AGM Information • Mar 15, 2019
AGM Information
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Geox S.p.A.
with registered office in Biadene di Montebelluna (TV), Via Feltrina Centro n. 16, enrolled in the Register of Companies of Treviso n. 03348440268 Tax Code and VAT 03348440268.
16 APRIL 2019, IN SOLE CALL
Prepared pursuant to art. 125-ter of Legislative Decree no. 58/1998, as amended
Mario Moretti Polegato Matteo Carlo Maria Mascazzini Enrico Moretti Polegato Duncan Niederauer Alessandro Antonio Giusti Ernesto Albanese Manuela Soffientini Francesca Meneghel Claudia Baggio Lara Livolsi Livio Libralesso
Sonia Ferrero Francesco Gianni Fabrizio Natale Pietro Colombo
Deloitte & Touche S.p.A.
Dear Shareholders:
The Board of Directors of Geox S.p.A. (hereinafter the "Company") remarks that the agenda referring to the Ordinary and Extraordinary Shareholders' Meeting convened with a notice posted on the website of the Company at the address www.geox.biz, section Governance "Shareholders' Meeting 2019" on 7 March 2019, as well as in the form of an excerpt in the newspaper "Italia Oggi" on 8 March 2019, to be held at "Villa Sandi", via Erizzo n. 105, Crocetta del Montello, Treviso, on 16 April 2019, at 10:00 am, is the following:
1. Approval of the Financial Statements as of 31 December 2018; presentation of: Board of Directors' Report, Statement containing non-financial information, pursuant to Italian Legislative Decree no. 254 of 30 December 2016, Report from the Board of Statutory Auditors and Report from the Independent Auditing Firm. Presentation of the Consolidated Financial Statements as of 31 December 2018. Resolutions concerning the result of the year.
1.1.Approval of the Financial Statements as of 31 December 2018; presentation of: Board of Directors' Report, Statement containing non-financial information, pursuant to Italian Legislative Decree no. 254 of 30 December 2016, Report from the Board of Statutory Auditors and Report from the Independent Auditing Firm. Presentation of the Consolidated Financial Statements as of 31 December 2018.
The aim of this report is to explain the reasons behind the proposals referred to by item 1., 2. And 3. on the agenda of the Extraordinary session of the shareholders' meeting,, pursuant to art.125-ter of Italian Legislative Decree no. 58/98, as subsequently amended (the "TUF" - Italian consolidated law on finance).
Dear Shareholders,
We direct your attention to the draft resolution submitted to the Shareholders' Meeting, relating to the withdrawal of the share capital increase resolution of 18 December 2008 for a nominal maximum amount of EUR 1,200,000.00, to service one or stock option plans reserved for the directors, employees and/or staff members of the Company and/or its subsidiaries in accordance with Article 2359, paragraph 1, number 1), of the Italian Civil Code, divisible and open until 31 December 2020, with the exclusion of the option right of Shareholders in accordance with Article 2441, paragraphs V, VI and VIII of the Italian Civil Code, by issuing a maximum number of ordinary shares equal to 12,000,000 shares, with a nominal value of EUR 0.10 each, with regular dividend rights ("2008 Share Capital Increase").
The proposed withdrawal is justified by the fact that the 2008 Share Capital Increase, also in consideration of its maturity at 2020, would seem to have reached its goal in the service of the stock option plans that were approved or that may be approved in the future by the Shareholders of the Company as incentive tools for its own management and that of the Group.
More specifically, the current medium to long term incentive plan, represented by the 2016-2018 Stock Option Plan, can no longer be implemented, given that the performance targets associated with the expected net profit were not achieved and given that the related vesting period of the rights ended after the approval by the Board of Directors of the consolidated financial statements for the financial year ended on 31 December 2018. In addition, the Board of Directors resolved on 27 February 2019 to waive the exercise of the right, as provided in the last section of item 7 of the 2016-2018 Stock Option Plan regulation, to allow beneficiaries to exercise, in whole or in part, the granted stock options even in the absence of the achievement of the performance targets. Therefore, the rights granted to the beneficiaries cannot be exercised, and thus it is no longer necessary to carry out the 2008 Share Capital Increase in relation to such plan.
In addition, the 2008 Share Capital Increase is open until 31 December 2020. This time lapse of maturity may not be compatible with future stock option plans, considering that the Company does not expect to adopt incentive plans in 2019 in addition to the proposed stock grant plan referred to under item 5 on the agenda of the upcoming Ordinary Shareholders' Meeting, and that in any case any such stock option plans (usually over a three-year term) would have a time lapse incompatible with a maturity of the share capital increase at 31 December 2020.
For these reasons, the Board of Directors proposes to revoke the resolution of the 2008 Share Capital Increase prior to its natural maturity date.
The current wording of Article 5 of the Articles of Association and the proposed amendment are shown side by side below
| CURRENT WORDING | PROPOSED WORDING |
|---|---|
| with highlighted changes |
|
| ARTICLE 5 - Share Capital |
ARTICLE 5 - Share Capital |
The share capital subscribed and paid up is equal to EUR 25,920,733.10 (twenty-five million nine hundred twenty thousand seven hundred and thirtythree/10) and is represented by 259,207,331 (two hundred fifty-nine million two hundred and seven thousand three hundred and thirty-one) ordinary shares with a nominal value of EUR 0.10 = (zero point ten) each.
On 18 December 2008, the Extraordinary Shareholders' Meeting resolved to increase paid capital with effect from 1 January 2009, for a nominal maximum amount of EUR 1,200,000.00 (one million two hundred thousand/00), to service one or more stock incentive plans (the so-called stock option plan) reserved for the directors, employees and/or staff members of the Company and/or its subsidiaries in accordance with Article 2359, paragraph 1, number 1), of the Italian Civil Code, divisible and open until 31 December 2020, with the exclusion of the option right of Shareholders in accordance with Article 2441, paragraphs V, VI and VIII of the Italian Civil Code, through the issue of a maximum number of ordinary shares equal to 12,000,000 (twelve million) shares, with a nominal value of EUR 0.10 = (zero point ten) each, with regular dividend rights.
The issuance price of the shares is left to the determination of the Board of Directors, and shall be equal to the arithmetic mean of the official prices registered by the Geox shares on the Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the month preceding the date(s) of the assignment, in compliance with the minimum price per share, equal to EUR 1.20, out of which EUR 1.10 constitutes the share premium. However, the issuance price may not be less than that determined in compliance with Article 2441, paragraph 6 of the Italian Civil Code, based on the Company's shareholders' equity resulting from the last approved financial statements before the date of the assignment of the subscription rights, also taking into account the stock price trend in the last six months.
In addition, and without prejudice to the foregoing, with reference to the stock incentive plan "Stock Option Plan 2014-2016" intended solely for the directors (who are also employees) and employees of the company and/or subsidiary companies, the issuance price of the shares will be equal to EUR 2.039, equal to the arithmetic mean of the official prices registered by the shares of Geox and on the The share capital subscribed and paid is equal to EUR 25,920,733.10 (twenty-five million nine hundred twenty thousand seven hundred and thirtythree/10) and is represented by 259,207,331 (two hundred fifty-nine million two hundred and seven thousand three hundred and thirty-one) ordinary shares with a nominal value of EUR 0.10 = (zero point ten) each.
On 18 December 2008, the Extraordinary Shareholders' Meeting resolved to increase paid capital with effect from 1 January 2009, for a nominal maximum amount of EUR 1,200,000.00 (one million two hundred thousand/00), to service one or more stock incentive plans (the so-called stock option plan) reserved for the directors, employees and/or staff members of the Company and/or its subsidiaries in accordance with Article 2359, paragraph 1, number 1), of the Italian Civil Code, divisible and open until 31 December 2020, with the exclusion of the option right of Shareholders in accordance with Article 2441, paragraphs V, VI and VIII of the Italian Civil Code, through the issue of a maximum number of ordinary shares equal to 12,000,000 (twelve million) shares, with a nominal value of EUR 0.10 = (zero point ten) each, with regular dividend rights.
The issue price of the shares is left to the determination of the Board of Directors, and shall be equal to the arithmetic mean of the official prices registered by the shares of Geox on the Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the month preceding the date(s) of the assignment, in compliance with the minimum price per share which is equal to EUR 1.20 of which EUR 1.10 constitutes the share premium. However, the issuance price may not be less than that determined in compliance with Article 2441, paragraph 6 of the Italian Civil Code, based on the Company's shareholders' equity resulting from the last approved financial statements before the date of the assignment of the subscription rights, also taking into account the stock price trend in the last six months.
In addition and without prejudice to the foregoing, with reference to the stock incentive plan "Stock Option Plan 2014-2016" intended solely for the directors (who are also employees) and employees of the company and/or subsidiary companies, the issuance price of the shares will be equal to EUR 2.039, equal to the arithmetic mean of the official prices registered by the shares of (client name) and
Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the thirty days prior to 14 November 2013, the date on which the 2014-2016 Business Plan was approved, with reference to the issuance of shares to service such plan, in the context of the share capital increase with exclusion of option rights in accordance with Article 2441, paragraph 8, of the Italian Civil Code.
on Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the thirty days prior to 14 November 2013, the date on which the 2014-2016 Business Plan was approved, with reference to the issuance of shares to service such plan, in the context of the share capital increase with exclusion of option rights in accordance with Article 2441, paragraph 8, of the Italian Civil Code.
Dear Shareholders,
In the light of the foregoing, we invite you to adopt the following resolutions
"The Extraordinary Shareholders' Meeting of Geox S.p.A.
− having examined the explanatory report of the Board of Directors drafted in accordance with Article 125-ter of Legislative Decree No. 58 of 24 February 1998, as subsequently amended, and Article 72 of Consob Regulation No. 11971 of 4 May 1999, as subsequently amended and supplemented, regarding item 1 on the agenda of the extraordinary session,
3. to accordingly modify the text of Article 5 of the Articles of Association, replacing it with the text that follows":
| CURRENT WORDING | PROPOSED WORDING |
|---|---|
| with highlighted changes | |
| ARTICLE 5 - Share Capital |
ARTICLE 5 - Share Capital |
| The share capital subscribed and paid up is equal to | The share capital subscribed and paid is equal to |
| EUR 25,920,733.10 (twenty-five million nine |
EUR 25,920,733.10 (twenty-five million nine |
| hundred twenty thousand seven hundred and thirty | hundred twenty thousand seven hundred and thirty |
| three/10) and is represented by 259,207,331 (two | three/10) and is represented by 259,207,331 (two |
| hundred fifty-nine million two hundred and seven | hundred fifty-nine million two hundred and seven |
| thousand three hundred and thirty-one) ordinary | thousand three hundred and thirty-one) ordinary |
| shares with a nominal value of EUR 0.10 = (zero | shares with a nominal value of EUR 0.10 = (zero |
| point ten) each. | point ten) each. |
| On 18 December 2008, the Extraordinary |
On 18 December 2008, the Extraordinary |
| Shareholders' Meeting resolved to increase paid | Shareholders' Meeting resolved to increase paid |
| capital with effect from 1 January 2009, for a | capital with effect from 1 January 2009, for a |
| nominal maximum amount of EUR 1,200,000.00 | nominal maximum amount of EUR 1,200,000.00 |
| (one million two hundred thousand/00), to service | (one million two hundred thousand/00), to service |
| one or more stock incentive plans (the so-called | one or more stock incentive plans (the so-called |
| stock option plan) reserved for the directors, | stock option plan) reserved for the directors, |
| employees and/or staff members of the Company | employees and/or staff members of the Company |
| and/or its subsidiaries in accordance with Article | and/or its subsidiaries in accordance with Article |
| 2359, paragraph 1, number 1), of the Italian Civil | 2359, paragraph 1, number 1), of the Italian Civil |
| Code, divisible and open until 31 December 2020, | Code, divisible and open until 31 December 2020, |
with the exclusion of the option right of Shareholders in accordance with Article 2441, paragraphs V, VI and VIII of the Italian Civil Code, through the issue of a maximum number of ordinary shares equal to 12,000,000 (twelve million) shares, with a nominal value of EUR 0.10 = (zero point ten) each, with regular dividend rights.
The issuance price of the shares is left to the determination of the Board of Directors, and shall be equal to the arithmetic mean of the official prices registered by the Geox shares on the Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the month preceding the date(s) of the assignment, in compliance with the minimum price per share, equal to EUR 1.20, out of which EUR 1.10 constitutes the share premium. However, the issuance price may not be less than that determined in compliance with Article 2441, paragraph 6 of the Italian Civil Code, based on the Company's shareholders' equity resulting from the last approved financial statements before the date of the assignment of the subscription rights, also taking into account the stock price trend in the last six months.
In addition, and without prejudice to the foregoing, with reference to the stock incentive plan "Stock Option Plan 2014-2016" intended solely for the directors (who are also employees) and employees of the company and/or subsidiary companies, the issuance price of the shares will be equal to EUR 2.039, equal to the arithmetic mean of the official prices registered by the shares of Geox and on the Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the thirty days prior to 14 November 2013, the date on which the 2014-2016 Business Plan was approved, with reference to the issuance of shares to service such plan, in the context of the share capital increase with exclusion of option rights in accordance with Article 2441, paragraph 8, of the Italian Civil Code.
with the exclusion of the option right of Shareholders in accordance with Article 2441, paragraphs V, VI and VIII of the Italian Civil Code, through the issue of a maximum number of ordinary shares equal to 12,000,000 (twelve million) shares, with a nominal value of EUR 0.10 = (zero point ten) each, with regular dividend rights.
The issue price of the shares is left to the determination of the Board of Directors, and shall be equal to the arithmetic mean of the official prices registered by the shares of Geox on the Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the month preceding the date(s) of the assignment, in compliance with the minimum price per share which is equal to EUR 1.20 of which EUR 1.10 constitutes the share premium. However, the issuance price may not be less than that determined in compliance with Article 2441, paragraph 6 of the Italian Civil Code, based on the Company's shareholders' equity resulting from the last approved financial statements before the date of the assignment of the subscription rights, also taking into account the stock price trend in the last six months.
In addition and without prejudice to the foregoing, with reference to the stock incentive plan "Stock Option Plan 2014-2016" intended solely for the directors (who are also employees) and employees of the company and/or subsidiary companies, the issuance price of the shares will be equal to EUR 2.039, equal to the arithmetic mean of the official prices registered by the shares of (client name) and on Italian Equities Market (MTA), organised and managed by Borsa Italiana S.p.A., in the thirty days prior to 14 November 2013, the date on which the 2014-2016 Business Plan was approved, with reference to the issuance of shares to service such plan, in the context of the share capital increase with exclusion of option rights in accordance with Article 2441, paragraph 8, of the Italian Civil Code.
The proposals for the amendment of Article 5 of the Articles of Association do not constitute cases of withdrawal.
Dear Shareholders,
We direct your attention to the draft resolutions submitted to the Extraordinary Shareholders' Meeting, as described below, relating to the free share capital increase instrumental to the implementation of one or more incentive-based schemes providing for the allocation, free of charge, of the Company's ordinary shares (stock grant plans) in favour of the management of the Company or other companies of the Geox Group ( "Share Capital Increase").
Note that during the Ordinary Shareholders' Meeting, at item 5 of the agenda, a proposal was set forth, aimed at approving the 2019-2021 stock grant plan ("Stock Grant Plan 2019-2021" or "Plan") concerning the assignment to the Chief Executive Officer, Key Managers, as well as to the Executives and Key People, the right to receive, free of charge, up to 5,000,000 ordinary shares of Geox S.p.A. ("Company"), subject to the achievement of certain performance targets. In accordance with the Plan, such shares may be sourced, at the discretion of the Board of Directors, in compliance with the relevant legal provisions: (i) following a free share capital increase in accordance with Article 2349, paragraph 1, of the Italian Civil Code, to be performed through a special-purpose profit reserve in service of said share capital increase, referred to under item 5 of the agenda of the Ordinary Shareholders' Meeting and/or (ii) by using shares possibly purchased on the market and/or held under a different title by the Company, subject to the issuance by the Ordinary Shareholders' Meeting of the authorisation to purchase and transfer the Company's treasury shares in accordance with Articles 2357 ff. of the Italian Civil Code.
The Board of Directors proposes that the Extraordinary Shareholders' Meeting approve the Share Capital Increase, in separate issues, in service of one or more stock grant plans, including, inter alia, the 2019-2021 Stock Grant Plan, for a maximum nominal amount of EUR 1,200,000, corresponding to a maximum of 12,000,000 ordinary shares of the Company, to be issued by the Board of Directors, also in separate issues, under the terms and conditions set forth in the stock grant plans for which the service is established.
The Share Capital Increase is instrumental to the implementation of one or more of the stock grant plans, including, inter alia, the 2019-2021 Stock Grant Plan, and is therefore reserved for the beneficiaries of such plans as identified by the Board of Directors.
The share-based remuneration plans, in accordance with the best market practices adopted by listed companies at national and international level, constitute an effective tool for incentivising and retaining individuals holding key roles, as well as for employees, maintaining high-quality employee performance and enhancing it to help increase company growth and success.
The terms and conditions of the stock grant plans, which the Share Capital Increase will service, will be explained in more detail from time to time in the specific information notice made available to the public in accordance with Article 84-bis of the Consob Regulation, in compliance with the provisions of Article 114-bis of the Italian Consolidated Law on Finance (TUF).
The free Share Capital Increase in accordance with Article 2349, paragraph 1, of the Italian Civil Code shall be implemented through a special-purpose profit reserve, the establishment of which, for an amount equal to EUR 1,200,000, is proposed to the Ordinary Shareholders' Meeting at point 6 of the agenda.
The shares that are the subject of the Share Capital Increase will have regular dividend rights and these will be assigned to the beneficiaries by the Board of Directors subject to the achievement of the performance goals set forth therein. The shares will be delivered to each beneficiary on the day indicated in the assignment notice.
If, subject to the achievement of the above objectives, all of the maximum 12,000,000 ordinary shares covered by the stock grant plans, the newly issued shares will be equal to approximately 4.4% the share capital of the Company as consequently increased.
As a result of the draft resolution submitted for your attention, Article 7 of the Articles of Association must be amended by introducing a clause concerning the possibility to resolve on share capital increases in accordance with Article 2349 of the Italian Civil Code.
The Share Capital Increase in question is divisible and can be subscribed on the basis of the rights assigned, at the latest, by 31 December 2023, providing, in accordance with Article 2439, paragraph 2, of the Italian Civil Code, that if by this deadline the share capital increase is not fully subscribed, the share capital shall be increased by an amount equal to the subscriptions collected up to that date.
A comparison between Articles 5 (as amended to reflect the changes referred to at item 1 on the agenda of the extraordinary session) and 7 of the Articles of Association, showing the current wording and the proposed new wording, is shown below:
| CURRENT TEXT | PROPOSED TEXT |
|---|---|
| with highlighted changes | |
| ARTICLE 5 - Share Capital |
ARTICLE 5 - Share Capital |
| The share capital subscribed and paid is equal to | The share capital subscribed and paid is equal to |
| EUR 25,920,733.10 (twenty-five million nine |
EUR 25,920,733.10 (twenty-five million nine |
| hundred and twenty thousand seven hundred and | hundred and twenty thousand seven hundred and |
| thirty-three/10) and is represented by 259,207,331 | thirty-three/10) and is represented by 259,207,331 |
| (two hundred fifty-nine million two hundred and | (two hundred fifty-nine million two hundred and |
| seven thousand three hundred and thirty-one) | seven thousand three hundred and thirty-one) |
| ordinary shares with a nominal value of EUR 0.10 | ordinary shares with a nominal value of EUR 0.10 = |
| = (zero point ten) each. | (zero point ten) each. |
| On 16 April 2019, the Extraordinary |
|
| Shareholders' Meeting resolved, in |
|
| accordance with Article 2349 of the Italian | |
| Civil Code, a free share capital increase in | |
| separate issues for a nominal maximum |
|
| amount of EUR 1,200,000 (one million two |
|
| hundred thousand/00) corresponding to a | |
| maximum number of 12,000,000 ordinary | |
| shares with a nominal value of EUR 0.10 | |
| (zero point ten) each, to service one or more | |
| stock incentive plans providing for the |
|
| allocation of ordinary shares free of charge |
|
| (stock grant plans) that are already approved | |
| or future and possible, including, inter alia, | |
| the 2019-2021 Stock Grant Plan, reserved for | |
| directors, managers and employees of the | |
| Company and/or its subsidiaries in |
|
| accordance with Article 2359, paragraph 1, |
|
| number 1), of the Italian Civil Code, divisible | |
| and open until 31 December 2023, through a | |
| special-purpose reserve of profits hereby | |
| established for a drawn amount of EUR | |
| 1,200,000, or according to the different |
|
| methods dictated by the regulations in force | |
| from time to time. | |
| The Share Capital Increase in question is | |
| divisible and can be subscribed on the basis of | |
| the rights assigned, at the latest, by 31 |
| December 2023, providing, in accordance with Article 2439, paragraph 2, of the Italian Civil Code, that if, by this term, the share capital increase is not fully subscribed, the share capital shall be increased by an amount equal to the subscriptions collected up to that date. The shares to be issued will be allocated under the terms and conditions set forth in the stock grant plans for which the share capital increase has been established. The Board of Directors is provided with all the necessary powers related to implementing the share capital increase referred to above, and more specifically to the allocation and issuance of new shares to service the stock grant plans, under the terms and conditions provided within the plans themselves, in accordance with the implementing regulation approved by the Board, as well as the power to make such consequent amendments to this article, in order to adjust the share capital amount accordingly. |
|
|---|---|
| ARTICLE 7 – Issuance of shares and financial instruments In the event of a capital increase, the shareholders shall have a share-purchase right over the newly issued shares, unless otherwise provided for by the Shareholders' Meeting in accordance with Article 2441 of the Italian Civil Code. In accordance with Article 2441, paragraph IV, of the Italian Civil Code, in the event of a capital increase, the share purchase right may be excluded up to 10% of the pre-existing share capital, provided that the issuance price coincides with the share market value as specifically confirmed in a report prepared by the firm in charge of auditing. The capital increase may occur by issuing different categories of shares, each with specific rights and terms, to be subscribed by contribution in cash or otherwise, within the limits provided under law. To the extent permitted by law, the extraordinary |
ARTICLE 7 – Issuance of shares and financial instruments In the event of a capital increase, the shareholders shall have a share purchase right over the newly issued shares, unless otherwise provided for by the Shareholders' Meeting in accordance with Article 2441 of the Italian Civil Code. In accordance with Article 2441, paragraph IV, of the Italian Civil Code, in the event of a capital increase, the share purchase right may be excluded up to 10% of the pre-existing share capital, provided that the issuance price coincides with the share market value as specifically confirmed in a report prepared by the firm in charge of auditing. The capital increase may occur by issuing different categories of shares, each with specific rights and terms, to be subscribed by contribution in cash or otherwise, within the limits provided under law. To the extent permitted by law, the extraordinary |
| Shareholders' Meeting may resolve upon the issue of the financial instruments referred to by Article 2346 paragraph VI and Article 2349, paragraph II, of the Italian Civil Code. The resolution by which any different categories of shares or financial instruments are issued decides the rights and terms attaching thereto. |
Shareholders' Meeting may resolve upon the issue of the financial instruments referred to by Article 2346 paragraph VI and Article 2349, paragraph II, of the Italian Civil Code. The resolution by which any different categories of shares or financial instruments are issued decides the rights and terms attaching thereto. |
| The | extraordinary | Shareholders' | Meeting |
|---|---|---|---|
| may resolve upon the allocation of profits to | |||
| the employees of the Companies or its | |||
| subsidiaries, in accordance with Article 2349, | |||
| paragraph I, of the Italian Civil Code. |
The proposed amendments to Article 5 and Article 7 of the Company's Articles of Association do not trigger a right to withdrawal.
* * *
in light of the foregoing, we invite You to pass the following resolutions:
"The ordinary Shareholders' Meeting of Geox S.p.A.
the authority to carry out such non-material amendments to such resolutions, as required by any relevant authorities, including for the purpose of registration with the relevant company register;
6. as a result, to amend the wording of both Article 5 (as already amended consistently with the amendments referred to under item 1 in the Agenda of the extraordinary session), and Article 7 of the Company's Articles of Association, by replacing them as follows":
| CURRENT TEXT | PROPOSED TEXT |
|---|---|
| with highlighted changes | |
| ARTICLE 5 - Share Capital |
ARTICLE 5 - Share Capital |
| The share capital subscribed and paid is equal to EUR 25,920,733.10 (twenty-five million nine hundred and twenty thousand seven hundred and thirty-three/10) and is represented by 259,207,331 (two hundred fifty-nine million two hundred and seven thousand three hundred and thirty-one) ordinary shares with a nominal value of EUR 0.10 = (zero point ten) each. |
The share capital subscribed and paid is equal to EUR 25,920,733.10 (twenty-five million nine hundred and twenty thousand seven hundred and thirty-three/10) and is represented by 259,207,331 (two hundred fifty-nine million two hundred and seven thousand three hundred and thirty-one) ordinary shares with a nominal value of EUR 0.10 = (zero point ten) each. On 16 April 2019, the Extraordinary Shareholders' Meeting resolved, in accordance with Article 2349 of the Italian Civil Code, a free share capital increase in separate issues for a nominal maximum amount of EUR 1,200,000 (one million two hundred thousand/00) corresponding to a maximum number of 12,000,000 ordinary shares with a nominal value of EUR 0.10 (zero point ten) each, to service one or more stock incentive plans providing for the allocation of ordinary shares free of charge (stock grant plans) that are already approved or future and possible, including, inter alia, the 2019-2021 Stock Grant Plan, reserved for directors, managers and employees of the Company and/or its subsidiaries in |
| accordance with Article 2359, paragraph 1, number 1), of the Italian Civil Code, divisible and open until 31 December 2023, through a |
|
| special-purpose reserve of profits hereby established for a drawn amount of EUR 1,200,000, or according to the different methods dictated by the regulations in force from time to time. |
|
| The Share Capital Increase in question is divisible and can be subscribed on the basis of the rights assigned, at the latest, by 31 December 2023, providing, in accordance with Article 2439, paragraph 2, of the Italian Civil Code, that if, by this term, the share capital increase is not fully subscribed, the |
|
| share capital shall be increased by an amount |
| equal to the subscriptions collected up to | |
|---|---|
| that date. | |
| The shares to be issued will be allocated | |
| under the terms and conditions set forth in | |
| the stock grant plans for which the share | |
| capital increase has been established. | |
| The Board of Directors is provided with all | |
| the necessary powers related to implementing the share capital increase |
|
| referred to above, and more specifically to | |
| the allocation and issuance of new shares to | |
| service the stock grant plans, under the | |
| terms and conditions provided within the | |
| plans themselves, in accordance with the | |
| implementing regulation approved by the | |
| Board, as well as the power to make such | |
| consequent amendments to this article, in | |
| order to adjust the share capital amount |
|
| accordingly. | |
| ARTICLE 7 – Issuance of shares and |
ARTICLE 7 – Issuance of shares and financial |
| financial instruments | instruments |
| In the event of a capital increase, the shareholders | In the event of a capital increase, the shareholders |
| shall have a share-purchase right over the newly | shall have a share purchase right over the newly |
| issued shares, unless otherwise provided for by the | issued shares, unless otherwise provided for by the |
| Shareholders' Meeting in accordance with Article | Shareholders' Meeting in accordance with Article |
| 2441 of the Italian Civil Code. | 2441 of the Italian Civil Code. |
| In accordance with Article 2441, paragraph IV, of | In accordance with Article 2441, paragraph IV, of |
| the Italian Civil Code, in the event of a capital | the Italian Civil Code, in the event of a capital |
| increase, the share purchase right may be excluded | increase, the share purchase right may be excluded |
| up to 10% of the pre-existing share capital, | up to 10% of the pre-existing share capital, provided |
| provided that the issuance price coincides with the | that the issuance price coincides with the share |
| share market value as specifically confirmed in a | market value as specifically confirmed in a report |
| report prepared by the firm in charge of auditing. | prepared by the firm in charge of auditing. |
| The capital increase may occur by issuing different | The capital increase may occur by issuing different |
| categories of shares, each with specific rights and | categories of shares, each with specific rights and |
| terms, to be subscribed by contribution in cash or | terms, to be subscribed by contribution in cash or |
| otherwise, within the limits provided under law. | otherwise, within the limits provided under law. |
| To the extent permitted by law, the extraordinary | To the extent permitted by law, the extraordinary |
| Shareholders' Meeting may resolve upon the issue | Shareholders' Meeting may resolve upon the issue |
| of the financial instruments referred to by Article 2346 paragraph VI and Article 2349, paragraph II, |
of the financial instruments referred to by Article 2346 paragraph VI and Article 2349, paragraph II, of |
| of the Italian Civil Code. | the Italian Civil Code. |
| The resolution by which any different categories of | The resolution by which any different categories of |
| shares or financial instruments are issued decides | shares or financial instruments are issued decides |
| the rights and terms attaching thereto. | the rights and terms attaching thereto. |
| The extraordinary Shareholders' Meeting |
|
| may resolve upon the allocation of profits to | |
| the employees of the Companies or its |
|
| subsidiaries, in accordance with Article 2349, | |
| paragraph I, of the Italian Civil Code. |
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