AGM Information • Mar 17, 2023
AGM Information
Open in ViewerOpens in native device viewer
Registered office – via Vittorio Veneto 11, Varese Share capital Euro 62,704,488.80, fully paid in Tax code and Varese Register of Companies no. 01570130128 Varese Economic and Administrative Repertory no. 191975
Persons entitled to vote at the Shareholders' Meeting of LU-VE S.p.A. are hereby called to the Ordinary and Extraordinary Shareholders' Meeting to be held in a single call at 10:00 on 28 April 2023 at the Studio Notarile Marchetti in Milan, via Agnello no. 18, to resolve upon the following
Pursuant to Article 83-sexies of Italian Legislative Decree no. 58 of 24 February 1998, as amended and supplemented ("Legislative Decree 58/98") and related implementing provisions, those entitled to attend the Shareholders' Meeting and cast their voting rights are the persons for whom the authorised intermediaries – pursuant to the provisions of the legislation and regulations – have issued appropriate communication to the Company in accordance with their accounting records, based on the evidence at the close on the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting (i.e., 19 April 2023, the so-called record date). In accordance with current regulation, those registered as shareholders only after that date will not be entitled to attend and vote at the Shareholders' Meeting. The communication from the aforementioned intermediary must be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting (i.e., no later than 25 April 2023). However, the shareholders will be entitled to attend and vote if the communication is received by the Company after the above deadline, provided that it is before the start of Shareholders' Meeting.
The communication to the Company is carried out by the intermediary upon request by the persons entitled to vote. Those entitled to vote are required to give instructions to the intermediary holding the relative accounts to make the above-mentioned communication to the Company.
Pursuant to Article 106, paragraph 4 of Italian Legislative Decree no. 18 of 17 March 2020 (so-called "Cura Italia" Decree), converted with amendments by Law no. 27 of 24 April 2020, as subsequently amended and modified, attendance to the Shareholders' Meeting of those with the voting rights is allowed exclusively through the representative designated by the Company pursuant to Article 135 undecies of Legislative Decree no. 58/98, who will be granted a proxy, with the manners and at the conditions indicated below; the aforementioned representative may also be granted proxies or sub proxies pursuant to Article 135-novies of Legislative Decree no. 58/98, in derogation of Article 135 undecies, paragraph 4, of the same decree.
The Company has designated Computershare S.p.A. – with registered office in Milan, via Mascheroni no. 19, 20145 – as designated shareholders' representative pursuant to Article 135-undecies, of Legislative Decree no. 58/98 ("Designated Representative").
The Directors and Standing Auditors, as well as other persons entitled according to the law, other than those with the right to vote (who must confer proxy to the Designated Representative as per above), may attend the Shareholders' Meeting via telecommunication means which also guarantee their identification. The instructions for participation to the Shareholders' Meeting via telecommunication means will be made available by the Company to the interested parties.
Pursuant to the Save Italy Decree, attendance to the Shareholders' Meeting by those with a right to vote is allowed exclusively through the Designated Representative, without physically presence of the shareholders.
Person having voting rights, wishing to attend the Shareholders' Meeting must therefore grant proxy to the Designated Representative - with their voting instructions, on all or some of the proposals for deliberation on the items of the agenda – together with an identification document – and in the case of a delegating juridical person, a document confirming the authority to grant the proxy, using the
specific proxy form prepared by the same Delegated Representative in agreement with the Company, available on the Company's website at the address www.luvegroup.com ("Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023").
The proxy shall be granted by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e. by close of trading on 26 April 2023) in the manner indicated in the form and shall be effective only for the proposals in connection to which the voting instructions have been given. The proxy and the voting instructions can be revoked by the same deadline.
It should be noted that the shares for which the proxy has been granted, even if partial, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been granted, shares are not counted for the purposes of calculating the majority and of the capital share required for the approval of the resolutions.
It should be noted that the Designated Representative must also be granted proxies and/or sub proxies pursuant to Article 135-novies of D. Lgs. 58/98, in derogation of Article 135-undecies, paragraph 4, of Legislative Decree no. 58/98, by means of the specific module available on the Company's webpage at the address www.luvegroup.com ("Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023"), with the manner and by the terms indicated on the same form.
The Designated Representative will be available for clarifications or information at the telephone number 02-46776814 and 02-46776815 or at the email address [email protected].
The Shareholders are notified that the Company reserves the right to supplement to and/or amend the above instructions. In this case the Company will promptly advice the public following the same manner used for the publication of this notice.
It should be noted that there is no vote by correspondence or by electronic means procedures.
It should be noted that, pursuant to Article 126-bis of Legislative Decree 58/98, no later than ten days of publication of the notice of call to the Shareholders' Meeting (i.e., no later than 27 Marzo 2023), Shareholders who individually or jointly represent at least one fortieth of the share capital can request additions to the list of matters to be discussed, indicating in the application the additional topics proposed, or submit resolution proposals on matters already on the agenda.
The questions, together with certification confirming eligibility to attend, must be submitted in writing by email to the Company's certified email address: [email protected] (for the attention of the General Counsel); questions shall be accompanied by the names of the requesting shareholders, the indication of the percentage held and the reference to the notice sent by the intermediary to the Company for entitlement to exercise the right, as well as by a report indicating the reasons for the resolution proposals on new matters for discussion or the reasons for additional resolution proposals submitted on items already on the agenda. Shareholders are also reminded that additions to the agenda are not permitted for topics on which, by law, the Shareholders' Meeting resolves upon a proposal of the Directors or on the basis of a project or report other than those referred to in Article 125-ter, paragraph 1, Italian Legislative Decree 58/98 prepared by them. Any additions to the agenda and/or additional resolution proposals submitted on items already on the agenda, together with the report prepared by the Shareholders and any assessments made by the Board of Directors, will be
made available to the public by the same publication manner of this notice, at least fifteen days before the date scheduled for the Shareholders' Meeting (i.e., no later than 13 April 2023).
Considering that attendance at the Shareholders' Meeting is allowed exclusively through the Designated Representative and that therefore no proposal may be submitted during the meeting, Shareholders and other persons with voting rights, may individually submit proposals for resolutions on the items on the agenda, even if they represent less than one fortieth of the share capital with voting rights at the ordinary shareholders' meeting. Such proposals shall be submitted no later than 12 April 2022 to the following certified email address: [email protected].
The proposals, after verifying their relevance to the items on the agenda as well as their correctness and completeness with respect to the applicable regulations, will be published by 13 April 2023 on the Company's webpage at the address www.luvegroup.com ("Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023").
Persons eligible to vote can submit questions on items on the agenda before the Shareholders' Meeting, sending them to the following certified e-mail address: [email protected], accompanied by suitable documentation to prove the right to exercise votes as issued by the authorised intermediaries in compliance with their own accounting records.
Pursuant to Article 127-ter of Legislative Decree no. 58/98, the questions shall be received no later than the "record date" (i.e., no later than 19 April 2023). Answer to questions received by the Company within this deadline and in the manner indicated above, after verifying their relevance to the item on the agenda and the legitimacy of the applicant, shall be provided by the Company, in derogation of minimum term as per Article 127-ter, paragraph 1-bis, of Legislative Decree no. 58/98, no later than 26 April 2023 by means of publication on the Company's webpage at the address www.luvegroup.com ("Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023"), in order to enable those entitled to vote to express themselves in an informed manner on the items on the agenda. The Company may provide a single response to questions with the same content.
With reference to the third item on the agenda, it is reminded that, pursuant to Article 15 et seq. of the By-Laws and to the current legislation and regulations, the appointment of Directors will be made on the basis of lists submitted by Shareholders.
Lists may be submitted by the incumbent Board of Directors and by shareholders who, at the time the list is submitted, hold alone or together with others, a share of at least 2.5% of the capital (share established by CONSOB with Executive Resolution no. 76 of 30 January 2023, in compliance with the applicable legislation and regulations provisions).
Individual shareholders, shareholders subscribing to a shareholders' agreement relating to the Company and of relevance pursuant to Article 122 of Legislative Decree no. 58/98, the parent company, subsidiary companies and those subject to common control and other entities between which a direct or indirect association exists pursuant to applicable legislation and regulations in force
at the time, cannot submit or contribute to the submission, not even through a third party or trust company, of more than one list or vote for different lists;
Each candidate may appear on one list only, otherwise they shall be considered ineligible.
Each list contains the names, indicated by a sequential number, of a number of candidates not exceeding the number of members to be elected. Each list that contains a number of candidates no higher than 7 (seven) must include and identify at least 1 (one) candidate who meets the independence requirements established by applicable legislation and regulations in force at the time on the matter.
Each list that contains a number of candidates exceeding 7 (seven) must include and identify at least 2 (two) candidates who meet the independence requirements established by applicable legislation and regulations in force at the time on the matter.
For the period of application of the applicable legislation and regulations in force on gender balance, each list that presents a number of candidates equal to or exceeding 3 (three) shall also include candidates belonging to both genders, so that they belong to the under- represented gender at least the minimum quota of candidates required by the applicable legislation and regulations in force (equal to two-fifths, rounded up).
The lists submitted by shareholders shall be filed at the administrative office of the Company (to the attention of the General Counsel) by submitting them to the following certified email address: [email protected], no later than 3 April 2023 (25th day prior to the date of the Shareholders' Meeting).
The lists shall be accompanied by: (a) information on the identity of the shareholders who submitted the lists, with specification of the total percentage shareholding held, with certification showing the ownership of this shareholding issued by a legally qualified intermediary; (b) statement from shareholders who do not hold, individually or jointly, a controlling or relative majority shareholding, certifying the absence of any direct or indirect association, pursuant to applicable legislation and regulations in force at the time, with such latter shareholders; (c) comprehensive information on the personal and professional characteristics of the candidates, with possible indication of their suitability to qualify as independent directors pursuant to the current legislation and regulations and/or pursuant to the Corporate Governance Code, as well as a statement by the same candidates certifying that they meet the requirements established by current legislation and regulations and by the By-Laws, including the requirements of integrity and, if applicable, independence, and their acceptance of the candidature and of the office, if elected; (d) any other further or different statement, information and/or document required under current legislation and regulations.
It should be noted that the list not submitted in compliance with the provisions set forth above shall be deemed as not submitted.
With reference to the fourth item on the agenda, it is reminded that the appointment of Statutory Auditors, three standing auditors including the Chairman of the Board of Statutory Auditors, and two substitute auditors, is governed by Article 22 et seq. of the By-Laws and the current legislation and regulations.
Minority shareholders have the right to elect the Chairman of the Board and one alternate auditor.
Lists may be submitted by shareholders who, at the time the list is submitted, hold alone or together with others, a share representing at least 2.5% of the capital (the share established by Consob with Executive Resolution no. 76 of 30 January 2023, in compliance with current legislation and
regulations). Individual shareholders, shareholders subscribing to a shareholders' agreement relating to the Company and of relevance pursuant to Article 122 of Legislative Decree no. 58/98, the parent company, subsidiary companies and those subject to common control and other entities between which a direct or indirect association exists pursuant to applicable legislation and regulations in force at the time, cannot submit or contribute to the submission, not even through a third party or trust company, of more than one list or vote for different lists;
Each list contains the names, indicated by a sequential number, of a number of candidates not exceeding the number of members to be elected. The lists are divided into two sections: one for candidates to the office of standing auditor, the other for candidates to the office of alternate auditor. The first of the candidates of each section must be entered in the register of independent auditors and have carried out auditing activity for no less than 3 (three) years. If the other candidates do not meet the requirement established above, they must meet the other requirements of professionalism established by applicable legislation and regulations in force at the time.
For the period of application of the applicable legislation and regulations in force at the time on gender balance, each list that contains – considering both sections present – a number of candidates equal to or exceeding 3 (three) must also include candidates belonging to both genders, so that at least the minimum number of candidates required by the legislation and regulations in force at the time (equal to two-fifths, rounded down) of candidates to the office of standing auditor and at least one candidate to the office of alternate auditor (if the list also includes candidates to the office of alternate auditor) belong to the under-represented gender.
The lists submitted by shareholders shall be filed at the administrative office of the Company (to the attention of the General Counsel) by submitting them to the following certified email address: [email protected], no later than 3 April 2023 (25th day prior to the date of the Shareholders' Meeting.
The lists shall be accompanied by: (a) information on the identity of the shareholders who have submitted the lists, with indication of the overall percentage shareholding held, together with the certification showing the ownership of this shareholding issued by a legally authorized intermediary; (b) statement from shareholders who do not hold, individually or jointly, a controlling or relative majority shareholding, certifying the absence of any direct or indirect association to such latter shareholders, pursuant to the current legislation and regulations; (c) comprehensive information on the personal and professional characteristics of the candidates, with specification of the offices of administration and control held in other companies, as well as a statement by the same candidates certifying that they meet the requirements, including those of integrity, professionalism, independence and related to the cumulation of offices, provided for by current legislation and regulations and by the By-Laws, and their acceptance of the candidature and of the office, if elected; (d) any other further or different statement, information and/or document required under current legislation and regulations. In compliance with the provisions of Article 144-sexies, paragraph 4, letter b) of the Regulation as per Consob Resolution no. 11971/1999 as subsequently amended and supplemented ("Issuers' Regulation"), minority lists shall also be accompanied by a statement of the submitting shareholders attesting to the absence of associations referred to in Article 144-quinquies of the Issuers' Regulation, taking into account the Consob's recommendation in Communication no. DEM/9017893 of 2 February 2009.
Each candidate may be included on only one list, on penalty of losing the right to be elected. The following may not be appointed as statutory auditors: (i) those who do not meet the requirements of integrity, professionalism, independence and related to the limit of accumulation of offices as provided for by current legislation and regulations. For the purposes of Article 1, paragraph 2, letters b) and c), of the Decree of the Minister of Justice No. 162 of 30 March 2000, as subsequently
amended and supplemented, matters concerning to commercial law, corporate law, tax law, business economics, corporate finance, and disciplines having a similar or assimilable object, as well as matters and sectors concerning to the Company's activity field and referred to in Article 2 of the By-Laws, are considered strictly pertaining to the Company's activity field.
It should be noted that the list not submitted in compliance with the provisions set forth above shall be deemed as not submitted.
If at the expiry date of the time limit for filing lists (3 April 2023) only one list has been filed, or only lists submitted by shareholders who are associated with one another pursuant to current legislation and regulations, lists may be submitted up to 6 April 2023 (the third day after the expiry date of the deadline for filing lists). In this case, shareholders who, on their own or with other shareholders, hold a share of capital of at least 1.25% have the right to submit a candidate list.
* * *
It should be recommended that Shareholders who intend to submit a list relating to the appointment of the Board of Directors and of the Board of Statutory Auditors of the Company shall prepare and file, together with the same list, resolution proposals relating to items 3.1, 3.2, 3.3, 3.4, 3.5, 4.1 and 4.2 of the agenda of the Shareholders' Meeting.
The certification issued by an authorised intermediary certifying the ownership of the total number of shares held on the date of filing of the aforementioned lists may also be produced after their filing, provided that it is no later than the deadline for publication of the lists by the Company (7 April 2023).
In compliance with the above deadlines, the aforementioned lists and copy of the accompanying documentation requested may be filed at the administrative office of the Company (to the attention of the General Counsel) by submitting them to the following certified email address: [email protected].
In this regard, it should be noted that information which allow the identification of the subject filing the lists and a reference telephone number shall be sent along with the aforementioned documentation, taking into account the provisions of Article 144-sexsies, of the Issuers' Regulation.
In the end, those who intend to submit the aforementioned lists are invited to observe the recommendations formulated by Consob in the Communication No. DEM/9017893 of 26.2.2009, concerning the relations of connection between lists pursuant to Article 147-ter, paragraph 3, of Legislative Decree No. 58/98 and Article 144-quinquies of the Issuers' Regulations, to the contents of which please refer.
Further information on the appointment of the Board of Directors and of the Board of Statutory Auditors is contained in the Explanatory Report of the Board of Directors on the proposals on the agenda of the ordinary session of the Shareholders' Meeting drawn up pursuant to Article 125-ter of Italian Legislative Decree 58/98, to which please refer.
Pursuant to Article 125-quater, paragraph 1, letter c), of Legislative Decree 58/98, we inform that, as of today, the share capital (fully subscribed and paid in) of LU-VE S.p.A. amounts to Euro 62,704,488.80, divided into 22,234,368 ordinary shares all without a nominal value (it should be noted there are no categories of shares other than ordinary shares).
Each share is entitled to one vote in Shareholders' Meeting. Pursuant to Article 127-quinquies of Legislative Decree 58/98 and Article 6-bis of the By-Laws, two votes are, however, granted for each share held by the same shareholder for a continuous period of not less than twenty-four months
from the date of registration in the list ("List") established for that purpose, kept and updated by the Company, as provided for by the By-Laws (so-called "increased voting right").
The list of significant shareholders who have obtained the increased voting rights is available on the Company's webpage at the address www.luvegroup.com ("Investor Relations" section – "Corporate Governance and Shareholders" – "The group" – Share Capital" – "Increased voting right").
As of today, the LU-VE shares that have accrued the increased voting right pursuant to art 127 quinques of Legislative Decree 58/98 and Article 6-bis of the By-Laws are no. 3,341,271; therefore, the total number of voting rights exercisable in the Shareholders' Meeting on such date is no. 25,575,639.
It should be noted that as of today the Company holds 28,027 treasury shares representing 0.1261% of the ordinary share capital and 0.1096% of the share capital with voting rights, whose voting rights are suspended pursuant to Article 2357-ter, paragraph 2, of the Italian Civil Code.
All documentation related to the items on the agenda of the Shareholders' Meeting provided for by all current legislation and regulation shall be made available to the public, according to terms indicated in applicable legislation and regulations, at the Company's administrative office in Uboldo (VA), via Caduti della Liberazione no. 53 and non the web site www.luvegroup.com ("Investor Relations" section – "Corporate Governance and Shareholders" – "For the shareholders" – Shareholders' Meeting" – "Shareholders' Meeting 28 April 2023") as well as on the authorized storage device eMarket Storage available at the web site .
Shareholders and other parties entitled to attend the Shareholders' Meeting have the right to receive a copy, submitting a request to the following certified e-mail address: [email protected].
In particular, the following shall be made available to the public:
today: (i) the Explanatory Report of the Board of Directors on the items on the agenda of the ordinary session of the Shareholders' Meeting pursuant to Article 125-ter of Legislative Decree 58/98, also drawn up in compliance with Articles 73 and Article 84-ter of Issuers' Regulations, including proposals of resolutions on items on agenda of the Shareholders' Meeting, including the resolution proposals relating to items 1.1, 1.2, 2.1, 2.2 and 5 on the agenda, as well as (ii) the Explanatory Report of the Board of Directors on the items on the agenda of the ordinary session of the Shareholders' Meeting pursuant to Article 125-ter of Legislative Decree No. 58/98, also drawn up in compliance with Articles 72 and 84-ter of the Issuers' Regulations including the resolution proposals relating to items 1 and 2 on the agenda;
on 27 March 2023, the Annual Report on 2023 remuneration policy and remuneration paid in the 2022 financial year as per Article 123-ter of Legislative Decree 58/98;
on 30 March 2023: (i) the 2022 Annual Financial Report (including, inter alia, the Financial Statements and the consolidated Financial Statements as at 31 December 2022, the Director's Report, the Board of Statutory Auditors' Report and the Independent Auditors' Report and the Statement of the Chief Executive Officer and Financial Reporting Officer, (ii) the LU-VE Group Sustainability Report 2022 containing the consolidated non-financial statement pursuant to Legislative Decree no. 254/2016 (including the statement required by Article 3, paragraph 10 of Legislative Decree no. 254/2016, as well as by Article 5 of the Consob Regulations adopted by resolution no. 20267 of January 2018);
on 7 April 2023, the Report on Corporate Governance and Ownership Structures related to the year 2022;
no later than 7 April 2023, the lists of candidates for the appointment of the Board of Directors and the Board of Statutory Auditors to be submitted by the Shareholders, including the resolution proposal on items 3.1, 3.2, 3.3, 3.4, 3.5, 4.1 and 4.2 on the agenda of the Shareholders' Meeting;
on 13 April 2023, the document referred to in Article 77, paragraph 2-bis of the Issuers' Regulation and Article 15, paragraph 1.a) of the Markets Regulation adopted by Consob Resolution no. 20249 of 28 December 2017, warning that this documentation will only be made available at the administrative offices of the Company. Shareholders and other parties entitled to attend the Shareholders' Meeting have the right to submit a request a copy to the following certified e-mail address: [email protected].
The By-Laws and the Shareholders' Meeting Regulations are available on the web site of the Company's at the address www.luvegroup.com ("Investor Relations" section – "Codes & company documents" – "Company documents").
The additional documentation required by current legislation and regulatory provisions, including the minutes of the Shareholders' Meeting, shall be published in compliance with the terms and conditions of the legislation and regulations.
It should be noted that information regarding the Shareholders' Meeting and attendance to the same, also with reference to the provisions of Article 125-quater of Legislative Decree 58/98, is in any event published on the Company's web site at www.luvegroup.com ("Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023").
* * *
Uboldo, 17 March 2023
On behalf of the Board of Directors The Chairman and Chief Executive Officer
Mr. Matteo Liberali
(Notice published on 17 March 2023 on the website of the Company at www.luvegroup.com, "Investor Relations" section – "Corporate governance & shareholders" – "For the shareholders" – Shareholders' meeting" – "Shareholders' meeting 28 April 2023", on the authorized storage device eMarket Storage , as well as in abstract form on 18 March 2023 in the daily newspaper "Il Sole 24 ORE").
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.