24/07/2015
Damiani Spa: The Shareholders' Meeting has approved by a majority the Financial Accounts at 31 March 2015 and appointed the Board of Directors.

Valenza 23 July 2015. The Shareholders' Assembly of Damiani S.p.A. (Milan) meeting today at the first call, approved by a majority the Financial Statements of Damiani Spa at 31 March 2015 in the version of 12 June 2015 prepared by the Board of Directors, allocating the net profit for the period (Euro 2,611,591) to the extraordinary reserve, subject to allocation of 5% of the profit for the financial year to the legal reserve.

At consolidated level, the Damiani group closed the 2014/2015 financial year with consolidated revenues of Euro 150.4 million, an advance of 4.3% at the current rate of exchange compared to the previous financial year and with an EBITDA of Euro 4.0 million.

The Shareholders' Meeting then appointed the following as members of the new Board of Directors until the Meeting convened for the approval of the Financial Accounts for the accounting year to 31 March 2018:
1. Guido Roberto Grassi Damiani
2. Giorgio Andrea Grassi Damiani
3. Silvia Maria Grassi Damiani
4. Elena Angela Luigia Garavaglia (Director who states that she has the requisites of independence pursuant to Art. 148, sub-paragraph 3, Legislative Decree 58/98 and Art. 3 of the Code of Conduct of Listed Companies).
5. Giancarlo Malerba
6. Stefano Graidi
drawn from the list presented by the majority shareholder Leading Jewels S.A., and
7. Roberta Benaglia (Director who states that she has the requisites of independence pursuant to Art. 148, sub-paragraph 3, Legislative Decree 58/98 and Art. 3 of the Code of Conduct of Listed Companies).
drawn from the list presented by the minority shareholder DGPA SGR S.p.A.

As can be seen , the presence of women into the Board and the Statutory Auditors of Damiani SpA , not only meets the requirements of the so-called "quote rosa" law (which determines the presence of women in the corporate bodies of listed companies) even before the entry into force of Law 120/2011 ), but it is even superior.
Also in the Damiani Group the presence of women is very significant , At 31 March 2015 70.8 % of the workforce are women. Damiani was also awarded about it .

Similarly, the Shareholders' Meeting supplemented the Board of Auditors, appointing Ms Laura Braga, whose candidature was presented by the majority shareholder Leading Jewels S.A., to the position of statutory auditor.

The CVs of the directors appointed and the above-mentioned statutory auditor are available on the company website www.damiani.com ('Investor Relations/Shareholders/Shareholders' Meeting' section) and that of the authorised storage mechanism NIS-Storage www.emarketstorage.com.

The Shareholders' Meeting has also:
- renewed the authorisation for the purchase and disposal of treasury shares, subject to revocation of the resolution of the Shareholders' Meeting adopted on 24 July 2014 as not used, pursuant to the combined provisions of Articles 2357 and 2357 ter of the Civil Code and Art. 132 of Legislative Decree 58 dated 24 February 1998. For more details see the Directors' Report prepared pursuant to Art. 125-ter of Legislative Decree 58 dated 24 February 1998 ('TUF', Consolidated Finance Law), available on the company website www.damiani.com ('Investor Relations/Shareholders/Shareholders' Meeting section) and that of the authorised storage mechanism NIS-Storage www.emarketstorage.com;
- approved the 'Stock Option Plan 2015-2020', concerning the free attribution of a maximum of 3,500,000 options (in the measure of one share for every option assigned) in favour of beneficiaries to be identified among executive directors, senior managers, middle managers, other employees, consultants and co-workers, including the agents of the company and companies in the Damiani Group;
- expressed its favourable opinion on the first section of the Remuneration Report prepared by the Board of Directors of the Company pursuant to Art. 123-ter of the TUF and 84-quater of CONSOB Regulation No. 11971/99, with special reference to the remuneration policy of Damiani S.p.A.

Please be advised that the Board of Directors of the company, meeting after the Shareholders' Assembly, also:
- appointed Guido Roberto Grassi Damiani Chairman of the Board of Directors, Giorgio Andrea Grassi Damiani Vice President and CEO and also Director responsible for the internal control system and risk management, and Silvia Grassi Damiani Vice President
- checked the possession (i) of the requisites of not being executive set out by Art. 2 of the Code of Conduct of Listed Companies for the directors Silvia Damiani, Roberta Benaglia, Elena Garavaglia, Stefano Graidi and Giancarlo Malerba, and (ii) the requisites of independence (set out by Art. 148 of the TUF and Art. 3 of the Code of Conduct of Listed Companies) for the directors Roberta Benaglia and Elena Garavaglia;
- appointed the director Elena Angela Luigia Garavaglia as Lead Independent Director;
- reconstituted the Committee on Control, Risks, Remuneration and Operations with Related Parties, appointing the directors Elena Garavaglia (President), Giancarlo Malerba and Roberta Benaglia as members.

Please note that the Statutory Board, meeting today, checked the existence of the requisites of independence set out by Art. 148 of the Italian Financial Law for Mrs Laura Braga and, considering the independence of the auditors already ensured by the respect for the laws in force and the Articles of Association, did not consider it necessary to check the criteria of independence as per Art. 3 of the Self Code of Conduct of Listed Companies.

Please note that, at today's date, Damiani S.p.A. holds 5,556,409 treasury shares, 6.7% of the share capital. The company does not hold treasury shares through subsidiary companies, fiduciaries or third parties.

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