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Moncler

Proxy Solicitation & Information Statement Feb 23, 2021

4110_def-14a_2021-02-23_4c60f491-505b-47f9-a2ca-5b2520ae8bfe.pdf

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, 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 Extraordinary General Meeting of MONCLER S.p.A. to be held on March 25, 2021 at 11:00 a.m., on single call, which shall be deemed to be held at the offices of Moncler S.p.A. in Milan (Italy), at Via Andrea Solari no. 33, as set forth in the notice of the shareholders' meeting published on the Company's website at www.monclergroup.com , in the section "Governance/Shareholders' Meeting" and, in abridged form, in the Italian daily newspaper "Milano Finanza" on February 24, 2021and having regard to the Reports on the items on the Agenda made available by the Company(§)

with this form
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) ………………………………………………………………………………………………
Shareholder
(if different)
Name Surname/Denomination: (*)
Born in (*) on (*) Tax identification code or other identification if foreign (*)
Registered office /Resident in (*)
related to
No. (*) ordinary shares MONCLER S.p.A.- ISIN IT0004965148 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
Shareholders' Meeting.
undersigned delegating party.
appoints
Società per Amministrazioni
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
Fiduciarie SPAFID S.p.A. ("Spafid"), with registered office in Milan, Tax Code no. 00717010151, to attend and represent him/her/it at the ________ ______
By signing this proxy/subproxy, the undersigned undertakes to notify the same proxy by sending the original or a copy of the original, thereby certifying the conformity of the document to the
original which will be notified to the Company.
(Place and date) (Signature of the delegating party)
________
(Place and date)
______
(Signature of the delegating party)
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.

VOTING INSTRUCTIONS
(intended for the Delegate only -
Tick the relevant boxes)
The undersigned
Signatory of the proxy (3)
(denomination/personal details)
Hereby appoints Spafid to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting to be held
in MONCLER to be held on March 25, 2021 at
11:00 a.m., on single call, which shall be deemed to be held at the offices of Moncler S.p.A. in Milan (Italy), at Via Andrea Solari no. 33, by MONCLER S.p.A
1.
Proposal of increasing the share capital in cash, in divisible form, without offering for subscription to the existing shareholders pursuant to Art. 2441, paragraphs 5 and 6,
of the Civil Code, for a maximum total amount of Euro 575,000,800.2948 (five hundred and seventy five million eight hundred/2948) of which a maximum amount of Euro
3,066,033.2 (three million sixty-six thousand thirty-three/2) to be allocated to share capital and a maximum of Euro 571,934.767.0948 (five hundred and seventy-one million
nine hundred and thirty-four thousand, seven hundred and sixty-seven/0948) as a premium, by means of the issuance of a maximum total no. 15,330,166 (fifteen million
three hundred thirty thousand one hundred and sixty-six) new ordinary shares of the Company with the same characteristics as those in circulation at the issue date, at the
subscription price of Euro 37.5078 (inclusive of share premium) per share, to be offered for subscription in favour of Rivetex Srl, Mattia Rivetti Riccardi, Ginevra Alexandra
Shapiro, Pietro Brando Shapiro, Alessandro Gilberti and Venezio Investments Pte Ltd., to be paid by means of a sett-off. Consequent amendments to Art. 5 of the
Company's Bylaws and related and consequent resolutions.
Proposal of the Board of Directors
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: _________
2. Proposed amendments to Artt. 8, 12 and 13 of the Company's by-laws. Related and consequent resolutions
Proposal of the Board of Directors 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

Against Abstain

(Place and date) (Signature of the delegating party)

________________________ ____________________________________

revokes the instructions

INSTRUCTIONS FOR THE FILLING AND SENDING OF THE VOTING PROXY FOR REPRESENTATION AT THE SHAREHOLDERS' MEETING

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 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.
  • (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.
  • (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  • (3) Indicate the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

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,

by one of the following alternative methods:

  • i) for proxies with eligible electronic or atures, via certified email to the following address [email protected] (object "Delega Assemblea Straordinaria Moncler 2021");
  • ii) for proxies with autograph signature to be sent by hand (during open office hours, from 9:00 a.m. to 5:00 p.m.), or via courier or recorded delivery to Spafid S.p.A. - Foro Buonaparte 10, 20121 Milan, Italy – (Ref. "Delega – Assemblea Straordinaria Moncler 2021");

The original proxy and voting instructions must be delivered and the proxy may be notified to Spafid S.p.A., including by electronic means, at the email address [email protected] (object " Delega – Assemblea Straordinaria Moncler 2021").

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.

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 number (+39) 02.80687319 (during open office hours, from 9:00 a.m. to 5:00 p.m.).

PROTECTION OF PERSONAL DATA INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679

Pursuant to Article 13 and Article 14 of Regulation EU 2016/679 and with national legislation and regulations in force on personal data protection, the data contained in the proxy form shall be processed by Spafid S.p.A. – the data controller – for compliance with obligations concerning representation in shareholders meetings and casting the vote of the person who appointed Spafid as a proxy in its capacity as the Designated Proxy, in observance of the instructions issued by that person and also in compliance with the obligations set by law, by regulations and by EU legislation or provisions issued by the supervisory and other authorities.

The legal basis is given by compliance with laws (Art. 2370 of the Italian Civil Code and following articles) and for the relative and consequent compliance obligations.

This data may be known by employees and associate workers of the Spafid S.p.A. who are specifically authorized to process them in their capacity as persons responsible for or appointed to pursue the above aims. The data may be distributed or communicated to specific parties, including those belonging to other companies controlled by Spafid, in compliance with a legal, regulatory or EU obligation or on the basis of orders given by an authority legally empowered to issue them or given by supervisory and control bodies as well as for the purposes strictly connected and instrumental to the performance of the compliance contractual obligations concerning representing and voting for the person who appointed Spafid as a proxy in its capacity as the Designated Proxy. Without the data indicated as compulsory, the Company will be unable to allow the proxy to take part in the Shareholders' Meeting.

The processing of the personal data or of personal data relating to third parties (e.g. delegated persons or their substitutes) communicated by you (the "Personal Data") will take place, in compliance with the provisions of personal data protection legislation and regulations, by using hardcopy, IT or telematic tools, with an approach strictly related to the purposes indicated and in any case in ways appropriate to ensure security and confidentiality in compliance with personal data protection legislation and regulations.

With regard to the purposes described above, Spafid will process personal data such as for the example, but not limited to these, personal details (e.g. first name, last name, address, date of birth, identity card, tax identification number).

A data subject shall have the right to obtain at any time confirmation of whether or not data is held on him/her, to know its content and origin, to check its accuracy or to ask for it to be added to, updated or rectified (Art. 15 and Art. 16 of the GDPR). Furthermore a data subject has the right to ask for the erasure of the data, restrictions on its processing, revocation of consent, portability of the data as well as the right to make complaints to the supervisory authority and in any event to object to its processing on legitimate grounds (Art. 17 and following of the GDPR). Those rights may be exercised by making a communication in writing accompanied by a valid identity document of the data subject to be sent to: [email protected].

The data controller is the company Società per Amministrazioni Fiduciarie "Spafid" S.p.A. with Headquartersat 10, Via Filodrammatici, Milan. Spafid has designated the data protection officer of the Mediobanca Group as its data protection officer.

The Data Protection Officer may be contacted at the following addresses:

[email protected]

[email protected]

PROTECTION OF PERSONAL DATA INFORMATION PURSUANT TO ART. 13 AND ART. 14 OF REGULATION EU 2016/679

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.

a) Categories of personal data processed

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").

b) Purpose of processing and mandatory provision of 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.

c) Legal basis of the processing

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.

d) Methods of processing

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.

e) Communication and dissemination of data

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].

f) Data retention

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.

g) Data Subject's rights

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].

Moncler S.p.A.

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