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Brunello Cucinelli — AGM Information 2024
Apr 23, 2024
4176_agm-r_2024-04-23_10d73ffe-6880-487d-aaf1-fdd138916992.pdf
AGM Information
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| Informazione Regolamentata n. 1264-22-2024 |
Data/Ora Inizio Diffusione 23 Aprile 2024 17:38:19 |
Euronext Milan | |
|---|---|---|---|
| Societa' | : | BRUNELLO CUCINELLI | |
| Identificativo Informazione Regolamentata |
: | 189489 | |
| Utenza - Referente | : | BRUNECUCIN04 - Leonardi | |
| Tipologia | : | 1.1 | |
| Data/Ora Ricezione | : | 23 Aprile 2024 17:38:19 | |
| Data/Ora Inizio Diffusione | : | 23 Aprile 2024 17:38:19 | |
| Oggetto | : | Shareholders' Meeting 23th April 2024 | |
| Testo del comunicato |
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PRESS RELEASE
CASA DI MODA BRUNELLO CUCINELLI: Ordinary and Extraordinary Shareholders' Meeting
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
- Approved the 2023 financial statements, with net profit of EUR 108,343,971
- Approved the distribution of a Dividend of EUR 0.91 per share
- Approved the Report on Remuneration Policy for the financial year 2024 and expressed a favourable opinion on the Report on fees paid
- Approved the new 2024-2026 incentive plan based on financial instruments
- Authorised the purchase and disposal of treasury shares to service the "2022-2024 Stock Grant Plan" and the "2024-2026 Stock Grant Plan", after revocation of the previous resolution of the Shareholders' Meeting
- Approved the proposal to change the remuneration of members of the Board of Directors
- Approved amendments to Articles 12, 16, 17 and 18 of the Company's Bylaws: introduced the possibility of appointing multiple Vice Chairmen of the Board of Directors
Solomeo, April 23rd , 2024 – Today, the Ordinary and Extraordinary Shareholders' Meeting of Brunello Cucinelli S.p.A. – Casa di Moda operating in the luxury goods sector listed on the Italian Stock Exchange's Electronic Stock Market (now, Euronext) - chaired by Executive Chairman and Creative Director Cav. Lav. Brunello Cucinelli took place.
ORDINARY SHAREHOLDER'S MEETING
Financial Statements
The Shareholders' Meeting resolved to approve the financial statements as of December 31st , 2023 and to allocate the net profit for the year 2023 of EUR 108,343,971 as follows:
a) allocation of EUR 46,463,971 to retained earnings;
b) allocation to the shareholders of a dividend, for the financial year 2023, equal to EUR 0.91 for each ordinary share. Coupon number 10 will go ex-dividend on May 20th , 2024, with the Record Date set at May 21st, 2024 and with payment from May 22nd , 2024.
Report on Remuneration Policy and fees paid
The Shareholders' Meeting approved the first section of the Report on Remuneration Policy and fees paid, prepared by the Board of Directors pursuant to Article 123-ter, paragraph 3-ter, of Legislative Decree no. 58 of February 24th , 1998, with reference to the Company's Remuneration Policy for the financial year 2024.
The Shareholders' Meeting expressed, by non-binding vote, a favourable opinion on the second section of the aforementioned Report, pursuant to Article 123-ter, paragraph 6, of Legislative Decree no. 58 of February 24th , 1998.
New 2024-2026 Stock Grant Plan
The Shareholders' Meeting also resolved to approve the new incentive plan based on Brunello Cucinelli S.p.A. ordinary shares called "2024-2026 Stock Grant Plan" which, if the conditions are met, provides for the free assignment of Company's shares to CEOs and employees of the Company and its subsidiaries.

For further information concerning the "2024-2026 Stock Grant Plan", please refer to the report and the information document on the aforementioned Plan available on the Company's website (https://investor.brunellocucinelli.com/en/governance/shareholders-meetings/2024#docs).
Authorization to purchase and disposal of treasury shares
The Shareholders' Meeting revoked, for the portion not implemented, the authorization to purchase and dispose of the Company's treasury shares granted by a resolution of the ordinary Shareholders' Meeting on April 27th, 2023 and, at the same time, approved a new authorization to purchase and dispose of the Company's ordinary shares to service the "2022-2024 Stock Grant Plan" and the "2024-2026 Stock Grant Plan", according to the terms and conditions set forth in the proposal approved by the Board of Directors on March 14 th, 2024 and explained in the report available on the Company's website (https://investor.brunellocucinelli.com/en/governance/shareholders-meetings/2024#docs).
Change of the remuneration of members of the Board of Directors
The Shareholders' Meeting, after revocation of the Shareholders' Meeting resolution of April 27th , 2023 for the portion not implemented, resolved to change the current gross annual remuneration of the members of the Board of Directors, as well as the attendance fee for participation in each meeting of the said board, for the remaining period of time that the Board of Directors will remain in office, i.e. until the date of the Shareholders' Meeting called to approve the Company's financial statements as at December 31st, 2025.
EXTRAORDINARY SHAREHOLDER'S MEETING
Amendments to Articles 12, 16, 17 and 18 of the Company's Bylaws for the introduction of the possibility of appointing multiple Vice Chairmen of the Board of Directors
In its extraordinary session, the Shareholders' Meeting resolved to approve amendments to Articles 12, 16, 17 and 18 of the Company's Bylaws to introduce the possibility for the Board of Directors of appointing multiple Vice Chairmen.
For further information, please refer to the report of the Board of Directors available at the Company's registered office, as well as on the Company's website (https://investor.brunellocucinelli.com/en/governance/shareholders-meetings/2024#docs) and to the new text of the Company's Bylaws which will be made available on the Company's website within the terms provided for by applicable regulations.
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The manager charged with preparing the company's financial reports, Dario Pipitone, declares, pursuant to and for the purposes of Article 154-bis, paragraph 2, of Legislative Decree No. 58 of 1998, that the information contained in this press release corresponds to the document results, books and accounting records.
The minutes of the Shareholders' Meeting of Brunello Cucinelli S.p.A. will be made available to the public in the manner and within the time required by current regulations.
Brunello Cucinelli S.p.A. is an Italian Casa di Moda founded in 1978 by the eponymous designer and entrepreneur and is listed on the medium and large companies stock exchange (MTA) of Borsa Italiana. Long rooted in the medieval Umbrian hamlet of Solomeo, the company is guided by an entrepreneurial philosophy that focuses on the major themes of "Harmony with Creation", respect for the dignity of every living being, and the pursuit of balanced
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growth in full accordance with the ethical values embodied in the founding principles of Humanistic Capitalism and Human Sustainability.
Initially specialising in the production of cashmere of the highest quality, the brand has expanded to include a lifestyle and ready-to-wear and casual chic offer, expressing a refined, discreet, yet versatile and everyday style. The collections seek to interpret the most authentic spirit of the Italian way of life, recreating with passion and ethics a taste perpetually balanced between elegance, creativity, contemporaneity and craftsmanship, one rooted in the values of tailoring and high craftsmanship peculiar to the Italian tradition and the Umbrian region, and deftly combined with an emphasis on innovation and contemporary style. Through a path of healthy, fair and sustainable development, the company seeks to generate profits with integrity and harmony, while respecting the moral and economic dignity of people who work for our company.
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Contacts: Investor Relations & Corporate Planning Pietro Arnaboldi Brunello Cucinelli S.p.A. Tel. +39 075/69.70.079 Media Vittoria Mezzanotte Brunello Cucinelli S.p.A. Tel. +39 02/34.93.34.78
Corporate website: www.brunellocucinelli.com