The Shareholders' Meeting of Safilo Group S.p.a. approves the Financial Statements as at December 31, 2014 and appoints the new Board of Directors

27/04/2015

APPROVES THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2014

AND APPOINTS THE NEW BOARD OF DIRECTORS

THE BOARD OF DIRECTORS OF SAFILO GROUP S.P.A.

Appointment of the Chief Executive Officer

Appointment of the Internal Committees

Padua, April 27, 2015 – The Ordinary Shareholders’ Meeting of Safilo Group S.p.A., held today in single call, has discussed and approved the Company’s 2014 financial statements and the Board of Directors’ report and, furthermore, viewed the consolidated financial statements.

With reference to the report on remuneration submitted to the Shareholders’ Meeting in accordance with Art. 123-ter of the Consolidated Law on Finance, the same Meeting has favorably resolved upon the Remuneration Policy and Procedures adopted by the Company. 

The Ordinary Shareholders’ Meeting has then appointed, according to the lists of candidates presented by the shareholders, the new Board of Directors, which will hold office until the approval of the financial statements at 31^st December 2017.

In the new Board, confirmed in its composition of eight members, in accordance with article 14 of the Company Articles of Association, the position of Chairman of the Board of Directors is to be held by Robert Polet, first candidate of the majority list presented by the shareholder Multibrands Italy B.V. (company controlled by HAL Holding N.V.), holder of a total of 26,073,783 ordinary shares of the Company, equal to 41.69% of the share capital with the right to vote in the Shareholders’ Meeting.

From the majority list, Luisa Deplazes de Andrade Delgado, Jeffrey A. Cole, Melchert F. Groot, Marco Jesi, Eugenio Razelli and Ines Mazzilli were elected.

Of the two minority lists filed, list no. 3 presented by institutional investors holding in aggregate a total of 1,741,859 ordinary shares of the Company, equal to 2.79% of the share capital with the right to vote in the Shareholders’ Meeting, prevailed.

Such list aggregated 7,475,593 votes, equal to 11,954 % of the company’s capital, while list nr 2 aggregated 7,372,535 votes, equal to 11,789 % of the company’s capital. Consequently, Mr. Guido Guzzetti was elected to the Board of Directors.

The Board of Directors thanks Mr. Giovanni Ciserani for his important contribution during his mandate as member of the Board of Directors. The Board also thanks Massimiliano Tabacchi for the significant contribution given to the Board and company over the past many years.

Among the members, Mrs. Ines Mazzilli, Mr. Jeffrey A. Cole, Mr. Marco Jesi and Mr. Eugenio Razelli and Guido Guzzetti have stated that they hold the requirements of independence in accordance with the provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of T.U.F. (Italy’s Financial Markets Consolidation Act) and in accordance with Article 3 of the Corporate Governance Code promoted by Borsa Italiana S.p.A. and adopted by Safilo Group S.p.A. 

Finally, as of today and according to the information available to the Company, the Board members Luisa Deplazes de Andrade Delgado and Jeffrey A. Cole own respectively n. 20,600 and 3,250 ordinary shares of Safilo Group S.p.A.

All the documentation relating to the Shareholders’ meeting, including the curricula of the members of the Board of Directors, is available on the company’s internet website at www.safilogroup.com/en/investors.html.

The new Board of Directors, held today for the first time, just after its appointment by today Shareholders’ Meeting, appointed Luisa Deplazes de Andrade Delgado as Chief Executive Officer.

The Board of Directors furthermore proceeded with the assessment of the qualifications of its members (5 of whom – Ines Mazzilli, Mr. Jeffrey A. Cole, Mr. Marco Jesi and Mr. Eugenio Razelli and Guido Guzzetti – have the qualifications of independence according to the provisions of Articles 147-ter, paragraph 4, and 148, paragraph 3, of T.U.F. – Italy’s Financial Markets Consolidation Act – and in accordance with the Article 3 of the Corporate Governance Code promoted by Borsa Italiana S.p.A. and adopted by the Company) and the assessment of the compatibility of the positions held by the members outside the Company with the duties related to their positions as directors of Safilo Group S.p.A..

The Board of Directors thus appointed the Control and Risk Committee, the Remuneration and Nomination Committee and the Related Parties Transactions Committee.

Eugenio Razelli, Ines Mazzilli and Melchert F. Groot, from the majority list, all non executive and the first two also independent, were appointed as members of the Control and Risk Committee.

Jeffrey A. Cole, Marco Jesi and Robert Polet, from the majority list, all non executive and the first two also independent, were appointed as Board members of the Remuneration and Nomination Committee.

Eugenio Razelli and Ines Mazzilli, from the majority list, and Guido Guzzetti, from the minority list no.3, all non executive members and independent, were appointed as members of the Related Parties Transactions Committee.

About Safilo Group

Safilo Group is the fully integrated Italian eyewear creator and worldwide distributor of quality and trust, leader in the premium sector for sunglasses, optical frames and sports eyewear. Design inspired and brand driven, Safilo translates extraordinary design into excellent products created thanks to a superior craftsmanship expertise dating back to 1878. Internationally present through 31 owned subsidiaries and exclusive distributors in key markets – in North and Latin America, Europe, Middle East and Africa, and Asia Pacific and China –, Safilo is committed to quality distribution in over 130 countries around the world. Safilo’s portfolio encompasses proprietary brands – Carrera, Polaroid, Smith, Safilo and Oxydo – and licensed brands Dior, Fendi, Gucci, Alexander McQueen, Banana Republic, Bobbi Brown, BOSS, BOSS Orange, Bottega Veneta, Céline, Fossil, Givenchy, HUGO, J.Lo by Jennifer Lopez, Jack Spade, Jimmy Choo, Juicy Couture, Kate Spade, Liz Claiborne, Marc Jacobs, Marc by Marc Jacobs, Max Mara, Max&Co., Pierre Cardin, Saint Laurent, Saks Fifth Avenue and Tommy Hilfiger.

Listed on the Italian Stock Exchange (ISIN code IT0004604762, Bloomberg SFL.IM, Reuters SFLG.MI), in 2014 Safilo recorded net revenues for Euro 1,178 billion.

Milan – Ph. +39 02 77807607

Padua – Ph. +39 049 6986021

Last update: 04/08/2015, 11:20