Proxy Solicitation & Information Statement • Sep 23, 2022
Proxy Solicitation & Information Statement
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PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended, acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 of TREVI - FINANZIARIA INDUSTRIALE S.p.A. (hereinafter the "Company"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Bondholders' Meeting of TREVI - FINANZIARIA INDUSTRIALE to be held at the Law Firm Gianni & Origoni in Milan, Piazza Belgioioso 2, on 24 October 2022 at 3:00 p.m. on first call, and, if necessary, on 25 October 2022 at 3:00 p.m., same place, on second call, and on 26 October 2022 at 3:00 p.m., same place, on third call, as set forth in the notice of the bondholders' meeting published on the Company's website at www.trevifin.com, under the section "Governance/Bondholders' Meeting" on 23 September 2022, and, in abridged form, in the Italian daily newspaper "Corriere della Sera" . The party appointed as representative may only act as proxy in compliance with Article 135-undecies of the TUF.
The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (by 11:59 p.m. of 20 October 2022 on first call , by 11:59 pm of 21 October 2022 on second call or by 11:59 pm of 22 October on third call). The proxies and voting instructions may be revoked within the same deadline.
Declaration of the Appointed Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a vote different from that indicated in the instructions.
Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
Complete with the information requestedat the bottom of the form (§)
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PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
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(to be filled in with information regarding any further communications relating to deposits)
DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES
to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;
that there are no causes of incompatibility or suspension of the exercise of the right to vote.
AUTHORIZE Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the attached disclosure.
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(Place and Date) *
(Signature)*
intended for the Appointed Representative only - Tick the relevant boxes
(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________
Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Bondoholders' Meeting of TREVI - FINANZIARIA INDUSTRIALE to be held to be held at the Law Firm Gianni & Origoni in Milan, Piazza Belgioioso 2, on 24 October 2022 at 3:00 p.m. on first call, and, if necessary, on 25 October 2022 at 3:00 p.m., same place, on second call, and on 26 October 2022 at 3:00 p.m., same place, on third call.
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(Place and Date) *
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INSTRUCTIONS FOR THE FILLING AND SUBMISSION
PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting (by 11:59 p.m. of 20 October 2022 on first call , by 11:59 pm of 21 October 2022 on second call or by 11:59 pm of 22 October on third call) with:
by one or other of the following two methods:
N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at the following telephone number (+39) 02.33635810 (during open office hours from 9:00 a.m. to 5:00 p.m.).
1.1 This Privacy Policy explains how Monte Titoli S.p.A., a company of the Euronext Group (as defined below) having its registered office in Piazza degli Affari 6, Milano ("Monte Titoli" or "we", "us" or "our"), acting in its capacity of data controller, collects information from you when you or a company with which you are connected:
1.1.1 use our products or services;
1.1.2 subscribe for alerts or newsletters from Monte Titoli;
1.1.3 apply for the participation to the services managed by Monte Titoli;
1.1.4 provide us information by filling in forms.
1.2 As outlined below, the modalities of processing of your Personal Information (as defined below) will change depending on the applicable purpose of processing above.
1.3 Please read this Privacy Policy carefully and re-visit this page from time to time to review any changes that may have been made. This Privacy Policy shall not apply to information processed by this website. For more information, please read the relevant privacy statement available here.
1.4 Your data controller will be Monte Titoli that will process any Personal Information (as defined below) we collect about you in accordance with applicable data protection laws. Monte Titoli is part of the Euronext Group ("Euronext Group") which consist of Euronext N.V, a Dutch holding company, located at Beursplein 5, 1012 JW, Amsterdam, the Netherlands, and its affiliated companies.
1.5 In the event of any conflict between this Privacy Policy and the terms of a contract you have with us, the relevant provision of that contract shall prevail. Nothing in this Privacy Policy shall apply to the extent that it is incompatible with applicable data protection laws.
1.6 Effective Date: 29 April 2021
2.1 "Personal Information" refers to information which does or is capable of identifying you as an individual. Monte Titoli will process the Personal Information provided in connection with the products, services and activities of paragraph 1.1 above, including the following data:
2.1.6 corporate contact details (including business "direct dial" or office address);
2.1.7 date of birth (for instance, where you hold a regulated position in respect of a listed company);
2.1.8 financial information (where necessary to conclude services contracts with you);
2.1.9 your photograph;
2.1.10 career history, professional background and other CV related information (for example, where you provide this to us in connection with an application to be a qualified advisor);
2.2 We will only collect information that is necessary for us to provide you with the product or service that you have requested. The type of information that we may collect will depend upon the nature of that service or product.
3.1 The following is an overview of Monte Titoli's purposes for processing Personal Information.
Please remember that additional information may be provided to you in a separate notice, or in our terms and conditions. In addition to 1.5, in the event of any conflict between any separate notice and our terms and conditions, our terms and conditions shall take precedence.
3.2 The purposes for which we process your Personal Information are to:
3.2.1 provide you with specific services in accordance with a contract you are entering, or have entered into with us;
3.2.2 register you for client services;
3.2.3 onboard you as a client and to carry out background and screening checks (for instance, where your firm applies for membership of a service provided by Monte Titoli);
3.2.4 compile and maintain files on prospective and current directors and qualified advisors, and to carry out background and screening checks on the same, in order to comply with regulatory requirements;
3.2.5 carry out regulatory reporting when required by the type of service provided by Monte Titoli;
(the purposes above are jointly defined as the "Mandatory Purposes");
3.2.6 provide you with newsletters or alerts where you have signed-up for these;
3.2.7 conduct market research surveys, where you choose to participate in these;
3.2.8 run competitions to which you registered;
PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
3.3 Your Personal Information may be processed either electronically or in hard copy form, both inside and outside the EU and the EEA, in accordance with Section 5. We may send you direct marketing communications. Where these are electronic communications (email or telephone) we will have obtained your prior consent. In limited circumstances, where we have obtained your explicit prior consent, we may send you marketing communications in relation to carefully selected and relevant third party partners, whose products and services may be of interest to you. You may opt out of certain kinds of marketing, or all forms of marketing, by emailing us at the following address: [email protected]. Alternatively, you can click on the "opt-out" link provided in all our marketing emails.
3.4 The processing of your Personal Information for the Mandatory Purposes is necessary for the performance of the products and/or services offered by Monte Titoli. If you do not want to have your Personal Information processed for such purposes, you shall not use the products/services provided by Monte Titoli, but in such case you will not be able to use them. The processing of your Personal Information for the Marketing Purposes is discretionary and subject to your prior consent. In case of lack of consent from you, you will not be able to receive the communications and participate to the initiatives referred above.
4.1 We may share your Personal Information within the Euronext Group, both inside and outside the European Economic Area as mentioned in Section 5, in order to provide you with our services. Access to your Personal Information is limited to those employees, agents and contractors of the Euronext Group who need access to it in order to provide you with our services; to communicate with you (including, with your prior consent, to send you marketing communications); and to carry out legal or regulatory obligations.
4.2 We may also employ the services of third party service providers located both inside and outside the European Economic Area as mentioned in Section 5 to help us in certain areas, such physical security, marketing and market research. Where third party service providers receive your information we will remain responsible for the use of your Personal Information. We take appropriate steps to ensure that such third parties treat your Personal Information with the same consideration that we do.
4.3 We may from time to time be required to disclose your Personal Information to law enforcement bodies, regulators, agencies or third parties under a legal requirement or court order. We act responsibly and take account of your interests when responding to any such requests.
5.1 We are an international organisation, with businesses both inside and outside of the European Economic Area ("EEA"), in particular in USA third party service providers who handle data on our behalf may be based in locations around the world, and we may also be subject to scrutiny from courts or regulators in a number of different jurisdictions. For these reasons, your Personal Information may be transferred to other countries both inside and outside of the EU and the EEA. As privacy laws in other countries may not be equivalent to those in your home country, we only make arrangements to transfer data overseas where we are satisfied that adequate levels of protection are in place to protect any information held in that country or that the service provider acts at all times in compliance with applicable privacy laws. Where required under applicable laws we will take measures to ensure that Personal Information handled in other countries will receive at least the same level of protection as it is given in your home country, for instance by entering into contracts incorporating the European Commission approved model contract clauses.
6.1 Your Personal Information are processed by electronic and non-electronic means for the time strictly necessary to achieve the objectives for which that information has been collected. Monte Titoli implements appropriate technical and organizational measures so as to prevent losses and illegal or incorrect use of data, or non-authorized access.
7.1 We will retain your Personal Information for as long as is reasonably necessary for the purposes listed in Section 3 above. In particular:
• Personal Information collected for the Mandatory Purposes are retained for the period necessary to the provision of the required product or service, plus a maximum of 10 years from the termination of the services;
• Personal Information collected for the Marketing Purposes are retained for the period necessary to the provision of the required product or service and for the following 2 years; At the end of the retention period your Personal Information will be either deleted or anonymized and aggregated.
7.2 However, in some circumstances we may retain Personal Information for longer periods of time, for instance where we are required to do so in accordance with legal, tax or accounting obligations. In specific circumstances also we may also retain your Personal Information for longer periods of time so that we have an accurate record of your dealings with us in the event of any complaints or challenges.
8.1 We will hold your Personal Information securely whilst it is under our control, including where it is processed by third party service providers on our behalf. We train our employees in respect of their obligations under data protection laws, and we ensure that only relevant Monte Titoli employees, contractors and agents have access to your Personal Information.
8.2 We take the security of our physical premises and our servers seriously and we will take all appropriate technical measures using recognized security procedures and tools in accordance with good industry practice to protect your Personal Information across all of these platforms.
9.1 Subject to applicable law, you may have some or all of the following rights in respect of your
Personal Information:
9.1.1 to obtain a copy of your Personal Information together with information about how and on what basis that Personal Information is processed;
PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
9.1.2 to rectify inaccurate Personal Information (including the right to have incomplete Personal Information completed);
9.1.3 to erase your Personal Information (in limited circumstances, where it is no longer necessary in relation to the purposes for which it was collected or processed);
9.1.4 to restrict processing of your Personal Information where:
9.1.4.1 the accuracy of the Personal Information is contested;
9.1.4.2 the processing is unlawful but you object to the erasure of the Personal Information;
9.1.4.3 we no longer require the Personal Information but it is still required for the establishment, exercise or defense of a legal claim
9.1.5 to challenge processing which we have justified on the basis of a legitimate interest (as opposed to your consent, or to perform a contract with you);
9.1.6 to prevent us from sending you direct marketing;
9.1.7 to withdraw your consent to our processing of your Personal Information (where that processing is based on your consent);
9.1.8 to object to decisions which are based solely on automated processing or profiling.
9.1.9 In addition to the above, you have the right to lodge a complaint with the supervisory authority. In the Italy there is the Garante per la protezione dei dati personali.
9.1.10 If you wish to investigate the exercising of any of these rights, please contact us using the details set out below. You can exercise the rights mentioned above through the modalities set out in Section 11 below.
10.1 Any changes we make to this Privacy Policy will be notified in advance and detailed on this page in order to ensure that you are fully aware of what Personal Information is collected, how it is used and under what circumstances it will be disclosed.
11.1 Your data controller will be Monte Titoli S.p.A. In all cases, if you have any complaints or queries relating to the processing of your Personal Information by any member of Monte Titoli, or to exercise any rights in respect of your Personal Information, you should contact us in one of the following ways:
By post: Monte Titoli S.p.A.
Legal Department - Piazza degli Affari, 6 - 20123, Milano
By email: [email protected]
Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.
Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.
The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.
Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.
If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.
Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.
In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
a)has sole or joint control of the company, or is controlled or is subject to joint control by that company;
f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.
This article shall also apply in cases of share transfer by proxy.
MONTE TITOLI S.p.A.
Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.
Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.
The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.
By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.
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