Proxy Solicitation & Information Statement • Mar 21, 2022
Proxy Solicitation & Information Statement
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Infomath Torresi S.r.l. with headquartes in Rome, Viale Giuseppe Mazzini 6, 00195, Roma (RM), C.F. and VAT No. 15342071006, as "Designated Representative" by the company Aeffe S.p.A., pursuant to article 135-undecies TUF and the article 106 of the Care Decree Italy, taking into account the extension referred to in the Decree Law no. 228, art. 3, paragraph 1, in the person of an employee or collaborator with a specific assignment, proceeds to collect voting proxies relating to the ordinary Shareholders' Meeting of Aeffe S.p.A. convened on April 28 2022 at 09:30 a.m., on single call in the manner and within the terms indicated in the notice of call published on a company website www.aeffe.com, section Investor Relations – Info for Shareholders, on the18 march 2022 and for an excerpt in the newspaper "Italia Oggi" on the same date.
The proxy and the related voting instructions must reach Infomath Torresi S.r.l. by the end of the second trading day preceding the date set for the Shareholders' Meeting, ie by 11:59 pm on April 26, 2022. The proxy and voting instructions can be revoked within the same term.
The Designated Representative announces that he has no personal interest or that of third parties with respect to the proposed resolutions submitted to the vote.
The Designated Representative also declares that in the event of significant circumstances, unknown at the time of issue of the proxy that cannot be communicated to the delegating party, or in the event of changes or additions to the resolution proposals submitted to the shareholders' meeting, he does not intend to express a vote that differs from that contained in the voting instructions.
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N.B. This form may be subject to changes as a result of any integration to the agenda or submission of proposed resolutions pursuant to art. 126-bis TUF, or individual resolution proposals, within the terms and in the manner indicated in the Notice of calling
| The undersigned(*) signatory of the proxy | _____________ |
|---|---|
| born in() __________ on() _________ | |
| resident in(*) _________ |
in(*)__________ |
| Tax Code()_______ Telephone()_________ | |
| Email(*) _______________ | |
| Identity document (to be attached as a copy) valid – type (*) _________________ |
Issued by () Number () |
| As(2): | |
| □ subject to which the right to vote is attributed □ pledgee- |
□ □ □ reporter - usufructuary - caretaker |
| □ manager □ the powers of representation) - □ other _____ |
legal rapresentative or agent with authority to sub-delegate (attach a copy of the documentation proving |
| Name and Surname / Company Name(*)_____________ | ||||
|---|---|---|---|---|
| born in() __________ on() _________ | ||||
| resident in(*) |
______ Address(*)______ |
|||
| Tax Code(*)_________________ | ||||
| DELEGATION/SUB-DELEGATION Infomath Torresi S.r.l. to participate and vote at the meeting indicated above as | ||||
| per instructions provided with reference to no.________ ordinary shares Aeffe S.p.A. – Isin Code | ||||
| IT0001384590 – registered in the |
securities account(4) n. |
_________ at |
||
| _______ (depositary intermediary) ABI __ CAB ______as | ||||
| from communication n.(5)____ carried out by (Bank) _____ |
___________________________________________________________________________________________________________ DECLARES that it is aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are given voting instructions.
AUTHORIZES Infomath Torresi S.r.l. and Aeffe S.p.A. to the processing of personal data pursuant to Legislative Decree 30 June 2003, n. 196 ("Code regarding personal data") and EU Regulation 2016/679 ("GDPR"), for the purposes related to the conduct of the Assembly.
Data ___________________________ Firma ________________________________
The undersigned __________________________________________________ (name/personal data) delegates the Designated Representative to vote according to the following voting instructions at the ordinary meeting called by Aeffe S.p.A. for April 28, 2022 at 09:30 on first and single call.
1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative Decree 30 december 2016, n. 254;
Voting on the proposal of the Board of Directors (Please tick only one box)
□ In favour □ Against □ Absteined
Voting on the proposal of the Board of Directors (Please tick only one box)
| □ | □ | □ |
|---|---|---|
| In favour | Against | Absteined |
3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative Decree 58/98:
3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree 58/98;
Voting on the proposal of the Board of Directors (Please tick only one box)
□ In favour □ Against □ Absteined
3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree 58/98;
Voting on the proposal of the Board of Directors (Please tick only one box)
□ In favour □ Against □ Absteined
Proposed resolution (if presented by the holder of the right to vote and published by the issuer)
| (Proposer)____________ □ | In favour | □ Against |
□ Absteined |
|---|---|---|---|
Voting on the proposal of the Board of Directors (Please tick only one box)
□ In favour □ Against □ Absteined
________________________________________________________________________________
B) In the event of unknown circumstances at the time of issuing the proxy (1), the undersigned, with reference to
1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative Decree 30 december 2016, n. 254; □ Confirm the instructions □ Revokes the instructions
| Edit instructions (express preference) | ||
|---|---|---|
□ In favour______________________ □ Against □ Absteined
□ Confirm the instructions □ Revokes the instructions
Edit instructions (express preference)
| □ | In favour____ □ | Against | □ Absteined |
|---|---|---|---|
3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative Decree 58/98:
| 3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree 58/98; |
||||
|---|---|---|---|---|
| □ □ Confirm the instructions Revokes the instructions |
||||
| Edit instructions (express preference) | ||||
| □ In favour____ □ |
Against | □ Absteined |
||
| 3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree 58/98; |
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| □ □ Confirm the instructions Revokes the instructions |
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| Edit instructions (express preference) | ||||
| □ In favour____ □ |
Against | □ Absteined |
||
| 4. Appointment of two directors pursuant to art. 2386 civil code; | ||||
| □ □ Confirm the instructions Revokes the instructions |
||||
| Edit instructions (express preference) |
□ In favour______________________ □ Against □ Absteined
| 5. Determination of the remuneration due to the newly appointed directors. | |||
|---|---|---|---|
| □ □ Confirm the instructions Revokes the instructions |
|||
| Edit instructions (express preference) | |||
| □ In favour____ □ □ Against Absteined |
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| (1) In the event of significant circumstances, unknown at the time of issuing the proxy, which cannot be communicated to the delegating party, it is possible to choose between: a) confirmation of the voting instruction already expressed; b) modification of the voting instruction already expressed; c) the revocation of the voting instruction already expressed. If no choice is made, the voting instructions under A) will be considered confirmed. |
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| _______________ | |||
| C) In the event of any vote on changes or additions to the resolutions submitted to the assembly (2), with | |||
| reference to | |||
| 1. Approval of the financial statement of Aeffe S.p.A. closed on 31 december 2021; report of the Board of Directors on operations, of the Independent Auditors and of the Board of Statutory Auditors. Presentation to the shareholders' meeting of the consolidated financial statement at 31 december 2021. Presentation to the shareholders' meeting of the consolidated declaration of a non-financial nature required by Legislative Decree 30 december 2016, n. 254; |
|||
| □ □ Confirm the instructions Revokes the instructions |
|||
| Edit instructions (express preference) | |||
| □ In favour____ □ □ Against Absteined |
|||
| 2. Resolutions on the result for the year ended on December 31, 2021; | |||
| □ □ Confirm the instructions Revokes the instructions |
|||
| Edit instructions (express preference) | |||
| □ In favour____ □ □ Against Absteined |
|||
| 3. Report on the remuneration policy and remuneration paid pursuant to art. 123-ter of legislative Decree 58/98: |
|||
| 3.1 Resolutions regarding the first section of the report pursuant to art. 123-ter c.3-bis of Legislative Decree 58/98; |
|||
| □ □ Confirm the instructions Revokes the instructions |
|||
| Edit instructions (express preference) | |||
| □ In favour____ □ □ |
|||
| Against Absteined |
| 58/98; | 3.2 Resolutions regarding the second section of the report pursuant to art. 123-ter c.6 of Legislative Decree | ||||
|---|---|---|---|---|---|
| □ Confirm the instructions |
□ Revokes the instructions |
||||
| Edit instructions (express preference) | |||||
| □ In favour____ □ |
Against | □ Absteined |
|||
| 4. Appointment of two directors pursuant to art. 2386 civil code; | |||||
| □ Confirm the instructions |
□ Revokes the instructions |
||||
| Edit instructions (express preference) | |||||
| □ In favour____ □ |
Against | □ Absteined |
|||
| 5. Determination of the remuneration due to the newly appointed directors. | |||||
| □ Confirm the instructions |
□ Revokes the instructions |
||||
| Edit instructions (express preference) | |||||
| □ In favour____ □ |
Against | □ Absteined |
|||
| (2) In the event of changes or additions to the proposed resolutions submitted to the meeting, it is possible to choose between: a) confirmation of any voting instructions already expressed; b) the modification of the voting instruction already expressed or the granting of the voting instruction; c) the revocation of the voting instruction already expressed. If no choice is made, the voting instructions under A) will be considered confirmed. |
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| Date ____ Signature _______ | |||||
| Liability action | |||||
| In the event of a vote on the liability action proposed pursuant to art. 2393, paragraph 2, of the italian Civil Code by shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Designated Representative to vote according to the following indication: |
|||||
| (Tick only one box) | □ In favour □ Against |
□Absteined | |||
| Date ____ Signature _______ |
Proxy / sub-delegation form (in the latter case accompanied by the proxy form) to be notified to the Company via Infomath Torresi S.r.l. with the voting instructions reserved to it, together with a valid identity document of the delegator, as well as, in the case of delegating a legal person, the documentation proving the signatory powers referred to in the following point, with one of the following alternative methods:
in a copy reproduced electronically (PDF) and sent to [email protected] provided that the delegator, even if he is a legal person, uses his own certified e-mail box or, failing that, signs the electronic document with an advanced, qualified or digital electronic signature, or
For any information you can contact Infomath Torresi S.r.l. at +39 06 - 3218641 from 9:00 to 18:00 from Monday to Friday or by e-mail to [email protected].
Specify the quality of the proxy signatory and attach, if necessary, the documentation proving the powers of signature.
To be completed only if the holder of the shares is different from the signatory of the proxy, obligatorily indicating all the relative particulars.
Report the securities account number, the ABI and CAB codes of the custodian intermediary, or in any case its name, which can be found in the extract of the securities dossier.
Any reference of the communication made by the intermediary and its name
Pursuant to Article 135-undecies, paragraph 3, of Legislative Decree no. 58/1998, "The shares for which the proxy, even partial, has been conferred are calculated for the purposes of the regular constitution of the shareholders' meeting. In relation to the proposals for which no voting instructions have been given, the shares of the shareholder are not counted for the purposes of calculating the majority and the share of capital required for the approval of the resolutions "
The resolutions proposed to the shareholders' meeting, briefly referred to here, result from the Reports published on the company's website www.aeffe.com, Investor Relations section - Info for Shareholders
Infomath Torresi S.r.l., has no interest of its own or on behalf of third parties with respect to the aforementioned proposals. The vote is expressed by ticking the box chosen from F (in favor), C (against) or A (abstention)
INFOMATH TORRESI S.r.l., with head office in Viale Giuseppe Mazzini, 6 - 00195 Rome (RM), CF and VAT number 10585251001 (hereinafter, "Owner"), as data controller, informs you pursuant to art. 13 Legislative Decree 30.6.2003 n. 196 (hereinafter, "Privacy Code") and art. 13 EU Regulation no. 2016/679 (hereinafter, "GDPR") that your data will be processed in the manner and for the following purposes: 1. Object of the Treatment
The Data Controller processes personal, identification data (for example, name, surname, company name, address, telephone number, email address, bank and payment details) - hereinafter, "personal data" or even "data") communicated by you on the occasion of the conclusion of this Assignment.
Your personal data are processed:
A) without your express consent (Article 24 letter a), b), c) Privacy Code and art. 6 lett. b), e) GDPR), exclusively for the following purposes: - conclude the following Assignment for the provision of the professional services of the Owner provided therein;
fulfill the pre-contractual, contractual and tax obligations deriving from existing relationships with you;
fulfill the obligations established by law, by a regulation, by community legislation or by an order of the Authority (such as in the field of antimoney laundering);
exercise the rights of the owner, for example the right to defense in court
There are no other processing purposes.
The processing of your personal data is carried out by means of the operations indicated in art. 4 of the Privacy Code and art. 4 n. 2) GDPR. The Data Controller will process personal data for the time necessary to fulfill the aforementioned purposes and in any case for no more than 10 years from the termination of the relationship.
Your data may be made accessible for the purposes referred to in art. 2.A):
Without the need for express consent (pursuant to Article 24 letter a), b), d) Privacy Code and art. 6 lett. b) and c) GDPR), the Data Controller may communicate your data for the purposes referred to in art. 2.A) to Supervisory Bodies, Judicial Authorities, as well as to those subjects to whom communication is mandatory by law for the accomplishment of the aforementioned purposes. These subjects will process the data in their capacity as independent data controllers.
Your data will not be disclosed.
Personal data are stored on servers located in Rome (IT), within the European Union. In any case, it is understood that the Data Controller, if necessary, will have the right to move the servers to other places within the European Union as well.
The provision of data for the purposes referred to in art. 2.A) is mandatory. In their absence, we cannot guarantee the execution of this Assignment.
In your capacity as an interested party, you have the rights referred to in art. 7 of the Privacy Code and art. 15 GDPR and precisely the rights of:
the. obtain confirmation of the existence or not of personal data concerning you, even if not yet registered, and their communication in an intelligible form;
ii. obtain the indication: a) of the origin of the personal data; b) the purposes and methods of the processing; c) of the logic applied in case of treatment carried out with the aid of electronic instruments; d) the identity of the owner, manager and the representative appointed pursuant to art. 5, paragraph 2 of the Privacy Code and art. 3, paragraph 1, GDPR; e) the subjects or categories of subjects to whom the personal data may be communicated or who can learn about them as appointed representative in the State, managers or agents; iii. obtain: a) updating, rectification or, when interested, integration of data; b) the cancellation, transformation into anonymous form or blocking of data processed in violation of the law, including data which need not be kept for the purposes for which the data were collected or subsequently processed; c) the attestation that the operations referred to in letters a) and b) have been brought to the attention, also as regards their content, of those to whom the data have been communicated or disseminated, except in the case in which this fulfillment is proves impossible or involves the use of means that are manifestly disproportionate to the protected right;
iv. object, in whole or in part: a) for legitimate reasons to the processing of personal data concerning you, even if pertinent to the purpose of the collection; b) to the processing of personal data concerning you for the purpose of sending advertising or direct sales material or for carrying out market research or commercial communication, through the use of automated call systems without the intervention of an operator by e-mail and / or through traditional marketing methods by telephone and / or paper mail. It should be noted that the right of opposition of the interested party, set out in point b) above, for direct marketing purposes through automated methods extends to traditional ones and that in any case the possibility remains for the interested party to exercise the right of opposition also only partially. Therefore, the interested party can decide to receive only communications using traditional methods or only automated communications or neither of the two types of communication.
Where applicable, it also has the rights referred to in Articles. 16-21 GDPR (Right of rectification, right to be forgotten, right to limitation of treatment, right to data portability, right of opposition), as well as the right of complaint to the Guarantor Authority.
How to exercise the rights You can exercise your rights at any time by sending:
a registered letter with return receipt to Infomath Torresi S.r.l. - Viale Giuseppe Mazzini, 6 - 00195 Rome (RM);
an e-mail to [email protected].
Owner, manager and appointees
The Data Controller is Infomath Torresi S.r.l. with main registered office in Viale Giuseppe Mazzini, 6 - 00195 Rome (RM).
The updated list of data processors and persons in charge of processing is kept at the registered office of the Data Controller.
Infomath Torresi S.r.l.
Shareholders who, even jointly, represent at least one fortieth of the share capital may request, within ten days of the publication of the notice calling the meeting, or within five days in the case of a meeting pursuant to article 125-bis, paragraph 3 or article 104, paragraph 2, the integration of the list of items to be discussed, indicating in the application the additional items proposed by them or submitting resolution proposals on items already on the agenda. The applications, together with the certification certifying ownership of the shareholding, are submitted in writing, including by correspondence or electronically, in compliance with any requirements strictly necessary for the identification of the applicants indicated by the company. Anyone who has the right to vote can individually submit resolution proposals at the shareholders' meeting. For cooperatives, the extent of the capital is determined by the statutes also by way of derogation from Article 135.
The additions to the agenda or the presentation of further resolution proposals on items already on the agenda, pursuant to paragraph 1, shall be notified, in the same forms prescribed for the publication of the notice of meeting, at least fifteen days before the date set for the meeting. Additional proposed resolutions on items already on the agenda are made available to the public in the manner set out in Article 125-ter, paragraph 1, at the same time as the publication of the news of the presentation. The term is reduced to seven days in the case of a meeting called pursuant to Article 104, paragraph 2, or in the case of a meeting called pursuant to Article 125-bis, paragraph 3.
The integration of the agenda is not allowed for the topics on which the shareholders' meeting resolves, by law, on the proposal of the management body or on the basis of a project or a report prepared by them, different from those indicated in article 125-ter, paragraph 1.
Shareholders who request additions pursuant to paragraph 1 prepare a report containing the motivation for the proposed resolutions on the new matters they propose to discuss or the motivation relating to the additional proposed resolutions presented on matters already on the order. of the day. The report is sent to the management body by the deadline for submitting the request for integration. The management body makes the report available to the public, accompanied by its own evaluations, at the same time as the publication of the news of the integration or presentation, in the manner referred to in article 125-ter, paragraph 1.
If the management body, or, in the event of its inaction, the board of statutory auditors, or the supervisory board or the management control committee, fail to integrate the agenda with the new matters o proposals submitted pursuant to paragraph 1, the court, having heard the members of the administrative and control bodies, where the refusal to do so is unjustified, orders the integration by decree. The decree is published in the manner provided for in Article 125-ter, paragraph 1.
The granting of a proxy to a representative in conflict of interest is permitted provided that the representative notifies the shareholder in writing of the circumstances from which such conflict arises and provided that there are specific voting instructions for each resolution in relation to which the representative must vote on behalf of the shareholder. The burden of proof of having communicated to the shareholder the circumstances giving rise to the conflict of interest is on the representative. Article 1711, second paragraph, of the civil code does not apply.
For the purposes of this article, there is in any case a conflict of interest where the representative or the substitute: a) controls, even jointly, the company or is controlled, even jointly, or is subject to joint control with the company;
b) is connected to the company or exercises a significant influence on it or the latter exercises a significant influence on the representative himself;
c) is a member of the management or control body of the company or of the persons indicated in letters a) and b);
d) is an employee or an auditor of the company or of the persons indicated in letter a);
e) is the spouse, relative or similar within the fourth degree of the subjects indicated in letters a) to c); f) is linked to the company or to the subjects indicated in letters a), b), c) and e) by self-employed or subordinate employment relationships or by other relationships of a financial nature that compromise their independence.
Unless the articles of association provide otherwise, companies with listed shares designate for each meeting a person to whom the shareholders may confer, by the end of the second open market day preceding the date set for the meeting, also in the call after the first, a proxy with voting instructions on all or some of the proposals on the agenda. The proxy is effective only for the proposals in relation to which voting instructions are given.
The proxy is conferred by signing a proxy form the content of which is governed by Consob with regulation. The granting of the proxy does not involve expenses for the shareholder. The proxy and the voting instructions can always be revoked within the term indicated in paragraph 1.
The shares for which the proxy, even partial, has been conferred are counted for the purposes of the regular constitution of the shareholders' meeting. In relation to the proposals for which no voting instructions have been given, the shares are not counted for the purposes of calculating the majority and the share capital required for the approval of the resolutions.
The person designated as representative is required to communicate any interests that he or she has on his own account or that of third parties with respect to the proposed resolutions on the agenda. It also maintains the confidentiality of the content of the voting instructions received up to the start of the ballot, without prejudice to the possibility of communicating such information to its employees and auxiliaries, who are subject to the same duty of confidentiality. The person designated as representative cannot be given proxies except in compliance with this article.
With the regulation referred to in paragraph 2, Consob can establish the cases in which the representative who is not in any of the conditions indicated in article 135-decies can cast a vote different from that indicated in the instructions.
… omissis … 4. Companies with listed shares may designate the representative provided for in Article 135-undecies of Legislative Decree 24 February 1998, no. 58, even if the statute provides otherwise. The same companies may also provide in the notice of meeting that participation in the meeting will take place exclusively through the representative designated pursuant to Article 135-undecies of Legislative Decree 24 February 1998, no. 58; the aforementioned designated representative may also be given proxies or sub-delegations pursuant to Article 135-novies of Legislative Decree 24 February 1998, no. 58, notwithstanding art. 135-undecies, paragraph 4, of the same decree. 5. Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and to companies with shares widely distributed among the public. . …omissis…
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