STOCKHOLDERS’ MEETING OF SORIN S.P.A. APPROVES 2011 FINANCIAL STATEMENTS AND APPOINTS NEW BOARD OF DIRECTORS
Consolidated results for 2011
In 2011, Sorin Group reported revenues of €743.4 million, up 1.0%*(-0.3% as reported) compared to 2010.
Gross profit rose to €447.6 million, or 60.2% of revenues, compared to 58.9% of revenues in 2010. In 2011 the Company achieved for the first year a gross margin above 60%.
EBITDA in 2011rose by 7.1% to €128.7 million, or 17.3% of revenues, compared to 16.1% of revenues in 2010.
EBIT grew by 22.7% to €87.7 million, or 11.8% of revenues, compared to 9.6% in 2010. EBIT before special items was €87.8 million in 2011 (€78.4 million in 2010).
Net profitrose by 48.5% to €58.0 million, or 7.8% of revenues, compared to 5.2% of revenues in 2010.
Net financial debt as of December 31, 2011 was down to €105.9 million,compared to €128.8 million as of December 31, 2010.
Results of the holding company, Sorin S.p.A.
The Board of Directors also approved the financial statements of the holding company, Sorin S.p.A., which recorded revenues of €12.9 million (€13.9 million in 2010) and a net profit of €35.0 million (€10.0 million in 2010). The Stockholders’ Meeting approved the proposal to allocate the profit to the legal reserve (€1.7 million) and retained earnings (€33.2 million).
Appointment of the Board of Directors for the period 2012-2014
The Stockholders’ meeting has elected the new Board of Directors for the period 2012-2014, which comprises 15 members.
The election has been conducted on the basis of the candidate lists that were presented, in application of the corporate by-laws, and in particular: from Slate no. 1, presented by Bios S.p.A., owner of 18.863% of Sorin S.p.A. ordinary shares, which received 61.84% of the votes, the following 10 Directors have been appointed:
- Ugo Smiraglia
- Roberto Giay
- Rosario Bifulco
- André-Michel Ballester
- Luigi Ragno (independent)
- Giuseppe Carteni (independent)
- Giovanni Pavese
- Maurizia Squinzi
- Andrea Bovone
- Massimo Tononi
From Slate no. 2, jointly presented by the shareholders Zadig Gestion (Luxemburg) S.A. manager of the funds Zadig Master Fund and Memnon Fund - Memnon European Fund; Hermes Focus Asset Management Europe Ltd manager of the fund Hermes European Focus Fund and FIL Investments International manager of the funds: Fidelity Funds - Italy Pool, Fidelity Funds - Global Healthcare and Fidelity Funds - Euro Smaller Cies Pool 3, owners of a total of 4.094% of Sorin S.p.A. ordinary shares, which received 32.10% of the votes, the following 5 Directors members have been appointed:
- Gino Santini (independent)
- Luciano Cattani (independent)
- Laura Iris Ferro (independent)
- Roberto Ferri (independent)
- Ugo Ortelli (independent)
From Slate no. 3, jointly presented by the shareholders Selfid S.p.A., Banca Akros S.p.A., Almaf S.p.A., Enzo Ricci, Franco Vimercati and Maurizio Mauri, owners of a total of 2.594% of Sorin S.p.A. ordinary shares, which received 5.47% of the votes, no Director has been appointed.
The curricula vitae of the new Directors are available on the Company’s website www.sorin.com(Investors Section, News and Events, Shareholders’ Meetings).
The Stockholders’ meeting has resolved to assign the aggregate amounts of €360,000 and €100,000 as annual fee to the Board of Directors and to the Executive Committee, respectively.
The Stockholders’ meeting has also approved, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree no. 58 of February 24, 1998, a plan covering the purchase and transfer of the Company's shares. The program will allow the purchase, in one or more transactions, on a revolving basis, of up to 10% of the share capital of Sorin S.p.A. (as of to date, equivalent to a maximum of 47.873.814 ordinary shares, each with par value of €1.00).
The plan’s purposes includes the purchase of treasury shares to service mainly existing and future share incentive plans for directors and/or employees and/or associates of Sorin S.p.A. or other companies controlled by the Company and for stabilizing Sorin’s share price.
The share price for the purchases is established from time to time for each transaction, provided that such price may not be 10% more or 10% less than the reference price of the shares during the market trading session preceding any single purchase.
For any other information regarding the proposal, reference should be made to the Report of the Directors drawn up pursuant to Article 73 of the Issuer Regulations
The Stockholders’ meeting has resolved in favour of the Company's policy on the remuneration of the members of the Board, directors and executives with strategic responsibilities and the procedures used to adopt and implement this policy.
Long-term Incentive Plans
The Stockholders’ meeting has also approved: i) a new “Long-Term Incentive 2012-2014” plan for directors and employees of Sorin S.p.A. and/or the companies controlled by Sorin S.p.A.; ii) a stock grant plan to service the deferral, including partial deferral, and the conversion into shares, of the annual 2012 “Short-Term Incentive” earned by the directors and executives with strategic responsibilities of Sorin S.p.A. and/or the companies controlled by Sorin S.p.A.; and iii) a proposal for the integration and amendment of the “Long-Term Incentive 2009-2013” plan for the benefit of directors and employees of Sorin S.p.A. and/or companies controlled by Sorin S.p.A., as approved by the Stockholders' meeting on September 14, 2010. This integration involves the allocation of additional n. 279,000 shares under this plan as indicated in the attached table.
The documentation required by applicable laws and regulations in relation to the aforementioned matters are available at the registered office of the Company and with Borsa Italiana S.p.A.. The documentation will also be available on the Company’s Internet site: www.sorin.com.
Stock capital increase
The stockholders' meeting has also resolved, during the extraordinary session of the meeting, to vest the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, for a period of five years from the date of the resolution, with the powers to increase capital stock in one or more transactions for a nominal amount up to €10 million, through the issuance of a maximum of 10.0 million ordinary shares with a par value of €1.00 each, to be assigned to employees of Sorin S.p.A. and/or of the companies controlled by Sorin S.p.A., pursuant to Article 2349 of the Italian Civil Code, for the aforementioned share base compensation plans or similar plans that may be approved in the future; the passage of the resolution will also entail an amendment of Article 5 of the corporate by-laws.
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The Corporate Officer responsible for the company’s financial reports, Demetrio Mauro, declares, pursuant to paragraph 2 of Article 154 bis of the Consolidated Law on Finance, that the accounting information contained in this press release corresponds to the document results, books and accounting records.
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In addition to the conventional indicators recommended by the IFRS, this press release provides alternative performance indicators. These indicators should not be considered as replacements for the conventional indicators recommended by the IFRS, but rather as additional source of information, representative of the income statement, balance sheet and financial position parameters used internally in the decision-making process. An explanation of the meaning and structure of these alternative performance indicators is provided in the Interim Report on Operations at December 31, 2011.
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About Sorin Group
Sorin Group (www.sorin.com) is a global company and a leader in the treatment of cardiovascular diseases. The company develops, manufactures and markets medical technologies and innovative therapies for cardiac surgery and for the treatment of cardiac rhythm disorders. With 3,750 employees worldwide, the Company focuses on three major therapeutic areas: cardiopulmonary bypass (extra-corporeal circulation and autotransfusion systems), cardiac rhythm management, and repair and substitution of heart valves. Each year, over one million patients are treated with the devices of Sorin Group in more than 80 countries.
For further information, visit: www.sorin.com, or contact:
Director, Corporate Communications
Tel: +33 (0)1 46 01 33 78
Mobile: +33 (0)6 76 12 67 73
Director, Investor Relations
Tel: +39 02 69969716
COMPENSATION PLAN BASED ON FINANCIAL INSTRUMENTS
Table n. 1 of scheme 7 of Attachment 3A of Issuers’ Regulation n. 11971/1999
|Name or Category||
(only with regard to the persons listed by name)
Financial instruments other than stock options
New instruments allocated according to the decision:
- of the BoD for proposal to the Stockholders meeting X
- of the competent body to implement the Stockholders meeting resolution
|Date of the relevant Stockholders meeting resolution||
Type of the instrument
Number of the financial instruments allocated
|Date of allocation||Purchase price of the instruments (if any)||Market price on al location date||Vesting period|
|Other employees||April 30, 2012||Ordinary shares||279,000||July 29, 2011||€1.95||3 years|