• New company name Webuild: focus on infrastructure building, people and know-how
  • Approved 2019 Financial Statements and a dividend of € 0.030 per ordinary share and € 0.26 per savings share
  • Approved, by more than 94%, the remuneration policies and the new Performance Share Plan 2020-2022, which includes long-term premium mechanisms related to the achievement of Progetto Italia targets and the value creation for shareholders and other stakeholders
  • Confirmed appointment of five Directors
  • Appointment of the Board of Statutory Auditors for the next three years: Statutory Auditors Giacinto Gaetano Sarubbi (Chairperson), Paola Simonelli and Roberto Cassader, and Alternate Auditors Chiara Segala and Stefania Mancino

Milan, May 4, 2020 -The Ordinary and Extraordinary Shareholders' Meeting of Salini Impregilo S.p.A. (MTA: SAL), met today and:

  • confirmed the appointment of Directors Francesca Balzani, Pierpaolo Di Stefano, Donato Iacovone, Giuseppe Marazzita and Marina Natale, co-opted by the Board of Directors of the Company on December 6, 2019, whose appointment will expire, as for the rest of the Board of Directors, when the Financial Statements as at December, 31, 2020 are approved;
  • approved the annual financial statements of Salini Impregilo S.p.A as at December 31, 2019, which closed with a profit of € 70,960,125.31;
  • approved the payment of a dividend of € 0.030 per ordinary share and € 0.26 per savings share. The dividend will be distributed on May 20, 2020, with an ex-dividend date of May 18, 2020 and a record date of May 19, 2020;
  • appointed the new Board of Statutory Auditors, which will remain in office until the Shareholders' Meeting called to approve the Financial Statements as at December 31, 2022 takes place, fixing a remuneration of € 140 thousand (gross/annual) for the Chairperson of the Board of Statutory Auditors and € 80 thousand (gross/annual) for each of the other Statutory Auditors.

In particular, based on the two lists presented by the shareholders, the following were appointed:

  • as Statutory Auditors, Giacinto Gaetano Sarubbi, who will also carry out the functions of Chairperson, as first candidate for the list presented by a group of institutional investors which resulted as second according to the number of votes (minority list), Roberto Cassader and Paola Simonelli, respectively as first and second candidate of the list presented jointly by the majority shareholders Salini Costruttori S.p.A. and CDP Equity S.p.A., which placed itself in first position according to the number of votes (majority list);
  • as Alternate Auditors, Chiara Segala (first candidate of the majority list) and Stefania Mancino (first candidate of the minority list).

The composition of the newly appointed Board of Statutory Auditors complies with the current provisions concerning gender percentages.

  • approved the incentive plan based on financial instruments called 'Performance Share Plan 2020-2022' according to the terms and conditions described in the press release issued on March 11, 2020 and to the Information Prospective drawn-up pursuant to Article 84-bis of Consob Regulation no. 11971/99;
  • approved the Report on the Policy for Remuneration and Paid Compensation, both Section I, concerning the Remuneration Policy of Salini Impregilo S.p.A. of the three-year period 2020-2022, and Section II, concerning the remuneration and compensation paid in 2019;
  • approved the modification of the company name into Webuild S.p.A. with the subsequent amendment to Article 1 of the Bylaws. This amendment will become effective when the resolution is registered in the Business Register, which will be promptly reported to the markets. Webuild evokes the company's vision that is anchored in the verb 'build', which represents the DNA of a company that has been building infrastructure for 114 years, combined with the word 'we' which expresses the fundamental roles played by people and teams in a business in which sustainability and safety are fundamental;
  • approved the amendment to Articles 20 and 30 of the Bylaws to implement the new regulatory provisions regarding Gender Equality of the composition of the Company's Board of Directors and Board of Statutory Auditors (Law no. 160 of December 27, 2019, in force from January 1, 2020);
  • approved the conferment of a proxy to the Board of Directors to increase the share capital, to a maximum nominal amount of € 20,000,000, to serve the remuneration plans based on financial instruments ex. Article 114-bis, paragraph 1, of the C.F.A.(T.U.F), with the consequent change to Article 7 of the Bylaws.

The documentation concerning the items on the agenda, including the professional profiles of the Directors and Statutory Auditors elected by the Shareholders' Meeting, is available on the Company's website www.salini-impregilo.com, in the 'Governance' section, on the 'Shareholders' Meeting' page.

The voting summary and the minutes of the Shareholders' Meeting will be available to the public in accordance with the methods and terms envisaged by current Italian legislation.

***

The Company's Board of Directors met at end of the Shareholders' Meeting and:

  • confirmed Donato Iacovone as Chairman;
  • it confirmed the appointments of Directors Francesca Balzani, Pierpaolo Di Stefano, Giuseppe Marazzita and Marina Natale within the internal board committees, as stated in the Press Release of December 6, 2019;
  • based on declarations made by newly-appointed Directors and Statutory Auditors and on the information available to the Company, it ascertained that the members of the Board of Statutory Auditors Giacinto Gaetano Sarubbi, Roberto Cassader and Paola Simonelli, and the members of the Board of Directors Francesca Balzani, Giuseppe Marazzita, and Marina Natale, all comply with the independence requirements set forth by the C.F.A.(T.U.F.) and by the Corporate Governance Code for Listed Companies (July 2018 edition), and that Donato Iacovone and Pierpaolo Di Stefano are instead not independent, while also verifying the other requisites required by the Law and prescribed to carry out their respective roles.

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Salini Impregilo S.p.A. published this content on 04 May 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 May 2020 17:03:01 UTC