DOCSLIB.ORG

Base Prospectus Dated 9 January 2020

Total Page：16

File Type：pdf, Size：1020Kb

Download full-text PDF Read full-text
Base Prospectus Dated 9 January 2020 Base Prospectus dated 9 January 2020 ENEL – Società per Azioni (incorporated with limited liability in Italy) as an Issuer and Guarantor and ENEL FINANCE INTERNATIONAL N.V. (a limited liability company incorporated in The Netherlands, having its registered office at Herengracht 471,1017 BS Amsterdam, The Netherlands) as an Issuer €35,000,000,000 Euro Medium Term Note Programme On 7 December 2000 ENEL — Società per Azioni (“ENEL” or the “Company”) entered into a Global Medium Term Note Programme (the “Programme”) and issued an offering circular on that date describing the Programme. The Programme was subsequently updated, most recently on 17 December 2018. This base prospectus (the “Base Prospectus”), which provides for the Programme to be a Euro Medium Term Note Programme, supersedes all previous offering circulars. Any Notes (as defined below) issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Notes already issued. Under the Programme, each of ENEL and ENEL Finance International N.V. (“ENEL N.V.”) may from time to time issue notes (the “Notes”) denominated in any currency agreed between the relevant Issuer and the relevant Dealer (as defined below). References in this Base Prospectus to the “relevant Issuer” shall, in relation to any Tranche of Notes, be construed as references to the Issuer which is, or is intended to be, the Issuer of such Notes as indicated in the applicable Final Terms. The payment of all amounts owing in respect of Notes issued by ENEL N.V. will be unconditionally and irrevocably guaranteed by ENEL in its capacity as guarantor (the “Guarantor”). ENEL N.V. has a right of substitution as set out in Condition 16(a) and Condition 16(c). ENEL N.V. may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and the Coupons either ENEL as Issuer or any of ENEL’s Subsidiaries (as defined below). ENEL or the relevant Subsidiary (failing which, ENEL) shall indemnify each Noteholder and Couponholder against any adverse tax consequences of such a substitution, except that neither ENEL nor the relevant Subsidiary shall be liable under such indemnity to pay any additional amounts either on account of “imposta sostitutiva” or on account of any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information. When ENEL N.V. is to be substituted by another of ENEL’s Subsidiaries, such substitution may only take place if ENEL continues to guarantee the obligations of such Subsidiary. For further details regarding ENEL N.V.’s right of substitution see Condition 16(a) and Condition 16(c). ENEL has a right of substitution as set out in Condition 16(b). ENEL may, at any time, without the consent of the Noteholders or the Couponholders, substitute for itself as principal debtor under the Notes and Coupons any of its Subsidiaries provided that ENEL shall guarantee the obligations of such Subsidiary. The relevant Subsidiary (failing which, ENEL) shall indemnify each Noteholder and Couponholder against any adverse tax consequences of such a substitution, except that neither the relevant Subsidiary nor ENEL shall be liable under such indemnity to pay any additional amounts either on account of “imposta sostitutiva” or on account of any other withholding or deduction in the event of payment of interest or other amounts paid to a non-Italian resident legal entity or a non-Italian resident individual which is resident in a country which does not allow for a satisfactory exchange of information. For further details regarding ENEL’s right of substitution, see Condition 16(b). Notes may be issued in bearer or registered form (respectively “Bearer Notes” and “Registered Notes”). The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed €35,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under “Overview of the Programme” and any additional Dealer appointed under the Programme from time to time by the relevant Issuer (each a “Dealer” and together the “Dealers”), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the “relevant Dealer” shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these see “Risk Factors”. This Base Prospectus has been approved as a base prospectus by the Central Bank of Ireland (the “Central Bank”), as competent authority under Regulation (EU) 2017/1129 (the “Prospectus Regulation”). The Central Bank only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the Central Bank should not be considered as an endorsement of ENEL or ENEL N.V. or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. Such approval relates only to Notes which are to be admitted to trading on the regulated market of the Irish Stock Exchange plc trading as Euronext Dublin (“Euronext Dublin”) or other regulated markets for the purposes of Directive 2014/65/EU (as amended) (“MiFID II”) or which are to be offered to the public in any Member State of the European Economic Area (the “EEA”). Application has been made to Euronext Dublin for Notes issued under the Programme to be admitted to the Official List and trading on its regulated market. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes will be set out in the final terms (the “Final Terms”) which, with respect to Notes to be listed on Euronext Dublin, will be filed with the Central Bank. The Central Bank has been requested to provide a certificate of approval and a copy of this Base Prospectus to the relevant competent authority in Luxembourg. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) and the relevant Dealer. Where Notes issued under the Programme are listed or admitted to trading on a regulated market within the EEA or offered to the public in a Member State of the EEA in circumstances which require the publication of a prospectus under the Prospectus Regulation, such Notes will not have a denomination of less than €100,000 (or, in the case of Notes that are not denominated in euro, the equivalent thereof in such other currency). The relevant Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The Notes issued by ENEL will constitute “obbligazioni” pursuant to Article 2410, and the Articles that follow such Article 2410, of the Italian Civil Code, which relate to the issuance of “obbligazioni” by corporations in Italy. This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are to be admitted to trading on a regulated market in the EEA. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. The Notes and the Guarantee have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Notes may include bearer notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes and the Guarantee may not be offered or sold or, in the case of bearer notes, delivered within the United States or for the account or benefit of U.S. Persons (as defined in Regulation S under the Securities Act (“Regulation S”)). The Notes will be offered and sold in offshore transactions to non-U.S. persons outside the United States in reliance on Regulation S under the Securities, in transactions exempt from the registration requirements of the Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus see “Subscription and Sale and Selling and Transfer Restrictions”. The relevant Issuer and the Guarantor (where ENEL is not the relevant Issuer) may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a Drawdown Prospectus (as defined below), if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. ENEL’s long-term debt is currently rated “BBB+” (stable outlook) by S&P Global Ratings Europe Limited (France Branch) (“S&P”), “A-” (stable outlook) by Fitch Italia S.p.A. (“Fitch”) and “Baa2” (positive outlook) by Moody’s France S.A.S. (“Moody’s”). Each of Moody’s, S&P and Fitch is established in the European Union (the “EU”) and registered under Regulation (EC) No.1060/2009 (as amended) (the “CRA Regulation”) and as such is included in the list of credit rating agencies published by the European Securities and Markets Authority (“ESMA”) on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation.
Load more

Recommended publications
  • Capital Markets Day Presentation (Moscow)
    Capital markets day Efficiency and stability are the name of the game December 8, 2016 Moscow, Russia Capital markets day Agenda Nikolay Shulginov Chairman of • Opening remarks. Preliminary results of 1 the Management Board – RusHydro Group in 2016 General Director George Rizhinashvili • RusHydro Group Development Strategy Management Board member, 2 • Overview of capital raising to refinance RAO ES First Deputy General Director East debt Sergey Kirov Management Board member, • Optimization of capital and operating costs 3 First Deputy General Director • Operating efficiency improvement plan Q&A session 2 Capital markets day RusHydro: the leading Russian utilities and renewables company No. 2 Russian power generation company, GW No.3 world’s hydropower co. by capacity, GW 15% 15% 11% 10% 7% 6% 38.9 38.2(2) 29 27 19 16 38 36 30(2) 29 28 26 Source: companies’ data, System operator Source: companies’ data 15% - share of total installed capacity of Russia No.6 heat producer in the world, mn GCal 12% of total Russia’s electricity output in 2015 12% (2) 1,050 TWh 117 108 45 39 37 31 25 Source: companies’ data Source: companies’ data, System operator 3 Capital markets day RusHydro – a leading Russian genco Russia’s largest genco and one of the world’s largest publicly-traded predominantly hydro generation companies, with capacity of 38.7 GW (ca. 16% of the Russian total) The biggest winner from electricity market liberalization in Russia due to extensive exposure to low- cost hydro generation A developing and succesful dividend story: 5 consecutive
    [Show full text]
  • An Overview of Boards of Directors at Russia's Largest Public Companies
    An Overview Of Boards Of Directors At Russia’s Largest Public Companies Andrei Rakitin Milena Barsukova Arina Mazunova Translated from Russian August 2020 Key Results According to information disclosed by 109 of Russia’s largest public companies: “Classic” board compositions of 11, nine, and seven seats prevail The total number of persons on Boards of the companies under study is not as low as it might seem: 89% of all Directors were elected to only one such Board Female Directors account for 12% and are more often elected to the audit, nomination, and remuneration committees than to the strategy committee Among Directors, there are more “humanitarians” than “techies,” while the share of “techies” among chairs is greater than across the whole sample The average age for Directors is 53, 56 for Chairmen, and 58 for Independent Directors Generation X is the most visible on Boards, and Generation Y Directors will likely quickly increase their presence if the impetuous development of digital technologies continues The share of Independent Directors barely reaches 30%, and there is an obvious lack of independence on key committees such as audit Senior Independent Directors were elected at 17% of the companies, while 89% of Chairs are not independent The average total remuneration paid to the Board of Directors is RUR 69 million, with the difference between the maximum and minimum being 18 times Twenty-four percent of the companies disclosed information on individual payments made to their Directors. According to this, the average total remuneration is approximately RUR 9 million per annum for a Director, RUR 17 million for a Chair, and RUR 11 million for an Independent Director The comparison of 2020 findings with results of a similar study published in 2012 paints an interesting dynamic picture.
    [Show full text]
  • Annual Report 2014
    APPROVED: by the General Shareholders’ Meeting of Open Joint-Stock Company Enel Russia on June 17, 2015 Minutes № 2/15 dd. June 17, 2015 PRELIMINARY APPROVED: by the OJSC Enel Russia Board of Directors on April 22, 2015 Minutes № 05/15 dd. April 22, 2015 2014 ANNUAL REPORT General Director of OJSC Enel Russia June ___, 2015 __________ / K. Palasciano Villamagna/ Chief Accountant of OJSC Enel Russia June ___, 2015 _________ / E.A. Dubtsova/ Moscow 2015 TABLE OF CONTENTS 1. Address of the company management to shareholders .................................................................... 4 1.1. Address of the chairman of the board of directors .................................................................... 4 1.2. Address of the general director .................................................................................................. 6 2. Calendar of events ............................................................................................................................ 8 3. The company’s background............................................................................................................ 11 4. The board of directors report: results of the company priority activities ...................................... 12 4.1. Financial and economic performance of the company ............................................................ 12 4.1.1. Analysis of financial performance dynamics in comparison with the previous period........ 12 4.1.2. Dividend history ..................................................................................................................
    [Show full text]
  • Atti Parlamentari
    Camera dei Deputati – 530529 – Senato della Repubblica XVII LEGISLATURA - DISEGNI DI LEGGE E RELAZIONI - DOCUMENTI - DOC. XV N. 614 %di Denominazione Capitale Metodo di Detenuta %di possesso sociale Sede legale Nazione sociale Valuta Attività consol(damento da possesso del Gruppo Enel Green Power Rio de Janeiro Brasile 144.640.892,85 BRL Produzione e vendita integrale Enel Green 1,00% 100,00% Cristal E61ica SA di energia elettrica da Power fonte rinnovabile Desenvolvimento ;Ltda Enel Green 99,00% PowerBrasil Participaçòes Ltda Enel Green Power Rio de Janeiro Brasile 1.000.000,00 BRL Produzione di energia Integrale Enel Green 99,90% 99,90% Cristalandia I E6lica SA elettrica da fonte Power Brasi! rinnovabile Participaçées Ltda Enel Green Power Rio de Janeiro Brasile 1.000.000,00 BRL Produzione di energia Integrale Enel Green 99,90% 99,90% Cristalandia Il E61ica SA elettrica da fonte Power Brasi! rinnovabile Participaçoes Ltda Enel Green Power Rio de Janeiro Brasile 70.000.000,00 BRL Produzione di energia Integrale Enel Green 1,00% 100,00% Damascena E61ica SA elettrica da fonte Power rinnovabile Desenvolvimento Ltda Enel Green 99,00% Power Brasil Participaçées Ltda Enel Green Power del Santiago Cile 1.000.000,00 CLP Produzione di energia Integrale Enel Green 100,00% 99,91% Sur SpA (già Parque elettrica da fonte Power Chile Ltda E61ico Renaico SpAJ rinnovabile Enel Green Power Rio de Janeiro Brasile 70.379.344,85 BRL Produzione di energia Integrale Enel Green 99,90% 99,90% Delfina A E6lica SA elettrica da fonte Power Brasil rinnovabile Participaçoes
    [Show full text]
  • Enel Russia Discloses Its 2020 Financial Results
    Media Relations PJSC Enel Russia Pavlovskaya 7, bld. 1, Moscow, Russia T +7(495) 539 31 31 ext. 7824 [email protected] enel.ru ENEL RUSSIA DISCLOSES ITS 2020 FINANCIAL RESULTS • 2020 financial results are expectedly lower compared to the previous year, mostly due to change in assets perimeter • Enel Russia’s performance was affected by weak market context due to the continuing low economic activity caused by the COVID-19 pandemic • Throughout 2020 Enel Russia was focused on ensuring continuous business operations and on completing its ongoing construction projects, considering the outbreak of COVID-19 MAIN FINANCIAL HIGHLIGHTS (millions of RUB) 2020 2019 Change Revenues 44,037 65,835 -33.1% EBITDA 9,017 15,318 -41.1% EBIT 5,532 2,842 +94.7% Ordinary EBIT 6,595 11,039 -40.3% Net income 3,625 896 +304.6% Ordinary net income 4,467 7,453 -40.1% Net debt at the end of the period 13,697 4,171 +228.4% Stephane Zweguintzow, General Director of Enel Russia, said: “The change in the company’s assets perimeter after the disposal of Reftinskaya GRES and lower economic activity due to the COVID-19 pandemic were the main factors impacting our ordinary 2020 results. In a challenging context characterized by the pandemic, our company focused on ensuring continuous business operations and actively invested in its renewable projects realization.” Moscow, March 16th, 2021 – PJSC Enel Russia has published its audited consolidated financial statements for 2020 in accordance with the International Financial Reporting Standards (IFRS). • Revenues showed negative dynamics year-over-year mostly due to: – a decrease in electricity and capacity sales considering the company’s new perimeter after Reftinskaya GRES disposal; – a decline in market electricity (DAM) prices, as a result of lower demand in the energy system, caused by weak economic activity due to the COVID-19 pandemic, coupled with stable supply by 1 PJSC Enel Russia – Pavlovskaya 7, bld.
    [Show full text]
  • Enel Russia Received a Right to Put Into Commercial Operation Its First Wind Farm Azovskaya 90 Mw
    Media Relations PJSC Enel Russia Pavlovskaya 7, bld. 1, Moscow, Russia T +7(495) 539 31 31 ext. 7824 [email protected] enel.ru ENEL RUSSIA RECEIVED A RIGHT TO PUT INTO COMMERCIAL OPERATION ITS FIRST WIND FARM AZOVSKAYA 90 MW • Starting from May 1, 2021, Azovskaya WPP obtained the right to supply energy and capacity to the Russian wholesale electricity market Moscow, April 29, 2021 – Today PJSC Enel Russia obtained the right to put into commercial operation its first wind farm in Russia, located in Azov, Rostov region, with installed capacity of 90 MW. The right to sell the energy and capacity to the Russian wholesale electricity market was granted once the relevant notification was issued by Trading System Administrator of Russian wholesale electricity market. That means that starting from May 1, 2021 Azovskaya WPP’s first “green” energy KWh will be supplied to the Russian wholesale electricity market. Moreover, in the near future it is expected to obtain the confirmation on compliance with the localization requirements, what will allow the company to receive 100% payment for capacity. «Today we are witnessing a historical moment for Enel Russia. Azov wind farm, Enel Group’s first wind farm in Russia, allows us to contribute to our strategy to develop renewable energy in the country. Azovskaya WPP start of commercial operation is an important step for our company on the way of business transformation ensuring a lower carbon footprint», - announced Stephane Zweguintzow, PJSC Enel Russia General Director. Construction works were carried out by Enel Green Power, the Group’s business line dedicated to the development and operation of renewables around the world.
    [Show full text]
  • Subpart 3.2 Contracts Admitted for Off-Book Trading
    Contract Specifications for Futures Contracts Eurex14e and Options Contracts at Eurex Deutschland and Eurex Zürich As of 19.12.2017 15.11.2017 Page 1 Annex A ************************************************************************* AMENDMENTS ARE MARKED AS FOLLOWS: INSERTIONS ARE UNDERLINED DELETIONS ARE CROSSED OUT ************************************************************************* […] Subpart 3.2 Contracts Admitted for Off-Book Trading The following Futures and Options Contracts admitted for trading at Eurex Deutschland or Eurex Zürich may be entered using the Eurex T7 Entry Service for the trade types specified below. 3.2.1 Block trades The products listed below are admitted to block trading. Aside from the standard contract on a certain underlying instrument pursuant to Annex A and Annex B, contracts may also be traded according to a different type of execution, settlement and term, provided that this has been permitted by the Management Board in the table below (“Additional Contract Versions”). The terms of the trades may not exceed the maximum terms of a Eurex Future or Eurex Option defined by the Management Boards of the Eurex Exchanges and the exercise of the trades may not exceed the maximum execution of an option defined by the Management Boards of the Eurex Exchanges, multiplied by 2.5. Product Minimum number of contracts traded Standard Additional contract versions Y/N […] Single Stock Futures Futures Contracts on Shares pursuant to Annex A (FSTK) Y 1 Annex A […] Contract Specifications for Futures Contracts Eurex14e and Options Contracts at Eurex Deutschland and Eurex Zürich As of 19.12.2017 15.11.2017 Page 2 Annex A The number of Futures or Options Contracts traded including their additional contract versions may not be below the defined minimum number of contracts to be traded.
    [Show full text]
  • 3. Inter RAO Group Today | 11
    10 | PJSC Inter RAO | 2016 Annual Report 3. INTER RAO GROUP TODAY The Group operates in the following segments: A leading electricity export and import operator in Rus- — Electricity and heat generation sia. The Inter RAO Group’s supply geography comprises — Electricity supply and heat supply Finland, Belarus, Lithuania, Latvia, Estonia, Poland, Nor- — International electricity trading way, Ukraine, Georgia, Azerbaijan, South Ossetia, Ka- A diversified energy holding company — Engineering, power equipment export zakhstan, China and Mongolia. managing assets in Russia, as well as — Management of electricity distribution grids outside Russia Effectively manages power supply companies – guaran- in European and CIS countries. teed suppliers in 12 regions of Russia. Since 2010, PJSC Inter RAO has been rated in the List of Strategic Enterprises and Strategic Joint Stock Compa- Owns independent suppliers of electricity to large indus- nies of the Russian Federation1. trial consumers. GENERATING ASSETS SUPPLY ACTIVITIES ELECTRICITY EXPORT in 2016 THERMAL POWER PLANTS 41 17.0bn kWh ELECTRICITY IMPORT HYDROPOWER PLANTS 62 (including 5 low capacity HPPs) 10 in 2016 IN 62 REGIONS OF RUSSIA bn kWh WIND FARMS 3.1 1 According to the Decree of the President of Russia No. 1190 dated 30.09.2010 PJSC Inter RAO was included in the List of Strategic Enterprises and Strategic Joint-Stock Companies (Section 2 of the List of Open Joint Stock Companies with its assets held in federal ownership managed by the Russian Federation in order to ensure strategic 2 interests of State defence and security, moral values, healthcare, rights and legitimate interests protection of the citizens of the Russian Federation).
    [Show full text]
  • Remuneration Report 2020
    REMUNERATION REPORT 2020 Prepared in accordance with the article 123-ter of Legislative Decree no. 58 of 24 February 1998 and in compliance with Appendix 3A, schemes 7-bis and 7-ter of the CONSOB Regulation no. 11971 of 14 May 1999 and following amendments REMUNERATION REPORT 2020 Prepared in accordance with the article 123-ter of Legislative Decree no. 58 of 24 February 1998 and in compliance with Appendix 3A, schemes 7-bis and 7-ter of the CONSOB Regulation no. 11971 of 14 May 1999 and following amendments INDEX LETTER OF THE CHAIR OF THE REMUNERATION 7 & APPOINTMENTS COMMITTEE SECTION I – REMUNERATION POLICY 2020 8 EXECUTIVE SUMMARy – REMUNERATION POLICY 2020 10 1 GOVERNANCE MODEL 11 1.1 Bodies and parties involved 11 1.2. 2020 Remuneration Policy approval procedure 14 2 2020 REMUNERATION POLICY PURPOSES, 15 PRINCIPLES AND GUIDELINES 2.1 Remuneration Policy principles 15 2.2. The Total Reward Policy 2020 16 3 2020 REMUNERATION POLICY GUIDELINES 16 3.1 Remuneration Policy length 16 3.2. Remuneration of Directors 17 3.3. Remuneration of the Chief Executive 17 Officer and General Manager 3.4. Remuneration of Key Managers with 22 Strategic Responsibilities 3.5. Remuneration of the Head of Internal Audit 26 3.6. Remuneration Policy derogation procedures 27 4 REMUNERATION REPORT 2020 SECTION II - REMUNERATION PAID IN 2019 AND OTHER INFORMATION 28 1 INTRODUCTION: PAY-FOR-PERFORMANCE IN AMPLIFON 30 2 IMPLEMENTATION OF THE 2019 REMUNERATION POLICY 30 2.1 Fixed Remuneration 30 2.2 Short-term Variable Remuneration (MBO 2019) 31 2.3 Long-term Variable Remuneration – Stock Grant 32 Plan 2019-2025 (cycle 2019-2021) 2.4 Indemnity for end of term or termination of employmen 32 TABLE 1 34 TABLE 2 34 TABLE 3A 36 TABLE 3B 38 TABLE 7-TER 38 5 LETTER OF THE CHAIR OF THE REMUNERATION & APPOINTMENTS COMMITTEE third best result on the Italian market.
    [Show full text]
  • Annual Report 2017
    Annual Report 2017 Annual Report 2017 Index Amplifon at a glance Message from the Chairperson and the Chief Executive Officer 4 2017 Highlights 6 Key events 8 History 10 Our Corporate Culture Purpose 15 Mission 16 Values 17 Our unique business model Strategy 20 Strengths 21 Market scenario 22 Global presence 24 Business model 26 Distribution network 27 Our commitment to stakeholders Sustainability 32 Corporate bodies 38 Report for Investors 40 2 Annual Report 2017 | Amplifon at a glance Report on Operations at 31 December 2017 45 Comments on the Financial Results 47 Statement of changes in Net Equity and the results for the period of the Parent Company Amplifon S.p.A. and the Group Net Equity and results for the period in question at 31 December 2017 83 Risk Management 84 Treasury Shares 95 Research and Development 96 Transactions between Group Companies and with related parties 96 Contigent Liabilities 96 Outlook 97 Report on Corporate Governance and Ownership Structure at 31 December 2017 97 Sustainability Report at 31 December 2017 97 Comments on the Financial Results of Amplifon S.p.A. 98 Consolidated Financial Statements at 31 December 2017 113 Consolidated Statement of Financial Position 116 Consolidated Income Statement 118 Statement of Comprehensive Income 119 Statement of Changes in Consolidated Net Equity 120 Consolidated Cash Flow Statement 122 Supplementary Information to Cash Flow Statement 124 Explanatory Notes 125 Annexes 208 Declaration in respect of the Consolidated Financial Statements pursuant to Article 154-bis of Legislative
    [Show full text]
  • ANNUAL REPORT As of December 31, 2013
    ANNUAL REPORT As of December 31, 2013 IAS/IFRS Luxottica Group S.p.A ., Via Cantù, 2, 20123 Milano - C.F. Iscr. Reg. Imp. Milano n. 00891030272 - Partita IVA 10182640150 1. MANAGMENT REPORT 2. REPORT ON CORPORATE GOVERNANCE CONSOLIDATED FINANCIAL STATEMENTS 3. CONSOLIDATED FINANCIAL STATEMENTS 4. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. ATTACHMENTS 6. CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATMENTS PERSUANT TO ARTICLE 154 OF THE LEGISLATIVE DECREE 58/98 7. AUDITORS’ REPORT DRAFT STATUTORY FINANCIAL STATEMENTS 8. STATUTORY FINANCIAL STATEMENTS 9. NOTES TO THE STATUTORY FINANCIAL STATEMENTS 10. CERTIFICATION OF THE STATUTORY FINANCIAL STATMENT PERSUANT TO ART.154 OF THE LEGISLATIVE DECREE 58/98 11. AUDITORS’ REPORT 12. BOARD OF DIRECTORS PROPOSAL 13. BOARD OF STATUTORY AUDITORS’ REPORT ON THE STATUTORY AND CONSOLIDATED FINANCIAL STATEMENTS Luxottica Group S.p.A ., Via Cantù, 2, 20123 Milano - C.F. Iscr. Reg. Imp. Milano n. 00891030272 - Partita IVA 10182640150 Corporate Management Board of Directors In office until the approval of the financial statements as of and for the year ending December 31, 2014. Chairmen Leonardo Del Vecchio Deputy Chairmen Luigi Francavilla Chief Executive Officer Andrea Guerra Directors Roger Abravanel * Mario Cattaneo * Enrico Cavatorta** Claudio Costamagna * Claudio Del Vecchio Sergio Erede*** Elisabetta Magistretti* Marco Mangiagalli * Anna Puccio * Marco Reboa * (Lead Indipendent Director) * Independent director ** General Manager – Central Corporate Functions *** In office until March 13, 2014
    [Show full text]
  • INFORMATION DOCUMENT Made Available On
    INFORMATION DOCUMENT Made available on April 23, 2021, prepared on a voluntary basis in accordance with the indications set out in Model 3 of Annex 3B, as referred to in Article 71 of the Regulation implementing Legislative Decree no. 58 of February 24, 1998, concerning the regulation of issuers, adopted by Consob Resolution no. 11971 of May 14, 1999, as amended relating to CONTRIBUTION IN KIND OF THE BUSINESS DIVISION NAMED “ITALY DIVISION” by Amplifon S.p.A. by way of full payment of a capital increase for a wholly owned subsidiary AMPLIFON S.P.A. Registered office located at via Ripamonti, 131/133, 20141 Milan, Italy Share capital: €4,527,772.40 Companies Register and Tax ID no. 04923960159 - REA MI [Economic and Administrative Index] - 1064063 April 23, 2021 1 Amplifon S.p.A. has exercised the right to derogate from the obligation to publish an information document relating to acquisitions and disposals, provided for in Article 71 of Consob Regulation no. 11971 of May 14, 1991, as amended (hereinafter the “Issuers’ Regulation”). In view of the importance of the operation described below, Amplifon S.p.A. has considered it appropriate to provide, through the publication of this informative document, adequate information to the public regarding the operation involving the contribution in kind of a business division, belonging to Amplifon S.p.A., to a newly or recently established limited liability company, the share capital of which is owned entirely by Amplifon S.p.A. (the “Operation”). This information document has therefore been prepared, on a voluntary basis, in accordance with the indications set out in Model 3 of Annex 3B of the Issuers’ Regulation, as referred to in Article 71 of the Issuers’ Regulation, concerning significant acquisitions and disposals.
    [Show full text]