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Sabaf

AGM Information May 14, 2024

4440_dva_2024-05-14_9641393a-7cba-47c6-8745-7d6966d02498.pdf

AGM Information

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SABAF S.P.A.

Ordinary and extraordinary Shareholders' meeting agenda of 08 May 2024

A total of n. 41 Shareholders by proxy holders of N. 8,767,532 ordinary shares equal to 69.107541% ordinary share capital and of n. 14,433,711 votes equal to 76.716656% of the total voting rights attended the shareholders' meeting

SUMMARY REPORT OF THE VOTING ON THE ITEMS ON THE SHAREHOLDERS' MEETING

Ordinary part

1. Financial report at 31 December 2023: management report prepared by the Board of Directors and consolidated non-financial statement; Independent Auditors' Report and Report of the Board of Statutory Auditors; Approval of the Financial statements at 31 December 2023.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 39 14,306,575 99.119173 76.040915
Against 2 127,136 0.880827 0.675741
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total 41 14,433,711 100.000000 76.716656

SABAF S.p.A.

Via dei Carpini ,1 - 25035 Ospitaletto - Brescia - Italia Cap. Soc. Euro 12.686.795 int. vers.- Reg. Imp. di Brescia N. 52821 Tel.: +39 030 6843001 - [email protected] - [email protected]

www.sabaf.it - www.sabafgroup.com

2. Resolution on the dividend proposal.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

3. Report on remuneration policy and remuneration paid:

3.1 Resolution on the first section pursuant to paragraphs 3-bis and 3-ter of Article 123- ter of Italian Legislative Decree 58/1998;

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 11 13,344,551 92.454054 70.927659
Against 30 1,089,160 7.545946 5.788997
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total 41 14,433,711 100.000000 76.716656

SABAF S.p.A.

3.2 Resolution on the second section pursuant to paragraph 6 of Article 123- ter of Italian Legislative Decree 58/1998.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 11 13,153,842 91.132779 69.914021
Against 30 1,279,869 8.867221 6.802635
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total 41 14,433,711 100.000000 76.716656

4. Appointment of the Board of Directors:

4.1 Determination of the number of members of the Board of Directors;

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41
14,433,711
100.000000 76.716656
Against 0
0
0.000000 0.000000
Abstentions 0
0
0.000000 0.000000
Not voting 0
0
0.000000 0.000000
Total 41
14,433,711
100.000000 76.716656

SABAF S.p.A.

4.2 Determination of the term of office;

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

4.3 Appointment of the Directors;

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
LIST 1 2 4,781,288 33.125840 25.413037
LIST 2 1 1,748,722 12.115540 9.294637
LIST 3 38 7,903,701 54.758620 42.008982
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total 41 14,433,711 100.000000 76.716656

SABAF S.p.A.

4.4 Determination of the annual remuneration of the members of the Board of Directors.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0
0
0.000000 0.000000
Abstentions 0
0
0.000000 0.000000
Not voting 0
0
0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

5. Appointment of the Board of Statutory Auditors for the three-year period from 2024 to 2026:

5.1 Appointment of the members of the Board of Statutory Auditors;

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
PROXY)
LIST 1 3 6,530,010 45.241380 34.707674
LIST 2 37 7,902,659 54.751401 42.003444
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 1 1,042 0.007219 0.005538
Total 41 14,433,711 100.000000 76.716656

SABAF S.p.A.

5.2 Appointment of the Chairman of the Board of Statutory Auditors; (Not submitted to the vote of the assembly as several lists have been submitted)

5.3 Determination of yearly remuneration.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0
0
0.000000 0.000000
Abstentions 0
0
0.000000 0.000000
Not voting 0
0
0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

6. Authorisation to renew an insurance policy for the Company's directors, statutory auditors and managers for the period from 2024 to 2026.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

SABAF S.p.A.

7. Authorisation to purchase and sell treasury shares, subject to revocation of the authorisation granted with resolution dated 28 April 2023; related and consequent resolutions.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
PROXY)
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
In favour 41 14,433,711 100.000000 76.716656
Against 0 0 0.000000 0.000000
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

8. Remuneration plan based on financial instruments in favour of directors and employees of the Company and its subsidiaries; resolution pursuant to Article 114-bis of Italian Legislative Decree 58/1998; granting of proxies to the Board of Directors.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
PROXY)
In favour 11
13,053,993
90.441003 69.383313
Against 30
1,379,718
9.558997 7.333343
Abstentions 0
0
0.000000 0.000000
Not voting 0
0
0.000000 0.000000
Total 41
14,433,711
100.000000 76.716656

SABAF S.p.A.

Extraordinary session

1. Assignment to the Board of Directors of the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital against payment all at once or in multiple instalments and through splitting shares, no later than 8 May 2029, with the exclusion of the right of option pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code, through the issue of a number of ordinary shares not exceeding 10% (ten per cent) of the share capital existing before the date of exercise of the power, if any, and in any case for a nominal amount not exceeding €1,268,679.00 (one million one hundred and fifty-three thousand four hundred and fifty/00), with the right to establish any additional share premium; consequent amendment of Article 5 of the Articles of Association; related and consequent resolutions and delegation of powers.

NUMBER OF
SHAREHOLDER (IN
PERSON OR BY
NUMBER OF
SHARES
% ON VOTING RIGHTS
THAT CAN BE EXERCISED
PRESENT OR REPRESENTED
% ON TOTAL
VOTING RIGHTS
PROXY)
In favour 39 14,306,575 99.119173 76.040915
Against 2 127,136 0.880827 0.675741
Abstentions 0 0 0.000000 0.000000
Not voting 0 0 0.000000 0.000000
Total
41
14,433,711 100.000000 76.716656

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