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Aquafil

Proxy Solicitation & Information Statement May 18, 2020

4252_def-14a_2020-05-18_7be421d7-5a39-4527-a544-ba33c0af8380.pdf

Proxy Solicitation & Information Statement

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In accordance with Article 106, paragraph 4, of Law Decree no. 18 of March 17, 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 Ordinary Shareholders' Meeting of AQUAFIL, to be held at Via Metastasio n. 5, in Milan, at the office of ZABBAN NOTARI RAMPOLLA e Associati, on June 18, 2020 at 3.00 p.m., in single call, as indicated in the notice of call of the Shareholders' Meeting published on May 7, 2020 on the Company's website at www.aquafil.com, in the section "Investor Relations - AGM – 2020", in excerpted form on the daily newspaper "Corriere della Sera" and having read 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 Name Surname/Denomination: (*)
(if different) Born in (*) on (*) Tax identification code or other identification if foreign (*)
Registered office /Resident in (*)
related to
No. (*) shares AQUAFIL S.p.A - 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 of the delegating party)

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)

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.

(*) Mandatory

(§)The Company will process the personal data of the parties concerned in accordance with the attached information

(**) 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)(personal details)
hereby appoints Spafid to vote in accordance with the voting instructions given below at the Ordinary
the office of ZABBAN NOTARI RAMPOLLA e Associati,
General Meeting to be held at Via Metastasio n. 5, in Milan, at
on June 18, 2020 at 3.00 p.m., in single call,
by
AQUAFIL
S.p.A.
Item 1 -
Financial Statements as of December 31, 2019; relevant and ensuing resolutions. Presentation of the Consolidated Financial Statements at December 31, 2019
Proposal of the board of directors in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the
Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain
Item 2 -
Allocation of profit for the year: relevant and ensuing resolutions
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain

Item 3 - Report on Remuneration Policy and Compensation Paid:

a.
Approval of the remuneration policy pursuant to Article 123-ter, paragraph 3-bis and 3-ter of Legislative Decree No. 58/1998;
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain
b. resolutions on the "second section" of the report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree No. 58/1998;
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain

Item 4 - Appointment of the Board of Directors following the determination of the number of its members, the term of office and remuneration: relevant and ensuing resolutions.

-
determination of the number of its members
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain
-
determination of the number of the term of office
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain
-
determination of the remuneration
Proposal of the board of directors in favour Against Abstain
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
in favour Against Abstain
In the event of unknown circumstances or in the event of amendments or additions to the proposed resolutions submitted to the Shareholders' Meetings
confirms the instructions modify the instructions (express preference)
in favour: _________
revokes the instructions Against
Abstain
-
appointment of the Board of Directors
Indicate the chosen list or against/abstain on all the lists  List 1  List 2 Contrario
Astenuto
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting (5)
confirms the instructions Modify the instructions (express preference)
In favour: _________
revokes the instructions Against
Abstain

__________________________ ____________________________________

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

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

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

AQUAFIL 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 of 24 February 1998

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 of the signatory of the proxy form and the voting instructions.
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)
by sending a copy of this proxy form reproduced electronically (PDF), via certified email box to the following address
[email protected](Ref "
Delega
RD Assemblea Aquafil
2020") or, if not available, by sending this proxy form, signed with eligible electronic or ature;
(ii)
by sending the proxy form, with autograph signature, by courier or registered letter to the following address: Spafid S.p.A., Foro Buonaparte, 10 -
20121 Milan, (Ref. Delega RD
Assemblea Aquafil 2020), anticipating this proxy form reproduced electronically (PDF) to the certified email address [email protected]
(Ref "
Delega RD Assemblea Aquafil
2020").In this case, Spafid S.p.A. reserves the right to accept the copy of the proxy reproduced electronically (PDF) , only if the delegating party has signed the certification of
the conformity of the copy with the original referred to on page 1.
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 numbers
(+39) 0280687331-
02.80687319 (during open office hours, from 9:00 a.m. to 5:00 p.m.).

AQUAFIL 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 of 24 February 1998

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]

PRIVACY STATEMENT PURSUANT TO ARTT. 13 AND 14 OF EUROPEAN REGULATION 2016/679 ("GDPR")

Please be advised, pursuant to Articles 13 and 14 of Regulation (EU) No 2016/679 and applicable national legislation on the protection of personal data, that the data contained in the proxy form will be processed by Aquafil S.p.A. (the Data Controller) in accordance with the law and its confidentiality obligations, for the purposes of verifying that the shareholders' meeting has been properly constituted, establishing the identity and standing of those present and discharging the additional mandatory requirements and formalities relating to the general shareholders' meeting and the company. Providing data for these purposes is mandatory. Failure to provide data may entail refusal of admission to the General Shareholders' Meeting. The legal basis is compliance with the law (Article 2370 et seq. of the Italian Civil Code) and the related and consequent formalities.

The data in question may be disclosed to Aquafil S.p.A.'s employees and collaborators who are specifically authorized to process the same for the purposes specified above, either as Data Processors or Persons in Charge of the Data Processing. The data may also be disclosed or notified to specific persons or parties, in performance of statutory or regulatory obligations including those arising pursuant to EU requirements, or instructions issued by oversight and supervisory bodies or other authorities empowered for such purpose under law. If the data subject to mandatory disclosure is not provided, it will not be possible for the Proxy Holder to attend the Shareholders' Meeting.

Personal data regarding you or third parties (e.g., proxy-holders or their agents) (the "Personal Data") will be processed in accordance with the provisions of Privacy Legislation, using paper, electronic or telematic instruments, according to logic strictly correlated with the stated purposes and, in any event, in a manner suited to ensuring its security and confidentiality in accordance with the Privacy Legislation.

For the purpose described above, Aquafil processes Personal Data including, without limitation, personal particulars (e.g., name, surname, address, date of birth, identity card and taxpayer identification number).

The data subject may, at any time, obtain confirmation whether such data exists or not, be informed of the content and origin of the data and request that it be supplemented, updated or rectified (Articles 15 and 16 GDPR). The data subject may also request erasure, limitation of processing, revocation of consent or data portability, as well as lodge complaints with the supervisory authority and object, in any event, to the processing of the data for legitimate reasons (Articles 17 et seq. GDPR).

These rights may be exercised by written notice accompanied by a valid identity document of the data subject to be sent to [email protected] or by conventional mail to: Aquafil S.p.A., via Linfano 9, Arco, 38062, ITALY

The Data Controller is Aquafil S.p.A., via Linfano 9, 38062, Arco (Italy).

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