RECORDATI
milan : REC

April 13, 2011 07:47 ET

RECORDATI: Shareholders Approve the 2010 Accounts; Dividend EUR 0.275 Per Share

MILAN, ITALY--(Marketwire - Apr 13, 2011) -


--  Shareholders approve 2010 results:  Consolidated revenue EUR 728.1
    million (-2.6%), operating income (EBIT) EUR 154.8 million (-4.6%,
    21.3% of sales), net income EUR 108.6 million (-1.8%, 14.9% of sales).
--  Dividend to be paid EUR 0.275 per share, unchanged as compared to the
    preceding year.
--  Company bylaws modified in accordance with Legislative Decree 27/2010.
--  Board of Directors and Statutory Auditors appointed for the 2011-2013
    three year period.
--  KPMG S.p.A. appointed independent auditor for the 2011-2019 nine year
    period.
--  Authorization to buy-back and dispose of Recordati shares renewed.
--  Modification of the 2006-2009 Stock Option Plan approved.
--  First quarter 2011 consolidated revenue EUR 197.8 million (+6.4%).

Today the Annual and Extraordinary Meetings of Recordati Shareholders was held.

Recordati's Annual Shareholders' Meeting approved the company's 2010 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. The tables attached contain a summary of the 2010 financial statements. As announced on 9 March 2011 revenues are EUR 728.1 million (- 2.6%), operating income (EBIT) is EUR 154.8 million (-4.6%, 21.3% of sales), and net income is EUR 108.6 million (-1.8%, 14.9% of sales). International sales account for 72.6% of total sales.

As proposed by the Board of Directors, the shareholders approved a dividend of EUR 0.275 per share (EUR 0.275 the preceding year) to be paid to the shares outstanding, excluding shares in treasury stock, as from 21 April 2009 (trading ex-dividend as from 18 April 2009).

Further shareholder resolutions

Extraordinary Meeting

As proposed by the Board of Directors the Extraordinary Shareholders' Meeting resolved to modify the company bylaws - in particular articles 9, 10 and 12 - mainly in order to take into account a number of changes introduced by Legislative Decree dated 27 January 2010, number 27, which absorbed Directive 2007/36/CE dated 11 July 2077 on the subject of shareholders' rights.

Annual Meeting

The shareholders appointed the Board of Directors for the years 2011, 2012 and 2013 by approving the proposal presented by the majority shareholder FIMEI S.p.A.. Nominees to the Board, which was enlarged from 9 to 10 members, include the new members Silvano Corbella, Germano Giuliani and Umberto Mortari. The following members were re-elected: Giovanni Recordati, Alberto Recordati, Andrea Recordati, Mario Garraffo, Carlo Pedersoli, Marco Vitale and Walter Wenninger. The shareholders, furthermore, appointed the Statutory Auditors by approving the proposal presented by the majority shareholder FIMEI S.p.A. to confirm Marco Nava, President, Marco Rigotti and Achille Severgnini, Auditors. Marco Antonio Viganò and Antonio Mele were appointed Alternate Auditors.

The professional résumés of the members of the new Board of Directors and the new Statutory Auditors are available on the company's website www.recordati.com.

Furthermore, the shareholders appointed KPMG S.p.A. as independent auditors to audit the financial statements for the years 2011-2019.

The Shareholders' Meeting authorized the buy-back and disposal of own shares for a period ending with the approval of the 2011 accounts. The objective of the proposal is, as in previous years, to grant the Board the possibility: of using shares for equity acquisitions or as consideration for strategic agreements; of allowing the company to invest in its own shares; of constituting a stock of own shares to service current and future stock option plans. The company is allowed to purchase up to 20,000,000 Recordati existing ordinary (common) shares, which include those shares held in Treasury stock at any given time, for a maximum cash outlay of EUR 150,000,000 million. The purchase price must be at least equal to the shares' nominal value (EUR 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' Regulations and with market practice allowed and recognized by CONSOB. As at today the company has 10,582,040 shares in Treasury stock which amount to 5.0601% of the current share capital.

Under the previous authorization granted by the Shareholders' Meeting of 13 April 2010, which expired as of today's Shareholders' Meeting, the company initiated a share buy-back program as announced on 15 February 2011 to service the company's stock option plans. A total of 1,430,935 shares were purchased as at yesterday under this buy-back program which was concluded today with the expiry of the shareholders' authorization.

Finally, the Shareholders' Meeting, pursuant to art. 114 bis of Legislative Decree 58/98, approved the modification of the 2006-2009 Stock Option Plan as outlined in the explanatory document made available.

Meeting of the Board of Directors following the Shareholders' Meeting

The new Board of Directors, in a meeting held following the Shareholders' Meeting, confirmed Giovanni Recordati as Chairman and CEO, with the same powers granted during the previous mandate, and Alberto Recordati as Vice Chairman.

The Board verified the effective existence of the independence requisites, pursuant both to Legislative Decree 58/1998 and to the Corporate Governance Code adopted by the company (see the Corporate Governance and Ownership Structure Report for 2010), concerning the Directors who declared to possess such requisites (Silvano Corbella, Mario Garraffo, Germano Giuliani, Umberto Mortari, Carlo Pedersoli, Marco Vitale and Walter Wenninger). Therefore, 7 Directors out of 10 can be considered independent.

The Board also verified and confirmed the effective existence of the independence requisites, pursuant to Legislative Decree 58/1998, of the Statutory Auditors who declared to possess also the independence requisites as per article 3 of the Corporate Governance Code as adopted by the company.

Finally, the independent Directors Marco Vitale as President, Mario Garraffo and Carlo Pedersoli were appointed as members of the Internal Control Committee, while Silvano Corbella as President, Germano Giuliani and Umberto Mortari were appointed to the Remuneration Committee.

First quarter 2011

Revenue performance in the first quarter 2011 is positive. Group sales are EUR 197.8 million, an increase of 6.4% over those in the first quarter of the preceding year.

Recordati, established in 1926, is a European pharmaceutical group, listed on the Italian Stock Exchange (Reuters RECI.MI, Bloomberg REC IM, ISIN IT 0003828271),with a total staff of over 2,800, dedicated to the research, development, manufacturing and marketing of pharmaceuticals. It has headquarters in Milan, Italy, operations in the main European countries, and a growing presence in the new markets of Central and Eastern Europe. A European field force of around 1,400 medical representatives promotes a wide range of innovative pharmaceuticals, both proprietary and under license, in a number of therapeutic areas including a specialized business dedicated to treatments for rare diseases. 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 and development of new drug entities within the cardiovascular and urogenital therapeutic areas and of treatments for rare diseases. Consolidated revenue for 2010 was EUR 728.1 million, operating income was EUR 154.8 million and net income was EUR 108.6 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.

SHAREHOLDERS APPROVE THE 2010 ACCOUNTS. DIVIDEND EUR 0.275 PER SHARE:

http://hugin.info/143644/R/1505952/440760.pdf

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(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

Source: RECORDATI via Thomson Reuters ONE

[HUG#1505952]

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