Release details

2017-04-11 14:10 CEST
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RECORDATI: SHAREHOLDERS APPROVE THE 2016 ACCOUNTS. DIVIDEND € 0.70 PER SHARE (+16.7% vs 2015)

  • Shareholders approve the 2016 results: consolidated revenues € 1,153.9 million (+10.1% vs 2015), operating income € 327.4 million (+17.6%), net income € 237.4 million (+19.4%).
  • Dividend for 2016 € 0.70 per share (+16.7% vs 2015), of which € 0.35 already paid in November 2016.
  • Appointment of the Board of Directors, composed of 9 members, 6 of which independent, for the 2017-2019 three-year period.
  • Appointment of the Board of Statutory Auditors for the 2017-2019 three-year period.
  • Remuneration policy approved.
  • Authorization to buy-back and dispose of Recordati shares renewed.
  • Renewal of the five-year authorization for the Board of Directors to increase capital and to issue convertible bonds for a maximum amount of € 50,000,000 and € 80,000,000 respectively.
  • First quarter 2017 consolidated revenues € 342 million (+13% vs the first quarter of 2016).

Milan, 11 April 2017 - Today the Annual and Extraordinary Meeting of Recordati S.p.A. Shareholders was held.

Recordati S.p.A.'s Annual Shareholders' Meeting approved the company's 2016 financial accounts, which were prepared according to IAS/IFRS.  In addition, the group's consolidated statements, which were also prepared according to IAS/IFRS, were presented.  The tables attached contain a summary of the 2016 financial statements which were commented in the press release issued on 1 March 2017. In 2016 consolidated revenues were € 1,153.9 million (+10.1%), operating income (EBIT) was € 327.4 million (+17.6%), and net income was € 237.4 million (+19.4%).  International sales account for 79.4% of total sales.

As proposed by the Board of Directors, the shareholders approved a dividend of € 0.35 per share, in full balance of the interim 2016 dividend of € 0.35, to be paid to all shares outstanding at ex-dividend date, excluding those in treasury stock, as from 26 April 2017 (record date 25 April 2017), with ex-dividend on 24 April 2017 (against presentation of coupon no. 19). The full 2016 dividend is therefore of € 0.70 per share (€ 0.60 per share in 2015).

Further shareholder resolutions

Appointment of the members of the Board of Directors and Board of Statutory Auditors

The shareholders appointed the Board of Directors for the years 2017-2019 (until the Annual Shareholders' Meeting which will approve the 2019 financial statements) which is composed of nine members, by approving the proposal made by the majority shareholder FIMEI S.p.A. to confirm Alberto Recordati, Andrea Recordati, Fritz Squindo, Rosalba Casiraghi, Michaela Castelli, Marco Vitale, Mario Garraffo and Paolo Fresia and to appoint Elisa Corghi as a new member. The shareholders, furthermore, appointed the Statutory Auditors for the years 2017-2019 (until the Annual Shareholders' Meeting which will approve the 2019 financial statements) by electing Marco Nava (Auditor), Livia Amidani Aliberti (Auditor) and Patrizia Paleologo Oriundi (Alternate Auditor) from the list presented by the majority shareholder FIMEI S.p.A., and Antonio Santi (President) and Andrea Balelli (Alternate Auditor) from the list presented by other institutional shareholders who hold 0.7591% of the share capital.

The professional résumés of the members of the new Board of Directors and the new Statutory Auditors are available on the company's website under the Shareholders Meetings title in the Investors section.

The shareholders also approved the remuneration for the Board of Directors and the Statutory Auditors.

Remuneration policy

The Shareholders' Meeting also approved the remuneration policies for the year 2017 in accordance with article 123ter of Legislative Decree No. 58 of 24February 1998 which is the object of the Board's explanatory report on the fourth item of the agenda of the Shareholders' Meeting and can be found on the company's website under the Shareholders Meetings title in the Investors section.

Authorization to buy-back and dispose of Recordati shares

The Shareholders' Meeting authorized the buyback and disposal of Recordati shares until the Annual Shareholders' Meeting that will approve the 2017 financial statements. The objective of the proposal to renew the authorization to buy back and dispose of Recordati shares until the Annual Shareholders' Meeting which will approve the 2017 financial statements is, as in previous years, to grant the Board the possibility: of using shares for equity acquisitions or as consideration for strategic agreements; of allowing the company to invest in its own shares; and of constituting a stock of own shares to service current and future stock option plans. The company would be allowed to purchase up to 10,000,000 Recordati existing ordinary (common) shares, which includes those shares held in Treasury stock at any given time, for a maximum cash outlay of € 300,000,000.  The purchase price must be at least equal to the shares' nominal value (€ 0.125) and must not exceed the average official Stock Exchange price recorded over the 5 trading days prior to the transaction, plus 5%.  Possible purchases will be made on regulated markets and must comply with article 132 of Legislative Decree 58/1998 and with article 144-bis, paragraph 1.b) of the Issuers' Regulations as approved by CONSOB's resolution 11971/1999 and with market practice allowed and recognized by CONSOB.  At 10 April 2017 the company has 3,091,261 shares in Treasury stock which amounts to 1.478% of the current share capital.

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Extraordinary Meeting

Today's Extraordinary Meeting resolved to renew the authorization, which is about to expire, for the Board of Directors to increase the company's share capital on one or more occasions, gratuitously or against payment, by issuing ordinary shares and/or share subscription warrants, for a maximum nominal amount of € 50,000,000, and to issue, on one or more occasions, for a maximum nominal amount of € 80,000,000, bonds convertible into ordinary shares, or with share subscription warrants, for a period not exceeding five years from the date of the resolution, with the consequent modification of article 6 of the company's by-laws. The previous authorization granted by the Shareholders Meeting of 19 April 2012, which will expire on 19 April 2017, is therefore revoked.

Meeting of the Board of Directors following the Shareholders' Meeting

The new Board of Directors, in a meeting held following the Shareholders' Meeting, confirmed Alberto Recordati as Chairman and Andrea Recordati as Vice Chairman and CEO, and confirmed the same powers granted previously to the latter.

The Board therefore confirmed, taking into account their functions, Alberto Recordati, Chairman, Andrea Recordati Vice Chairman and CEO, and Fritz Squindo, Managing Director e CFO, as executive directors.

The Board, using as a basis the Directors' statements and available information, verified the effective existence of the independence requisites, pursuant both to Legislative Decree 58/1998 and to the Corporate Governance Code adopted by the company (see the Corporate Governance and Ownership Structure Report for 2016), concerning the Directors who declared to possess such requisites (Rosalba Casiraghi, Michaela Castelli, Elisa Corghi, Paolo Fresia, Mario Garraffo, and Marco Vitale; all qualifying as independent). The Board therefore comprises 6 independent members out of the total of 9 members.

On the basis of the Auditors' statements and available information, the Board also verified the effective existence of the independence requisites, pursuant to Legislative Decree 58/1998 and to the Corporate Governance Code adopted by the company, of the Statutory Auditors and confirmed that all the Statutory Auditors, including Mr. Nava who has held this position for more than nine years, are independent, by sharing the result of the verification of the effective existence of the independence requisites undertaken by the Statutory Auditors following their appointment.

The Board proceeded to nominate the Audit, Risk and Sustainability Committee, integrating the functions previously assigned to the Audit and Risk Committee, additionally attributing to said Committee the supervision of the sustainability issues related to business activities and the dynamics of their interaction with all stakeholders. The Audit, Risk and Sustainability Committee is composed of the independent and non executive members Marco Vitale, President, Michaela Castelli and Elisa Corghi.

Finally, the Board of Directors resolved to nominate the Remuneration Committee, composed of the independent and non executive members: Mario Garraffo, President, Rosalba Casiraghi and Michaela Castelli. The activities which the Corporate Governance Code assigns to the Nomination Committee will be carried out by the entire Board of Directors.

First quarter 2017

Revenue performance in the first quarter 2017 is positive. Group sales are € 342 million, an increase of 13% over those in the first quarter of the preceding year and include those generated by the Italian company Italchimici S.p.A. and the Swiss company Pro Farma AG, acquired in 2016 and consolidated respectively as from 1 June and 1 July of that year. Excluding the new acquisitions sales growth would have been of 8%.

Recordati, established in 1926, is an international pharmaceutical group, listed on the Italian Stock Exchange (Reuters RECI.MI, Bloomberg REC IM, ISIN IT 0003828271), with a total staff of more than 4,100, dedicated to the research, development, manufacturing and marketing of pharmaceuticals. Headquartered in Milan, Italy, Recordati has operations in the main European countries, in Russia, in other Central and Eastern European countries, in Turkey, in North Africa, in the United States of America, in Mexico and in some South American countries.  An efficient field force of medical representatives promotes a wide range of innovative pharmaceuticals, both proprietary and under license, in a number of therapeutic areas including a specialized business dedicated to treatments for rare diseases. Recordati is a partner of choice for new product licenses for its territories. Recordati is committed to the research and development of new specialties with a focus on treatments for rare diseases.  Consolidated revenue for 2016 was € 1,153.9 million, operating income was € 327.4 million and net income was € 237.4 million.

For further information:

Recordati website:  www.recordati.com

Investor Relations                                                                       Media Relations                   
Marianne Tatschke                                                                     Studio Noris Morano                                                           
(39)0248787393                                                                          (39)0276004736, (39)0276004745
e-mail: inver@recordati.it                                                          e-mail: norismorano@studionorismorano.com
                                                                    

Statements contained in this release, other than historical facts, are "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are based on currently available information, on current best estimates, and on assumptions believed to be reasonable. This information, these estimates and assumptions may prove to be incomplete or erroneous, and involve numerous risks and uncertainties, beyond the Company's control. Hence, actual results may differ materially from those expressed or implied by such forward-looking statements. All mentions and descriptions of Recordati products are intended solely as information on the general nature of the company's activities and are not intended to indicate the advisability of administering any product in any particular instance.

HUG#2095479