Sanlorenzo Ordinary Shareholders' Meeting
by Sanlorenzo 4 May 2023 03:52 PDT
Massimo Perotti - Chairman-CEO © Daniele Barraco
The Ordinary Shareholders' Meeting of Sanlorenzo S.p.A. ("Sanlorenzo" or the "Company") met Wednesday in first call, under the chairmanship of Mr. Massimo Perotti.
- The Shareholders' Meeting also:
- approved the "First section" of the Report on Remuneration and resolved in a favourable sense on the "Second section";
- reduced the size the Board of Directors from 12 to 10 members.
- The Consolidated Financial Statements and the Consolidated Non-Financial Statement for FY 2022 were also presented to the Shareholders' Meeting.
As provided by the "Cura Italia" Decree, participation in the Shareholders' Meeting was held exclusively through the designated representative Monte Titoli S.p.A. ("Monte Titoli" or the "Designated Representative").
Financial statements and proposal for the allocation of profit
The Ordinary Shareholders' Meeting approved the Financial Statements for the year ended 31 December 2022 and the proposal for the allocation of profit, including the distribution of a dividend of €0.66 per share, gross of withholding tax, for a total amount of €22,900,386.961, without prejudice to the number of shares entitled to payment, to be determined on 3 May 2023 (record date). The ex-dividend date will be on 2 May 2023, with payment date on 4 May 2023.
The dividend amount for FY 2022, up by 10% compared to 2021, corresponds to a pay-out of approximately 31% of the Group net profit.
The Consolidated Financial Statements for the year ended 31 December 2022 were also presented during the Shareholders' Meeting and showed Net revenues from the sale of new yachts ("Net Revenues New Yachts"2) equal to €740.7 million, up by 26.4% compared to €585.9 million in 2021, EBITDA equal to €129.6 million, up by 37.0% compared to €94.6 million in 2021, Group net profit equal to €74.2 million, up by 45.4% compared to €51.0 million in 2021 and a net cash position equal to €100.3 million, up by €61.3 million compared to €39.0 million as of 31 December 2021.
2022 consolidated non-financial statement
The 2022 Consolidated Non-Financial Statement, prepared for the third year as a report separate from the financial statements in accordance with the requirements of Italian Legislative Decree 254/2016 and drawn up according to the GRI Universal Standards, was presented to the Shareholders' Meeting.
The 2022 Consolidated Non-Financial Statement describes all the main activities performed by the Sanlorenzo Group in relation to environmental, social, personnel, human rights, and anti-corruption issues, through a 360-degree responsible approach that looks at product and process sustainability, human resources, supply chain and the entire territory.
Report on Remuneration
The Ordinary Shareholders' Meeting examined the Report on the policy regarding remuneration and fees paid (the "Report on Remuneration") prepared by the Company's Board of Directors pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (the Italian Consolidated Law on Finance or "TUF") and Article 84-quater of Consob Regulation no. 11971 of 14 May 1999 (the "Issuers' Regulation").
The Ordinary Shareholders' Meeting approved the "First section" of the Report on Remuneration, related to the Company's remuneration policy for members of administrative bodies, general managers and managers with strategic responsibilities, and resolved in favourable sense on the "Second section" of this report.
Reduction in the number of members of the board of directors
Following the resignation of Directors Marco Viti and Pietro Gussalli Beretta, on 26 August 2022 and 14 March 2023 respectively, the Ordinary Shareholders' Meeting reduced the Board of Directors to 10 members, compared to 12 as determined by the Ordinary Shareholders' Meeting of 28 April 2022.
On the basis of this shareholders' resolution, the members of the Board of Directors, which will remain in office up to the date of the Shareholders' Meeting called to approve the financial statements for the year ended 31 December 2024, are therefore the following: Massimo Perotti, Paolo Olivieri, Ferruccio Rossi, Carla Demaria, Cecilia Maria Perotti, Licia Mattioli, Silvia Merlo, Leonardo Luca Etro, Francesca Culasso and Marco Francesco Mazzù.
The updated composition of the Board of Directors, including a summary of the curriculum vitae of each Director, is available on the Company's website www.sanlorenzoyacht.com, "Corporate Governance/Board of Directors" section.
1 Excluding the treasury shares held by the Company, equal to no. 123,202 at today's date.
2 Net Revenues New Yachts are calculated as the algebraic sum of revenues from contracts with customers relating to the sale of new yachts (recognised over time with the "cost-to-cost" method) and pre-owned yachts, net of commissions and trade-in costs of pre-owned boats.