we receive e we publish the press release released by Zignago Vetro
The Shareholders' Meeting of Zignago Vetro SpA., a company listed on the Euronext STAR Milan market - meeting today under the chairmanship of Dr. Nicolò Marzotto, at the registered office, resolved:
Ordinary Part
2023 financial statements and dividend:
- to approve the financial statements for the financial year ended 31 December 2023 as proposed by the Board of Directors on 14 March 2024 and already disclosed to the market with a press release on the same date;
- to approve the distribution of a dividend for a total of 66,4 million euros, at a rate of 0,75 euros for each of the n. 88.501.353 ordinary shares in circulation, corresponding to a pay-out of approximately 54,2% of consolidated net profit: coupon no. 18, ex date 13 May, record date 14 May and payment date 15 May 2024.
Revocation and granting of new delegation to the Board to purchase own shares:
- to revoke for the remaining period, which would have expired on 4 November 2024, and for the part not yet exercised, the previous resolution to purchase treasury shares adopted by the Shareholders' Meeting on 4 May 2023 and, at the same time, in compliance with the procedures provided for by the relevant legislation, to confer a new one. The buy back, also in consideration of the Group's capital structure, may, among other things, both be functional to objectives of creating value for shareholders and be used to serve compensation plans for employees, executive directors and collaborators of Zignago Vetro SpA and its subsidiaries. Delegation has the following characteristics:
a) valid for a period of 18 months from the day of the meeting (expiry: 29 October 2025);
b) maximum number of ordinary shares that can be purchased not exceeding the overall nominal value exceeding one tenth of the share capital;
c) price of each purchase of shares not 20% higher or lower than the reference price recorded by the ordinary shares in the session of the regulated market preceding each individual transaction.
As of today, the Company holds n. 818.643 treasury shares.
Appointment of a Director pursuant to art. 2386, civil code, for integration of the Board of Directors:
1) to appoint Doctor Biagio Costantini, born in Galatina (Lecce) on 21 May 1969, tax code CSTBGI69E21D862Z, as Director of the Company who will remain in office until the approval of the financial statements as of 31 December 2024;
2) to approve the compensation as proposed by the Board of Directors on 14 March 2024 upon proposal of the Appointments and Remuneration Committee.
Appointment for the statutory audit of the Company's financial statements for the financial years 2025 – 2033, pursuant to art. 13 of Legislative Decree 27 January 2010, n. 39.
1) to confer, pursuant to EU Regulation no. 537/2014 and Legislative Decree 27 January 2010 n. 39 (and subsequent amendments), to the company EY SpA, relating to each year of the nine-year period 1 January 2025 - 31 December 2033, according to the terms and methods indicated in the proposal for the statutory audit services for the nine-year period 2025-2033;
2) to determine the fee due to the appointed audit firm EY SpA, for the activities envisaged by the mandate, for each of the nine financial years from 2025 to 2033.
Other Resolutions
The Assembly approved the Remuneration Report pursuant to art. 123 – ter, paragraph 6, of Legislative Decree 58/98, as amended.
Extraordinary Part
Proposal to amend article 13.2 of the Articles of Association; related and consequent resolutions
- to modify article 13.2 of the Statute which will therefore take on the following wording:
Article 13.2
Each member who has the right to vote may be represented in the Assembly by others, by written proxy, in accordance with and within the limits of the provisions of the law. The delegation can be granted with an electronic document signed in electronic form pursuant to art. 21, paragraph 2, of the legislative decree 7 March 2005, n. 82. Electronic notification of the proxy to the company can be made via certified email to the Company's email address indicated in the notice of meeting. The Company does not designate a representative for the granting of proxies by members, unless the Board of Directors, for one or more specific Meetings, has approved this designation by giving notice of it in the notice convening the relevant Meeting. The Board of Directors may also provide in the notice of call for one or more specific meetings that participation in the meeting and the exercise of the right to vote take place exclusively through the representative designated by the Company in compliance with the legislation - including regulatory - of the time. in force at the time.
It is up to the President of the meeting to verify the regularity of the proxies and proclaim the results of the vote.
Further information
The documentation relating to the Shareholders' Meeting, including the profiles of the members of the corporate bodies, is available on the company's website: www.zignagovetro.com.
The minutes of the Meeting will be made available to the public at the Company's Registered Office and the authorized storage mechanism 1Info, at the address www.1info.it within thirty days of the date of the Meeting and will be available on the website www.zignagovetro. com.
The summary report of the assembly votes will be made available on the same website within five days of the date of the meeting in accordance with current legal provisions.
Press office
Roberto Celot
Group Corporate Director e
Investor relations manager
Zignago Vetro SpA
0421-246111
[email protected]
