Transfer of the registered office to the Netherlands has been finalised
THE TRANSFER OF THE REGISTERED OFFICE IN THE NETHERLANDS HAS BEEN FINALISED: CEMENTIR HOLDING S.P.A BECOMES CEMENTIR HOLDING N.V.
APPOINTMENT OF INTERNAL POSITIONS IN THE BOARD – APPOINTMENT OF COMMITTEES – ESTABLISHMENT OF A SECONDARY AND OPERATIONAL OFFICE IN ITALY
NEW ISIN CODE
Amsterdam, 5 October 2019 – Further to precedent press releases, in particular on 28 June 2019, 5 July 2019, 1 August 2019 and 2 October 2019, today the transfer of the Company’s registered office to Amsterdam, The Netherlands, approved by the extraordinary shareholders’ meeting of 28 June 2019, has been finalised.
Conditions precedent and assumptions stated in the shareholders’ resolution of 28 June 2019 have occurred and the new Articles of Association have become effective, therefore the current name of the Company is Cementir Holding N.V.
The other shareholders’ resolutions also became effective. In particular the members of the board of directors that will remain in office until the end of the shareholders’ meeting called to approve the financial statements for the year ending on 31 December 2019 are Francesco Caltagirone jr., sole executive director with the position as CEO and Chairman, and the non-executive directors Carlo Carlevaris, Alessandro Caltagirone, Azzurra Caltagirone, Edoardo Caltagirone, Saverio Caltagirone, Fabio Corsico, Mario Delfini, Veronica De Romanis (independent director), Paolo Di Benedetto (independent director), Adriana Lamberto Floristan (independent director), Chiara Mancini (independent director) and Roberta Neri (independent director).
The newly established board of directors of Cementir Holding N.V. appointed Carlo Carlevaris as Senior Non-executive Director and Azzurra Caltagirone and Alessandro Caltagirone as Vice-Chairmen and Nomination Committee (whose members are Paolo Di Benedetto - chairman, Veronica De Romanis, Chiara Mancini and Mario Delfini).
The statutory audit of the Company’s accounts will be assumed, pursuant to Dutch law, by KPMG Accountants N.V., which will take over from the current independent auditors, KPMG S.p.A., until the end of the term of its office, i.e. until the approval of the financial statements with respect to the financial year 2020.
The newly established board of directors of Cementir Holding N.V. has further resolved to establish a secondary and operational office in Italy, in Corso di Francia, 200, Rome. As already communicated the tax residence of the Company will remain in Italy.
Il neocostituito consiglio di amministrazione di Cementir Holding N.V. ha infine deliberato la costituzione di una sede secondaria e operativa in Italia, in Corso di Francia, 200, Roma. Si rammenta che la residenza fiscale della Società rimane in Italia.
As communicated on 2 October 2019, the shares of the Company remain listed on the Mercato Telematico Azionario of Borsa Italiana (MTA), STAR segment, with the new ISIN code NL0013995087, active from the 7 th of October 2019, without any actions to be taken by the shareholders.