Sorin Group: Stockholders' Meeting
The Ordinary Stockholders' Meeting approves the 2005 Annual Report, elects new Directors and, convened in Extraordinary Session, empowers the Directors to carry out a contributory capital increase, up to a maximum amount of 19 million euros, through the issuance of 19,000,000 common shares acquirable by subscription by the Chairman, the Chief Executive Officer and executives of Sorin Group.
Milan, May 25, 2006 – The Stockholders' Meeting of Sorin S.p.A., convened today in Milan under the chairmanship of Umberto Rosa and attended by stockholders representing 50.6% of the capital stock, reviewed and approved the Annual Report at December 31, 2005.
The Chief Executive Officer Drago Cerchiari presented the 2005 and the first quarter 2006 results to the Stockholders' Meeting, thus outlining the growth prospects for the Group.
In 2005, the Group reported revenues of 753.0 million euros, up 4.4% versus 2004. A breakdown by Business Unit is as follows: 56% (or 420.7 million euros) for Cardiac Surgery, 25% (or 187.2 million euros) for Cardiac Rhythm Management, 5% (or 38.2 million euros) for Vascular Therapy, and 14% (or 108.3 million euros) for Renal Care.
The Group's interest in net loss amounted to 15.2 million euros, compared with a net loss of 37.9 million euros in 2004.
At December 31, 2005, the net indebtedness of the Sorin Group totalled 296.8 million euros, which compares with 319.3 million euros at December 31, 2004 and 395.5 million euros at January 1, 2005, when IAS 32 and 39 have been adopted.
Sorin S.p.A. ended 2005 with a net income of 4,265,472.33 euros, compared to a net loss of 31.8 million euros in 2004. The Stockholders' meeting resolved to allocate the year's net income as follows:
- 5% to the statutory reserves - Euro 213,273.61
- to retained earnings - Euro 4,052,198.72
The Stockholders' Meeting elected three new non executive Directors to the Board: Paolo Braghieri, General Manager of Interbanca S.p.A. (unsuited with the requirements of independence set forth in the Code of Conduct for Listed Companies), Cesare Giovanni Vecchio, partner of Freshfields Bruckhaus Deringer law firm (not independent) and Mario Condorelli, Director of the Cardiologt Department at the Universities of Naples and former Chairman of the Istituto Superiore di Sanità (independent).
The Stockholders' Meeting also supplemented the compensation fees for the auditors Reconta Ernst & Young S.p.A. with regard to their auditing on the financial statements prepared in accordance with the International Accounting Principles (IAS/IFRS).
The Stockholders' Meeting of Sorin S.p.A., meeting in Extraordinary Session, approved a motion to delegate to the Board of Directors the power to carry out, by December 31, 2007, a contributory capital increase by an amount that shall not exceed 19 million euros, issuing for this purpose 19,000,000 common shares, which will be offered through subscription to the Chairman, the Chief Executive Officer and to top executives of Sorin S.p.A. and its subsidiaries, suspending the preemptive rights pursuant to Article 2441, Section Five and Eight, of the Italian Civil Code, and Article 134, Section Two, of Legislative Decree No. 58 of February 24, 1998, in the manner and in accordance with criteria selected by the Board of Directors, and amend accordingly Article 5 of the Bylaws.
About Sorin Group
The Sorin Group (Reuters code: SORN.MI), a world leader in the development of medical technologies for cardiac surgery, offers innovative therapies for cardiac rhythm dysfunctions, interventional cardiology and the treatment of chronic kidney diseases. The companies of the Sorin Group are: Dideco, CarboMedics, COBE Cardiovascular, Stöckert, Mitroflow, ELA Medical, Sorin Biomedica, Bellco and Soludia. The Sorin Group has more than 4.700 employees working at facilities in more than 80 countries throughout the world to serve over 5.000 public and private treatment centers.
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