• Approval of the Datalogic S.p.A. financial statements and examination of the consolidated financial statements of the Group as of 31st December 2012
• Approval of the distribution of a dividend of 15 euro cents per share (payout equal to 88%)
• Appointed the new Statutory Auditors for the period 2013-2015
• 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
Bologna, 23rd April 2013 – Today the Annual General Meeting of Datalogic S.p.A. (Borsa Italiana S.p.A.: DAL) (which dealt with ordinary and extraordinary matters), a company listed in the STAR Segment of the Italian Stock Exchange managed by Borsa Italiana S.p.A. (“Datalogic”) and global leader in the automatic data capture and industrial automation markets and producer of bar code readers, data collection mobile computers, sensors, vision systems and laser marking systems, approved the financial statements and examined consolidated financial statements for the year ending 31st December 2012.
In the international market context which continues to be uncertain, the 2012 results show that revenue performance has remained very steady at €462.3 million (up 8.6% and down 0.7% net of the contribution of Accu-Sort Systems and PPT Vision, compared to the previous year) and an increase in EBITDA which reached €62.7 million (up 6% compared to 2011).
The weak demand of the target markets, particularly the industrial automation market consisting mainly of medium-term orders in the Transportation & Logistics segment in particular, resulted in the growth outlook of the newly acquired American company Accu-Sort Systems being revised and its goodwill consequently being impaired.
The Group therefore closes 2012 with a consolidated net profit of €9.9 million, compared to €25.9 million the year before.
The Parent Company closes with a net profit of €6.2 million compared to €8.5 million of the previous year.
The shareholders approved the distribution of an ordinary dividend, gross of legal withholdings, of 15 euro cents per share, with coupon detachment (n. 6) on 13th May 2013 (record date the 15th May) and payment as of 16th May 2013.
The shareholders also resolved:
(i) the appointment of the new Statutory of Auditors that will hold office until the approval of the financial statements as of December 31st 2015: Enrico Cervellera (Chairman), Mario Ravaccia and Francesca Muserra; please note that two lists have been submitted respectively by the majority shareholder Hydra S.p.A. and by the minority shareholders D’Amico Società di Navigazione S.p.A., Cesare D’Amico and FI.PA Finanziaria di Partecipazione S.p.A., which together with all Curricula vitae of the members and other relevant documents 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 2013 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.
In terms of extraordinary matters, the shareholders resolved to amend section 15 of the Company by-laws in order to allow replacement (cooptazione) of a resigned director pursuant to article 2386 of the Italian Civil Code (in case of resignation by one or more directors during the financial year and provided however that most remaining directors have been appointed by the shareholders’ meeting) even if no eligible candidate (not previously elected) is pointed out within the same list through which the resigned director was previously appointed.
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.
The Board of Directors met today directly after the Shareholders’ Meeting and resolved 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.