AGM Information • Sep 23, 2022
AGM Information
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Registered Office: Cesena (FC), Via Larga 201 Share capital: Euro 97,475,554.00 fully paid-up Forlì - Cesena Register of Companies, Tax Code and VAT No. 01547370401 Forlì - Cesena Chamber of Commerce Business Register [REA] No. 201,271 Website: www.trevifin.com
The holders of bonds (the "Bondholders") of the non-convertible bond issue called «TREVI-FINANZIARIA INDUSTRIALE S.P.A. 2014 – 2024» ISIN CODE IT0005038382 issued by TREVI – Finanziaria Industriale S.p.A. (the "Company") are hereby called to the meeting (the "Meeting") 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, to discuss and resolve on the following:
1) Proposal to amend the Bond Issue Regulations as part of the Trevi Group's overall project of capital strengthening and debt restructuring. Resolutions thereon.
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Pursuant to Art. 127-ter of the Italian Consolidated Law on Finance, the Bondholders may submit questions on the items on the Agenda even prior to the Meeting, by sending them in writing to the registered office of the Company or by e-mail to the certified e-mail address [email protected] before 17 October 2022. The Company will reply to the questions received before the Meeting, or at the latest, during the Meeting itself. The Company may provide a single reply to questions with the same content.
For further details on the right to submit questions prior to the Meeting and on how to exercise it, reference should be made to the website www.trevifin.com, under the section "Governance/Bondholders' Meeting".
Pursuant to Art. 126-bis of the Italian Consolidated Law on Finance, Bondholders, who individually or jointly account for one fortieth of issued and outstanding bonds, may ask for the integration of the items on the Agenda, specifying in the request the additional item they propose or presenting proposed resolutions on items already
on the Agenda.
Such requests shall be submitted in writing, by registered letter with return receipt addressed to the registered office of the Company, to the attention of the Board of Directors, or by certified e-mail at [email protected], within ten days from the publication of this notice of call.
What follows shall also be delivered in the same manner and by the deadline for submitting the integration request:
Integrations to the Agenda or the submission of further proposed resolutions on items already on the Agenda are disclosed by the Company in the same ways as provided for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the Meeting.
In any case, the Bondholder with voting right may individually present proposed resolutions at the Meeting. Further details on how to exercise the aforementioned rights can be found on www.trevifin.com, under the section "Governance/Bondholders' Meeting".
Pursuant to Art. 83-sexies of the Italian Consolidated Law on Finance, those with voting right are entitled to attend the Meeting and to exercise their vote. The entitlement to attend the Meeting and exercise the voting right is certified by a notice issued to the Company - to be received within the time limits provided for the applicable regulations - by the authorised intermediary in accordance with his/her accounting records, on behalf of the party holding the voting right, and based on the evidence recorded at the end of the seventh trading day prior to the date set for the Meeting on first call, i.e.; 13 October 2022 (the "Record date"). Therefore, any person who become a holder of bonds after that date will not have the right to attend the Meeting and exercise the voting right.
The notice from the intermediary shall be received by the Company by the end of the third trading day prior to the date set for the Meeting on first call and, therefore, by 19 October 2022. Should such notices arrive after 19 October 2022, bondholders shall be entitled to attend the Meeting and exercise their voting right provided that notices are received before the start of the meeting proceedings of the single call. There are no procedures for voting by correspondence or by electronic means.
Those entitled to vote pursuant to the applicable regulatory provisions may be represented at the Meeting by proxy, in compliance with the applicable law provisions.
To this end, each Bondholder with the voting right may grant a proxy to a delegate of his/her choice by using the sample copy available at the registered office of the Company or on the website www.trevifin.com, under the section "Governance/Bondholders' Meeting".
The proxy duly filled out can be forwarded to the Company (i) by ordinary post to the address Via Larga 201, 47522 - Cesena (FC), or (ii) by certified e-mail to the address [email protected].
It is hereby specified that such prior sending and/or notice does not exempt the delegate, when accrediting to the meeting proceedings, from the obligation to certify that the notified copy is a true copy of the original as well as the identity of the delegating party.
For the Meeting referred to in this notice, the Company has appointed Monte Titoli S.p.A. as "Appointed Representative" to which the person entitled to vote may grant proxies free of charge. The proxy has no effect with regard to proposals on the Agenda for which no voting instructions have been given.
The proxy shall be granted by signing, with a handwritten signature or with a qualified electronic signature or ature, in compliance with the current legislation, the specific form available on the Company's website at www.trevifin.com, under the section "Governance/Bondholders' Meeting" or in paper format at the Company's registered office.
The proxy form with the relevant voting instructions must be received, in original, by Monte Titoli by the end of the second trading day preceding the date set for the Shareholders' Meeting, i.e. by 11:59 p.m. on 20 October 2022 (or 21 October 2022 if on second call, or 22 October 2022 if on third call) together with:
copy of a currently valid identity document of the delegating party or
where the delegating party is a legal person, a copy of a currently valid identity document of the pro tempore legal representative or of another person with appropriate powers, together with appropriate documentation attesting to the latter's qualification and powers, by means of one of the following alternatives:
i) transmission of an electronically reproduced copy (PDF) to the certified mail address [email protected] (subject: "Proxy of the TREVIFIN MEETING OTTOBER 2022") from one's own certified mailbox (or, failing that, from one's own mailbox of the electronic document signed with a qualified or digital electronic signature);
For any clarifications concerning the granting of proxy (and in particular concerning the filling in of the proxy form and the Voting Instructions and their transmission) the persons entitled to participate in the Shareholders' Meeting may contact Monte Titoli S.p.A. by e-mail at [email protected] at (+39) 02.33635810 during the open office days, from 9:00 a.m. to 5:00 p.m.
The proxy and voting instructions may be revoked within the same time limit.
The report on the item on the Agenda, the full text of the proposed resolution and the documents submitted to the Meeting will be made available to the public, together with additional documents provided for by law, at the registered office of the Company, at the centralised storage mechanism E Market Storage and on the Company's website at www.trevifin.com, under the section "Governance/Bondholders' Meeting", under the terms set out in current legislation; Bondholders are entitled to obtain a copy thereof.
The subscribed and paid-up share capital amounts to Euro 97,475,554.00 and is made up of 150,855,693 shares without nominal value.
The bond issue «Trevi-Finanziaria Industriale S.p.A. 2014 – 2024» was issued on 28 July 2014 for a total nominal amount of Euro 50,000,000 by issuing 500 bonds with nominal value equal to Euro 100,000 each. The Company does not hold any own bonds to date.
This notice of call is published on the italian newspaper "Corriere della Sera" of 23 September 2022 in the form of an excerpt, on the website of the Company www.trevifin.com under the section "Governance/Bondholders' Meeting" and on the centralised storage mechanism E Market Storage .
For any further information, please contact the Investor Relations Office of the Company at the following telephone number 0547 319411 or at the following e-mail address [email protected].
Cesena, September 23, 2022 TREVI – Finanziaria Industriale S.p.A. The Chief Executive Officer Giuseppe Caselli
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