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• Approval of the Datalogic S.p.A. financial statements and examination of the consolidated financial statements of the Group as of 31st December 2011
• Approval of the distribution of a dividend of 15 euro cents per share (payout equal to 34%)
• Appointed the new Board of Directors for 2012-2014
• Approval of the Compensation Report pursuant to art. 123-ter, para. 6, of the Italian Legislative Decree no. 58/1998
• Authorization to purchase and dispose treasury shares
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• The Board of Directors confirm Mauro Sacchetto as Chief Executive Officer of the Company
Bologna, 24th April 2012 – Today the Shareholders of Datalogic S.p.A. (Borsa Italiana S.p.A.: DAL), a company listed on the Mercato Telematico Azionario – Star Segment – organized and managed by Borsa Italiana S.p.A. (“Datalogic”), market leader in bar code readers, data collection mobile computers, RFID and vision systems - approved the financial statements and examined consolidated financial statements for the year ending 31st December 2011.
Financial year 2011 has been the best ever in terms of revenues and profit, confirming the effectiveness of the strategies adopted in the last two years: consolidated net profit grew by 44% to 25.9 million Euro, compared to 18 million Euro for 2010.
In 2011 revenues amounted to 425.5 million Euro up 8.3% versus 392.7 million Euro for the previous year.
EBITDA rose to 59.2 million Euro up 19% compared to 49.8 million Euro in 2010, with an EBITDA margin at 13.9% compared to 12.7% the previous year.
Consolidated net profit amounts to approx. 25.9 million Euro, including non-recurring costs related to the acquisitions of PPT Vision and Accu-Sort Systems for 1.8 million Euro and to the new Supply Chain of the ADC division for 1.9 million Euro. This project - which involved the integration of all the Operations processes (manufacturing and logistics) of Datalogic Scanning and Datalogic Mobile, which are now all combined in a single ADC (Automatic Data Capture) division – entailed non-recurring costs for 8.4 million Euro.
Net financial debt at 31st December 2011 was -59.4 million Euro, showing an improvement compared to -76.5 million Euro at 31st December 2010.
The shareholders approved the distribution of an ordinary dividend, gross of legal withholdings, of 15 euro cents per share, with coupon detachment (n. 5) on 30th April 2012 and payment as of 4th May 2012).
The shareholders also resolved:
(i) the appointment of the new Board of Directors that will hold office until the approval of the financial statements as of December 31st 2014: Romano Volta (Chairman), Mauro Sacchetto, Pier Paolo Caruso, Gianluca Cristofori (independent Director), Giovanni Tamburi, Emanuela Bonadiman (independent Director), Filippo Maria Volta and Valentina Volta. All the appointed Directors were taken from the sole list submitted by the majority shareholder Hydra S.p.A. together with all Curricula vitae of the members and other relevant documents which are available at the Company Headquarters, at the Italian Stock Exchange Headquarters, as well as on the Company’s web site www.datalogic.com – Governance – Shareholders’ Meeting Documentation.
(ii) to approve, pursuant to art. 123-ter, para. 6, of the Italian Legislative Decree no. 58/1998, the report regarding compensation of the directors and of all managers with strategic responsibilities in Datalogic S.p.A. and all its controlled companies;
(iii) to authorize the Board of Directors to purchase and dispose of treasury shares. Buyback operations are motivated by Datalogic’ desire to act as a stabiliser, thus improving the stock’s liquidity. More specifically, this authorisation was granted for the purchase and dispose of up to a maximum of 11.689.298 ordinary shares – equal to 19.9% of the share capital (including treasury shares already in the portfolio) – for the period between the shareholders’ meeting held today and the shareholders’ meeting which will be held for the approval of the 2012 financial statements, and however for a period not exceeding 18 months from today’s shareholders’ meeting. According to the approved plan, the purchase price of each ordinary share will range between a par value of 2 Euro and 20 Euro.
Regarding today’s meeting please note that:
a) A summary statement of the voting with the number of shares represented at the General Meeting, the number of shares for which votes were cast, the percentage of share capital represented by these shares, also including the number of votes in favor of and against each resolution and the number of abstentions, will be available on the company’s website no later than 5 (five) days from today, pursuant to art. 125-quater, para. 2, of the Italian Legislative Decree no. 58/1998;
b) The minutes of the General Meeting will be available to the public within 30 days from today pursuant to both artt. 77, para 3, and 85, para 1-bis, of the Issuers Regulation.
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The new Board of Directors met today directly after the Shareholders’ Meeting and resolved:
(i) to appoint Mauro Sacchetto as Chief Executive Officer of the Company;
(ii) to confirm the independence, pursuant to art. 148, para. 3 of the Italian Legislative Decree no. 58/1998, and also to Principle 3.P.1. and to Criteria 3.C.1. of the Italian Stock Exchange Corporate Governance Code, of its members Mr Gianluca Cristofori and Ms Emanuela Bonadiman;
(iii) to establish among its members a Remuneration Committee, also acting as committee to propose candidates for appointment to the position of director, made up by Emanuela Bonadiman (Chairman) and Gianluca Cristofori;
(iv) to establish among its members a Control and Risk Committee, also acting as Related Party Committee, made up by Gianluca Cristofori (Chairman) and Emanuela Bonadiman;
(v) to appoint Mr Gianluca Cristofori as Lead Independent Director;
(vi) to appoint Mr Marco Rondelli, Chief Financial Officer of the Company, as Manager responsible for preparing the company’s financial reports;
(vii) to establish a Supervisory Body as per Legislative Decree 231/01 made up by Mr Gerardo Diamanti (Chairman) and Mr Andrea Pascerini, as external member of the Company, and Mr David Scapparone, internal auditor of the Company.
The manager responsible for preparing the company’s financial reports - Mr Marco Rondelli – declares, pursuant to paragraph 2 of Art. 154-bis of the Italian Legislative Decree no.58/1998, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
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