Genoa, 15 April 2014

  • Approval of the 2013 financial statements
  • Approval of a dividend of EUR 0.16 per share
  • Approval of the first section of the Report on Remuneration, drafted in accordance with art. 123-ter, paragraph 3, of the TUF (Consolidated Law on Finance) and of the reduction of the remuneration of directors with delegated powers in accordance with Article 2389, paragraph 3, of the Italian Civil Code
  • Appointment of the new Board of Directors: Mr. Sergio De Luca confirmed as Chairman
  • Appointment of the new Board of Statutory Auditors
  • Approval of the 2014-2016 Stock Grant Plan
  • Authorisation of the purchase and disposal of own shares, following the revocation of the previous authorisation

The ordinary Shareholders' Meeting of Ansaldo STS S.p.A. (STS.MI), which took place today in Genoa under the chairmanship of Sergio De Luca, approved the company's financial statements for the 2013 financial year and the proposal by the board of directors to pay a dividend of EUR 0.16 per share.

KEY FIGURES 2013

New orders for the year totalled approximately EUR 1,483.6 million, compared to EUR 1,492.3 million for the previous year, with a decrease of 0.6%.
The order backlog EUR 5,601.0 million compared to EUR 5,683.3 million for the previous year (-1.4%).
Revenue came to EUR 1,256.4 million, a slight increase (+0.7%) compared to the previous year's EUR 1,247.8 million.
The Operating income (EBIT) totalled EUR 118.1 million, an increase of 0.9% compared to 2012 (EUR 117.1 million).
The Return on Sales (ROS) was 9.4%, remaining unchanged from the previous financial year.
Profit for the year reached EUR 74.8 million, compared to EUR 75.7 million for 2012.
As at 31 December 2013, the net financial position (positive net cash) was EUR (260.1) million, compared to EUR (302.0) million for the previous financial year, down 41.9 million (-13.9%).
At 31 December 2013 the parent company, Ansaldo STS S.p.A., totalled a net profit in 2013 of EUR 32.2 million (5.1% of revenue), compared to EUR 50.7 million for 2012 (7.7% of revenue).
New accounting principles on consolidated statements came into force on 1 January 2014 (IFRS 10, 11 and 12). The adoption of IFRS 11 is significantly relevant as it replaces the proportional consolidation method for joint ventures, which are now included in the group investments and consolidated with the equity method. As a result, Ansaldo STS shall de-consolidate its joint ventures, that will proportionally contributes to the profit for the year in the financial statements.

The restated 2013 interim and year-end financial statements, will be provided during each 2014 financial result presentations.

ALLOCATION OF THE 2013 PROFIT

The ordinary Shareholders' Meeting approved the Board of Directors' proposal regarding the allocation of profit for the year, to pay a dividend of EUR 0.16, before taxes, on each of the 179,998,735 outstanding shares with dividend rights, thus excluding the 1,265 company shares currently held by the company. The total dividend to be paid out is, therefore, EUR 28,799,797.60, which represents 32% of the company's share capital, approximately 90% of its 2013 net profit, and approximately 38% of the group's 2013 net consolidated profit. The dividend will be paid from 22 May 2014 (payment date), with 19 May 2014 being the ex-dividend date (coupon no. 11). In accordance with Article 83-terdecies of Legislative Decree No. 58 of 24 February 1998, the dividend payment is authorised by referring to the financial intermediary's accounts under Article 83-quater, paragraph 3, of the same Legislative Decree No. 58/98 at close of business on 21 May 2014 (record date). The remaining portion of the profit, which amounts to EUR 3,375,073.05, has been earmarked for "retained earnings". No funds were allocated to the Legal Reserve, as the current balance already amounts to EUR 18,000,000, representing 20% of the share capital, the maximum allowed by Article 2430 of the Italian Civil Code.

The dividend per share is EUR 0.16 in absolute terms. The same amount was approved and paid in the previous year (value adjusted as a result of the fourth tranche of the capital increase on 15 July 2013, which increased the number of shares from 160 to 180 million).

REPORT ON REMUNERATION IN ACCORDANCE WITH ARTICLE 123-TER, PARAGRAPH 6, LEGISLATIVE DECREE NO. 58/98 AND THE REDUCTION OF THE REMUNERATION OF DIRECTORS WITH DELEGATED POWERS

The ordinary shareholders' meeting resolved in favour of the first section of the Remuneration Report, in accordance with Article 123-ter, paragraph 3, of Legislative Decree no. 58/98, which sets out the Company's policy on the remuneration of the members of the Board of Directors, of the General Manager and of managers with strategic responsibilities. It also sets out the procedures to adopt and implement this policy.

On the occasion of the renewal of the Board of Directors, the ordinary Shareholders' Meeting, in compliance with the provisions of Article 23-bis, paragraph 5-quinquies of Law Decree No. 201/2011 (as amended by Law Decree No. 69/2013), also resolved in favour of the proposal to reduce by 25% the remuneration of directors with delegated powers under Article 2389, paragraph 3, of the Italian Civil Code, compared to the overall remuneration of any kind determined in the last office (2011-2013).

APPOINTMENT OF THE BOARD OF DIRECTORS

The ordinary Shareholders' Meeting appointed the Board of Directors that will remain in office until the Meeting to approve the 2016 financial statements.
The following members were appointed: Barbara Poggiali, Sergio De Luca, Luigi Calabria, Stefano Siragusa, Bruno Pavesi and Alessandra Genco (taken from the list submitted by the majority shareholder Finmeccanica), Giovanni Cavallini, Paola Pierri and Giulio Gallazzi (taken from the list jointly submitted by the minority shareholders: AcomeA SGR manager of the funds: AcomeA Italia, AcomeA Europa and AcomeA Globale; Anima SGR S.p.A. manager of the funds: Anima Geo Italia and Anima Italia; Arca SGR S.p.A. manager of the funds Arca Azioni Italia and Arca BB; Eurizon Capital SGR S.p.A. manager of the funds: Eurizon Azioni Internazionali, Eurizon Azioni Area Euro, Eurizon Azionario Internazionale Etico, Eurizon Azioni Europa, Eurizon Azioni Italia, Eurizon Azioni PMI Europa and Malatesta Azionario Europa; Eurizon Capital SA manager of the funds: EEF - Equity Europe, EEF - Equity Italy, EEF - Equity Italy LTE and EEF - Equity Small Cap Europe; Fideuram Investimenti SGR S.p.A. manager of the fund Fideuram Italia; Fideuram Gestions SA manager of the funds: Fideuram Fund Equity Italy and FonditaliaEquity Italy; InterfundSicav manager of the fund InterfundEquity Italy; Pioneer Asset Management SA manager of the fund Pioneer Funds - ItalianEquity; and Pioneer Investment Management SGRp.A. manager of the fund Pioneer Italia Azionario Crescita).
Mr. Sergio De Luca was confirmed as Chairman of the Board of Directors.
The Directors Barbara Poggiali, Bruno Pavesi, Giovanni Cavallini, Paola Pierri and Giulio Gallazzi have all certified that they meet the independence requirements under Article 148, paragraph 3, of the TUF (applicable in accordance with Article 147-ter, paragraph 4, of the TUF), the Corporate Governance Code adopted by Borsa Italiana S.p.A. and other applicable laws.
The Directors' curricula vitae are available on the company's website at www.ansaldo-sts.com.
Mr. Sergio De Luca holds no. 92,737 of Ansaldo STS shares.

APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS

The ordinary Shareholders' Meeting also appointed the Board of Statutory auditors that will remain in office until the Meeting to approve the 2016 financial statements.
Giacinto Sarubbi, Renato Righetti and Maria Enrica Spinardi were appointed as Regular Auditors. Giorgio Mosci, Daniela Rosina and Fabrizio Riccardo Di Giusto were appointed as Alternate Auditors.
Renato Righetti and Maria Enrica Spinardi, Giorgio Mosci and Daniela Rosina were taken from the list submitted by the majority shareholder Finmeccanica, whereas Giacinto Sarubbi and Fabrizio Riccardo Di Giusto were taken from the list jointly submitted by the minority shareholders: AcomeA SGR manager of the funds: AcomeA Italia, AcomeA Europa and AcomeA Globale; Anima SGR S.p.A. manager of the funds: Anima Geo Italia and Anima Italia; Arca SGR S.p.A. manager of the funds Arca Azioni Italia and Arca BB; Eurizon Capital SGR S.p.A. manager of the funds: Eurizon Azioni Internazionali, Eurizon Azioni Area Euro, Eurizon Azionario Internazionale Etico, Eurizon Azioni Europa, Eurizon Azioni Italia, Eurizon Azioni PMI Europa and Malatesta Azionario Europa; Eurizon Capital SA manager of the funds: EEF - Equity Europe, EEF - Equity Italy, EEF - Equity Italy LTE and EEF - Equity Small Cap Europe; Fideuram Investimenti SGR S.p.A. manager of the fund Fideuram Italia; Fideuram Gestions SA manager of the funds: Fideuram Fund Equity Italy and FonditaliaEquity Italy; InterfundSicav manager of the fund InterfundEquity Italy; Pioneer Asset Management SA manager of the fund Pioneer Funds - ItalianEquity; and Pioneer Investment Management SGRp.A. manager of the fund Pioneer Italia Azionario Crescita.
The Chairman of the Board of Statutory Auditors is Mr. Giacinto Sarubbi.
The Auditors' curricula vitae are available on the Company's website at www.ansaldo-sts.com.

STOCK GRANT PLAN 2014 - 2016

The ordinary Shareholders' meeting approved the proposal for a new three-year Stock Grant Plan for 2014 - 2016 (SGP 2014 - 2016), which provides for the allocation of Ansaldo STS shares free of charge to the Chief Executive Officer and General Manager of the Company, as well as to managers with strategic responsibilities, and to a maximum of 46 directors considered key resources of Ansaldo SpA and/or of other group companies.

The new plan is substantially in line with the plans adopted by the company in previous years and implements the recommendations of the Corporate Governance Code of Borsa Italiana S.p.A. regarding remuneration. This Code requires that the remuneration of executive directors and managers with strategic responsibilities is defined in such a way as to align their interests with the main goal of creating value for shareholders in the medium to long term.

The plan's main targets are:

  • to align the interests of the beneficiaries with the primary goal of creating value for shareholders in the medium to long term;
  • to involve and incentivise the directors and the management whose activity is considered fundamental to achieving the Group's goals;
  • to convey the Company's intent to share the expected increase in the Company's value with the Group's top professionals; and
  • to enhance the loyalty of the Group's key resources, thus incentivising them to remain with the group.

The plan provides a three-year rolling vesting period for all beneficiaries, starting from the date of this shareholders' meeting for 2014 and, for 2015 and 2016, from the corresponding date of these years. Moreover, for the Chief Executive Officer and General Manager, and for the Managers with Strategic Responsibilities, 20% of the shares shall be subject to a lock-up period starting from when the vesting period expires.

The allocation of the shares is subject to certain conditions precedent, i.e. the achievement of the annual performance goals: Free Operating Cash Flow (FOCF), EVA (Economic Value Added) and the performance of the Ansaldo STS shares compared to the performance of FTSE Italia All Share.
The incidence of each target on the allocation of the incentives has been determined by the Board of Directors upon proposal of the Nomination and Remuneration Committee and has been disclosed in the information document drafted in accordance with Article 84-bis of the Issuers' Regulation, published in accordance with applicable laws. To incentivise and remunerate continued positive results in the medium to long term, the plan also provides that: (i) 25% of the Shares will accrue upon achievements of the targets for 2014; (ii) 25% of the Shares will accrue upon achievement of the targets for 2015, with recovery of any underperformance registered with reference to each target in the previous year and carrying over to 2015 any over performance registered with regard to each target in the previous year; (iii) 50% of the Shares will accrue upon achievement of targets for 2016, with recovery of any underperformance registered with regard to each target in the two previous years and carrying over to 2016 any over performance registered with regard to each target in the two previous years. In addition, a 2.5% tolerance threshold has been introduced for the achievement of each target for 2014, 2015 and 2016. In this event, the beneficiary will be entitled to a proportionate amount of the Shares. A maximum of 1,500,000 (one million five hundred thousand) shares will be available for the Plan. These will be shares already issued, to be purchased according to Article 2357 et seq. of the Italian Civil Code or shares already owned by the Company.

PURCHASE AND DISPOSAL OF OWN SHARES FOLLOWING THE REVOCATION OF THE PREVIOUS AUTHORIZATION

The Ordinary Shareholder's Meeting revoked the resolution authorizing the purchase and disposal of own shares approved by the Ordinary Shareholder's Meeting of 6 May 2013, insofar as it was not used, and authorized the Board to purchase and dispose the purchased shares, in compliance with the legislation in force and the accepted market practices recognized by Consob, in the following cases:

  • to serve stock-based incentive plans approved by the Company;
  • as part of transactions regarding ordinary operations and industrial projects in line with the Company's strategic guidelines, which may also include swaps, exchanges, transfers or other disposals relating to industrial projects or extraordinary financing operations;
  • to support market liquidity. The authorization to buy own shares has been given for a period of 18 months starting on the date of approval by the Shareholders' Meeting.

The authorization to dispose of own shares has been given for an unlimited period. In line with last year's resolution, purchases of own shares may be carried out via one or more transaction up to the maximum amount permitted by law, i.e. up to 20% of the company's share capital.

The share purchase transactions must be carried out in accordance with Article 132 of Legislative Decree 58/1998, Article 144-bis of the Issuers' Regulation and any other applicable law, as well as with the accepted market practice recognized by Consob and shares must be purchased under the price conditions specified in Article 5, paragraph 1 of European Commission Regulation (EC) no. 2273/2003 of 22 December 2003.

The disposal of own shares, and in particular the sale of own shares, shall not be carried out at a price 10% lower than the recorded price on the Italian Stock Exchange Market organized and managed by Borsa Italiana S.p.A. in the trading session prior to each transaction. The shares servicing the stock-based incentive plans approved by the Company shall be granted according to the procedures and terms set out in the plans' regulations. If the shares are used in swaps, exchanges, transfers or any other act of disposal not in cash, the economic terms of the transaction shall be determined based on the nature and the characteristics of the transaction, furthermore considering the performance of Ansaldo STS' shares on the market. If the shares are used to carry out activities to support market liquidity, the sales shall be carried out in accordance with the criteria set out in the Consob resolution on recognised market practices.

The Company currently holds 1,265 Ansaldo STS shares, representing 0.0007 % of its share capital.

A summary report on the voting will be published on the Company's website, www.ansaldo-sts.com, in compliance with Article 125-quater of the TUF, within the prescribed period of five days following the Shareholders' Meeting.

Roberto Carassai, the Director Responsible for drafting the Company's financial statements, hereby declares, in accordance with Article 154-bis, paragraph 2 of the TUF, that the information contained in this press release accurately represents the figures in the Group's accounting records. 

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