Sant'Elpidio a Mare, April 18th 2019

TOD'S S.p.A.: approval of FY2018 Annual Report. Confirmed the distribution of a 1 Euro

dividend per share. Confirmed the Board of Statutory Auditors.

Today the shareholders of Tod's S.p.A., the Italian company listed on the Milan Stock Exchange and holding of the homonymous luxury goods group, operating in the design, production and distribution of luxury and quality shoes, accessories and apparel under the brands Tod's, Hogan, Fay and Roger Vivier, were called in the ordinary meeting on first call.

The shareholders approved the Financial Statements for the year ended December 31st, 2018, in the draft approved by the Board of Directors on March 11th, 2019, whose key figures had already been communicated to the market on the same date by a separate press release.

In particular, in 2018 the parent company Tod's S.p.A. registered 636,9 million Euros of sales revenues, compared to 662,6 million Euros of 2017, and 68,7 million Euros of net profit (equal to 10,8% of sales revenues).

The shareholders' meeting resolved:

-the distribution of a dividend of Euro 1 per share, gross of any due withholding tax, corresponding to a pay-out of 70,2% calculated on the Group's net income. The detachment of dividend coupon nr. 20 is scheduled on May 20th, 2019, record date on May 21st, 2019, and dividend payment on May 22nd, 2019;

-to allocate Euro 464.578 equal to 1% of net profit for the Tod's Group, to a special reserve fund attended to be used to pursue solidarity project on local territory.

Furthermore, the shareholders meeting resolved:

-to renew the authorization to the Board of Directors in order to purchase ordinary treasury shares, in one or more tranches, up to a maximum of 10% of share capital, for a period of eighteen (18) months from the date of the resolution. For more details on the reasons which induced to resubmit the request for authorization, and on the purchase execution and the maximum price allowed, please refer to the Report of the Board of Directors, which is available at the registered office of the Company, on the corporate website www.todsgroup.com, and in the authorized storage device 1info at www.1info.it. It is specified that, as of today neither Tod's S.p.A. nor any of its subsidiaries own treasury shares;

-to give a favorable opinion to the first section of the Remuneration Report, issued by the Board of Director pursuant to Article 123-ter of Legislative Decree no. 58/98 ("TUF");

-to appoint Mrs. Giulia Pusterla, Mr. Enrico Colombo and Mr. Fabrizio Redaelli as members of the Board of Statutory Auditors for the three-year period 2019-2021 and as alternate auditors Mr. Gilfredo Gaetani and Mrs. Myriam Amato; Mrs. Giulia Pusterla and Myriam Amato have been drawn from the list submitted by certain minority shareholders (jointly owners of an interest equal to 2,383% of the share capital) which has obtained favorable votes equal to about 15,85% of the present and voting capital; the other members have been drawn from the list submitted by the majority shareholder DI.VI. Finanziaria di Diego Della Valle & C.

TOD'S S.P.A. - SHARE CAPITAL EURO 66,187,078 ENTIRELY PAID - REGISTERED OFFICE: SANT'ELPIDIO A MARE (FM)-VIAFILIPPO DELLA VALLE N. 11

FISCAL CODE AND REGISTRATION NUMBER WITH THE FERMO 01113570442 - CORPORATE WEBSITE:

S.r.l. (owner of an interest equal to 50,291% of the share capital) which has obtained favorable votes equal to about 84,11% of the present and voting capital.

Mrs. Giulia Pusterla - member drawn from the list submitted by the minority shareholders - has been appointed Chairman of the Board of Statutory Auditors, pursuant to article 27 of the Articles of Association.

The curricula vitae of the members of the Board of Statutory Auditors are available in the section corporate governance of the Company's website at www.todsgroup.com, and in the authorized storage device 1info at www.1info.it. It is specified that on the date of appointment, in accordance with the available information: standing Statutory Auditor Mr. Fabrizio Redaelli holds 750 shares of the company; none of the other appointed Statutory Auditors holds any shares of the company.

At the end of the shareholders' meeting, the Board of Statutory Auditors verified the regularity of its composition, also in accordance with the provisions provided by law on gender balance, and checked the independence requirements of its members provided for by article 148, of TUF and, since the Statutory Auditors' independence is deemed to be already assured by compliance with the applicable legislation and the Articles of Association, it has not deemed necessary to verify also the independence criteria set out in article 3 of the Corporate Governance Code.

The manager responsible for preparing the company's financial reports, Mr. Rodolfo Ubaldi, declares, pursuant to paragraph 2 of Article 154-bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.

Should you need any explanations, please contact: Investor Relations Office - tel. +39 02 77 22 51

e-mail: c.oglio@todsgroup.com

Corporate website: www.todsgroup.com

TOD'S S.P.A. - SHARE CAPITAL EURO 66,187,078 ENTIRELY PAID - REGISTERED OFFICE: SANT'ELPIDIO A MARE (FM)-VIAFILIPPO DELLA VALLE N. 12

FISCAL CODE AND REGISTRATION NUMBER WITH THE FERMO 01113570442 - CORPORATE WEBSITE:

Attachments

  • Original document
  • Permalink

Disclaimer

Tod's S.p.A. published this content on 18 April 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 18 April 2019 13:12:03 UTC