Resolutions Passed by Ordinary Shareholders’ Meeting on 27 April 2012
April 27 2012 - 10:00AM
Italian Regulatory (Text)
Eurotech: Resolutions Passed by Ordinary Shareholders' Meeting
on 27 April 2012
Amaro (Italy), 27 April 2012 · · Statutory Financial Statements for
the year ended on 31 December 2011 approved and 2011 Consolidated
Financial Statements presented to shareholders First Section of the
Report on Remuneration approved, pursuant to Article 123-ter of
Italian Legislative Decree 58/1998; Purchase and use of own shares
authorized
·
Approval of Statutory Financial Statements for the year ended on 31
December 2011 and presentation of 2011 Consolidated Financial
Statements The Ordinary Shareholders' Meeting of Eurotech SpA,
which met today on second call in Amaro under the chairmanship of
Roberto Siagri, approved Statutory Financial Statements for the
year ended on 31 December 2011, confirming the data of the Draft
Financial Statements approved by the Board of Directors on 15 March
2012, and also presented 2012 Consolidated Financial Statements to
shareholders. Eurotech Group. In FY2011 consolidated net revenues
totalled 93.81 million (mn) (99.27 mn in FY2010) and EBIT amounted
to -4.87mn (-0.74 in FY2010), with a net loss of -7.25mn (-6.08 mn
in FY2010). Eurotech S.p.A.. The parent company ended 2011 with a
net loss of -18.49 mn (-0.52 mn in FY2010), mainly attributable to
the effect of write-downs of shareholdings of 13.54 million, that
due to accounting reasons are evident only in the Statutory
Financial Statements. In particular, it was written down by EUR
12.08 million the value of the shareholdings in the American
holding company ETech USA Inc., through which Eurotech Inc. and
Dynatem Inc.are controlled. This write-down adjusts the value of
the shareholdings reflecting, on the one hand, the write-down of
the ADS and Arcom brands already made in 2008 in the Consolidated
Financial Statements, and on the other hand the amortization of the
higher values attributed to the Customer Relationship, recorded
annually in the Consolidated Financial Statements.
EUROTECH spa Via F. Solari, 3/A 33020 Amaro (UD) - ITALY Tel. +39
0433 485411 Â Fax. +39 0433 485455 ir@eurotech.com
www.eurotech.com
Approval of the First Section of the Report on Remuneration The
Shareholders' Meeting approved, with non-binding vote, the First
Section of the Report on Remuneration prepared in accordance with
Articles 123-ter of Italian Legislative Decree 58/1998 and
84-quater of Consob Regulation n. 11971/1999, and in accordance
with Annex 3A Schemes 7-bis and 7-ter of the same Regulation.
Authorization to purchase of own shares The Shareholders' Meeting
has also decided to authorize purchase and use of the Company's own
shares. This request for authorization aims to enable the Board of
Directors possibly to use treasury shares, in compliance with
current regulations, for the purposes contemplated by market
practice concerning share buyback to create a so-called "securities
inventory", as allowed by the CONSOB (Italian securities &
exchange commission), pursuant to Article 180, paragraph 1, letter
c), of Italian Legislative Decree 58/1998, with its resolution no.
16839 of 19 March 2009 and thus (i) for the purposes of possible
use of the shares as payment in extraordinary operations, also
involving equity swaps with other parties as part of deals in the
Company's interest, or (ii) for the purposes of using any such
treasury shares to service programmes for distribution, with or
without consideration, of stock options or shares to directors,
employees and outside staff of the Company, or of the latter's
subsidiaries, as well as for bonus stock grant programmes for
shareholders. Authorization has been given for the purchase, also
in several tranches, of ordinary shares up to a maximum amount not
exceeding, in total, the maximum limit established by the
regulations applicable at any given time and for a period of 18
(eighteen) months, as from the date of the Ordinary General
Shareholders' Meeting resolution. Authorisation for use of treasury
shares has been given without any time limits. The resolution
provides that own-share buybacks be performed observing the
operating conditions established for the market practice mentioned
above, meaning that the limits and restrictions referred to in such
practice are also applicable, in particular those concerning the
price of purchase proposals and volume of trades. In addition, The
Shareholders' Meeting has decided, in any case, the minimum unit
amount be not more than 15% lower and the maximum amount not more
than 15% higher than the official price recorded for Eurotech stock
on the market trading day preceding each single purchase
transaction or, if purchases are made by means of a public tender
or exchange offer, that they take place at an amount with a minimum
not more than 15% lower and a maximum not more than 15% higher than
the official price recorded for Eurotech stock on the market
trading day preceding announcement to the public. It is further
specified that, at present, the Company owns 420,140 treasury
shares, accounting for 1.1830% of share capital, whereas Eurotech's
subsidiaries do not own Company shares.
Pursuant to Article 154-bis, paragraph 2, of the Italian
Consolidated Finance Act, the financial reporting manager of
Eurotech SpA, Sandro Barazza, herewith declares that the financial
disclosure contained in this press release corresponds to
documentary evidence, corporate books, and accounting records.
ABOUT EUROTECH Eurotech (ETH.MI) is a global company based in Italy
and with subsidiaries in Europe, North America and Asia. The
Eurotech Group develops and markets miniaturized computers for
special uses (NanoPCs) and computers featuring high computing
capacity (HPCs  High Performance Computers). With these two
product categories Eurotech aims to become a leader in the
implementation of the pervasive computing scenario which, by
exploiting the Cloud IT infrastructure, is capable of enabling an
entire range of value-added activities and services in the
transport, logistics, security, industrial and medical sectors.
Learn more about Eurotech at www.eurotech.com..
Company contacts: Investor Relations Andrea Barbaro Tel. +39 0433
485411 e-mail: andrea.barbaro@eurotech.com Media & Public
Relations Cristiana della Zonca Tel. +39 0433 485411 e-mail:
cristiana.dellazonca@eurotech.com
International Press Office Jana Sanchez, CitySavvy Tel. +44 207395
1000 or +44 7985 917 060 e-mail: jana@citysavvy.com
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