Proxy Solicitation & Information Statement • May 19, 2020
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
In accordance with Article 106, paragraph 4, of Law Decree no. 18 of March 17, 2020, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form.
With reference to the Ordinary and Extraordinary Shareholders' Meeting of Moncler be held on June 11, 2020, , in single call, at 10:30 a.m., as indicated in the notice of call published on 30th April 2020 on the Company's website at http://www.monclergroup.com, under the "Governance/Shareholders' Meeting", and with an extract published in the Italian daily newspapers "Milano Finanza" on May 1, 2020 and having read the documentation made available by the Company(§)
| with this form |
|||||||||
|---|---|---|---|---|---|---|---|---|---|
| I, the undersigned (party signing the proxy) | Name(*) | Surname (*) | |||||||
| Born in (*) | on (*) | Tax identification code or other identification if foreign (*) | |||||||
| resident in(*) | Address (*) | ||||||||
| Phone no. (*) | Email (**) | ||||||||
| Valid ID document (type) (*) (to be enclosed as a copy) |
Issued by (*) | No (*) | |||||||
| in quality of (tick the box that interests you) (*) | |||||||||
| delegate or attorney with sub-delegation powers legal representative (copy of the documentation of the powers of representation to be enclosed) party with the right to vote pledgee bearer usufructuary custodian manager other (specify) ……………………………………………………………………………………………… Name Surname/Denomination: (*) |
|||||||||
| Shareholder (if different) |
Born in (*) | on (*) | Tax identification code or other identification if foreign (*) | ||||||
| Registered office /Resident in (*) | |||||||||
| related to | |||||||||
| No. (*) | shares MONCLER S.p.A - ISIN ISIN IT0004965148 | Registered in the securities account ( | 1) No. |
At the custodian | ABI | CAB | |||
| referred to the communication (pursuant to Article 83-sexies of D.Lgs. 58/98) ( 2) No. |
supplied by the intermediary: |
Appoints/sub appoints Società per Amministrazioni Fiduciarie SPAFID S.p.A. ("Spafid"), with registered office in Milan, Tax Code no. 00717010151, to attend and represent him/her/it at the Shareholders' Meeting. The undersigned also declares that the voting right will be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegating party.
(Place and date) (Signature of the delegating party)
(Place and date) (Signature of the delegating party)
By signing this proxy/subproxy, the undersigned undertakes to notify the same proxy by sending the original or a copy of the original, thereby certifying the conformity of the document to the original which will be notified to the Company. _______________________ ____________________________________
| (§)The Company will process the personal data in accordance with the attached information, provided by the Company itself, as the data controller . | ||||
|---|---|---|---|---|
(*) Mandatory
__________________________ ____________________________________
(**) It is recommended to fill in order to better assist the delegating party.
Spafid, as Designated Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between Spafid and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.
| VOTING INSTRUCTIONS | ||||||
|---|---|---|---|---|---|---|
| ( intended for the Delegate only - Tick the relevant boxes) |
||||||
| The undersigned Signatory of the proxy (3)(personal details) |
||||||
| Hereby appoints Spafid to vote in accordance with the voting instructions given below at the Ordinary and single call, by MONCLER S.p.A. |
Extraordinary Shareholders' Meeting to be held on June 11, 2020, at 10:30, with a | |||||
| ORDINARY SESSION | ||||||
| 1. Financial Statements for the fiscal year as of December 31, 2019 and allocation of the | Fiscal Year profits: | |||||
| 1.1 approval of the Financial Statements for the fiscal year as of accompanied by the | Management Report of the Board of Directors, the Report of the Board of Statutory | |||||
| Auditors and the Report of the Auditing Firm. Presentation of the Consolidated | Financial Statements as of December 31, 2019. Presentation of the Consolidated nonFinancial | |||||
| Statements prepared in accordance with Legislative Decree no. 254/16; | ||||||
| Proposal of the board of directors | In favour | Against | Abstain | |||
| | | | ||||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting |
||||||
| confirms the instructions |
modify the instructions (express preference) |
|||||
| In favour: _________ |
||||||
| revokes the instructions |
Against |
|||||
| Abstain |
| 1.2 allocation of the Fiscal Year profits. Related and consequent resolutions; |
||||||||
|---|---|---|---|---|---|---|---|---|
| Proposal of the board of directors | In favour |
Against |
Abstain |
|||||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____ |
Against |
Abstain |
||||||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | ||||||||
| confirms the instructions modify the instructions |
(express preference) | |||||||
| revokes the instructions |
In favour: _________ Against Abstain |
| 2.1 binding resolution on the first section concerning the remuneration policy prepared pursuant to art. 123-ter, paragraph 3, of Legislative Decree no. 58/1998; |
|||||||
|---|---|---|---|---|---|---|---|
| Proposal of the board of directors | In favour |
Against |
Abstain |
||||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____ |
Against |
Abstain |
|||||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | |||||||
| confirms the instructions modify the instructions (express preference) |
|||||||
| revokes the instructions | In favour: _________ Against |
||||||
| | Abstain |
| 2.2. non-binding resolution on the second section on the policy regarding remuneration and fees paid prepared pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998 |
|||||||
|---|---|---|---|---|---|---|---|
| Proposal of the board of directors | In favour |
Against |
Abstain |
||||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____ |
Against |
Abstain |
|||||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | |||||||
| confirms the instructions modify the instructions (express preference) |
|||||||
| In favour: _________ |
|||||||
| revokes the instructions |
Against |
||||||
| Abstain |
| 3.1 appointment of three Statutory Auditors and two Alternate Auditors; | ||||
|---|---|---|---|---|
| Indicate the chosen list or Against /Abstain with reference to all lists | List _ |
Against |
Abstain |
|
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting |
||||
| confirms the instructions |
modify the instructions (express preference) |
|||
| In favour: _________ |
||||
| revokes the instructions |
Against |
|||
| Abstain |
| 3.2 appointment of the Chairman of the Statutory Auditors; | ||||
|---|---|---|---|---|
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | ||||
| (proposer) _____ | In favour |
Against |
Abstain |
|
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | ||||
| confirms the instructions |
modify the instructions (express preference) |
|||
| In favour: _________ |
||||
| revokes the instructions |
Against |
|||
| Abstain |
| 3.3 determination of the annual compensation of the members of the Board of Statutory Auditors. |
|||||
|---|---|---|---|---|---|
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | In favour | Against |
Abstain |
||
| (proposer) _____ | | ||||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | |||||
| confirms the instructions |
modify the instructions (express preference) |
||||
| In favour: _________ |
|||||
| revokes the instructions |
Against |
||||
| Abstain |
| 4. Incentive plan based on shares concerning the allocation of ordinary shares of Moncler S.p.A. named "2020 Performance Shares Plan", reserved to executive directors, executives with strategic responsibility, employees and/or collaborators and/or consultants of Moncler S.p.A. and its subsidiaries. Subsequent and related resolutions. |
||||
|---|---|---|---|---|
| Proposal of the board of directors | In favour |
Against |
Abstain |
|
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____ |
In favour |
Against |
Abstain |
|
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | ||||
| confirms the instructions |
modify the instructions (express preference) |
|||
| In favour: _________ |
||||
| revokes the instructions |
Against |
|||
| Abstain |
| 5. Authorization to the purchase and disposal of treasury shares pursuant to artt. 2357, 2357- ter of the Italian Civil Code, art. 132 of the Legislative Decree no. 58/1998 and art. 144-bis of the CONSOB Regulation adopted with Resolution no. 11971 of May 14, 1999, after revocation, for the portion not implemented, of the resolution on the authorization approved by the ordinary Shareholders' Meeting on April 16, 2019. Related and consequent resolutions. |
|||||
|---|---|---|---|---|---|
| Proposal of the board of directors | In favour | Against | Abstain | ||
| | | | |||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | In favour | Against | Abstain | ||
| (proposer) _____ | | | | ||
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | |||||
| confirms the instructions | modify the instructions | ||||
| | (express preference) | ||||
| revokes the instructions |
In favour: _________ Against Abstain |
1. Proposal of delegation of powers to the Board of Directors, pursuant to art. 2443 of the Italian Civil Code, having a duration of five years as from the relevant resolution, to perform a capital increase, free of charge and divisible, in one or more tranches, pursuant to art. 2349 of the Italian Civil Code, in favor of the beneficiaries of the "2020 Performance Shares Plan", through the issuance of maximum no. 2,000,000 ordinary shares, for an overall maximum amount of Euro 400,000, having a value equal to the par value of the Moncler's share at the date of their issuance. Subsequent amendment of art. 5 of the Bylaws.
| Proposal of the board of directors | In favour |
Against |
Abstain |
|
|---|---|---|---|---|
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (proposer) _____ |
In favour |
Against |
Abstain |
|
| In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meeting | ||||
| confirms the instructions |
modify the instructions (express preference) |
|||
| In favour: _________ |
||||
| revokes the instructions |
Against |
|||
| Abstain |
| (Place and date) | ||
|---|---|---|
| ------------------ | -- | -- |
(Place and date) (Signature of the delegating party)
__________________________ ____________________________________
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Designated Representative to vote as follows:
| In favour |
|---|
| ---------------------- |
__________________________ ____________________________________ (Place and date) (Signature of the delegating party)
The proxy with the relating voting instructions shall be received together with:
by one or other of the following two methods:
The original proxy and voting instructions must be delivered and the proxy may be notified to Spafid S.p.A., including by electronic means, at the email address [email protected] (object " Proxy AGM Moncler 2020"").
For any additional clarification or information please contact Spafid S.p.A. by email to the address [email protected] or by phone at the following telephone numbers (+39) 0280687331-02.80687319 (during open office hours, from 9:00 a.m. to 5:00 p.m.).
Pursuant to Article 13 and Article 14 of Regulation EU 2016/679 and with national legislation and regulations in force on personal data protection, the data contained in the proxy form shall be processed by Spafid S.p.A. – the data controller – for compliance with obligations concerning representation in shareholders meetings and casting the vote of the person who appointed Spafid as a proxy in its capacity as the Designated Proxy, in observance of the instructions issued by that person and also in compliance with the obligations set by law, by regulations and by EU legislation or provisions issued by the supervisory and other authorities.
The legal basis is given by compliance with laws (Art. 2370 of the Italian Civil Code and following articles) and for the relative and consequent compliance obligations.
This data may be known by employees and associate workers of the Spafid S.p.A. who are specifically authorized to process them in their capacity as persons responsible for or appointed to pursue the above aims. The data may be distributed or communicated to specific parties, including those belonging to other companies controlled by Spafid, in compliance with a legal, regulatory or EU obligation or on the basis of orders given by an authority legally empowered to issue them or given by supervisory and control bodies as well as for the purposes strictly connected and instrumental to the performance of the compliance contractual obligations concerning representing and voting for the person who appointed Spafid as a proxy in its capacity as the Designated Proxy. Without the data indicated as compulsory, the Company will be unable to allow the proxy to take part in the Shareholders' Meeting.
The processing of the personal data or of personal data relating to third parties (e.g. delegated persons or their substitutes) communicated by you (the "Personal Data") will take place, in compliance with the provisions of personal data protection legislation and regulations, by using hardcopy, IT or telematic tools, with an approach strictly related to the purposes indicated and in any case in ways appropriate to ensure security and confidentiality in compliance with personal data protection legislation and regulations.
With regard to the purposes described above, Spafid will process personal data such as for the example, but not limited to these, personal details (e.g. first name, last name, address, date of birth, identity card, tax identification number).
A data subject shall have the right to obtain at any time confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (Art. 15 and Art. 16 of the GDPR). Furthermore a data subject has the right to ask for the erasure of the data, restrictions on its processing, revocation of consent, portability of the data as well as the right to make complaints to the supervisory authority and in any event to object to its processing on legitimate grounds (Art. 17 and following of the GDPR). Those rights may be exercised by making a communication in writing accompanied by a valid identity document of the data subject to be sent to: [email protected].
The data controller is the company Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquartersat 10, Via Filodrammatici, Milan. Spafid has designated the data protection officer of the Mediobanca Group as its data protection officer.
The Data Protection Officer may be contacted at the following addresses:
Pursuant to EU Regulation 2016/679 (hereinafter, "GDPR Regulation" or "GDPR") and the current national legislation on the protection of personal data (hereinafter, together with the GDPR, "Privacy Law"), Moncler S.p.A. (hereinafter, the "Company" or the "Data Controller"), acting as Data Controller, is required to provide the delegated party and the delegating party (hereinafter, jointly referred to as "Data Subjects") with information regarding the process of their personal data.
In order to enable the Shareholders to attend the Shareholders' Meeting, also by virtue of proxy, the Company collects and processes the personal data provided in the proxy and the information relating to the place of birth, address of residence and tax code of the delegated party and the information relating to the place of birth, residence address, tax code, ID document and voting rights in the Shareholders' Meeting of the delegating party (hereinafter, jointly referred to as "Personal Data").
All Personal Data are collected and processed, in compliance with the legal provisions and confidentiality obligations, for the purposes of verifying the proper constitution of the Shareholders' Meeting, verifying the identity and entitlement of those who are attending it, as well as the execution of further compulsory corporate obligations and formalities and Shareholders' Meeting obligation and formalities. The provision of data for such purposes is mandatory. Failure to provide data may result in in non-admission to the Shareholders' Meeting.
The legal basis is the compliance with a legal obligation (art. 2370 c.c. et seq.) and the related and consequent requirements by the Data Controller.
Personal Data are processed, in compliance with the provisions of the Privacy Law, by paper-based, computer or electronic means, with methods strictly related to the indicated purposes and, in any case, with appropriate methods to ensure their security and confidentiality in accordance with the Privacy Law.
In order to achieve the purposes described in point b) above, the Company's employees who will act as persons authorized to the processing have access to Personal Data. In addition, Personal Data may be communicated to:
a) the entities to whom the communication is required for the compliance with legal and/or regulatory obligations and/or those deriving from EU legislation (taking into account that the Company is listed on a regulated market and, therefore, is subject to additional requirements and information obligations);
The list of subjects to whom the Personal Data are communicated can be asked by sending an email to: [email protected].
All Personal Data are stored, together with the documents produced during the Shareholders' Meeting, by the Company in order to document what has been transcribed in the minutes. In compliance with the principles of proportionality and necessity, Personal Data will be stored in a form that allows to identify the Data Subjects for a period of time not exceeding the fulfilment of the purposes for which they are processed and, in any case, no longer than ten years.
Data Subjects have the right, at any time, to obtain confirmation as to whether or not such data exist and to be informed of their content and source, to verify their accuracy or to request them to be completed, updated or rectified (Articles 15 and 16 of the GDPR).
In addition, Data Subjects have the right to request the erasure and restriction to processing.
The rights listed above can be exercised by sending a written communication to: [email protected].
The Data Controller, also through the designated units, shall take charge of the request and provide, without undue delay, information relating to the action taken in relation to the same. In the event that the processing of Personal Data is in violation of the provisions set forth by the GDPR, Data Subjects have the right to lodge a complaint to the Italian Data Protection Authority (the "Garante per la protezione dei dati personali"), by using the contact details available on the website www.garanteprivacy.it, or to bring an action before the appropriate courts.
The Data Controller is Moncler S.p.A, with legal office in Milan, Via Stendhal 47.
The Company has appointed a Data Protection Officer that may be contacted at the following address: [email protected].
Moncler S.p.A.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.