Proxy Solicitation & Information Statement • Mar 11, 2022
Proxy Solicitation & Information Statement
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In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27 and as last extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law no. 15/22, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form
Declaration of the Appointed Representative - Spafid declares that it has no own interest in the proposed resolutions being voted upon. However, in view of (i) the contractual relations existing between SPAFID and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, as well as (ii) the existence of fiduciary mandates by virtue of which Spafid could hold participations in the Company on behalf of its customers, on a fiduciary basis, in relation to which it will exercise the right to vote at the Shareholders' Meeting on the basis of specific instructions issued by the fiduciaries in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Spafid expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Spafid will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Spafid will not vote for such items.
With reference to the Ordinary General Meeting of MONCLER S.p.A. to be held at the offices of Moncler S.p.A. in Milan (Italy), at Via Andrea Solari no. 33, 21 April 2022, at 2:00 p.m., on single call, as set forth in the notice of the shareholders' meeting published on the Company's website at http://www.monclergroup.com, in "Governance/Documents and procedures" Section on March 11, 2022, and, in abridged form, in the Italian daily newspaper "Milano Finanza" on March 12, 2022 and having regard to the Reports on the items on the Agenda made available by the Company(§)
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 requested at the bottom of the form (§)
| I, the undersigned (party signing the proxy) | (Name and Surname) (*) |
|
|---|---|---|
| Born in (*) | On (*) | Tax identification code or other identification if foreign (*) |
| Resident in (*) | Address (*) | |
| Phone No. (**) |
Email (**) | |
| Valid ID document (type) (*) (to be enclosed as a copy) |
Issued by (*) | No. (*) |
(§)The Company will process the personal data in accordance with the information attached. . (*) Mandatory. (**) It is recommended to fill.
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| in quality of (tick the box that interests you) (*) | ||||
|---|---|---|---|---|
| shareholder with the right to vote pledge |
OR IF DIFFERENT FROM THE bearer usufructuary custodian |
SHARE HOLDER legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed) manager other (specify) ……………………………………………………………………………………………… |
||
| (complete only if | Name Surname / Denomination (*) | Tax identification code or other identification if foreign (*) | ||
| the shareholder is different from the proxy signatory) |
Born in (*) | On (*) | ||
| Registered office / Resident in (*) | ||||
| Related to | ||||
| No. (*) _______ shares ISIN - IT0004965148 |
Registrated in the securities account (1) n. _______ | at the custodian __ ABI _____ CAB | _____ | |
| referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. | ________ | Supplied by the intermediary: ________ |
(to be filled in with information regarding any further communications relating to deposits)
DELEGATES/SUB DELEGATES SOCIETÀ PER AMMINISTRAZIONI FIDUCIARIE SPAFID S.P.A. ("SPAFID"), with registered office in Milan, Tax Code no. 00717010151, to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
that he/she/it is aware that the proxy to the Appointed Representative might contain voting instructions even only in respect of some resolution proposals in the agenda and that in this case, the vote shall be expressed for the sole proposals in respect of which instructions have been granted;
to have requested from the custodian the communication for participation in the Meeting as indicated above;
that there are no reasons for incompatibility or suspension of the exercise of voting rights;
(in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.
AUTHORIZE Spafid and the Company to the treatment of his/her/its personal data for the purposes and under the terms and conditions specified in the attached information document.
| | ||
|---|---|---|
| (Place and Date) * |
(Signature) * |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
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 Spafid to vote in accordance with the voting instructions given below at Ordinary General Meeting of MONCLER to be held at the offices of Moncler S.p.A. in Milan (Italy), at Via Andrea Solari no. 33, on 21 April 2022, at 2:00 p.m., on single call.
1. Financial Statements for the fiscal year as of December 31, 2021 and allocation of the Fiscal Year profits:
1.1 approval of the Financial Statements for the fiscal year as of December 31, 2021 accompanied by the Management Report of the Board of Directors, the Report of the Board of Statutory Auditors and the Report of the Auditing Firm. Presentation of the Consolidated Financial Statements as of December 31, 2021. Presentation of the Consolidated non-Financial Statements prepared in accordance with Legislative Decree no. 254/16; Related and consequent resolutions;
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
||
|---|---|---|---|---|---|---|
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||
| Tick only one box | Modify the instructions (express preference) | |||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 1.2 | allocation of the results of the Fiscal Year. Related and consequent resolutions. | |||||
|---|---|---|---|---|---|---|
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||
| Tick only one box | Modify the instructions (express preference) | |||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
2. Report on the policy regarding remuneration and fees paid of Moncler, drawn up pursuant to Art. 123-ter, of the Legislative Decree of February 24, 1998 no. 58 and of Art. 84-quater of Consob Regulation No. 11971/1999:
2.1 Binding resolution on the first section relating to the remuneration policy, drawn up pursuant to Art. 123-ter, paragraph 3, of the Legislative Decree of February 24, 1998 no. 58; Related and consequent resolutions;
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
||
|---|---|---|---|---|---|---|
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||
| Tick only one box | Modify the instructions (express preference) | |||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
||
|---|---|---|---|---|---|---|
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||
| Tick only one box | Modify the instructions (express preference) | |||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
3. Authorization to the purchase and disposal of treasury shares pursuant to Artt. 2357, 2357-ter of the Italian Civil Code, Art. 132 of the Legislative Decree no. 58/1998 and Art. 144-bis of the CONSOB Regulation adopted with Resolution no. 11971 of May 14, 1999, after revocation, for the portion not implemented, of the resolution on the authorization approved by the ordinary Shareholders' Meeting on April 22, 2021. Related and consequent resolutions.
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
|||
|---|---|---|---|---|---|---|---|
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | |||||||
| Tick only one box | Modify the instructions (express preference) | ||||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | Tick only one | In Favour |
Against |
Abstain |
||||
|---|---|---|---|---|---|---|---|---|
| (Shareholders' name) _____ | box | |||||||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||||
| Tick only one box | Modify the instructions (express preference) | |||||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
| (Shareholders' name) _____ | Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | Tick only one box |
In Favour |
Against |
Abstain |
|
|---|---|---|---|---|---|---|
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||
| Tick only one box | Modify the instructions (express preference) | |||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 4.3 Appointment of the members of the Board of Directors; |
|||||||
|---|---|---|---|---|---|---|---|
| Indicate the number of the chosen list or against / abstained with reference to all the lists | Tick only one box | List No. _____ |
Against |
Abstain |
|||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | |||||||
| Tick only one box | Modify the instructions (express preference) | ||||||
| confirms the instructions revokes the instructions |
In Favour : _________ |
Against |
Abstain | ||||
| 4.4 Appointment of the Chairman; |
|||||||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____ |
Tick only one box |
In Favour |
Against |
Abstain |
|||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | |||||||
| Tick only one box Modify the instructions (express preference) |
|||||||
| confirms the instructions revokes the instructions |
In Favour : _________ |
Against |
Abstain | ||||
| 4.5 Appointment of the Vice Chairman; |
|||||||
| Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) (Shareholders' name) _____ |
Tick only one box |
In Favour |
Against |
Abstain |
|||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | |||||||
| Tick only one box | Modify the instructions (express preference) | ||||||
| confirms the instructions revokes the instructions |
In Favour : _________ |
Against |
Abstain |
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
| 4.6 | Determination of the remuneration of the members of the Board of Directors. | |||||||
|---|---|---|---|---|---|---|---|---|
| (Shareholders' name) _____ | Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | Tick only one box |
In Favour |
Against |
Abstain |
|||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||||
| Tick only one box | Modify the instructions (express preference) | |||||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain | ||||
| 5. Incentive plan on ordinary shares of Moncler S.p.A., named "Performance Shares Plan 2022", reserved to executive directors, employees and/or collaborators and/or consultants of Moncler and of its subsidiaries. Related and consequent resolutions. |
||||||||
| Proposal of the Board of Directors | Tick only one box |
In Favour |
Against |
Abstain |
||||
| If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting | ||||||||
| Tick only one box | Modify the instructions (express preference) | |||||||
| confirms the instructions | revokes the instructions | In Favour : _________ |
Against |
Abstain |
(Place and Date) * (Signature) *
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:
Tick only one box In Favour Against Abstain
(Place and Date) * (Signature) *
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
___________________________________________________________________________________________________________________________________________________________________
The proxy with the relating voting instructions shall be received together with:
(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)
by one of the following alternative 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 Spafid S.p.A. by email to the following address [email protected] or by phone at the following telephone numbers (+39) 02.80687319 – 02.80687335 (during open office hours from 9:00 a.m. to 5:00 p.m.).
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
Pursuant to Regulation EU 2016/679 (hereinafter "GDPR Regulation" or "GDPR") and current national legislation on data protection (hereinafter, together with GDPR, "Privacy Legislation"), Spafid S.p.A. with registered office in Milan, Via Filodrammatici 10 (hereinafter the "Company" or "the Controller") as data controller, is required to an information notice on the use of personal data.
All personal data are processed, in compliance with legal provisions and privacy obligations, for activities strictly connected and necessary for the following purposes: (i) purposes that are strictly connected and functional to the execution of contractual obligations, arising from the mandate conferred by the Delegator (or his representative) to the Appointed Representative, concerning representation at the Shareholders' Meeting and the expression of the vote; (ii) purposes connected with law obligations, regulations, European laws, and instructions from competent Authorities or Supervisory and control or bodies. The provision of personal data for such purposes is mandatory. Failure to provide your data will make it impossible for the Company to allow the delegate to participate in the Shareholders' Meeting.
Legal ground is compliance with laws, execution of contractual obligations or express consent of the data subject.
The processing of your personal data will take place in compliance with the provisions of the Privacy Law, by means of paper, computer or telematic tools, with logic strictly related to the purposes indicated and, in any case, with methods suitable to guarantee security and confidentiality in accordance with the Privacy Law.
In relation to the purposes described above, the Company processes Your personal data (such as i.e. name, surname, address, telephone number, email address, date of birth, identity card, fiscal code, nationality).
In order to achieve the purposes listed under letter a), Your personal data will be communicated to the Company employees acting as autorhized encharged of processing. Moreover, your data may be communicated to: a) other Group companies and to subjects that provide support services for the execution of the contract; b) the Issuer of financial instruments in relation to which proxy is conferred, for the fulfilments inherent to representation in the shareholders' meeting and the expression of the vote, the recording and updating of the shareholders' register; c) other subjects, in fulfilment of an obligation of law, regulation or Community legislation, or on the basis of provisions given by Authorities legitimated to do so by law or by supervisory and control bodies. A full and updated list of Group Companies and/or third parties that might receive Your personal data is available at www.spafid.it - "Privacy" section. Your personal data might be transmitted outside the European Union only following an adequacy decision by the European Commission or in presence of adequate safeguards under Privacy Regulation (including binding corporate rules and standard data protection clauses).Personal data processed by the Company are not subject to dissemination.
In accordance with the principles of proportionality and necessity, personal data will be stored in a form that allows the data subject identification for a period of time not exceeding the achievement of the purposes for which they where processed, therefore taking into account:
the need to continue to retain personal data collected for the purpose of offering the services agreed with the user or protecting the legitimate interest of the Controller, as described in the abovementioned purposes,
the existence of specific regulatory or contractual obligations that require data processing and retention for specific periods of time. The Company adopts reasonable measures to guarantee that incorrect personal data are corrected or deleted.
Data subjects have the right at any time to obtain from the Controller confirmation as to whether personal data concerning him or her are being processed, and to know the content and source, verify their accuracy or request their integration or update, or correction (artt. 15 and 16 of GDPR).Moreover, data subjects have the right to request erasure, restriction of processing, withdrawal of consent, data portability and to complain with the supervisory authority and to oppose themselves in any case, on legitimate grounds, to their processing (art. 17 et seq. of GDPR). These rights may be exercised by written communication accompanied by a valid identity document of the person concerned to be sent to: privacy\[email protected]. The Controller, directly or through designated units, shall process your request and provide you, without undue delay, with the information on the action taken in respect of your request.
The data controller is Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquarters at 10, Via Filodrammatici, Milan. Spafid has designated the Group's Data Protection Officer as the Data Protection Officer. The Data Protection Officer may be contacted at the following addresses:
• [email protected] Società per Amministrazioni Fiduciarie
" SPAFID" S.p.A.
PROXY/SUB-PROXY FORM TO THE APPOINTED REPRESENTATIVE FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING pursuant to article 135-novies of Legislative Decree No. 58/1998
Pursuant to EU Regulation 2016/679 (hereinafter, "GDPR Regulation" or "GDPR") and the current national legislation on the protection of personal data (hereinafter, together with the GDPR, "Privacy Law"), Moncler S.p.A. (hereinafter, the "Company" or the "Data Controller"), acting as Data Controller, is required to provide the delegated party and the delegating party (hereinafter, jointly referred to as "Data Subjects") with information regarding the process of their personal data.
In order to enable the Shareholders to attend the Shareholders' Meeting, also by virtue of proxy, the Company collects and processes the personal data provided in the proxy and the information relating to the place of birth, address of residence and tax code of the delegated party and the information relating to the place of birth, residence address, tax code, ID document and voting rights in the Shareholders' Meeting of the delegating party (hereinafter, jointly referred to as "Personal Data").
All Personal Data are collected and processed, in compliance with the legal provisions and confidentiality obligations, for the purposes of verifying the proper constitution of the Shareholders' Meeting, verifying the identity and entitlement of those who are attending it, as well as the execution of further compulsory corporate obligations and formalities and Shareholders' Meeting obligation and formalities. The provision of data for such purposes is mandatory. Failure to provide data may result in in non-admission to the Shareholders' Meeting.
The legal basis is the compliance with a legal obligation (art. 2370 c.c. et seq.) and the related and consequent requirements by the Data Controller.
Personal Data are processed, in compliance with the provisions of the Privacy Law, by paper-based, computer or electronic means, with methods strictly related to the indicated purposes and, in any case, with appropriate methods to ensure their security and confidentiality in accordance with the Privacy Law.
In order to achieve the purposes described in point b) above, the Company's employees who will act as persons authorized to the processing have access to Personal Data. In addition, Personal Data may be communicated to:
a) the entities to whom the communication is required for the compliance with legal and/or regulatory obligations and/or those deriving from EU legislation (taking into account that the Company is listed on a regulated market and, therefore, is subject to additional requirements and information obligations);
b) the company Spafid S.p.A. which is acting as Data Processor;
c) other third-party suppliers which provide services to the Company and which are authorized by the Company, if necessary, to act as Data Processor.
The list of subjects to whom the Personal Data are communicated can be asked by sending an email to: [email protected].
All Personal Data are stored, together with the documents produced during the Shareholders' Meeting, by the Company in order to document what has been transcribed in the minutes. In compliance with the principles of proportionality and necessity, Personal Data will be stored in a form that allows to identify the Data Subjects for a period of time not exceeding the fulfilment of the purposes for which they are processed and, in any case, no longer than ten years.
Data Subjects have the right, at any time, to obtain confirmation as to whether or not such data exist and to be informed of their content and source, to verify their accuracy or to request them to be completed, updated or rectified (Articles 15 and 16 of the GDPR).
In addition, Data Subjects have the right to request the erasure and restriction to processing.
The rights listed above can be exercised by sending a written communication to: [email protected].
The Data Controller, also through the designated units, shall take charge of the request and provide, without undue delay, information relating to the action taken in relation to the same. In the event that the processing of Personal Data is in violation of the provisions set forth by the GDPR, Data Subjects have the right to lodge a complaint to the Italian Data Protection Authority (the "Garante per la protezione dei dati personali"), by using the contact details available on the website www.garanteprivacy.it, or to bring an action before the appropriate courts. h) Data Controller and Data Protection Officer
The Data Controller is Moncler S.p.A, with legal office in Milan, Via Stendhal 47.
The Company has appointed a Data Protection Officer that may be contacted at the following address: [email protected].
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