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Circle Group

Proxy Solicitation & Information Statement Apr 2, 2025

4371_def-14a_2025-04-02_4426394b-080b-489a-b45e-4665775f3c8c.pdf

Proxy Solicitation & Information Statement

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PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

and to Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency of COVID-19" ("Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by Article 3, paragraph 14-sexies, of Law no. 15 of 21 February 2025.ESCLUSIVOEND

In accordance with Art. 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 (the "Decreto Cura Italia") as amended and converted into Law no. 27 of 24 April 2020, as further extended by virtue of Article 3, paragraph 14-sexies, of Law n. 15 of 21 February 2025, the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Designated Representative. Pursuant to the abovementioned "Cura Italia" Decree, the Designated Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form.

Declaration of the Designated Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary and Extraordinary General Meeting of TREVI - FINANZIARIA INDUSTRIALE S.p.A. to be held at the Company's registered office on 13 May 2025, at 11:00 a.m., first call, and, if necessary, on second call on 14 May 2025 same place and time, as set forth in the notice of the shareholders' meeting published on the Company's website at www.trevifin.com in the section "Governance/Shareholders' Meetings" on 2 april 2025 and, in abridged form, in the Italian daily newspaper "Corriere della Sera" and having regard to the Reports on the items on the Agenda made available by the Company with this

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form

I, the undersigned (party signing the proxy) (Name and Surname)
(*)
Born in (*) On (*) Tax identification code or other identification if foreign (*)
Resident in (*) Address (*)
Phone No.
(**)
Email (**)
Valid ID document (type) (*)
(to be enclosed as a copy)
Issued by (*) No.
(*)

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

in quality of (tick the box that interests you) (*)

shareholder with the right to vote OR IF DIFFERENT FROM THE
SHARE
HOLDER

legal representative or subject with subject with power of sub-delegation
(copy of the documentation of the powers of representation to be enclosed)

pledge 
bearer 
usufructuary 
custodian 
manager 
other
(specify)
………………………………………………………………………………………………

Name Surname / Denomination (*)

(complete only if
the shareholder is
different from the
proxy signatory)
Born in (*) On (*) Tax identification code or other identification if foreign (*)
Registered office / Resident in (*)

Related to

No. (*) _ __ shares
_______
Registrated in the securities account
(1)
n. ___ at the custodian ___ ABI ______
e.g.: No. 3 ORDINARY shares IT0012345 (ISIN number)
(to be filled in with information regarding any further communications relating to deposits)
CAB ____
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998)
(2)
No.
_____
Supplied by the intermediary:
_______
No. (*) _ __ shares
_______
Registrated
in the securities account
(1)
n. ___ at the custodian ___ ABI __
CAB
___
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998)
(2)
No. ____

Supplied by the intermediary: _________
No. (*) _ ___ shares
_______
Registrated in the securities account
(1)
n. ___ at the custodian ___ ABI __
CAB
___
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998)
(2)
No. ____

Supplied by the intermediary: _________

DELEGATES/SUBDELEGATES MONTE TITOLI S.P.A. to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

  • the vote shall be exercised by the delegate/sub-delegate in accordance with specific voting instructions given by the undersigned delegator;

  • to have requested from the custodian the communication for participation in the Meeting as indicated above;

  • that there are no reasons for incompatibility or suspension of the exercise of voting rights;
  • (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (

Signature) *

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

VOTING INSTRUCTIONS (Part 2 of 2)

intended for the Designated Representative only - Tick the relevant boxes

The undersigned signatory of the proxy (Personal details)(3) __________________________________________________________________________________________________________

(indicate the holder of the right to vote only if different name and surname / denomination) __________________________________________________________________________________________________________

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of TREVI - FINANZIARIA INDUSTRIALE to be held at the Company's registered office on 13 May 2025, at 11:00 a.m. on first call and, if necessary, on second call on 14 May 2025 same place and time.

RESOLUTIONS SUBJECT TO VOTING

Please note that Shareholders can make additions to the Agenda and new proposals within the legal deadlines: Shareholders are invited to check updates of this form on the Issuer's website, in accordance with the provided resolutions.

Ordinary Part

1 Financial statements at 31 December 2024, accompanied by the Directors' Report, the Report of the Board of Statutory Auditors and the Report of the Independent Auditors. Presentation of the Consolidated Financial Statements at 31 December 2024 containing Sustainability Reporting. Proposed allocation of operating income. Related and consequent resolutions.

SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
2 Report on the remuneration policy and the remuneration paid:
2.1 approval of the first section of the report pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter of Italian Legislative Decree No. 58 of 24 February 1998;
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

2.2 resolutions pertaining to the second section of the report pursuant to Art. 123-ter, paragraph 6 of Italian Legislative Decree No. 58 of 24 February 1998.
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
3 Appointment of the Board of Directors for the financial years 2025 - 2027:
3.1 determination of the term of office of the Board of Directors;
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
3.2 appointment of the members of the Board of Directors;
Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.
SECTION
A
Indicate the number of the chosen list or against / abstained with
reference to all the lists
List no._ Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
3.3 determination of the remuneration of the members of the Board of Directors.
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain
4 appointment of the Board of Statutory Auditors for the financial years 2025 - 2027:
4.1 appointment of three Statutory Auditors and two Alternate Auditors;
Shareholders are invited to check the lists of candidates on the Issuer's website within the legal deadlines.
SECTION
A
Indicate the number of the chosen list or against / abstained with
reference to all the lists
List no._ Against Abstain

Abstain

TREVI - FINANZIARIA INDUSTRIALE S.p.A.

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain
4.2 appointment of the Chairman of the Board of Statutory Auditors;
SECTION A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
4.3 determination of the remuneration of the members of the Board of Statutory Auditors.
SECTION
A
Tick only one box:
Proposer: _____
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______
Against


Abstain

Extraordinary Part

proxy signatory

1 Proposed amendments to Articles 14, 15, 17, 18 and 29 of Association. Related and consequent resolutions:
SECTION A
Vote for the proposal of the Board of
Tick only one box:
Directors
In Favour Against Abstain
SECTION B and C
If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a
vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned
proxy signatory
 confirms the instructions  revokes the instructions Modify the instructions:

In favour ______

Against

Abstain

(Place and Date) * (

Signature) *

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

DIRECTORS' LIABILITY ACTION
In case of vote on a directors' liability action pursuant to art. 2393,
paragraph 2, of the civil code, proposed by the shareholders on the
occasion of the approval of the financial statements, the undersigned
appoints the Designated
Representative to vote as follows:
In Favour Against Abstain
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ----------- --------- ---------
IDIA

(Place and Date) * (Signature)

*

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

  • (1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.
  • (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  • (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

___________________________________________________________________________________________________________________________________________________________________

The proxy with the relating voting instructions shall be received together with:

  • a copy of an identification document with current validity of the proxy grantor or
  • in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

(in the event of a sub-proxy, the following must be sent to the Designated Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

  • i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Delega Assemblea_TREVI maggio 2025") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  • ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Delega Assemblea_TREVI maggio 2025"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail [email protected] (subject line: "Delega Assemblea_TREVI maggio 2025")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Monte Titoli's privacy policy is available at the link: Corporate Data and Legal Info | euronext.com

TREVI - FINANZIARIA INDUSTRIALE's privacy policy: https://trevifin.com/en/privacy-policy/

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