28
April
2005
|
00:00
Europe/Amsterdam

Pirelli & C. S.p.A ordinary Shareholders' Meeting

PIRELLI & C. SPA ORDINARY SHAREHOLDERS' MEETING

 

  • 2004 FINANCIAL STATEMENTS APPROVED
  • DISTRIBUTION OF A DIVIDEND OF 0.0210 EUROS PER ORDINARY SHARE AND 0.0364 EUROS PER SAVINGS SHARE APPROVED: OVERALL DIVIDEND PAYOUT INCREASED. NUMBER OF CIRCULATING SHARES GREW (+56%) AFTER THE CAPITAL INCREASE COMPLETED IN MARCH 2005
  • NEW BOARD OF DIRECTORS APPOINTED:
    MINORITIES DETERMINE ONE FIFTH OF BOARD OF DIRECTORS, HALF OF BOARD MEMBERS ARE INDEPENDENT
  • LEOPOLDO PIRELLI CONFIRMED AS COMPANY'S HONORARY CHAIRMAN

    PIRELLI & C. SPA BOARD OF DIRECTORS:
  • MARCO TRONCHETTI PROVERA CONFIRMED CHAIRMAN; ALBERTO PIRELLI AND CARLO ALESSANDRO PURI NEGRI DEPUTY CHAIRMEN; CARLO BUORA MANAGING DIRECTOR

 


Milan , 28 April 2005 - The Shareholders' Meeting of Pirelli & C. SpA met today in ordinary session .
The General Meeting of Pirelli & C. approved the Financial Statements for the fiscal year 2004 and the distribution of a dividend of 0.0210 euros per ordinary share and 0.0364 euros per savings share . Dividends will be paid to approximately 5,178 million ordinary shares - approx. 3,324 million last year - including approximately 1,518 million ordinary shares coming from the capital increase completed on March 2005, and to approx. 135 million savings shares. Overall dividend payout , 113 million Euros, therefore grows by 4%. Dividend payment is scheduled on 26 May 2005 (detachment of coupon on 23 May 2005 ).

The Shareholders' Meeting decided that Board of Directors will remain in office for three years (until the approval of Financial Statements at 31 December 2007), stated that Board of Directors will be composed by 20 Members and appointed as Members Marco Tronchetti Provera, Alberto Pirelli, Carlo Alessandro Puri Negri, Carlo Buora, Carlo Acutis, Gilberto Benetton, Carlo De Benedetti, Gabriele Galateri di Genola, Dino Piero Giarda, Berardino Libonati, Giulia Maria Ligresti, Massimo Moratti, Giovanni Perissinotto, Giampiero Pesenti, Carlo Secchi, Paolo Vagnone, Carlo Angelici, Franco Bruni, Mario Garraffo and Aldo Roveri.

Through to the adoption of list voting - immediately applied thanks to the decision of Board Members to resign last 22 March with such goal - minorities have therefore determined 4 Members, corresponding to one fifth of the Board .

Overall, half of the Board Members are independent and they are 10 ( Carlo Acutis, Carlo De Benedetti, Dino Piero Giarda, Berardino Libonati, Giampiero Pesenti, Carlo Secchi, Carlo Angelici, Franco Bruni, Mario Garraffo e Aldo Roveri).

Leopoldo Pirelli was confirmed as Company Honorary Chairman.

The Meeting confirmed also PriceWaterHouseCoopers as auditor for the 2005-2007 three-year period.

The Shareholders' Meeting also renewed the delegation, for a 18-month period, to buy its treasury shares in compliance with the overall possession limit of 10% of the share capital.

During the Meeting it was confirmed that, in view of the adoption of international financial reporting standards (IAS/IFRS) as of the 2005 financial year, the Pirelli Group is completing the transition process that will be finalized with the drawing up of the report for the first quarter of 2005 in accordance with the new standards. The impact on the consolidated financial statements of the Pirelli Group will be published and announced at the time of the approval of the above mentioned quarterly report.



At the end of the Meeting, Pirelli & C. SpA Board of Directors met and confirmed Marco Tronchetti Provera as Chairman; Alberto Pirelli and Carlo Alessandro Puri Negri as Deputy Chairmen; Carlo Buora as Managing Director.

Board of Director also appointed the new members of Remuneration Committee (Berardino Libonati, Giampiero Pesenti and Aldo Roveri) and of Internal Control and Corporate Governance Committee (Carlo Angelici, Franco Bruni and Carlo Secchi), which are therefore composed only by independent Board Members.
Finally, in compliance with the "231 Organizational Model" adopted by the Company, Board of Directors appointed the new Supervisory Committee , with a mandate until the end of the Board's term. Members include Carlo Secchi, independent Board Member and Member of the Internal Control and Corporate Governance Committee, Paolo Francesco Lazzati, Chairman of the Internal Audit Committee, and Sergio Romiti, responsible of Auditing Division of Pirelli & C. S.p.A. Consequently, the Committee is composed by members who possess the necessary professional skills for the social management as well as the autonomy required by law. The Supervisory Committee has been encharged with the necessary powers to guarantee that the organizational model and management system adopted by the company are working in a punctual and efficient manner.

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