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Brunello Cucinelli — AGM Information 2018
Mar 16, 2018
4176_egm_2018-03-16_eec2b80a-1a95-47df-9876-525394d28992.pdf
AGM Information
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| Informazione Regolamentata n. 1264-11-2018 |
Data/Ora Ricezione 16 Marzo 2018 08:03:32 |
MTA | |
|---|---|---|---|
| Societa' | : | BRUNELLO CUCINELLI | |
| Identificativo Informazione Regolamentata |
: | 100358 | |
| Nome utilizzatore | : | BRUNECUCIN02 - De Angelis | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 16 Marzo 2018 08:03:32 | |
| Data/Ora Inizio Diffusione presunta |
: | 16 Marzo 2018 08:03:33 | |
| Oggetto | : | Notice of call of the 2018 Shareholders' Meeting |
|
| Testo del comunicato |
Vedi allegato.
BRUNELLO CUCINELLI S.P.A. Registered office: Corciano (PG), Solomeo, Viale Parco dell'Industria 5, Italy Fully paid-up share capital: €13,600,000 Tax code, VAT number and Perugia Companies Register no. 01886120540 R.E.A. no. 165936
NOTICE OF CALL OF ORDINARY
SHAREHOLDERS' MEETING
Shareholders entitled to attend and exercise their voting rights are called to an ordinary Shareholders' Meeting to be held at the Cucinelli Theatre in Via Giovine Italia 2, Solomeo (PG), Italy, in first call at 10.00 a.m. on 19th April 2018 and, if necessary, in second call on 26 th April 2018 at the same time and place, to discuss and adopt resolutions on the following
Agenda:
-
Financial statements for the year ended 31st December 2017, the reports of the Directors, of the Board of Statutory Auditors and of the external Auditors; presentation of the consolidated financial statements for the year ended 31st December 2017; resolutions pertaining thereto and resulting therefrom.
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Proposal for the allocation of net income; resolutions pertaining thereto and resulting therefrom.
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Remuneration Report pursuant to article 123-ter of Italian Legislative Decree no. 58/1998; resolutions pertaining thereto and resulting therefrom.
Information on the share capital of Brunello Cucinelli S.p.A.
At the time of issuance of this notice, the subscribed and paid-up share capital of Brunello Cucinelli S.p.A. is €13,600,000, consisting of 68,000,000 ordinary shares without nominal value, each of which gives the holder the right to cast one vote at the Company's ordinary and extraordinary Shareholders' Meeting. The Company does not own any treasury shares.
Attendance at the Shareholders' Meeting
Pursuant to article 10 of the Company's Bylaws and in compliance with the requirements of current legislation, anyone entitled to vote may attend the Shareholders' Meeting. Entitlement to attend the Shareholders' Meeting and exercise a voting rights is attested by a statement sent to the Company, by the intermediary on behalf of the person holding the voting rights on the basis of the evidence relating to the end of the accounting day of the seventh open market day (the "Record Date") prior to the date set for the Shareholders' Meeting in first call (namely 10th April 2018). Debit and credit entries recorded in the accounts subsequent to the Record Date are not taken into account for the purposes of the entitlement to attend the Shareholders' Meeting and exercise a voting rights. The intermediary's statement referred to above must be received by the Company by the end of the third open market day prior to the date set for the Shareholders' Meeting in first call (namely 16 th April 2018). Nevertheless the entitlement to attend the Meeting and exercise a vote shall remain valid for notifications received by the Company after the above deadlines, provided that they arrive earlier than the scheduled time of the Meeting.
People entitled to attend are kindly requested to arrive earlier than the scheduled time of the Meeting.
Representation at the Shareholders' Meeting
Anyone entitled to attend the Shareholders' Meeting may be represented by another person through the use of a proxy. The proxy form is made available at the Company's registered office in Solomeo and on its website http://investor.brunellocucinelli.com.
The proxy may be sent to the Company by registered letter with return receipt to the following address: Brunello Cucinelli S.p.A. – Legal and Corporate Affairs Department, Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy, or by certified electronic mail to the following address: [email protected].
If the representative delivers or sends to the Company a copy of the proxy, he or she must, under his or her own responsibility, attest to the identity of the delegating Shareholder and certify that the copy of the proxy conforms to the original.
The proxy containing voting instructions on all or some of the proposals on the agenda may be granted, without any cost to be borne by the delegating Shareholder, other than transmission or delivery expenses, to Società per Amministrazioni Fiduciarie "SPAFID" S.p.A. for the purpose designated by the Company pursuant to article 135-undecies of Italian Legislative Decree no. 58/1998.
The proxy has to be given by signing, either via signature or qualified electronic signature or ature, according to the laws and regulations in force, the applicable form available on the Company's web site http://investor.brunellocucinelli.com and at the Company's registered office and must arrive in original by the end of the second open market day prior to the date set for the Shareholders' Meeting, even if in second call (that is by the 17 th April 2018 or, if the Meeting will be held in second call, by the 24 th April 2018) together with a copy of the delegator's valid identity card or, in case the delegator is a legal entity, of the pro tempore legal representative or rather of any person with adequate entitlements, along with the adequate documentation to assess entitlements and powers to Spafid S.p.A. i) for proxies by signature via delivery or shipment by courier or registered letter (Foro Buonaparte 10, 20121 Milano) ii) for proxies by qualified electronic signature or ature via certified electronic mail to the address [email protected]. Within the same deadline, the proxy and the voting instructions are revocable. The proxy is not valid with regard to proposals for which have not been given voting instructions.
Exercising voting rights by correspondence
In compliance with article 11.2 of the Company's Bylaws, voting rights may be exercised by correspondence. The ballot papers are made available at the Company's registered office in Solomeo or on the Company's website http://investor.brunellocucinelli.com.
The vote by correspondence is cast directly by the holder, separately for each of the proposed resolutions. The completed and signed ballot papers must be received in a closed envelope by the Company within the end of the day preceding the Shareholders' Meeting in first call (namely by the 18 th April 2018) by registered letter with return receipt to the following address: Brunello Cucinelli S.p.A. - Legal and Corporate Affairs Department, Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy, or by certified electronic mail to the following address: [email protected].
Ballot papers arriving after the abovementioned deadline or unsigned will not be taken into account in determining whether the Meeting is duly formed or for voting purposes.
A vote may be revoked by means of a written statement brought to the Company's attention at least the day prior to the Shareholders' Meeting in first call sent via registered letter with return receipt to the following address: Brunello Cucinelli S.p.A. - Legal and Corporate Affairs Department, Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy or by an explicit declaration made by the person concerned in the Meeting.
Additions to the agenda
Pursuant to article 126-bis of Italian Legislative Decree no. 58/1998, Shareholders who, also jointly represent at least one fortieth of Company share capital may, within ten days from the publication of this notice of call of ordinary Shareholders' Meeting, ask for additional matters to be added to the agenda or proposals about the matters already included in the agenda, stating in their request the matters they are proposing to. Requests must be made in writing by registered letter with return receipt to the following address: Brunello Cucinelli S.p.A. - Legal and Corporate Affairs Department, Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy or by certified electronic mail to [email protected].
The request must be accompanied by the information needed to identify the Shareholders making the request and their total shareholding percentage, and a statement issued by the intermediaries pursuant to current legislation attesting the ownership of this holding. The Shareholders requesting additions to the agenda must prepare a report on the matters and/or on the proposals they are proposing for discussion. This report must be delivered to the Board of Directors by the final deadline provided for the filing of the request for additions. In case of additions to the agenda, the updated list of the matters to be discussed at the Shareholders' Meeting will be published by the same means of the notice hereby at least fifteen days prior to the date set for the Shareholders' Meeting in first call (namely 4 th April 2018).
Additions to the agenda cannot be admitted for matters on which the Shareholders' Meeting adopts resolutions, according to law, on proposals of Directors or on the basis of a plan or report the Directors have drawn up.
Right to raise questions
Pursuant to article 127-ter of Italian Legislative Decree no. 58/1998 Shareholders may also raise questions on matters on the agenda prior to the Shareholders' Meeting by sending these by registered letter to the following address: Brunello Cucinelli S.p.A. - Legal and Corporate Affairs Department, Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy or by notification made to the following certified electronic mail address: [email protected].
The request must be accompanied by the information necessary to identify the Shareholders making the request and a statement issued by the intermediaries pursuant to current legislation attesting that they are Shareholders.
Replies will be provided to the questions received before the Shareholders' Meeting at the latest during the Meeting itself.
In order to facilitate proceedings at the Shareholders' Meeting and the preparation of the Meeting, questions should be lodged by the 16 th April 2018.
Documentation
The documentation relating to matters on the agenda will be available in accordance with the procedures and time limits required by law at the Company's registered office in Solomeo at Viale Parco dell'Industria 5, 06073 Solomeo (PG), Italy, and at the Company's website http://investor.brunellocucinelli.com as well as on the "eMarket Storage" circuit ().
In particular, the Annual Financial Report together with the other documents referred to article 154-ter and 123-bis of the Italian Legislative Decree no. 58/1998, the Consolidated Non-Financial Disclosure provided by articles 3 and 4 of the Italian Legislative Decree no. 254/2016 and the Remuneration Report will be published by 28 th March 2018.
Shareholders are entitled to obtain a copy.
The Company's registered office in Solomeo is open to the public for consultation and/or for delivery of copies of the above mentioned documents between 8.00 a.m. to 5.30 p.m. on working days from Monday to Friday. The notice hereby has also been published on the Company's website http://investor.brunellocucinelli.com on the "eMarket Storage" circuit () and, in excerpt, on the newspapers "Il Sole 24 Ore" and "MF-Milano Finanza".
Solomeo, 16th March 2018
On behalf of the Board of Directors The Chairman and CEO (Cav. Lav. Brunello Cucinelli)