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Avio
AGM Information • May 22, 2024
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AGM Information
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Register no. File no. MINUTES OF THE ORDINARY SHAREHOLDERS' MEETING ITALIAN REPUBLIC April 24, 2024 On the twenty-fourth day of April two thousand and twentyfour. In Rome, in my office at Via Claudio Monteverdi no. 20. I, the undersigned FEDERICO ELICIO, notary public in Rome, registered with the College of Notaries of the united districts of Rome, Velletri and Civitavecchia, proceed to prepare and sign the minutes of the Shareholders' Meeting of the company: "Avio S.p.A." with registered office in Rome, via Leonida Bissolati No. 76, share capital Euro 91,765,158.50, paid-in for Euro 90,964,212.90, enrolled at the Rome Companies Registration Office, with enrolment, tax and VAT number 09105940960, Economic and Administrative Index No RM/1509588 (hereinafter, for the sake of brevity, the "Company"). held on the twenty-third day of April two thousand and twenty-four in Rome, Via Leonida Bissolati No. 76, at the registered office. These minutes are therefore prepared at the request of the Company, and on its behalf of the Chairperson of the Board of Directors Mr. ROBERTO ITALIA. The Shareholders' Meeting was held in my continual and constant presence as follows. "On the twenty-third day of April two thousand and twentyfour, in Rome, Via Leonida Bissolati No. 76, the Shareholders' Meeting is held of the company "Avio S.p.A." The Chairperson of the Board of Directors, Mr. ROBERTO ITALIA, assumes the chair of the Shareholders' Meeting, in accordance with Article 10.5 of the By-Laws, and opens the proceedings at 11.30AM. The Chairperson reminds those present that, in application of Article 106 of Decree-Law No. 18 of March 17, 2020 (known as the "Italian Healthcare Decree") (the "Decree"), converted with amendments into Law No. 27 of April 24, 2020 and subsequent amendments and supplements, latterly until April 30, 2024 by Law No. 18 of February 23, 2024, which converted, supplementing it, Legislative Decree No. 215/23 and subsequently, until December 31, 2024 by Law No. 21 of March 5, 2024, the Shareholders' Meeting, for such entitled persons, may also be attended through remote communication means, and the shareholders may however attend only through the Designated Agent, as per Article 135-undecies and Article 135-novies of Legislative Decree No. 58 of February 24, 1998 (the "CFA").
Pursuant to Article 10.5 of the By-Laws, he appoints Mr. FEDERICO ELICIO, notary public in Rome, as secretary of the meeting, instructing him to draw up the relevant minutes in the form of a notarised public deed, specifying that he is also - along with the Chairperson - present at the Meeting location at the registered office in Rome, Via Leonida Bissolati No. 76. The Chairperson then declares and certifies: (i) that all participants - whose identity and entitlement to participate in the Meeting has been ascertained - take part as follows: (a) for the Board of Directors, the following are in attendance: - in attendance at the registered office, the Chairperson alone; - via audio-video link, Directors ELENA PISONERO, RAF-FAELE CAPPIELLO and DONATELLA ISAIA; while Directors GIOVANNI GORNO TEMPINI, GIULIO RANZO, LUIGI PASQUALI, LETIZIA COLUCCI, DONATELLA SCIUTO, MAR-CELLA LOGLI and GIOVANNI SOCCODATO excused their absence; (b) for the Board of Statutory Auditors, Mr. VITO DI BATTISTA, as Chairperson, who was present in the place of today's meeting, and Statutory Auditor Mr. MICHELA ZEME, who was connected through audio-video links, while the absence of the other Statutory Auditor Mr. MARIO MATTEO BUSSO was justified. The Chairperson notes that, as per Article 5 of the Shareholders' Meeting Regulation, a system has been set up to record the business of the Shareholders' Meeting - as permitted by the Chairperson - exclusively to assist the preparation of the Meeting minutes. The Chairperson then: (i) attests that this Ordinary Shareholders' Meeting was duly called in Rome, Via Leonida Bissolati, No. 76, at the Company's registered office, on April 23, 2024, at the time of 11.30AM, in single call, in accordance with law and the By-Laws, through a call notice published on March 22, 2024 on the company website and on the "EMARKET STORAGE" storage mechanism, as communicated through a press release, in addition to an extract published in the "Italia Oggi" newspaper on March 22, 2024 and with the following AGENDA 1. FINANCIAL STATEMENTS AT DECEMBER 31, 2023. 1.1. APPROVAL OF THE FINANCIAL STATEMENTS AT DECEMBER 31, 2023. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATE-MENTS AT DECEMBER 31, 2023. REPORTS OF THE BOARD OF DI-RECTORS, BOARD OF STATUTORY AUDITORS AND OF THE INDEPEND-ENT AUDIT FIRM. 1.2. ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON.
1.3 EXTRAORDINARY DISTRIBUTION OF RESERVES (EXTRAORDINARY DIVIDEND). RESOLUTIONS THEREON. 2. REMUNERATION POLICY AND REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPH 3-BIS AND 6 OF LEGISLATIVE DECREE NO. 58/98: 2.1. SECTION I: REMUNERATION POLICY. BINDING RESOLUTION ; 2.2. SECTION II: REPORT ON COMPENSATION PAID. NON-BINDING RESOLUTION. 3. PROPOSAL TO APPROVE TWO COMPANY SHARE-BASED REMUNERA-TION PLANS AS PER ARTICLE 114-BIS OF LEGISLATIVE DECREE NO. 58/98: CONFERRAL OF POWERS, RESOLUTIONS THEREON: 3.1. APPROVAL OF THE "2024-2026 PERFORMANCE SHARE PLAN"; 3.2. APPROVAL OF THE "2024-2026 RESTRICTED SHARE PLAN". 4. APPROVAL OF THE PROPOSAL FOR AUTHORISATION FOR THE PURCHASE OF TREASURY SHARES IN ACCORDANCE WITH ARTICLE 2357 OF THE CIVIL CODE"; (ii) notes that shareholders did not present any requests to supplement the Agenda of the Shareholders' Meeting or any proposals on matters already on the Agenda, in accordance with Article 126-bis of the CFA, nor individual resolution proposals; (iii) recalls that Article 122 of the CFA establishes, among other matters, that: "1. Agreements, in any form, concerning the exercise of the right to vote at companies with listed shares and at companies which they control, within five days from signing are: a) communicated to Consob; b) published in extract form in the daily press; c) filed at the companies register of the location where the company has its registered office; d) communicated to the companies with listed shares. - 2. omitted - 3. omitted - 4. Voting rights concerning listed shares for which the obligations established under paragraph 1 have not been fulfilled may not be exercised."; (iv) states that, as far as the Company is aware, there are currently no shareholder agreements pursuant to Article 122 of the CFA; (v) notes that, as indicated in the call notice, pursuant to Article 106 of the Decree, attendance at the Shareholders' Meeting by those who have the right to vote is allowed exclusively through the Designated Agent; (vi) specifies that, in accordance with the provisions of Article 10.4 of the By-Laws and Article 106 of the Decree, the Company has designated MONTE TITOLI S.P.A. ("Monte Titoli") as the party to which shareholders may grant proxy with voting instructions on all or some of the proposals on the Agenda, pursuant to Articles 135-undecies and 135-novies of the CFA (the "Designated Agent");
Monte Titoli attends by telecommunication means in the person of Mr. GIUSEPPE MORELLI;
(vi) notes that "MONTE TITOLI S.P.A.", as Designated Agent, communicated to not having any interest on its own behalf with regards to the proposals submitted to voting, to avoid any possible disputes concerning conflicts of interest as per Article 135-decies, paragraph 2, letter f) of the CFA, Monte Titoli expressly declared that, where currently unknown circumstances arise or in the case of amendment or supplementation of the proposals presented to the Shareholders' Meeting, it shall not express a vote differing from that indicated in the instructions; (vii) notes that 16,606,935 shares, out of the total number of 26,359,346 shares representing the entire share capital, amounting to 63.002% of the entire share capital, are represented by proxy issued to the Designated Agent; and that the legitimacy of those eligible to vote was ascertained, and proxies were acquired from the corporate records;
The Chairperson notes that, in accordance with paragraph 3 of the aforementioned Article 135-undecies of the CFA, the shares for which proxy has been delegated, even partially, to the Designated Agent, are included for establishing the valid constitution of the Shareholders' Meeting, while for the shares in relation to which voting instructions have not been provided regarding the proposals on the Agenda, such shall not be included with the calculation of the majorities and of the share capital percentage required to approve the relative motions. The Chairperson also declared that there were, therefore, 99 persons entitled to vote by proxy issued to the designated agent, representing 16,606,935 ordinary shares with rights equal to 63.002% of the total number of 26,359,346 ordinary shares constituting the entire share capital.
The Chairperson notes that the communications from intermediaries to allow entitled parties to attend this Meeting through the Designated Agent have been made in accordance with the applicable provisions of law and in compliance with the provisions of the Company's By-Laws.
The Chairperson therefore declares this Ordinary Shareholders' Meeting properly called and validly constituted in single call in accordance with law and the By-Laws to resolve upon the matters on the Agenda.
The Chairperson states that in relation to today's Shareholders' Meeting, solicitations for proxy voting were not granted or sought in accordance with Article 136 and subsequent of the CFA.
The Chairperson informs the Meeting that, pursuant to EU General Data Protection Regulation 2016/679 ("GDPR") and applicable national privacy legislation (Legislative Decree No. 101 of August 10, 2018), the personal data collected are processed and stored by the Company, on electronic and paper media for the purposes of the regular performance of the Meeting and for the proper recording of minutes, as well as for any related corporate and legal obligations. The Chairperson then declares that: - the subscribed paid-in share capital as of today's date is Euro 90,964,212.90, represented by 26,359,346 ordinary shares with no par value; - 800,000 non-listed SPONSOR WARRANTS are in circulation, as reported in the "Share Capital of Avio" document made available to shareholders; - at April 22, 2024, the Company held 1,091,207 treasury shares, equal to 4.14% of the share capital, for which voting rights are suspended; - the Company's shares are traded on the Euronext Star Milan, organised and managed by "Borsa Italiana S.p.A."; The Chairperson therefore reads out the parties directly or indirectly in possession of a holding of greater than 5% of the subscribed share capital of the Company, represented by shares with voting rights, according to the shareholders' register, supplemented by the communications received in accordance with Article 120, paragraph 2 of the CFA: The Chairperson reminds the meeting that voting rights may not be exercised with regards to shares for which the communication obligations as per paragraphs2 and 4-bis of Article 120 of the CFA have not been fulfilled. He also notes that as per Article 1, paragraph 5, of Decree-Law No. 21 of March 15, 2012, converted with amendments by Law No. 56 of 2012, in the current text, anybody acquiring a shareholding in companies who are of strategic importance in the national defence and security system such as the Company - should notify the acquisition within fifteen days to the President of the Council of Ministers, sending simultaneously the necessary information, including the general description of the acquisition project, of the acquiring entity and its scope of operations, for the relative assessments as per paragraph 3 of the same Article. In the event of the acquisition of shares of a company trading on regulated markets, a notification should be made where the acquiring entity comes to hold, following the acquisition, an investment exceeding the threshold of 3%, and acquisitions which result in the exceeding of the thresholds of 5%, 10%, 15%, 20%, 25% and 50% are subsequently notified. Until the notification and, subsequently, until the conclusion of the deadline for the imposition of conditions or for the exercise of
the power to oppose, which has a duration of 15 days, without suspensions, the voting right and those concerning content other than equity rights, granted to the shares representing the significant shareholding, are suspended. The Chairperson asks the Designated Agent if he is aware that any participant from whom he has received a proxy is in a situation of exclusion from voting rights pursuant to current regulations. The Designated Agent replies in the negative. Finally, the Chairperson reminds the meeting that the Designated Agent will exercise votes on the basis of the instructions provided by the delegates. The Chairperson then notes that, with regards to the matters on the Agenda, the requirements as per applicable laws and regulations have been fulfilled. Specifically, the following documents have been filed at the registered office and are also available on the website www.Avio.com and on the "EMARKETSTORAGE" storage mechanism: - the Illustrative Report of the Board of Directors on the Agenda prepared in accordance with Article 125-ter of the CFA; - Avio S.p.A's Annual Financial Report, including the financial statements at December 31, 2023, the consolidated financial statements at December 31, 2023, the Directors' Report, the 2023 Consolidated Non-Financial Statement prepared pursuant to Legislative Decree No. 254/2016 and the related statement of compliance issued by the independent audit firm; the statements as per Article 154-bis, paragraph 5, CFA, together with the reports of the Board of Statutory Auditors and the independent audit firm, with the consolidated financial statements thereby presented; - Avio S.p.A.'s Annual Financial Report in ESEF format; - the annual Corporate Governance and Ownership Structure Report, prepared in accordance with Article 123-bis of the CFA; - the Remuneration policy and report in accordance with Article 123-ter of the CFA; - the "2024-2026 Performance Share" prospectus, prepared pursuant to Article 114-bis, CFA, Article 84-bis and Annex 3/A, Schedule 7 of the Consob Issuers' Regulation; - the "2024-2026 Restricted Share" prospectus, prepared pursuant to Article 114-bis of Legislative Decree No. 58 of February 24, 1998, and Article 84-bis and Annex 3/A, Schedule 7 of the Consob Regulation No. 11971 of May 14, 1999 and subsequent amendments; - the illustrative report of the Directors prepared in accordance with Article 73 and Annex 3/A, Schedule 4, of
the Issuers' Regulations. Finally, the Chairperson communicates that the following documents shall be annexed to the minutes of the Shareholders' Meeting as an integral and substantial part thereof, and shall be made available to those with voting rights: - the list of attendees at the Shareholders' Meeting, by proxy to the Designated Agent, together with all details required by Consob, with indication of the number of shares for which the communication by the intermediary to the Issuer in accordance with Article 83-sexies of the CFA was made; - the list of parties expressing, through the Designated Agent, votes in favour, against or abstaining, and the relative number of shares represented. The Chairperson outlines, with regard to the right to ask questions before the Shareholders' Meeting provided for by Article 127-ter of the CFA, questions were received from the shareholder "Blockchain Governance S.r.l." on April 12, 2024 and that the answers to all questions received in writing before the Shareholders' Meeting were published on the Company's website. The Chairperson notes that voting on individual matters on the Agenda shall take place on conclusion of the discussion on the relative matter. * * * *
The Chairperson then moves on to discussion of the first item on the Agenda: "1. FINANCIAL STATEMENTS AT DECEMBER 31, 2023. 1.1 APPROVAL OF THE SEPARATE FINANCIAL STATEMENTS AT DE-CEMBER 31, 2023. PRESENTATION OF THE CONSOLIDATED FINAN-CIAL STATEMENTS AT DECEMBER 31, 2023. REPORTS OF THE BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND OF THE IN-DEPENDENT AUDIT FIRM. 1.2 ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON. 1.3 EXTRAORDINARY DISTRIBUTION OF RESERVES (EXTRAORDINARY DIVIDEND). RESOLUTIONS THEREON. The Chairperson informs those present that he will deal with items 1.1, 1.2 and 1.3 jointly and that they will then be put to a vote separately. Before outlining the financial statements, the Chairperson indicates that the independent audit firm Deloitte & Touche S.p.A. expressed an opinion without raising any issues both on the statutory financial statements at December 31, 2023, and on the Company's consolidated financial statements, an opinion on the conformity of the statutory and consolidated financial statements with the provisions of Delegated Regulation (EU) 2019/815, in addition to an opinion indicating the consistency of the financial statements with the Directors' Report and the information as per Article 123-bis, paragraph 4 of the CFA, presented in the Corporate Governance and Ownership Structure Report, and the opinion regarding the compliance of the Directors' Report with the legal provisions set out by Article 14 of Legislative Decree No. 39/2010, as amended by Legislative Decree No. 135/2016; he also verified approval by the Directors of the Non-Financial Statement as per Legislative Decree No. 254 of December 30, 2016, in addition to the reports issued on March 29, 2024. Finally, the independent audit firm "Deloitte & Touche S.p.A." issued, on March 29, 2024, the statement of compliance regarding the non-financial report. In the absence of objections to the omission of the reading of all the documents relating to the matters on the Agenda, the Chairperson limits the reading to motions only, and notes that the same procedure will also apply to all the other matters on the Agenda of today's Meeting. The Chairperson then invites the Chief Financial Officer, Mr. ALESSANDRO AGOSTI, to present the financial statements and results for the year. Mr. ALESSANDRO AGOSTI takes the floor and proceeds to briefly explain the financial results, and in particular the consolidated financial highlights.
The Chairperson then submits to the Meeting the following motion on item 1.1 on the Agenda: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having examined the financial statements of Avio S.p.A. at and for the year ended December 31, 2023, accompanied by the Directors' Report, Board of Statutory Auditors' Report, Independent Auditors' Report and additional documentation required by law, resolves - to approve the 2023 separate financial statements of Avio S.p.A." The Chairperson confirms that the legal reserve is fully constituted. He then states that the independent audit firm for the audit of the 2023 separate and consolidated financial statements employed 3,167 hours for a fee of Euro 226,302. The Chairperson then grants the floor to the Chairperson of the Board of Statutory Auditors, to read the conclusions of the Board of Statutory Auditors' Report on the Company's 2023 financial statements. The Chairperson of the Board of Statutory Auditors Mr. VITO DI BATTISTA, announces that the Board of Statutory Auditors, considering the content of the reports prepared by the Independent Audit Firm, noting the statements issued jointly by the Chief Executive Officer and by the Executive Officer, expresses a favourable opinion on the approval of the statutory financial statements of Avio at December 31, 2023 and on the proposal to allocate the net profit for the year of Euro 5,708,107.00, drawn up by the Board of Directors, as follows: - Euro 3,750,000.00 as dividend; - Euro 1,958,107.00 to retained earnings; Finally, the Board of Statutory Auditors expresses a favorable opinion on the Board of Directors' proposal to approve the distribution of an extraordinary dividend of Euro 2,250,000.00 from available equity reserves. He passes the floor back to the Chairperson, who submits for approval the motion proposal he previously read out on the item concerning the approval of Avio S.p.A.'s 2023 financial statements. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted.
The Chairperson then, there being no changes in attend-
ance, calls for a vote.
The Designated Agent announces the voting: - in favour: 16,589,922 votes, equal to 99.898% of the voting share capital; - no votes against; - abstaining: 17,013 votes, equal to 0.102% of the voting share capital; - there are no non-voters. The Chairperson then declares the proposal approved by a clear majority, with the votes declared verbally by the Designated Agent, and that the legal provisions as per Article 8 of the By-Laws have been complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. The Chairperson then moves on to discussion of item: 1.2 ALLOCATION OF THE NET PROFIT. RESOLUTIONS THEREON." The Chairperson notes that on March 13, 2024, the Board
of Directors deemed it appropriate to approve a motion to the Shareholders' Meeting to allocate the net profit for 2023, amounting to Euro 5,708,107, to dividend for Euro 3,750,000. The Chairperson therefore submits the following proposal on the Agenda to the Shareholders' Meeting: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having examined the financial statements of Avio S.p.A. at and for the year ended December 31, 2023, accompanied by the Directors' Report, Board of Statutory Auditors' Report, Independent Auditors' Report and additional documentation required by law; - having acknowledged that the legal reserve is at least equal to one-fifth of the share capital as per the requirements of Article 2430, paragraph 1 of the Civil Code; resolves - to allocate Avio S.p.A.'s net profit for the year 2023, amounting to Euro 5,708,107, as follows: - Euro 3,750,000 as dividend; - distributing a unitary dividend of Euro 0.14841, before withholding taxes, for each of the ordinary shares in circulation with no par value, net of treasury shares. It should be noted that in the event that the total number of shares of the Company currently in circulation increases, the total amount of dividend will remain unchanged and the unitary amount will be automatically adjusted to the new number of shares in circulation. In accordance with Article 2357-ter, no dividend was attributed to treasury shares held in the portfolio on the ex-dividend date. The dividend will be paid out with exdividend date of April 29, 2024, date of dividend distribution rights as per Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998 (record date) of April 30, 2024, and payment date of May 2, 2024; - Euro 1,958,107.00 to retained earnings; - to confer upon the Chairperson and the Chief Executive Officer, freely and severally, all the powers to execute this resolution." The Chairperson puts to a vote the motion proposal he previously read out on the item concerning the allocation of Avio S.p.A.'s net profit for the year 2023. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote.
The Designated Agent announces the voting: - in favour 16,606,935 votes, equal to 100% of the voting share capital; - no votes against; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved unanimously, with the votes declared verbally by the Designated Agent, provided that the legal provisions as per Article 8 of the By-Laws are complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. The Chairperson then moves on to the discussion of the item: 1.3 EXTRAORDINARY DISTRIBUTION OF RESERVES (EXTRAORDINARY DIVIDEND). RESOLUTIONS THEREON. The Chairperson informed those present that the Board of Directors of the Company, which met on March 13, 2024, deemed it appropriate to approve a proposed resolution to the Shareholders' Meeting regarding the distribution to shareholders of a total amount of Euro 2,250,000.00 as an Extraordinary Dividend through partial use for corresponding amount of the "retained earnings/(losses)" reserve distributable. The Chairperson therefore submits the following proposal on the Agenda to the Shareholders' Meeting: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having examined the explanatory report of the Board of Directors, prepared in accordance with Article 125-ter of Legislative Decree No. 58/1998 and Article 84 of the Regulation adopted with Consob Resolution No. 11971 of May 14, 1999, published in accordance with law, and having acknowledged the proposal contained therein; - having acknowledged the declaration of the Board of Directors regarding the balance and availability of the "Retained earnings/(losses)" reserve, totalling Euro 44,515,557.00, which allows the distribution of the extraordinary dividend as proposed by the Board of Directors; - considering, therefore, the existence of adequate available reserves, the Company not having incurred losses that affected the reserves as per the financial statements for the year ended December 31, 2023; resolves to distribute to Shareholders, through partial use of the "Retained earnings/(losses)" reserve, an extraordinary dividend totalling Euro 0.08904, before withholding taxes, for each of the ordinary shares with no par value
currently in circulation and net of treasury shares and therefore, a total dividend of Euro 2,250,000.00. It should be noted that in the event that the total number of shares of the company currently in circulation should increase, the total amount of dividend will remain unchanged and the unitary amount will be automatically adjusted to the new number of shares. in accordance with Article 2357-ter, no dividend was attributed to treasury shares held in the portfolio on the ex-dividend date. The extraordinary dividend will be paid out with ex-dividend date of April 29, 2024, date of payment distribution rights as per Article 83-terdecies of Legislative Decree No. 58 of February 24, 1998 (record date) of April 30, 2024, and payment date of May 2, 2024; - to grant to the Chairperson of the Board of Directors and the Chief Executive Officer, severally, with the power to sub-delegate, within the terms of the law, the broadest powers necessary and/or appropriate, none excluded, to execute this resolution". The Chairperson put to a vote the proposed resolution he previously read out on the item concerning the extraordinary distribution of reserves (extraordinary dividend). Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote. The Designated Agent announces the voting: - in favour 16,606,935 votes, equal to 100% of the voting share capital; - no votes against; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved unanimously, with the votes declared verbally by the Designated Agent, provided that the legal provisions as per Article 8 of the By-Laws are complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. * * * * Moving on to discussion of the second item on the Agenda: "2. REMUNERATION POLICY AND REPORT PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE DECREE NO.
58/98. 2.1 SECTION I: REMUNERATION POLICY. BINDING RESOLUTION; 2.2 SECTION II: REPORT ON COMPENSATION PAID. NON-BINDING RESOLUTION"; the Chairperson notes that on March 22, 2024, pursuant to Article 123-ter of the CFA and Article 84-quater of the Issuers' Regulation, the Board of Directors approved the Remuneration Policy and Report, which was made available as required by law. Regarding item: "2.1 Section I: Remuneration Policy. Binding resolution"; the Chairperson reminds the Meeting that, pursuant to Article 123-ter, paragraph 3-ter of the CFA, the Shareholders' Meeting is called to approve the Company's remuneration policy regarding the members of the Board of Directors, the General Managers and the Senior Executives, in addition to the procedures utilised for the adoption and implementation of this policy, and that this motion is binding. The Chairperson then submits to the Meeting the following motion on item 2.1 on the Agenda: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having examined the Remuneration Policy and Report pursuant to Article 123-ter of the CFA, made available to the public on March 22, 2024 resolves - to approve Section I of the Remuneration Policy and Report, drawn up pursuant to Article 123-ter, paragraph 3 of the CFA, containing the remuneration policies of Avio S.p.A." The Chairperson then puts to a vote the motion which he previously read out. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote. The Designated Agent announces the voting: -in favour: 16,149,814 votes, equal to 97.247%of the voting share capital; - against 457,121 votes, equal to 2.753% of the voting share capital; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved by a majority, with the votes declared verbally by the Designated
| Agent, provided that the legal provisions as per Article 8 of the By-Laws are complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. |
|---|
| The Chairperson then moves on to discussion of item: |
| 2.2 SECTION II: REPORT ON COMPENSATION PAID. NON-BINDING RESOLUTION." |
The Chairperson reminds the Meeting that, pursuant to Article 123-ter, paragraph 6 of the CFA, the Shareholders' Meeting is called to express a favourable or opposing opinion on the second section of the Remuneration Policy and Report. This provides, for members of Boards of Directors and Boards of Statutory Auditors, General Managers and, in collective form, Senior Executives, an adequate representation of the items comprising remuneration and the compensation paid during the reporting year in any capacity and in any form by the Company and by its associates and subsidiaries, together with an illustration of the compensation to be paid in one or more subsequent years for service rendered during the reporting year. He notes that the motion is not binding. The Chairperson then submits to the Meeting the following motion on item 2.2 on the Agenda: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having examined the Remuneration Policy and Report pursuant to Article 123-ter of the CFA, made available to the public on March 22, 2024 resolves: - to vote in favour, pursuant to Article 123-ter of the CFA, paragraph 6 of the CFA (consultative, non-binding vote), of Section II of the Remuneration Policy and Report, drawn up as per Article 123-ter, paragraph 4 of the CFA." The Chairperson then puts to a vote the motion which he previously read out. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote, also admitting, notwithstanding the tenor of Article 123-ter CFA, the possibility of abstaining. The Designated Agent announces the voting: -in favour: 16,155,047 votes, equal to 97.279% of the voting share capital; - against 451,888 votes, equal to 2.721% of the voting share capital; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved by a majority, with the votes declared verbally by the Designated Agent, provided that the legal provisions as per Article 8 of the By-Laws are complied with.
As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. * * * * The Chairperson moves on to discussion of the third item on the Agenda: "3. PROPOSAL FOR APPROVAL OF TWO SHARE-BASED COMPENSATION PLANS OF THE COMPANY PURSUANT TO ARTICLE 114-BIS OF LEG-ISLATIVE DECREE NO. 58/98: CONFERRAL OF POWERS, RESOLU-TIONS THEREON:
"3.1 APPROVAL OF THE "2024-2026 PERFORMANCE SHARE PLAN"; 3.2 APPROVAL OF THE "2024-2026 RESTRICTED SHARE" PLAN. The Chairperson recalled that the topic is covered in the Board of Directors' report prepared on this Agenda item and pointed out that the same Board of Directors resolved at the Company's Board meeting held on March 22, 2024, to submit to the Shareholders' Meeting for approval a proposal to adopt two different compensation plans based on financial instruments, drawn up on the proposal of the Appointments and Remuneration Committee, in favour of executives and employees of the Company and the Avio Group. Specifically, the Board of Directors submits to you the following plans:
- a share-based incentive plan called the "2024-2026 PER-FORMANCE SHARE PLAN" for the Chief Executive Officer/General Manager, Senior Executives and other managers; - a retention plan called the "2024-2026 RESTRICTED SHARE PLAN" for Avio Group employees, identified by the Board of Directors from among those who play a key role in achieving Avio's strategic goals. Neither the Chief Executive Officer/General Manager nor Senior Executives from the Company are among the recipients of the "2024- 2026 RESTRICTED SHARE PLAN" Regarding item:
"3.1 APPROVAL OF THE "2024-2026 PERFORMANCE SHARE PLAN"; The Chairperson recalls that the "2024-2026 PERFORMANCE
SHARE PLAN" stipulates, in line with best practice in the relevant industry, a three-year performance period, the award and allocation of shares subject to Board of Directors verification of the performance targets achieved over the three-year period, in order to incentivise and engender loyalty, and therefore submits to the Shareholders' Meeting the Board of Directors' proposal: "The Shareholders' Meeting of Avio S.p.A.: having examined the Prospectus prepared pursuant to Article 114-bis of Legislative Decree No. 58 of February 24, 1998 and Article 84-bis of Consob Regulation No. 11971 of May 14, 1999 regarding the "2024-2026 PERFORMANCE SHARE PLAN"; - having reviewed the Board of Directors' explanatory report, drawn up as per the combined provisions of Articles 114-bis and 125-ter of the CFA; resolves: - to approve, pursuant to and in accordance with Article 114-bis of the CFA, the adoption of a company share-based remuneration plan called the "2024-2026 PERFORMANCE SHARE PLAN" in accordance with the illustrative report and the related Prospectus; - consequently, to grant the Board of Directors, with the power to sub-delegate, within the limits of the law, all powers necessary to enact the aforementioned plan; - to confer on the Chairperson of the Board of Directors and the Chief Executive Officer, freely and severally, all powers to carry out the legislative and regulatory fulfilments resulting from the adopted resolutions." The Chairperson then puts to a vote the motion which he previously read out. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote. The Designated Agent announces the voting: - in favour 16,606,935 votes, equal to 100% of the voting share capital; - no votes against; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved unanimously, with the votes declared verbally by the Designated Agent, provided that the legal provisions as per Article 8 of the By-Laws are complied with.
As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. The Chairperson then moves on to discussion of item: "3.2 APPROVAL OF THE "2024-2026 RESTRICTED SHARE" PLAN; and recalls that the "2024-2026 RESTRICTED SHARE PLAN" provides for the award and allocation of shares free of charge to beneficiaries identified by the Board of Directors at the conclusion of a vesting period which lasts 36 months from the date of allocation. The Chairperson therefore submits the Board of Directors' motion to the Shareholders' Meeting: "The Shareholders' Meeting of Avio S.p.A.: - having examined the Prospectus prepared pursuant to Article 114-bis of Legislative Decree No. 58 of February 24, 1998 and Article 84-bis of Consob Regulation No. 11971 of May 14, 1999 regarding the "2024-2026 RESTRICTED SHARE PLAN; - having reviewed the Board of Directors' explanatory report, drawn up as per the combined provisions of Articles 114-bis and 125-ter of the CFA; resolves: - to approve, pursuant to and in accordance with Article 114-bis of the CFA, the adoption of a company share-based remuneration plan called the "2024-2026 RESTRICTED SHARE PLAN" in accordance with the explanatory report and the related Prospectus; - consequently, to grant the Board of Directors, with the power to sub-delegate, within the limits of the law, all powers necessary to enact the aforementioned plan; - to confer on the Chairperson of the Board of Directors and the Chief Executive Officer, freely and severally, all powers to carry out the legislative and regulatory fulfilments resulting from the adopted resolutions." The Chairperson then puts to a vote the motion which he previously read out. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote. The Designated Agent announces the voting: - in favour: 16,577,935 votes, equal to 99.825% of the voting share capital; - against 29.000 votes, representing 0.175% of the voting
share capital; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved by a majority, with the votes declared verbally by the Designated Agent, as the legal provisions recalled in Article 8 of the By-Laws have been complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received. * * * * The Chairperson therefore moves on to discussion of the fourth item on the Agenda: "4. APPROVAL OF THE PROPOSAL FOR AUTHORISATION FOR THE PURCHASE OF TREASURY SHARES IN ACCORDANCE WITH ARTICLE 2357 OF THE CIVIL CODE"; The Chairperson recalls that the topic is covered in the Board of Directors' report prepared in accordance with Article 73 and Annex 3A, Schedule 4, of the Consob Issuers' Regulation. The Chairperson states that the authorisation for purchase is granted for a period of 18 (eighteen) months from the date on which this resolution is passed, whereas authorisation of disposition is granted without time limits and may be exercised on one or more occasions, in order to permit the above purposes to be achieved. The Chairperson also point out that the Company is not undertaking the purchases with the intention of reducing share capital by cancelling the treasury shares purchased, without prejudice to the Company's right, where a reduction in share capital is approved by the Shareholders' Meeting on a future date, to execute such a reduction by cancelling treasury shares in portfolio. The Chairperson therefore submits the Board of Directors' motion to the Shareholders' Meeting: "The Ordinary Shareholders' Meeting of Avio S.p.A.: - having regard to Article 132 of Legislative Decree No. 58 of February 24, 1998, as amended and supplemented; - having regard to Article 144-bis of the Regulation adopted by Consob with Resolution No. 11971 of May 14, 1999, as amended and supplemented; - having regard to Articles 2357 and 2357-ter of the Italian Civil Code; - noting that, at today's date, Avio S.p.A. has in portfolio 1,091,207 treasury shares with no voting rights pursuant to Article 2357-ter of the Civil Code, equal to approx. 4.14% of the number of shares comprising the share capital;
- having regard to the Directors' Report on this point of the Agenda; - having regard to the Avio S.p.A. financial statements as at and for the year ended December 31, 2023 just approved, resolves 1) to authorise the purchase of treasury shares in the Company, in one or more instalments, pursuant to Articles 2357 and 2357-ter of the Civil Code, in amounts at the Board of Directors' full discretion, up to a maximum of 5.3% of the share capital, and to undertake one or more acts of disposition of the shares held, including those purchased in execution of this resolution, under the following conditions: a) the authorisation is limited to purchases to be undertaken for the purposes illustrated in the Directors' Report; b) in any event, the treasury shares will be purchased for a price per share not more than 10% (ten percent) below and not more than 10% (ten percent) above the reference price recorded on the STAR segment of the Euronext Milan stock exchange on the day before each purchase transaction, or for a different price in accordance with market practice or Regulation (EU) No. 596/2014 of the European Parliament of April 16, 2014, for transactions subject to that Regulation; c) the authorisation for purchase is granted for a period of 18 (eighteen) months from the date on which this resolution is passed, whereas authorisation of disposition is granted without time limits and may be exercised on one or more occasions, in order to permit the above purposes to be achieved; d) the purchases must be undertaken within the limits of the distributable profits and available reserves from the latest approved financial statements; e) the purchases of treasury shares will be undertaken, pursuant to Article 144-bis, paragraph 1, letter b) of the Issuers' Regulation, in accordance with the provisions of the market regulations in order to ensure equal treatment of shareholders. Accordingly, the purchases will be undertaken, on one or more occasions, solely on regulated markets organised and managed by Borsa Italiana S.p.A., under the operating procedures established by this latter, which does not permit the direct joint proposal to purchase with predetermined proposals to sell; 2) to establish that the treasury shares that will be purchased in execution of the resolution set out in point 1) above will be used to: a) efficiently utilise liquidity generated by Company operations, also through medium/long-term investment in
treasury shares; b) to offer shareholders an additional tool to monetise their investment; c) use treasury shares as consideration in corporate actions, to receive funds for acquisition projects and/or in exchanges of shareholdings, or for other uses deemed of interest to the Company in financial, managerial and/or strategic terms; d) use the treasury shares purchased or already in portfolio to support any share incentive plans, including in the future, for Directors, employees and collaborators of the Company and/or its subsidiaries, in addition to free share assignment plans for shareholders. 3) to authorise the Chief Executive Officer, with the power to sub-delegate, within the statutory limits: a) to execute today's resolution and, inter alia, to set aside the reserve for the negative component of equity provided for in Article 2357-ter of the Civil Code, in accordance with the law; b) to establish the executive and ancillary methods, terms and conditions for optimal execution of this resolution, conducting all appropriate assessments and inquiries, as necessary, and discharging all related obligations and formalities, without any exclusions or exceptions." The Chairperson then puts to a vote the motion which he previously read out. Responding to the Chairperson, and with specific regard to the matter being voted on, the Designated Agent reports no situations of exclusion from voting rights, and pursuant to Article 135-undecies of the CFA for the calculation of majorities and in relation to the proposal read, declares that he is in possession of voting instructions for all the shares for which proxy has been granted. The Chairperson then, there being no changes in attendance, calls for a vote. The Designated Agent announces the voting: - in favour 16,606,935 votes, equal to 100% of the voting share capital; - no votes against; - no votes abstaining; - there are no non-voters. The Chairperson declares the proposal approved by a majority, with the votes declared verbally by the Designated Agent, as the legal provisions recalled in Article 8 of the By-Laws have been complied with. As per Article 134 of the Issuers' Regulation and at the Chairperson's request, the Designated Agent declares that no votes were expressed by the latter in contravention of the instructions received.
* * * * There being nothing else to deliberate on, and as none of those present asked to speak further, the Chairperson declared the Shareholders' Meeting proceedings closed at 12.33PM"
* * * *
In the preparation of these minutes, I acknowledge that the Company today informed me that the data contained in the table ex 120 CFA, read by the Chairperson at the Shareholders' Meeting, were incomplete and that the correct data are those in the table that I reproduce below:
| The declarant or | Shareholder | No. shares | |
|---|---|---|---|
| subject at the | direct | % of total | |
| top of the equity | shares | ||
| chain | |||
| MINISTRY OF | LEONARDO | 7,809,307 | 29.63% |
| ECONOMY AND | SOCIETA' | ||
| FINANCE | PER AZIONI | ||
| COBAS ASSET | COBAS ASSET | 2,554,605 | 9.69% |
| MANAGEMENT SGIIC, | MANAGEMENT | ||
| SA | SGIIC, SA | ||
| Broggian | CGN FUTURO | 1,944,000 | 7.37% |
| Giancarlo | SRL | ||
The following annexes are attached to these minutes:
- under letter "A" the list of attendees at the Shareholders' Meeting, by proxy to the Designated Agent, together with all details required by Article 83-sexies of the CFA; - under letter "B", the list of parties expressing, through the Designated Agent, votes in favour, against or abstaining, and the relative number of shares represented. The costs of these minutes shall be borne by the Company. These minutes are signed by me, the notary public, together with the enclosed documents, at 10.20AM. Written by electronic system by a person trusted by me and completed by hand by me a notary, this deed consists of twenty-two sheets and occupies forty-two entire sides
and part of the forty-third, so far.
List of meeting participants attending through the Designated Agent Monte Titoli S.p.A. in the person of Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % share capital |
|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.013% | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.020% | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.003% | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.029% | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.184% | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.018% | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.460% | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.086% | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.007% | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.626% | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.270% | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.444% | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.080% | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.119% | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.180% | |
| AXA WORLD FUNDS SICAV | 207,000 | 0.785% | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.008% | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.152% | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 0.839% | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.052% | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.030% | |
| BMO CANADA PENSION PLAN | 4,607 | 0.017% | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.027% | |
| CC&L Q 140/40 FUND. | 750 | 0.003% | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.001% | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.008% | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.003% | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.002% | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.052% | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 7.375% |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.038% |
list
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.065% | |
|---|---|---|---|
| COBAS GLOBAL FP. | 131,099 | 0.497% | |
| Details | Tax/VAT No. | Shares | % share capital |
| COBAS INTERNACIONAL, FI. | 925,775 | 3.512% | |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.210% | |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.461% | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.039% | |
| COBAS SELECCION FI. | 1,006,019 | 3.817% | |
| COBAS VALUE SICAV SA. | 16,206 | 0.061% | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.041% | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIR |
3,824 | 0.015% | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.022% | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.110% | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.167% | |
| EURIZON AZIONI ITALIA | 182,712 | 0.693% | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.396% | |
| EURIZON FUND | 103,156 | 0.391% | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.371% | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.087% | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.095% | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.064% |
| FORD PENSION UNIVERSAL | 5,516 | 0.021% | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.132% | |
| GENERALI SMART FUNDS | 37,000 | 0.140% | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.169% | |
| HARCO A LIMITED | 5,109 | 0.019% | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 4.071% |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.061% | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.005% | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.043% | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.012% | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.003% | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 29.626% |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.003% | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.008% | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.221% | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.039% | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.008% | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.033% | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.054% | |
| MGI FUNDS PLC | 11,330 | 0.043% | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.069% | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.122% | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.013% | |
| NAV CANADA PENSION PLAN | 306 | 0.001% | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.071% | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.034% | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 4.081% |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.001% | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.018% | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.014% | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.022% | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.002% | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.039% | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.284% |
list
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.001% | |
|---|---|---|---|
| Details | Tax/VAT No. | Shares | % share capital |
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.246% | |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.010% | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.111% | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.032% | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.014% | |
| VANECK UCITS ETFS PLC | 7,727 | 0.029% | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.006% | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.020% |
Total 16,606,935 63.002%
list
Point 1.1
Financial Statements at December 31, 2023. Approval of the Financial Statements at December 31, 2023. Presentation of the Consolidated Financial Statements at December 31, 2023. Reports of the Board of Directors, Board of Statutory Auditors and of the Independent Audit Firm.
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,589,922 | 99.898% | 62.938% |
| Against | 0 | 0.000% | 0.000% |
| Abstaining | 17,013 | 0.102% | 0.065% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 1.1
Financial Statements at December 31, 2023. Approval of the Financial Statements at December 31, 2023. Presentation of the Consolidated Financial Statements at December 31, 2023. Reports of the Board of Directors, Board of Statutory Auditors and of the Independent Audit Firm.
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
|---|---|---|---|---|
| Details COBAS INTERNACIONAL, FI. |
Tax/VAT No. | Shares 925,775 |
% of Voters 5.575% |
Vote F |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F | |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F |
16,606,935 100%
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
|---|---|---|---|---|
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | X |
Total voting
Key
F - In favour A - Against
X - Abstaining
Lx - List x NV - Non-voter
NE - Not expressed
Point 1.2
Financial Statements at December 31, 2023. Allocation of the net profit. Resolutions thereon.
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,606,935 | 100.000% | 63.002% |
| Against | 0 | 0.000% | 0.000% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 1.2
Financial Statements at December 31, 2023. Allocation of the net profit. Resolutions thereon.
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F | |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F |
| COBAS INTERNACIONAL, FI. | 925,775 | 5.575% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F | |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT | ||||
| DIMENSIONS GROUP INC INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP |
16,040 | 0.097% | F | |
| TRUST | 1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO |
74,766 305 |
0.450% 0.002% |
F F |
|
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F |
Total voting
16,606,935 100%
Key
F - In favour A - Against
X - Abstaining
Lx - List x NV - Non-voter
NE - Not expressed
Point 1.3
Financial Statements at December 31, 2023. Extraordinary distribution of reserves (extraordinary dividend) Resolutions thereon.
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,606,935 | 100.000% | 63.002% |
| Against | 0 | 0.000% | 0.000% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 1.3
Financial Statements at December 31, 2023. Extraordinary distribution of reserves (extraordinary dividend) Resolutions thereon.
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS INTERNACIONAL, FI. COBAS LUX SICAV - COBAS INTERNATIONAL FUND |
925,775 55,485 |
5.575% 0.334% |
F F |
|
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. COLONIAL FIRST STATE INVESTMENTS LIMITED |
16,206 10,842 |
0.098% 0.065% |
F F |
|
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
|---|---|---|---|---|
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F |
Total voting
16,606,935 100%
Key
F - In favour A - Against
X - Abstaining
Lx - List x NV - Non-voter
NE - Not expressed
Point 2.1
Remuneration Policy and Report pursuant to Article 123-ter, paragraph 3-bis and 6 of Legislative Decree No. 58/98: First Section: remuneration policy. Binding motion;
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,149,814 | 97.247% | 61.268% |
| Against | 457,121 | 2.753% | 1.734% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 2.1
Remuneration Policy and Report pursuant to Article 123-ter, paragraph 3-bis and 6 of Legislative Decree No. 58/98: First Section: remuneration policy. Binding motion;
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F | |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
| COBAS INTERNACIONAL, FI. | 925,775 | 5.575% | F | |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIR |
3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | A | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | A | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | A | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | A | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | A | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | A | |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | A | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | A |
Total voting
16,606,935 100%
Key
F - In favour A - Against X - Abstaining Lx - List x
NV - Non-voter NE - Not expressed
Point 2.2
Remuneration Policy and Report pursuant to Article 123-ter, paragraph 3-bis and 6 of Legislative Decree No. 58/98: Second Section: report on remuneration paid. Non-binding motion.
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,155,047 | 97.279% | 61.288% |
| Against | 451,888 | 2.721% | 1.714% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 2.2
Remuneration Policy and Report pursuant to Article 123-ter, paragraph 3-bis and 6 of Legislative Decree No. 58/98: Second Section: report on remuneration paid. Non-binding motion.
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F | |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
| COBAS INTERNACIONAL, FI. | 925,775 | 5.575% | F | |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIR |
3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC |
305 64,893 |
0.002% 0.391% |
F F |
|
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | A | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | A | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | A | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | A | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | A | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | A |
Total voting
16,606,935 100%
Key
F - In favour A - Against X - Abstaining Lx - List x
NV - Non-voter NE - Not expressed
Point 3.1
Proposal to approval two company share-based remuneration plans as per Article 114-bis of Legislative Decree No. 58/98: conferral of powers, resolutions thereon; Approval of the "2024-2026 Performance Share Plan";
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,606,935 | 100.000% | 63.002% |
| Against | 0 | 0.000% | 0.000% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 3.1
Proposal to approve two company share-based remuneration plans as per Article 114-bis of Legislative Decree No. 58/98: conferral of power, resolutions thereon; Approval of the "2024 - 2026 Performance Shares Plan";
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
| COBAS INTERNACIONAL, FI. | 925,775 | 5.575% | F | |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F | |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT | 16,040 | 0.097% | F | |
| DIMENSIONS GROUP INC INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP |
||||
| TRUST | 1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F |
Total voting
16,606,935 100%
Key
F - In favour
A - Against X - Abstaining
Lx - List x NV - Non-voter
NE - Not expressed
Point 3.2
Proposal to approval two company share-based remuneration plans as per Article 114-bis of Legislative Decree No. 58/98: conferral of powers, resolutions thereon; Approval of the "2024-2026 Restricted Share Plan".
| No. of shares | % shares represented at | % of share capital | |
|---|---|---|---|
| Shareholders' Meeting | |||
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions | |||
| (approval quorum): | 16,606,935 | 100.000% | 63.002% |
| Shares for which the DA | |||
| did not have instructions: | 0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,577,935 | 99.825% | 62.892% |
| Against | 29,000 | 0.175% | 0.110% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 3.2
Proposal to approve two company share-based remuneration plans as per Article 114-bis of Legislative Decree No. 58/98: conferral of power, resolutions thereon; Approval of the "2024- 2026 Restricted Share Plan".
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
| COBAS INTERNACIONAL, FI. | 925,775 | 5.575% | F | |
| COBAS LUX SICAV - COBAS INTERNATIONAL FUND | 55,485 | 0.334% | F | |
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
|---|---|---|---|---|
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | A |
Total voting
16,606,935 100%
Shares for which the DA did not have instructions:
Key F - In favour A - Against X - Abstaining Lx - List x NV - Non-voter NE - Not expressed
Point 4
Approval of the proposal for authorisation for the purchase of treasury shares in accordance with Article 2357 of the Civil Code
| No. of shares | % shares represented at Shareholders' Meeting |
% of share capital | |
|---|---|---|---|
| Meeting approval quorum | 16,606,935 | 100% | 63.002% |
| Shares for which the DA has voting instructions (approval quorum): |
16,606,935 | 100.000% | 63.002% |
| Shares for which the DA did not have instructions: |
0 | 0.000% | 0.000% |
| No. of shares | % voting attendees | % of share capital | |
|---|---|---|---|
| In favour | 16,606,935 | 100.000% | 63.002% |
| Against | 0 | 0.000% | 0.000% |
| Abstaining | 0 | 0.000% | 0.000% |
| Total | 16,606,935 | 100.000% | 63.002% |
Point 4
Approval of the proposal for authorisation for the purchase of treasury shares in accordance with Article 2357 of the Civil Code
List of participants voting through the Designated Agent Monte Titoli S.p.A. in the person on Mr. Giuseppe Morelli
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
|---|---|---|---|---|
| 3M CANADA COMPANY MASTER TRUST | 3,432 | 0.021% | F | |
| ACADIAN ALL COUNTRY WORLD EX US FUND | 5,198 | 0.031% | F | |
| ACADIAN GLOBAL EQUITY ABSOLUTE RETURN FUND LLC CO ACADIAN ASSET MANAGEMENT. LLC |
884 | 0.005% | F | |
| ACADIAN INTERNATIONAL SMALL CAP EQUITY II FUND LLC | 7,629 | 0.046% | F | |
| ACADIAN INTERNATIONAL SMALL CAP FUND | 48,472 | 0.292% | F | |
| ACADIAN INTERNATIONAL SMALL-CAP EQUITY CIT | 4,640 | 0.028% | F | |
| ACADIAN NON US MICROCAP EQUITY FUND LLC | 121,272 | 0.730% | F | |
| ACADIAN NON-U.S. SMALL-CAP EQUITY EXTENSION FUND LLC C/O ACADIAN ASSET MANAGEMENT LLC ACTING AS FUND |
22,689 | 0.137% | F | |
| ALASKA PERMANENT FUND CORPORATION | 23 | 0.000% | F | |
| ALTRIA CLIENT SERVICES MASTER RETIREMENT TRUST | 1,866 | 0.011% | F | |
| AMUNDI DIVIDENDO ITALIA | 165,000 | 0.994% | F | |
| AMUNDI SGR SPA / AMUNDI RISPAR MIO ITALIA | 71,207 | 0.429% | F | |
| AMUNDI VALORE ITALIA PIR | 117,000 | 0.705% | F | |
| ARROWST CAP GL EQ AEF NON FLIP | 134 | 0.001% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMIT. | 21,039 | 0.127% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LIMITED |
31,483 | 0.190% | F | |
| ARROWSTREET CAPITAL GLOBAL EQUITY ALPHA EXTENSION FUND LTD | 47,381 | 0.285% | F | |
| AXA WORLD FUNDS SICAV | 207,000 | 1.246% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 30 | 2,200 | 0.013% | F | |
| AZ FUND 1 AZ ALLOCATION PIR ITALIAN EXCELLENCE 70 | 40,000 | 0.241% | F | |
| AZ FUND 1 AZ EQUITY BEST VALUE | 221,273 | 1.332% | F | |
| AZ FUND 1-AZ ALLOCATION-ITALIAN LONG TERM OPPORTUNITIES | 13,667 | 0.082% | F | |
| AZIMUT CAPITAL MANAGEMENT SGR SPA | 8,000 | 0.048% | F | |
| BMO CANADA PENSION PLAN | 4,607 | 0.028% | F | |
| CC&L ALL STRATEGIES FUND. | 173 | 0.001% | F | |
| CC&L MULTI-STRATEGY FUND | 7,223 | 0.043% | F | |
| CC&L Q 140/40 FUND. | 750 | 0.005% | F | |
| CC&L Q EQUITY EXTENSION FUND | 302 | 0.002% | F | |
| CC&L Q GLOBAL EQUITY MARKET NEUTRAL MASTER FUND LTD | 2,234 | 0.013% | F | |
| CC&L Q INTERNATIONAL SMALL CAP EQUITY FUND | 701 | 0.004% | F | |
| CC&L Q MARKET NEUTRAL FUND | 568 | 0.003% | F | |
| CC&L U.S. Q MARKET NEUTRAL ONSHORE FUND II. | 13,804 | 0.083% | F | |
| CGN FUTURO SRL | 815600DD51B | 1,944,000 | 11.706% | F |
| CITI RETIREMENT SAVINGS PLAN | 9,886 | 0.060% | F | |
| CITY OF NEW YORK GROUP TRUST | 17,013 | 0.102% | F |
| COBAS GLOBAL FP. | 131,099 | 0.789% | F | |
|---|---|---|---|---|
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| COBAS INTERNACIONAL, FI. COBAS LUX SICAV - COBAS INTERNATIONAL FUND |
925,775 55,485 |
5.575% 0.334% |
F F |
|
| COBAS LUX SICAV - COBAS SELECTION FUND | 121,585 | 0.732% | F | |
| COBAS MIXTO GLOBAL FP. | 10,322 | 0.062% | F | |
| COBAS SELECCION FI. | 1,006,019 | 6.058% | F | |
| COBAS VALUE SICAV SA. | 16,206 | 0.098% | F | |
| COLONIAL FIRST STATE INVESTMENTS LIMITED | 10,842 | 0.065% | F | |
| COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES | ||||
| RETIR | 3,824 | 0.023% | F | |
| DIMENSIONAL FUNDS PLC | 17 | 0.000% | F | |
| DOLCAY INVESTMENTS LTD | 5,918 | 0.036% | F | |
| DWS MULTI ASSET PIR FUND | 29,000 | 0.175% | F | |
| ENSIGN PEAK ADVISORS INC | 44,056 | 0.265% | F | |
| EURIZON AZIONI ITALIA | 182,712 | 1.100% | F | |
| EURIZON AZIONI PMI ITALIA | 104,322 | 0.628% | F | |
| EURIZON FUND | 103,156 | 0.621% | F | |
| EURIZON PIR ITALIA - ELTIF | 97,909 | 0.590% | F | |
| EURIZON PIR ITALIA AZIONI | 23,000 | 0.138% | F | |
| EURIZON STEP 70 PIR ITALIA GIUGNO 2027 | 25,000 | 0.151% | F | |
| FONDO PENSIONE FONDENERGIA | 213800HJ715 | 16,928 | 0.102% | F |
| FORD PENSION UNIVERSAL | 5,516 | 0.033% | F | |
| FOVERUKA PENSION UNIVERSAL | 34,789 | 0.209% | F | |
| GENERALI SMART FUNDS | 37,000 | 0.223% | F | |
| GOLDMAN SACHS FUNDS | 44,513 | 0.268% | F | |
| HARCO A LIMITED | 5,109 | 0.031% | F | |
| IN ORBIT SPA | 14029441004 | 1,073,000 | 6.461% | F |
| INTERNATIONAL CORE EQUITY PORTFOLIO OF DFA INVESTMENT DIMENSIONS GROUP INC |
16,040 | 0.097% | F | |
| INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST |
1,253 | 0.008% | F | |
| ISHARES VII PUBLIC LIMITED COMPANY | 11,264 | 0.068% | F | |
| JHF II INT'L SMALL CO FUND | 3,244 | 0.020% | F | |
| JHVIT INT'L SMALL CO TRUST | 877 | 0.005% | F | |
| LEONARDO S.P.A. | 00881841001 | 7,809,307 | 47.024% | F |
| LMAP IRELAND ICAV-LMAP 910. | 692 | 0.004% | F | |
| LVIP DIMENSIONAL INTERNATIONAL CORE EQUITY FUND | 2,148 | 0.013% | F | |
| LYXOR FTSE ITALIA MID CAP PIR | 58,264 | 0.351% | F | |
| MARSHALL WACE MASTER FUNDS SPC-SP ALPHA PLUS FUND. | 10,241 | 0.062% | F | |
| MARYLAND STATE RETIREMENT PENSION SYSTEM | 2,073 | 0.012% | F | |
| MERCER UCITS COMMON CONTRACTUALFUND | 8,684 | 0.052% | F | |
| MERCER UNHEDGED OVERSEAS SHARES TRUST | 14,268 | 0.086% | F | |
| MGI FUNDS PLC | 11,330 | 0.068% | F | |
| MISSOURI EDUCATION PENSION TRUST | 18,107 | 0.109% | F | |
| MLC INVESTMENTS MLC LIMITED | 32,084 | 0.193% | F | |
| MONTANA BOARD OF INVESTMENTS | 57 | 0.000% | F | |
| MUL- LYX FTSE IT ALL CAP PIR | 3,417 | 0.021% | F | |
| NAV CANADA PENSION PLAN | 306 | 0.002% | F | |
| NEUBERGER BERMAN INVESTMENT FUNDS PLC | 18,644 | 0.112% | F | |
| OLD WESTBURY SMALL AND MID CAP STRATEGIES FUND. | 9,078 | 0.055% | F | |
| SPACE HOLDING SRL | 08187660967 | 1,075,670 | 6.477% | F |
| SPDR PORTFOLIO EUROPE ETF | 373 | 0.002% | F | |
| SPDR S&P INTERNATIONAL SMALL CAP ETF | 4,860 | 0.029% | F | |
| STATE OF NEW JERSEY COMMON PENSION FUND D | 3,658 | 0.022% | F | |
| STATE TEACHERS RETIREMENT SYSTEM OF OHIO | 5,720 | 0.034% | F | |
| STRATEGIC INTERNATIONAL EQUITY FUND | 656 | 0.004% | F | |
| TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS | 10,285 | 0.062% | F | |
| THE CONTINENTAL SMALL COMPANY SERIES NY | 74,766 | 0.450% | F | |
| TRUST II BRIGHTHOUSEDIMENSIONALINT SMALL COMPANY PORTFOLIO | 305 | 0.002% | F | |
|---|---|---|---|---|
| TWO SIGMA ABSOLUTE RETURN PORTFOLIO LLC | 64,893 | 0.391% | F | |
| Details | Tax/VAT No. | Shares | % of Voters | Vote |
| TWO SIGMA EQUITY RISK PREMIA PORTFOLIO LLC. | 2,600 | 0.016% | F | |
| TWO SIGMA EQUITY SPECTRUM PORTFOLIO LLC - EUROPE | 29,300 | 0.176% | F | |
| TWO SIGMA INTERNATIONAL CORE | 8,500 | 0.051% | F | |
| TWO SIGMA WORLD CORE FUND LP | 3,600 | 0.022% | F | |
| VANECK UCITS ETFS PLC | 7,727 | 0.047% | F | |
| VIRGINIA RETIREMENT SYSTEM | 1,521 | 0.009% | F | |
| VOYA MULTI MANAGER INTERNATIONAL SMALL CAP FUND | 5,271 | 0.032% | F |
Total voting
16,606,935 100%
Key
F - In favour A - Against
X - Abstaining
Lx - List x NV - Non-voter
NE - Not expressed