Proxy Solicitation & Information Statement • Apr 13, 2021
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 extended by effect of paragraph 6 of art. 3, D.L. 183/2020, as converted with modifications by Law 26th February 2021 no. 21, 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.
With reference to the Ordinary and Extraordinary General Meeting of CAREL INDUSTRIES S.p.A. (hereinafter the "Company" or "Carel Industries"),to be held in Brugine (PD), Via dell'Industria 11, on 20th April 2021, in single call, at 11 a.m., as set forth in the notice of the shareholders' meeting published on the Company's website at www.carel.com, in the section "Investor Relations/Shareholders' Meetings" on 11 March 2021 and, in abridged form, in the Italian daily newspaper "Il Sole 24Ore" and having regard to the Reports on the items on the Agenda made available by the Company
| with this form | |||||||
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| I, the undersigned (party signing the proxy) | Name(*) | 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 (*) | |||||
| in quality of (tick the box that interests you)( | *) | ||||||
| delegate or attorney with sub-delegation powers legal representative (copy of the documentation of the powers of representation to be enclosed) party with the right to vote pledgee bearer usufructuary custodian manager other (specify) ……………………………………………………………………………………………… |
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| Shareholder | Name Surname/Denomination: (*) | ||||||
| (if different) | Born in (*) | on (*) | Tax identification code or other identification if foreign (*) | ||||
| Registered office /Resident in (*) | |||||||
| related to | |||||||
| n. () n. () |
Carel Industries shares.- ISIN __ Carel Industries shares- ISIN __ |
Registered in the securities account ( | 1) No. |
At the custodian | ABI | CAB | |
| referred to the communication (pursuant to Article 83-sexies of D.Lgs. 58/98) ( 2) No. supplied by the intermediary: |
Appoints/sub appoints Società per Amministrazioni Fiduciarie SPAFID S.p.A. ("Spafid"), with registered office in Milan, Tax Code no. 00717010151, to attend and represent him/her/it at the Shareholders' Meeting. The undersigned also declares that the voting right will be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegating party.
(Place and Date)
* (Signature) *
The proxy form with the relative voting instructions must be received by Spafid by 12 a.m. on Monday 19th April 2021 (it being understood that the Appointed Representative may accept the proxies and / or instructions even after the aforementioned deadline and before the opening of the works shareholders' meetings). The proxy and the voting instructions can be revoked within the same term.
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.
(§) The Company will process the personal data of the parties concerned in accordance with the attached information. (*) Mandatory (**) It is recommended to fill in order to better assist the delegating party.
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.
| VOTING INSTRUCTIONS (intended for the Delegate only - Tick the relevant boxes) |
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| The undersigned (3) (name and surname / denomination of the holder of the right to vote only if different) |
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| Hereby appoints Spafid | to vote in accordance with the voting instructions given below in relation to the Extraordinary and Ordinary General Meeting of Carel Industries to be held on 20th April |
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| 2021, in single call, at 11:00 a.m |
| 1. Proposed amendments to Articles 17 and 23 of the Company's Bylaws in compliance with Budget Law 160/2019 containing provisions on gender quotas in the management and control bodies of listed companies; related and consequent resolutions |
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|---|---|---|---|---|---|
| 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 | ||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour: _________ | |||||
| revokes the instructions | Against | ||||
| Abstain |
1. Approval of the Financial Statements at 31 December 2020 and presentation of the CAREL Group Consolidated Financial Statements at 31 December 2020. Allocation of the result for the financial year.
| 1.1 Approval of the Financial Statements at 31 December 2020; 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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour: _________ | ||||||
| revokes the instructions | Against | |||||
| Abstain |
| 1.2 Allocation of the result for the financial year; related and consequent resolutions |
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|---|---|---|---|---|---|---|---|
| Proposal of the Board of Directors box |
Tick only one | 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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour: _________ | |||||||
| revokes the instructions | Against | ||||||
| Abstain |
| 2. Appointment of the Board of Directors; related and consequent resolutions | |||||
|---|---|---|---|---|---|
| 2.1 Determination of the number of members of the Board of Directors | |||||
| 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 | |||||
| confirms the instructions | Modify the instructions (express preference) |
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| revokes the instructions | In favour: _________ Against Abstain |
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| 2.2 Determination of the term of office of the Board of Directors |
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| 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 | |||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour: _________ |
revokes the instructions
Against Abstain
| 2.3 Appointment of the members of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| Tick only one box |
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| Please indicate the number of the chosen list or against / abstained with reference to all the lists | List no. 1 |
List no. 2 |
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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| List no.: _________ | ||||||
| revokes the instructions |
Against | |||||
| Abstain |
| 2.4.a Appointment of the Chairman of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| Proposal presented by the Shareholders Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a |
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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour. ___ | ||||||
| revokes the instructions | Against | |||||
| Abstain |
| 2.4.b Appointment of the Vice-Chairman of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| Proposal presented by the Shareholders Luigi Rossi Luciani S.a.p.a. and Luigi Nalini S.a.p.a 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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| In favour: _________ | ||||||
| revokes the instructions | Against | |||||
| Abstain |
| 2.5 Determination of the remuneration of the members of the Board of Directors | ||||||
|---|---|---|---|---|---|---|
| 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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
|||||
| In favour: _________ | ||||||
| revokes the instructions | Against | |||||
| Abstain |
| 3.1 Appointment of three Standing Auditors and two Alternate Auditors |
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|---|---|---|---|---|---|---|
| Tick only one box |
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| Please indicate the number of the chosen list or against / abstained with reference to all the lists | List no. 1 |
List no. 2 |
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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
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| revokes the instructions | List no.: _________ Against Abstain |
| 3.2 Appointment of the Chairman of the Board of Statutory Auditors | |
|---|---|
| auditors elected from the minority list. | Item not put to the vote: pursuant to Article 23 of the Articles of Association, the Chairman of the Board of Statutory Auditors is appointed from among the standing |
| If circumstances occur which are unknown or in the event | of a vote on amendments or additions to the resolutions submitted to the meeting |
| confirms the instructions | Modify the instructions (express preference) |
| In favour: _________ | |
| revokes the instructions | Against |
| Abstain |
| 3.3 Determination of the remuneration of the members of the Board of Statutory Auditors |
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|---|---|---|---|---|---|---|---|
| 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 | |||||||
| confirms the instructions | Modify the instructions (express preference) |
||||||
| In favour: _________ | |||||||
| revokes the instructions | Against | ||||||
| Abstain |
| 4.1 Binding vote on the remuneration policy for the 2021 financial year set forth in the first section of the report; related and consequent resolutions |
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|---|---|---|---|---|---|---|---|
| Proposal of the Board of Directors box |
Tick only one | 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 | ||||||
| confirms the instructions | Modify the instructions (express preference) |
||||||
| In favour: _________ | |||||||
| revokes the instructions | Against | ||||||
| Abstain |
| 4.2 Consultation on the second section of the report concerning remuneration paid in or relating to the 2020 financial year; related and consequent resolutions |
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|---|---|---|---|---|
| Proposal of the Board of Directors box |
Tick only one | 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 |
||||
| confirms the instructions | Modify the instructions (express preference) |
|||
| In favour: _________ | ||||
| revokes the instructions | Against | |||
| Abstain |
| 5. Proposal to approve a compensation plan based on financial instruments pursuant to Article 114-bis of Legislative Decree February 24, 1998 no. 58, as subsequently amended and supplemented; related and consequent resolutions. |
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|---|---|---|---|---|
| Proposal of the Board of Directors box |
Tick only one | 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 | ||||
| confirms the instructions | Modify the instructions (express preference) |
|||
| revokes the instructions | In favour: _________ Against Abstain |
| 6. Proposal to authorise the purchase and disposal of treasury shares, subject to revocation of the previous authorisation approved by the Ordinary Shareholders' Meeting on April 20, 2020; related and consequent resolutions. |
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|---|---|---|---|---|
| Proposal of the Board of Directors box |
Tick only one | 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 | ||||
| confirms the instructions | Modify the instructions (express preference) |
|||
| revokes the instructions | In favour: _________ Against Abstain |
(Place and Date)
* (Signature) *
| DIRECTORS' LIABILITY ACTION | |||
|---|---|---|---|
| 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: | |||
| In favour Against Abstain |
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(Place and Date)
* (Signature) *
| INSTRUCTIONS FOR THE FILLING AND SENDING OF THE VOTING PROXY FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING |
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|---|---|---|---|---|
| The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83- |
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| sexies, Legislative Decree 58/1998) | ||||
| - The proxy must be dated and signed by the delegating party. - Representation may be conferred only for single meetings, with effect also for subsequent calls. - In the case of co-ownership of shares, the proxy must always be issued with the signature of all the co-owners. |
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| (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary. |
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| (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote. (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different). |
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| Instructions for sending | ||||
| The proxy with the relating voting instructions shall be received together with: | ||||
| - a copy of an identification document with current validity of the proxy grantor or - in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers, |
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| by one of the following alternative methods: | ||||
| i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Proxy for CAREL 2021 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature); |
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| ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Spafid S.p.A., Foro Buonaparte 10, 20121 Milan (Ref. "Proxy for CAREL 2021 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to [email protected] (subject line: "Proxy for CAREL 2021 Shareholders' Meeting") |
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| The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline. |
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| For any additional clarification or information please contact Spafid S.p.A. by email to the address [email protected] or by phone at the following telephone numbers (+39) 02.80687319 and (+39) 02.80687335 (during open office hours, from 9:00 a.m. to 5:00 p.m.). |
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. a) Purpose of the processing and why your personal data is required
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:
" SPAFID" S.p.A.
pursuant to article 135-novies of Legislative Decree No. 58 of 24 February 1998
Carel Industries S.p.A., based in Brugine (Padova), via dell'Industria 11, (hereinafter, the "Company"), is the Data Controller – pursuant to articles 4, n. 7) and 24 European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data (hereinafter, "Regulation") made both by designated personnel within the Company and external professionals specifically instructed – in which employees and collaborators may appear. Such processing may be conducted in paper form or by electronic means.
Regulation (EU) No 2016/679 on the protection of Personal Data (hereinafter "the Regulation") establishes rules on the protection and processing of Personal Data.
The purpose of this document ("Privacy Notice) is to provide you with information regarding the processing of your Personal Data collected through the completion of the model of delegation ("Personal Data"), which will be carried out by the Company for the purposes set out in paragraph 3 of this Privacy Notice, in compliance with the requirements sated by Regulations and other applicable laws regarding the processing of Personal Data.
"Processing of Personal Data" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Therefore, the Company informs you that, in accordance with the articles 13 and 14 of the Regulation, the processing will be performed manually and/or by electronic means for the purposes provided below.
The Data Controller (i.e. the legal entity which determines the purposes and means of the processing of Personal Data) is Carel Industries S.p.A., based in Brugine (PD), via dell'Industria 11, Italy ("Data Controller").
For any purpose related to this Privacy Notice, including the exercise of the rights referred to in paragraph 7 below, you may contact the Data Controller, without formalities, by sending an email to the following address: [email protected].
The updated list of Data Processors can be found at the above mentioned office, or upon your request communicated to the above e-mail address
We inform you that the Data Controller has appointed a Data Protection Officer ("DPO") who can be contacted at the following contacts: Avv. Luigi Neirotti, Studio Legale Tributario, Via Meravigli, n. 14, 20123 Milano E- mail: [email protected]
The Data Controller will process your Personal Data (including name, surname, tax code, domicile) your address, manually and/or with the support of computer or telematic means, in compliance with the Regulations and exclusively for the following purposes:
The legal basis for the processing of Personal Data for the purposes referred to in points (i) and (ii) above is represented by the need to comply with a legal obligation to comply with a legal obligation to which the controller is subject (art. 6, let. C of the Regulation). Therefore, his consent is not required.
The provision of your Personal Data is necessary for the purposes indicated above and failure to do so will make it impossible for you to attend the Shareholders' Meeting by delegation.
With regard to art. 13, paragraph 1, letter (e) of the Regulation, the subjects or categories of subjects who may become aware of your Personal Data in their quality of as Data Processors or subjects subordinatesto the authority of the Data Controller are indicated below and a specific list by category is provided:
The authorized person to process your Personal Data, in their capacity as Data Processors, persons in charge, or subjects subject to the authority of the Data Controller and adequately instructed by the same, for the pursuit of the purposes indicated in paragraph 3 above.
In any case, it is understood that your Personal Data may be disclosed or communicated to other third parties in compliance with a legal obligation, regulation or Community legislation, or on the basis of provisions issued by Authorities legitimated by law or by supervisory and control bodies.
Your Personal Data will not be transferred to Companies or other entities outside the European Union.
Società per Amministrazioni Fiduciarie SPAFID S.p.A. 12
Your Personal Data, object of the processing for the purposes referred to in paragraph 3 above, will be stored in compliance with the principle of limitation of storage, until the completion of the purposes of the processing, and in any case for a period not exceeding 10 years.
The Data Controller will in any case be obliged and/or entitled to further store Personal Data, in whole or in part, for certain purposes, as expressly required by specific legal provisions or to assert or defend a right in court.
Pursuant to art. 13 of the Regulations, we inform you that you have the following rights regarding the processing of your Personal Data:
Any corrections, cancellations or limitations to the processing of your Personal Data carried out at your request - unless this proves impossible or involves a disproportionate effort - will be communicated by the Data Controller to each of the recipients to whom your Personal Data has been transmitted.
We inform you that you may exercise the above rights free of charge and without any formal restrictions by contacting the Data Controller at the addresses indicated in paragraph 1 of this Privacy Notice.
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