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Fine Foods & Pharmaceuticals Ntm

AGM Information Apr 21, 2020

4495_rns_2020-04-21_616219ce-7bf2-41ee-9c89-3035b723e9d2.pdf

AGM Information

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ORDINARY SHAREHOLDERS' MEETING NOTICE OF CALL SUPPLEMENT

Following the Fine Foods & Pharmaceuticals N.T.M. S.p.A. Statutory Auditor Paolo Prandi's 16 April 2020 resignation and a request from shareholder Eigenfin S.r.l., the following item shall be added to the 30 April 2020 Ordinary Shareholders' Meeting agenda which will be held on its first call at 10 am:

5) appointment as Statutory Auditor, appointment as Alternate Auditor.

Eigenfin S.r.l. proposed Barbara Castelli as Statutory Auditor and Marco Giuliani as Alternate Auditor and provided the candidates' CVs. These have been published on the Company's website (www.finefoods.it) together with the Eigenfin S.r.l. proposal to supplement the agenda.

Under art. 25 of the Articles of Association, the Shareholders' Meeting will resolve the additional Meeting agenda item with the legal majorities required by law, since the slate voting mechanism does not apply.

The supplemented agenda of the Ordinary Shareholders' Meeting convened for 30 April 2020 at 10 am in the first call is as follows:

  • 1) meeting regulations proposal.
  • 2) 31 December 2019 Financial Statements, related and consequent resolutions:
  • approval of the 31 December 2019 Financial Statements, accompanied by the Directors' Annual Report; Report of the Board of Statutory Auditors and of the Auditing Company;
  • allocation of net profit and dividend distribution.
  • 3) Proposal to authorise the buyback and disposal of treasury shares under articles 2357 and 2357-ter of the Civil Code, subject to the revocation of the unexecuted part of a previous Shareholders' Meeting authorisation dated 14 December 2018. Related and consequent resolutions.
  • 4) Proposal to revoke for "just cause" the Deloitte & Touche S.p.A. audit assignment and simultaneously confer a nine-year appointment for the 2020-2028 period and determination of the related compensation. Related and consequent resolutions.
  • 5) Appointment as Statutory Auditor, appointment as Alternate Auditor.

This document, which supplements the notice of call published on 15 April 2020 on the Company's website (www.finefoods.it) in the "Investor Relations - Shareholders' Meetings" section and in the daily newspaper Il Sole24Ore as an extract, will be published on the same Company's website section and in Il Sole24Ore as an extract.

For other aspects relating to the Ordinary Shareholders' Meeting to be held on 30 April 2020 in the first call, the provisions of the notice of call issued on 15 April 2020, and the documentation publicly available at the Company's registered office (Via Berlino, no. 39 - Zingonia (BG)) and Company's website (www.finefoods.it) in the "Investor Relations - Shareholders' Meetings" section, remain valid.

Zingonia-Verdellino, 21 April 2020

For the Board of Directors

Chairman

Marco Francesco Eigenmann

This Ordinary Shareholders' Meeting Notice of Call Supplement has been translated into English solely for the convenience of the international reader. In the event of conflict or inconsistency between the terms used in the Italian version and the English version, the Italian version shall prevail, as the Italian version constitutes the sole official document.

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