27 April 2012
The proposal of the distribution of a dividend of 0.50 Euros per share was approved.
The Board of Directors and the Board of Auditors were appointed for the three-year period 2012-2014.
The Share Purchase Plan and assignment of treasury shares were approved
Reply S.p.A. – a company listed on the STAR segment of the Milan stock exchange [MTA, STAR: REY] – held an ordinary Shareholders’ Meeting today to approve the financial statements for the 2011 financial year, confirming the distribution of a gross dividend of 0.50 Euros per share.
Dividends will be paid as from 31 May 2012, with the ex-dividend date set at 28 May 2012.
Financial Statements for the 2011 financial year
Reply Group closed the 2011 financial year with consolidated sales revenues of 440.3 million Euros, an increase of 14.6% over the 384.2 million Euros reported in 2010.
EBITDA achieved was 55.0 million Euros (49.2 million Euros in 2010) while EBIT achieved was 48.7 million Euros (41.6 million Euros in 2010). The net profit was equal to 24.2 million Euros (20.4 million Euros in 2010).
The Shareholders’ Meeting also approved the following motions:
Appointment of the Board of Directors and the Board of Auditors for the coming three-year period
The Shareholders’ Meeting also served to appoint the new members of the Board of Directors for the three-year period 2012-2014 – upon approval of the increase in the number of members which rises from 7 to 9 – in addition to the Board of Auditors for the coming three-year period 2012-2015, based upon the list presented by the majority shareholder of ALIKA S.R.L..
Board Members appointed: Mario Rizzante (Chairman), Oscar Pepino, Tatiana Rizzante, Claudio Bombonato, Filippo Rizzante, Carlo Alberto Carnevale Maffè, Fausto Forti, Daniele Angelucci and Marco Mezzalama.
More specifically, the Board Members: Fausto Forti, Marco Mezzalama and Carlo Alberto Carnevale Maffè meet the conditions described in Article 148, Paragraph 3 of Legislative Decree no. 58/1998, in addition to the Self-regulatory Code of the Publicly Traded Company, to qualify as independents.
The Board of Auditors includes three regular members and two substitute auditors: Cristiano Antonelli (President), Ada Alessandra Garzino Demo (regular), Paolo Claretta-Assandri (regular), Alessandro Mikla (substitute) and Alessandro Pedretti (substitute).
Approval of the stock repurchase plan
The stock repurchase plan authorized by the General Meeting of 28 April 2011 was brought to an early close today. This plan had an initial duration of 18 months and addressed a maximum of 743,759 ordinary shares. Upon termination of the plan, Reply now holds a total of 235,813 of its own shares, equivalent to 2.5568% of the entire share capital.
The Shareholders’ Meeting also authorized a new stock repurchase plan: the primary objective of this new plan is the purchase of shares as part of a shareholders’ incentive package, the purchase of stakes in and/or the conclusion of agreements with strategic partners.
This plan has a duration of 18 months starting on the date of approval, and addresses a maximum of 1,608,758 ordinary shares (equivalent to 17.4432% of the company’s registered stock) with a nominal value of €0.52 each and a cumulative value of €836,554.16 (the maximum allowed financial commitment is €30,000,000). The purchase price may not be higher than the official price of the transactions registered on the MTA Market on the day prior to purchase, increased by 15%.
Approval of the remuneration Report
The Shareholders’ Meeting also approved the remuneration Report drawn up in compliance with Art 123-ter of Legislative Decree 58/1998.
"The year 2011 - stated Mario Rizzante, the President of Reply – was, for our Group, a year characterised by excellent results, both in terms of economic results and our market position. Reply, is presently an ever-increasingly international Group, active in Europe and in America, with its own unique position within the main IT investment areas of the large companies".
"Over the last few years – Mario Rizzante continues – we have invested in niche skills which are increasingly proving themselves to be fundamental when redefining business models, such as Cloud Computing, Social Media, Big Data and the Internet of Things and we have carried out important and significant reengineering work relative to our offer, constantly re-aligning it to requirements of a market which is undergoing profound transformation, which sees technology which is cohesive and aligned with ever expanding and rapid business processes, ranging from CRM to SCM, from Mobile to digital payments".
"2012 – Mario Rizzante concludes – has begun positively for Reply and the results of the first few months leave us feeling confident with the development strategy which we have established and which we hope to achieve".
The manager responsible for drawing up the company’s accounts, Mr Giuseppe Veneziano, declares that, pursuant to Paragraph 2 of Article 154 bis of the Consolidated Finance Law, the accounting information contained in this release matches the information included in the accounting books and records.