Breadcrumbs

13 May 2008

Shareholders' Meeting approves financial statements 2007

The General Shareholders’ Meeting of Buzzi Unicem SpA met in Casale Monferrato on May 13, 2008 to approve the financial statements for the year ended December 31, 2007.

The meeting resolved the distribution of a dividend of €0.420 to ordinary shares and of €0.444 to savings shares (in the previous year the dividend was €0.350 to ordinary shares and €0.374 to savings shares plus a supplement of €0.05 for both categories of shares on the occasion of the company’s centennial).

The dividend will be payable as from May 22, 2008, with detachment on May 19, 2008 of coupon no. 11 for both ordinary and savings shares.


In 2007 consolidated net sales stand at €3,496.1 million versus €3,205.0 million in 2006  (+9.1%). Ebitda reaches €1,045.6 million (€931.1 million in 2006). Consolidated net profit increases to €458.5 million from €349.8 million in 2006. As of December 31, 2007, net debt amounts to €621.2 million, up €12.3 million from €609.0 million at year-end 2006. Total equity, inclusive of minorities, increases to €2,513.4 million versus €2,425.4 million as of December 31, 2006. Consequently debt/equity ratio is virtually unchanged at 0.25.

The parent company Buzzi Unicem SpA reports a net profit of  €149.2 million (€147.6 million in 2006) with cash flow at €186.8 million.


Moreover, the Shareholders’ Meeting resolved to authorise the Board of Directors, for a length of 18 months, to buy-back a maximum of additional #4,000,000 ordinary and/or savings shares as well as totally and/or partially exercise the pre-emption right pertaining to treasury shares in portfolio to the extent of the purchase of additional #2,000,000 ordinary and/or savings shares, besides those for the buy-back of which the authorisation is given, under the terms and conditions of the Board of Directors’ proposal, up to a maximum amount of €192 million.
The proposed purchase price, inclusive of ancillary charges, ranges from a minimum of €0.60, equal to par value, to a maximum of €23.0 for savings shares and from a minimum of €0.60, equal to par value, to a maximum of €32.0 for ordinary shares.
The treasury shares shall be purchased on the market, according to Borsa Italiana rules.

The above authorisation is required to allow the company to intervene in case of fluctuation of the shares price beyond the normal market volatility, within the extent allowed by the law and the market rules, as well as to give the company an instrument for liquidity investment. The authorisation to the disposal of treasury shares is also required to allow the company to use the treasury shares held by the company within incentive plans for assignment, also without consideration, to employees of the company and its subsidiaries and namely within the existing MBO allocation scheme approved in 2004 and expiring in 2008.
Based on the resolution of the General Shareholders’ Meeting of May 11, 2007, the company has bought a total of #300,500 savings shares.


Moreover the Shareholders’ Meeting renewed the Board of Directors and the Statutory Auditors’ Committee whose appointment will expire with the approval of the financial statements as of December 31, 2010.

The Shareholders’ Meeting fixed the Board of Directors’ members at 13 with the appointment of Messrs Wolfgang Bauer; Paolo Burlando, Alessandro Buzzi, Enrico Buzzi, Franco Buzzi, Michele Buzzi, Pietro Buzzi, Alvaro Di Stefano, York Dyckerhoff, Elsa Maria Fornero, Gianfelice Rocca, Maurizio Sella and Marco Weigmann, all drawn from the one and only list submitted by the majority shareholder.

Directors Elsa Maria Fornero and Gianfelice Rocca have declared that they meet the criteria required by the Finance Consolidation Act and by the Code of Conduct of the listed company to be classified as independent. Moreover directors York Dyckerhoff and Maurizio Sella have declared that they meet the criteria required by the Code of Conduct of the listed companies to be classified as independent.

Moreover the Shareholders’ Meeting appointed the Statutory Auditors’ Committee in the persons of: Mario Pia as Chairman, Gianfranco Barzaghini and Giorgio Giorgi as regular members, Roberto D’Amico and Paola Lucia Giordano as alternates, all drawn from the one and only list submitted by the majority shareholder.

The directors and statutory auditors’ curriculum is available on the company’s website www.buzziunicem.it.

The Board of Directors, which met right after the Shareholders’ Meeting, confirmed Alessandro Buzzi as Chairman, Enrico Buzzi and Franco Buzzi as Vice-Chairmen, Michele Buzzi and Pietro Buzzi as Managing Directors, granting them powers for the ordinary and extraordinary management.

Finally the Board of Directors resolved:
- to appoint the Committee for the Internal Control in the persons of the independent directors Maurizio Sella (Chairman) and Elsa Maria Fornero and of the non-executive director Paolo Burlando;
- to confirm the manager responsible for preparing the company’s financial reports;
- to assign #45,025 treasury savings shares to the managers of the company and its subsidiaries who attained the individual and corporate objectives previously set. The savings shares granted are freely tradable.


The manager responsible for preparing the company’s financial reports, Aldo Arri, 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.


Company contacts:
Investor Relations Assistant
Mariangiola Fiore
Phone. +39 0142 416 404
Email  mfiore@buzziunicem.it