AGM Information • Mar 14, 2024
AGM Information
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| Informazione Regolamentata n. 1938-8-2024 |
Data/Ora Inizio Diffusione 14 Marzo 2024 17:00:14 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | AQUAFIL | |
| Identificativo Informazione Regolamentata |
: | 187369 | |
| Utenza - Referente | : | AQUAFILNSS02 - Tonelli | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 14 Marzo 2024 17:00:14 | |
| Data/Ora Inizio Diffusione | : | 14 Marzo 2024 17:00:14 | |
| Oggetto | : | Notice of calling of the Ordinary Shareholders' Meeting |
|
| Testo del comunicato |
Vedi allegato
pursuant to Article 9 of the Bylaws and Article 125-bis of Legislative Decree No. 58 of February 24, 1998
The Shareholders of Aquafil S.p.A. ("Aquafil" or the "Company") are called to the Extraordinary and Ordinary Shareholders' Meeting to be held in single call on April 23, 2024 at 15:30, at Palazzo Mezzanotte ˗ Piazza degli Affari 6, in Milan, in order to discuss and resolve upon the following:
The Company's subscribed and paid-in share capital amounted to €49,722,417.28 and is divided into 51,218,794 shares, of which 42,902,774 ordinary shares and 8,316,020 special B shares, all of which bear no face value. Each special B share confers the right to three votes in the Company's ordinary and extraordinary Shareholders' Meetings. The Company holds 1,278,450 treasury shares, equal to 2.4961% of share capital.
All voteholders are entitled to attend the General Shareholders' Meeting.
Pursuant to Article 83-sexies of Legislative Decree No. 58 of February 24, 1998 (TUF) and Article 10 of the Bylaws, the legitimate attendance and exercise of vote is granted to all persons whose notice — certifying entitlement to vote based on the accounting records at the end of the seventh trading day preceding the scheduled date of the General Shareholders' Meeting, hence April 12, 2024 (Record Date) — was duly served to the
AQUAFIL S.p.A. Italy – 38062 Arco (TN) – Via Linfano 9 – tel. +39 0464 581 111r.a. – fax +39 0464 532 267 PEC: [email protected] Cap.Soc. Euro 50.522.417,28 di cui sottoscritto e versato Euro 49.722.417,28 C.F. IT 09652170961 – V.A.T. IT 09652170961 – REA TN 228169 www.aquafil.com
Company by an authorized intermediary. The persons and parties, whose ownership of Company's shares is confirmed after the Record Date, shall not be entitled to attend or vote at the General Shareholders' Meeting.
The aforesaid notice from the intermediary must reach the Company by the end of the third trading day preceding the scheduled date of the General Shareholders' Meeting (i.e., no later than April 18, 2024), without prejudice to entitlement to attend and/or exercise voting rights in the event the said notice reaches the Company after the said deadline but before commencement of the proceedings of the General Shareholders' Meeting.
It is not possible to attend the General Shareholders' Meeting using telecommunications systems, nor to cast votes by conventional mail or electronic mail.
Voteholders may elect to be represented at the General Shareholders' Meeting pursuant to Article 10 of the Bylaws and other applicable provisions of laws and regulations, using for such purpose the proxy form available from the Company's website www.aquafil.com. The proxy form may be served by sending it by registered mail with return receipt to the Company's registered office at Via Linfano 9, Arco (Trento), Italy, or alternatively, via electronic channels, by sending it to the certified e-mail address [email protected].
Should the representative deliver or transmit to the Company a copy of the proxy, also in electronic format, the former is required, under his or her responsibility, to confirm the compliance of the proxy form to the original and the identity of the proxy granter.
Pursuant to Article 135-undecies of TUF, the Company has appointed Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari 6 ("Monte Titoli" or the "Designated Representative"), at as the designated representative to which written proxies, with voting instructions, on all or some of the proposals on the Agenda of the General Shareholders' Meeting may be granted, at no cost to the proxy granter.
Proxies must be granted by signing, by hand or using a qualified electronic or ature, in accordance with applicable Italian legislation, the specific form available from the Company's website www.aquafil.com or the Company's registered office and must be delivered, in the original, by the end of the second trading day before the scheduled date of the General Shareholders' Meeting (i.e., by April19, 2024), along with a copy of a valid identity document identifying the proxy granter or, if the proxy granter is a legal entity, its legal representative pro tempore or other person with appropriate powers, along with documentation appropriate to attesting to their position and powers, to Monte Titoli: i) for proxies with hand-written signatures, by delivery or dispatch by courier or registered mail to Monte Titoli S.p.A., – c.a. Ufficio Register Services, Piazza degli Affari 6, 20123 Milan, and ii) for proxies with qualified electronic signatures or atures, by certified electronic mail to the address [email protected].
Proxy letters and voting instructions shall remain revocable through to the same deadline. Proxy Forms shall not be valid with respect to motions for which voting instructions have not been provided.
For further details on the granting of proxy to the Designated Representative (and in particular, on completing the proxy form and voting instructions and their transmission), contact Monte Titoli via e-mail at [email protected] or by calling (+39) 02.33635810 (on working days, from 9:00 to 17:00).
It bears recalling that shares for which full or partial proxy is conferred are calculated for the purpose of determining due constitution of the General Shareholders' Meeting. Proxy Forms shall not be valid with respect to motions for which voting instructions have not been provided.
Notification of the Company by the authorized intermediary certifying entitlement to participate in the General Shareholders' Meeting is necessary even where a proxy is granted to the representative designated by the Company. Accordingly, if no such notification is provided, the proxy shall be considered ineffective.
AQUAFIL S.p.A. Italy – 38062 Arco (TN) – Via Linfano 9 – tel. +39 0464 581 111r.a. – fax +39 0464 532 267 PEC: [email protected] Cap.Soc. Euro 50.522.417,28 di cui sottoscritto e versato Euro 49.722.417,28 C.F. IT 09652170961 – V.A.T. IT 09652170961 – REA TN 228169 www.aquafil.com
Pursuant to Article 126-bis of TUF, Shareholders, who individually or jointly account for at least one fortieth of the share capital, may, within ten days of publication of this notice of calling (i.e., by March 24, 2024), ask for additions to the Agenda, specifying in the request the additional proposed items, or present new motions to be added to the items already on the Agenda. Moreover, no additional items may be placed on the Agenda in respect of matters regarding which, under law, the General Shareholders' Meeting may pass resolutions at the motion of the Directors or on the basis of a project or report drawn up by the latter and falling outside the scope of Article 125-ter, paragraph 1, of TUF.
The above requests — comprehensive of the data useful to identify the presenting shareholders and the related information concerning the percentage of equity owned, as well as copy of the communication for the exercise of the right, sent to the Company by an authorized intermediary in accordance with the relevant regulation in force — must be submitted by registered mail with return receipt to the Company's registered office or by certified electronic mail to the address [email protected], accompanied by a report that sets out the reasons for the new additional items to be discussed at the Shareholders' Meeting, or the reasons for new motions to be added to the items already on the Agenda.
Any and all additional items placed on the Agenda or presentation of new motions on items already on the Agenda shall be notified by the Company, pursuant to the same publication procedures applicable to this notice, at least fifteen days prior to the scheduled date of the General Shareholders' Meeting (i.e., no later than April 8, 2024). When the notice of additions to the Agenda is published, or new motions on items already on the Agenda are submitted, such motions, along with the reports drafted by the shareholders submitting the motions and the report by the shareholders requesting the additions to the Agenda, accompanied by any assessments by the Board of Directors, will be made available to the public, according to the same manners as set out in Article 125-ter, paragraph 1, of TUF.
Pursuant to Article 127-ter of TUF, shareholders with voting rights, in favor of which a communication sent to the Company by an authorized intermediary in accordance with the regulation in force, are entitled to submit questions regarding the items placed on the Agenda even before the General Shareholders' Meeting.
Questions — comprehensive of the data useful to identify the shareholders presenting them and a copy of the communication for the exercise of the right, sent to the Company by an authorized intermediary in accordance with the relevant regulation in force — may be submitted by registered mail with return receipt to the Company's registered office or by e-mail to the certified e-mail address [email protected]. Questions must be submitted by the end of the seventh day before the scheduled date of the General Shareholders' Meeting, i.e., by April 12, 2024.
The Company will provide a response to the questions received at the latest by 12:00 two day before the General Shareholders' Meeting (i.e., April 21, 2024), including by publishing them in a dedicated section of the Company's website.
A single response will be given to questions with the same content.
With respect to the appointment of the Board of Statutory Auditors, which shall take place on the basis of lists of candidates, reference is made to the provisions of Article 148 of TUF and Article 17 of the Bylaws.
The Board of Statutory Auditors is composed of 3 Statutory Auditors and 2 Alternate Auditors, appointed by the Shareholders' Meeting on the basis of the lists submitted by the shareholders.
Lists of candidates for Board of Directors' membership may be submitted by shareholders who, at the time of submission of the list, hold — either on their own or together with other submitting shareholders — a percentage of the Company's share capital at least equal to the percentage established by Consob pursuant to applicable statutory and regulatory provisions. Based on the Consob Managerial Determination No. 92 of January 31, 2024 for Aquafil the percentage is 2.5%. Satisfaction of the minimum equity ownership requirement for the submission of lists of candidates must be established on the basis of shares registered in favor of the submitting shareholder
AQUAFIL S.p.A. Italy – 38062 Arco (TN) – Via Linfano 9 – tel. +39 0464 581 111r.a. – fax +39 0464 532 267 PEC: [email protected] Cap.Soc. Euro 50.522.417,28 di cui sottoscritto e versato Euro 49.722.417,28 C.F. IT 09652170961 – V.A.T. IT 09652170961 – REA TN 228169 www.aquafil.com
on the day on which the aforesaid lists are filed with the issuer; the related certificate may be produced even after such filing, but before expiry of the deadline for the publication of the lists in question. No shareholder nor any grouping of shareholders falling under the same corporate group or who are parties to a shareholders' agreement within the meaning of Article 122 of Legislative Decree No. 58/1998, may submit, either alone or together with others, or otherwise through third-party intermediaries or trust companies, more than one list or vote in favor of more than one list, it being further understood that, under penalty of ineligibility, no candidate may appear on more than one list.
Each list must contain the names of one or more candidates for the office of Statutory Auditor and one or more candidates for the office of Alternate Auditor. The names of the candidates are marked in each section (section "Statutory Auditors", section "Alternate Auditors") by a sequential number and do not exceed the number of members of the body to be elected. If the lists contain — with regard to both sections — a number of candidates equal or higher than 3, they shall contain in both sections a number of candidates that ensures that the composition of the Board of Statutory Auditors, both as regards the statutory and the alternate members, complies with the legal and regulatory provisions in force from time to time concerning the balance between genders (male and female), it being understood that if the application of the gender balance criterion does not result in a whole number, this shall be rounded off in compliance with the legal and regulatory provisions in force from time to time.
Under penalty of inadmissibility, each list must be accompanied by the following documents: (i) information concerning the identity of the shareholders who submitted them, with an indication of the total percentage of shares held; (ii) a statement of the shareholders other than those who hold, also jointly, a controlling or relative majority interest, confirming the absence of any connection with the latter according to the current regulatory framework (iii) detailed information on the personal and professional characteristics of the candidates, as well as a statement of the candidates themselves confirming compliance with the requirements set out by law, and acceptance of the application, together with the list of management and audit appointments held by them in other companies in observance of Article 2400 of the Civil Code.; (iv) any other or different statement, information and/or document provided for by law and applicable regulations.
No shareholder nor any grouping of shareholders falling under the same corporate group or who are parties to a shareholders' agreement within the meaning of Article 122 of Legislative Decree No. 58/1998, may submit, either alone or together with others, or otherwise through third-party intermediaries or trust companies, more than one list or vote in favor of more than one list, it being further understood that, under penalty of ineligibility, no candidate may appear on more than one list.
All those wishing to submit the lists for the appointment of the Board of Statutory Auditors are invited to observe the recommendations drawn up by Consob with Communication No. DEM/9017893 of February 26, 2009.
The lists for the appointment of the Board of Statutory Auditors must be filed with the Company's registered office or, alternatively, sent to the certified e-mail addressed [email protected].
The lists, signed by shareholders with standing, accompanied by the documentation required by the Bylaws, must be filed no later than the 25th day prior to the scheduled date of the General Shareholders' Meeting in single call, i.e., by March 29, 2024.
If, by the deadline for submitting lists, only one list has been deposited, or only lists submitted by shareholders who are connected with each other pursuant to the applicable provisions, lists may be submitted until the third day following that date, i.e., by April 1, 2024. In this case, the above-mentioned thresholds for submitting lists shall be reduced by half, namely to 1.25% (one point twenty-five per cent) of share capital.
The Company will make the lists public at least twenty-one days prior to the scheduled date of the General Shareholders' Meeting, i.e., by April 2, 2024, in accordance with the procedures imposed under applicable regulations.
For further information regarding the submission, filing, publication and voting of lists, as well as the requirements for the composition of the Board of Statutory Auditors, refer to Article 17 of the Bylaws, to the applicable laws and regulations, as well as the Board of Directors' report on this item on the agenda, available, in accordance with
the terms and conditions specified in applicable legislation, from the Company's website www.aquafil.com and through the authorized storage system EMarket Storage ().
All documents pertaining to the General Shareholders' Meeting, including the illustrative reports on the items on the Agenda and any relevant motions will be made available to the public in accordance with the terms established by law at the Company's registered office in Arco (Trento), via Linfano 9, as well as on the corporate website www.aquafil.com, section "Investor Relations - Shareholders' Meeting – 2024", and through the authorized storage system EMarket Storage (). Shareholders are entitled to obtain a copy of the same. The corporate Bylaws are available on the website www.aquafil.com, under section "Corporate Governance".
Experts, financial analysts, accredited journalists and others who intend to attend the General Shareholders' Meeting must have a specific request delivered to the Company by April 18, 2024:
Via Linfano 9, 38062 - Arco (TN)
FAO: Investor Relations
Re. "Third-party request to attend the AGM"
or
Those entitled to participate in the General Shareholders' Meeting are invited to arrive before the scheduled start of the meeting so as to facilitate the registration process, which will begin at 15:00.
* * *
This notice of calling is made available on the corporate website www.aquafil.com, under section "Investor Relations – Shareholders' meetings – 2024", and through the authorized storage system EMarket Storage (), as well as in excerpted form on the daily newspaper "Il Sole 24 Ore".
Arco (TN), March 14, 2024
On behalf of the Board of Directors
The Chairwoman of the Board of Directors (prof. Chiara Mio)
| Fine Comunicato n.1938-8-2024 | Numero di Pagine: 7 |
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