Significant events

Significant events in the first half of 2013 and subsequent events

Appointment of the common representative of the holders of EXOR preferred shares

On January 15, 2013, the shareholders’ meeting of EXOR preferred shares appointed Oreste Cagnasso as the preferred shareholders’ common representative.

Mandatory conversion of preferred and savings shares

The meeting of the board of directors of EXOR S.p.A. held on February 11, 2013 put forward a motion to the shareholders to convert the Company’s preferred and savings shares into ordinary shares.

The conversion had the intention of streamlining the capital structure and simplifying the governance structure of the Company, creating conditions for greater transparency. In addition, the conversion eliminated classes of securities that have had very limited trading volumes, replacing them with ordinary shares, whose liquidity will be enhanced through the transaction, to the benefit of all shareholders.

The proposals were approved by the special meetings of the preferred and savings shareholders and the general meeting of the shareholders (in extraordinary session) respectively on March 19, and March 20, 2013.

Holders of preferred shares and savings shares who did not participate in the approval of the proposed conversions (i.e., holders who did not attend the meetings or voted against the proposed resolution or abstained) were able to exercise withdrawal rights for a fifteen-day period following registration of the approved resolutions in the Turin Company Register pursuant to article 2437-bis of the Italian Civil Code. On May 3, 2013, at the end of the withdrawal period, EXOR announced that the conditions precedent, approved by the shareholders’ meeting on March 20, 2013, were satisfied. This shareholders’ meeting, in fact, had resolved that the conversion of each class of shares would be conditional upon the cash amount to be paid by the Company pursuant to article 2437-quater of the Italian Civil Code for exercise of the withdrawal rights not exceeding €80 million, in the case of the preferred shares, and €20 million in the case of savings shares. In the event that either of these limits was exceeded for any given class, the conversion of both classes of shares would nevertheless become effective if the aggregate cash amount to be paid by the Company for the exercise of the withdrawal rights in respect of both classes did not exceed €100 million.

The conversions were executed on June 24, 2013, following the ex-dividend date for the 2012 dividends.

As from that same date, the share capital of EXOR S.p.A. is composed of 246,229,850 ordinary shares of par value €1 each for a total of €246,229,850.

Sale of Perfect Vision Mandatory Convertible Bonds

On March 8, 2013, EXOR S.A. concluded the sale of the Perfect Vision Mandatory Convertible Bonds to Vision Investment Management for an equivalent amount of $9.7 million (€7.4 million); the sale had no impact on the income statement for the period.

Investment in Almacantar

On April 4, 2013 and May 2, 2013 EXOR S.A. paid in to Almacantar respectively £8 million (€9.4 million) and £4 million (€4.7 million) against the remaining amount due on the capital increase by Almacantar S.A. that was fully subscribed to in 2011 but not yet entirely paid.

On July 5, 2013, EXOR S.A. paid in to Almacantar the remaining balance of £19.2 million (€22.3 million).

In order to ensure additional financial resources for new investments, on July 11, 2013 EXOR S.A. subscribed to a new capital increase for a total of £50 million (€57.9 million), with an initial payment of £11.9 million (€13.8 million). Following this payment, EXOR S.A. holds about 38.29% of Almacantar S.A. share capital.

Resolutions passed by the May 30, 2013 shareholders’ meeting

The EXOR shareholders’ meeting held May 30, 2013 approved the payment of dividends, unchanged from the prior year, for €0.335 for each ordinary share, €0.3867 for each preferred share and €0.4131 for each savings shares, for a total maximum amount of €78.5 million. The declared dividends were payable beginning June 27, 2013.

The same shareholders’ meeting approved the Compensation Report pursuant to art. 123-ter of Legislative Decree 58/98 and passed the resolution to renew the authorization for the purchase and disposal of EXOR treasury stock. Under the authorization the Company may purchase and sell on the market, for 18 months from the date of the shareholders’ resolution, ordinary and/or preferred and/or savings shares for a maximum number such as not to exceed the limit set by law, for a maximum disbursement of €450 million. Therefore, the authorization for the purchase and disposal of treasury stock approved by the shareholders’ meeting on May 29, 2012 for the part not used is considered revoked and subsequently modified and integrated on March 20, 2013.

The buyback program will continue as approved on May 29, 2012 and integrated by the board of directors’ meeting on February 11, 2013 under which EXOR has to date invested approximately €105 million of the €200 million approved as the maximum outlay.

Finally, the shareholders’ meeting approved, pursuant to articles 2443 and 2420 ter of the Italian Civil Code, the renewal of the five-year authorization to increase share capital, at one or more times, also in divisible form, up to a maximum nominal amount of €500 million and to issue, at one or more times, bonds convertible into shares up to a maximum of €1 billion.

Sale of investment in SGS S.A.

On June 10, 2013 EXOR S.A. finalized the agreement signed on June 2, 2013 for the sale of its entire investment in SGS S.A. (15% of share capital) to Serena S.à.r.l., a wholly-owned subsidiary of Groupe Bruxelles Lambert (GBL) at a price per share of CHF 2,128, for a total equivalent amount of more than €2 billion.

The sale forms part of the strategy of continual portfolio evaluation and optimization; the proceeds will be used to take advantage of new investment opportunities consistently with EXOR’s investment strategy.

EXOR realized a net gain on the sale at consolidated level of €1,534 million.

Criminal case relative to the contents of the press releases issued by IFIL and Giovanni Agnelli e C. on August 24, 2005

The Court of Appeals, in its decision handed down on February 21, 2013, completely acquitted, because the alleged criminal acts were not committed, EXOR S.p.A. and Giovanni Agnelli e C.

The judgments on the positions of Gianluigi Gabetti and Franzo Grande Stevens are still pending.

Commercial Register No.64236277 Legal notes | Credits