Pre-Annual General Meeting Information • Mar 17, 2022
Pre-Annual General Meeting Information
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Shareholders are called to the Ordinary Shareholders' Meeting to be held at the registered office of Biesse S.p.A in Pesaro, Via della Meccanica 16. on April 27, 2022 at 9:00 a.m. in first call and on April 28, 2022 in second call, same place and time to discuss and resolve on the following
Approval of the Financial Statements as at 31 December 2021 of the merged company Bre.ma Brenna Macchine Srl and attached reports; related and consequent resolutions;
Approval of the Financial Statements as at 31 December 2021; Directors' report on operations; reports of the Board of Statutory Auditors and of the Independent Auditors on the Financial Statements as at 31 December 2021; related and consequent resolutions. Presentation of the Consolidated Financial Statements as at 31 December 2021. Presentation of the non-financial statement pursuant to Legislative Decree 254/2016 ("DNF") - Sustainability Report as of December 31, 2021;
Resolution regarding the allocation of Biesse S.p.A.'s profit for the year 2021;
Proposal to distribute an additional ordinary dividend from the extraordinary profit reserve recorded in the company's financial statements. Related and consequent resolutions;
Report on Remuneration Policy and Remuneration paid. Approval of the First Section of the Report pursuant to art. 123-ter, paragraph 3-bis of Legislative Decree no. 58/1998;
Report on the Remuneration Policy and Remuneration paid. Consultative vote on the Second Section of the Report pursuant to art. 123-ter, paragraphs 4 and 6 of Legislative Decree no. 58/1998;
Authorisation for the purchase and disposal of own shares. Related and consequent resolutions.
Pursuant to art. 83-sexies of Legislative Decree no. 58/98, the entitlement to attend the meeting and exercise voting rights is certified by a communication sent to the Company by the intermediary, based on the evidence at the end of the accounting day of the seventh trading day prior to the date set for the Meeting on first call (i.e. by Thursday, 14 April 2022). Those who hold shares only after this date are not entitled to attend and vote at the Meeting.
Pursuant to article 106 of Law Decree no. 18 of March 17, 2020 "containing measures to strengthen the national health service and economic support for families, workers and businesses related to the epidemiological emergency from COVID-19" as subsequently extended and supplemented ("Decree"), the intervention at the Shareholders' Meeting of shareholders and persons entitled pursuant to art. 83-sexies of the Consolidated Law on Finance may take place exclusively through the representative appointed pursuant to art. 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("Consolidated Law on Finance"), who may also be granted proxies and/or sub-delegations pursuant to art. 135-novies of the Consolidated Law on Finance, as an exception to art. 135-undecies, paragraph 4, of the Consolidated Law on Finance. The Company appointed Computershare S.p.A. - with registered office in Milan, via Mascheroni 19, 20145 - as Appointed Representative.
Information on the amount of the share capital, the granting of the proxy to the Designated Representative, the right to ask questions, integrate the agenda and submit new resolution proposals, as well as the availability of
the documentation relating to the items on the agenda, can be found in the full text of the notice of call published on the Company's website at www.biessegroup.com (Investor Relations/Investor Services section) and available at the authorised storage mechanism at .
It should be noted that the Annual Financial Report as at 31 December 2021 and the documentation required by art. 154-ter, paragraph 1, of Legislative Decree 24 February 1998, no. 58 ("TUF"), as well as the Report on Corporate Governance and Ownership Structures, the Report on Remuneration Policy and Remuneration Paid and the Statement on Non-Financial Information, are available to the public as from 31 March 2022 - in the manner provided for by the regulations in force - at the registered office, on the company's website, www.biessegroup.com (Investor Relations/Investor Services section) as well as on the authorised storage mechanism www..it.
Pesaro, 14 March 2022
For the Board of Directors The Chairman
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