Parmalat reports 2013 net profit of €109.5M, announces dividend of €0.029/common share

Nevin Barich

MILAN , April 18, 2014 (press release) – Approved the amendments to the Bylaws

Approved the 2013 financial statements

Approved the distribution of a dividend of 0.029 on each eligible common share

Elected a Board of Directors, the Chairman of the Board of Directors and the Board of Statutory Auditors 

The Shareholders’ Meeting of Parmalat S.p.A., convened today on a single calling at the STARHOTELS ROSA GRAND, 3 Piazza Fontana, 20122 Milan, meeting in extraordinary session, agreed to amend, in accordance with the motion submitted by the shareholder Sofil S.a.s., the following articles of the Company Bylaws: 11 “Board of Directors,” 12 “Requirements of Independent Directors,” 18 “Committees,”, 19 “Compensation of the Board of Directors” and 21 “Board of Statutory Auditors.”

The Shareholders’ Meeting, convened in ordinary session, approved the financial statements for the 2013 reporting year, which ended with a net profit of 109.5 million euros (at the consolidated level the net profit amounted to 223.2 million euros) and resolved to distribute a dividend of 0.029 euros on each eligible common share. The dividend will be payable on May 22, 2014, with May 19, 2014 coupon tender date, to the shares registered in the accounting records on May 21, 2014 (record date).

The Company announces that, on April 9, 2013, the Consob requested the following information:

1) a description of the procedures aimed at identifying the decisions “influenced” by the company that exercises guidance and coordination, as per Article 2497-ter of the Italian
Civil Code.

2) an indication of the reasons and interests “the assessment of which had an impact” on the decisions “influenced” by the company that exercises guidance and coordination, as per
Article 2497-ter of the Italian Civil Code, for transactions other than related-party transactions;

3) if, in the opinion of the Board of Directors, no transactions of the type described in Item (2) above were executed in 2013, communicate this information in the course of the
Shareholders’ Meeting; asking that the abovementioned disclosures be listed in the minutes of the Shareholders’ Meeting and in this press release.

As required by the Consob, the Company specifies that, with regard to the “description of the procedures aimed at identifying the decision “influenced” by the company that exercises guidance and coordination,” Parmalat, in addition to complying with the requirements of Article 2391-bis of Italian Civil Code regarding related-party transaction, has currently adopted a Group Policy governing the abovementioned transactions throughout the Group.

More specifically, the abovementioned Policy, which was approved by the Internal Control, Risk Management and Corporate Governance Committee in June 2011, specifies: (i) that its intended recipients are the Chief Executive Officers of Group subsidiaries, who are responsible for the Policy’s correct implementation at the subsidiaries; (ii) that its scope of implementation at the personal level is variable and is defined in the Group control chart furnished quarterly by the Corporate Affairs Department; and (iii) that the Chief Executive Officers of the individual companies are required to provide the Parent Company with a quarterly report, included in the reporting package, listing any related-party transactions.

As for the existence of a specific procedure aimed at identifying the decisions “influenced” by the company that exercises guidance and coordination, please note that, as there does not appear to be a cogent statutory obligation concerning the need to adopt a procedure of this type beyond the provisions governing related-party transactions, this issue is addressed through internal Group directives, currently not yet formally set forth in specific procedures, furnished by management consistent with the system for the delegation of authority.

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