AGM Information • Mar 13, 2018
AGM Information
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The Ordinary Meeting of shareholders of Fiera Milano S.p.A. will be convened once in Rho (Milan), in the Auditorium in the Centro Servizi of the exhibition site, Strada Statale del Sempione 28, (reserved parking is available with entry from Porta Sud), on 23 April 2018 at 15.00 hours.
(Report pursuant to Article 125-ter, paragraph 1, of Legislative Decree 24 February 1998, no. 58 and subsequent amendments)
1. Financial Statements at 31 December 2017, the Board of Directors' Management Report, the Report of the Board of Statutory Auditors, The Report of the Independent Auditors. Presentation of the Consolidated Financial Statements at 31 December 2017 and the Consolidated Disclosure of Non-financial Information under Legislative Decree no. 254/2016.
The preliminary Financial Statements for the financial year ended 31 December 2017 that we submit for your attention show a net loss of Euro 863,987.03, which we propose should be covered as indicated below. Further detailed information is provided in the Board of Directors' Management Report that is part of the Annual Financial Statements.
We also submit the Group Consolidated Financial Statements for the financial year to 31 December 2017 for your attention; although these are not subject to approval by the Shareholders' Meeting, they complement the information provided in the Financial Statements of Fiera Milano S.p.A.
Given the above, we submit for your approval the following
"The Shareholders' Meeting of Fiera Milano S.p.A., having considered the Board of Directors Management Report, the Report of the Board of Statutory Auditors and the report of the Independent Auditors, and having examined the Financial Statements for the year to 31 December 2017,
We also present to the Shareholders' Meeting the Consolidated Disclosure of Non-financial Information prepared by the Company in accordance with Legislative Decree 254/2016.
Dear Shareholders,
With reference to the second item on the Agenda, we would point out that the mandate, given the Board of Statutory Auditors by the Shareholders' Meeting of 29 April 2015, expires with the approval of the Financial Statements at 31 December 2017.
Therefore, we invite you, in accordance with Article 2364, paragraph 1, section 2) of the Italian Civil Code, to appoint a new control body, in accordance with prevailing law and regulations and with Article 20 of the Company Articles of Association, which are available on the Company website www.fieramilano.it in the section Investor Relations/Corporate Governance/Company Articles of Association.
The appointment of the Board of Statutory Auditors is done in two separate votes: the first, using the system of lists, to appoint the Standing Statutory Auditors, the Supplementary Statutory Auditors and the Chairperson; the second, using a majority vote, is to decide the remuneration of the Board of Statutory Auditors.
We would remind you that:
lists of candidates to be a member of the Board of Statutory Auditors and their names must be submitted in accordance with prevailing law and Article 20.2 of the Company Articles of Association. Lists that do not meet these requirements will be considered as not having been submitted;
under Article 20.2 of the Company Articles of Association, the Chairperson of the Board of Statutory Auditors is the first candidate on the list obtaining the second highest number of votes and who is not connected, directly or indirectly, as required by prevailing laws and regulations, with the shareholders that presented, took part in presenting, or voted for the list obtaining the greatest number of votes;
Moreover, shareholders who intend to submit lists of candidates for the Board of Statutory Auditors should note that:
ii. declarations in which the individual candidates accept their candidacy and testify, of their own responsibility, that no reasons of ineligibility or incompatibility exist, including that under Article 20.1 of the Company Articles of Association regarding the limit to the total number of positions that may be held, and that he/she meets the enacted legal and regulatory requirements to be appointed;
iii. a personal and professional curriculum vitae of each candidate that lists the administration and control positions held in other companies, also in the past, (should any changes occur prior to the Shareholders' Meeting, this list must be immediately updated and communicated to the Company);
Lastly, under Article 144-sexies, paragraph 5 of the Listing Rules, if, by the end of the twenty-fifth day prior to the date of the Shareholders' Meeting, only one list with candidates for membership of the Board of Statutory Auditors or only lists from shareholders who, under Article 144-sexies, paragraph 4 of the Listing Rules are connected in such a way as described in Article 144-quinquies of the Listing Rules, have been submitted, the period in which lists may be submitted will be extended by a further three days from the aforementioned date and the shareholding required to submit lists will be halved (i.e. to 1.25% of the share capital).
The mandate of the members of the Board of Statutory Auditors appointed in accordance with all the above is for three financial years and, therefore, until the date of the Shareholders' Meeting convenes to approve the Financial Statements at 31 December 2020.
The Shareholders' Meeting is required to decide – under the combined provisions of Article 2364, paragraph 1, point 3) and Article 2402 of the Italian Civil Code – the annual remuneration of the Statutory Auditors and of the Chairperson of the Board of Statutory Auditors. It should be noted that Article 8.C.3. of the Self-regulatory Code recommends that "the remuneration of the Statutory Auditors is commensurate with the work required of them, with the importance of the position held and with size and sector in which the entity operates".
The Board of Directors defers to the Shareholders' Meeting regarding any decision on the remuneration of the Statutory Auditors with the following
"The Shareholders' Meeting of Fiera Milano S.p.A., having acknowledged the appointment of the new Board of Statutory Auditors,
remuneration of the Standing Statutory Auditors for the duration of their mandate that totals a gross sum Euro [•] each year, of which Euro [•].00 for the Chairperson and Euro [•].00 for each Standing Statutory Auditor, as well as the reimbursement of any expenses incurred whilst carrying out their role.
Dear Shareholders,
On 12 March 2018, the Board of Directors, in accordance with prevailing law, approved the Report on Remuneration (hereinafter also the "Report") prepared in accordance with Article 123–ter of the Consolidated Finance Act, which was made publicly available on 13 March 2018.
Under paragraph 6 of Article 123-ter of the Consolidated Finance Act, the Shareholders' Meeting is asked to give a non-binding opinion, either favourable or unfavourable, on Section One of the Report.
Given this, the Directors submit for your examination Section One of the aforementioned Report, which describes the Company remuneration policy (hereinafter also the "Policy"), to which the Board of Directors adheres when determining the remuneration of members of the Board of Directors, and, in particular, the Directors with special responsibilities, members of the Committees and the Executives responsible for Group strategy.
The Remuneration Policy is the result of a clear and transparent process in which the Company Board of Directors and the Appointments and Remuneration Committee play central roles.
The Board of Directors of the Company, on the proposal of the Appointments and Remuneration Committee, has adopted the Policy as most recently modified on 12 March 2018, which was prepared also following the recommendations of Article 6 of the Selfregulatory Code.
Specifically, the Remuneration Policy of the Company aims to:
For details of the Report on Remuneration and, in particular, Section One that we submit for your consideration, please refer to the document, which is available on the Company website www.fieramilano.it in the section Investor Relations/ Corporate Governance/ Shareholders' Meetings.
Given the above, we submit for your approval the following
"The Shareholders' Meeting of Fiera Milano S.p.A., having considered the Report on Remuneration pursuant to Article 123-ter of Legislative Decree 58/98 and, in particular, Section One of the Report,
the contents of Section One of the Report on Remuneration, prepared in accordance with Article
123–ter of Legislative Decree 58/98, regarding the Company policy on remuneration of the members of the Board of Directors and, in particular, the Directors with special responsibilities, members of the Committees and the Executives responsible for the Group strategy, and the procedures required to adopt and implement this policy".
Dear Shareholders,
On 12 March 2018, the Board of Directors decided that, given the management and corporate governance changes in Fiera Milano and, therefore, in the reference strategic objectives, to submit for your examination, in accordance with Article 114-bis of the Consolidated Finance Act, a new medium/long-term incentive scheme – comprising both cash and performance shares – called the "Performance Share Plan 2018-2019" (hereinafter also the "Plan")
The Information Document, prepared under the provisions of prevailing law, details the terms and conditions of the Plan.
For specific details of the Information Document for the Plan submitted for your examination, please refer to the Document itself, which is available on the Company website www.fieramilano.it in the section Investor Relations/Corporate Governance/Shareholders' Meetings.
The Shareholders' Meeting will be asked to approve not only the guidelines of the Plan contained in the document but also to give the Board of Directors all the necessary and appropriate powers to implement the Plan, in particular (for example) every power: (i) to identify, include or exclude Beneficiaries, (ii) to determine the number of shares to be allocated free of charge to each Beneficiary, the bonus amount and the number of shares to be allocated to each Beneficiary, (iii) to draw up the allocation forms and determine the performance targets under the Plan, (iv) to verify that the conditions in the Rules governing the Plan for paying the bonus and allocating the shares to each Beneficiary have been met; (v) to make the allocations to the Beneficiaries, (vi) to prepare and approve the Rules governing the Plan and make any changes to them considered necessary and/or appropriate, also to adjust them in the light of any extraordinary events that might occur, (vii) prepare and/or finalise any document necessary or appropriate regarding the Plan, including the communication of information to the market in accordance with applicable law and regulations and (viii) to carry out any action, fulfil any obligation, formality or make any communication necessary or appropriate to manage and/or implement the Plan, with the faculty of delegating the powers, tasks and responsibilities for the execution and implementation of the Plan.
Given the above, we submit for your approval the following
"The Shareholders' Meeting of Fiera Milano S.p.A., having considered the Information Document relating to the Plan
1) the Performance Share Plan 2018-2019 prepared in accordance with Article 114-bis of Legislative Decree 58/98, under the terms described above and as detailed in the
Information Document for the Plan published in accordance with applicable rules, to replace the 2017-2023 Stock Option Plan approved by the Ordinary Shareholders' Meeting on 28 April 2016;
2) to give the Board of Directors all the necessary and appropriate powers to implement the Performance Shares Plan 2018-2019, including, for example, every power: (i) to identify, include or exclude Beneficiaries, (ii) to determine the number of shares to be allocated free of charge to each Beneficiary, the bonus amount and the number of shares to be allocated to each Beneficiary, (iii) to draw up the allocation forms and determine the performance targets under the Plan, (iv) to verify that the conditions in the Rules governing the Plan for paying the bonus and allocating the shares to each Beneficiary have been met; (v) to make the allocations to the Beneficiaries, (vi) to prepare and approve the Rules governing the Plan and make any changes to them considered necessary and/or appropriate, also to adjust them in the light of any extraordinary events that might occur, (vii) prepare and/or finalise any document necessary or appropriate regarding the Plan, including the communication of information to the market in accordance with applicable law and regulations and (viii) to carry out any action, fulfil any obligation, formality or make any communication necessary or appropriate to manage and/or implement the Plan, with the faculty of delegating the powers, tasks and responsibilities for the execution and implementation of the Plan".
Dear Shareholders,
The Shareholders' Meeting of 21 April 2017 authorised the Company to buy back treasury shares for a period of 18 months from the date the authority was approved and to dispose of all and/or part of the shares acquired with no time limits and even before the purchase mandate has been exhausted.
The Company has not used this authority and, therefore, at today's date, holds, directly and indirectly 939,018 treasury shares, equivalent to 1.31% of the share capital.
Since the aforementioned authority expires on 21 October 2018, in order to avoid convening a special Shareholders' Meeting around this expiry date, we believe that it would be useful that you to approve a new authority to buy back and dispose of treasury shares in accordance with Articles 2357 and following of the Italian Civil Code, following prior cancellation of the existing authority.
The buy back of the Company's own ordinary shares will be carried out in accordance with the existing rules for listed companies and any other European Union and national laws that are applicable.
The reasons and procedures for the buy back and disposal of treasury shares for which we request your authority are given below.
The Board of Directors is requesting this authority as it is of the opinion that the buy back of treasury shares could represent an attractive investment opportunity and/or may be instrumental in improving the financial structure of the Company as it may facilitate future agreements involving the exchange of shareholdings.
The authority is requested in order to carry out transactions, in accordance with enacted law and regulations, to stabilise share price movements linked to anomalies in the market, improving the liquidity of the shares.
The authority is also requested so that treasury shares are available for use in stock option incentive plans (and, in particular, as part of the incentive scheme to be submitted for your approval at the Shareholders' Meeting convened on 23 April 2018) that may be approved under the provisions of law or as part of any bond issue convertible into shares of the Company.
It is also proposed that, at the same time, the Shareholders' Meeting authorises the Board of Directors to dispose, under the conditions and within the limits stipulated below, of any shares purchased, as well as of any treasury shares already held as this facility is considered an important component of management and strategic flexibility.
The buyback mandate requested applies to the Company's ordinary shares that have no nominal value and, in accordance with Article 2357, paragraph 3, of the Italian Civil Code, may not exceed one-fifth of the share capital, including the shares held by the Company and its subsidiaries at today's date. Directions given to the subsidiaries will require them to give prompt notice of any purchase of shares in Fiera Milano S.p.A. in order to ensure compliance with the aforementioned total limit of 20% of the share capital of the Company.
At the date of the present Report, the issued and fully paid up share capital of the Company is Euro 42,445,141.00 (forty-two million four hundred and forty-five thousand one hundred and forty-one) and is made up of 71,917,829 (seventy-one million nine hundred and seventeen thousand eight hundred and twenty-nine) registered shares with no nominal value.
The consideration paid or received for transactions in treasury shares will be recognised directly in net equity as required by IAS 32 and the accounting treatment thereof will comply with any regulations that may be enacted.
The buyback authority is requested for a period of eighteen months from the date of approval by the Shareholders' Meeting, while the authority for the Board of Directors to dispose of the shares is requested without a time limit.
Without prejudice to the provisions of paragraph E) below, treasury shares may be purchased under the provisions for transactions in Article 3 of the Commission Delegated Regulation (EU) 2016/1052 (hereinafter the "Regulation 1052") supplementing Regulation (EU) 596/2014 and the applicable provisions of the Italian Civil Code at a price that is no higher than the higher of the price of the most recent independent transaction and the current highest independent offer price in the market where the acquisition transaction is done subject to the unit price of the shares being no higher than 10% and no lower than 10% of the reference price recorded by Fiera Milano shares on the Italian stock exchange (MTA – Mercato Telematico Azionario) organised and managed by Borsa Italiana S.p.A. in the trading session preceding each individual transaction.
The shares may be sold, even before the buyback mandate has been exhausted, in one or more tranches and the selling price must be no lower than that of the lowest purchase price.
This price limit will not be applicable in the event the shares are disposed of as part of an equity-based incentive scheme. If the shares are used as part of extraordinary transactions, for example, share swaps, exchanges, conferrals or as part of capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions and any other non-cash asset disposal transaction, the financial terms of the transaction will be decided by the Board of Directors according to the type and characteristics of the transaction, also taking account of the market performance of the Fiera Milano shares.
The buyback of treasury shares may be made in one or more tranches, in compliance with applicable laws and regulations including the market procedures recognised by Consob.
Purchases of treasury shares must be made under the provisions of Article 3 of Regulation 1052 and the applicable provisions of the Italian Civil Code and in such a way as to ensure equal treatment for all shareholders in accordance with Article 132 of the Consolidated Finance Act, exclusively in the following ways:
direct matching of buy orders with sell orders at a predetermined price;
iii. purchase and sale of derivative instruments traded on regulated markets that provide for the physical delivery of underlying shares, on the condition that the rules for organisation and management of the market provide for procedures that comply with those under Article 144-bis, paragraph 1, section c) of the Listing Rules.
Disposals may be made, even before the buyback authority has been exhausted, in one or more tranches, through sales on regulated and/or unregulated markets, or off market, or by public offer, or as consideration for the purchase of shareholdings or by way of a distribution to shareholders.
Given the above, we submit for your approval the following
"The Shareholders' Meeting of Fiera Milano S.p.A. of 23 April 2018,
regulated and/or unregulated markets or off market, or by public offer, or as consideration for the purchase of shareholdings or by way of a distribution to shareholders. The selling price must be no lower than that of the lowest purchase price. This price limit will not be applicable in the event the shares are disposed of as part of an equity-based incentive scheme. If the shares are used as part of extraordinary transactions, for example, share swaps, exchanges, conferrals or as part of capital transactions or other corporate and/or financial transactions and/or other extraordinary transactions and any other non-cash asset disposal transaction, the financial terms of the transaction will be decided by the Board of Directors according to the type and characteristics of the transaction, also taking account of the market performance of the Fiera Milano shares;
4) granting the Board of Directors and, acting on its behalf, the appointed Chairperson and Chief Executive Officer, jointly and severally, any necessary power to make purchases or disposals and, however, to implement the aforementioned resolutions, also through agents, complying with any eventual request from the competent authorities."
Rho (Milan), 12 March 2018
On behalf of the Board of Directors The Chairperson Lorenzo Caprio
This document contains a true translation in English of the document in Italian "Proposte per l'Assemblea ordinaria degli Azionisti".
However, for information about Fiera Milano reference should be made exclusively to the original document in Italian.
The Italian version of the "Proposte per l'Assemblea ordinaria degli Azionisti" shall prevail upon the English version.
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