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Ferretti Group Proxy Solicitation & Information Statement 2023
6296_rns_2023-05-29_104f2684-8609-44db-b900-79674db52edc.pdf
Proxy Solicitation & Information Statement
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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this supplemental circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this supplemental circular.
If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Ferretti S.p.A. (the "Company"), you should at once hand this supplemental circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
SUPPLEMENTAL CIRCULAR
TO
THE CIRCULAR DATED APRIL 26, 2023 IN RELATION TO THE ELECTION OF THE BOARD OF STATUTORY AUDITORS AND ITS REMUNERATION AND SUPPLEMENTAL NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
This supplemental circular should be read together with the circular to Shareholders dated April 26, 2023 and the announcement of the Company dated May 18, 2023 in relation to, among other things, the adjournment of the annual general meeting.
A supplemental notice convening the adjourned annual general meeting (the "Adjourned Annual General Meeting") of the Company to be held virtually by electronic means on Tuesday, June 13, 2023 at 16:00 p.m. Hong Kong time (10:00 a.m. CEST time) is set out on pages AAGM-1 to AAGM-2 to this supplemental circular.
A second form of proxy for use at the Adjourned Annual General Meeting is also enclosed. The second form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com. Whether or not you are able to attend the meeting, you are requested to complete and return the second form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event no later than 4:00 p.m. Hong Kong time (10:00 a.m. CEST time), on Sunday, June 11, 2023, being 48 hours before the time appointed for the holding of the meeting. Please note that June 10, 2023 and June 11, 2023 are not working days in Hong Kong and Computershare Hong Kong Investor Services Limited's offices will not be open on these days for physical delivery of the proxy form. To be effective, all proxy appointments must be lodged with Computershare Hong Kong Investor Services Limited before the deadline. Completion and return of the second form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.
May 29, 2023
CONTENTS
Page
Guidance for the Adjourned Annual General Meeting ... ii
Definitions ... 1
Letter from the Board ... 3
Appendix I — Biographical Details of Statutory Auditors Proposed
for Election ... I-1
Notice of the Adjourned Annual General Meeting ... AAGM-1
- i -
GUIDANCE FOR THE ADJOURNED ANNUAL GENERAL MEETING
ATTENDING THE ADJOURNED AGM BY MEANS OF ELECTRONIC FACILITIES
The Adjourned AGM will be held virtually by electronic means only. The Company strongly encourages Shareholders to attend, participate and vote at the Adjourned AGM through online access by visiting the website — https://meetings.computershare.com/Ferretti2023AAGM (the “Online Platform”).
Both registered Shareholders and non-registered Shareholders can (i) attend the Online Adjourned AGM and vote by way of electronic means; or (ii) exercise their right to vote at the Online Adjourned AGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy.
By logging in the online platform, Shareholders will be able to view a live webcast of the Adjourned Annual General Meeting, submit questions, and cast vote in real-time. Shareholders participating in the Adjourned Annual General Meeting using the online platform will also be counted towards the quorum and they will be able to cast their vote and submit questions through the online platform.
The online platform permits a “split vote” on a resolution, in other words, a Shareholder casting his/her/its votes through the online platform does not have to vote all of his/her/its Shares in the same way (“For” or “Against”). In the case of a proxy, he/she can vote such number of Shares in respect of which he/she has been appointed as a proxy. Votes cast through the online platform are irrevocable once the voting session at the Adjourned Annual General Meeting ends.
Login Period
The online platform can be accessed from any location with internet connection by a smart phone, tablet device, or computer. The online platform will be opened for registered Shareholders and non-registered Shareholders to log in 45 minutes prior to the commencement of the Online Adjourned AGM, and only those Shareholders who have logged in 5 minutes before the start of the Online Adjourned AGM will be entitled to attend and vote at the Online Adjourned AGM, given that as a matter of Italian law, the Company has to announce at the commencement of the Adjourned Annual General Meeting the number of Shares and percentage present.
Login details for registered Shareholders
Shareholders should refer to the login details included in the Company’s notification letter sent on April 26, 2023 to attend the Adjourned AGM.
GUIDANCE FOR THE ADJOURNED ANNUAL GENERAL MEETING
Login details for non-registered Shareholders
Non-registered Shareholders who wish to attend and vote at the Online Adjourned AGM should (i) contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominees Limited through which their Shares are held (together, the “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Online Adjourned AGM, and (ii) provide their email address to their Intermediary before the time limit required by the relevant Intermediary.
Login details to access the online platform will be sent by Computershare Hong Kong Investor Services Limited to the email address of the non-registered Shareholder provided by the Intermediary. Any non-registered Shareholder who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 12:00 noon Hong Kong time (6:00 a.m. CEST time) on Monday, June 12, 2023 should reach out to Computershare Hong Kong Investor Services Limited for assistance. Without the login details, non-registered Shareholders would not be able to attend and vote using the online platform. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (i) and (ii) above.
Registered and non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the Online Adjourned AGM and do not disclose them to anyone else. Neither the Company nor its agents assumes any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise.
For enquiries regarding the login details to access the Online Adjourned AGM, please call Computershare Hong Kong Investor Services Limited on (852) 2862 8555 for assistance.
VOTING BY PROXY IN ADVANCE OF THE ONLINE ADJOURNED AGM
Shareholders are encouraged to submit their completed second proxy forms in advance of the Adjourned Annual General Meeting. Return of a completed second proxy form will not preclude Shareholders from attending and voting at the Adjourned Annual General Meeting should they subsequently so wish.
Submission of second proxy forms for registered Shareholders
The form of proxy dispatched with the Circular for use at the AGM is not applicable for the Adjourned AGM. As such, you are requested to complete and return the second proxy form enclosed with this supplemental circular. A copy of the second proxy form can also be downloaded from the websites of the Company at www.ferrettigroup.com and the Stock Exchange at
GUIDANCE FOR THE ADJOURNED ANNUAL GENERAL MEETING
www.hkexnews.hk. The second proxy form must be completed, signed and deposited at the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 16:00 p.m. Hong Kong time (10:00 a.m. CEST time), on Sunday, June 11, 2023, being 48 hours before the time fixed for the holding of the Adjourned Annual General Meeting or any adjournment thereof (as the case may be). Please note that June 10, 2023 and June 11, 2023 are not working days in Hong Kong and Computershare Hong Kong Investor Services Limited's offices will not be open on these days for physical delivery of the proxy form. To be effective, all proxy appointments must be lodged with Computershare Hong Kong Investor Services Limited before the deadline.
Appointment of proxy for non-registered Shareholders
Non-registered Shareholders should contact their Intermediary as soon as possible for assistance in the appointment of proxy.
If Shareholders have any enquiries pertaining to the arrangements for the Online Adjourned AGM, or the registration process, please contact the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited as follows:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Telephone: +852 2862 8555
Facsimile: +852 2865 0990
Website: www.computershare.com/hk/contact
- iv -
DEFINITIONS
In this supplemental circular, unless the context otherwise requires, the following expressions shall have the same meanings as set out below:
"Adjourned Annual General Meeting", "Adjourned AGM" or "Online Adjourned AGM"
the adjourned annual general meeting of the Company to be held virtually by electronic means only on Tuesday, June 13, 2023 at 16:00 p.m. Hong Kong time (10:00 a.m. CEST time) and any adjournment thereof
"Annual General Meeting" or "AGM"
the annual general meeting of the Company held on Thursday, May 18, 2023
"Board"
the board of Directors
"Board of Statutory Auditors"
the board of statutory auditors of the Company
"Business Day(s)"
day(s) (other than a Saturday or Sunday) on which licensed banks are open for business in Hong Kong and the Stock Exchange is open for business of dealing in securities
"Circular"
the circular to Shareholders dated April 26, 2023 in respect of matters to be considered at the Annual General Meeting
"Civil Code"
the Italian Civil Code (Codice Civile) enacted by Royal Decree No. 262 of March 16, 1942, as amended, supplemented or restated from time to time
"Company"
Ferretti S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock code: 9638)
"Director(s)"
the director(s) of the Company
"Dual Listing"
the potential dual listing of the Shares on the Stock Exchange and Euronext Milan, details of which are set out in the Circular
– 1 –
DEFINITIONS
| “Euro”, “EUR” or “€” | the lawful currency of the member states of the European Union participating in the third stage of the European Union’s Economic and Monetary Union |
|---|---|
| “Euronext Milan” | the Euronext Milan, organized and managed by Borsa Italiana |
| “Existing By-laws” | the existing By-laws of the Company adopted under an extraordinary part of the Shareholders’ meeting on March 14, 2022 |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region of the PRC |
| “Italian Consolidated Financial Act” | Italian Legislative Decree no. 58 of February 24, 1998, as amended from time to time |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time |
| “Share(s)” | ordinary share(s) with no nominal value in the share capital of the Company |
| “Shareholder(s)” | the holder(s) of Share(s) |
| “Statutory Auditor(s)” | the statutory auditor(s) of the Company |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
- 2 -
LETTER FROM THE BOARD
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
Non-executive Director, Honorary Chairman
Mr. Piero Ferrari
Non-executive Director, Chairman:
Mr. Tan Xuguang
Executive Director, Chief Executive Officer:
Mr. Alberto Galassi
Non-executive Directors:
Mr. Xu Xinyu
Mr. Li Xinghao
Ms. Lansi Jiang
Independent Non-executive Directors:
Mr. Hua Fengmao
Mr. Stefano Domenicali
Mr. Patrick Sun
Registered Office:
Via Irma Bandiera 62, 47841
Cattolica (RN)
Italy
Principal place of business in Hong Kong:
31/F, Tower Two
Times Square
1 Matheson Street
Causeway Bay
Hong Kong
May 29, 2023
To the Shareholders,
Dear Sirs or Madam,
SUPPLEMENTAL CIRCULAR
TO
THE CIRCULAR DATED APRIL 26, 2023 IN RELATION TO THE ELECTION OF THE BOARD OF STATUTORY AUDITORS AND ITS REMUNERATION AND SUPPLEMENTAL NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
1. INTRODUCTION
This supplemental circular should be read together with the Circular which contains, inter alia, the notice of which one of the agenda items is the election of the Board of Statutory Auditors and its remuneration. The purpose of this supplemental circular is to provide you with information relating to the election of Statutory Auditors at the Adjourned Annual General Meeting.
LETTER FROM THE BOARD
2. ELECTION OF THE BOARD OF STATUTORY AUDITORS
Reference is made to the Circular and the announcement of the Company dated May 18, 2023 in relation to, among other things, the adjournment of the Annual General Meeting for transacting the resolution in relation to the appointment of the Board of Statutory Auditors and its remuneration (the “Statutory Auditors Resolution”).
The term of the current Board of Statutory Auditors should expire on the date when the Shareholders’ meeting of the Company is convened to approve the financial statements for the year ended December 31, 2022. However, in view of the complexity of the Dual Listing, an assessment on the compliance requisites had required further evaluations and in-depth analysis in respect of the Board of Statutory Auditors to be elected and consequently, it was proposed at the Annual General Meeting that the Statutory Auditors Resolution be postponed and transacted at the Adjourned AGM. Therefore, the term of the current Board of Statutory Auditors effective until the appointment of the new Board of Statutory Auditors, pursuant to article 2400 of the Civil Code.
As some of the statutory auditor candidates have withdrawn their confirmation of nomination due to personal reasons, Ferretti International Holding S.p.A. (“FIH”) has submitted a new notice to the Company pursuant to Article 25.3 of the Existing By-laws (the “New Notice”) proposing that the following candidate shall be re-elected as effective statutory auditor of the Company for a period of three financial years at the Adjourned AGM. The candidate to be re-elected according to the New Notice is:
- Mr. Luigi Capitani, as the effective statutory auditor;
FIH further proposed in the New Notice that the following candidates should be elected for the first time as effective statutory auditors or alternate statutory auditors (as the case may be):
-
Mr. Luca Nicodemi, as the effective statutory auditor;
-
Ms. Giuseppina Manzo, as the effective statutory auditor;
-
Ms. Tiziana Vallone, as the alternate statutory auditor; and
-
Ms. Federica Marone, as the alternate statutory auditor.
It is understood that the list of candidates proposed by means of the New Notice is meant to fully replace the list of candidates previously proposed by FIH set out in the Circular.
LETTER FROM THE BOARD
In accordance with Article 25.4 of the Existing By-laws, FIH filed with the Company (a) the list of persons to be appointed as statutory auditors, (b) the curriculum vitae of each candidate, (c) confirmations from each candidate accepting his/her nomination and attesting, in his/her own responsibility, that there are no grounds for his/her ineligibility and incompatibility to act as a statutory auditor and that he/she satisfies the aforementioned integrity and independence requirements; and (d) the list of the offices as a member of the board or the board of statutory auditors held by the candidate in other companies. In contemplation of the Dual Listing, the candidates also confirmed to meet the requirements set out by the Italian Consolidated Financial Act and other laws and regulations applicable to companies listed on Euronext Milan.
Biographical details of the proposed statutory auditors and alternate auditors are set out in Appendix I to this supplemental circular.
3. BOARD OF STATUTORY AUDITORS' REMUNERATION
The aggregate remuneration of the Board of Statutory Auditors for each year of its three-year term will also be resolved at the Adjourned AGM.
Pursuant to the notice from FIH, it is proposed that the Shareholders shall approve the annual amount of (i) €40,000 for the chairman of the Board of Statutory Auditors, and (ii) €30,000 for each Statutory Auditor, in addition to reimbursement of expenses incurred by virtue of their offices.
4. SUPPLEMENTAL NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
A notice convening the Adjourned Annual General Meeting is set out on pages AAGM-1 to AAGM-2 to this supplemental circular.
5. SECOND PROXY FORM
Since the proxy form for use at the AGM (the "Original Proxy Form") does not contain the proposed resolution for the election of the board of statutory auditors under the New Notice as set out in this supplemental circular, a second proxy form has been prepared and is enclosed with this supplemental circular for use at the Adjourned AGM. The second proxy form is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.ferrettigroup.com.
Shareholders who have duly completed and returned the Original Proxy Form should note that the Original Proxy Form is no longer applicable to the Adjourned AGM. Shareholders are requested to complete and return the second proxy form in accordance with the instructions printed
LETTER FROM THE BOARD
thereon to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Adjourned AGM or its adjourned meeting.
A Shareholder who has not yet lodged the Original Proxy Form with the Company's registrar is requested to lodge the second proxy form if he or she wishes to appoint proxies to attend the Adjourned AGM on his or her behalf. In this case, the Original Proxy Form should not be lodged with the Company's registrar.
6. RECOMMENDATION
The Directors believe that the resolution set out in the notice convening the Adjourned Annual General Meeting are in the interests of the Group and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution to be proposed at the Adjourned Annual General Meeting.
Yours faithfully
By order of the Board
Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer
APPENDIX I
BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS
PROPOSED FOR ELECTION
BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS PROPOSED FOR ELECTION
Pursuant to Article 25.3 of the Existing By-laws, the Company received a notice from FIH, its controlling Shareholder, proposing that the following candidate should be re-elected as effective statutory auditor of the Company for a period of three financial years at the Adjourned AGM:
- Mr. Luigi Capitani, as the effective statutory auditor;
FIH further proposed in the New Notice that the following candidates should be elected for the first time as effective statutory auditors or alternate statutory auditors (as the case may be):
-
Mr. Luca Nicodemi, as the effective statutory auditor;
-
Ms. Giuseppina Manzo, as the effective statutory auditor;
-
Ms. Tiziana Vallone, as the alternate statutory auditor; and
-
Ms. Federica Marone, as the alternate statutory auditor.
It is understood that the list of candidates proposed by means of the New Notice is meant to fully replace the list of candidates previously proposed by FIH set out in the Circular.
As provided for by Article 25.6 of the Existing By-laws, the candidate to the effective statutory auditor office who receives the highest number of votes from the Shareholders at the Adjourned AGM will be automatically appointed as the chairman of the Board of Statutory Auditors of the Company for a period of three financial years. If two or more candidates receive the same highest number of votes, the Chairman will be elected by the Shareholders at the Adjourned AGM by a separate resolution.
Biographical details of each candidate are as follows:
Mr. Luigi Capitani, aged 57, has been a registered Chartered Accountant since 1993 and a registered Auditor since 1995. Mr. Capitani co-founded Studio Capitani Picone in 1994 where he has spent his entire career, specializing in corporate finance, M&A and insolvency transactions as well as private wealth management. He is a director and statutory auditor of numerous companies and, during the 2017-2018 academic year, served as an adjunct professor of accounting in the faculty of economics and commerce at the University of Parma. He is currently the chairman of the board of statutory auditors of several companies in Italy and had also served as a chairman or a member of the board of statutory auditors or directors of several companies in Italy previously.
APPENDIX I
BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS
PROPOSED FOR ELECTION
Mr. Luca Nicodemi, aged 50, is a registered Chartered Accountant and statutory auditor who specializes in advising accounting and tax aspects of private equity deals, financial and derivative products, structured finance transactions, securitisations, domestic and cross-border financing and M&A transactions. He is a key player to a number of significant cross-border M&A transactions involving both domestic and international groups such as NOMURA, Prada. Sp.A. and Ferroli Group. He is also a director, chairman and member of the board of statutory auditors for a number of multinational companies and has great involvement in charity work as well. He received the prestigious Capital Elite Award from the Italy-China Council Foundation in 2017 and 2020, respectively, in recognition of his advisory work and contribution to fostering collaborations and partnerships for Italian companies in China. Mr. Nicodemi holds a Bachelor of Arts degree from the Luigi Bocconi University in Milan.
Ms. Giuseppina Manzo, aged 42, has been a registered Chartered Accountant and statutory auditor since 2009. She is currently the chairlady of the board of statutory auditors of Unieuro S.p.A., a company listed on the Borsa Italiana and an alternate statutory auditor of Digital 360 S.p.A., a company listed on the Euronext Growth Milan. She also assumed the role of a statutory auditor for a number of companies from 2014 to 2022. Ms. Manzo is currently an advisor at Wepartner S.p.A. and has extensive experience in providing advisory and consulting work for companies with a focus on valuations, appraisals required by law, M&A work and dispute resolution support. She obtained her master's degree in economics from the Luigi Bocconi University in Milan in 2004 and obtained her executive master in corporate finance and banking from the SDA Bocconi School of Management in Milan in 2013.
Ms. Tiziana Vallone, aged 54, has been a registered Chartered Accountant and statutory auditor since 2004 and is experienced in advising both private and public companies from strategic, organizational and financial aspects, including but not limited to M&A advisory, corporate valuations and business and debt restructuring. She has been a partner of Gotha Advisory S.p.A. since 2016, which is an advisory firm specialised in M&A, IPO and corporate finance advisory work. She is also a board member and a statutory auditor of several companies in Italy. Ms. Vallone also holds a membership in several commissions and working groups such as the ODCEC Milano and the SASB Alliance. Ms. Vallone graduated from the State University of Bari with a bachelor's degree in economics in 1993 and a master's degree in corporate tax law from the Luigi Bocconi University in Milan in 1995.
Ms. Federica Marone, aged 47, has been a registered Chartered Accountant and statutory auditor since 2006. She is currently a statutory auditor of ICCA S.p.A. and ICCA Trade S.r.l.. Ms. Marone has been an associate of Studio Marone e Associati, Naples since 2007 and provides
- I-2 -
APPENDIX I
BIOGRAPHICAL DETAILS OF STATUTORY AUDITORS
PROPOSED FOR ELECTION
accounting and tax advisory work and opinions. She has also been conducting courses on tax law at University of Naples since 2013. Ms. Marone obtained her degree in economics and trade, legal curriculum at the University of Naples "Parthenope" in 2002.
-
for identification purpose only
-
I-3 -
NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
FERRETTIGROUP
Ferretti S.p.A.
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 09638)
NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the adjourned annual general meeting (the "Meeting") of Ferretti S.p.A. (the "Company") will be held virtually by electronic means on June 13, 2023 at 16:00 p.m. Hong Kong time (10:00 a.m. CEST time).
The Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution:
- To appoint the Board of Statutory Auditors and its Chairman, after determining the remuneration, on the basis of proposals of the Shareholders, related and consequent resolutions.
Yours faithfully
By order of the Board
Ferretti S.p.A.
Mr. Alberto Galassi
Executive Director and Chief Executive Officer
Hong Kong, May 29, 2023
Registered office:
Via Irma Bandiera 62
47841 Cattolica (RN)
Italy
Principal place of business in Hong Kong:
31/F, Tower Two, Times Square
1 Matheson Street
Causeway Bay
Hong Kong
- AAGM-1 -
NOTICE OF THE ADJOURNED ANNUAL GENERAL MEETING
Notes:
(1) The Meeting will be a virtual meeting. The period of the closure of the register of members of the Company for determining Shareholders eligible to attend the Adjourned AGM remain unchanged. Accordingly, Shareholders recorded on the register of members on Thursday, May 18, 2023 (record date) will be allowed to attend and vote at the Adjourned AGM. Shareholders attending the Meeting using the online platform will also be counted towards the quorum and they will be able to cast their vote and submit questions through the online platform. Please refer to the section headed “Guidance for the Adjourned Annual General Meeting” in the supplemental circular of the Company dated May 29, 2023.
(2) The ordinary resolution will be passed if the vote of more than 50% of the shares represented and entitled to vote at the Meeting is cast in favour of each of them.
(3) A shareholder entitled to attend and vote at the Meeting is entitled to appoint any other person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. As a matter of Italian law, it is not possible to appoint a director, statutory auditor or employee of the Company or any of its subsidiaries as proxy.
(4) Where there are joint registered holders of any share(s), any one of such persons may vote at the Meeting, either through online platform or by proxy, in respect of such share(s) as if he/she is solely entitled to, but if more than one of such joint holders be present at the Meeting through online platform that only one device is allowed per login or by proxy.
(5) In order to be valid, a second form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) and any other documents specified in the second proxy form itself, shall be deposited with the Company’s Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 16:00 p.m. Hong Kong time (10:00 a.m. CEST time), on Sunday, June 11, 2023, being 48 hours before the time fixed for the holding of the Meeting. Please note that June 10, 2023 and June 11, 2023 are not working days in Hong Kong and Computershare Hong Kong Investor Services Limited’s offices will not be open on these days for physical delivery of the proxy form. To be effective, all proxy appointments must be lodged with Computershare Hong Kong Investor Services Limited before the deadline. The second form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.ferrettigroup.com. The completion and return of the second proxy form shall not preclude shareholders from attending and voting online at the Meeting (or any adjournment thereof) if they so wish.
(6) The Chairperson of the Meeting will demand a poll on each of the resolutions submitted for determination at the Meeting. On a poll, every Shareholder who is present, or as represented by the proxy or corporate representative, shall have one vote for every share held by him/her.
- AAGM-2 -