Recordati: Shareholders approve the 2007 accounts. Dividend € 0.215 per share (+16.2%).

Annual Shareholders’ Meeting
• Shareholders approve 2007 results:  Consolidated revenue € 628.4 million (+9.1%), operating income (EBIT) € 131.5 million (+ 9.3%), net income € 84.9 million (+ 14.6%).
• Dividend to be paid € 0.215 per share, an increase of 16.2% over dividend paid last year.  Overall dividend € 42.2 million.
• New Board of Directors and new Board of Statutory Auditors appointed.
• Independence requisites for 5 board members verified and members of the Internal Control and Remuneration Committees appointed
• Authorization to buy-back Recordati shares renewed.
Extraordinary Shareholders’ Meeting
• Company by-laws amended in conformity with a recent Court of Cassation sentence and with amendments to the rules and regulations governing listed companies.

Milan, 11 April 2008 – Today the Annual and an Extraordinary Meeting of Recordati Shareholders was held.

Annual Shareholders’ Meeting
Recordati’s Annual Shareholders’ Meeting approved the company’s 2007 financial accounts which were prepared according to IAS/IFRS.  In addition, the group’s consolidated statements, which were also prepared according to IAS/IFRS, were presented.  As previously announced on 5 March 2008 revenues are € 628.4 million (+9.1%), operating income (EBIT) is € 131.5 million (+ 9.3%), and net income is € 84.9 million (+ 14.6%).  International sales account for 67.6% of total sales.

As proposed by the Board of Directors, the shareholders approved a dividend of € 0.215 per share (€ 0.185 the preceding year) to be paid to the shares outstanding as from 24 April 2008 (trading ex-dividend as from 21 April 2008), excluding those shares in treasury stock.  The overall amount of the dividend to be paid is € 42.2 million compared to € 37.0 million paid the preceding year, an increase of 14.2%.

The Shareholders also appointed the new Board of Directors whose term of office expires with the approval of the 2010 accounts.  The following members were appointed:  Giovanni Recordati, Alberto Recordati, Andrea Recordati, Federico Nazzari, Mario Garraffo, Carlo Pedersoli, Marco Vitale, William R. Gunnarsson and Walter Wenninger.  The Directors were chosen from the voting slate submitted by the majority Shareholder FIMEI.  No slates were submitted by minority Shareholders.  Five out of nine Directors, Mario Garraffo, Carlo Pedersoli, Marco Vitale, William R. Gunnarsson and Walter Wenninger, qualified as independent Directors pursuant to article 148, third paragraph, of the Consolidated Law on Financial Intermediation.

The new Board of Directors, in a meeting held following the General Assembly, verified the effective existence of the independence requisites concerning the Directors Mario Garraffo, Carlo Pedersoli, Marco Vitale, William R. Gunnarsson and Walter Wenninger pursuant to article 148, third paragraph, of the Consolidated Law on Financial Intermediation and to article 3 of the Corporate Governance Code for listed companies. All the abovementioned Directors are effectively independent.  The Board waived one of the requisites in the case of Prof. Marco Vitale who, despite being a Board member for nine years in the past twelve years, was considered to be truly independent. 

The Board confirmed Giovanni Recordati as Chairman and CEO and Alberto Recordati as Vice Chairman.  Marco Vitale, Mario Garraffo and Carlo Pedersoli were appointed as members of the Internal Control Committee, while Walter Wenninger, Federico Nazzari and William R. Gunnarsson were appointed to the Remuneration Committee.

The Shareholders appointed the following Board of Statutory Auditors whose term of office expires with the approval of the 2010 accounts: Marco Nava – President, Marco Rigotti and Achille G. Severgnini –Auditors and Marcantonio Viganò and Valerio Piacentini – Alternate Auditors.  The Statutory Auditors were chosen from a voting slate submitted by the majority Shareholder FIMEI.  No slate was submitted by minority Shareholders.

Furthermore, the Shareholders’ Meeting renewed the buy-back authorization granted by the Shareholders on 11 April 2007 for a period ending with the approval of the 2008 accounts.  This authorization is granted for the following purposes: use shares for equity acquisitions or as consideration for strategic agreements; allow the company to invest in its own shares; and service current and future stock option plans with existing rather than new shares.  The company is allowed to purchase up to 20,000,000 Recordati existing ordinary (common) shares, which includes those shares held in Treasury stock at any given time, for a maximum cash outlay of € 120,000,000.  The purchase price must be at least equal to the shares’ nominal value (€ 0.125) and must not exceed the average official Stock Exchange price recorded over the 5 trading days prior to the transaction, plus 5%.  Possible purchases must comply with the Issuers’ Rules and Regulations.  Under the authorization granted by the Shareholders’ Meeting of 11 April 2007, between then and today’s Meeting, the company purchased 5,060,464 shares on the market for an amount of € 29.9 million and 243,000 shares were used to service stock option plans in favour of company employees for an amount of € 1.4 million..  The company currently has 11,472,355 shares in Treasury stock which amounts to 5.5197% of the current share capital.

Extraordinary Shareholders’ Meeting
The Extraordinary Meeting of Shareholders, as proposed and explained by the Board of Directors in its report (available on Recordati’s website at the following address:  http://www.recordati.com/rec_en/investors/shareholder/2008share/2008-03-05/2008-03-05.pdf) resolved to amend articles 12, 16 and 27 of the company’s by-laws to conform with a recent Court of Cassation sentence and with amendments to the rules and regulations governing listed companies.

First quarter 2008
Group sales in the first quarter 2008 are in line with our expectations for the full year which are to grow sales and operating income by 10% and increase net income by 14%.

Recordati, established in 1926, is a European pharmaceutical group, listed on the Italian Stock Exchange (Reuters RECI.MI, Bloomberg REC IM, ISIN IT 0003828271), dedicated to the research, development, manufacturing and marketing of pharmaceuticals, with headquarters in Milan, Italy, operations in the main European countries, and a total staff of over 2,200. A European field force of over 1,100 medical representatives promotes a wide range of innovative pharmaceuticals, both proprietary and under license, in a number of therapeutic areas. Recordati’s current and growing coverage of the European pharmaceutical market makes it a partner of choice for new product licenses from companies which do not have European marketing organizations.  Recordati is committed to the research of new drug entities within the cardiovascular and urogenital therapeutic areas in which its research team has proven scientific competence and a track record of discovery and development of original drugs, the most recent of which, lercanidipine, a latest generation calcium channel blocker for the treatment of hypertension, is the company’s leading product.  Consolidated revenue for 2007 was € 628.4 million, operating income was € 131.5 million and net income was € 84.9 million.

For further information:

Recordati website:  www.recordati.com

Statements contained in this release, other than historical facts, are "forward-looking statements" (as such term is defined in the Private Securities Litigation Reform Act of 1995). These statements are based on currently available information, on current best estimates, and on assumptions believed to be reasonable. This information, these estimates and assumptions may prove to be incomplete or erroneous, and involve numerous risks and uncertainties, beyond the Company’s control. Hence, actual results may differ materially from those expressed or implied by such forward-looking statements. All mentions and descriptions of Recordati products are intended solely as information on the general nature of the company’s activities and are not intended to indicate the advisability of administering any product in any particular instance.

View the complete Press Release in PDF format

To view PDFs you need the Adobe Acrobat Reader. This program is available free of charge from the Adobe website.