ROME (ITALY) - April 15, 2008 – The Lottomatica S.p.A. Shareholders’ Meeting, chaired by Lorenzo Pellicioli, convened today in ordinary and extraordinary sessions and approved the stand-alone financial statements for the period ended December 31, 2007; presented the consolidated financial statements; and resolved to distribute dividends of €0.825 per share as of April 24, 2008. The Shareholders’ Meeting authorized a share buy-back plan up to a maximum number of the Company’s ordinary shares representing 10% of share capital; renewed the Board of Directors and the Board of Statutory Auditors for the years 2008-2010; and adopted two new share-based plans reserved for Lottomatica Group’s employees.
In the extraordinary session of the Shareholders’ Meeting, articles 13 and 20 of the Company By-Laws were changed regarding the nomination and substitution of Directors and Statutory Auditors.
At the conclusion of the Shareholders’ Meeting, a meeting of the newly-formed Lottomatica S.p.A.Board of Directors’ was held to vote on, among other things, the powers and roles of the directors.
Stand-alone financial statements, consolidated financial statements and dividends
Consolidated Revenues for the full year of 2007 totaled €1.66 billion compared to the € 0.94 billion for the same period in 2006. Net income was €106.0 million for the full year ended December 31, 2007 compared to € 0.8 million for the same period last year.
For the period ended December 31, 2007, the parent company Lottomatica S.p.A. revenues totaled €484.7 million compared to the € 488.8 million of the previous year. Net income was €69.0 million compared to €2.3 million for the period ended December 31, 2006.
For further information regarding the Lottomatica Group 2007 full-year results, please see the March 6, 2008 press release.
The Shareholders’ Meeting resolved a dividend distribution of €0.825 per share for a total of €125,393,314 – €68,922,391 from net income, and €56,470,923 from a portion of the share premium reserve.
The dividend will be paid beginning on April 24, 2008, by means of existing liquid assets of the Company.
Share buy-back Plan
The Shareholders’ Meeting authorized the Board of Directors, for a maximum of 18 months from the time of such authorization, to purchase, up to a maximum number of ordinary shares in the Company representing a maximum of 10% of its share capital (up to maximum no. 15.199.189 ordinary shares as of today), in compliance with current regulations and contractual agreements entered into by the Group.
The authorization allows the Board of Directors (or its delegates) to determine the purchase price, and that such price shall not be lower nor higher than 25% of the reference price registered by the Company’s stock in the last market day preceding each relevant transaction. Today the Board has adopted the resolutions to enact the plan..
The plan has the purpose of stabilizing the Company’s share price and acquire shares that may be used in the context of employees share incentive plan or aimed at operations relating to the strategic plans of the Company.
The Shareholders’ Meeting authorized the Board of Directors to dispose of treasury shares purchased by the Company, without time restrictions and in a manner/s deemed appropriate, and shall not be lower than the 50% of the reference price registered by the Company’s stock in the last market day preceding each relevant transaction.
The Company and its subsidiaries do not currently own Lottomatica shares.
Nomination of Board of Directors and Board of Statutory Auditors
The ordinary Shareholders’ Meeting, after setting the number of Board Members to 13 for the 2008-2010 period, nominated Pietro Boroli, Paolo Ceretti, Robert Dewey Jr. (independent), Marco Drago, Jeremy Hanley (independent), James McCann (independent), Jaymin Patel, Lorenzo Pellicioli, Anthony Ruys (independent), Marco Sala, Severino Salvemini (independent), Gianmario Tondato Da Ruos (independent, Lead Independent Director) and W. Bruce Turner as Board Members.
The Board of Directors, meeting immediately after the Shareholders’ Meeting, nominated Lorenzo Pellicioli as Chairman of the Board of Directors and CEO of Lottomatica Group, and Marco Sala as CEO and Managing Director of Lottomatica. Both Messrs. Pellicioli and Sala were appointed and granted the same powers in accordance with the previous mandate. According to the December 31, 2007 financial statements approved by the Shareholders’ Meeting, certain Board Members are in possession of Lottomatica shares.
In addition , the following committee members were nominated:
- Executive Committee: Lorenzo Pellicioli, as Chairman, Pietro Boroli, Paolo Ceretti, Marco Drago, Jaymin Patel and Marco Sala;
- Remuneration Committee: Gianmario Tondato da Ruos, as Chairman, Robert Dewey Jr. and James McCann;
- Audit Committee: Severino Salvemini, as Chairman, Jeremy Hanley and Anthony Ruys.
The newly-nominated Board of Statutory Auditors consists of Sergio Duca, as Chariman, Angelo Gaviani and Francesco Martinelli as Regular Members, and Gian Piero Balducci, Giulio Gasloli, Umile Sebastiano Iacovino, Guido Martinelli and Marco Sguazzini Viscontini as Substitutes. All Board members and Statutory Auditors, whose resumes are also available on the Group web site www.gruppolottomatica.it, were selected from the only list presented by the majority Shareholder De Agostini S.p.A.
New Stock-based incentive plans
The Shareholders’ Meeting approved two new stock-based incentive plans reserved to Lottomatica S.p.A.’s and/or to its subsidiaries’ managers: the 2008-2016 stock option plan with a maximum of 2,500,000 shares equal to 1.6% of current share capital, and the 2008-2011 share attribution plan with a maximum of 325,000 ordinary shares equal to 0.2% of current share capital. The plans involve approximately 200 managers within the Lottomatica Group.
Changes to Company By-Laws
The Shareholder’s Meeting, in extraordinary session, approved certain changes to articles 13 (Board of Directors: nomination) and 20 (Nomination, composition and requirements of the Board of Statutory Auditors) of the Company By-Laws.
Other Information
The Company notes that in December 2003, Lottomatica issued a €360 million bond due December, 2008. The Euro bond has a fixed coupon payment of 4.80%, payable annually each December.