- Consolidated turnover of €1,250.2 million (€1,182.5 million
in 2019);
- Group net profits of €123.6 million (€113.9 million in
2019).
The proposal to distribute a dividend of €0.56 per share has
been approved.
Board of Directors and Board of Statutory Auditors appointed
for the three-year period 2021-2023.
Resolutions in relation to the purchase and/or sale of
treasury shares.
The Board of Directors' power to increase the share capital
with a share premium was approved.
The General Shareholders’ meeting of Reply S.p.A. [MTA, STAR:
REY] today approved the Financial Statements for the financial year
2020, confirming the distribution of a gross dividend of €0.56 per
share.
The dividend will be paid on 5 May 2021, with dividend date set
on 3 May 2021 (record date on 4 May 2021).
2020 Financial Statement
The Reply Group closed the 2020 financial year with a
consolidated turnover of €1,250.2 million, recording a 5.7%
increase compared to €1,182.5 million for the 2019 financial
year.
Consolidated EBITDA was €207.9 million, up 8.7% compared to
€191.3 million in 2019.
Consolidated EBIT, from January to December, was €169.5 million,
up 9.1% compared to €155.3 million at December 2019.
The Group net profit was at €123.6 million, up 8.6% compared to
€113.9 million recorded in 2019.
The Shareholders’ Meeting also approved the following
resolutions, in accordance with the proposal of the Board of
Directors:
Appointment of the Board of Directors and the Board of
Statutory Auditors for the three-year period 2021-2023
The Shareholders’ Meeting appointed the new members to the Board
of Directors and the Board of Statutory Auditors for the three-year
period 2021-2023 based on the submitted list of candidates.
The following have been appointed as Directors:
- Mario Rizzante (Chairman), Tatiana
Rizzante, Filippo Rizzante, Daniele Angelucci, Marco Cusinato,
Elena Previtera and Patrizia Polliotto (who declared to comply with
the independence requirements set forth in article 148 of the TUF
[Testo unico sulla finanza – Financial Act] and the Corporate
Governance Code), drawn from the majority list submitted by the
shareholder Alika S.r.l. (holder of a 39.754% stake in Reply
S.p.A.'s share capital), and obtained the highest number of votes
(76.709% of votes obtained);
- Secondina Giulia Ravera and Francesco Umile
Chiappetta, who declared to comply with the independence
requirements set forth in article 148 of the TUF and the Corporate
Governance Code, drawn from the minority list submitted by a group
of investors (holding a total stake of 3.503% of Reply S.p.A.'s
share capital).
The appointed Board of Statutory Auditors consists of three
standing members and two alternates:
- Ciro Di Carluccio (Chairman) and Giancarla
Branda (Alternate Auditor), who declared to comply with the
independence requirements set forth in article 148 of the TUF and
the Corporate Governance Code, drawn from the minority list
submitted by a group of investors (holding a total stake of 3.503%
of Reply S.p.A.'s share capital);
- Piergiorgio Re (Standing Auditor), Ada
Garzino Demo (Standing Auditor), Stefano Barletta (Alternate
Auditor), who declared to comply with the independence requirements
set forth in article 148 of the TUF and the Corporate Governance
Code, drawn from the majority list submitted by the shareholder
Alika S.r.l. (holder of a 39.754% stake in Reply S.p.A.'s share
capital), and obtained the highest number of votes (75.741% of
votes obtained).
- The curricula vitae of the Directors and
Statutory Auditors, as well as the additional documentation
required by current legislation, are available in the investors’
section of the company website www.reply.com
Approval of the Programme for the Acquisition and/or Disposal
of Own Shares
The Shareholders’ Meeting authorised a new share buyback
programme, while withdrawing the current one approved at the
Shareholders’ Meeting of 21 April 2020: the main objective of this
programme is the purchase of shares to implement the stock
incentive plans, transactions aimed at the acquisition of equity
investments, extraordinary financial transactions and/or the
conclusion of agreements with strategic partners.
The authorization has a duration of 18 months from the date of
the resolution, for a maximum of 7,411,457 ordinary shares (equal
to 19.8107% of the current share capital) with a nominal value of
€0.13 each for a maximum nominal value of €963,489.41, within the
limit of a maximum financial commitment of €300,000,000. The
purchase price may not be lower than the nominal value (currently
€0.13) and higher than the official trading price recorded on the
MTA market on the day before the purchase, increased by 20%.
Approval of the Remuneration Report
The Shareholders' Meeting also approved Section II of the
Remuneration Report drafted pursuant to Article 123-ter of
Legislative Decree 58/1998.
Approval of the delegation of powers to the Board of
Directors to increase the share capital with a share premium,
subject to withdrawal of the previous delegation of powers granted
on 21 April 2016
The Shareholders' Meeting withdrew the mandate conferred to the
Board of Directors to increase the share capital, which expired on
April 21, 2021, and reauthorized the Board of Directors, in
compliance to article 2443 of the Italian Civil Code, to increase
the share capital with a share premium and the exclusion of
shareholders' option rights in compliance to article 2441,
paragraph 4, up to a maximum nominal amount of 390,000.00 Euros
through the issue of a maximum of 3,000,000 new Reply S.p.A.
ordinary shares with a nominal value of 0.13 Euros each, to be
executed in one or more tranches, therefore in a divisible manner,
for a maximum period of five years, to be paid through
contributions in kind of shares in other companies, having a
similar or analogous purpose to the company's or in any case
functional to the development of the business. The Shareholders'
Meeting consequently resolved to amend Article 5 (Share Capital) of
the Articles of Association
The manager in charge of drafting the company's financial
reports, Dr Giuseppe Veneziano, declares in accordance with
Paragraph 2 of Article 154-bis of the Consolidated Finance Act,
that the accounting information contained in this press release
corresponds to the company's records, ledgers and accounting
records.
Reply Reply [MTA, STAR: REY, ISIN: IT0005282865]
specialises in the design and implementation of solutions based on
new communication channels and digital media. Reply is a network of
highly specialised companies supporting key European industrial
groups operating in the telecom and media, industry and services,
banking, insurance and public administration sectors in the
definition and development of business models enabled for the new
paradigms of AI, cloud computing, digital media and the Internet of
Things. Reply services include: Consulting, System Integration and
Digital Services www.reply.com
April 26, 2021
This press release is a translation, the
Italian version will prevail.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210426005462/en/
Media Contacts
Reply Fabio Zappelli f.zappelli@reply.com Tel.
+390117711594
Investor Relation Contacts
Reply Riccardo Lodigiani r.lodigiani@reply.com Tel.
+390117711594
Michael Lueckenkoetter m.lueckenkoetter@reply.com Tel.
+49524150091017
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