Eurotech: Resolutions Passed By Ordinary Shareholders’ Meeting on 22 April 2016

Approval of Statutory Financial Statements for the year ended on 31 December 2015 and presentation of 2015 Consolidated Financial Statements
The Ordinary Shareholders' Meeting of Eurotech SpA, which met today on sole call in Amaro under the chairmanship of Roberto Siagri, approved Statutory Financial Statements for the year ended on 31 December 2015, confirming the data of the Draft Financial Statements approved by the Board of Directors on 11 March 2016, and also presented 2015 Consolidated Financial Statements to shareholders.
The shareholders meeting resolved to allocate the profit of €3,694,277, resulting from the balance sheet of Eurotech S.p.A. as of 31 December 2015 as follows:
- € 184,714 equal to 5% of the year's profit as legal reserve;
- € 3,509,563 as retained earnings.
Gruppo Eurotech. In FY2015 consolidated net revenues totaled €65.55 million (mn) (€63.90 mn in FY2014) and EBIT amounted to €-6.60mn (€-8.99 mn in FY2014), with a net loss of €6.22 mn (-€8.92 mn in FY2014)
Eurotech S.p.A.. The parent company ended 2015 with a net profit of €3.69 mn (€3.26 mn in FY2014).

Approval of the 'Performance Share Plan 2016 Eurotech S.p.A.'
The Shareholders' Meeting approved a new share performance plan aimed to directors, senior management, key employees and employees with key function within the organization of the group (including consultants) of Eurotech and its subsidiaries havening incentive purposes and retention of the same people.The plan is in line with the recommendations of Art. 6 of the Borsa Italiana S.p.A. Corporate Government Code, Art. 2.2.3 of the Regulation of the Markets Organised and Managed by Borsa Italiana S.p.A. and the relevant Instructions for issuers having STAR qualification, and the principles set out in the 'Remuneration Policy' adopted by the Company.
The plan envisages the free assignment of rights (c.d. Unit) to receive, again cost-free, ordinary shares in the Company's portfolio, in the ratio of 1 share for every 1 unit accrued under the terms and conditions set out in the plan, to each of the beneficiaries whom the Board of Directors selects. To this end the Shareholders' Meeting resolved to set 1,600,000 as the total maximum number of rights (and so shares) to assign to the beneficiaries to execute the plan.
The shares assigned to the beneficiary (and arising from the accrual of rights) will have the same rights as those of the outstanding ordinary shares of the Company and therefore will have the coupons valid on said date. On the assignment date, the Board of Directors of the Company will select the individual beneficiaries from the above-mentioned categories and the number of rights to assign to each beneficiary while taking into account, as far as relevant, the number, category, organisational level, responsibilities and professional skills of the beneficiaries.
The Plan will be executed through the purchase of shares own of the Company as per the shareholders' authorization proved by the Assembly today, to referred to below, in order to create the supply of shares of the same Plan.
For more information on 'Performance Share Plan 2016 Eurotech S.p.A.' refer to information document available on the company's website www.eurotech.com (Section Investors / Shareholders' Information).

Approval of the First Section of the Report on Remuneration
he 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.

Appointed Marina Pizzol as non-executive Director
To supplement the Board of Directors, the Shareholders' Meeting, on a proposal made by the shareholder Finmeccanica S.p.A., appointed Ms Marina Pizzol as non-executive Director who will be in office until approval of the financial statements as at December 31st, 2016.
Ms Marina Pizzol has already been co-opted by the Eurotech Board of Directors on 14 May 2015.
The Director curricula vitae is available on the company's website www.eurotech.com (Section Investors/Corporate Governance).
Director Marina Pizzol does not own shares of Eurotech.

Authorization to purchase of own shares
The Shareholders' Meeting has also decided to authorize purchase and use of the Company's own shares, pursuant to Articles 2357 and 2357-ter of Civil Code and to Article 132 of Italian Legislative Decree 58/1998 and its implementing provisions, upon revocation of the authorization provided by the Shareholders' Meeting of 24 April 2015.
The authorization to purchase and use of own shares 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 programs 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 programs for shareholders.
Authorization has been given for the purchase, also in several tranches, of Eurotech ordinary shares without par value expressed up to a maximum number, considering also the Eurotech ordinary shares owned from time to time by the Company and by its controlled companies, 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.
In this regard it has been given a mandate to the Board of Directors to identify the amount of shares to be purchased in relation to each of the aforementioned purposes, prior to the opening of each individual purchase program at a price that is not higher than the highest price between the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is made, provided that the unit price shall not be 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.

The Shareholders' Meeting also resolves to authorize the Board of Directors, through the Chairman and the Managing Director, separately from each other and also the use of proxies, pursuant to art. 2357 of the Civil Code, can dispose of the shares purchased pursuant to today's resolution, or otherwise own by the Company, at any time, in whole or in part, in one or more times, without time limits, (i) by free allocation to the beneficiaries of the 'performance share plan 2016 Eurotech S.p.A.' if there are the conditions and within terms and conditions provided in the plan itself; (ii) as a residual, by selling them on the Stock exchange or over the counter, possibly by transferring the property and /or personal rights, including but not limited to securities lending in compliance with the laws and regulations for the time being in force and for the achievement of the purposes of today's resolution.
It is further specified that, at present, the Company owns 1,319,020 treasury shares, accounting for 3.7139% of share capital, whereas Eurotech's subsidiaries do not own Company shares.

Financial statement of Eurotech S.p.A. as of December 31, 2015, the Consolidate financial statement 2015 and Remuneration Report are available to the public on the Company's website www.eurotech.com Investors section / Shareholders information and at the registered office.

Pursuant to Article 154-bis, paragraph 2, of the Italian Consolidated Finance Act, the financial reporting manager, Sandro Barazza, hereby declares that the financial disclosure contained in this press release corresponds to the company's documentary evidence, corporate books, and accounting records.

Eurotech S.p.A. issued this content on 22 April 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 22 April 2016 20:34:17 UTC

Original Document: http://www.eurotech.com/en/press+room/news/?768&Eurotech:+Resolutions+Passed+By+Ordinary+Shareholders%92+Meeting+on+22+April+2016