand/00) gross per year to the President of the Management Control Committee of the Company (and thus for a total of Euro 20.000,00, 00 (twenty thousand/6.000,00) gross per year) and Euro 00 (six thousand/18.000,00) gross per year to the other members of the aforementioned committee (and so for a total of Euro 00 (eighteen thousand/XNUMX) gross per year).
Authorization for the purchase and disposal of own shares
Finally, the Assembly, having taken note of the good financial situation of the Company and the opportunity to be able to use own shares for future acquisitions, authorized pursuant to art. 2357 cc, as well as the combined provisions of art. 132 TUF and art. 144-bis of the Consob Issuers Regulation no. 11971/99, the purchase and disposal of treasury shares up to a maximum number which, taking into account the treasury shares held from time to time in the portfolio by the Company and its subsidiaries, does not overall exceed one fifth of the capital social status of the Company, pursuant to art. 2357, paragraph 3, of the Civil Code or to any different maximum amount established by the law in force pro tempore. Reasons for which authorization to purchase and dispose of treasury shares was requested.
The request is aimed at providing the Company with a stock of treasury shares which it can dispose of, use, dispose of at any time, in whole or in part, on one or more occasions and without time limits, in the context of extraordinary operations such as, among others, exchange, contribution, exchange operations, corporate and/or financial operations of an extraordinary nature on capital or even financing operations and operations of an extraordinary nature such as, among others, mergers or similar, sales and acquisition projects and/or future industrial projects in line with the Company's business development strategy, as well as in the context of exchange and/or transfer operations of share packages and/or for the conclusion of commercial and/or strategic alliances or for other uses deemed to be of financial and/or managerial interest for the Company.
The Company may also proceed with any disposal of the acquired treasury shares also to allow it to seize the opportunities for maximizing value that may derive from the performance and, therefore, also to carry out trading activities.
As of today, the share capital of the Company is equal to Euro 28.840.041,20, divided into 14.000.020 ordinary shares, without indication of the nominal value.
The authorization was requested for the purchase of ordinary shares of the Company, even in several tranches, up to a maximum number which, taking into account the CLI shares held from time to time in the portfolio by the Company and by the companies controlled by it, does not is overall greater than a fifth of the Company's share capital, pursuant to art. 2357, paragraph 3, of the Civil Code or to any different maximum amount established by the law in force pro tempore.
Purchases of shares must be made at a price no more than 10% higher and no more than 10% lower than the reference price recorded on the Euronext Milan, organized and managed by Borsa Italiana SpA in the session preceding each individual share transaction. purchase or the date on which the price is set and in any case, where the purchases are made on the regulated market, for a consideration not exceeding the highest price between the price of the last independent transaction and the price of the most current independent purchase offer high on the same market. In any case, the consideration cannot exceed the limits possibly established by current legislation or, if recognized, by accepted market practices.
Authorization is required for the maximum duration permitted by the art. 2357, paragraph 2, of the Civil Code, equal to 18 months from the date of the resolution of the ordinary Assembly.
The purchase of own shares must take place on the market, in compliance with the provisions of the art. 2357 and following of the civil code, from the art. 132 of the TUF, from art. 144-bis, co. 1, letter. b and c) of the Issuers' Regulation and by the legal or regulatory provisions in force at the time of the operation and precisely: according to the operating methods established in the organization and management regulations of the markets themselves, so as to ensure equal treatment among shareholders. As regards disposal operations, the authorization will allow the adoption of any method deemed appropriate in relation to the purposes that will be pursued.
The shares that will be acquired in execution of the shareholders' authorization may therefore be the subject of disposal deeds and, in this context, also be sold, even before having exhausted the quantity of purchases covered by this authorization, on one or more occasions. , without time limits, in the ways deemed most appropriate by the Company, however, under any other form of provision permitted by the current regulations on the matter.
As of today, the Company does not hold any treasury shares.
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The documentation relating to the meeting will be made available within the terms and in the manner established by current legislation.
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This press release is available on the Company's website at www.centralelatteitalia.com, as well as on the authorized storage mechanism eMarket Storage at www.emarketstorage.com.
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FOR MORE INFORMATION
Investors
Fabio Fazzari
CLI Investor Relator
mob. +39 3346801664
Email [email protected]
Mark Trevisan
Barabino & Partners
Phone. +39 0102725048
mob. +39 3474729634
Email [email protected]
Alice Brambilla
Barabino & Partners
Tel. +39 02 72023535
mob. +39 3282668196
Email [email protected]
