El.En.

AGM Information • May 5, 2020

Informazione Regolamentata n. 0481-30-2020		Data/Ora Ricezione 05 Maggio 2020 08:16:22	MTA - Star
Societa'	:	El.En.
Identificativo Informazione Regolamentata	:	131839
Nome utilizzatore	:	ELENN01 - Romagnoli
Tipologia	:	REGEM; 3.1
Data/Ora Ricezione	:	05 Maggio 2020 08:16:22
Data/Ora Inizio Diffusione presunta	:	05 Maggio 2020 08:16:23
Oggetto	:	Notice of calling of shareholders meeting
Testo del comunicato

Vedi allegato.

EL.EN. s.p.a. Registered office in Calenzano (FI), via Baldanzese n. 17 Capital underwritten and paid out 2.540.581,55 Euros divided into 19.542.935 ordinary shares Register of Companies (Firenze - Italy) and internal revenue code number 03137680488 --------------------

The shareholders are called upon to convene for an ordinary meeting at the company registered office in Calenzano, Via Baldanzese n. 17, at 10.00 am on June 4th 2020, for the first call and at 10.00 am on June 18th 2020, for the second call in order to vote on the following

AGENDA OF MEETING

1 – Approval of the annual financial report closed on December 31st 2019 and the manager's report. Presentation of the consolidated financial statement and consolidated non-financial statement.

2 – Report on the policy regarding remuneration and fees paid, ex art. 123-ter Legislative Decree no. 58 of 24 February 1998: approval of the first section of the Report pursuant to art. 123-ter, para 3-bis;

3 - Report on the policy regarding remuneration and fees paid, ex art. 123-ter Legislative Decree no. 58 of 24 February 1998: resolution about the second section of the Report pursuant to art. 123-ter, para 6;

3. – Appointment of the new Independent Statutory Auditors for the years 2021-2029 and setting of remuneration.

EXTRAORDINARY WAY OF TAKING PLACE OF THE 2020 SHAREHOLDERS' MEETING DUE THE HEALTH EMERGENCY FROM COVID-19

The Shareholders' meeting shall take place in full compliance with the requirements and instructions of the Decree Law 17 March 2020, No 18 ( "Decree 18/2020") as well as the decrees and/or directives adopted by the relevant authorities (national or regional) and in force as of the date of the Shareholders' Meeting. Therefore, intervention in the Shareholders' Meeting by those entitled to vote will only be allowed through the representative appointed by the Company.

To this end, the Company has appointed Computershare S.p.A. – with offices in Turin, Via Nizza 262/73, 10126 – to represent Shareholders under art. 135-undecies of Legislative Decree 58/1998 (the "TUF") and the aforementioned D. L. 18/2020 (the "Appointed Representative").

The physical participation of individual shareholders and delegates other than the Appointed Representative is therefore forbidden.

Shareholders wishing to attend the Meeting will therefore have to give the Appointed Representative the proxy referred to in the following relevant paragraph.

In accordance with Article 106, paragraph 2, of D. L. 18/2020, the legitimate persons (the members of the Social Bodies, the appointed Secretary and the Appointed Representative) may intervene (or exclusively) by means of telecommunications to ensure their identification, without the President, the Secretary and the Notary being in the same place. The Company will promptly notify any additional relevant requirements and instructions in connection with the way of taking place of the Meeting.

THE RIGHT TO ATTEND THE SHAREHOLDER'S MEETING AND THE RIGHT TO VOTE

The legitimate attendance of shareholders' meetings and the exercise of voting rights is confirmed by a statement to the Company from the authorized intermediary, in compliance with intermediary accounting records, on behalf of the person who has the right to vote.

This communication is made on the basis of the relative evidence at the end of the accounting day of the seventh market business day prior to the date set for the first call of this meeting, i.e., May 26th 2020, also called the record date.

Persons who are recognized as owners of shares only after the record date are not legitimated to attend the meeting or to vote at the meeting.

The communication from the intermediary must reach the Company by the end of the third trading day prior to the date set for the meeting, i.e., by June 1st 2020. This is without prejudice to legitimate attendance and voting if communication has reached the Company beyond the such terms, providing it has been received before the start of the meeting works.

PROXY FOR ATTENDANCE AND VOTING AT THE MEETING

According to art. 135-undecies TUF, every person legitimated to attend the meeting has to give to the Appointed Representative a written proxy with voting instructions on all or some of the proposals on the agenda by using the proxy form, electronic too, prepared by the same Appointed Representative in accordance with the Company and available on the Company's website at www.elengroup.com - Investor Relations/governance/documenti assembleari/ASSEMBLEA ORDINARIA/4 JUNE 2020 – 18 JUNE 2020.

The proxy shall be valid only for proposals on which voting instructions are conferred.

The proxy shall be submitted in compliance with the instructions contained in the proxy form and within the end of the second trading day prior to the date scheduled for the Shareholders' meeting, that is within June 2nd 202 for the first call and within June 16th 2020 for the second call.

The proxy and voting instructions may be cancelled within the time limit indicated hereinabove.

To give the proxy to the Appointed representative it is requested the communication from the authorized intermediary, attesting to the right to attend the Shareholders' Meeting and to vote: lacking such intermediary statement, the proxy shall be ineffective.

In addition, under Decree 18/2020, those who are entitled to attend the Shareholders' meeting and to vote and who do not wish to use the above mentioned mean of intervention to the meeting, may confer delegations and/or sub-delegations under art. 135-novies TUF. For this purpose, the delegation form model made available on the Company's website can be used.

The delegation and/or sub-delegation to the Appointed Representative contains voting instructions on all or some of the proposals relating to matters on the agenda, it is understood that the Appointed Representative will not submit any votes in the Shareholders meeting in relation to those proposals for which he has not received voting instructions. In the case of sub-delegation to the Appointed Representative, the sub-delegant must deliver to the Appointed Representative, following the instructions on the form, also a copy of the delegation received and the declaration with which it attests the compliance of the copy to the original and the identity of the delegate. In order to allow the Company and the Appointed Representative to receive and verify delegations and/or subdelegations in advance of the start of the meeting, it is recommended that legitimate persons send their delegations and/or sub-delegations by noon on the day before the date of actual holding of the meeting.

Delegation and voting instructions can be cancelled within the same terms and in the same way expected to be sent. No vote by electronic means is permitted.

The Designated Representative will be available for clarification or information at the following telephone number: 011-0923228, or at the e-mail address sedeto@computershare.it .

Shareholders are informed that the Company reserves the right to supplement and/or modify the above instructions in view of the necessary interventions as a result of the current epidemiological emergency situation from COVID-19 and its currently unforeseeable developments.

VOTING BY CORRESPONDENCE

In compliance with article 17 of the company by-laws it is permissible also to vote by correspondence, in conformity with the laws now in force. Shareholders entitled to attend the meeting may pick up their ballot at Company registered office or they can download it on the internet site, www.elengroup.com – in the section titled Investor Relations/governance/documenti assembleari/ ASSEMBLEA ORDINARIA 4 GIUGNO 2020 – 18 GIUGNO 2020 and, if for technical reasons they are unable to download it electronically, the ballot may be requested in hardcopy from the Company (tel. 0558826807; fax 0558832884) .

The sealed envelope containing the marked ballot with the date and signature along with the documents that prove the identity of the voter and, if necessary, the right to vote, must be received by El.En. s.p.a., Via Baldanzese n. 17, 50041 Calenzano (FI) – addressed to the attention of the President of the Board of Statutory Auditors – by 7 p.m. on June 3rd 2020. Votes that arrive after that date or for which legitimation to vote from the intermediary has not been received will not be taken into consideration. Voting by correspondence will be exercised directly by the owner and expressed separately for each of the motion proposals.

INTEGRATION OF THE AGENDA OF THE SHAREHOLDERS' MEETING

In compliance with art. 126-bis of D. Lgs. n. 58 of 1998 ("T.U.F."), the Shareholders, who individually or jointly account for one fortieth of the share capital may ask, within May, 15th 2020 (ten days after the publication of this notice), for the integration of the list of items on the agenda, specifying in the request, the additional items they propose or presenting proposed resolution on items already on the agenda, and in the request they should specify the additional subjects they propose and/or the discussions proposed.

It should be recalled that the agenda cannot be supplemented with items on which, in accordance with the law, the shareholders' meeting resolved on proposal of the administrative body or on the basis of a project or report prepared by it, other than those specified under article 125-ter, subsection 1 T.U.F..

The request to have additional subjects included must be presented in writing and sent by registered mail addressed to the registered office of the Company or sent by e-mail to elen@pec.uipservizi.it and must be accompanied by a report giving the reason for the proposed resolutions on the new items for which it proposes discussion or the reason relating to additional proposed resolutions presented on items already on the agenda

The certificate attesting the ownership of shares and of the quota of ownership that is necessary for the right to vote in compliance with. 126-bis T.U.F., para 1, must be demonstrated by a specific communication with effect on the date of the request, addressed by the intermediary to elen@pecserviziotitoli.it.

RIGHT TO SUBMIT PROPOSAL PURSUANT TO ART. 126-bis T.U.F., LAST SENTENCE

In addition, given the manner in which the meeting will take place due to the epidemic emergency, and that the intervention is allowed exclusively through the Appointed Representative, thus legitimate Shareholders who individually wish to make proposals for deliberation and voting on the topics on the agenda will have to submit them in writing by means of a registered letter addressed to the Company's headquarters or by e-mail to the elen@pec.uipservizi.it within May 20th 2020. The statement of ownership of the shares required to exercise the right of art. 126-bis, paragraph 1, last sentence, T.U.F. by the requesting shareholders must result from a specific communication effectively at the date of the request, addressed by the depository intermediary to elen@pecserviziotitoli.it. These proposals will be published without delay on the Company's website, in order to enable those entitled to vote to express themselves knowingly even taking into account these new proposals and to allow the Appointed Representative to collect voting instructions also on such new ones.

RIGHT TO SUBMIT QUESTIONS PRIOR TO THE SHAREHOLDERS' MEETING

In compliance with art. 127-ter T.U.F., all those with voting rights may submit questions on the items on the agenda even prior to the shareholders' meeting by sending a registered letter to the Company Registered office or by certified e-mail to elen@pec.uipservizi.it. All persons who can prove ownership of shares on May 26th 2020 (the record date) have the right to receive an answer. For this purpose, the intermediary must send to elen@pecserviziotitoli.it a specific communication stating the ownership of shares by the person making the request with effect on the date of the request. If the person who has the right to vote has requested from the intermediary the communication in order to attend the meeting, it will be necessary only to refer to this communication in the document containing the questions. Given the extraordinary way of taking place of the 2020 Shareholders' Annual Meeting, the questions related to the agenda and presented by legitimated persons must be received by May 26th 2020 and will be answered within June 1st 2020. The Company can provide a unified answer to questions with the same content.

DOCUMENTATION OF THE MEETING, DESCRIPTIVE REPORTS AND PROPOSALS FOR DISCUSSION

The documentation related to the discussions and the proposals in the agenda, including the report of the board of directors on each of the items on items of the agenda, the complete text of the proposals for discussion and all of the documents that will be submitted to the shareholders, is deposited and available to the shareholders at Company registered office and on the internet site www.elengroup.com in the section Investor Relations/governance/documenti assembleari/ ASSEMBLEA ORDINARIA 4 GIUGNO 2020 – 18 GIUGNO 2020 and on the authorized storage website , as follows:

a) within twenty-one days before the meeting, the annual financial report including all the documents as per art. 154-ter, sub-section 1, T.U.F.;

b) within twenty-one days before the meeting, the consolidated non-financial statement provided by art. 4, D. Lgs. 254/2016;

c) within twenty-one days before the meeting the report on remuneration ex art. 123-ter T.U.F. and art. 84-quater Issuers' Regulation;

d) within thirty days before the meeting, the board of directors report on items on the agenda of the meeting;

Shareholders may obtain a hard copy version of these documents at their own expense.

CAPITAL STOCK – TREASURY STOCK

It should be recalled that the capital stock of El.En. s.p.a., in the amount of 2.540.581,55 Euros is divided into 19.542.935 ordinary shares, each of which gives the right to vote. At this time the Company does not possess own shares.

Calenzano, May 5th 2020

For the Board of Directors The President – Ing. Gabriele Clementi

Internet site: www.elengroup.com

E-mail: finance@elen.it

SDIR (authorized dissemination of regulated disclosures system):