Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.
Ordinary Shareholders’ meeting of Davide Campari-Milano S.p.A.
- Company’s accounts for the fiscal year ending 31 December 2012 approved
- Dividend of € 0.07 per share (in line with the 2011 dividend) approved
- New Board of Directors appointed for the period 2013-2015
- Luca Garavoglia confirmed as Chairman for the period 2013-2015
Milan, April 30, 2013 - The Shareholders’ meeting of Davide Campari-Milano S.p.A. (Reuters CPRI.MI - Bloomberg CPR IM) approved today the company’s accounts for the year ending 31 December 2012.
The Shareholders’ meeting approved a dividend for the full year 2012 per share of € 0.07 (in line with the 2011 dividend). The cash dividend will be payable on May 23, 2013 (the detachment date of coupon no. 10 will be 20 May 2013 pursuant to the Borsa Italiana calendar with a record date of 22 May 2013).
The Shareholders’ meeting appointed a new Board of Directors for the 2013-2015 period, comprised of Eugenio Barcellona, Camilla Cionini-Visani, Luca Garavoglia, Karen Guerra, Thomas Ingelfinger, Bob Kunze-Concewitz, Paolo Marchesini, Marco P. Perelli-Cippo and Stefano Saccardi.
Camilla Cionini-Visani, Karen Guerra and Thomas Ingelfinger declare that they qualify as Independent Directors as defined in article 148, paragraph 3, of the Legislative Decree no. 58/1998 (‘TUF’).
The Shareholders’ meeting confirmed Luca Garavoglia as Chairman for the 2013-2015 period.
In addition, the Shareholders’ meeting appointed the new Board of Statutory Auditors for the 2013-2015 period, comprised of Pellegrino Libroia, Chairman, and Enrico Colombo and Chiara Lazzarini, auditors.
It should be noted that Karen Guerra and Pellegrino Libroia were appointed on the basis of the lists of candidates for directors and auditors respectively, submitted by the minority shareholder Cedar Rock Capital Ltd., whilst the other directors and auditors were appointed on the basis of the lists submitted by the majority shareholders Alicros S.p.A.
The curriculum vitae of the directors and auditors appointed are available in the Investors section (‘Shareholders' Meetings’) of the company’s website www.camparigroup.com.
The Chairman, Luca Garavoglia, thanked the outgoing directors and auditors for their strong commitment to the Group and their very capable work during the past years.
2012 CONSOLIDATED RESULTS
As announced on March 7, 2013, in 2012 Group sales totalled € 1,340.8 million showing a reported growth of +5.2% and an organic growth of +2.8% (+8.8% organic growth in 2011). The exchange rates effect was positive at +2.2%. The perimeter effect was positive +0.3%, mainly driven by new distribution agreements. It should be noted that the Lascelles deMercado&Co. Ltd. acquisition was consolidated as of the closing date on 10 December 2012.
Gross margin increased to € 769.5 million, up +4.7%, or 57.4% of sales.
Advertising and promotion spending (A&P) was up by +3.5% to € 237.2 million, or 17.7% of sales (18.0% of sales in 2011), reflecting continued commitment to brand building in core markets.
Contribution after A&P (gross margin after A&P) was up by +5.3% to € 532.3 million (+2.1% organic growth), or 39.7% of sales.
Structure costs, i.e. selling, general and administrative costs, increased by +10.1%, or 17.0% of sales, reflecting the strengthened route to market and the tail end of the corporate structure build up.
Negative operating one offs amounted to € 17.2 million, mainly attributable to the transaction costs related to the Lascelles deMercado&Co. Ltd. acquisition as well as some other provisions.
EBITDA pre one-offs was up by +2.6% to € 337.4 million (-0.4% organic change), or 25.2% of sales.
EBITDA reached € 320.2 million, a decrease of -1.7%, or 23.9% of sales.
EBIT pre one-offs rose by +2.0% to € 304.7 million (-1.1% organic change), or 22.7% of sales.
EBIT reached € 287.5 million, a reduction of -2.7%, or 21.4% of sales.
Net financing costs stood at € 48.7 million, up from € 43.2 million in 2011, driven by the Group higher average net debt related to the Lascelles deMercado acquisition.
One off financial costs of € 2.6 million, related to the bridge loan for the Lascelles deMercado&Co. Ltd. acquisition (subsequently unwound following the Euro bond issue).
Group pre-tax profit reached € 236.2 million, down by -5.8%.
Group net profit reached € 156.7 million, down by -1.6% (-6.9% at constant exchange rates), negatively impacted by one-off’s. Rectified for all operating, financial and fiscal one-offs, and related fiscal effects, the Group net income reached € 167.7 million, or 12.5% of sales, an increase of +0.1%.
As of 31 December 2012, net financial debt stood at € 869.7 million (€ 636.6 million as of 31 December 2011), with healthy cash flow generation helping to counter the Lascelles deMercado&Co. Ltd. acquisition impact accounting for a total value of € 317.3 million.
Remuneration Report. The Shareholders’ meeting approved the Remuneration Report drawn up in accordance with article 123-ter, paragraph 6, of TUF.
Stock options. The Shareholders’ meeting approved a stock option plan pursuant to article 114-bis of TUF and in accordance with the stock option master plan approved by the Board of Directors on 18 March 2009 and by the Shareholders’ meeting on 30 April 2009, that does not concern the company’s directors. The company will in due course and pursuant to applicable law (article 84-bis, Consob Regulation no. 11971/99) disclose an information document regarding the new stock option plan.
Own shares. The Shareholders’ meeting authorised the purchase and/or sale of own shares, mainly to be used to serve the stock option plans. The authorisation concerns the purchase and/or sale of shares, which, including existing own shares, shall not exceed a maximum of 10% of the share capital. The authorisation will remain valid until 30 June 2014. The unit price for the purchase and/or sale of own shares will not differ by more than 25% (whether upwards or downwards) from the weighted average price in the three stock market trading sessions prior to each transaction.
Board of Directors of Davide Campari-Milano S.p.A. The Board of Directors, in a meeting held after the Shareholders' meeting, confirmed as managing directors, Bob Kunze-Concewitz, Chief Executive Officer, Paolo Marchesini, Chief Financial Officer, and Stefano Saccardi, General Counsel and Business Development Officer.
Moreover, the Board of Directors verified the independent status of the above mentioned directors Camilla Cionini-Visani, Karen Guerra and Thomas Ingelfinger based on the information received by the parties concerned and available to the Company. The Board of Directors declare that they qualify as Independent Directors as defined in current norms and regulations and Borsa Italiana's Corporate Governance Code.
Moreover, the Board of Directors verified the independent status of the Statutory Auditors as defined by article 148, paragraph 3, of TUF.
Eugenio Barcellona, Camilla Cionini-Visani and Thomas Ingelfinger were appointed members of the Internal Audit Commitee and the Remuneration and Appointments Committee, whilst the functions of the Supervisory Board pursuant to legislative decree no. 231 of 8 June 2001 will be accomplished by the Board of Statutory Auditors.
The Executive responsible for preparing Davide Campari-Milano S.p.A.’s financial reports, Paolo Marchesini, certifies - pursuant to article 154 bis, paragraph 2 of TUF - that the accounting disclosures in this statement correspond to the accounting documents, ledgers and entries.