EXOR N.V. (“Exor” or the “Company”) announces that all the resolutions proposed by the Board of Directors to the Annual General Meeting of Shareholders (the “AGM”) held virtually today were approved.
The AGM adopted Exor’s 2021 annual accounts and expressed a positive advice with respect to the 2021 remuneration report. A dividend distribution of €0.43 per outstanding share has been approved, resulting in a maximum distribution of approximately €99 million. The dividends will become payable on 22 June 2022 (ex-dividend date 20 June 2022) and will be paid to the shares of record as of 21 June 2022 (record date).
Mr. Axel Dumas, Chief Executive Officer of Hermès International, has been appointed non-executive director for a term of one year. Mr. Dumas’s curriculum vitae is attached hereto. Owing to other commitments Mr. Joseph Bae will step down as of today from the Exor Board and as a member of the Compensation and Nominating Committee.
John Elkann said: “We extend our sincere thanks to Joseph Bae for his contribution to our Board and we warmly welcome Axel Dumas. Axel is the sixth-generation leader of a family-owned company that is the very epitome of excellence and tradition, and is also renowned for its success in seeking renewal and change.”
Exor’s remuneration policy for directors was amended to better align it with long-term performance based value creation, as recommended by shareholders and other stakeholders. Within the framework of the amended remuneration policy a new performance share unit plan for executive directors was also approved.
The AGM also authorized the Board of Directors to repurchase the Company’s shares on the market for a maximum amount of €500,000,000 and for 18 months from the date of the AGM, all in accordance with Dutch law and by the Company’s Articles of Association. The AGM further authorized the Board of Directors to cancel any ordinary shares held, or to be held, as treasury stock, in order to optimise the capital structure of the Company and to create more flexibility to manage its capital.
The general meeting granted discharge to the directors from all liability in relation to the exercise of their duties in the financial year 2021. Finally, Ernst & Young Accountants LLP was appointed as independent external auditor charged with the auditing of the annual accounts for the financial year 2022 and Deloitte Accountants B.V. was appointed as independent external auditor charged with the auditing of the annual accounts for the financial year 2023.
The voting results will be available on Exor’s website (www.exor.com) in the next few days.