Finmeccanica: Shareholders' Meeting approves 2011 financial statements
· Appointed Director Mr. Alessandro Pansa, already co-opted by the Board of Directors on December 1, 2011
· Appointed new Board of Auditors for the 2012-2014 period
· Assigned the task of statutory audit for the period 2012-2020
· Amendments to Articles of Association resolved in extraordinary session
· Resignation of Director
The Shareholders' Meeting of Finmeccanica SpA, held today in Rome, approved the Company's financial report for the Full Year 2011 and reviewed the consolidated financial report. The results of Finmeccanica at December 31, 2011 must be seen in the context of some events, external and internal, that significantly impacted the Company during the year. The recession affecting the main industrial sectors, beginning in 2008, impacted with a lag of about two years the Aerospace and Defense sector, producing significant and very sizeable effects. In a recessive scenario, the Group has inevitably been affected by a decline in orders and a reduction of revenues. Finmeccanica has therefore initiated, and is pursuing, a reorganization plan with the objective of implementing a
significant and structural recovery of profitability and cash generation in the short to medium term, together with the reorganization of the business portfolio and a process of strategic strengthening.
Key economic data
· Orders: 17.434 billion euros
· Backlog: 46.005 billion euros
· Revenues: 17.318 billion euros
· Ebita Adjusted: -216 milion euros
· Net loss of 2.306 billion euros, due to "exceptional" events and "non-recurring charges" for 3.180 billion euros
· Free Operating Cash Flow: -358 milion euros
· Net financial debt: 3.443 billion euros
· Employees: 70,474
· Investments in Research & Development: 2.020 billion euros
Finmeccanica has also confirmed the "guidance" for Full Year 2012 as regards the main economic and financial figures of the Group. In particular:
· Orders: approximately 17.5 billion euros
· Revenues: 16.9/17.3 billion euros
· Adjusted Ebita: about 1.1 billion euros
· Free Operating Cash Flow: positive
Addition to the Board of Directors
The Shareholders' Meeting appointed to the position of Director Mr. Alessandro Pansa, already coopted by the Board of Directors on December 1, 2011 pursuant to art. 2386 of the Civil Code. Mr. Pansa will remain in office until the expiration of the current Board of Directors and, therefore, until the approval of the financial statements for the Full Year 2013. The curriculum vitae for Mr. Pansa is available on the Company's website (www.finmeccanica.com ).
Appointment of statutory auditors
The Meeting approved, as proposed by the Board of Statutory Auditors, the assignment of the statutory audit for the period 2012-2020 to the auditing firm KPMG S.p.A.
Appointment of the Board of Statutory Auditors
The Shareholders' Meeting also appointed the new Board of Statutory Auditors, which will remain in office for the period 2012-2014 and, therefore, until the approval of the financial statements for financial year 2014. The Board of Statutory Auditors is composed as follows: Auditors: Niccolò Abriani, Riccardo Raul Bauer, Maurilio Fratino, Silvano Montaldo and Eugenio Pinto. Substitute Auditors: Stefano Fiorini and Vincenzo Limone.
Niccolò Abriani, Riccardo Raul Bauer and Stefano Fiorini were presented in a list prepared by a group of asset management companies and institutional investors (collectively holding 1.037% of the share capital) originated by Assogestioni, voted by about 29.96% of the capital represented at the Meeting.
Maurilio Fratino, Silvano Montaldo, Eugenio Pinto and Vincenzo Limone were proposed by the Ministry of Economy and Finance (owner of 30.204% of the share capital), voted by about 67.42% of the capital represented at the Meeting.
The Shareholders also appointed Riccardo Raul Bauer Chairman of the Board of Statutory Auditors, also proceeding to determine the remuneration due to the supervisory body for each Auditor (euro 52,000 gross per annum) and for the Chairman (euro 78,000 gross per annum). The curricula of the Auditors are available on the Company's website (www.finmeccanica.com).
The Shareholders voted in favour on the first section of the Remuneration Report, which illustrates the Company's policy on compensation of members of the boards of directors, general managers and key management personnel, and the procedures used for the adoption and implementation of this policy.
Amendments to the Articles of Association
Finally, the Shareholders resolved, in extraordinary session, some amendments to ensure, in accordance with the provisions of Law no. 120/2011, the gender balance in the composition of the Board of Directors and the Board of Statutory Auditors.
The summary statement of the votes will be made available on the Company's website (www.finmeccanica.com), in accordance with art. 125-quater of the Consolidated Law on Finance (TUF), within the prescribed deadline of five days from the meeting.
Resignation of Director
Please be informed that Mr. Marco Iansiti, due to unforeseen personal and professional commitments, has resigned from the position of Director. Mr. Iansiti, non-executive and independent Director, was appointed by the Shareholders on May 4, 2011 and was also a member of the Strategy Committee.
The Board of Directors, after acknowledging his resignation, will proceed - in the meeting held after today's Meeting - to the appointment by cooptation pursuant to art. 2386 of the Civil Code.
The officer in charge of preparing the company’s accounting documents, Mr. Alessandro Pansa, hereby declares, in accordance with the provisions of Article 154-bis, paragraph 2, of the Consolidated Law on Financial Intermediation, that the accounting information included in this press release corresponds to the accounting records, books and supporting documentation.
The above information will be made available to the public, in an appendix to the Annual Financial Report and the Report of the Board of Statutory Auditors, on the Company's website (www.finmeccanica.it) and by filing with Borsa Italiana S.p.A.