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Exor N.V. AGM Information 2023

Jun 1, 2023

3840_iss_2023-05-31_517c19f0-9ef8-466e-899e-33d27cbc60bc.pdf

AGM Information

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Amsterdam, 31 May 2023

EXOR 2023 ANNUAL GENERAL MEETING APPROVED ALL THE RESOLUTIONS NITIN NOHRIA APPOINTED CHAIRMAN OF THE COMPANY

EXOR N.V. ("Exor" or the "Company") announces that all the resolutions proposed by the Board of Directors to the Annual General Meeting of Shareholders (the "AGM") held in Amsterdam were approved.

The AGM adopted Exor's 2022 annual accounts, expressed a positive advice with respect to the 2022 remuneration report and approved the Company's amended remuneration policy. A dividend distribution of €0.44 per outstanding share has been approved, for a total of approximately €100 million. The dividend will become payable on 6 June 2023 (ex-dividend date 2 June 2023) and will be paid to the shareholders of record as of 5 June 2023 (record date).

John Elkann was reappointed as executive director; Nitin Nohria was appointed as Senior nonexecutive director, while Sandra Dembeck and Tiberto Ruy Brandolini d'Adda were appointed non-executive directors: their curriculum vitae are attached hereto. Marc Bolland, Melissa Bethell, Laurence Debroux, Axel Dumas, Ginevra Elkann and Alessandro Nasi were also reappointed as non-executive directors. As previously announced, Mr. Andrea Agnelli has stepped down as of today from the Exor Board.

The AGM also authorized the Board of Directors to repurchase the Company's shares on the market up to a maximum number of shares equal to 10% of the Company's issued common shares and for 18 months from today, all in accordance with Dutch law and by the Company's Articles of Association. The AGM further authorized the Board of Directors to cancel any ordinary shares held, or to be held, as treasury stock, in order to optimise the capital structure of the Company and to create more flexibility to manage its capital.

The general meeting granted discharge to the directors from all liability in relation to the exercise of their duties in the financial year 2022. Finally, Deloitte Accountants B.V. was appointed as independent external auditor charged with the auditing of the annual accounts for the financial year 2024.

The voting results will be available on Exor's website (www.exor.com) in the next few days.

***

Following the AGM, Nitin Nohria is appointed Chairman of the Company and the composition of the committees is as follows:

Audit Committee: Laurence Debroux (Chair), Marc Bolland, Sandra Dembeck and Nitin Nohria.

Compensation and Nominating Committee: Marc Bolland (Chair), Axel Dumas and Nitin Nohria.

ESG Committee: Nitin Nohria (Chair), Melissa Bethell and Laurence Debroux.

BIOGRAPHICAL DETAILS OF NITIN NOHRIA

Nitin Nohria is the Distinguished Service University Professor at Harvard Business School. Previously he served as the school's tenth dean from 2010-2020. His intellectual interests center on leadership and corporate performance. He is co-author of 16 books and over 100 articles and cases.

He serves as the Executive Chairman of Thrive Capital (a NYC venture capital firm) and sits on the Board of Directors of Anheuser-Busch InBev, Bridgespan, Rakuten Medical, and the Board of Trustees of Massachusetts General Brigham.

Before joining the Harvard Business School faculty, Nohria received his Ph.D. (1988) from the Sloan School of Management, Massachusetts Institute of Technology, and a B. Tech. (1984) in Chemical Engineering from the Indian Institute of Technology, Bombay (which honored him as a Distinguished Alumnus in 2007).

BIOGRAPHICAL DETAILS OF SANDRA DEMBECK

Dr. Sandra Dembeck is CFO of Zalando SE, Europe's leading online fashion and lifestyle brand based in Berlin. She started her career in 1999 at McKinsey & Company where she spent 6 years first in Europe and later relocated to Hong Kong. In 2005 she joined C&A to start up their retail business in China followed by various CFO roles for C&A in Europe.

She joined Kingfisher Plc in 2014, first as CFO B&Q China before relocating to the UK to become CFO B&Q UK & Ireland. In 2018 she was appointed Deputy Group CFO for Kingfisher Plc. In April 2020, at the start of the Covid pandemic, she joined the world's largest caterer Compass Group Plc as Group Corporate Finance Director.

Sandra graduated in Business Administration from the University of Passau and holds a doctorate from the University of Konstanz.

BIOGRAPHICAL DETAILS OF TIBERTO RUY BRANDOLINI D'ADDA

Born in Lausanne (Switzerland) in 1948 and a graduate in commercial law from the University of Parma. From 1972 to 1974, Mr. Brandolini d'Adda gained his initial work experience in the international department of Fiat S.p.A. and then at Lazard Bank in London. In 1975, he was appointed Assistant to the Director General for Enterprise Policy at the European Economic Commission in Brussels.

In 1976 he joined Ifint, as General Manager for France. In 1985, he was appointed General Manager for Europe and then, in 1993, Managing Director of the Exor Group (formerly Ifint), where he also served as Vice Chairman from 2003 until 2007. He had extensive international experience as a main board director of several companies, including: Le Continent, Bolloré Investissement, Société Foncière Lyonnaise, Safic-Alcan, Château Margaux.

Mr. Brandolini d'Adda served as Director and then, from 1997 to 2003, as Chairman of the Conseil de Surveillance of Club Méditerranée. He served as Vice Chairman of Exor S.p.A., from 2009 to 2015, formed through the merger between IFI and IFIL Investments. Chairman of Exor S.A. Luxembourg from 2007 until 2017.

In 2004 he was appointed Chairman of the Conseil de Surveillance of Worms & Cie where he had served as Deputy Chairman since 2000. In 2005 he became Chairman and Chief Executive Officer of Sequana Capital (formerly Worms & Cie), then Chairman of the Board of Sequana from 2007 until 2013. He has been a member of the Board of Vittoria Assicurazioni S.p.A. from 2004 until 2010. He has also been a member of the Board of Société Générale de Surveillance (SGS) from 2005 to 2013. In addition, from 2015 to December 2019, he has been an independent Board Member of LumX Asset Management (Suisse) S.A. Mr. Brandolini is also an independent member of the Board of Directors of YAFA S.p.A. (which controlled Vittoria Assicurazioni S.p.A.)

He was appointed to the Board of Directors of Fiat S.p.A. in 2004 and became a member of the Board of Directors of Fiat Chrysler Automobiles N.V. in October 2014 until January 2021.

He was a Director of Giovanni Agnelli B.V. Mr. Brandolini d'Adda is Officier de la Légion d'Honneur.