Proxy Solicitation & Information Statement • Apr 5, 2020
Proxy Solicitation & Information Statement
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Società per Amministrazioni Fiduciarie "SPAFID" S.p.A., with registered office in Milan, via Filodrammatici n. 10, fiscal code n. 00717010151, part of the Mediobanca Banking Group entered on the Register of Banking Groups, authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended (hereinafter "Spafid"), acting in the capacity of "Appointed Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of the "Decreto Cura Italia", of Carel Industries S.p.A. (hereinafter the "Company" or " Carel Industries "), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of Carel Industries S.p.A. to be held on 20th April 2020, in single call, at 11:00 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 "Corporate Governance", with an extract also published in the Italian daily newspaper "Il Sole 24 Ore", on18th March 2020 and subsequently integrated with notice published on 27th March 2020.
The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e. by 11:59 p.m. of 16th April 2020).The proxies and voting instructions may be revoked within the same deadline (i.e. by 11:59 p.m. of 16th April 2020).
Spafid, as Appointed Representative, declares that it has no personal interest in the proposed resolutions being voted upon. However, in view of 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, 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.
| PROXY FORM (Section to be notified to the Company via the Appointed Representative - |
Complete with the information requested)(§) | |||||
|---|---|---|---|---|---|---|
| I, the undersigned (party signing the proxy)(1) | Name(*) | Surname(*) | ||||
| born in (*) | on (*) | Tax identification code or other same document (if foreign) (*) | ||||
| resident in(*) | Address (*) | |||||
| Phone n° (*) | Email (**) | |||||
| Valid ID document (type) (*) (to be enclosed as a copy) |
Issued by (*) | No. (*) | ||||
| in quality of (tick the box that interests you) | ||||||
| (copy of the documentation of the powers of representation enclosed) | other (specify) ……………………………………………………………………………………………… | shareholder with the right to votelegal representative or subject with appropriate representation powerspledge - bearer - usufructuary - custodian – manager | ||||
| Name Surname / name of the company: (*) | ||||||
| Shareholder (if different) | born in (*) | on (*) | ||||
| Registered office / Resident in (*) | ||||||
| Tax identification code or other same document (if foreign) (*) | ||||||
| Related to | ||||||
| n. | ordinary shares Carel Industries S.p.A (ISIN ___) Registrated in the securities account(2)n. atthe custodian ABI CAB |
|||||
| referred tothecommunication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) | (3) n. | suppliedby the custodian: |
DELEGATES the Appointed Representative to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
DECLARES 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.
DECLARES to authorizeSpafid 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/Date* _________, ___________ Signature* _____________________________
(§)The Company will process the personal data of the parties concerned in accordance with the information attached
( *) Mandatory.
(**)It is recommended to fill in order to better assist the delegating party.
| VOTING INSTRUCTIONS(4) | (5) | ||||
|---|---|---|---|---|---|
| (Section containing information intended for the Appointed Representative only - Tick the relevant boxes) |
|||||
| The undersigned(1)(Company Name/Personal details) | |||||
| Hereby appoints Spafid to vote in accordance with the voting instructions given below at the Ordinary | General Meeting of Carel Industries | S.p.A. to be held on |
20th April 2020, in single call, at | ||
| 11:00 a.m. | |||||
| Item 1 – Approval of the Financial Statements as |
at 31 December 2019, and presentation of the Consolidated Financial Statements as at 31 December 2019. Allocation of | ||||
| the year-end profit. Related and consequent resolutions | |||||
| Approval of the Financial Statements as at 31 December 2019, | and presentation of the Consolidated Financial | Statements as at 31 December 2019. Related and | |||
| consequent resolutions | |||||
| 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 | |||||
| Allocation of the year-end profit. Related and consequent 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 (*) It is understood that in the event that, following the outcome of the above mentioned votes relating to the proposed resolution, the same is not approved, the year-end profit will be fully allocated to the extraordinary reserve. |
|||||
| confirms the instructions | modify the instructions | (express preference) | |||
| revokes the instructions | in favour: _________ Against Abstain |
Item 2 – Resolutions related to the report on the remuneration policy and on compensation paid pursuant to article 123-ter of Legislative Decree 58/1998 and pursuant to art. 84-quater of the Consob Regulation no. 11971/1999
| Item 2.1 – Binding vote on the remuneration policy for the year 2020 illustrated in the first section of the Report. Related and consequent 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 2.2 – Consultation on the second section of the Report, relating to the compensation paid in or related to 2019; Related and consequent 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 – Proposal of the authorisation to purchase and disposal of the Company's treasury shares, upon revocation of the previous authorisation resolved by the Ordinary Shareholders' Meeting on 15 April 2019. Related and consequent 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) |
||||
| revokes the instructions | in favour: _________ Against Abstain |
(Place and Date) (Signature)
__________________________ ________________________________
In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the Italian 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)
__________________________ ________________________________
The form of proxy with the relating voting instructions shall be received, in original, by Spafid by the end of the second open market day preceding the date set for the Meeting (i.e. by 11:59 p.m. of 16th April 2020), 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 or other of the following two methods:
N.B. For any 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) 0280687331 and (+39) 0280687319 (during regular office hours from 9:00 a.m. to 5:00 p.m.).
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 SpafidS.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 SpafidS.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:
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. 7
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:
a) right to ask the Data Controller for access to your Personal Data, their correction or cancellation or the limitation of their processing or to oppose their processing, in the cases provided for by the Regulations;
b) right to the data portability pursuant to art. 20 of the Regulation;
c) right to lodge a complaint with the Guarantor for the protection of Personal Data, following the procedures and indications published on the official website of the Authority at the address www.garanteprivacy.it.
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.
Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within ten days of publication of the notice calling the shareholders' meeting, or within five days in the event of calling the meeting in accordance with article 125-bis, subsection 3 or article 104, subsection 2, for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda. The requests, together with the certificate attesting ownership of the share, are presented in writing, by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Those with voting rights may individually present proposed resolutions in the shareholders' meeting. For cooperative companies the amount of the capital is determined by the statutes also in derogation of article 135.
Integrations to the agenda or the presentation of further proposed resolutions on items already on the agenda, in accordance with subsection 1, are disclosed in the same ways as prescribed for the publication of the notice calling the meeting, at least fifteen days prior to the date scheduled for the shareholders' meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the ways pursuant to article 125-ter, subsection 1, at the same time as publishing news of the presentation. Terms are reduced to seven days in the case of shareholders' meetings called in accordance with article 104, subsection 2 or in the case of a shareholders' meeting convened in accordance with article 125-bis, subsection 3.
The agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1.
Shareholders requesting integration in accordance with subsection 1 shall prepare a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda. The report is sent to the administrative body within the final terms for presentation of the request for integration. The administrative body makes the report available to the public, accompanied by any assessments, at the same time as publishing news of the integration or presentation, in the ways pursuant to article 125-ter, subsection 1.
If the administrative body, or should it fail to take action, the board of auditors or supervisory board or management control committee fail to supplement the agenda with the new items or proposals presented in accordance with subsection 1, the court, having heard the members of the board of directors and internal control bodies, where their refusal to do so should prove to be unjustified, orders the integration by decree. The decree is published in the ways set out by article 125-ter, subsection 1.
Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.
In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
a) has sole or joint control of the company, or is controlled or is subject to joint control by that company;
d) is an employee or auditor of the company or of the persons indicated in paragraph a);
f) is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.
This article shall also apply in cases of share transfer by proxy.
Società per Amministrazioni Fiduciarie SPAFID S.p.A. 9
Unless the Articles of Association decree otherwise, companies with listed shares designate a party to whom the shareholders may, for each shareholders' meeting and within the end of the second trading day prior to the date scheduled for the shareholders' meeting, including for callings subsequent to the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy shall be valid only for proposals on which voting instructions are conferred.
Proxy is conferred by signing a proxy form, the content of which is governed by a Consob regulation. Conferring proxy shall be free of charge to the shareholder. The proxy and voting instructions may be cancelled within the time limit indicated in subsection 1.
Shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the shareholders' meeting. With regard to proposals for which no voting instructions are given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be carried.
The person appointed as representative shall any interest, personal or on behalf of third parties, that he or she may have with respect to the resolution proposals on the agenda. The representative must also maintain confidentiality of the content of voting instructions received until scrutiny commences, without prejudice to the option of disclosing such information to his or her employees or collaborators, who shall also be subject to confidentiality obligations. The party appointed as representative may not be assigned proxies except in compliance with this article.
By regulation pursuant to subsection 2, Consob may establish cases in which a representative failing to meet the indicated terms of Article 135-decies may express a vote other than that indicated in the voting instructions.
The liability action against the directors is started upon resolution of the meeting also when the company is in liquidation.
The resolution concerning the directors' liability can be adopted on the occasion of the discussion of the financial statements, although not indicated in the item of the agenda, when it concerns circumstances occurred in the same financial year.
The liability action can also be started upon resolution of the Supervisory Board adopted by two thirds of its members.
The action must be started within five years from the termination of office of the director.
The resolution concerning the directors' liability action implies the revocation from office of the directors against whom it is started, provided that it is approved by at least one fifth of the share capital. In this case the meeting provides for their replacement.
The company can waive the directors' liability action and can compromise, provided that the waiver and the settlement are expressly approved by the meeting and provided also that a minority of shareholders representing at least one fifth of the share capital does not vote against or, in case of issuers of financial instruments widely distributed among the public, at least one twentieth of the share capital or the different quantity provided for by the by-laws for the exercise of the directors' liability action pursuant to first and second paraghraph of art. 2393-bis.
[…] 4. Companies with listed shares may appoint the representative required by Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even if the Bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the Appointed representative designated pursuant to article 135-undecies of legislative decree no. 58 of 24 February 1998; the aforementioned Appointed representative may also be granted proxies or sub- proxies pursuant to article 135-novies of legislative decree no. 58 of 24 February 1998, as an exception to article 135-undecies, paragraph 4, of the same decree.
Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. […]
The provisions of this Article shall apply to assemblies convened by 31 July 2020 or by the date, if later, until the state of emergency on national territory relating to the health risk associated with the outbreak of the COVID-19 epidemic is in force.
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