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23 April 2015 at 12:27
Approved the proposal to distribute a dividend of 0.85 Euros per share.
Appointed the Board of Directors and the Board of Statuary Auditors for the period 2015-2017.
Approved the plan for purchase and/or sale of treasury shares.
The Shareholders' Meeting of Reply S.p.A. [MTA STAR: REY], which met today in ordinary sessions, approved the 2014 financial statements, confirming the distribution of a gross dividend of 0.85 Euros per share.
The dividend will be payable on 6 May 2015, with the ex dividend date set at 4 May 2015 (record date 5 May 2015).
The Reply Group closed the 2014 financial year with a consolidated turnover of 632.2 million Euros, an increase of 12.9% compared to 560.2 million Euros reported in the 2013 financial year. The EBITDA amounted to 85.1 million Euros (72.6 million Euros in 2013), while EBIT came to 80.7 million Euros (64.2 million Euros in 2013). The Group’s net profit amounted to 47.9 million Euros (34.5 million Euros in 2013).
The Shareholders' Meeting also approved the following resolutions:
The Shareholders’ Meeting appointed new members of the Board of Directors for the period 2015-2017, as well as the composition of the Board of Statutory Auditors, on the basis of the lists submitted by the majority shareholder ALIKA S.R.L.
The following Board Members were appointed: Mario Rizzante (Chairman), Tatiana Rizzante, Daniele Angelucci, Claudio Bombonato, Oscar Pepino, Filippo Rizzante, Fausto Forti, Maria Letizia Jaccheri and Enrico Macii.
It should be noted that Directors Fausto Forti, Maria Letizia Jaccheri and Enrico Macii meet the requirements established in Art. 148, Paragraph 3 of Legislative Decree no. 58/1998 and the Corporate Governance Code for Listed Companies, qualifying as independent, in accordance with the procedures adopted by the company, as resolved by a meeting of the Board of Directors held at the end of the Shareholders’ Meeting.
The Board of Auditors is composed of three standing members and two alternates: Cristiano Antonelli (Standing Statutory Auditor and Chairman), Ada Alexandra Garzino Demo (Standing Statutory Auditor), Paolo Claretta-Assandri (Standing Statutory Auditor), Alessandro Pedretti (Alternate Statutory Auditor) and Giuliana Monte (Alternate Statutory Auditor).
The Meeting approved a new buyback programme for treasury shares, revoking the current programme, which was approved in the Shareholders’ Meeting of 16 April 2014. The primary objective of this programme is the purchase of shares in the interest of share incentive plans, transactions aimed at the acquisition of stakes in new companies, extraordinary financial transactions and/or conclusion of agreements with strategic partners.
The plan shall be in effect for 18 months from the date of the resolution, for a maximum of 1,869,564 ordinary shares (equal to 19.9892% of the current share capital) with a nominal value of 0.52 Euros per share, for a maximum nominal value of 972,173.28 Euros, within the limits of a maximum financial commitment of 50,000,000 Euros. The purchase price may not exceed the official trading price recorded on the MTA market the day before the purchase, increased by 15%.
The Meeting has also approved Section I of the Remuneration Report pursuant to art. 123-third of Legislative Decree 58/1998.
At the end of the Meeting, Mario Rizzante Chairman of Reply, stated: "2014 saw our group get excellent results not only from the economic and financial point of view, but also in terms of customer perception. In terms of skills, size and solidity, Reply is now a consulting and technological model in the new scenario defined by the convergence of the physical and digital worlds. Our goal is to continue to be a leader in those areas of innovation that are increasingly enabling the transformation of companies in every industry sector".
Pursuant to Paragraph 2, Article 154 bis of the Consolidated Finance Act, Director Dr. Giuseppe Veneziano declares that the accounting information contained in this press release corresponds to the accounting figures, books and documents.
This press release is a translation, the Italian version will prevail.