AI assistant
Amplifon — AGM Information 2015
Mar 30, 2015
4030_dirs_2015-03-30_8b247a1f-4f0a-4320-b556-94c38c1dbb0d.pdf
AGM Information
Open in viewerOpens in your device viewer
AMPLITER N.V.
Messrs. Amplifon S.p.A. Via Ripamonti, 133 I-20141 Milano (MI)
Amsterdam, March 25th, 2015
Subject: Filing of the list of candidates for the Board of Statutory Auditors
Dear Sirs,
The Undersigned, Anna Maria Formiggini, born in Milan on 19/02/1924, in her quality as the Sole Director of Ampliter N.V., a company with registered offices in Strawinskylaan 3111, Atrium 6, 1077 ZX Amsterdam – The Netherlands, registered with the Amsterdam Chamber of Commerce – registration n. 33300830 – owner of 119,386,120 shares of Amplifon S.p.A. which represent 53.12% of the company's share capital, hereby submits on behalf of Ampliter N.V., the list of candidates to be appointed to the Amplifon S.p.A.'s Board of Statutory Auditors, as foreseen in the Agenda for the Shareholders' Meeting of the latter, convened on 21 April 2015 at 10:00 am CET.
Pursuant to and in accordance with Article 24 of Amplifon's Articles of Incorporation the following documents are hereby submitted as attachments to the present:
-
- the list of candidates for the appointment to become a standing member or an alternate member of Amplifon S.p.A.'s Board of Statutory Auditors;
-
- the declarations made by each candidate in which he/she accepts the candidacy and any appointment, and in which he/she states that he/she satisfies the requirements for taking the office;
-
- the list, prepared by each Statutory Auditor candidate, showing the positions held as a director or statutory auditor and when the relative terms of office expire;
-
- the curriculum vitae of each candidate;
-
- the certificates issued by the centralized management system which show that Ampliter N.V. possesses a number of shares with voting rights in excess of 1% of Amplifon S.p.A.'s share capital.
Best regards,
AMPLITER N.V.
Signed: Anna Maria Formiggini
The undersigned Maria Stella Brena, born in Legnano (MI) on March 31st, 1962, resident in Busto Arsizio (VA), Tax ID number BRNMST62C71E514G
whereby
the Shareholders' Meeting of Amplifon S.p.A. is convened on 21 April 2015, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2015-2017 and, therefore, through the date on which the Shareholders' Meeting is called to approve the financial statements for the year ending 31 December 2017,
declares
to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under her responsibility,
states
that she satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively:
-
- that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the "testo unico della finanza" or TUF), and other applicable provisions of special laws;
-
- to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162;
-
- to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law;
-
- □ to qualify □ to not qualify
as independent pursuant to Art. 3 of the July 2014 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.
Yours faithfully.
23 March 2015 signed by
Maria Stella Brena
CURRICULUM VITAE
PERSONAL INFORMATION
| Name | BRENA MARIA STELLA |
|---|---|
| Address | CORSO XX SETTEMBRE N. 87 - BUSTO ARSIZIO (VA) |
| Phone | Office +39 02/433030 handy +39 335/6043274 |
| Fax | +39 02/433408 |
| E-mail Pec |
[email protected] [email protected] |
| Nationality | Italian |
| Date of birth | 31/03/1962 |
WORK EXPERIENCE CURRENT
| • From 1994 | ||
|---|---|---|
| -- | ------------- | -- |
Own professional practice as Chartered Accountant and Statutory Auditor with office located in Milan (MI), Via Raimondo Montecuccoli n. 36.
Professional experience gained in the private sector:
- Taxation and corporate consulting services, for commercial industrial companies providing services and products. The activity covers the assistance and consultancy referred to the ordinary (preparation of Balance sheets, tax declarations, creation of new companies etc.) and extraordinary management of the company (corporate transformations, disposals of companies and of social shares, mergers and demergers, expert reports). Particularly, in the last twenty years I have been working, first as Member of the Board of Directors, then as external consultant of the Board of Directors, for a company that operates at international level in the mechanical engineering sector, with particular reference to administrative, taxation, corporate, contractual and security matters and trade unions issues.
- Corporate Consultancy and Management Control System; The activity covers the assistance and consultancy in companies for the industrial cost accounting and the management control system, drafting of budgets and business plan, staff training for the personnel dedicated to the activity;
- Statutory Auditor in a manufacturing, real estate and commercial company and in non commercial entities.
- Positions currently held as member or Chairman of the Board of Statutory Auditors are the following:
Amplifon Spa - Statutory Auditor
Basf Italia Spa - Statutory Auditor
Basf Construction Chemicals Spa - Statutory Auditor
Basf Coatings Services Italy Srl - Statutory Auditor
Magenta Master Fibers Srl - Statutory Auditor
Eurochem Agro Spa - Statutory Auditor
FlintGroup Italia Spa - Chairman of the Board of Statutory Auditors
Randstad Group Italia Spa - Chairman of the Board of Statutory Auditors
Randstad Italia Spa - Chairman of the Board of Statutory Auditors
Randstad HR Solutions - Single Statutory Auditor
23 Dicembre Srl - Chairman of the Board of Statutory Auditors
Styrolution Italia Srl - Statutory Auditor
| SINI Spa - Statutory Auditor | ||
|---|---|---|
| Welcomm Engineering Spa - Chairman of the Board of Statutory Auditors | ||
| Fas Spa - Statutory Auditor | ||
| Progetto Grano Spa - Chairman of the Board of Statutory Auditors | ||
| Fondazione A. De Gasperis - Auditor | ||
| WORK EXPERIENCE | ||
| From 1990 to 1993 | Professional cooperation at Studio Commercialista Dr. Galeazzi in Milan Via Mascheroni n. 29 | |
| From 1986 to 1989 | Professional practice at Studio Commercialista Dr. Addario, with office in Milan Piazza Giulio Cesare |
|
| EDUCATION AND TRAINING QUALIFICATION AWARDED |
||
| 1995 | Enrollment in the Register of Auditors in accordance with DL LGS 27 January 92 n.88 and DPR 20.11.92 n.474 with Ministerial Decree 12.4.95 G.U. n.31 Bis dated 21.4.95. |
|
| 1990 | Admitted to the Milan Board of Certified Public Accountants State Examination to practice the profession of Certified Public Accountant |
|
| 1986 | Degree in Economics and Business Administration earned in 1986 from Milan's Bocconi | |
| University Via Sarfatti - Milan (passing grade 101/110) | ||
| 1981 | Graduated at Scientific High School in Legnano | |
| MOTHER TONGUE | ITALIAN | |
| OTHER LANGUAGE | ENGLISH good knowledge both spoken and written, started in compulsory school and I deepened the knowledge during the studies mostly economical and commercial, during University career and professional experience. |
|
| Listening, reading, spoken interaction and production: good. |
In compliance with the Italian legislative Decree no. 196 dated 30/06/2003, I hereby authorize you to use and process my personal details
contained in this document."
Milan, March, 23rd, 2015
Dollssa Maria Stella Brena /
/ OLU JABULE || JU b
The undersigned Emilio Fano, born in Milan on January 19th, 1954, resident in Milan, Tax ID number FNAMLE54A19F205G
whereby
the Shareholders' Meeting of Amplifon S.p.A. is convened on 21 April 2015, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2015-2017 and, therefore, through the date on which the Shareholders' Meeting is called to approve the financial statements for the year ending 31 December 2017,
declares
to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility,
states
that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively:
-
- that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the "testo unico della finanza" or TUF), and other applicable provisions of special laws;
-
- to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162;
-
- to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law;
-
- □ to qualify □ to not qualify
as independent pursuant to Art. 3 of the July 2014 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A..
Yours faithfully.
Milan, 23 March 2015 signed by
Emilio Fano
CURRICULUM VITAE
EMILIO FANO
born: in Milano January 19th, 1954 address: Milano, via Borgogna 5 fiscal code: FNAMLE54A19F205G
Graduated in Business Administration at Bocconi University in 1979. Member of "Ordine dei Dottori Commercialisti e degli Esperti Contabili di Milano" since 1982.
"Revisore Contabile" according to DM 12 Aprile 1995, published by "Gazzetta Ufficiale della Repubblica Italiana" n. 31bis April 1995.
Member of "Albo dei Periti del Tribunale di Milano" since 1991.
Partner of BFC & associati since 1982.
Main advisory areas:
- advisory activities in companies' organisation and strategiy; advisory in corporate finance, such as sales & acquisitions of companies and shareholdings, mergers and demergers;
- " advisory in recurring activities such as structuring and preparing companies' financial statements and reports, valuation of companies, groups and shareholdings, feasibility study and return analysis of extraordinary deals;
- tax advisory, companies' tax planning, assistance during tax audits, tax litigation and H rapresentation with the tax authorities.
Main current appointments - see enclosure
EMILIO FANO
MAIN CURRENT APPOINTMENTS
in listed companies:
- member of the board of Statutory Auditors of Amplifon Spa Milano since 2012
- " member of Organismo di Vigilanza of Tamburi Investment Partners Spa Milano since 2005
in other companies:
- " chairman of the board of Statutory Auditors of Eataly Srl Monticello d'Alba since 2014
- " chairman of the board of Statutory Auditors of Clubtre Spa Milano since 2013
- chairman of the board of Statutory Auditors of EOS Servizi Fiduciari Spa Milano since $\mathbf{u}$ 2003
- " chairman of the board of Statutory Auditors of GRC Parfum Spa Milano since 1999
- " member of the board of Statutory Auditors of Nespresso Italiana Spa since 2002
- number of the board of Statutory Auditors of LA7 Srl Roma since 2013
- " member of the board of Statutory Auditors of Cairo Editore Spa Milano since 2011
- " member of the board of Statutory Auditors of Cairo Pubblicità Spa Milano since 2008
- member of the board of Statutory Auditors of Givaudan Italia Spa Milano since 1993
- member of the board of Statutory Auditors of Istituto delle Vitamine Spa Milano since u 1997
- " member of the board of Statutory Auditors of Itsright Srl Milano since 2013
- member of the board of Statutory Auditors of PVM Fiduciaria Srl Milano since 2007
- alternate statutory auditor of Cairo Communication Spa Milano
in no profit institutions:
Auditor of Associazione Amici del Museo Nazionale della Scienza e della Teconologia Leonardo da Vinci - Milano
Main appointments held in past years:
in listed companies:
- " Member of the board of Statutory Auditor of Management & Capitali Spa Milano in financial insitutions:
- " member of the board of Statutory Auditor of BSI Wealth & Family SIM Spa Milano
- " member of the board of Statutory Auditor of GOTAM Società di Gestione del Risparmio Spa - Milano
in other companies:
- " member of the board of Statutory Auditors of Casa Buitoni Spa Perugia
- nember of the board of Statutory Auditors of Castelgarden Spa Castelfranco Veneto
- " member of the board of Statutory Auditors of Finanziaria Italgel Spa Parma
- " member of the board of Statutory Auditors of Inra Demoskopea Spa Milano
- nember of the board of Statutory Auditors of Macchingraf Srl Ospiate di Bollate
- $\blacksquare$ member of the board of Statutory Auditors of Mondoffice Srl - Castelletto Cervo
- member of the board of Statutory Auditors of Polynt Spa Scanzorosciate
- Director of Tamburi & Associati Finanza e Privatizzazioni Spa Milano
Milan, March 23, 2015
The undersigned LEVI GIUSEPPE, born in Milan on October 3rd 1948, resident in Milan, Tax ID number LVEGPP48R03F205J
whereby
the Shareholders' Meeting of Amplifon S.p.A. is convened on 21 April 2015, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2015-2017 and, therefore, through the date on which the Shareholders' Meeting is called to approve the financial statements for the year ending 31 December 2017,
declares
to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility,
states
that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively:
-
- that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the "testo unico della finanza" or TUF), and other applicable provisions of special laws;
-
- to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162;
-
- to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law;
-
- □ to qualify □ to not qualify
as independent pursuant to Art. 3 of the July 2014 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A..
Yours faithfully.
Milan, 23 March 2015 signed by
GIUSEPPE LEVI
Dott. GIUSEPPE LEVI
Commercialista Via Chiosetto n. 2 Tel. 02794265 – 02795812 20122 MILANO [email protected]
Milan, March 23rd, 2015
CURRICULUM VITAE DR. GIUSEPPE LEVI
born in Milano on October 3rd, 1948
STUDIES
- Classical school-leaving certificate at Liceo G. BERCHET of Milano
- Certificate of Accountant at C. CATTANEO Institute
- Graduated in Business Administration at Bocconi University
OCCUPATION
- Member of "Ordine dei Dottori Commercialisti di Milano";
- Member of "Registro dei Revisori Contabili";
- Chartered Accountant since 1971, mainly in corporate and fiscal advisory;
- Member of the Board of Statutory Auditors of CARIPLO (1995/97), of BANCO AMBROSIANO VENETO (1998/2000) and of BORSA ITALIANA (1997/2014). Chairman of the Board of Statutory Auditors of BANCA ESPERIA (2000/2009), of IMPREGILO (2008/2012) and of CASSA COMPENSAZIONE & GARANZIA (2001/2012)
- Current appointments: see enclosure.
Signed: Giuseppe Levi
Dott. GIUSEPPE LEVI
Commercialista Via Chiosetto n. 2 Tel. 02794265 – 02795812 20122 MILANO [email protected]
CURRENT APPOINTMENTS
AMPLIFON:
- AMPLIFON S.p.A. Chairperson of the Board Statutory Auditors
- AMPLIFON S.p.A. Chairperson of the Board Statutory Auditors
LONDON STOCK EXCHANGE GROUP:
- L.S.E.G.H. ITALIA S.p.A. Chairperson of the Board Statutory Auditors;
- MONTE TITOLI S.p.A. Statutory Auditor;
- M.T.S. S.p.A. Statutory Auditor;
- BIT MARKET SERVICES S.p.A. Chairperson of the Board Statutory Auditors;
- COMPUTERSHARE S.p.A. Chairperson of the Board Statutory Auditors;
- CREDIT SUISE (ITALY) S.p.A. Statutory Auditor;
ITALIAN TOURING CLUB GROUP:
- ITALIAN TOURING CLUB: Statutory Auditor;
- TOURING SERVIZI S.r.l.: Statutory Auditor;
- TOURING VACANZE S.r.l.: Statutory Auditor;
- TOURING EDITORE S.r.l.: Statutory Auditor;
- LUIGI & FELICE CASTELLI S.p.A.: Chairperson of the Board Statutory Auditors;
Milano, 23 March 2015
Signed: Giuseppe Levi
The undersigned MEZZABOTTA Claudia born in Fano (PU) on February 3rd, 1970, resident in Milan, Via Tito Livio 20, Tax ID number MZZCLD70B43D488M
whereby
the Shareholders' Meeting of Amplifon S.p.A. is convened on 21 April 2015, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2015-2017 and, therefore, through the date on which the Shareholders' Meeting is called to approve the financial statements for the year ending 31 December 2017,
declares
to accept the candidacy and any appointment as alternate statutory auditor of Amplifon S.p.A., and toward that end, under her responsibility,
states
that she satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively:
-
- that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the "testo unico della finanza" or TUF), and other applicable provisions of special laws;
-
- to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162;
-
- to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law;
-
- □ to qualify □ to not qualify
as independent pursuant to Art. 3 of the July 2014 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A..
Yours faithfully.
Milan, 23 March 2015 signed by
Claudia Mezzabotta
CURRICULUM VITAE
Claudia MEZZABOTTA Via Tito Livio, 20 20137 Milano Italy Tel. +39 02 5469308 Cell. +39 335 8386118 E-mail: [email protected] PEC: [email protected]
Born in Fano (Pesaro), Italy - February 3rd, 1970 – Nationality: Italian - Family status: Single
EDUCATION
- 2002 Graduate School of Arts and Science, New York University, New York, NY, USA MASTER OF ARTS IN INDUSTRIAL/ORGANIZATIONAL PSYCHOLOGY, PSYCHOLOGY DEPARTMENT Master's thesis title: "Justice and Organizational Citizenship Behaviour: Analysis of some experimental data on the case of a college students participation body" – GPA 3.925
- 1994-95 Stern School of Business, New York University, New York NY, USA - VISITING SCHOLAR AT THE INTERNATIONAL BUSINESS DEPARTMENT Individual Study Program in Accounting and Finance, focused on International Accounting
- 1993 Luigi Bocconi University, Milan, Italy " LAUREA QUADRIENNALE IN ECONOMIA AZIENDALE", EQUIVALENT TO MASTER IN BUSINESS ADMINISTRATION Dissertation title: "La contabilità internazionale: i sistemi di rilevazione e di rappresentazione dei valori"("International Accounting Models") – Grade: 110/110 with honors
- 1988 Liceo-ginnasio statale "G. Nolfi", Fano (Pesaro) HIGH SCHOOL DEGREE IN FOREIGN LANGUAGES ("MATURITÀ LINGUISTICA") - Grade: 60/60
PROFESSIONAL ORGANIZATION MEMBERSHIPS
- CHARTERED ACCOUNTANT (ACA) – Institute of Chartered Accountants of England and Wales, London, UK (since January 2013; member no. 3363284)
- BRITISH CHAMBER OF COMMERCE IN ITALY (BCCI) – Member of Milan branch (since January 2013)
- ASSOCIAZIONE NAZIONALE DIRETTORI AMMINISTRATIVI E FINANZIARI (ANDAF) – member of Milano-Lombardia branch (since 2012)
- PROFESSIONAL MEDIATOR Camera di Conciliazione della Fondazione dei Dottori Commercialisti di Milano, Milan, Italy (since 2011)
- ASSOCIAZIONE ITALIANA DOTTORI COMMERCIALISTI DI MILANO (AIDC MILANO) – Member (since 2010)
- PROFESSIONAL TRANSLATOR (LANGUAGES: ENGLISH, FRENCH) Ordinary Member of "Collegio Lombardo Periti Esperti Consulenti", Milan, Italy (since 2006)
-
INTERNATIONAL AFFILIATE MEMBER American Psychological Association, Washington D.C., United States (since 2001)
-
REGISTERED AUDITOR Ordinary Member of "Registro dei Revisori Contabili", registration no. 72022, DM 26/05/1999 (OJ no. 45 of 08/06/1999)
- CERTIFIED PUBLIC ACCOUNTANT Ordinary Member of "Ordine dei Dottori Commercialisti ed Esperti Contabili di Milano", the Italian National CPA Organization, Milan branch (since 25/01/1994, membership no. 3736 (official examination given in 1993)
LANGUAGES
| ITALIAN | mother tongue | ENGLISH | excellent |
|---|---|---|---|
| FRENCH | excellent | SPANISH | very good |
| GERMAN | good | TURKISH | fair |
| PORTUGUESE | fair | RUSSIAN | basic |
| JAPANESE | basic |
PRESENT JOB EXPERIENCE
MEMBER OF STATUTORY AUDITORS BOARD in public and private limited companies (SpA and Srl), operating in chemical/manufacturing and service industries (financial and insurance services excluded), in some cases joined to the role of "revisore legale" (auditor), also in the role of Chairman of the Board. As far as the appointments in listed companies are concerned, in particular: a) Chairman of the Board of Statutory Auditors of Fiat Industrial SpA (April-September 2013); b) Deputy Board Member of Amplifon SpA (since April 2012); c) Deputy Board Member of Prysmian SpA (since April 2014); d) Deputy Board Member of Fincantieri SpA (from May 2014). As far as the non-listed companies are concerned, among others: a) Board Member of Ansaldo Energia Spa (since August 2014); b) Board Member of Pentagramma Perugia SpA, Fintecna Group (since July 2014); c) Chairman of the Board of Carrara SpA (since April 2011); d) Board Member of Ottana Polimeri Srl (since December 2011).
MEMBER OF BOARD OF DIRECTORS of ISAP (Istituto per la Scienza della Pubblica Amministrazione (since December 2013), appointed by the Mayor of Milan, Italy.
CONSULTING IN ACCOUNTING AND FINANCIAL STATEMENTS ISSUES AND IN AUDITING, aimed, above all, at medium-large companies (listed and non listed Italian companies; subsidiaries of foreign listed companies; consolidated accounts). Among the more recent experiences: consulting jobs in transition from IT GAAP to IFRS for listed and non listed Italian companies; assistance in the preparation of consolidated accounts; preparation of post-mergers & acquisitions financial statements; legal auditing activities. These activities have been performed for the last two years in the context of my own professional practice (I opened my independent office in Milan in 2011). However, in the years 1998-2011, the same professional activities were mostly performed, even though not exclusively, as a professional consultant of the multinational audit firm Mazars SpA (Consob membership no. 38, Consob code 97909), where, specifically in the period 2003-2011, I have also worked as "IFRS Specialist" in its Technical Department at the Italian headquarters in Milan, as technical/legal support of audit teams working on listed and non listed clients. I performed my work as a self-employed professional, with responsibilities and compensation level comparable to the role of "audit senior manager" (reference: dr Vincenzo Miceli, former Partner, Chairman and CEO of Mazars SpA). In the period 2002-2003, the same professional activity was performed at the Technical Department of Mazars SA, in Paris, France (the headquarters of Mazars worldwide), working on listed clients in France. In the period 1995-1996, moreover, I worked as an audit assistant in Price Waterhouse sas (today: Pricewaterhouse Coopers SpA), at the Milan offices.
SPECIALIZED CONSULTING AT NATIONAL AND INTERNATIONAL ACCOUNTING BODIES, as member of technical working teams on financial statements issues, at "Organismo Italiano di Contabilità", the Italian national standard setter, in Rome (since 2011, project manager for the revision of IT GAAP, namely OIC 26 and OIC 17; since 2010, consultant on the preparation of official responses on IASB and EFRAG exposure drafts; reference: dr Massimo Tezzon, Secretary General of OIC) and at the "European Financial Reporting Advisory Group" (EFRAG), in Brussels, Belgium (member of the "IFRS Separate Financial Statements Proactive Project Team", since 2012; reference: dr Françoise Florès, Chairman of EFRAG).
CONSULTING IN TAXATION OF LIMITED COMPANIES, in Italy.
INSTRUCTOR IN ACADEMIC AND PROFESSIONAL TRAINING PROGRAMS, at both private and public schools and various academic institutions, in Italy and abroad. Teaching interests: financial accounting, Italian GAAP, IAS/IFRS, financial statement analysis, auditing, management accounting.
REGISTERED INSTRUCTOR FOR PROFESSIONAL MEDIATION COURSES – Registrar of the Ministry of Justice, Rome, Italy. Instructor at Fondazione Dottori Commercialisti di Milano.
AUTHOR OF PUBLICATIONS (BOOKS AND ARTICLES), for IPSOA Milano, the Italian branch of Wolters Kluwer N.V. (since 1999), on topics related to Italian GAAP, IFRS, mergers and acquisitions, limited companies taxation. The list of published work (see Attachment B) includes 9 books, of which three as a sole author, and more than one hundred articles. The articles appeared on technical reviews and magazines sold all throughout Italy ("Pratica Contabile", "Amministrazione & Finanza", "Bilancio e Reddito d'Impresa", "Azienda e Fisco") and on the academic reviews "Il controllo nelle società e negli enti" and "Rivista dei dottori commercialisti", published by Giuffrè, Milano.
ACADEMIC AND TEACHING ACTIVITIES
PROFESSOR OF "FINANCIAL ACCOUNTING AND ANALYSIS" ("PROFESSORE A CONTRATTO") at Università Cattolica del Sacro Cuore di Milano, since 2013, at a college level ("laurea triennale") and at a master level ("laurea magistrale"). The courses, of which I am the sole instructor, are taught in English.
PROFESSOR OF "FINANCIAL ACCOUNTING" ("PROFESSORE A CONTRATTO") at Università Bocconi di Milano, since 2013, at a college level ("laurea triennale"). The course, of which I am not the sole instructor (reference: prof Gianluca Lombardi Stocchetti), is taught in Italian.
ADJUNCT PROFESSOR OF INTERNATIONAL FINANCIAL ACCOUNTING at Università Cattolica del Sacro Cuore di Milano, Master in International Business (English class), Milano, Italy (since 2011)
ADJUNCT PROFESSOR OF INTERNATIONAL FINANCIAL ACCOUNTING at Università degli Studi di Trento, International Master Class in English, Trento, Italy (2012-2013).
VISITING PROFESSOR IN IFRS SEMINARS – Wichita State University, Wichita (Kansas, USA), in January 2012.
ADJUNCT PROFESSOR OF ADVANCED FINANCIAL ACCOUNTING (IFRS) at Università degli Studi di Ferrara, Ferrara, Italy (2010-2012)
AUTHORIZED INSTRUCTOR FOR PROFESSIONAL MEDIATION COURSES – Registrar of the Ministry of Justice, Rome, Italy. Instructor at Fondazione Dottori Commercialisti di Milano, since 2011.
DIRECTOR OF THE DEPARTMENT OF ACCOUNTING AND FINANCIAL REPORTING STANDARDS (IT GAAP,IFRS, US GAAP – COURSES IN ENGLISH) AT THE "SCUOLA DI ALTA FORMAZIONE" OF FONDAZIONE DOTTORI COMMERCIALISTI DI MILANO, the official training school for CPAs of ODCEC Milan (since 2009)
ITALIAN AND INTERNATIONAL ACCOUNTING INSTRUCTOR AT THE "SCUOLA DI ALTA FORMAZIONE" OF FONDAZIONE DOTTORI COMMERCIALISTI DI MILANO AND AT ODCEC MILANO (COURSES TAUGHT IN ITALIAN AND ENGLISH) – Milan, Italy (since 2005)
PROFESSOR OF ACCOUNTING AND FINANCE, Master in Accounting and Finance, Communication Trend Italia Srl, Milan, Italy (2000-2005).
ITALIAN LANGUAGE AND CULTURE INSTRUCTOR (INTERMEDIATE AND ADVANCED CLASS) – New York University "Speaking Freely" foreign language program (2000-2001)
ADJUNCT PROFESSOR OF FINANCIAL ACCOUNTING AND ANALYSIS, SDA Bocconi, Milan, Italy, MBA program (English class) (1998)
VISITING PROFESSOR OF MANAGEMENT ACCOUNTING, Biznio Mokymo Centras, Kaunas (Lithuania), International Executive MBA, TEMPUS PHARE Project (sponsored by the European Union) (1998)
ACCOUNTING AND AUDITING EXPERT, KazGAU, Almaty (Republic of Kazakstan), TACIS Project (sponsored by the European Union) (1998)
RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING - Business Administration Department – State University of Turin, Novara branch, Italy (1997-1998)
RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING, "G.Zappa" Business Administration Department, Luigi Bocconi University, Milan, Italy (1993-1999)
RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING - Accademia Militare della Guardia di Finanza, Bergamo, Italy (1993-94) (1994)
ASSISTANT PROFESSOR - Accounting and Control Area, SDA Bocconi, Milan, Italy (1993-1998)
MEMBERSHIP IN TECHNICAL COMMITTEES
- MEMBER OF "EFRAG SME WORKING GROUP" Bruxelles, Belgium (since 2011)
- MEMBER OF IASCF SME IMPLEMENTATION GROUP, IASCF, London (United Kingdom) (2010-2014)
- MEMBER OF TECHNICAL EXPERTS GROUP "SME STAKEHOLDER GROUP", AT ACCA, ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS, Rome, Italy (since 2010)
- CHAIRMAN OF THE CONSULTING COMMITTEE ON ACCOUNTING STANDARDS AT ORDINE DOTTORI COMMERCIALISTI ED ESPERTI CONTABILI (ODCEC) – Milan, Italy (member since 2005; chairman since 2013)
- MEMBER OF THE NATIONAL SCIENTIFIC COMMITTEE OF ASSOCIAZIONE ITALIANA DEI DOTTORI COMMERCIALISTI – Milano, Italy (since March 2014)
- CHAIRMAN OF EQUAL OPPORTUNITIES COMMITTEE AT ORDINE DOTTORI COMMERCIALISTI ED ESPERTI CONTABILI (ODCEC) – Milan, Italy (2010-2013)
- MEMBER OF "IFRS FOR SMES TASK FORCE" AT THE ORDINE DOTTORI COMMERCIALISTI ED ESPERTI CONTABILI (ODCEC) – Milan, Italy (2009-2010)
- MEMBER OF ASSIREVI IFRS OPI CONSULTING COMMITTEE, Milan, Italy, on behalf of Mazars SpA (Assirevi is the Italian Association of Audit Firms) (2007-2011)
- MEMBER OF THE CONSULTING COMMITTEE ON CORPORATE FINANCE AT ODCEC Milan, Italy (2010-2011)
- MEMBER OF THE "IFRS TASK FORCE" AT THE TECHNICAL RESEARCH DEPT. Mazars SA, Paris, France (2003-2011)
OTHER PROFESSIONAL ACTIVITIES
CONSULTANT OF THE CRIMINAL COURT OF PESARO, ITALY, collaborating as a technical expert in investigations about the plague of usury in Central Italy (1996-97).
ENGLISH – ITALIAN, ITALIAN - ENGLISH AND FRENCH - ITALIAN TRANSLATOR for major publishers and financial institutions (Banca d'Italia, Julius Baer Group, McGraw Hill, Mellon Global Investments, HSBC Bank, Banque Rothschild, et alia).
ACADEMIC RESEARCH
1997 SDA Bocconi research project: Analysis of decision processes in small firms
1994 Luigi Bocconi University research project: Evaluation of theoretical and real effectiveness of public policies for start-up and development of small and medium-size firms in Italy
SDA Bocconi research project: Small and medium-size firms
1993 Luigi Bocconi University research project: The process of formulation and issuance of accounting standards in some European countries.
AWARDS
Master Scholar at the Department of Psychology of the Graduate School of Arts and Science, New York University, New York, NY, United States.
Gold Medal of Associazione Amici della Bocconi (Bocconi University Alumni Association) as best graduate in academic year 1991-92.
OTHER INFORMATION
Knowledge of main PC software (Windows Office package, SPSS); and of the Internet.
Hobbies: travelling, tennis, scuba diving (PADI OWSI Instructor; PADI EFR Instructor), Italian wines and cuisine (Sommelier - Ordinary member of Associazione Italiana Sommeliers), study of foreign languages, of Indoeuropean and Eastern Asian origin.
Claudia Mezzabotta
Milan, March 23, 2015
Claudia MEZZABOTTA Via Tito Livio, 20 20137 Milano Italia Tel. +39 02 5469308 Cell. +39 335 8386118 E-mail: [email protected] PEC: [email protected]
DECLARATION
The undersigned MEZZABOTTA Claudia, born in Fano (PU) on 3 February 1970, resident in Milano, Via Tito Livio, 20, Tax Identification number MZZCLD 70B43 D488M and domiciled for the purpose in Milano, Via Carlo Pisacane, 24, Chartered Accountant registered in "Albo dei Dottori Commercialisti e degli Esperti Contabili" of Milano since 25/01/1994 n. 3736, Statutory Auditor registered in "Registro dei Revisori Legali" under number 72022 through Ministerial Decree 26/05/1999 (published on the Gazzetta Ufficiale n. 45 of 08/06/1999), holds as of today the following appointments:
Boards of Statutory Auditors:
1) Chairperson of the Board of Statutory Auditors of Carrara SpA, via Napoli 28, Bussero (MI), P.IVA 03594550968, registered at R.E.A of Milano under n. 1687389, appointed on 29/6/2011;
2) Member of the Board of Statutory Auditors of Ottana Polimeri Srl, Zona industriale S.P. 17, Km. 18, Ottana (NU), P.IVA 07012450966, registered at R.E.A. of Nuoro under n. 0095349, appointed on 28/12/2011;
3) Member of the Board of Statutory Auditors of Sabre Italia Srl, via Appia Nuova 988/990, Roma, P.IVA 04889061000, registered at R.E.A. of Roma under n. 812730, appointed on 18 May 2011;
4) Chairperson of the Board of Statutory Auditors of (with role of Statutory audit) of Fultes SpA, Via Bonnet 6/B, Milano (MI), P.IVA 03467990150, registered at R.E.A. of Milano at n. 814541, appointed on 10 September 2012;
5) Sole Statutory Auditor of GE Lighting Srl, via Paracelso 16, Agrate Brianza (MB), P.IVA 02763810245, registered at R.E.A. of Monza e Brianza under n. 1879230, appointed on 21 December 2012;
6) Sole Statutory Auditor of RES Srl, viale F. Testi 280, Milano, P.IVA 07883910965, registered at R.E.A. of Milano under n. 1988094, appointed on 10 February 2015;
7) Member of the Board of Statutory Auditors of IFA-Istituto Fiduciario Ambrosiano SpA, Via Larga 7, Milano, P.IVA 03706110156, registered at R.E.A. of Milano under n. 541576, appointed on 7 May 2013;
8) Member of the Board of Statutory Auditors of Synopo SpA, Via Tolstoj 86, San Giuliano Milanese (MI), P.IVA 08194550961, registered at R.E.A. of Milano under same registration number, appointed on 23 December 2014;
9)Member of Board of Statutory Auditors of INALCA SpA, via Spilamberto 30/C, Castelvetro di Modena (MO), P.IVA 01825020363, registered at R.E.A. of Modena under n. 311469, appointed on 22 December 2014;
10) Member of Board of Statutory Auditors of Pentagramma Perugia SpA, via Versilia 2, Roma, P.IVA 09543841002, registered at R.E.A. of Roma under n.1171445, appointed on 28 July 2014;
11) Alternate Statutory Auditor of Amplifon SpA, via Ripamonti 133, Milano (MI), P.IVA 04923960159, registered at R.E.A. di Milano under n. 1064063, appointed on 18/04/2012;
12) Alternate Statutory Auditor of Prysmian SpA, Viale Sarca 222, Milano, P.IVA 04866320965, registered at R.E.A of Milano under n. 1777895, appointed on 16 April 2013;
13) Alternate Statutory Auditor of Barclays Family SpA, via C. Arconati 1, Milano (MI), P.IVA 05481730967, registered at R.E.A. of Milano under n. 1824792, appointed on 3 September 2012.
14) Alternate Statutory Auditor of Computershare SpA, via L. Mascheroni, 19, Milano (MI), P.IVA 06722790018, registered at R.E.A. of Milano under n. 1449724, appointed on 23 October 2012;
15) Alternate Statutory Auditor of Gatelab Srl, via dei Pentri, Scala B 161, Isernia (IS), P.IVA 00333030948, registered at R.E.A. of Isernia under n. 24351, appointed on 19 December 2012;
16) Alternate Statutory Auditor of Gommauto Ambrosiana SpA, via Pola 28, Pioltello (MI), P.IVA 07182660154, registered at R.E.A. of Milano under n. 1145314, appointed on 25/5/2012;
17) Alternate Statutory Auditor of O.R.M.I.C. Organizzazione Milanese Industriale e Commerciale SpA, viale provinciale Delle Industrie 24, Cambiago (MI), P.IVA 00793920158, registered at R.E.A. of Milano under n. 328991, appointed on 30/04/2013;
18) Alternate Statutory Auditor of Pentagramma Piemonte SpA, via Versilia 2, Roma, appointed on 28 July 2014;
19) Alternate Statutory Auditor of Quadrifoglio Verona SpA, via Versilia 2, Roma, appointed on 13 October 2014.
Board of Directors:
1) Member of the Board of Directors of Istituto per la Scienza dell'Amministrazione Pubblica, piazza Castello 3, Milano, appointed by the Major of Milano on 23 Decemebr 2013.
Your faithfully.
23 March 2015
Signed Claudia Mezzabotta
The undersigned Mauro Coazzoli, born in Milano on March 25th, 1964, resident in Via Mascheroni 29, Tax ID number CZZMRA64C25F205F
whereby
the Shareholders' Meeting of Amplifon S.p.A. is convened on 21 April 2015, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2015-2017 and, therefore, through the date on which the Shareholders' Meeting is called to approve the financial statements for the year ending 31 December 2017,
declares
to accept the candidacy and any appointment as alternate statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility,
states
that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively:
-
- that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the "testo unico della finanza" or TUF), and other applicable provisions of special laws;
-
- to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162;
-
- to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law;
-
- □ to qualify □ to not qualify
as independent pursuant to Art. 3 of the July 2014 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.
Yours faithfully.
23 March 2015 signed by
Mauro Coazzoli
E U R O P E A N C U R R I C U L U M V I T A E F O R M A T
PERSONAL INFORMATION
| Name | MAURO COAZZOLI |
|---|---|
| Address | , 29 – 20145 MILANO - ITALY VIA MASCHERONI |
| Telephone | +39.02.89.41.55.08 |
| Fax | +39.02.89.41.55.07 |
| [email protected] | |
| Nationality | Italian |
| Date of birth | 25.03.1964 |
| WORK EXPERIENCE | |
| • Dates (from – to) | - From 1996 1996, Chartered Accountant. - From 1991 to 1995, professional traineeship at "Altri Dottori Commercialisti". - Chairman of "Commissione Informatica dell'Ordine dei Dottori Commercialisti e degli Esperti Contabili di Milano". - Teacher on call of postgraduate master co courses in Italian and in English, at MIP s MIP-Politecnico di Milano. - From 1996, teacher of Scuola di Alta Formazio Formazione per l'Ordine dei Dottori Commercialisti e ne degli Esperti Contabili di Milano of "Informatics applied to companies", "Organization of Professional Offices, " "New web and mobile technologies for professional marketing". ew - Experience of financial audit accru accrued during freelancer activity, also regarding sale of ed multinational listed companies. - specific ultra ultra-decennial experience of control and reporting based standard format (U.S. & decennial International G.A.A.P.) - Specific knowledge of all informatics issues in general and, in particular, those related to corporate life and to balance-sheet's economic evaluation. - Significant knowledge regarding creation and allocation, on European stock exchange markets of direc direct financial instruments and derivatives instruments for funds collection (i.e. bond, convertible bond, exchangeable bond) bond) and their development. - Statutory Auditor of stock companies, also listed, and nonprofit associations. - significant experience as Te Technical Consultant in legal proceedings. chnical - Registered to "Albo dei Giornalisti – Sezione Pubblicisti". |
| EDUCATION AND TRAINING | |
| • Dates (from – to) • Name and type of organization providing education and training • Principal subjects/occupational skills covered • Title of qualification awarded |
1991 Specialization in "Administration "Administration and Control" Doctor of Business Administration - Specialization in "Administration and Control" |
| ITALIAN |
|---|
| ENGLISH EXCELLENT EXCELLENT EXCELLENT |
| GERMAN SCHOLASTIC SCHOLASTIC SCHOLASTIC |
| Excellent interpersonal skills obtained in the performance of the profession of chartered Accountant. |
| Excellent professional skills obtained if the profession of chartered accountant. |
| Deep knowledge of informatics issues also gained on the field in the academic period through creation of a software development company for the design and implementation of finite structures. |
| Teacher on call at M.I.P. – Politecnico di milano – international M.B.A. course in English. |
| Driving License A and B type |
| 03/10/2014 SIGNATURE |
Mauro Coazzoli
Chartered Accountant Statutory Auditor
via Mascheroni 29 - 20145 Milano Italy tel. (+39) 02.89.41.55.08 (r.a.) - fax (+39) 02.58.10.85.87 E-Mail [email protected] studiocoazzoli.it
LIST OF CURRENT APPOINTMENTS
Dear Sirs,
Pursuant to article 2400 of Italian Civil Code, I have the honor to communicate the list of my current appointments:
Borsa Italiana S.p.A. (London Stock Exchange Group) – Statutory Auditor Cassa Comp.ne e Garanzia S.p.A. (London Stock Exchange Group) – Statutory Auditor GateLab s.r.l. (London Stock Exchange Group) – Chairperson of the Board of Statutory Auditors Amplifin S.p.A. (parent company of Amplifon S.p.A.) – Statutory Auditor Ampliare S.p.A. - Statutory Auditor Luigi & Felice Castelli S.p.A. – Statutory Auditor Touring Club Italiano – Statutory Auditor Touring Servizi s.r.l. - Statutory Auditor Touring Editore s.r.l. – Statutory Auditor Touring Vacanze s.r.l. - Statutory Auditor O.R.M.I.C. S.p.A. – Statutory Auditor O.R.M.I.C. Immobiliare Srl – Statutory Auditor
Monte Titoli S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor MTS S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor Servizio Titoli S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor BiTS Market Services S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor
Euro TLX Sim S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor Amplifon S.p.A. – Alternate Statutory Auditor
Milano, 20 March 2015.
Mauro Coazzoli
Comunicazione ex artt. 23 del Provvedimento Post Trading
| Intermediario che effettua la comunicazione | ||||||
|---|---|---|---|---|---|---|
| ABI | 03479 | CAB | 1600 | |||
| denominazione | BNP Paribas Securities Services | |||||
| Intermediario partecipante se diverso dal precedente | ||||||
| ABI (n.ro conto MT) | ||||||
| denominazione | ||||||
| data della richiesta | data di invio della comunicazione | |||||
| 24/03/2015 | 24/03/2015 | |||||
| n.ro progressivo annuo 0000000068/15 |
n.ro progressivo della comunicazione che si intende rettificare/revocare |
causale della rettifica/revoca |
||||
| Nominativo del richiedente, se diverso dal titolare degli strumenti finanziari | ||||||
| Titolare degli strumenti finanziari: | ||||||
| cognome o denominazione | AMPLITER NV | |||||
| nome | ||||||
| codice fiscale | ||||||
| comune di nascita | provincia di nascita | |||||
| data di nascita | nazionalità | |||||
| indirizzo | STRAWINSKYLAAN 3111 ATRIUM 6 | |||||
| città | AMSTERDAM | stato | NETHERLANDS | |||
| Strumenti finanziari oggetto di comunicazione: | ||||||
| ISIN | IT0004056880 | |||||
| denominazione | AMPLIFON AOR PF | |||||
| Quantità strumenti finanziari oggetto di comunicazione: | ||||||
| n. 55.785.124 | ||||||
| Vincoli o annotazioni sugli strumenti finanziari oggetto di comunicazione | ||||||
| Natura vincolo 99 - Vincolo di pegno |
||||||
| Beneficiario vincolo | ||||||
| (Custodian). | gli Obbligazionisti, DEUTSCHE TRUSTEE COMPANY LIMITED (Trustee), DEUTSCHE BANK LUXEMBOURG SA (Registrar and Transfer Agent), DEUTSCHE BANK AG LONDON BRANCH (Principal Paying and Exchange Agent), CONV-EX ADVISORS LIMITED (Calculation Agent), DEUTSCHE TRUSTEE COMPANY LIMITED (Parallel Debt Creditor), BNP PARIBAS SECURITIES SERVICES MILAN BRANCH |
|||||
| data di riferimento | termine di efficacia | diritto esercitabile | ||||
| 24/03/2015 | 27/03/2015 | TUF) | DEP - Deposito di liste per la nomina del Collegio Sindacale (art. 148 |
Note
Firma Intermediario
COMUNICAZIONE DI PARTECIPAZIONE AL SISTEMA ACCENTRATO
(Art. 23 del Provvedimento congiunto Banca d'Italia/Consob del 22.2.2008 aggiornato con atto Banca d'Italia/Consob del 24.12.2010)
| BANCA POPOLARE DI SONDRIO SEDE CENTRALE |
Numero d'ordine | ||
|---|---|---|---|
| Data di rilascio 24/03/2015 | AMPLITER NV | ||
| Numero progressivo annuo 16 |
Codice Cliente 5696 6 |
VIA RIPAMONTI GIUSEPPE 131 20136 MILANO MI |
|
| A richiesta di | Luogo di nascita | ||
| Data di nascita Codice fiscale 97248020154 |
|||
| Monte Titoli del nominativo sopraindicato con i seguenti titoli: | La presente comunicazione, con efficacia FINO A TUTTO IL 21/04/2015 | , attesta la partecipazione al sistema | |
| Codice | Descrizione del titolo | Quantità | |
| IT0004056880 | AMPLIFON ORD. | 63.600.996 | |
Sui suddetti titoli risultano le seguenti annotazioni:
La presente certificazione viene rilasciata per l'esercizio del seguente diritto:
| PRESENTAZIONE DELLA LISTA PER LA NOMINA DEL COLLEGIO SINDACALE DI AMPLIFON S.P.A. | ||
|---|---|---|
| L'Intermediario BANCA POPOLARE DI SONDRIO Sede Centrale |
||