AGM Information • Mar 11, 2022
AGM Information
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DE' LONGHI S.P.A. Registered office in Treviso – Via Lodovico Seitz 47 Share capital €226,344,138 fully paid up Tax Code and Registration in the Company Register of Treviso No. 11570840154 _________________________________________________________________
Those in possession of the right to vote in the Annual General Meeting of De' Longhi S.p.A are invited to attend the Annual General Meeting on 20 April 2022, at 8:45 am, at the Company's offices in Via Lodovico Seitz 47, Treviso, Italy, in single call, to resolve upon the following
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Pursuant to Article 83-sexies of Legislative Decree No. 58 of 24 February 1998 and subsequent amendments and additions ("Legislative Decree No. 58/98") and the related implementing provisions, those persons entitled to attend and vote in the Annual General Meeting and on whose behalf authorised intermediaries have sent, in accordance with the law and regulations, the relevant communication to the Company based on their accounting records at the end of the seventh trading day prior to the date set for the AGM (namely, 7 April 2022, the so-called "record date") may attend and vote at the AGM. In accordance with the legislation in force, those holding shares only after this date will not be entitled to attend or vote at the Annual General Meeting. The intermediary's communication referred to above must reach the Company by the end of the third trading day prior to the date set for the Annual General Meeting (therefore, by 13 April 2022). The right to attend and vote at the Annual General Meeting remains valid if the communication reaches the Company after said date but before the AGM starts.
It should be remembered that the communication to the Company is made by the intermediary at the request of the person entitled to vote. Those entitled to vote are required to give instructions to the intermediary who keeps the relevant accounts, so that the intermediary may make said communication to the Company.
Pursuant to Article 106(4) of Decree Law No. 18 of 17 March 2020 (the so-called "Cura Italia Decree"), converted, with amendments, by Law no. 27 of 24 April 2020, and subsequent amendments and additions, participation in the Annual General Meeting by those who have the right to vote is permitted only through the representative designated by the Company pursuant to Article 135-undecies of Legislative Decree No. 58/98, to whom a proxy must be granted, in the manner and under the conditions indicated below; the aforementioned designated representative may also be granted proxies or sub-proxies pursuant to Article 135-novies of Legislative Decree No. 58/98, as an exception to Article 135-undecies(4) of the same decree.
The Company has designated Computershare S.p.A. – with registered office in via Mascheroni 19, 20145 Milan, Italy – as the designated representative of the shareholders pursuant to Article 135-undecies of Legislative Decree No. 58/98 ("Designated Representative").
Directors and Statutory Auditors, as well as other persons entitled to vote pursuant to law, other than those who have the right to vote (who must grant a proxy to the Designated Representative), may attend the Annual General Meeting by means of telecommunication that also ensure they can be identified. The Company will provide instructions for participating in the Annual General Meeting by means of telecommunication to those concerned.
Shareholders who wish to attend the Annual General Meeting must therefore grant the Designated Representative a proxy – with voting instructions on all or some of the proposed resolutions on the items on the agenda – together with ID (identification document) - and, in the case of a legal entity, a document proving the possession of powers to grant the proxy, using the specific proxy form prepared by the Designated Representative in agreement with the Company, available on the Company's website at the following address www.delonghigroup.com (section "Governance" - "Corporate Bodies" - "Annual General Meeting 2022"), where there is also the link to a specific web application provided and managed directly by Computershare S.p.A., through which it will be possible to proceed with the guided compilation of the proxy form for the Designated Representative.
The web application, which can be accessed through specific links on the Company's website www.delonghigroup.com (section "Governance" - "Corporate Bodies" - "Annual General Meeting 2022") will be made available by Computershare S.p.A., in its capacity as Designated Representative, from 5 April 2022 (the day by which any additions to the list of items to be discussed will be made available by the Company or to submit any proposals for resolutions on items already on the agenda of the Annual General Meeting that may have been received individually from shareholders).
The proxy granted without using the web application must be transmitted in the manner indicated in the form made available on the Company's website at the address www.delonghigroup.com (section "Governance" - "Corporate Bodies" - "Annual General Meeting 2022").
The proxy must be granted by the end of the second trading day prior to the date of the Annual General Meeting (therefore, 14 April 2022) and shall be effective only for those proposals for which voting instructions have been given. The proxy and voting instructions may be revoked within the same time limit given above.
It should be noted that the shares for which the proxy has been granted, even partially, are calculated for the purposes of establishing the valid constitution of the Annual General Meeting. In relation to proposals for which no voting instructions have been given, those shares are not counted for the purposes of calculating the majority and the amount of capital required to approve resolutions.
It should also be noted that the Designated Representative may also be granted proxies and/or sub-proxies pursuant to Article 135-novies of Legislative Decree No. 58/98, as an exception to Article 135-undecies(4) of Legislative Decree No. 58/98, using the specific form made available on the Company's website www.delonghigroup.com (section "Governance" – "Corporate Bodies" – "Annual General Meeting 2022"), in the manner and within the time limits indicated in the form itself.
For clarification or information, the Designated Representative can be contacted by phone (+39 02 46776818, +39 02 46776814 and +39 02 46776819) or at the following e-mail address [email protected].
Shareholders are informed that the Company reserves the right to supplement and/or amend the above instructions in light of intervening needs as a result of the current epidemiological emergency situation arising from COVID-19 and its currently unforeseeable developments. In this case, the Company will promptly inform the public using the same method as the one used to publish this notice.
No procedures are envisaged for voting by post or electronically.
Please note that, in accordance with Article 126-bis of Legislative Decree No. 58/98, Shareholders who, individually or jointly, represent at least one fortieth of the share capital may ask, within ten days of publication of the notice convening the Annual General Meeting (therefore by 21 March 2022), to add to the list of items on the agenda, specifying in the request the additional items they propose or presenting proposals on items already on the agenda. The requests, together with certificate attesting ownership of the share, must be presented in writing by communication sent to the following certified email address: [email protected]. The requests must be accompanied by an indication of the requesting shareholders, the percentage held and a reference to the communication sent by the intermediary to the Company for the entitlement to exercise the right, as well as a report giving the reason for proposing the new items for discussion or the reason for submitting additional proposals on items already on the agenda. It is also specified that the agenda cannot be supplemented with items on which, in accordance with the law, the Annual General Meeting resolves, upon the proposal of the Directors or on the basis of a project or a report prepared by the same, other than those referred to in Article 125-ter(1) of Legislative Decree No. 58/98. Any additions to the agenda and/or additional proposals on items already on the agenda, together with the report prepared by the Shareholders and any evaluations of the Board of Directors, are made available to the public in the same ways as prescribed for publishing this notice at least 15 (fifteen) days prior to the date set for the Annual General Meeting (therefore by 5 April 2022).
Considering that attendance at the Annual General Meeting is exclusively through the Designated Representative and that, consequently, the presentation of proposals is not permitted during the AGM, shareholders with voting rights, even if they represent less than one fortieth of the share capital with voting rights in the annual general meeting, may individually submit proposals for resolutions on the items on the agenda. These proposals must be presented by 4 April 2022 at the following certified email address: [email protected].
After verifying their relevance to the items on the agenda as well as their correctness and completeness with respect to the applicable regulations, the proposals will be published by 5 April 2022 on the Company's website at www.delonghigroup.com (section "Governance" –"Corporate Bodies" – "Annual General Meeting 2022"), in order to enable those entitled to vote to express themselves knowledgeably, also taking into account these new proposals and, therefore, to allow the Designated Representative to collect any voting instructions on them as well.
Those persons with voting rights may ask questions on items on the agenda even before the Annual General Meeting, by sending such questions to the following certified email address: [email protected], accompanied by appropriate documentation proving the right to exercise voting rights issued by authorised intermediary in accordance with their accounting records.
Pursuant to Article 127-ter of the Consolidated Law on Finance, questions must be received by the record date (therefore, by 7 April 2022). The questions that are received by the Company by this deadline and in the manner indicated above, once their relevance to the item on the agenda of the Annual General Meeting and the legitimacy of the person posing the question has been verified, will be answered by the Company, as an exception to the minimum deadline provided pursuant to Article 127-ter(1-bis) of the Consolidated Law on Finance, by 13 April 2022, by publication on the Company's website www.delonghigroup.com (section "Governance" - "Corporate Bodies" - "Annual General Meeting 2022"), in order to enable those entitled to vote to express themselves knowledgeably on the item on the agenda. The Company may provide a single response to questions concerning the same subject.
Pursuant to Article 125-quater(1)(c) of Legislative Decree No. 58/98, we hereby inform you that as at today's date, the share capital (fully subscribed and paid up) of De' Longhi S.p.A. amounts to €226,344,138 divided into 150,896,092 ordinary shares with a par value of €1.50 each, each of which gives the right to one vote at the Annual General Meeting, except for the 91,821,810 shares that have accrued the right to the increase in voting rights pursuant to Article 127-quinquies of Legislative Decree No. 58/98 and Article 5-bis of De' Longhi's Articles of Association (in the ratio of two voting rights for each share); therefore, at the date of publication of this notice, the total number of voting rights that can be exercised at the Annual General Meeting is 242,717,902.
Please note that there are no classes of shares other than ordinary shares and that at today's date, the Company holds 895,350 treasury shares (equal to 0.595% of the share capital) for which, in accordance with the law, voting rights are
With reference to the third item on the agenda, it should be noted that, in accordance with Article 9 of the Articles of Association of De' Longhi S.p.A. ("Articles of Association") and the laws and regulations in force, Directors will be appointed based on the slates submitted by the Shareholders.
Those Shareholders who possess – on the day in which the slates are submitted – a shareholding in De' Longhi S.p.A. of at least 1% are entitled to submit slates of candidates (shareholding established by Consob with Management Decision No. 60 of 28.01.2022, in compliance with the provisions of law and regulations in force). Each candidate may only be indicated on one single slate or shall be deemed ineligible. Candidates who do not possess the requisites required by law, by the Articles of Association or other applicable provisions for their respective offices may not be included in the slates (without prejudice to any other cause of ineligibility or forfeiture). Each slate contains a number of candidates up to a maximum of 13 (thirteen), listed using sequential numbering. At least two candidates, always indicated at least at the second and seventh place of each slate, must possess the requirements of independence established by Article 147-ter of Legislative Decree No. 58/98. Pursuant to Article 9 of the Articles of Association, slates containing three or more candidates must comprise candidates belonging to both genders (male and female), so as to ensure that the gender balance within the Board of Directors is at least equal to the minimum required by the laws and regulations in force at the time. It should be noted that, in accordance with Article 147-ter(1-ter) of Legislative Decree No. 58/98, introduced by Law No. 120 of 12 July 2011 and subsequently amended, with reference to the term of office of the new administrative body, the least represented gender must attain at least two fifths of the elected directors, rounded up to nearest whole number (as provided by Article 144-undecies.1(3) of Consob Regulation No. 11971/1999).
The slates submitted by the Shareholders must be filed using the methods indicated below by 26 March 2022 (the twenty-fifth day before the date of the Annual General Meeting) or they shall be deemed invalid.
Each slate must be filed together with the following documents:
Any slate that does not observe the rules referred to above shall be deemed as not submitted.
In the preparation of the slates, the Shareholders are asked to take into account the recommendations of the outgoing Board of Directors on its optimal composition in terms of quantity and quality, expressed in the third item ("Appointment of the Board of Directors") of the Directors' Report on the agenda of the Annual General Meeting drafted pursuant to Article 125-ter of Legislative Decree No. 58/98 and Articles 73 and 84-ter of Consob Regulation No. 11971/1999 ("Directors' Report"), accessible on the Company's website (see below). The Shareholders are also asked to take into account the "Diversity policies for the members of the corporate bodies of De' Longhi" adopted by the Board of Directors in the version most recently updated on 23 February 2022 (accessible on the Company's website www.delonghigroup.com, section "Governance" – "Company Documents").
On this point, it should be noted that the Company adheres to the Corporate Governance Code for listed companies approved by the Corporate Governance Committee in January 2020 (the "Corporate Governance Code") which requires, for companies like De' Longhi that qualify as "large companies with concentrated ownership", that at least one third of the directors on the Board qualify as "independent directors" within the meaning of Article 2, Recommendation No. 7 of the Corporate Governance Code (on this subject, reference is made to the third item of the aforementioned Directors' Report). The Shareholders are therefore asked to take the above into account and to accompany the candidatures submitted with the respective statement by each of the persons concerned that attests, under their responsibility, that they qualify as independent within the meaning of the Corporate Governance Code.
With reference to the fourth item on the agenda, it should be noted that the appointment of the Auditors – three standing members, including the Chair of the Board of Statutory Auditors, and two alternates – is governed by Article 14 of the Articles of Association and by the laws and regulations in force.
Minority shareholders shall have the right to elect the Chair of the Board of Statutory Auditors and one alternate auditor.
Those Shareholders who, either alone or together with other Shareholders, possess – on the day in which the slates are submitted – a shareholding of at least 1% in De' Longhi S.p.A. are entitled to submit slates of candidates (shareholding established by Consob with Management Decision No. 60 of 28.01.2022, in compliance with the provisions of law and regulations in force).
The election of Auditors is carried out based on the slates submitted by the Shareholders in which the candidates are listed using sequential numbering. Each slate contains a number of candidates not exceeding the number of members to be elected. Pursuant to Article 14 of the Articles of Association, slates containing a total of three or more candidates must comprise candidates belonging to both genders (male and female), so as to ensure that the gender balance within the Board of Statutory Auditors, for both standing members and alternates, is at least equal to the minimum required by the laws and regulations in force at the time. It should be noted that, in accordance with Article 148(1-bis) of Legislative Decree No. 58/98, introduced by Law No. 120 of 12 July 2011 and subsequently amended, with reference to the term of office of the new control body, the least represented gender must reach at least two fifths of the elected standing auditors, rounded down to nearest whole number (as provided by Article 144-undecies.1(3) of Consob Regulation No. 11971/1999 for corporate bodies composed of three members). Therefore, in compliance with the Articles of Association and the provisions of the law currently in force, Shareholders who intend to submit a slate consisting of three or more candidates are requested to include in said slate at least one candidate for the office of Standing Member and one candidate for the office of Alternate Auditor belonging to the less represented gender.
The slates of candidates, signed by those who submit them, must be filed by 26 March 2022 (the twenty-fifth day before the date of the Annual General Meeting) using the methods indicated below or they shall be deemed invalid.
Each slate is accompanied by the information required by laws and regulations in force, including: (i) a description of the curriculum vitae of each candidate and (ii) the statements in which each candidate accepts candidacy and certifies, at their own responsibility, that there are no grounds for ineligibility or incompatibility with the office and that the requisites required by the law and regulations in force and by these Articles of Association have been met. To this end, pursuant to Article 14 of the Articles of Association, the subject matters and areas of activity indicated in the corporate purpose, particularly with reference to companies or entities operating in the industrial, commercial, property, IT and financial sectors and the services sectors in general, are considered as closely related to those of the Company. Bearing in mind that, pursuant to the last paragraph of Article 2400 of the Civil Code, at the time of appointment and prior to accepting the position, the Annual General Meeting must be informed of positions held by the Auditors in the administrative and control bodies of other companies and such information must be provided in the description of the candidates' professional curriculum vitae, ensuring that they are up-to-date as of the day of appointment at the Annual General Meeting. In compliance with the requirements of Article 144-sexies(4)(b) of the Regulation pursuant to Consob Resolution No. 11971/1999 and subsequent amendments and additions ("Issuers' Regulation"), the minority slates must also be accompanied by a declaration, by the Shareholders submitting them, attesting to the absence of connecting relations pursuant to Article 144-quinquies of the Issuers' Regulation, taking into account the recommendations in this regard by Consob in Communication No. DEM/9017893 of 26 February 2009.
Each candidate may only be indicated on one single slate or shall be deemed ineligible. Furthermore, the following persons cannot be elected auditor: (i) those who do not possess the requisites established by the applicable regulations (to this end, pursuant to Article 14 of the Articles of Association, the subject matters and areas of activity indicated in the corporate purpose, particularly with reference to companies or entities operating in the industrial, commercial, property, IT and financial sectors and the services sector in general, are closely related to those of the company and shall be taken into account); or (ii) those who do not comply with the limits on the number of offices held as established by the law and the relevant implementing provisions in force.
A shareholder may not submit or vote for more than one slate, even through a third party or trust company; shareholders belonging to the same group and shareholders who are party to a shareholder agreement concerning Company shares may not submit or vote for more than one slate, even through a third party or trust company.
Slates which do not observe the above provisions shall be deemed as not submitted.
It should be noted that the Corporate Governance Code, to which the Company adheres, recommends that Auditors possess the independence requirements to qualify as an Independent Director laid down by the same Corporate Governance Code. On this point, reference is made to the fourth item ("Appointment of the Board of Statutory Auditors for the three-year period 2022-2024") of the Directors' Report. The Shareholders are therefore asked to take the above into account and to accompany the candidatures submitted with the respective statement by each of the persons concerned that attests, under their responsibility, that they qualify as independent within the meaning of the Corporate Governance Code.
Moreover, in preparing the slates, the Shareholders are asked to take into account the "Guidance for shareholders and candidate auditors for the renewal of the Board of Statutory Auditors of De' Longhi S.p.A." expressed by the outgoing Board of Statutory Auditors at the meeting held on 22 February 2022, in accordance with the rules of conduct for the board of statutory auditors of listed companies issued by the National Council of Chartered Accountants and Accounting Experts in April 2018 (accessible on the Company's website www.delonghigroup.com, section "Governance" – "Corporate Bodies" – "Annual General Meeting 2022", and on the authorised storage mechanism called managed by Computershare S.p.A. and accessible on the website www.it), and the aforementioned "Diversity policies for the members of the corporate bodies of De' Longhi".
In the event that, at the date the term for submitting the slates expires (26 March 2022), only one slate has been filed or slates have been submitted only by shareholders who are connected to each other pursuant to the provisions of law and regulations, further slates may be submitted until 29 March 2022 (the third day after the deadline for submitting the slates). In this case, those Shareholders who, either alone or together with other Shareholders, possess a shareholding of at least 0.5% are entitled to submit slates of candidates.
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Shareholders who intend to submit slates of candidates for the appointment of the Company's Board of Directors and Board of Statutory Auditors are advised to prepare and file jointly proposals for resolutions on items 3.1, 3.2, 3.3, 3.4, 3.5, 4.1 and 4.2 on the agenda of the Annual General Meeting.
The certificate issued by an authorised intermediary proving ownership of the number of shares necessary to present the above slates may also be submitted after their filing, provided that it is submitted within the term by which the Company must publish the slates (30 March 2022).
In compliance with the terms indicated above, the aforementioned slates and a copy of the required documentation accompanying them must be filed at the Company's registered office (for the attention of the General Counsel) or sent to the following certified e-mail address: [email protected].
In this regard, Shareholders should send, together with the aforementioned documentation, information allowing the identification of the person making the filing and a contact telephone number; this is in consideration of the provisions of Articles 144-sexies(4-ter) and 144-octies of the Issuers' Regulations.
Lastly, those who intend to submit the aforementioned slates are asked to observe the recommendations formulated by Consob in its Communication No. DEM/9017893 of 26.2.2009, concerning the connecting relationships between slates as per Article 147-ter(3) of Legislative Decree No. 58/98 and Article 144-quinquies of the Issuers' Regulation, to which reference should be made.
Further information on the appointment of the Board of Directors and the Board of Statutory Auditors are contained in the Directors' Report on the items on the agenda prepared pursuant to Article 125-ter of Legislative Decree No. 58/98, to which reference is made.
The Directors' Report on the agenda of the Annual General Meeting, drafted pursuant to Article 125-ter of Legislative Decree No. 58/98 and Articles 73 and 84-ter of Consob Regulation No. 11971/1999 ("Directors' Report"), is filed at the same time as this call notice, at the registered office and made available to the public on the Company's website www.delonghigroup.com (section "Governance" – "Corporate Bodies" –"Annual General Meeting 2022"), and on the authorised storage mechanism called managed by Computershare S.p.A. and accessible on the website .
Shareholders and other persons entitled to attend the Annual General Meeting may obtain a copy by sending a request to the following certified email address: [email protected].
In particular, the following will be made available to the public:
today, (i) the Directors' Report (including the proposals for items 2.1, 2.2 and 5 of the agenda for the Annual General Meeting) and (ii) the "Guidance for shareholders and candidate auditors for the renewal of the Board of Statutory Auditors of De' Longhi S.p.A.", expressed by the outgoing Board of Statutory Auditors;
on 30 March 2022, (i) the Annual Report for the financial year 2021 (including, among others, the Separate Annual Report and Financial Statements and Group Annual Report and Financial Statements at 31 December 2021, the Report on Operations and the proposed resolutions on items 1.1 and 1.2 of the agenda for the Annual General Meeting, the Reports of the Board of Statutory Auditors and of the External Auditors, the certification by the Chief Executive Officer and the Financial Reporting Officer pursuant to Article 154-bis(5) of Legislative Decree No. 58/98, and the consolidated non-financial statement pursuant to Legislative Decree No. 254/16; (ii) the Report on the 2022 Remuneration Policy and Compensation Paid in 2021 pursuant to Article 123-ter of Legislative Decree No. 58/98; (iii) the Report on Corporate Governance and Shareholding Structure for the year 2021;
by 30 March 2022, the slates of candidates for the appointment of the Board of Directors and the Board of Statutory Auditors that will be submitted by the Shareholders (including the proposals for resolutions that the Shareholders are asked to submit on items 3.1, 3.2, 3.3, 3.4, 3.5, 4.1 and 4.2 on the agenda of the Annual General Meeting);
on 5 April 2022, the documentation pursuant to Article 77(2-bis) of the Issuers' Regulation and Article 15(1)(a) of the Market Regulation adopted with Consob resolution No. 20249 of 28 December 2017, with the caveat that this documentation will only be filed at the Company's offices in Via Lodovico Seitz 47, Treviso. Shareholders and other persons entitled to participate in the Annual General Meeting who intend to participate can send a request to the following certified email address: [email protected].
The Articles of Association and the Annual General Meeting Regulations are available on the Company's website www.delonghigroup.com (in the section "Governance" – "Company Documents").
Additional documentation required by the laws and regulations in force, including the minutes of the Annual General Meeting, will be published according to the procedures and time limits laid down by law and regulations.
It should be noted that information concerning the Annual General Meeting and participation in the same, also with regard to the provisions of Article 125-quater of Legislative Decree No. 58/98, will in any case be published on the Company's website (section "Governance" – "Corporate Bodies" –"Annual General Meeting 2022").
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Treviso, 11 March 2022
For the Board of Directors The Chairman Giuseppe de' Longhi
(Notice published on 11 March 2022 on the Company's website www.delonghigroup.com (section "Governance" – "Corporate Bodies" –"Annual General Meeting 2022"), and on the authorised storage mechanism managed by Computershare S.p.A. and accessible via the website and on 12 March 2022 in excerpt form in the "La Repubblica" newspaper).
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