Management Reports • Apr 28, 2023
Management Reports
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(under article 125-ter of Legislative Decree no. 58/1998 and articles 73 and 84-ter of Consob Regulation no. 11971/1999).
Ordinary and Extraordinary Shareholders' Meeting
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09 May 2023 - single call
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Via Berlino, no. 39 – 24040 Zingonia-Verdellino (BG), Tax code and VAT no. 09320600969
Dear Shareholders,
this report (the "Report") has been prepared by the Board of Directors of Fine Foods & Pharmaceuticals N.T.M. S.p.A. ("Fine Foods" or the "Company") under article 125-ter of Legislative Decree no. 58 of 24 February 1998, as amended and supplemented (the Consolidated Law on Finance "TUF") and article 84-ter of the Regulation adopted by Consob resolution no. 11971 of 14 May 1999, as amended and supplemented (the "Issuers' Regulations"), and illustrates the agenda items of the 09 May 2023 Ordinary and Extraordinary Shareholders' Meeting on a single call.
You are asked to resolve on the following agenda:
1. Proposal to amend Articles 6, 10, 16, 18, 19, 20, 21, 25, 26 and 29 of the Articles of Association
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This Explanatory Report amends the explanatory report published on 7 April 2023 with regard to solely the proposals to amend Articles 10 and 16 of the Company's Articles of Association referred to in the first item on the agenda of the Extraordinary Shareholders' Meeting.
Under Article 106 of Decree Law no. 18 of 17 March 2020, converted with amendments into Law no. 27 of 24 April 2020 and subsequent amendments and additions, extended until 31 July 2023 by Law no. 14 of 24 February 2023 (Article 3, paragraph 10-undecies), which converted and supplemented Decree Law 198/22 - the Shareholders' Meeting can be attended also by using telecommunications for those eligible and the share capital may participate exclusively through the representative appointed under Article 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF").
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the first item on the agenda of the 09 May 2023 Shareholders' Meeting is the 31 December 2022 Financial Statements, please read the Fine Foods Annual Financial Report as of 31 December 2021, approved by Fine Foods Board of Directors on 30 March 2023 and containing the Company's draft Financial Statements and Consolidated Financial Statements, together with the Board of Directors' Report on Operations and the certification under Article 154-bis, paragraph 5 of the TUF.
On 30 March 2022, the Board of Directors approved the Consolidated Non-Financial Statement, separately from the Board of Directors' Report on Operations, prepared under Legislative Decree no. 254/2016 were reviewed and approved.
The above documentation, the Board of Statutory Auditors and Auditing Company Reports are available under legal procedures and terms.
The Company's Consolidated Financial Statements as of 31 December 2022, which showed a loss of €9,501,145, and the Consolidated Non-Financial Statement prepared under Legislative Decree no. 254/2016, are brought to your attention but are not subject to approval by the Company's Shareholders' Meeting.
Referring to these documents, we invite you to approve the 31 December 2022 Financial Statements, which closed with a loss for the year of €7,584,144, proposing the following:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.,
* * *
Dear Shareholders,
the 31 December 2022 Financial Statements, which are subject to approval under this item on the agenda, showed a loss for the year of €7,584,144.
Regarding the allocation of the year's result, the Board of Directors proposed to cover the year's loss of €7,584,144 using the Extraordinary Reserve.
Given the above and as for this item of the agenda, the Board of Directors submits the following for your approval:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A., after approving the 31 December 2022 Financial Statements and considering the Board of Directors' proposal
1. to cover the loss for the year of €7,584,144 using the Extraordinary Reserve."
Dear Shareholders,
the result for the year (loss for the year of € 7,584,144), derived mainly from non-recurring elements such as the change in the fair value of the securities portfolio and the loss on receivables related to the leakage reimbursement.
The Company's Board of Directors has called a meeting to discuss various agenda items and propose the distribution of Company reserves as an ordinary dividend.
The Board of Directors invites you to approve a dividend of €0.10, gross of withholding taxes where applicable, for each eligible share (excluding treasury shares in the Company's portfolio).
The dividend distribution will be made using a portion of the €11,569,401 Extraordinary Reserve as of 31 December 2022, for up to €2.6 million. The Board of Directors stated that this reserve is in the amount specified today, without prejudice to the fact that, after the approval of the Financial Statements, it will be partly used to cover the loss for the year 2022 of €7,584,144.
The exact amount of the Extraordinary Reserve portion to be used for the dividend distribution can only be determined later, based on the final number of shares entitled to receive the dividend on the date on which it accrues.
We invite you to approve the following:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.,
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3. Authorisation to buyback and dispose of treasury shares under articles 2357 and 2357-ter of the Italian Civil Code, subject to the revocation of a previous Shareholders' Meeting authorisation dated 10 May 2022. Related and consequent resolutions.
Dear Shareholders,
with reference to the third item on the agenda, a discussion will be held at the ordinary Shareholders' Meeting, to resolve on the revocation of the authorisation to buyback treasury shares which was approved by the Shareholders' Meeting on 10 May 2022 and to provide a new authorisation to buyback and dispose of treasury shares under articles 2357 and 2357-ter of the Italian Civil Code.
Consequently, under Article 73 of the Issuers' Regulations, the Board of Directors has approved this report, in compliance with Annex 3A, Scheme no. 4 of the above Issuers' Regulations, which illustrates authorisation purposes, methods and features to shareholders.
On 10 May 2022, the Company Shareholders' Meeting authorised the buyback and disposal of treasury shares under Articles 2357 and 2357-ter of the Italian Civil Code. This can be carried out in one or more tranches, including on a revolving basis, for a maximum of 18 months as of the relevant resolution's effective date. These shares shall hold a value of up to 20 per cent of the Company's share capital and a maximum countervalue of €26,000,000, after considering Company and its subsidiaries' ordinary shares held in the portfolio.
Considering that the buyback authorisation lasts 18 months from the date of the shareholders' resolution and will expire during the 2023 financial year, the governing body convened the Shareholders' Meeting to authorise buyback and disposal of treasury shares under articles 2357 et seq. of the Italian Civil Code, subject to revocation of the 10 May 2022 resolution for the unexecuted part, without prejudice to the permanent validity of the authorisation for the future disposal of treasury shares already purchased by the Company.
We illustrate the proposed transaction terms and conditions.
The purpose of the authorisation request to buyback and dispose of ordinary treasury shares is to provide the Company with a strategic investment opportunity for purposes permitted by legal provisions, including, (i) those in Article 5 of Regulation (EU) no. 596/2014 (Market Abuse Regulation, hereafter "MAR"), including "to meet obligations arising from share option programmes, or other allocations of shares, to employees or to members of the administrative, management or supervisory bodies of the issuer", (ii) stabilising, supporting liquidity and market efficiency, (iii) obtaining the availability of a portfolio of securities (so-called "securities stock") to be used for extraordinary transactions, including exchange of shareholdings, with other parties, and the use of bonds convertible into Company shares or bonds with warrants, dividends in shares, within the terms, purposes and in the manner that may be decided by the relevant corporate bodies; and (iv) any other purpose contemplated by market practices admitted by the supervisory authority under art. 13 MAR, within the limits provided for by current regulations and within the terms, purposes and in the manner decided by the relevant corporate bodies.
It is proposed that the Shareholders' Meeting authorises to buyback Company ordinary shares (fully paid-up), without a nominal value, in one or more tranches, on a revolving basis, in an amount freely determinable by the Board of Directors up to 20 per cent of the Company share capital. This must consider the portfolio of Company (treasury) shares held by the Company and any subsidiaries.
It is proposed to grant a mandate to the Board of Directors to identify the number of ordinary shares to be purchased prior to the start of each individual buyback programme, under the maximum limit mentioned above and the applicable pro tempore regulations.
It is proposed that the Shareholders' Meeting simultaneously authorises Fine Foods Board of Directors to dispose of and sell the Company's ordinary shares purchased under the procedures below and applicable laws and regulations.
Under art. 2357, paragraph 3 of the Italian Civil Code, the nominal value of the treasury shares that the Company may buyback cannot exceed a fifth of the share capital, considering the shares held by subsidiaries.
As of 30 March 2023, the Fine Foods subscribed and paid-up share capital was €22,770,445.02 and was represented by 25,560,125 shares (of which 22,060,125 ordinary shares were listed on the Euronext STAR Milan market, organised and managed by Borsa Italiana S.p.A., and 3,500,000 unlisted multiple-voting shares), all without a nominal value being declared.
As of today's date, the company holds 1,033,043 ordinary treasury shares without voting rights under article 2357-ter of the Italian Civil Code, equal to about 4.04% of the share capital. None of the subsidiaries owns Fine Foods shares.
Under article 2357, paragraph 1 of the Italian Civil Code, treasury shares buyback is permitted within the limits of distributable profits and available reserves resulting from the latest approved Financial Statements at the time of each transaction. Only fully paid-up shares may be purchased.
The 31 December 2022 draft Financial Statements submitted for approval to the Shareholders' Meeting convened on a single call on 09 May 2023 (assuming approval by the Shareholders' Meeting under the terms proposed by the Board) includes available and freely distributable reserves of €109,624,940, gross to cover the 2022 loss. Compliance with art. 2357, paragraphs 1 and 3 of the Italian Civil Code for the buyback of treasury shares must be verified with each authorised purchase, considering any further unavailability restrictions that may arise later.
The subsidiaries will be given specific instructions to promptly notify the Company of any buyback of parent company shares under art. 2359-bis of the Italian Civil Code to allow for verifications on the subsidiaries.
When buying back, selling, exchanging and transferring treasury shares, the Company will make the necessary accounting entries under the law and applicable accounting principles.
Authorisation to purchase treasury shares is requested for the maximum duration allowed by the applicable pro tempore regulations, under Article 2357, paragraph 2 of the Italian Civil Code, over a period of 18 months, starting from the date of any resolution approving this proposal by the Shareholders' Meeting.
Within the granted authorisation period and under applicable regulations, the Board of Directors may buyback ordinary shares several times, for purposes identified by the Board of Directors, to a freely determined extent and period. This will be carried out gradually as deemed appropriate in the Company's interest.
The authorisation to dispose of or use any purchased treasury shares is requested without time limits, because there are no legal time limits and it will provide the Board of Directors with the maximum time flexibility to carry out the share disposal or use.
The buyback price of shares will be set on a case-by-case basis, based upon current regulations and the chosen methods. The unit price shall be neither lower nor higher by more than 15 per cent than the official stock exchange price of shares recorded by Borsa Italiana S.p.A. in the session preceding each individual transaction, and for a maximum of Euro 26,000,000.
For the disposal or use of treasury shares, the Board will set the criteria for determining the price, methods, terms and conditions of use of the treasury shares in portfolio. This will consider legal provisions and regulations, accepted practices, practical methods and the share price trend in the period before the transaction, and the Company's best interests. If there are (i) transactions for which it is appropriate to exchange or transfer shares which can be carried out by means of exchange or contribution or during capital transactions involving the assignment or disposal of treasury shares (such as, mergers, demergers, issuance of convertible bonds or warrants using treasury shares or share dividends, etc.); and (ii) stock incentive plans, including free-of-charge stock grants reserved for directors, employees or partners belonging to the Company or other companies controlled by the Company or its parent, different criteria may be used, under the Company objectives and current legislation.
Under article 2357-ter of the Italian Civil Code, the Board of Directors proposed to be authorised to sell, dispose of or use (in any capacity and at any time, in whole or in part, in one or more tranches) treasury shares purchased as part of any authorisation granted by the Shareholders' Meeting for the above mentioned purposes. This is under the procedures, terms and conditions established by the Board of Directors, best practice, the Company's share price trend and its best interests. The proceeds of any treasury shares disposal or use may be used for further buyback of shares, until the expiry of the Shareholders' Meeting authorisation, within the limits set by the latter and current regulations.
Considering the various purposes that can be pursued through transactions on treasury shares, the Board of Directors proposes that authorisation be granted to carry out buyback of treasury shares in any of the ways allowed by applicable regulations.
The Board of Directors proposed that the authorisation involving the sale, disposal or use of treasury shares should allow for the adoption of any appropriate method. This includes the use of treasury shares to service stock incentive plans, including stock grants, which can be carried out using intermediaries, under applicable laws and regulations.
For example, the disposal or use operating methods could include selling them on or off the market, accelerated bookbuilding, exchange or contribution or for capital transactions or free-of-charge assignment, as part of share incentive plans or the transfer of related real or personal rights (for example, securities lending) granting the Board of Directors (or those delegated) the power to establish the terms, methods and conditions of the disposal or use of treasury shares that are most appropriate in the Company's interest and under legal provisions and regulations.
The transactions for the buyback and disposal or use of treasury shares for which authorisation is requested shall be carried out under applicable legislation and national and EU laws and regulations, including those related to market abuse.
This is without prejudice to the power of the Board of Directors to establish any method under market practices accepted by the supervisory authority under art. 13 MAR and conditions established by Delegated Regulation (EU) no. 1052 of 8 March 2016, where applicable.
Adequate communication of any buyback and disposal or use of treasury shares will be provided under the applicable information requirements.
This buyback proposal is not aimed at reducing share capital. Should the Shareholders' Meeting resolve to reduce the share capital in the future, the Company reserves the right to implement it by cancelling the treasury shares purchased and held in its portfolio.
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Given the above and as for this item of the agenda, the Board of Directors submits the following for your approval, without prejudice to any necessary amendments or additions under applicable regulations:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.,
(A) to revoke the previous resolution authorising the buyback of treasury shares taken on 10 May 2022, for the unexecuted part, without prejudice to the permanent validity of the authorisation for the future disposal of treasury shares already purchased by the Company;
(B) to authorise the buyback and disposal of ordinary treasury shares for the purposes indicated in the explanatory report, and:
1) to authorise, under art. 2357 of the Italian Civil Code, the buyback of FINE FOODS & PHARMACEUTICALS N.T.M S.p.A. ordinary shares in one or several tranches, on a revolving basis, over 18 (eighteen) months starting from the effective date of this resolution. These shares (without a nominal value being declared) shall hold a value of up to 20 per cent of the Company's share capital after considering Company ordinary shares held in the portfolio and any held by subsidiaries. This is carried out by severally giving the Board of Directors, Chairman and CEO a mandate to identify the number of shares to be purchased for explanatory report purposes, at a price to be defined on a case-by-case basis, considering the method chosen to carry out the transaction and in compliance with any applicable regulations. The unit price may not be more than 15 per cent lower or higher than the official stock exchange share price recorded by Borsa Italiana S.p.A. in the session preceding each transaction, and for a maximum of Euro 26,000,000;
2) to grant a mandate to the Board of Directors, its Chairman and Managing Director, each with several powers to sub-delegate, to identify the number of ordinary shares involved in each buyback programme, under the above purposes, before the programme's start, and to purchase ordinary shares according to legal provisions and regulations. This shall be gradually carried out in the Company's interest, granting them several powers to subdelegate, and the widest purchasing powers under this resolution, including assigning tasks to legally authorised intermediaries and appointing special attorneys;
3) to authorise the Board of Directors, Chairman and CEO with several powers to subdelegate, so that, under art. 2357-ter of the Italian Civil Code, they may dispose (at any time, in whole or in part, in one or more tranches) of the ordinary treasury shares purchased under this resolution, or shares in the Company's portfolio, by selling them on the regulated market or outside this system, assigning them as part of free-of-charge share incentive plans, accelerated book building, exchange or contribution or during capital transactions, transfer of share real or personal rights, including but not limited to securities lending, under applicable legal provisions and pro tempore regulations for the purposes set forth in this resolution, and according to the terms, methods and conditions of the disposal or use of treasury shares that are most appropriate in the Company's interest. They are granted the broadest several powers to carry out disposals or use under this resolution, including assigning tasks to legally authorised intermediaries and appointing special attorneys. Disposals or use of ordinary treasury shares in the portfolio shall be carried out under applicable laws and regulations on trading listed securities. They may be carried out in one or more tranches with timing based on the Company's interest. The authorisation under this point (B).3) is granted without time limits and includes the treasury shares already held by the Company at the date of this resolution;
(C) that, under the law, purchases referred to in this authorisation must be within the limits of distributable profits and available reserves based on the latest Financial Statements (including interim statements) approved when the transaction is carried out. The necessary accounting entries must be made at the time of buyback, sale and disposal of ordinary treasury shares under legal provisions and the applicable accounting principles."
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4. Report on remuneration policy and payment under Article 123-ter, paragraphs 3-bis and 6 of Legislative Decree no. 58/1998:
Dear Shareholders,
as for the fourth item on the agenda, under art. 123-ter of the TUF, issuers shall make available and publish on their website a report on remuneration policy and compensation.
This report consists of two sections where:
(i) the first section explains: (a) the Company's policy on the remuneration of the Board of Directors' members, General Managers and Key Management Personnel referred to at least the next financial year and, without prejudice to art. 2402 of the Italian Civil Code, members of the control bodies and (b) the procedures used to adopt and implement this policy;
(ii) the second section explains the remuneration paid to the members of the governing and control bodies, General Managers and Key Management Personnel during the reference financial year.
The Board of Directors intends to submit the report on the remuneration policy and payment, approved by the governing body on 30 March 2023, to the vote of the Shareholders' Meeting as follows:
For a more detailed description, please refer to the related report on remuneration policy and payment, prepared under art. 123-ter of the TUF and art. 84-quater of Consob Regulation no. 11971/99, which will be made available under legal terms and procedures.
Given the above and as for this item of the agenda, the Board of Directors submits the following for your approval:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.,
1. to approve the first section of the Report on the remuneration policy and payment drawn up by the Board of Directors under Articles 123-ter of Legislative Decree no. 58/1998 and 84-quater of CONSOB Regulation no. 11971/1999."
Given the above and as for this item of the agenda, the Board of Directors submits the following for your approval:
"The Ordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.,
1. to express a favourable opinion on the second section of the Report on remuneration policy and compensation drawn up by the Board of Directors under Articles 123-ter of Legislative Decree no. 58/1998 and 84-quater of CONSOB Regulation no. 11971/1999."
1. Proposal to amend Articles 6, 10, 16, 18, 19, 20, 21, 25, 26 and 29 of the Articles of Association
Dear Shareholders,
the first item on the Extraordinary Shareholders' Meeting agenda requires the examination and approval of the suggested amendments to the Company Articles of Association.
The suggested amendments (i) adapt certain provisions of the Articles of Association to the development of the relevant wording practice; (ii) introduce compliance with the requirements regarding (a) the number of Independent Directors and (b) gender balance; and (iii), modify the formulation, for greater clarity.
We suggest amending the Articles of Association referred to in this agenda item as follows:
| Existing text | Amended text |
|---|---|
| Art. 6 | Art. 6 |
| 6.5 As a result of the automatic conversion of the Multiple-voting Shares into Ordinary Shares, the Board of Directors will: (a) record the conversion in the shareholders' register with cancellation of the Multiple-voting Shares and issue Ordinary Shares; (b) under Article 2436, paragraph 6 of the Civil Code file the Articles of Association with the modification of the total shares and shares of the different categories, in which the social capital is divided, in the companies register; (c) communicate the conversion to the public under the applicable regulations, including, where applicable, the AIM Italia Issuers' Regulation and carry out all other reports and declarations that may become necessary. |
6.5 As a result of the automatic conversion of the Multiple-voting Shares into Ordinary Shares, the Board of Directors will: (a) record the conversion in the shareholders' register with cancellation of the Multiple-voting Shares and issue Ordinary Shares; (b) under Article 2436, paragraph 6 of the Civil Code file the Articles of Association with the modification of the total shares and shares of the different categories, in which the social capital is divided, in the companies register; (c) communicate the conversion to the public under the applicable regulations, including, where applicable, the AIM Italia Issuers' Regulation and carry out all other reports and declarations that may become necessary. |
| Art. 10 | Art. 10 |
| 10.2 The Shareholders' Meeting may be convened outside the Municipality where the registered office is located if it is in Italy. |
10.2 The Shareholders' Meeting may be convened, under the terms provided for by laws, outside the Municipality where the registered office is located if it is in Italy or only electronically. |
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| 10.7 If required by the Board of Directors, the Chairman of the Board of Directors or the CEO in their absence or impediment, the Ordinary and Extraordinary Shareholders' Meeting may be held with participants located in different places, near or distant, audio/video connected, provided that the collective decision making method and principles of good faith and equal treatment of shareholders under applicable legislation are followed: (a) the Chairman of the Meeting must ascertain the identity and legitimacy of participants, regulate the Meeting, ascertain and announce the results of voting; (b) the person taking the minutes is allowed to adequately perceive the Meeting's events being recorded; (c) participants are allowed to take part in the discussion and vote simultaneously on the agenda items, including electronically;(d) the notice of call must indicate (i) if the Meeting is held in videoconferencing, the audio/video locations connected by the Company where participants may gather or the relevant remote access methods that allow only those entitled to participate; and (ii) if the Meeting is held in teleconferencing, the telephone number to which shareholders or members of the Board of Directors or members of the Board of Statutory Auditors may connect and the methods for obtaining the access password. |
10.7 If required by the Board of Directors, the Chairman of the Board of Directors or the CEO in their absence or impediment, the Ordinary and Extraordinary Shareholders' Meeting may be held with (i) the participation exclusively of the Designated Representative under article 135-undecies of the TUF if allowed by and compliant to applicable law, including regulations, and/or (ii) participants located in different places, near or distant, audio/video connected, provided that the collective decision making method and principles of good faith and equal treatment of shareholders under applicable legislation are followed: (a) the Chairman of the Meeting must ascertain the identity and legitimacy of participants, regulate the Meeting, ascertain and announce the results of voting; (b) the person taking the minutes is allowed to adequately perceive the Meeting's events being recorded; (c) participants are allowed to take part in the discussion and vote simultaneously on the agenda items, including electronically;(d) the notice of call must indicate (i) if the Meeting is held in videoconferencing, the audio/video locations connected by the Company where participants may gather or the relevant remote access methods that allow only those entitled to participate; and (ii) if the Meeting is held in teleconferencing, the telephone number to which shareholders or members of the Board of Directors or members of the Board of Statutory Auditors may connect and the methods for obtaining the access password, if any. |
| Art. 16 | Art. 16 |
| 16.5 Without prejudice to compliance with the criterion guaranteeing a balance between genders, each list containing several candidates not exceeding seven (7) must have and expressly indicate at least one Director who meets the independence requirements established under applicable laws and regulations (the "Independent Directors"); if it contains several candidates exceeding seven (7), it must include at least two Independent Directors. |
16.5 The lists must contain a number of candidates not exceeding the maximum number of directors who may be appointed in accordance with Article 15.1 hereunder. Without prejudice to compliance with the criterion guaranteeing a balance between genders in relation to the composition of the Board of Directors, each list containing several candidates not exceeding seven (7) must have and expressly indicate at least one Director who meets the independence requirements established under applicable laws and regulations (the "Independent Directors"); if it contains several candidates exceeding seven (7), it must include at least two Independent Directors. |
| 16.6 Any list for which the above provisions are not complied with shall be deemed not to have been submitted. Each person entitled to vote may vote for only one list. |
16.6 Any list that does not comply with the all the provisions of what abovethis Article, shall be deemed not to have been submitted. Each person entitled to vote may vote for only one list. |
|---|---|
| 16.8 The lists must be accompanied by: [Omissis…] | 16.8 Candidates must meet the integrity requirements under applicable law and the relevant The lists must be accompanied: [Omissis…] |
| 16.11 If the candidates elected under the above mentioned procedures do not ensure the appointment of enough Independent Directors required by legislation, the non-independent candidate who was elected last numerically from the list that obtained the highest number of votes shall be replaced by the first independent candidate who was not elected from the same list, in numerical order. If this procedure does not ensure the necessary number of Independent Directors, the replacement shall be decided by a resolution taken by the Shareholders' Meeting majority vote and subject to a submission of nominations meeting the independence requirements. |
16.11 If the candidates elected under the above procedures do not ensure the appointment of enough Independent Directors required by legislation, including, where applicable, regulations on companies with shares listed on the Euronext STAR Milan market, (i) the non-independent candidate who was elected last numerically from the list that obtained the highest number of majority votes Majority List shall be replaced by the first independent unelected candidate from the same list, if they were in the same list, in numerical order. If this system does not allow for the presence of the necessary number of Independent Directors, (ii) the candidate elected from the Minority List, if they do not meet the independence requirements, shall be replaced by the first unelected candidate meeting the independence requirements on the same list in numerical order. If this procedure does not ensure the necessary number of Independent Directors, the replacement referred to in point (i) above shall be decided by a resolution taken by the Shareholders' Meeting relative majority vote and subject to a submission of nominations meeting the independence requirements. |
| 16.12 If the composition of the Board of Directors does not allow compliance with the provisions on gender balance, the candidate of the most represented gender elected as the last in numerical order of the only list submitted or the Majority List if more than one list is submitted, shall be excluded and shall be replaced by the first unelected candidate, taken from the same list, belonging to another gender; until candidates equal to the minimum number required by applicable rules on gender balance are elected. |
16.12 If the composition of the Board of Directors does not allow compliance with the provisions on gender balance, the following procedure shall be adopted: (i) first of all, the candidate elected numerically last in the Majority List belonging to the most represented gender shall be excluded and replaced by the first non-elected candidate from the same list belonging to the other gender; if this system does not allow for compliance with the gender balance requirements, (ii) the candidate elected from the Minority List, where belonging to of the most represented gender elected as the last in numerical order in the only list submitted or, if more than one list is submitted, in the Majority List, shall be excluded and replaced by the first unelected candidate, taken from the same list, belonging to another gender; until candidates equal to the minimum number required by applicable rules on gender balance are elected. |
| 16.13 If the procedure described above does not ensure partial or full compliance with the gender balance, the Shareholders' Meeting shall integrate the Board of Directors' composition with the legal majorities, ensuring that the requirement is met. |
16.13 If the procedure described above does not ensure partial or full compliance with the gender balance, the replacement referred to under point (i) of the Article 16.12 above shall be decided by a resolution taken by the Shareholders' Meeting relative majority vote and subject to a submission of nominations belonging to the less represented gender. the Shareholders' Meeting shall integrate the Board of Directors' composition with the legal majorities, ensuring that the requirement is met. |
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| 16.15 If the lists and voting mechanisms fail to provide an adequate number of candidates required by the Articles of Association for the Board composition, or if the Board of Directors does need renewing entirely, the Board of Directors is appointed or supplemented by the Shareholders' Meeting with the legal majorities and without recourse to list voting, to ensure compliance with the minimum requirements under applicable law and regulations on gender balance. This is without prejudice to the provisions of art. 17.1 below. |
16.15 If the lists and voting mechanisms fail to provide an adequate number of candidates required by the Articles of Association for the Board composition, required as directors to be elected by the Ordinary Meeting, or if the Board of Directors does need renewing entirely, the Board of Directors is appointed or supplemented by the Shareholders' Meeting with the legal majorities and without recourse to list voting, to ensure compliance with the minimum requirements under applicable law and regulations on director independence and gender balance. This is without prejudice to the provisions of art. 17.1 below. |
| Art. 18 | Art. 18 |
| 18.2 The Board of Directors is convened by the Chairman or, in their absence or impediment, by the Chief Executive Officer with notice sent by post, telefax, e-mail or other methods established by the Board of Directors at least 3 (three) days before the meeting, or, in urgent cases, at least 24 (twenty-four) hours before the meeting. The Board of Directors meetings will be valid if all the directors and statutory auditors in office are present. |
18.2 The Board of Directors is convened by the Chairman or, in their absence or impediment, by the Chief Executive Officer with notice sent by post, telefax, e-mail or other methods established by the Board of Directors at least 3 (three) days before the meeting, or, in urgent cases, at least 24 (twenty-four) hours a day before the meeting. The Board of Directors meetings will be valid if all the directors and statutory auditors in office are present. |
| 18.3 The Board of Directors meetings can be held by audio or video conferencing, provided that: (a) the Chairperson of the Meeting can ascertain the identity of participants, regulate the Meeting, ascertain and announce the results of voting; (b) the person taking the minutes is allowed to adequately perceive the Meeting's events being recorded; (c) participants are allowed to take part in the discussion and vote simultaneously on the agenda items, and view, receive or transmit documents; (d) the notice of call indicates (or immediately after, but as soon as possible and with a reasonable notice before the Meeting date),(i) if the Meeting is held in videoconferencing, the audio/video locations connected by the Company where participants may gather or the relevant remote access methods that allow only those entitled to participate; and (ii) if the Meeting is held in teleconferencing, the telephone number to which those entitled may connect by providing the access password. |
18.3 If decided by the Chairman, the Board of Directors meetings can be held by audio or video conferencing, provided that: (a) the Chairperson of the Meeting can ascertain the identity of participants, regulate the Meeting, ascertain and announce the results of voting; (b) the person taking the minutes is allowed to adequately perceive the Meeting's events being recorded; (c) participants are allowed to take part in the discussion and vote simultaneously on the agenda items, and view, receive or transmit documents; (d) the notice of call indicates (or immediately after, but as soon as possible and with a reasonable notice before the Meeting date),(i) if the Meeting is held in videoconferencing, the audio/video locations connected by the Company where participants may gather or the relevant remote access methods that allow only those entitled to participate; and (ii) if the Meeting is held in teleconferencing, the telephone number to which those entitled may connect by providing the access password, if any. |
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| Art. 19 | Art. 19 |
| 19.2 In addition to exercising the powers granted to it by law, the Board of Directors is responsible for resolving on: (a) merger and demerger, in the cases provided for by the law; (b) establishing or closing down branch offices; (c) indication of which Directors may represent the Company; (d) reduction of share capital in case of withdrawal of one or more shareholders; (e) adjustment of the Articles of Association to regulatory provisions; (f) transfer of the registered office within the country; (g) adjusting the Articles of Association to meet regulatory requirements or Articles of Association provisions that have ceased to exist. The Board of Directors will arrange the filing with the relevant Companies' Register of a consequently updated version of the Articles of Association with the cancellation of such provisions. The attribution of these powers to the Board of Directors does not exclude the Shareholders' Meeting to resolve on the same matters. |
19.2 In addition to exercising the powers granted to it by law, the Board of Directors is responsible for resolving on: (a) merger and demerger, in the cases provided for by the law; (b) establishing or closing down branch offices; (c) indication of which Directors may represent the Company; (d) reduction of share capital in case of withdrawal of one or more shareholders; (e) adjustment of the Articles of Association to regulatory provisions; (f) transfer of the registered office within the country; (g) adjusting the Articles of Association to meet regulatory requirements orArticles of Association provisions that have ceased to exist. The Board of Directors will arrange the filing with the relevant Companies' Register of a consequently updated version of the Articles of Association with the cancellation of such provisions. The attribution of these powers to the Board of Directors does not exclude the Shareholders' Meeting to resolve on the same matters. |
| Art. 20 | Art. 20 |
| 20.1 Within the limits of Article 2381 of the Civil Code, the Board of Directors may delegate its powers to any of its members, determining the powers' content, limits, and methods. Upon the Chairman's proposal and in agreement with the delegated bodies, the |
20.1 Within the limits of Article 2381 of the Civil Code, the Board of Directors may delegate its powers to any of its members, (each of them, the "Chief Executive Officer") determining the powers' content, limits, and methods. Upon |
| Board of Directors may grant powers of attorney for individual deeds or categories of deeds to other Board of Directors members. |
the Chairman's proposal and in agreement with the delegated bodies, the Board of Directors may grant powers of attorney for individual deeds or categories of deeds to other Board of Directors members. |
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| 20.3 The Board of Directors may delegate part of its powers to an Executive Committee, composed of a minimum of three and a maximum of five directors, establish delegation limits, committee numbers and operating procedures, or it may appoint a General Manager and one or more Managers, and establish their powers. |
20.3 The Board of Directors may delegate part of its powers to an Executive Committee, composed of a minimum of three and a maximum of five directors, establishing delegation limits, committee numbers and operating procedures, also through the adoption of a specific regulation, or it may appoint a General Manager and one or more Managers, and establish their powers. |
| 20.4 The Board of Directors may set up one or more committees with advisory, proposing or control functions, including those recommended by codes of conduct on corporate law promoted by the management companies of regulated markets or trade associations. |
20.4 The Board of Directors may set up one or more committees with advisory, proposing or control functions, including those recommended by codes of conduct on corporate law promoted by the management companies of regulated markets or trade associations. The Board can adopt specific regulations governing the above committees. |
| Art. 21 | Art. 21 |
| 21.2 The Chairman performs the functions under the laws and regulations and these Articles of Association. |
21.2 The Chairman performs the functions under the laws and regulations and these Articles of Association and those assigned to |
| them by the Board of Directors. | |
| Art. 25 | Art. 25 |
| 25.1 Directors are entitled to reimbursement of expenses incurred in the performance of their duties. The Ordinary Shareholders' Meeting may pay Directors a compensation and an end-of-office indemnity which could be an insurance policy. The Shareholders' Meeting can determine a total for the Directors' remuneration, including those with special duties, to be allocated by the Board of Directors under the law. |
25.1 Directors are entitled to reimbursement of expenses incurred in the performance of their duties. The Ordinary Shareholders' Meeting may pay Directors a compensation and an end of-office indemnity which could be an insurance policy. The Shareholders' Meeting can determine a total for the Directors' remuneration, including those with special duties, to be allocated by the Board of Directors under the law. Article 2389 of the Italian Civil Code, third paragraph, first sentence, applies when defining the remuneration of directors vested with specific powers, including those holding special offices, or the office of Chairman and CEO. Their remuneration is defined by the Board of Directors, after consulting with the Board of Statutory Auditors, in compliance with any limits set by the Shareholders' Meeting. The Shareholders' Meeting can directly define the Chairman and CEO remuneration. |
| Art. 26 | Art. 26 |
| other requirements laid down by applicable laws and regulations, cannot be elected Auditors and, if elected, shall forfeit their office. To establish the professionalism and integrity requirements, topics relating to commercial law and tax law, business economics and corporate finance, and disciplines with a similar or comparable purpose, and topics and sectors related to the Company's business sector, are considered. |
integrity and professionalism and the other requirements laid down by applicable laws and regulations, cannot be elected Auditors and, if elected, shall forfeit their office. To establish the professionalism and integrity requirements, topics relating to commercial law and tax law, business economics and corporate finance, and disciplines with a similar or comparable purpose, and topics and sectors related to the Company's business sector, are considered. |
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| Art. 29 | Art. 29 |
| 29.2 The Board of Statutory Auditors meetings may be held with participants located in more than one place using telecommunications, under the procedures outlined in these Articles of Association for the Board of Directors. |
29.2 If decided by the Board of Statutory Auditors Chairman, the Board of Statutory Auditors meetings may be held with participants located in more than one place using telecommunications, under the procedures outlined in these Articles of Association for the Board of Directors. |
The suggested Articles of Association amendments do not give rise to a right of withdrawal under the Articles of Association and legal or regulatory provisions.
Given the above and as for this item of the agenda, the Board of Directors submits the following for your approval:
"The Extraordinary Shareholders' Meeting of Fine Foods & Pharmaceuticals N.T.M. S.p.A.
Zingonia-Verdellino, 28 April 2023
For the Board of Directors Chairman Marco Francesco Eigenmann
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