APPOINTMENT OF THE CHAIRMAN, THE EXECUTIVE BOARDS AND THE SUB-COMMITTEES
VERIFICATION OF THE INDEPENDENCE OF 4 (FOUR) DIRECTORS AND ALL MEMBERS OF THE BOARD OF STATUTORY AUDITORS
• Amendment to a number of articles of the By-Laws of F.I.LA. – Fabbrica Italiana Lapis ed Affini S.p.A. (“Fila” or the “Company”) approved
• Granting of the power to the Board of Directors of Fila approved to increase the share capital, in accordance with Article 2443 of the Civil Code, with exclusion of the option right in accordance with Article 2441, paragraph 4, second paragraph of the Civil Code and, therefore, up to a maximum of 10%
• Individual financial statements of Fila for the year ended December 31, 2020 approved and consolidated financial statements of the Fila Group for the year ended December 31, 2020 reviewed
• Fila net profit of Euro 8.1 million (decreasing on Euro 11.3 million as per the individual financial statements of Fila for the year ended December 31, 2019)
• Distribution of a dividend to shareholders totalling Euro 6,124,805.76 approved - therefore Euro 0.12 for each of the 51,040,048 ordinary shares currently in circulation, with payment on May 26, 2021, coupon date of May 24, 2021 and record date of May 25, 2021
• Adjusted consolidated revenue of Euro 608.2 million (-11.5% on Euro 687.4 million as per the Fila Group consolidated financial statements for the year ended December 31, 2019)
• Adjusted consolidated net profit of Euro 23.1 million, compared to Euro 43.1 million in the previous year
• Net Financial Position of Euro 493.5 million (including IFRS 16 effect of Euro 84.9 million and the negative Mark to Market Hedging Interest effect of Euro 13.6 million), compared to Euro 498.2 million at December 31, 2019
• Approval, by binding vote, of first section of the remuneration policy and report prepared pursuant to Article 123-ter of Legislative Decree No. 58 of February 24, 1998 (the “CFA”) (i.e. remuneration policy for the year 2021)
• Favourable consultative vote on second section of the remuneration report and policy prepared pursuant to Article 123-ter of the CFA (i.e. remuneration report for the year 2020)
• Authorisation renewed to purchase and dispose of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting of April 22, 2020 for the portion not executed
• Establishment of the number of members and appointment of the Board of Directors of Fila, establishment of the duration of office and the remuneration of the members of the Board of Directors
• Appointment of the Honorary Chairman
• Appointment of the Board of Statutory Auditors of Fila and setting of the fees for the Chairperson of the Board of Statutory Auditors and of the Statutory Auditors
• The Board of Directors of Fila appoints (i) Giovanni Gorno Tempini, Chairman of the Board of Directors; (ii) Massimo Candela, Chief Executive Officer; and (iii) Luca Pelosin Executive Director
• Appointment of the Board sub-committees
• Verification of the independence of 4 (four) Directors and all members of the Board of Statutory Auditors
