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Orsero

AGM Information Mar 26, 2025

4276_egm_2025-03-26_be33b457-d812-496e-aa4d-ecbbaeb216c1.pdf

AGM Information

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EXTRACT OF NOTICE CONVENING THE ORDINARY SHAREHOLDERS' MEETING OF ORSERO S.P.A.

Holders of ordinary shares are convened to the Ordinary Shareholders' Meeting of Orsero, exclusively by means of telecommunication and through the designed representative, to be held on April 29, 2025, at 3:00 pm, on single call, to discuss and pass resolutions on the following

AGENDA

    1. Approval of the Financial Statements as of December 31, 2024, Integrated Annual Report as of December 31, 2024, Reports of the Directors, Board of Statutory Auditors, and Independent Auditors. Presentation of the 2024 consolidated financial statements. Allocation of the profit for the year and distribution of the dividend. Related and consequent resolutions:
    2. 1.1 Approval of the Financial Statements as of December 31, 2024, Integrated Annual Report as of December 31, 2024, Reports of the Directors, Board of Statutory Auditors, and Independent Auditors;
    3. 1.2 Allocation of the profit for the year and distribution of the dividend.
    1. Report on the "2025 Remuneration Policy and 2024 Fees Paid" pursuant to Art. 123-ter of the TUF:

2.1 Binding resolution on "Section I" on the remuneration policy pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of the TUF;

2.2 Non-binding resolution on "Section II" on fees paid pursuant to Art. 123-ter, paragraph 6 of the TUF.

  1. Authorization to purchase and dispose of treasury shares, pursuant to the joint provisions of Arts. 2357 and 2357-ter of the Italian Civil Code, as well as Art. 132 of Italian Legislative Decree 58/1998 as amended and the relative implementing provisions, subject to revocation of the previous authorization for the portion not used. Related and consequent resolutions.

All information about: (i) the amount of share capital and voting rights; (ii) the legitimacy and procedures for attending and voting at the Shareholders' Meeting (record date April 16, 2025); (iii) the procedure for the exercise of proxy voting exclusively through the Company's designated representative in accordance with the law; (iv) the deadlines for exercising the right to ask questions before the Shareholders' Meeting and the right to supplement the agenda and submit additional proposals on matters already on the agenda; and (v) the manner and time limits for the availability of the proposed resolutions, the explanatory reports on each matter on the agenda, and the documents that will be submitted to the Shareholders' Meeting, can be found in the Notice of Shareholders' Meeting (to which reference is made), which is published in its entirety on the Company's website www.orserogroup.it in the "Governance/Shareholders' Meeting" section and is available on the authorized storage mechanism "eMarket STORAGE" (accessible at ).

We would also like to inform you that the annual financial report as of December 31, 2024, including the draft annual financial statements, the consolidated financial statements, the report on operations (which includes the consolidated sustainability report as of December 31, 2024 pursuant to Italian Legislative Decree 125/2024) and the certificates and reports envisaged ex lege, as well as the Report on Corporate Governance and Ownership Structures, will be available at the Company's registered office and on its website www.orserogroup.it, in the

"Governance/Shareholders' Meeting" section as well as the authorized storage mechanism "eMarket STORAGE" (accessible at ), by March 31, 2025. The documentation pursuant to Art. 77, paragraph 2-bis of Consob Regulation no. 11971/99 and Art. 15, paragraph1, letter a) of Consob Regulation no. 20249/17 will be available at the Company's registered office at least 15 days before the date of the Shareholders' Meeting, by April 14, 2025.

Milan, March 26th, 2025

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