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Biesse

Pre-Annual General Meeting Information Mar 19, 2021

4501_rns_2021-03-19_b58803ba-dcc5-4141-b186-738f27d0eb93.pdf

Pre-Annual General Meeting Information

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BIESSE S.p.A.

Share capital € 27,393,042 fully paid-up Registered office in Pesaro – Via Della Meccanica 16 Tax code/VAT number and Registration in the Register of Companies of Pesaro-Urbino no. 00113220412

Extract of Notice of Call of Ordinary and Extraordinary Shareholders' Meeting

Shareholders are called to the Ordinary and Extraordinary General Meeting in Pesaro, Via della Meccanica 16, at the registered office of Biesse S.p.A., on 28 April 2021, at 9.00 a.m. in first call and in second call on 29 April 2021, same place and time, to discuss and deliberate on the following

Agenda

Ordinary Part

    1. Approval of the Financial Statements as at 31 December 2020; Directors' Report on Operations; reports of the Board of Statutory Auditors and of the Independent Auditors on the financial statements as at 31 December 2020; Inherent and consequential resolutions. Presentation of the consolidated financial statements as at 31 December 2020. Presentation of the nonfinancial statement pursuant to Legislative Decree 254/2016 ("NFS") – Sustainability Report as at 31 December 2020.
    1. Allocation of the 2020 profit/loss of Biesse S.p.A..
    1. Appointment of the Board of Directors
    2. 3.1. determination of the number of members of the Board of Directors;
    3. 3.2 appointment of the Board of Directors;
    4. 3.3 determination of total fees of Board members.
    1. Appointment of the Board of Statutory Auditors
    2. 4.1 appointment of the Board of Statutory Auditors;
    3. 4.2 appointment of the Chairman of the Board of Statutory Auditors;

4.3 determination of the remuneration of members of the Board of Statutory Auditors.

  1. Consultative vote on the "Remuneration paid in FY 2020" contained in the second section of the Remuneration Report, pursuant to Art. 123-ter(6) of Legislative Decree 58/1998.

Extraordinary Part

  1. Alignment of the Articles of Association with the regulatory provisions on gender balance.

Information regarding:

  • a) allocation of the operating profit;
  • b) entitlement to attend and vote at the Shareholders' Meeting;
  • c) granting of the proxy to the Designated Representative pursuant to Art. 135 undecies of Legislative Decree no. 58/1998;
  • d) right to submit questions on items on the agenda;
  • e) any right to supplement the agenda and individual resolution proposals;
  • f) list filing;
  • g) proposed amendments to the Articles of Association;
  • h) availability of the full text of the resolution proposals as well as the explanatory reports and documentation submitted to the Shareholders' Meeting,

are contained in the full call notice published on the website www.biessegroup.com, Investor Relations area, to which reference should be made. It should be noted that, pursuant to Art. 106 of Decree Law No. 18 of 17 March 2020 (the so-called "Cure Italy" Decree), as amended by Law No. 21 of 26 February 2021, upon conversion of Decree Law No. 183 of 31 December 2020, which extended its application also to shareholders' meetings convened by 31 July 2021, attendance at Shareholders' Meetings by those with voting rights is permitted only via the Designated Representative.

In the "Investor Relations" – "Investor services" – "Shareholders' Meeting of 28 April 2021" section of the same website, the forms to be used by Shareholders to grant proxy to the Designated Representative and information on the amount of the share capital, indicating the number and categories of shares into which it is divided, are available.

Pesaro, 15 March 2021 For the Board of Directors The Chairman

* * * *

Notice of filing of the Report on the items on the agenda and the Report pursuant to Art. 72 of the Issuers' Regulations relating to the Shareholders' Meeting of 28 and 29 April 2021

Please be hereby informed that the Report on the items on the agenda of the Shareholders' Meeting of 28 and 29 April 2021, also containing the Board of Directors' Report pursuant to Art. 72 of Consob Regulation 11971/99 ("Issuers' Regulation") on the amendments to the Articles of Association submitted to the approval of said Meeting, are made available to the public as of today on the Company's website at www.biessegroup.com, Investor Relations area, on the website of Borsa Italiana S.p.A., at www.borsaitaliana.it and at the authorised storage mechanism.

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