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Amplifon — AGM Information 2017
May 19, 2017
4030_agm-r_2017-05-19_eb4b7a26-ff98-4d29-b269-8be32065baa4.pdf
AGM Information
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AMPLIFON S.P.A.
MINUTES OF ORDINARY SHAREHOLDERS' MEETING
OF 20 APRIL 2017
The Ordinary Shareholders' Meeting of Amplifon S.p.A. began at h. 10.00 a.m. on 20 April 2017, at Via Ripamonti, 131/133, Milan.
In accordance with Article 11 of the Articles of Association, the Meeting was chaired by Ms. Susan Carol Holland in her capacity as Chairman of the Board of Directors.
In introducing the works, she greeted all those attending by welcoming them and thanking them for being at the Amplifon Group's Ordinary Shareholders' Meeting.
Before initiating discussion on the items on the agenda, she shared with those present a short video on the Group and on the results achieved.
She began by saying that the Amplifon S.p.A. Shareholders' Meeting had been called at this time and in this place by a notice published in "La Repubblica" on 14 March 2017. On the same date the full text of the notice of call was made available on the company website.
She said that, in order to ensure the proper conduct of the Meeting (in line with the Company's Articles of Association), she had set up a team of trusted "Representatives" who would be responsible for checking the identities of the attendees and the validity of their share certificates and proxy forms, in accordance with the current legislation. The documents would be filed with the Company's records.
She informed the shareholders that, on the basis of those checks, 4 (four) persons were found to be present, either in person or by proxy, representing 179,315,136 ordinary shares, and that the Meeting was therefore duly called and quorate.
She reserved the right to update the list of attendees at each vote.
Having acknowledged that the Chief Executive Officer, Mr. Enrico Vita, and the Chief Financial Officer and Manager charged with preparing company's financial reports, Mr. Gabriele Galli, joined the Chair's table to discuss issues falling under their remit that may be raised during the meeting, she also invited the Board Secretary, Mr. Luigi Colombo, with the consent of the attendees, to draft the minutes of the Meeting and to provide assistance in conducting the Meeting and observance of the relevant regulations.
She reminded the attendees that the Meeting has been called to discuss the following:
Agenda
-
- Approval of the Financial Statements as at December 31st, 2016; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions. Consolidated Financial Statements as at December 31st, 2016 and Report on Operations.
-
- Directors' remuneration for FY 2017.
-
- Remuneration Statement (art. 123-ter Legislative Decree 58/98 ("TUF") and art. 84-quater Issuers' Regulations).
-
- Approval of a plan for the purchase and disposal of treasury shares pursuant to article 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan; related and consequent resolutions.
She informed the shareholders that an audiovisual recording of the meeting would be made, solely for the purposes of facilitating the drafting of the Minutes, and that no other recording devices, instruments or photographic equipment would be permitted.
She stated, pursuant to the legislation on the protection of personal data, that Amplifon S.p.A. is the Data Controller and that personal data (name, surname and any other data, such as place of birth, residence and professional qualifications) of the Meeting's attendees had been and would be collected according to the procedures and methods provided for by current regulations; the aforementioned data shall be included in the Meeting minutes, subject to prior manual and/or electronic processing, and may also be disclosed and notified abroad, including outside of the European Union, in line with the procedures and methods provided for by applicable regulations.
The Meeting was informed that, in accordance with art. 135-undecies of TUF, the Company had appointed Omniservizi Finanziari e Amministrativi S.r.l., represented by Ms. Monica Rossetton, as the entity to which shareholders may issue a mandate with voting instructions; Ms. Rossetton reported to have received no proxies.
The attendees were reminded that anyone leaving the Meeting must have their absence recorded, by presenting their attendance slip, which would be handed back to them on their return.
She acknowledged that the reporting obligations of art. 125-bis of TUF had been duly fulfilled.
She acknowledged that the Directors' reports on the items on the agenda had duly been provided to the public at the Company's head office, on the company website and in the other ways provided for by Consob Regulation n. 11971 of 14 May 1999, as amended (the "Consob Regulation"), within the publication date, as required by article 125-ter of TUF.
She informed the Meeting that no requests had been received to include other items on the agenda, pursuant to art. 126-bis of TUF.
She also clarified that the questions received before the Meeting pursuant to art. 127-ter of TUF were answered through publication in the specific section of the Company's website.
She informed the Meeting that to date there are no significant agreements pursuant to art. 122 of TUF relating to or having effects on the Company's shares.
She read out the list of the individuals who participate significantly directly or indirectly pursuant to art. 120 of TUF as recorded in the register of shareholders, integrated with the other communications received in accordance with art. 120 of TUF, and with the other information at Company's disposal. She said that the percentage of share ownership refers to the share capital at the moment of the notice received by the company.
- Ampliter NV 113,619,954 shares (of which 602,634 on loan and therefore without voting rights) – 50.210% of the share capital – Notice of 19 April 2017.
- Tamburi Investment Partners S.p.A. 9,538,036 shares 4.325% of the share capital – Notice of 14 April 2016.
- FMR LLC 11,125,159 shares 4.918% of the share capital Notice of 15 December 2016.
She stated that on 2 April 2017 the Shareholder Ampliter N.V. gained the right to benefit from increased voting rights and therefore has 224,386,916 voting rights, equivalent to 66.455% of the total share capital in voting rights.
This right, provided for by art. 13 of the Articles of Association in compliance with the provisions of art. 127-quinquies of TUF, gives two votes to each share belonging to the same party for an ongoing period of at least twenty-four months starting from the date of registration on the list described in the same article.
The total amount of voting rights affected by said right was made public by the deadline established in art. 85-bis of the Issuers' Regulations.
She also informed the Meeting that journalists, experts and financial analysts had been allowed to attend the meeting in the room or via a closed-circuit television system.
In addition to the above mentioned representatives, various members of the Company and the Group were also present in the room for organisational reasons.
Furthermore, she reminded that Meeting Regulations have been approved at the Meeting on 24 April 2007 to better organise the proceedings. Copies of said Regulations were available at the entrance to the meeting room. To this regard, she briefly mentioned a few of the most important aspects for keeping discussion of the items on the agenda orderly:
- All those participating in the meeting as entitled to vote have the right to intervene, taking the floor, however, only once on each of the items being discussed, making remarks and asking for information;
- The Chairman is entitled to determine the length of interventions; therefore, for the purpose of this meeting, considering the nature and importance of the topics to be discussed, the Chairman has set a maximum of 10 minutes for each intervention;
- Once this time has elapsed, pursuant to the Meeting Regulations, the speaker will be asked to finish within the next two minutes. After the Company gives its answers, those who have already taken part in the discussion may take the floor a second time for no more than 2 minutes, including for any declarations of votes (but not to ask new questions).
- The Chairman and, upon her invitation, the Directors, the Statutory Auditors, the Chief Financial Officer and the other Company Managers deemed necessary from time to time to provide explanations, will reply to the speakers at the end of all the interventions on a specific item;
- The entitled persons may ask to intervene (and to reply) by raising their hand; speakers will take the floor in the chronological order in which the request to intervene or reply was made; if two or more questions are presented at the same time, the Chairman will give the floor according to the alphabetical order of the surnames of those making the requests;
- The entitled persons who have asked to intervene will be invited to come to the podium to speak;
- Once the discussion of an item on the agenda has been declared closed, it will no longer be possible to intervene on that specific topic;
- The Board Members, the Statutory Auditors, the company's Chief Financial Officer and other company's Executives with strategic responsibilities may ask to take part in the discussion;
- In order to provide technical support on the single questions discussed at the Meeting, the Chairman or the Chief Executive Officer may request the intervention of other persons who are attending the meeting as specialist experts;
- A vote by a show of hands will be held right after closing the discussion on each item on the agenda.
Those shareholders who did not have the legal right to vote were asked to inform the Chairman.
The Chairman declared that the subscribed and paid-in share capital as at today's date amounted to €4,525,701.72, divided into 226,285,086 ordinary shares, each with a nominal value of €0.02.
Please note that, as of today, the Company directly held 7,640,010 treasury shares, corresponding to 3.376% of the share capital.
It was noted that, besides the Chairman, the meeting was attended by the following members of the Board of Directors:
- Enrico Vita
- Maurizio Costa
- Laura Donnini
- Lorenzo Pozza
- Alessandro Cortesi
All the other Directors provided justification for their absence.
The following members of the Board of Statutory Auditors are present:
Emilio Fano
Maria Stella Brena
while the Chairman, Ms. Raffaella Pagani, has provided reasons for her absence.
Several representatives from the auditing firm PricewaterhouseCoopers S.p.A. were also present.
* * * *
The Chairman moved on to discuss the first item on the agenda, which reads as follows:
Approval of the Financial Statements as at December 31st, 2016; reports prepared by the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; allocation of the earnings for the year; related and consequent resolutions.
Consolidated Financial Statements as at December 31st, 2016 and Report on Operations.
The Chairman provided information on the fees paid for the legal auditing of the Annual Financial Statements and of the Group's Consolidated Financial Statements for the year ending 31 December 2016, and the auditing work which amounted to €268,083.
- Legal audit of the annual financial statements of Amplifon S.p.A.: €128,664 with 2,199 hours worked.
- Legal auditing of the consolidated financial statements of the Amplifon Group: €85,759 with 1,297 hours worked.
- Attestation services (Tax Statement and VAT Statement): €3,250.
- Accounts audit: €12,908 with 207 hours worked.
- Limited auditing of the half-yearly report of Amplifon S.p.A.: €37,502 with 773 hours worked.
The Chairman proposed that the reading of the Company's financial statements, the Report on operations and – with the consent of the Board of Statutory Auditors – also the Auditors' Report, be omitted. The proposal was unanimously accepted by the attendees.
She reminded the Meeting that the annual financial report for the year 2016, including the draft Financial Statements and Consolidated Financial Statements, the Report on operations and the Reports of the Statutory Auditors and the Auditing firm, had been filed at the registered office and published in the Investors section of the Company website on 13 March 2017.
The Chief Executive Officer took the floor to present the Company's and the Group's performance highlights for the year.
The Chief Executive Officer thanked the Chairman and all those attending the Meeting, and gave a brief overview of the most significant events, in particular the economic-financial results that marked the year 2016.
In the opening he reminded everyone that - as is widely known - Amplifon is a world leader in hearing aid solutions and related services.
In 2016, the Group's revenues from sales totalled about one billion and 133 million euros focusing on the professionalism of over 7,000 specialists in hearing care and on a continuously growing network of about 9,500 points of sale.
In terms of geographical breakdown, about two-thirds of 2016 revenues were generated by the EMEA region, while APAC and the Americas realised 14% and 19% of the overall result, respectively.
With reference to the consolidated results achieved, the Chief Executive Officer particularly emphasised that:
- Revenues and EBITDA reached new historical highs of one billion and 133 million euros and 187 million euros, respectively, with growth at constant exchange rates of 10% and 13% compared to 2015, respectively.
-
The revenues increase which was double compared to the growth of the sector - was driven, for more than two-thirds, by a strong organic growth, while the remainder was driven by acquisition activities.
-
Net profit (approximately €64 million) rose by 36% compared to the previous year.
- The financial structure of the Group continues to show a considerable strength, with a positive free cash flow of €83 million and a net financial debt equal to €224 million, slightly higher than 2015, due, above all, to sizeable investments in acquisitions.
These particularly positive results allowed the Board of Directors to propose distribution of dividends to the shareholders at €0.07 per ordinary share, 63% higher than the previous year.
All geographical areas where the Group operates contributed to the increase in turnover; in particular:
- In Europe, Middle East and Africa (EMEA Region), the strong organic growth along with the acquisitions made mainly in Germany and France led to a 10% increase in revenues with constant rates compared to the previous year;
- In the Americas Region (U.S.A., Canada and Brazil), revenues recorded about 8% growth, also due to the increased investments in marketing;
- The increase in Asia and Oceania totalled almost 12%.
The Chief Executive Officer briefly gave a detailed description of the economicfinancial results of each of the three geographical areas.
- Revenues from Europe, Middle East and Africa (EMEA Region) came to €754 million, up almost 10% at current exchange rates compared to the previous year.
- Italy continued to record solid results driven by strong organic growth, thanks to the new communication strategy and the integrated marketing initiatives.
- Germany posted an outstanding double-digit performance coming from the acquisition of 110 points of sales and from the solid underlying organic growth.
- The Iberian Peninsula, Belgium, Hungary, Poland, Switzerland and the Middle East and Africa (MEA Region) made a positive contribution to the increased revenues of the EMEA Region. They were all driven by solid organic growth.
- The performance of the United Kingdom also improved.
The marked increase in profitability of the EMEA Region is to be emphasised. EBITDA, in fact, totalled €127 million, up by 160 basis points compared to the previous year.
As for the AMERICAS Region, revenues amounted to €215 million, 8.3% higher at current rates compared to the previous year.
All the Group's activities in the United States contributed to the good performance of the area.
Miracle-Ear is particularly highlighted as it reported a very positive performance
thanks to the effective implementation of the strategic initiatives, such as the acceleration and diversification of the marketing investments and the addition of 58 points of sales to the distribution network.
The performance of Amplifon Hearing Health Care was also excellent. It benefitted from the positive performance of the agreements with some primary insurance companies and an impeccable execution.
EBITDA of the AMERICAS Region came to €39 million, slightly higher than the previous year, also following the elevated investments in marketing and due to the strengthening of the organisational structure supporting the ambitious plans of growth.
Lastly, 2016 revenues in the ASIA-PACIFIC Region amounted to €163 million, 11% higher at current rates compared to the previous year.
Australia recorded a double-digit growth thanks to its constant focus on operational excellence and on the growing and increasing diversified investments in marketing, as well as to the addition of new points of sales to the existing network. Performance in New Zealand was strong, mainly driven by organic growth.
Profitability of the APAC Region proved to be the highest of the Group again in 2016, due to the consolidated operational excellence of the local network. Indeed, EBITDA amounted to €49 million, resulting in 30% of revenues.
To summarise the Group's results, in financial terms 2016 was a year of outstanding results. Revenues once again reached record-breaking figures and profitability recorded a double-digit growth.
In addition to what was previously stated:
- EBITDA was posted with a 16.5% margin on turnover, up 50 basis points over the previous year;
- The generation of free cash flow at €82.5 million is significant in the aftermath of net investments of €62.5 million, mainly for the new openings, the re-branding of the network and the continuous development of the IT infrastructure;
- The slightly higher debt is mainly the direct consequence of the sizeable investments in acquisitions made during the period and of the purchases of treasury shares. The net financial indebtedness/EBITDA ratio dropped slightly to 1.17.
The Chief Executive Officer concluded with a brief overview of the financial results of the parent company Amplifon S.p.A. which in 2016 recorded:
- Revenues totalling €269 million, 8.6% higher than the previous year;
- EBITDA amounting to €55 million, 38% higher than 2015;
-
Net profit of €39 million as compared to the €30 million posted in 2015;
-
Growth in turnover was totally achieved through organic growth, which confirms the strength of the strategies adopted in every area of the territory;
- It was precisely based on these favourable results that the Board of Directors proposed to resolve the distribution of dividends for €0.07 per share, totalling €15.3 million.
The Chairman began the discussion on 2016 Financial Statements of Amplifon S.p.A. and of the Amplifon Group, and suggested to combine the discussion on 2016 Financial Statements of Amplifon S.p.A. and the Amplifon Group with that on the allocation of 2016 earnings which will be subject to a separate vote anyway.
All the questions on both items discussed will be collected, and then answered exhaustively. She reminded the participants that each shareholder who wishes to take the floor has 10 minutes for these questions and that the answers on this specific item will be given at the end of all the interventions, followed by a short 2-minute reply by all those who request to speak.
The Shareholder Rimbotti took the floor and requested the transcription of his speech and a copy of the meeting minutes as soon as they become available.
After remarking on the absence of several Directors and of the Chairman of the Board of Statutory Auditors, he praised the performance of the year but clarified that as a Shareholder, he would have appreciated a higher dividend and requested details on the revenues obtained in the various countries.
The Chief Executive Officer replied that the revenues from sales of the single countries where the Group is present are covered by confidentiality and, as for the rest, the Chairman took note of the remarks made by the Shareholder.
As nobody else requested the floor, the Chairman declared the discussion closed.
The shareholders were informed on the final figures of the shares present or represented, with the number remaining unchanged compared to the opening of the meeting.
She asked the shareholders not to leave the room during the vote; she told that if anybody wanted to leave the room, they should do so before the voting started.
She therefore put to the vote, by show of hands, the approval of the Company's Financial Statements for the year ending on December 31st, 2016.
She invited any shareholders who had voted against or who had abstained to hand in their duly completed slips to the officers of the meeting.
She recorded and stated that 2016 Financial Statements had been unanimously approved and read out the results of the votes which will be annexed to these meeting minutes.
The Chairman then moved on to discuss the Allocation of the earnings for the year.
The draft Financial Statements of Amplifon S.p.A. as at 31 December 2016, which were presented to the Meeting and were approved in the previous resolution, show a net profit of €39.0 million (€30.0 million as at 31 December 2015).
This result allowed for the submission for approval to the shareholders of the distribution of a dividend of €0.070 for each ordinary share.
The total dividend would vary depending on the number of shares with ordinary rights held on the dividend payment date, net of the Company's treasury shares (currently 7,640,010 treasury shares, equal to 3.376% of the share capital on the same date).
On the date of this meeting, the total dividend proposed amounted to €15,305,155.32.
As indicated in the published Report which was handed out at the entrance, the Board of Directors proposed the approval of the following resolution:
-
- To allocate the earnings for the year as follows:
- distributing a portion of the earnings, as dividends to the shareholders, in the amount of €0.070 per share,
- the remainder of the annual earnings should to be carried forward.
- 2. To authorise the Chief Executive Officer to verify, in due time, based on the exact number of remunerated shares, the amount of profit distributed and of profit carried forward.
- 3. To start the payment of dividends as of May 24th, 2017, with coupon payments as of May 22nd, 2017.
The Chairman informed the shareholders on the final figures of the shares present or represented, stating that the number is unchanged compared to the previous vote.
The Chairman asked the Shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The proposed allocation of earnings was put to the vote by show of hands.
The shareholders who had voted against or had abstained were asked to hand in their duly completed voting slips to the officers of the meeting.
She recorded and stated that the proposal had been approved with a majority vote and read out the results which will be annexed to these minutes.
The Chairman moved on to deal with the second item on the agenda:
Directors' remuneration for FY 2017.
It should be noted that, in accordance with the powers provided by article 22 of the Articles of Association, the Shareholders' Meeting of 18 April 2016 had determined that the amount of remuneration granted to the Directors for 2016 was €1,200,000.00.
As for 2017, the Board of Directors proposed, based on the considerations of the Remuneration and Appointment Committee, to assign the Directors a remuneration of €1,300,000.00.
The increase, equal approximately to 8%, was attributable to the adjustment of the remuneration of the Chief Executive Officer following the remuneration review process and to alignment with market benchmarks.
The Chairman thus proposed that the following resolution be adopted:
"The ordinary Shareholders' Meeting of Amplifon S.p.A., convened in single call on 20 April 2017, pursuant to its statutory powers and the Report prepared by the Directors,
resolves
to assign to the Directors a remuneration for the year 2017 of €1,300,000.00 to be recognised under the expenditures for the year in question."
She opened the discussion on the proposal just described and explained that all the questions on the item being discussed will be collected to then answer them exhaustively as explained before.
As nobody asked to speak, the Chairman declared the discussion closed.
The shareholders were informed on the final figures of the shares present or represented, with the number remaining unchanged compared to the previous vote.
The Chairman asked the Shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The proposed Directors' remuneration for 2017, as illustrated above, was put to the vote by show of hands.
The shareholders who had voted against or had abstained were asked to hand in their duly completed voting slips to the officers of the meeting.
She recorded and declared that the proposal had been approved unanimously and read out the results of the votes, which will be annexed to these minutes.
The Chairman moved on to deal with the third item on the agenda:
Remuneration Statement (ex art. 123-ter of TUF and art. 84-quater of
Issuers' Regulations.
The Chairman began by reminding the Shareholders that they had been called to vote, in a consultative capacity (art. 123-ter par. 6 of Legislative Decree No. 58/1998) on the first section of the Remuneration Statement, which had been prepared by the Company in accordance with art. 84-quarter and Appendix 3A Scheme 7-bis of Consob Regulation.
The first section of the Remuneration Statement illustrates the policy of Amplifon S.p.A. and its subsidiaries with regard to remuneration.
The full Statement was made available to the public on 13 March 2017. A copy of the document was handed out at the entrance to the meeting room.
The shareholders were asked to adopt the following resolution:
"The shareholders' meeting of Amplifon S.p.A., having reviewed the first section of the Remuneration Statement prepared by the Company, hereby approves its contents in accordance with paragraph 6 of article 123-ter of Legislative Decree No. 58/1998 and for all legal purposes."
As nobody asked to speak, the Chairman declared the discussion closed.
She informed the Shareholders of the final data of the shares present or represented, which remained the same as the previous vote.
The Chairman asked the Shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
She put to the vote, by a show of hands, the approval of the Remuneration Statement.
The shareholders who had voted against or had abstained were asked to hand in their duly completed voting slips to the officers of the meeting.
She recorded and stated that the proposal illustrated had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.
The Chairman then moved on to discuss the fourth and last item on the agenda, which reads as follows:
Approval of a plan for the purchase and disposal of treasury shares pursuant to articles 2357 and 2357-ter of the Italian Civil Code, following revocation of the current plan; related and consequent resolutions.
The Chairman briefly outlined the contents of the Directors' Report prepared by the Company's Board of Directors in accordance with article 73, paragraph 1 of the Consob Regulation, and with articles 2357 and 2357-ter of the Civil Code, and article 132 of Legislative Decree No. 58 of 24 February 1998, referring the shareholders to the above report for more information. A copy was provided to them at the entrance to the meeting room.
The Chairman then continued by saying that the authorisation for a plan of purchase and disposal, on one or more occasions, on a revolving basis, is required for a maximum number of ordinary shares of Amplifon S.p.A. that would leave the Company (if the purchase option is exercised in full, and taking into account the treasury shares already held) with a stake of no more than 10% in the share capital (therefore on the date of this meeting, a maximum of 22,628,508 ordinary shares, each with a nominal value of €0.02).
The authorisation was requested after revocation of the non-executed part of the existing plan, which was approved by the meeting on 18 April 2016, expiring on 17 October 2017.
The Board of Directors believed that the reasons that were at the basis of its request for authorisation for the purchase and disposal of treasury shares that it submitted at the time were still applicable.
The request for authorisation was justified by the need to provide the Company with an effective way of pursuing the following objectives:
(i) have treasury shares available to service stock-based incentive plans, both current and future, for Directors and/or employees and/or partners working for the Company and other companies controlled by it, as well as any plans for the free assignment of shares to shareholders;
(ii) to dispose of treasury shares to be allocated as a means of payment for acquisitions of companies or exchange of equity interests.
It was noted that, the authorisation request pertains to the Board of Director's faculty to carry out repeated and successive purchase and sale transactions (or other disposal transactions) of treasury shares on a rotating basis (so-called "revolving transactions"), also for fractions of the maximum allowed quantity, so that, at any time, the quantity of shares subject to the proposed purchase and held in the Company's portfolio does not exceed the threshold provided for by the law and by the Shareholders' Meeting's authorisation.
At the date of the Shareholders' Meeting, the Company held 7,640,010 treasury shares, equivalent to 3.376% of the share capital. They were purchased on the market according to purchase plans authorised from time to time by the Ordinary Shareholders' Meeting.
In addition, in accordance with article 2357, par. 1 of the Italian Civil Code, the purchase of treasury shares is permitted up to the limit of the profits available for distribution and available reserves, as recorded on the last duly approved financial statements.
To this purpose, we would like to refer to the Financial Statements for the year ended on 31 December 2016, which have been submitted for approval to today's Meeting.
These Financial Statements showed:
- i. Earnings for the year amounting to €38,970,444.42, of which €23,665,289.10 are carried forward.
- ii. Other available capital reserves of €201,651,680.47 and
- iii. Distributable earnings carried forward of €141,825,894.39.
The purchase authorisation was requested for the maximum duration permitted by article 2357, paragraph 2, of the Civil Code and, therefore, for a period of 18 months from the date on which the Shareholders' Meeting approves it.
The authorisation to dispose any treasury shares that might be acquired was requested without a time limit, in light of the non-existence of legal provisions in this respect and of the opportunity of maximising the time period during which the disposal can be effected.
The Board of Directors proposed that the unit price for the purchase of shares should be established from time to time for each transaction, notwithstanding the fact that it may be neither higher nor lower than 10% of the share's reference price on the trading day prior to each individual purchase transaction.
The Chairman began the discussion on the above motion.
The shareholder Rimbotti took the floor and asked why the number of treasury shares rose compared to the situation as at 1 January 2016. The Chief Executive Officer replied that all transactions for the purchase and disposal of treasury shares are contained in the Directors' Report, which thoroughly explains the entire process as a whole.
As nobody else asked to speak, the Chairman declared the discussion closed.
The shareholders were informed on the final data of the shares present or represented, with no changes occurring compared to the previous vote.
The Chairman asked the Shareholders not to leave the room during the vote; she asked that if anybody wanted to leave the room, they should do so before the voting started.
The following proposal was put to the vote, by show of hands:
The Ordinary Shareholders' Meeting of Amplifon S.p.A.:
- having examined the report prepared in compliance with Article 73 and Annex 3A, Scheme No. 4, of the Regulation adopted with Consob Resolution No. 11971 of May 14th, 1999 (as subsequently amended and integrated);
- acknowledging that, at the date of this Shareholders' Meeting, Amplifon S.p.A. holds 7,640,010 treasury shares in portfolio and that none of its subsidiaries holds Amplifon S.p.A.'s shares;
- noting the opportunity of issuing an authorisation for the purchase and
disposal of treasury shares enabling the Company to carry out purchase and disposal transactions for treasury shares for the purposes of and in compliance with the methods indicated in the Board of Directors' Report,
resolves
- 1. to revoke, with effect from today, the treasury share purchase and disposal plan approved by the Shareholders' Meeting on April 18th, 2016, as to the part that has not been executed;
-
- to authorise, pursuant to Article 2357 of the Italian Civil Code, the purchase, on one or more occasions, of a maximum number of ordinary shares resulting – where the option herewith granted is exercised in full within the maximum deadline indicated below – in the Company holding a number of shares equal to maximum 10% of the share capital, in full compliance with all limits set by law and taking into account the shares already held in its portfolio, for the pursuit of the objectives highlighted in the Board of Directors' Report and at the following terms and conditions:
- shares may be purchased up until expiry of the eighteenth month from the date of this Resolution; the last purchase made within this deadline will have to include a number of shares such as to allow compliance with the aforementioned overall 10% threshold;
- the shares may be purchased at a unit price that is not 10% lower or higher than the share's reference price recorded on the trading day prior to each individual purchase transaction;
- the shares may be purchased on regulated markets also through the purchase and disposal of derivative instruments negotiated on regulated markets that entail the physical transfer of underlying shares, as well as through the proportional allocation of sale options to shareholders;
- the purchase may be carried out in line with one of the methods described by the joint provisions of Article 132 of Legislative Decree No. 58 of 24 February 1998 and Article 144-bis of Consob Resolution No. 11971 of 14 May 1999, with the only exception of public tender offers for purchase or exchange, taking into account the specific exemption provided for by paragraph 3 of the aforementioned Article 132 of Legislative Decree No. 58 of 24 February 1998, and, at any rate, by means of any other methods permitted by legal and regulatory provisions on the matter;
- 3. to authorise, pursuant to Article 2357-ter of the Italian Civil Code, executing disposal transactions, on one or more occasions, on treasury shares purchased pursuant to this resolution or already held by the Company at the date of today's meeting, in compliance with applicable legal and regulatory provisions, in order to pursue the objectives described in the Board of Directors' Report and the following terms and conditions:
-
the shares may be sold or otherwise transferred at any time, without time limits;
-
the disposals may be made even before the purchases have been completed, and they may take place on one or more occasions by means of sale on the market, off-market or on the block market, and/or via transfer to Directors, employees and/or partners working for the Company and/or its subsidiaries, in implementation of an incentive plan and/or through any other act of disposal, in connection with operations involving share swaps or sales, by means of exchange or transfer or, finally, in relation to capital transactions involving the allocation or disposal of treasury shares (such as mergers, demergers, the issue of convertible bonds or warrants serviced by treasury shares);
- 4. to grant the Board of Directors full powers to execute this resolution, with the express right of delegation, also by approving any executive act related to the buy-back plan".
The Chairman asked the shareholders who had voted against or had abstained to deliver their duly completed voting slips to the officers of the meeting.
She recorded and declared that the resolution as illustrated had been approved by the majority, and read out the results of the votes, which will be annexed to these minutes.
There being no further matters to discuss, the Chairman thanked the attendees and declared the meeting closed at 11 a.m.
Chairman Secretary Susan Carol Holland Luigi Colombo
AMPLIFON S.P.A. ORDINARY SHAREHOLDERS' MEETING 20 April 2017
List of participants and votes results
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Situazione alle ore 10:00
Intervenuti numero persone fisiche 4 rappresentanti in proprio o per delega numero 293 azionisti
Le azioni aventi diritto di voto maggiorato sono n. 111.369.596
per numero 179.315.136 azioni ordinarie pari al 79,243% del capitale sociale
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Elenco partecipanti / azionisti
| Delegato | Cognome / Ragione sociale | Nome Quantità |
|---|---|---|
| FRANCESCA PROIETTO AMPLIETR NV (Voto maggiorato) |
70.817.510 | |
| 1 | AMPLITER NV (Voto maggiorato) | 25.138.840 |
| 2 | AMPLIETR NV (Voto maggiorato) | 15.413.246 |
| 3 | ||
| 6 | AMPLIETR NV | 1.647.724 |
| 113.017.320 | ||
| 24 | MARIKA DI BENEDETTO 56053 IP GLOBAL EQUITIES I |
7.278 |
| 25 | ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 16.387 |
| 26 | ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 3.567 |
| 27 | ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 10.633 |
| 28 | ACTIVE INTERNATIONAL SMALL CAP LENDING COMMON TRUST FUND | 16.220 |
| 29 | AGI LAD SMAL CAP E 8445 03 6381 SPK | 2.254.077 |
| 30 | ALASKA PERMANENT FUND CORPORATION | 13.402 |
| 31 | ALLEGHENY COLLEGE | 13.500 |
| 32 | ALLIANZ GI FONDS QUONIAM SMC | 79.702 |
| 33 | ALLIANZ GLOBAL INVESTORS GMBH FOR ALLIANZGI-FONDS HPT | 195.206 |
| 34 | ALLIANZ OPERA | 92.132 |
| 35 | ALLIANZGI-FONDS DSPT | 71.174 |
| 36 | AMERICAN CENTURY RETIREMENT DATE TRUST | 42.022 |
| 37 | AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. - GLO SMALL CAP FD | 4.335 |
| 38 | AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. INTL OPPORTUNITIES | 125.530 |
| 39 | AMG FUND PLC | 4.990 |
| 40 | AMG TIMESSQUARE INTL SM CAP | 337.100 |
| 41 | AQR ABSOLUTE RETURN MASTER ACCOUNT LP. | 8.713 |
| 42 | AQR GLOBAL STOCK SELEC.MASTER ACC.L.P CO AQR CAP.MANAG.LLC | 1.343 |
| 43 | ARROWSTREET MULTI-STRATEGY UMBRELLA PLC | 115.609 |
| 44 | ASIAN DEVELOPMENT BANK | 11.266 |
| 45 | ATFF AMERICAN CENTURY | 42.934 |
| 46 | AXA WORLD FUNDS | 600.000 |
| 47 | AXIOM GLOBAL MICRO-CAP EQUITY FUND | 24.146 |
| 48 | AXIOM INTERN.SMALL CAP EQUITY TRUST | 7.312 |
| 49 | AXIOM INT'L MICRO CAP FUND LP | 69.284 |
| 50 | AXIOM INVESTORS TRUST II | 20.902 |
| 51 | BARING INTERNATIONAL SMALL CAP EQUITY FUND | 57.574 |
| 52 | BMO GLOBAL LONG/SHORT EQUITY FUND | 5.248 |
| 53 | BMO GLOBAL LOW VOLATILITY EQUITY FUND | 19.269 |
| 54 | BMO INVESTMENTS (IRELAND) PLC | 706 |
| 55 | BNP PARIBAS ACTIONS PME | 414.620 |
| 56 | BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.344 |
| 57 | BNYMTCIL MK DIVGRTFD | 400 |
| 58 | BUREAU OF LABOR FUNDS - LABOR RETIREMENT | 1.626 |
| 59 | BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 4.922 |
| 60 | BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 2.188 |
| 61 | CALVERT WORLD VALUES F INC - CALVERT INT OPPORTUNITIES FUND | 142.876 |
| 62 | CARPILIG R2 | 20.000 |
| 63 | CBZ CUIT INTERNATIONAL PRINCIPAL | 105.053 |
| 64 | CF DV ACWI EX-U.S. IMI FUND | 1 |
| 65 | CH0526 - UBS (CH) INSTITUTIONAL FD - EQUIT. GLOBAL SMALL CAP PASSIVE II | 3.375 |
| 66 | CIBC EUROPEAN EQUITY FUND | 209.984 |
| 67 | CIBC GLOBAL EQUITY FUND | 17.630 |
|---|---|---|
| 68 | CIBC INTERNATIONAL SMALL COMPANIES FUND | 3.274 |
| 69 | CITY OF NEW YORK GROUP TRUST | 20.483 |
| 70 | CITY OF NEW YORK GROUP TRUST | 17.792 |
| 71 | CITY OF NEW YORK GROUP TRUST | 6.040 |
| 72 | CLRF HARRIS ASSOCIATES | 34.700 |
| 73 | CNP ASSUR SMALL CAP | 162.000 |
| 74 | COLONIAL FIRST STATE INVESTMENTS LIMITED | 8.434 |
| 75 | CPZ COP SERS HARRIS ASSOCIATES | 288.803 |
| 76 | CROISSANCE PME M | 372.623 |
| 77 | DOMINION RESOURCES INC. MASTER TRUST | 83.745 |
| 78 | DOMINION RESOURCES INC. MASTER TRUST | 75.251 |
| 79 | EATON VANCE GLOBAL SMALL-CAP FUND | 8.715 |
| 80 | EATON VANCE INTERNATIONAL SMALL-CAP FUND | 5.001 |
| 81 | EATON VANCE MGMT INTL SMALL CAP | 898 |
| 82 | EL FINANCIAL CORPORATION LIMITED | 8.900 |
| 83 | ERIE COUMMINTY FOUNDATION | 15.300 |
| 84 | FAIRFAX COUNTY EMPLOYEES RETIREMENT SYSTEM | 39.187 |
| 85 | FAMILY VALUES | 55.000 |
| 86 | FCP CARPIMKO ACTIONS LO | 180.000 |
| 87 | FCP NATIXIS ACTIONS SMALL MID CAP EURO | 183.000 |
| 88 | FCP NATIXIS ACTIONS SMALL MID CAP EURO | 18.193 |
| 89 | FCP SCANDIUM | 46.000 |
| 90 | FCP SYCOMORE EUROPEAN GROWTH | 220.000 |
| 91 | FCP SYNERGY SMALLER CIES | 715.000 |
| 92 | FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 7.260 |
| 93 | FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST | 32 |
| 94 | GEORGE LUCAS FAMILY FOUNDATION | 24.400 |
| 95 | GLOBAL LOW VOLATILITY EQUITY FUND, LLC | 7.275 |
| 96 | GMAM INVESTMENT FUNDS TRUST | 128.541 |
| 97 | GMO FOREIGN SMALL COMPANIES FUND | 1.024.733 |
| 98 | GMO FUNDS PLC | 1.680 |
| 99 | GMO FUNDS PLC | 1.072 |
| 100 | GMO IMPLEMENTATION FUND | 15.205 |
| 101 | GMO INTERNATIONAL EQUITY FUND | 324.423 |
| 102 | GMO INTERNATIONAL SMALL COMPANIES FUND | 159.836 |
| 103 | GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 15.036 |
| 104 | GOPHER MCKINLEY GLOBAL QUANT.EQUITY FD C/O MAPLES CORP.SERV.LTD | 1.579 |
| 105 | GWL GLOBAL INVESTMENTS, LLC | 27.600 |
| 106 | HRW TESTAMENTARY TRUST NO 2 | 68.100 |
| 107 | HRW TESTAMENTARY TRUST NO 3 | 68.100 |
| 108 | HRW TESTAMENTARY TRUST NO. 12 | 58.500 |
| 109 | HRW TESTAMENTARY TRUST NO. 8 | 68.100 |
| 110 | HSBC STAT | 32.600 |
| 111 | INTERNATIONAL LP I | 166 |
| 112 | INTERNATIONAL MONETARY FUND | 1.352 |
| 113 | INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 8.008 |
| 114 | JOHN S AND JAMES L KNIGHT FOUNDATION | 128.300 |
| 115 | KAPITALFORENINGEN ISTITUTIONEL INVESTOR EUROPAELSKE AKTIER | 866.692 |
| 116 | KP INTERNATIONAL EQUITY FUND | 5.212 |
| 117 | LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| 118 | LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| 119 | LMCG GLOBAL MARKET NEUTRAL FUND | 37.361 |
| 120 | LMIF LMGAMI EURO SMLL CP | 176.936 |
| 121 | LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 7.329 |
|---|---|---|
| 122 | LOY PARTNERSHIP, LLC | 51.600 |
| 123 | LTW INVESTMENTS LLC | 90.900 |
| 124 | MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 34.538 |
| 125 | MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| 126 | MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.662 |
| 127 | MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 11.940 |
| 128 | METZLER INVESTMENT GMBH FOR MI-FONDS 415 | 81.200 |
| 129 | MINISTERS AND MISSIONARIES BENEFIT BOARD OF AMERICAN BAPTIST CHURCH | 17.447 |
| 130 | MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F | 22.676 |
| 131 | NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C | 7.717 |
| 132 | NATIONAL PROVIDENT FUND AS TRUSTEE OF TH | 29.098 |
| 133 | NATIONAL WESTMINSTER BANK PLC PLC AS TR OF BARING EUR SEL TR | 1. 501.795 |
| 134 | NATIXIS INTERNT FUNDS LUX I | 92.000 |
| 135 | NEW YORK STATE NURSES ASSOCIATION PENSION PLAN | 85.647 |
| 136 | NEW ZEALAND SUPERANNUATION FUND | 7.137 |
| 137 | NEW ZEALAND SUPERANNUATION FUND | 5.641 |
| 138 | NM PERA PRINCIPAL INTL SMALL | 60.182 |
| 139 | NUMERIC SOCIALLY AWARE MULTI -STRATEGY FD LTD. C/O NUM. INV.LLC | 250 |
| 140 | ONTARIO POWER GENERATION INC . | 11.930 |
| 141 | ONTARIO POWER GENERATION INC . | 10.727 |
| 142 | OPPENHEIMER GLOBAL OPPORUNITIES FUND | 2. 000.000 |
| 143 | PEERLESS INSURANCE COMPANY | 112.128 |
| 144 | PENSION RESERVES INVESTMENT TRUST FUND | 314.059 |
| 145 | PENSION RESERVES INVESTMENT TRUST FUND | 44.917 |
| 146 | PENSION RESERVES INVESTMENT TRUST FUND | 4.513 |
| 147 | PFI INTERNATIONAL SMALL CO FD PGI | 383.656 |
| 148 | PGIF GLOBAL SMALL CAP EQ BNYMTCIL | 7.506 |
| 149 | PIONEER FUNDS - ITALIAN EQUITY | 79.489 |
| 150 | PIONEER FUNDS-EUROPEAN POTENT. | 2. 011.253 |
| 151 | PIONEER INVESTMENT MANAGEMENT SGRPA / AZIONARIO CRESCITA | 281.967 |
| 152 | PRINCIPAL GLOBAL INVESTORS COLLECTIVE INVESTMENT TRUST | 8.933 |
| 153 | PRINCIPAL LIFE INSURANCE COMPANY | 624.645 |
| 154 | PRINCIPAL TRUST COMPANY (ASIA LIMITED | 78.590 |
| 155 | PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 2.424 |
| 156 | RAMI PARTNERS, LLC | 49.200 |
| 157 | REALDANIA | 299.200 |
| 158 | SCHRODER GLOBAL HEALTHCARE FUND | 81.765 |
| 159 | SCOTIA PRIVATE INT SMALL MID CAP VALUE | 32.452 |
| 160 | SEI LUPUS ALPHA PAN EUROPEAN | 7.053 |
| 161 | SHELL PENSIONS TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENS.FD | 220.361 |
| 162 | SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 10.556 |
| 163 | SHELL TRUST (BERMUDA) LTD AS TR. OF THE SHELL OVERSEAS C.P. FD | 83.163 |
| 164 | SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST | 6.300 |
| 165 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 276.284 |
| 166 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 76.839 |
| 167 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 49.695 |
| 168 | SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 33.451 |
| 169 | SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY | 232 |
| 170 | STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 1.952 |
| 171 | STATE OF MONTANA BOARD OF INVESTMENTS | 23.177 |
| 172 | STATE OF WISCONSIN INVESTMENT BOARD | 330.000 |
| 173 | STG PFDS V.D. GRAFISCHE | 20.084 |
| 174 | STICHT BEDRIJ MEDIA PNO | 69.906 |
| 175 | STICHTING PENSIOENFONDS APF | 2.022 |
| 176 | STICHTING PENSIOENFONDS MEDISCH SPECIALI | 305.942 |
| 177 | STICHTING PENSIOENFONDS VOOR HUISARTSEN | 7.526 |
| 178 | STICHTING SHELL PENSIOENFONDS | 510.762 |
| 179 | TAX-MANAGED SMALL CAP VALUE PORTFOLIO | 10.093 |
| 180 | TEACHER RETIREMENT SYSTEM OF TEXAS | 6.757 |
| 181 | TEACHER RETIREMENT SYSTEM OF TEXAS | 253 |
|---|---|---|
| 182 | TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 272.000 |
| 183 | TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 242.613 |
| 184 | THE BOEING COMPANY EMPLOYEE RETIREMENT P | 99.100 |
| 185 | THE CURATORS OF THE UNIVERSITY OF MISSOURI | 18.336 |
| 186 | THE CURATORS OF THE UNIVERSITY OF MISSOURI | 9.638 |
| 187 | THE OAKMARK INTERNATIONAL SMALL CAP FUND | 1. 328.132 |
| 188 | THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 642 |
| 189 | THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 115 |
| 190 | THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 8 |
| 191 | THE STATE OF CONNECTICUT ACTING THROUGH ITS TREASURER | 13.299 |
| 192 | THE UNIVERSITY OF ARKANSAS FOUNDATION, INC | 99.300 |
| 193 | THE WALTON FAMILY FOUNDATION | 150.600 |
| 194 | TIMESQUARE FOCUS FUND LP | 14.900 |
| 195 | UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| 196 | UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| 197 | UAW RETIREE MEDICAL BENEFITS TRUST | 3.831 |
| 198 | UBS (IRL) INVESTOR SELECTION PLC 1 | 65.680 |
| 199 | UBS (US) GROUP TRUST | 3.129 |
| 200 | UBS ETF | 7.680 |
| 201 | UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII | 16.346 |
| 202 | VICTORY CAPITAL INTERNATIONAL COLLECTIVE INVESTMENT TRUST | 98.201 |
| 203 | VICTORY TRIVALENT INTERNATIONAL SMALL-CAP FUND | 651.104 |
| 204 | VOYA MM INTL SM CAP FND VICTORY | 37.138 |
| 205 206 |
VOYA MUTLI MANAGER INTERNATIONAL FACTORS FUND WASHINGTON STATE INVESTMENT BOARD |
15.623 1.788 |
| 207 | WASHINGTON STATE INVESTMENT BOARD | 1.155 |
| 208 | WELLS FARGO BK DECL OF TR EST INV FUNDS FOR EMPLOYEE BEN TR | 7.881 |
| 209 | WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND | 95.675 |
| 210 | WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 5.062 |
| 211 | WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 193 |
| 212 | WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 75 |
| 213 | ABERDEEN EUROPEAN EQUITY FUND | 492.500 |
| 214 | ABERDEEN EUROPEAN SMALLER COMPANIES FD | 290.200 |
| 215 | ABERDEEN GLOBAL FUNDS | 267.500 |
| 216 | ABERDEEN GLOBAL FUNDS | 209.000 |
| 217 | ABERDEEN SWISS FUNDS EUROPEAN OPPORTUNITIES EQUITY FD | 63.700 |
| 218 | AMBER SOUTHERN EUROPEAN EQUITY LIMITED | 174.380 |
| 219 | AST TRP DIVERS REAL GWTH PORT PDMO | 804 |
| 220 | AST TRP GWTH OPP PORT BAL PDRB | 20.469 |
| 221 | BGI MSCI EAFE SMALL CAP EQUITY INDEX FUND B | 30.563 |
| 222 | BLACKROCK AM SCH AG OBO BIFS WORLD EX SW SMALL CAP EQ INDEX F | 3.734 |
| 223 | BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR | 298.019 |
| 224 | BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR | 82.687 |
| 225 | BLACKROCK INST TRUST CO NA INV FUNDSFOR EMPLOYEE BENEFIT TR | 38.038 |
| 226 | BLACKROCK MSCI WORLD SMALL CAP EQ ESG SCREENED INDEX FUND B | 1.363 |
| 227 | BNYMTD CF MITON CAUT MULTI ASSET FD | 190.000 |
| 228 | BNYMTD CF MITON DEF MULTI ASSET FD | 19.100 |
| 229 | BNYMTD CF MITON EUROPEAN OPPS FUND | 324.899 |
| 230 | BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMERICA | 20.257 |
| 231 | BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMERICA | 5.673 |
| 232 | CAISSE DES DEPOTS ET CONSIGNATIONS | 19.969 |
| 233 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 175.515 |
| 234 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 17.510 |
| 235 | CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM | 16.580 |
| 236 | CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 44.530 |
| 237 | CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 19.665 |
| 238 | CAPITA TRUST CO (JE) LTD ACO LLOYDS TSB OFFSHORE FUNDS LTD | 33.300 |
| 239 | CDC ENTREPRISE VALEURS MOYENNES | 679.000 |
| 240 | CITI RETIREMENT SAVINGS PLAN | 70.579 |
| 241 | CNP DNCA VALUE EUROPE | 327.122 |
|---|---|---|
| 242 | COLLEGE RETIREMENT EQUITIES FUND | 271.382 |
| 243 | CONNECTICUT GENERAL LIFE INSURANCE COMPANY | 738 |
| 244 | DNCA INVEST | 1. 348.588 |
| 245 | DNCA INVEST | 490.000 |
| 246 | DUPONT AND RELATED COMP DEFINED CONTRIBUTION PLAN MASTER TR | 34.782 |
| 247 | FIDELITY ADV SER VIII FIDELITY ADV GLB CAPITAL APPRECIATION F | 30.400 |
| 248 | FIDELITY ADVISOR SERIES VII : FIDELI | 660.000 |
| 249 | FIDELITY CENT. INV. PORTF.LLC: FIDELITY HEALTH CARE CENTRAL FD | 500.000 |
| 250 | FIDELITY COMMONWEALTH TRUST FID MID-CAP STOCK FD | 2.524.582 |
| 251 | FIDELITY FUNDS SICAV | 465.940 |
| 252 | FIDELITY GROUP TRUST FOR EMPLOYEE BENEFI | 132.500 |
| 253 | FIDELITY MOUNT VERNON STREET NEW MILLENN | 1.041.550 |
| 254 | FIDELITY SELECT PORTF HEALTH CARE LEAD | 1.600.000 |
| 255 | FIDELITY U.S. ALL CAP FUND | 235.700 |
| 256 | FIDELITY U.S. MULTI-CAP INVESTMENT TRUST | 116.500 |
| 257 | FLORIDA RETIREMENT SYSTEM | 239.890 |
| 258 | FP TELLSONS ENDEAVOUR FUND | 13.200 |
| 259 | HARBOR INTERNATIONAL SMALL CAP FUND | 17.671 |
| 260 | ILLINOIS STATE BOARD OF INVESTMENT | 17.689 |
| 261 | INDIANA PUBLIC RETIREMENT SYSTEM | 8.132 |
| 262 | ISHARES CORE MSCI EAFE ETF | 153.784 |
| 263 | ISHARES CORE MSCI EAFE IMI INDEX ETF | 4.328 |
| 264 | ISHARES MSCI EAFE SMALL CAP ETF | 219.358 |
| 265 | ISHARES MSCI EUROPE IMI INDEX ETF | 1.723 |
| 266 | ISHARES MSCI EUROPE SMALL-CAP ETF | 7.268 |
| 267 | ISHARES VII PLC | 88.505 |
| 268 | JAPAN TRUSTEE SERVICES BANK LTD AS TRUST | 2.569 |
| 269 | JPM EUROPE SMALLER COMPANIES FUND | 372.031 |
| 270 | JPMORGAN EUROPEAN SMALLER COMPANIES TST | 1.258.805 |
| 271 | JPMORGAN FUNDS EUROPEAN BANK AND BUSINESS CENTRE | 648.646 |
| 272 | JPMORGAN FUNDS EUROPEAN BANK AND BUSINESS CENTRE | 340.878 |
| 273 | JPMORGAN INTERNATIONAL DISCOVERY FUND | 4.422 |
| 274 | JTSB LTD. AS TRUSTEE FOR SUMITOMO | 11.920 |
| 275 | LAUDUS INTERNATIONAL MARKETMASTERS FUND | 350.290 |
| 276 | LONDON BOROUGH OF MERTON SUPERANNUATION SCHEME | 39.500 |
| 277 | MANDARINE FUNDS | 1. 168.665 |
| 278 | MI MITON CAUTIOUS MONTHLY INCOME FUND | 120.000 |
| 279 | MTBJ DAIDO LIFE FOREIGN EQUITY MOTHER FD | 3.971 |
| 280 | NEW MEXICO STATE INVESTMENT COUNCIL | 4.505 |
| 281 | ONEPATH GLOBAL SHARES - SMALL CAP INDEX | 4.935 |
| 282 | OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM | 8.990 |
| 283 | PARAMETRIC INTERNATIONAL EQUITY FUND | 11.875 |
| 284 | PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF COLORADO | 17.883 |
| 285 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 21.524 |
| 286 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 7.664 |
| 287 | PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO | 6.539 |
| 288 | PUTNAM INV FUNDS - PUTNAM INT CAPITAL OPPORTUNITIES FUND | 428.553 |
| 289 | QANTAS SUPERANNUATION PLAN | 6.037 |
| 290 | REASSURE LIMITED | 242.400 |
| 291 | SANLAM GLOBAL FUNDS PLC | 825 |
| 292 | SCHWAB INTERNATIONAL SMALL-CAP EQUITY ETF | 52.849 |
| 293 | SCOTTISH WIDOWS OVERSEAS GROWTH INV F ICVC-EUROP SEL GROW F | 46.235 |
| 294 | STICHTING PHILIPS PENSIOENFONDS | 7.743 |
| 295 | STRATHCLYDE PENSION FUND | 311.044 |
| 296 | T ROWE INTL SMALL CAP EQUITY TRUST | 297.732 |
| 297 | T ROWE PRICE GLOBAL ALLOCATION FUND INC | 4.707 |
| 298 | T. ROWE PRICE FUNDS SICAV | 91.047 |
| 299 | T. ROWE PRICE INTERNATIONAL DISCOVERY FU | 2. 635.670 |
| 300 | TAX - MANAGED INTERNATIONAL EQUITY PORTFOLIO | 6.312 |
FRANCESCO RIMBOTTI
| 8 | RIMBOTTI | FRANCESCO | 230 |
|---|---|---|---|
| 12 | RIMBOTTI | FRANCESCO | 70 |
| 300 | |||
| MATTEO BISCAGLIA | |||
| 4 | TAMBURI INVESTMENT PARTNERS | 6.595.245 | |
| 5 | TAMBURI INVESTMENT PARTNERS | 2.942.791 | |
| 9.538.036 |
Item 1 – Approval of the Financial Statements as at 31.12.2016
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Votazione n. 1 Bilancio al 31 dicembre 2016
Totale azioni con diritto di voto 179.315.136
pari al 79,243 % del capitale sociale
Totale (inclusa maggiorazione) 290.684.732
| n. Voti espressi (*) | % dei Voti Totali (*) | |
|---|---|---|
| Favorevoli | 290.684.732 | 100,00% |
| Contrari | - | 0,00% |
| Astenuti | - | 0,00% |
| Non voto | - | |
| 290.684.732 | 100,00% |
(*) incluso voto maggiorato
Item 1 – Allocation of the earnings for the year
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Votazione n. 2 Destinazione dell'utile di esercizio
Totale azioni con diritto di voto 179.315.136 pari al 79,243 % del capitale sociale
Totale (inclusa maggiorazione) 290.684.732
| 290.684.732 | |
|---|---|
| -- | ------------- |
| n. Voti espressi (*) | % dei Voti Totali (*) | |
|---|---|---|
| Favorevoli | 290.684.432 | 100,00% |
| Contrari | 300 | 0,00% |
| Astenuti | - | 0,00% |
| Non voto | - | |
| 290.684.732 | 100,00% |
(*) incluso voto maggiorato
Dettaglio votazione
| CONTRARI | Totale | 300 |
|---|---|---|
| RIMBOTTI FRANCESCO | 300 |
Item 2 – Directors' remuneration for FY 2017
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Votazione n. 3 Compensi degli Amministratori per l'esercizio 2017
Totale azioni con diritto di voto 179.315.136 pari al 79,243 % del capitale sociale
Totale (inclusa maggiorazione) 290.684.732
| n. Voti espressi (*) | % dei Voti Totali (*) | |
|---|---|---|
| Favorevoli | 290.684.732 | 100,00% |
| Contrari | - | 0,00% |
| Astenuti | - | 0,00% |
| Non voto | - | |
| 290.684.732 | 100,00% |
(*) incluso voto maggiorato
Item 3 – Remuneration Statement
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Votazione n. 4 Relazione sulla remunerazione ex art. 123-ter del TUF
Totale azioni con diritto di voto 179.315.136 pari al 79,243 % del capitale sociale
Totale (inclusa maggiorazione) 290.684.732
| n. Voti espressi (*) | % dei Voti Totali (*) | |
|---|---|---|
| Favorevoli | 260.118.580 | 89,48% |
| Contrari | 30.159.905 | 10,38% |
| Astenuti | 406.247 | 0,14% |
| Non voto | - | |
| 290.684.732 | 100,00% |
(*) incluso voto maggiorato
| Dettaglio votazione | ||
|---|---|---|
| CONTRARI | Totale | 30.159.905 |
| MARIKA DI BENEDETTO | ||
| 56053 IP GLOBAL EQUITIES I | 7.278 | |
| ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 16.387 | |
| ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 3.567 | |
| ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 10.633 | |
| ACTIVE INTERNATIONAL SMALL CAP LENDING COMMON TRUST FUND | 16.220 | |
| AGI LAD SMAL CAP E 8445 03 6381 SPK | 2.254.077 | |
| ALASKA PERMANENT FUND CORPORATION | 13.402 | |
| ALLEGHENY COLLEGE | 13.500 | |
| ALLIANZ GI FONDS QUONIAM SMC | 79.702 | |
| ALLIANZ GLOBAL INVESTORS GMBH FOR ALLIANZGI-FONDS HPT | 195.206 | |
| ALLIANZ OPERA | 92.132 | |
| ALLIANZGI-FONDS DSPT | 71.174 | |
| AMERICAN CENTURY RETIREMENT DATE TRUST | 42.022 | |
| AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. - GLO SMALL CAP FD | 4.335 | |
| AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. INTL OPPORTUNITIES | 125.530 | |
| AMG FUND PLC | 4.990 | |
| AMG TIMESSQUARE INTL SM CAP | 337.100 |
| AQR ABSOLUTE RETURN MASTER ACCOUNT LP. | 8.713 |
|---|---|
| AQR GLOBAL STOCK SELEC.MASTER ACC.L.P CO AQR CAP.MANAG.LLC | 1.343 |
| ARROWSTREET MULTI-STRATEGY UMBRELLA PLC | 115.609 |
| ASIAN DEVELOPMENT BANK | 11.266 |
| ATFF AMERICAN CENTURY | 42.934 |
| AXA WORLD FUNDS | 600.000 |
| AXIOM GLOBAL MICRO-CAP EQUITY FUND | 24.146 |
| AXIOM INTERN.SMALL CAP EQUITY TRUST | 7.312 |
| AXIOM INT'L MICRO CAP FUND LP | 69.284 |
| AXIOM INVESTORS TRUST II | 20.902 |
| BARING INTERNATIONAL SMALL CAP EQUITY FUND | 57.574 |
| BMO GLOBAL LONG/SHORT EQUITY FUND | 5.248 |
| BMO GLOBAL LOW VOLATILITY EQUITY FUND | 19.269 |
| BMO INVESTMENTS (IRELAND) PLC | 706 |
| BNP PARIBAS ACTIONS PME | 414.620 |
| BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.344 |
| BNYMTCIL MK DIVGRTFD | 400 |
| BUREAU OF LABOR FUNDS - LABOR RETIREMENT | 1.626 |
| BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 4.922 |
| BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 2.188 |
| CALVERT WORLD VALUES F INC - CALVERT INT OPPORTUNITIES FUND | 142.876 |
| CARPILIG R2 | 20.000 |
| CBZ CUIT INTERNATIONAL PRINCIPAL | 105.053 |
| CF DV ACWI EX-U.S. IMI FUND | 1 |
| CH0526 - UBS (CH) INSTITUTIONAL FD - EQUIT. GLOBAL SMALL CAP PASSIVE II | 3.375 |
| CIBC EUROPEAN EQUITY FUND | 209.984 |
| CIBC GLOBAL EQUITY FUND | 17.630 |
| CIBC INTERNATIONAL SMALL COMPANIES FUND | 3.274 |
| CITY OF NEW YORK GROUP TRUST | 20.483 |
| CITY OF NEW YORK GROUP TRUST | 17.792 |
| CITY OF NEW YORK GROUP TRUST | 6.040 |
| CLRF HARRIS ASSOCIATES | 34.700 |
| CNP ASSUR SMALL CAP | 162.000 |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 8.434 |
| CPZ COP SERS HARRIS ASSOCIATES | 288.803 |
| CROISSANCE PME M | 372.623 |
| DOMINION RESOURCES INC. MASTER TRUST | 83.745 |
| DOMINION RESOURCES INC. MASTER TRUST | 75.251 |
| EATON VANCE GLOBAL SMALL-CAP FUND | 8.715 |
| EATON VANCE INTERNATIONAL SMALL-CAP FUND | 5.001 |
| EATON VANCE MGMT INTL SMALL CAP | 898 |
|---|---|
| EL FINANCIAL CORPORATION LIMITED | 8.900 |
| ERIE COUMMINTY FOUNDATION | 15.300 |
| FAIRFAX COUNTY EMPLOYEES RETIREMENT SYSTEM | 39.187 |
| FAMILY VALUES | 55.000 |
| FCP CARPIMKO ACTIONS LO | 180.000 |
| FCP NATIXIS ACTIONS SMALL MID CAP EURO | 183.000 |
| FCP NATIXIS ACTIONS SMALL MID CAP EURO | 18.193 |
| FCP SCANDIUM | 46.000 |
| FCP SYCOMORE EUROPEAN GROWTH | 220.000 |
| FCP SYNERGY SMALLER CIES | 715.000 |
| FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 7.260 |
| FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST | 32 |
| GEORGE LUCAS FAMILY FOUNDATION | 24.400 |
| GLOBAL LOW VOLATILITY EQUITY FUND, LLC | 7.275 |
| GMAM INVESTMENT FUNDS TRUST | 128.541 |
| GMO FOREIGN SMALL COMPANIES FUND | 1.024.733 |
| GMO FUNDS PLC | 1.680 |
| GMO FUNDS PLC | 1.072 |
| GMO IMPLEMENTATION FUND | 15.205 |
| GMO INTERNATIONAL EQUITY FUND | 324.423 |
| GMO INTERNATIONAL SMALL COMPANIES FUND | 159.836 |
| GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 15.036 |
| GOPHER MCKINLEY GLOBAL QUANT.EQUITY FD C/O MAPLES CORP.SERV.LTD | 1.579 |
| GWL GLOBAL INVESTMENTS, LLC | 27.600 |
| HRW TESTAMENTARY TRUST NO 2 | 68.100 |
| HRW TESTAMENTARY TRUST NO 3 | 68.100 |
| HRW TESTAMENTARY TRUST NO. 12 | 58.500 |
| HRW TESTAMENTARY TRUST NO. 8 | 68.100 |
| HSBC STAT | 32.600 |
| INTERNATIONAL LP I | 166 |
| INTERNATIONAL MONETARY FUND | 1.352 |
| INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 8.008 |
| JOHN S AND JAMES L KNIGHT FOUNDATION | 128.300 |
| KAPITALFORENINGEN ISTITUTIONEL INVESTOR EUROPAELSKE AKTIER | 866.692 |
| KP INTERNATIONAL EQUITY FUND | 5.212 |
| LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| LMCG GLOBAL MARKET NEUTRAL FUND | 37.361 |
| LMIF LMGAMI EURO SMLL CP | 176.936 |
| LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 7.329 |
|---|---|
| LOY PARTNERSHIP, LLC | 51.600 |
| LTW INVESTMENTS LLC | 90.900 |
| MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 34.538 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.662 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 11.940 |
| METZLER INVESTMENT GMBH FOR MI-FONDS 415 | 81.200 |
| MINISTERS AND MISSIONARIES BENEFIT BOARD OF AMERICAN BAPTIST CHURCH | 17.447 |
| MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F | 22.676 |
| NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C | 7.717 |
| NATIONAL PROVIDENT FUND AS TRUSTEE OF TH | 29.098 |
| NATIONAL WESTMINSTER BANK PLC PLC AS TR OF BARING EUR SEL TR | 1.501.795 |
| NATIXIS INTERNT FUNDS LUX I | 92.000 |
| NEW YORK STATE NURSES ASSOCIATION PENSION PLAN | 85.647 |
| NEW ZEALAND SUPERANNUATION FUND | 7.137 |
| NEW ZEALAND SUPERANNUATION FUND | 5.641 |
| NM PERA PRINCIPAL INTL SMALL | 60.182 |
| NUMERIC SOCIALLY AWARE MULTI -STRATEGY FD LTD. C/O NUM. INV.LLC | 250 |
| ONTARIO POWER GENERATION INC . | 11.930 |
| ONTARIO POWER GENERATION INC . | 10.727 |
| OPPENHEIMER GLOBAL OPPORUNITIES FUND | 2.000.000 |
| PEERLESS INSURANCE COMPANY | 112.128 |
| PENSION RESERVES INVESTMENT TRUST FUND | 314.059 |
| PENSION RESERVES INVESTMENT TRUST FUND | 44.917 |
| PENSION RESERVES INVESTMENT TRUST FUND | 4.513 |
| PFI INTERNATIONAL SMALL CO FD PGI | 383.656 |
| PGIF GLOBAL SMALL CAP EQ BNYMTCIL | 7.506 |
| PIONEER FUNDS - ITALIAN EQUITY | 79.489 |
| PIONEER FUNDS-EUROPEAN POTENT. | 2.011.253 |
| PIONEER INVESTMENT MANAGEMENT SGRPA / AZIONARIO CRESCITA | 281.967 |
| PRINCIPAL GLOBAL INVESTORS COLLECTIVE INVESTMENT TRUST | 8.933 |
| PRINCIPAL LIFE INSURANCE COMPANY | 624.645 |
| PRINCIPAL TRUST COMPANY (ASIA LIMITED | 78.590 |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 2.424 |
| RAMI PARTNERS, LLC | 49.200 |
| REALDANIA | 299.200 |
| SCHRODER GLOBAL HEALTHCARE FUND | 81.765 |
| SCOTIA PRIVATE INT SMALL MID CAP VALUE | 32.452 |
| SEI LUPUS ALPHA PAN EUROPEAN | 7.053 |
| SHELL PENSIONS TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENS.FD | 220.361 |
|---|---|
| SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 10.556 |
| SHELL TRUST (BERMUDA) LTD AS TR. OF THE SHELL OVERSEAS C.P. FD | 83.163 |
| SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST | 6.300 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 276.284 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 76.839 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 49.695 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 33.451 |
| SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY | 232 |
| STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 1.952 |
| STATE OF MONTANA BOARD OF INVESTMENTS | 23.177 |
| STATE OF WISCONSIN INVESTMENT BOARD | 330.000 |
| STG PFDS V.D. GRAFISCHE | 20.084 |
| STICHT BEDRIJ MEDIA PNO | 69.906 |
| STICHTING PENSIOENFONDS APF | 2.022 |
| STICHTING PENSIOENFONDS MEDISCH SPECIALI | 305.942 |
| STICHTING PENSIOENFONDS VOOR HUISARTSEN | 7.526 |
| STICHTING SHELL PENSIOENFONDS | 510.762 |
| TAX-MANAGED SMALL CAP VALUE PORTFOLIO | 10.093 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 6.757 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 253 |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 272.000 |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 242.613 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT P | 99.100 |
| THE CURATORS OF THE UNIVERSITY OF MISSOURI | 18.336 |
| THE CURATORS OF THE UNIVERSITY OF MISSOURI | 9.638 |
| THE OAKMARK INTERNATIONAL SMALL CAP FUND | 1.328.132 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 642 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 115 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 8 |
| THE STATE OF CONNECTICUT ACTING THROUGH ITS TREASURER | 13.299 |
| THE UNIVERSITY OF ARKANSAS FOUNDATION, INC | 99.300 |
| THE WALTON FAMILY FOUNDATION | 150.600 |
| TIMESQUARE FOCUS FUND LP | 14.900 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 3.831 |
| UBS (IRL) INVESTOR SELECTION PLC 1 | 65.680 |
| UBS (US) GROUP TRUST | 3.129 |
| UBS ETF | 7.680 |
| Dettaglio votazione | ||
|---|---|---|
| ASTENUTI | Totale | 406.247 |
| MARIKA DI BENEDETTO | ||
| FCP LBPAM KAMES GLOBAL EQUITY | 40.104 | |
| KAMES CAPITAL INVESTMENT COMPANY | 22.596 | |
| KAMES CAPITAL PLC GLOBAL EQUITY | 174.700 | |
| KAMES INFLATION LINKED FUNDS | 139.059 | |
| SCOTTISH EQUITABLE PLC | 29.788 |
Item 4 – Approval of a plan for the purchase and disposal of treasury shares
AMPLIFON S.p.A. Assemblea Ordinaria degli Azionisti - 20 Aprile 2017
Votazione n. 5 Approvazione Piano di acquisto e disposizione di azioni proprie
Totale azioni con diritto di voto 179.315.136 pari al 79,243 % del capitale sociale
Totale (inclusa maggiorazione) 290.684.732
| n. Voti espressi (*) | % dei Voti Totali (*) | |
|---|---|---|
| Favorevoli | 264.131.474 | 90,87% |
| Contrari | 25.815.478 | 8,88% |
| Astenuti | 737.780 | 0,25% |
| Non voto | - | |
| 290.684.732 | 100,00% |
(*) incluso voto maggiorato
Dettaglio votazione
CONTRARI Totale 25.815.478
MARIKA DI BENEDETTO
| 56053 IP GLOBAL EQUITIES I | 7.278 |
|---|---|
| ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 16.387 |
| ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND | 3.567 |
| ACADIAN GLOBAL MANAGED VOLATILITY EQUITY FUND LLC | 10.633 |
| ACTIVE INTERNATIONAL SMALL CAP LENDING COMMON TRUST FUND | 16.220 |
| AGI LAD SMAL CAP E 8445 03 6381 SPK | 2.254.077 |
| ALASKA PERMANENT FUND CORPORATION | 13.402 |
| ALLEGHENY COLLEGE | 13.500 |
| ALLIANZ GI FONDS QUONIAM SMC | 79.702 |
| ALLIANZ GLOBAL INVESTORS GMBH FOR ALLIANZGI-FONDS HPT | 195.206 |
| ALLIANZ OPERA | 92.132 |
| ALLIANZGI-FONDS DSPT | 71.174 |
| AMERICAN CENTURY RETIREMENT DATE TRUST | 42.022 |
| AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. - GLO SMALL CAP FD | 4.335 |
| AMERICAN CENTURY WORLD MUTUAL FUNDS, INC. INTL OPPORTUNITIES | 125.530 |
| AMG FUND PLC | 4.990 |
| AMG TIMESSQUARE INTL SM CAP | 337.100 |
| AQR ABSOLUTE RETURN MASTER ACCOUNT LP. | 8.713 |
| AQR GLOBAL STOCK SELEC.MASTER ACC.L.P CO AQR CAP.MANAG.LLC | 1.343 |
| ARROWSTREET MULTI-STRATEGY UMBRELLA PLC | 115.609 |
| ASIAN DEVELOPMENT BANK | 11.266 |
| ATFF AMERICAN CENTURY | 42.934 |
| AXA WORLD FUNDS | 600.000 |
|---|---|
| AXIOM GLOBAL MICRO-CAP EQUITY FUND | 24.146 |
| AXIOM INTERN.SMALL CAP EQUITY TRUST | 7.312 |
| AXIOM INT'L MICRO CAP FUND LP | 69.284 |
| AXIOM INVESTORS TRUST II | 20.902 |
| BARING INTERNATIONAL SMALL CAP EQUITY FUND | 57.574 |
| BMO GLOBAL LONG/SHORT EQUITY FUND | 5.248 |
| BMO GLOBAL LOW VOLATILITY EQUITY FUND | 19.269 |
| BMO INVESTMENTS (IRELAND) PLC | 706 |
| BNP PARIBAS ACTIONS PME | 414.620 |
| BNY MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN | 3.344 |
| BNYMTCIL MK DIVGRTFD | 400 |
| BUREAU OF LABOR FUNDS - LABOR RETIREMENT | 1.626 |
| BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 4.922 |
| BUREAU OF LABOR FUNDS-LABOR INSURANCE FUND | 2.188 |
| CALVERT WORLD VALUES F INC - CALVERT INT OPPORTUNITIES FUND | 142.876 |
| CARPILIG R2 | 20.000 |
| CBZ CUIT INTERNATIONAL PRINCIPAL | 105.053 |
| CF DV ACWI EX-U.S. IMI FUND | 1 |
| CH0526 - UBS (CH) INSTITUTIONAL FD - EQUIT. GLOBAL SMALL CAP PASSIVE II | 3.375 |
| CIBC EUROPEAN EQUITY FUND | 209.984 |
| CIBC GLOBAL EQUITY FUND | 17.630 |
| CIBC INTERNATIONAL SMALL COMPANIES FUND | 3.274 |
| CITY OF NEW YORK GROUP TRUST | 20.483 |
| CITY OF NEW YORK GROUP TRUST | 17.792 |
| CITY OF NEW YORK GROUP TRUST | 6.040 |
| CLRF HARRIS ASSOCIATES | 34.700 |
| CNP ASSUR SMALL CAP | 162.000 |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 8.434 |
| CPZ COP SERS HARRIS ASSOCIATES | 288.803 |
| CROISSANCE PME M | 372.623 |
| DOMINION RESOURCES INC. MASTER TRUST | 83.745 |
| DOMINION RESOURCES INC. MASTER TRUST | 75.251 |
| EATON VANCE GLOBAL SMALL-CAP FUND | 8.715 |
| EATON VANCE INTERNATIONAL SMALL-CAP FUND | 5.001 |
| EATON VANCE MGMT INTL SMALL CAP | 898 |
| EL FINANCIAL CORPORATION LIMITED | 8.900 |
| ERIE COUMMINTY FOUNDATION | 15.300 |
| FAIRFAX COUNTY EMPLOYEES RETIREMENT SYSTEM | 39.187 |
| FAMILY VALUES | 55.000 |
| FCP CARPIMKO ACTIONS LO | 180.000 |
| FCP NATIXIS ACTIONS SMALL MID CAP EURO | 183.000 |
| FCP NATIXIS ACTIONS SMALL MID CAP EURO | 18.193 |
| FCP SCANDIUM | 46.000 |
| FCP SYCOMORE EUROPEAN GROWTH | 220.000 |
| FCP SYNERGY SMALLER CIES | 715.000 |
|---|---|
| FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 7.260 |
| FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST | 32 |
| GEORGE LUCAS FAMILY FOUNDATION | 24.400 |
| GLOBAL LOW VOLATILITY EQUITY FUND, LLC | 7.275 |
| GMAM INVESTMENT FUNDS TRUST | 128.541 |
| GMO FOREIGN SMALL COMPANIES FUND | 1.024.733 |
| GMO FUNDS PLC | 1.680 |
| GMO FUNDS PLC | 1.072 |
| GMO IMPLEMENTATION FUND | 15.205 |
| GMO INTERNATIONAL EQUITY FUND | 324.423 |
| GMO INTERNATIONAL SMALL COMPANIES FUND | 159.836 |
| GOLDMAN SACHS TRST II-GOLDMAN SACHS MULTI-MNGR GLOBAL EQT FUND | 15.036 |
| GOPHER MCKINLEY GLOBAL QUANT.EQUITY FD C/O MAPLES CORP.SERV.LTD | 1.579 |
| GWL GLOBAL INVESTMENTS, LLC | 27.600 |
| HRW TESTAMENTARY TRUST NO 2 | 68.100 |
| HRW TESTAMENTARY TRUST NO 3 | 68.100 |
| HRW TESTAMENTARY TRUST NO. 12 | 58.500 |
| HRW TESTAMENTARY TRUST NO. 8 | 68.100 |
| HSBC STAT | 32.600 |
| INTERNATIONAL LP I | 166 |
| INTERNATIONAL MONETARY FUND | 1.352 |
| INTERNATIONAL PAPER CO COMMINGLED INVESTMENT GROUP TRUST | 8.008 |
| JOHN S AND JAMES L KNIGHT FOUNDATION | 128.300 |
| KAPITALFORENINGEN ISTITUTIONEL INVESTOR EUROPAELSKE AKTIER | 866.692 |
| KP INTERNATIONAL EQUITY FUND | 5.212 |
| LEGAL AND GENERAL ASSURANCE PENSIONS MANAGEMENT LIMITED | 5.529 |
| LEGAL AND GENERAL COLLECTIVE INVESTMENT TRUST | 2.030 |
| LMCG GLOBAL MARKET NEUTRAL FUND | 37.361 |
| LMIF LMGAMI EURO SMLL CP | 176.936 |
| LONDON BOROUGH OF TOWER HAMLETS PENSION FUND | 7.329 |
| LOY PARTNERSHIP, LLC | 51.600 |
| LTW INVESTMENTS LLC | 90.900 |
| MARSH AND MCLENNAN MASTER RETIREMENT TRUST | 34.538 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 4.278 |
| MARYLAND STATE RETIREMENT & PENSION SYSTEM | 2.662 |
| MASTER TR AGREE BETWEEN PFIZER INC AND THE NORTHERN TR CO | 11.940 |
| METZLER INVESTMENT GMBH FOR MI-FONDS 415 | 81.200 |
| MINISTERS AND MISSIONARIES BENEFIT BOARD OF AMERICAN BAPTIST CHURCH | 17.447 |
| MSCI EAFE SMALL CAP PROV INDEX SEC COMMON TR F | 22.676 |
| NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, P.R.C | 7.717 |
|---|---|
| NATIONAL PROVIDENT FUND AS TRUSTEE OF TH | 29.098 |
| NATIONAL WESTMINSTER BANK PLC PLC AS TR OF BARING EUR SEL TR | 1.501.795 |
| NATIXIS INTERNT FUNDS LUX I | 92.000 |
| NEW YORK STATE NURSES ASSOCIATION PENSION PLAN | 85.647 |
| NEW ZEALAND SUPERANNUATION FUND | 7.137 |
| NEW ZEALAND SUPERANNUATION FUND | 5.641 |
| NM PERA PRINCIPAL INTL SMALL | 60.182 |
| NUMERIC SOCIALLY AWARE MULTI -STRATEGY FD LTD. C/O NUM. INV.LLC | 250 |
| ONTARIO POWER GENERATION INC . | 11.930 |
| ONTARIO POWER GENERATION INC . | 10.727 |
| OPPENHEIMER GLOBAL OPPORUNITIES FUND | 2.000.000 |
| PEERLESS INSURANCE COMPANY | 112.128 |
| PENSION RESERVES INVESTMENT TRUST FUND | 314.059 |
| PENSION RESERVES INVESTMENT TRUST FUND | 44.917 |
| PENSION RESERVES INVESTMENT TRUST FUND | 4.513 |
| PFI INTERNATIONAL SMALL CO FD PGI | 383.656 |
| PGIF GLOBAL SMALL CAP EQ BNYMTCIL | 7.506 |
| PIONEER FUNDS - ITALIAN EQUITY | 79.489 |
| PIONEER FUNDS-EUROPEAN POTENT. | 2.011.253 |
| PIONEER INVESTMENT MANAGEMENT SGRPA / AZIONARIO CRESCITA | 281.967 |
| PRINCIPAL GLOBAL INVESTORS COLLECTIVE INVESTMENT TRUST | 8.933 |
| PRINCIPAL LIFE INSURANCE COMPANY | 624.645 |
| PRINCIPAL TRUST COMPANY (ASIA LIMITED | 78.590 |
| PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | 2.424 |
| RAMI PARTNERS, LLC | 49.200 |
| REALDANIA | 299.200 |
| SCHRODER GLOBAL HEALTHCARE FUND | 81.765 |
| SCOTIA PRIVATE INT SMALL MID CAP VALUE | 32.452 |
| SEI LUPUS ALPHA PAN EUROPEAN | 7.053 |
| SHELL PENSIONS TRUST LTD AS TRUSTEE OF SHELL CONTRIBUTORY PENS.FD | 220.361 |
| SHELL TRUST (BERMUDA) LIMITED AS TRUSTEE | 10.556 |
| SHELL TRUST (BERMUDA) LTD AS TR. OF THE SHELL OVERSEAS C.P. FD | 83.163 |
| SOUTH CAROLINA RETIREMENT SYSTEMS GROUP TRUST | 6.300 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 276.284 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 76.839 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 49.695 |
| SS BK AND TRUST COMPANY INV FUNDS FOR TAXEXEMPT RETIREMENT PL | 33.451 |
| SSGA SPDR ETFS EUROPE II PUBLIC LIMITED COMPANY | 232 |
| STATE OF ALASKA RETIREMENT AND BENEFITS PLANS | 1.952 |
| STATE OF MONTANA BOARD OF INVESTMENTS | 23.177 |
|---|---|
| STATE OF WISCONSIN INVESTMENT BOARD | 330.000 |
| STG PFDS V.D. GRAFISCHE | 20.084 |
| STICHT BEDRIJ MEDIA PNO | 69.906 |
| STICHTING PENSIOENFONDS APF | 2.022 |
| STICHTING PENSIOENFONDS MEDISCH SPECIALI | 305.942 |
| STICHTING PENSIOENFONDS VOOR HUISARTSEN | 7.526 |
| STICHTING SHELL PENSIOENFONDS | 510.762 |
| TAX-MANAGED SMALL CAP VALUE PORTFOLIO | 10.093 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 6.757 |
| TEACHER RETIREMENT SYSTEM OF TEXAS | 253 |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 272.000 |
| TENNESSEE CONSOLIDATED RETIREMENT SYSTEM | 242.613 |
| THE BOEING COMPANY EMPLOYEE RETIREMENT P | 99.100 |
| THE CURATORS OF THE UNIVERSITY OF MISSOURI | 18.336 |
| THE CURATORS OF THE UNIVERSITY OF MISSOURI | 9.638 |
| THE OAKMARK INTERNATIONAL SMALL CAP FUND | 1.328.132 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 642 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 115 |
| THE REGENTS OF THE UNIVERSITY OF CALIFORNIA | 8 |
| THE STATE OF CONNECTICUT ACTING THROUGH ITS TREASURER | 13.299 |
| THE UNIVERSITY OF ARKANSAS FOUNDATION, INC | 99.300 |
| THE WALTON FAMILY FOUNDATION | 150.600 |
| TIMESQUARE FOCUS FUND LP | 14.900 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 6.031 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 4.010 |
| UAW RETIREE MEDICAL BENEFITS TRUST | 3.831 |
| UBS (IRL) INVESTOR SELECTION PLC 1 | 65.680 |
| UBS (US) GROUP TRUST | 3.129 |
| UBS ETF | 7.680 |
| UBS FUND MGT (CH) AG CH0516/UBSCHIF2-EGSCPII | 16.346 |
| VICTORY CAPITAL INTERNATIONAL COLLECTIVE INVESTMENT TRUST | 98.201 |
| VICTORY TRIVALENT INTERNATIONAL SMALL-CAP FUND | 651.104 |
| VOYA MM INTL SM CAP FND VICTORY | 37.138 |
| VOYA MUTLI MANAGER INTERNATIONAL FACTORS FUND | 15.623 |
| WASHINGTON STATE INVESTMENT BOARD | 1.788 |
| WASHINGTON STATE INVESTMENT BOARD | 1.155 |
| WELLS FARGO BK DECL OF TR EST INV FUNDS FOR EMPLOYEE BEN TR | 7.881 |
| WISDOMTREE EUROPE SMALLCAP DIVIDEND FUND | 95.675 |
| WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 5.062 |
| WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 193 |
| WISDOMTREE ISSUER PUBLIC LIMITED COMPANY | 75 |
| CHEVRON MASTER PENSION TRUST | 6.038 |
|---|---|
| CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN | 15.446 |
| FCP CIC EURO OPPORTUNITES | 510.000 |
| FCP CM-CIC SILVER ECONOMIE | 56.461 |
| FLEXSHARES MORNINGSTAR DEVELOPED MARKETS | 3.837 |
| FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST | 2.515 |
| MM SELECT EQUITY ASSET FUND | 1.547 |
| MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO | 6.287 |
| NEW ZEALAND SUPERANNUATION FUND | 1.818 |
| NORTHERN FUNDS MULTI-MANAGER INTERNATIONAL EQUITY FUND | 225.328 |
| NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 56.014 |
| NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 9.799 |
| NORTHERN TRUST GLOBAL INVESTMENTS COLLECTIVE FUNDS TRUST | 421 |
| NTGI-QM COMMON DAILY ALL COUNWD EX-US INV MKT INDEX F NONLEND | 2.528 |
| PHC NT SMALL CAP | 5.362 |
| TEXAS SCOTTISH RITE HOSPITAL FOR CRIPPLED CHILDREN | 4.333 |
| WHEELS COMMON INVESTMENT FUND | 1.083 |
Dettaglio votazione
| ASTENUTI | Totale | 737.780 |
|---|---|---|
| MARIKA DI BENEDETTO | ||
| EURIZON CAPITAL SGR SPA - EURIZON AZIONI PMI ITALIA | 517.471 | |
| EURIZON CAPITAL SGR SPA - EURIZON AZIONI PMI ITALIA | 108.142 | |
| EURIZON CAPITAL SGR SPA - EURIZON PROGETTO ITALIA 20 | 64.054 | |
| EURIZON CAPITAL SGR SPA - EURIZON PROGETTO ITALIA 20 | 31.273 | |
| EURIZON CAPITAL SGR SPA - EURIZON PROGETTO ITALIA 40 | 16.540 | |
| RIMBOTTI FRANCESCO | 300 |