FINCANTIERI: SHAREHOLDERS’ MEETING APPROVES 2015 FINANCIAL STATEMENTS APPOINTED THE NEW BOARD OF DIRECTORS
- 2015 Financial statements approved
- New Board of Directors appointed: Mr. Giampiero Massolo appointed as Chairman
- First Section of the Remuneration report pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998 approved
- Proposal by the majority shareholder FINTECNA S.p.A. to amend Article 19 of the By-laws approved
- Amendment of Articles 16, 17, 19, 20, 21, 22, 24, 27 and 31 of the By-laws approved
Trieste, 19 May 2016 – FINCANTIERI S.p.A. ("Fincantieri" or the "Company") ordinary and extraordinary Shareholders’ Meeting was held today on a single call.
APPROVAL OF 2015 FINANCIAL STATEMENTS
The ordinary Shareholders’ Meeting resolved to approve unanimously the financial statements of FINCANTIERI S.p.A. at 31 December 2015 that report a loss of euro 112,732,364.50. Based on the proposal of the Board of Directors, the Shareholders’ Meeting resolved to cover the loss by using the Extraordinary reserve for the same amount.
APPOINTMENT OF THE BOARD OF DIRECTORS
The ordinary Shareholders’ Meeting also appointed the Board of Directors that will remain in office until the Shareholders’ Meeting called to approve the 2018 financial statements.
The following were appointed: Paola Muratorio and Gianfranco Agostinetto (taken from the list submitted by the minority shareholder INARCASSA) and Nicoletta Giadrossi, Simone Anichini, Donatella Treu, Giuseppe Bono and Fabrizio Palermo (taken from the list submitted by the majority shareholder FINTECNA S.p.A.).
Based on the proposal made by the majority shareholder FINTECNA S.p.A. the Shareholders’ Meeting has also appointed Directors Giampiero Massolo and Massimiliano Cesare.
Mr. Giampiero Massolo has been appointed as Chairman of the Board of Directors.
The Directors Paola Muratorio, Gianfranco Agostinetto, Nicoletta Giadrossi, Simone Anichini, Donatella Treu and Massimiliano Cesare have all certified that they meet the independence requirements under Article 148,
paragraph 3, of Legislative Decree No. 58 dated 24 February 1998 (applicable ex Article 147-ter, paragraph 4, of the same Legislative Decree), Article 3 of Corporate Governance Code for listed companies and other applicable laws.
The Directors’ curriculum vitae are available on the Company’s website at www.fincantieri.com.
Mr. Giuseppe Bono holds 84,000 ordinary shares of Fincantieri. The information regarding other Directors appointed by today Shareholders’ Meeting is not currently available.
REMUNERATION REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPH 6, OF LEGISLATIVE DECREE NO. 58/98
The ordinary Shareholders’ Meeting also resolved to approve the first section of the Remuneration report pursuant to Article 123-ter, paragraph 3 of Legislative Decree no. 58/98, which sets out the Company’s policy on the remuneration of Directors, Executives with strategic responsibilities and Key executives, as well as the procedures used to adopt and implement such policy.
AMENDEMENTS OF THE BY –LAWS
The extraordinary Shareholders’ Meeting resolved to approve the proposal by the Shareholder FINTECNA S.p.A. to amend Article 19 of the By-laws and the amendment of Articles 16, 17, 19, 20, 21, 22, 24, 27 and 31 of the By-laws and also the numbering of articles’ paragraphs of the same as described in the Directors’ report on the related item on the agenda.