2022 Monetary Statements permitted
Approval of ultimate dividend of 10 eurocents per atypical share
Plan for buy and disposal of the corporate’s atypical shares permitted
Mantua, 18 April 2023 – The Annual Common Assembly of Piaggio & C. S.p.A. shareholders met right this moment in Mantua, chaired by Roberto Colaninno and attended by 78.864% of the share capital, solely via proxies granted to Monte Titoli S.p.A. (Euronext Group), the Designated Consultant below artwork. 135-undecies of Legislative Decree no. 58/1998 (“TUF” – Consolidated Finance Act) and in compliance with the provisions of artwork. 106 of decree legislation 18/2020, as transformed into legislation and subsequent amendments.
The Assembly examined and permitted the Piaggio & C. S.p.A. 2022 separate monetary statements and took word of the Piaggio Group’s consolidated monetary statements as at and for the yr ended 31 December 2022 and the consolidated non-financial declaration.
Briefly, the Piaggio Group offered 625,000 autos in 2022 (+16.7% from 2021), to report consolidated internet gross sales of two,087.4 million euro (+25.1% from 2021); consolidated EBITDA was 298.1 million euro (+23.9% from 2021), with an EBITDA margin of 14.3%. EBIT was 158.7 million euro (+41% from 2021) and internet revenue was 84.9 million euro (+41.4% from 2021). Internet monetary debt at 31 December 2022 stood at 368.2 million euro, an enchancment of 12.1 million euro from 380.3 million euro at 31 December 2021.
The Annual Common Assembly permitted the allocation of the yr’s revenue, with 3,752,875.02 euro to the authorized reserve and 5,641,334.17 euro to the “Retained Earnings” reserve.
The AGM additionally permitted cost of a ultimate dividend of 10 eurocents (pre-tax) to every entitled atypical share (along with the interim dividend of 8.5 eurocents paid on 21 September 2022, ex-dividend date 19.09.2022), for a complete dividend for 2022 of 18.5 eurocents, amounting general to 65,663,291.29 euro (from the residual revenue for monetary yr 2022 following the allocations to the authorized reserve and the “Retained earnings” reserve talked about above). Whereas the quantity of the ultimate dividend is not going to change, the full dividend quantity could fluctuate, relying on the variety of treasury shares held by the Firm on the file date, with a consequent adjustment to the numerical quantities indicated above. The ex-dividend date (coupon no. 20) is 24 April 2023, the file date is 25 April 2023, and the cost date is 26 April 2023.
The Piaggio & C. S.p.A. AGM additionally permitted the remuneration coverage, pursuant to artwork. 123-ter. 3-ter of the TUF and all different legal guidelines and rules (therefore with a binding decision), and the Remuneration Report, pursuant to artwork. 123-ter. 6, of the TUF and all different legal guidelines and rules (therefore with a non-binding decision), set out respectively in Part I and Part II of the “Report on remuneration coverage and charges paid”.
The Piaggio & C. S.p.A. Shareholders’ Assembly renewed the authorisation for the acquisition and disposal of the Firm’s personal shares. The aim is to offer the Firm with a helpful strategic funding alternative for the needs allowed below legislation, together with the needs contemplated in artwork. 5 of EU Regulation 596/2014 (Market Abuse Regulation, hereinafter “MAR”) and the practices allowed below artwork. 13 MAR, and to proceed with purchases of personal shares for subsequent cancellation.
The share buyback authorisation was granted for a most variety of shares that, making an allowance for the Piaggio & C. S.p.A. atypical shares held every so often by the Firm and its subsidiaries, could not exceed the utmost restrict established by the relevant legal guidelines in power on the time, and for a consideration that doesn’t exceed the better of the value of the newest impartial transaction and the value of the best present impartial supply on the buying and selling markets the place the buyback is made, with out prejudice to the situation that the per-share buy consideration shall not in any case be greater than 20% beneath and 10% above the imply official share value within the 10 buying and selling days earlier than every buy transaction.
The acquisition authorisation will stay in impact for 18 months as from the date of the AGM, whereas the authorisation for disposal was granted with none time restrict (additionally in relation to treasury shares already held by the Firm).
Lastly, a rare session of the Piaggio & C. S.p.A. AGM permitted the cancellation of three,521,595 treasury shares within the firm’s portfolio (equal to 0.983% of its share capital), with out change to the present share capital (207,613,944.37 euro); after the cancellation, the corporate will maintain 20,000 treasury shares, plus any shares it might buy subsequently. Cancellation of the portfolio shares required an modification to article 5.1 of the Firm’s by-laws to replicate the brand new variety of excellent shares, 354,632,049.
Piaggio Group: share buyback program
Mantua, 18 April 2023 – At a gathering held after right this moment’s Annual Common Assembly and in reference to the authorisation for the acquisition and disposal of personal shares given by the Piaggio shareholders on the AGM, the Board of Administrators of the Piaggio Group (PIA.MI) permitted the launch of a share buyback program, which represents a helpful strategic funding alternative for the needs allowed below legislation, together with the needs contemplated in artwork. 5 of Regulation (EU) 596/2014 (Market Abuse Regulation, “MAR”), amongst which the acquisition of personal shares for subsequent cancellation, and within the practices allowed below artwork. 13 MAR.
Buy transactions below this system will likely be carried out within the method and in compliance with the boundaries set out within the aforementioned shareholder decision, particularly:
- as much as 10,657,000 no-par Piaggio atypical shares could also be bought, for a most outlay of 41,500,000 euro, thus inside the authorized limits (20% of share capital, pursuant to artwork. 2357, par 3, Italian Civil Code;
- share buybacks shall happen inside the limits of distributable earnings and accessible reserves as mirrored in the newest monetary statements (together with interim monetary statements) permitted on the time of implementation of the transaction;
- share buybacks shall be effected on the regulated market in a fashion that ensures equality of remedy of shareholders as envisaged by artwork. 132 of Regulation 58/1998, with the graduality deemed to be within the pursuits of the Firm and in accordance with present legal guidelines, adopting the procedures envisaged by artwork. 144-bis, paragraph 1, head b) of Consob Regulation 11971/1999, as amended, and making an allowance for the situations regarding buying and selling as per artwork. 3 of the Delegated Regulation (EU) 2016/1052 (“Regulation 1052”) enacting the MAR (i) for a consideration that shall not be increased than the better of the value of the newest impartial transaction and the value of the best impartial supply on the buying and selling markets the place the buyback is made, with out prejudice to the situation that the per-share consideration shall not in any case be greater than 20% beneath or 10% above the imply official Piaggio share value within the ten buying and selling days earlier than every single buy transaction; (ii) for volumes not exceeding 25% of the typical day by day quantity of Piaggio shares traded on the regulated market the place the buyback is made, decided on the premise of the parameters as per artwork. 3 of Regulation 1052;
- the buyback program could also be applied, in a number of tranches, via 17 October 2024.
On completion of the cancellation of three,521,595 treasury shares permitted by right this moment’s AGM, the corporate will maintain 20,000 treasury shares (in addition to any shares it might subsequently buy).