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Fila — AGM Information 2024
Feb 12, 2024
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AGM Information
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REGISTER NO. 16020 FILE NO. 10215
SHAREHOLDERS' MEETING MINUTES
OF THE LISTED COMPANY
F.I.L.A. - FABBRICA ITALIANA LAPIS ED AFFINI SOCIETA' PER AZIONI
OF JANUARY 22, 2024
ITALIAN REPUBLIC
In the year two thousand and twenty-four, on the twenty-ninth day of January, at twelve o'clock
January 29, 2024 - 12PM
In Milan, at the office at Via Giotto 9,
I, the undersigned Mr. Gianluca Gonzales, Notary in Carate Brianza, enrolled in the Register of Notaries of Milan, at the request of Mr. Giovanni Gorno Tempini, born in Brescia on February 18, 1962 and resident in Milan, at via Puccini 1, in his capacity as Chairperson of the Board of Directors of the joint-stock company
"F.I.L.A. - FABBRICA ITALIANA LAPIS ED AFFINI SOCIETA' PER AZIONI"
with registered office in Pero at the address Via XXV Aprile 5, with subscribed, paid-in capital of Euro 46,985,772.68, and approved capital of Euro 47,736,706.00, duration limited to December 31, 2100, tax code, VAT number and registration number with the Milan, Monza Brianza and Lodi Companies Register 08391050963, Economic & Administrative Index No. MI-2022589
REGISTERED TAX AGENCY TERRITORIAL OFFICE of MONZA AND BRIANZA
February 2, 2024 at No. 3221 Series 1T Paid € 245.00 of which: I. Register € 200.00 I. Stamp € 45.00
proceeds to prepare and sign, pursuant to Article 2375 of the Civil Code, the minutes of the Shareholders' Meeting of the aforementioned company, held on January 22, 2024 in Pero, at UNAHotels Expo Fiera, Via Keplero No. 12. The shareholders' meeting was convened in single call for January 22, 2024 at the above location, at 11AM, by means of a notice published on the company's website (www.filagroup.it) on December 22, 2023, in excerpt form in the daily newspaper Milano Finanza on December 23, 2023 and made available on the authorised storage mechanism that may be consulted from the website on the date of December 22, 2023. The notice was subsequently supplemented on December 29, 2023 by the company as per the communication made available on the same storage mechanism on December 29, 2023.
I, a notary, asked to draw up the minutes of the above Shareholders' Meeting in the form of a public deed, therefore do hereby certify and attest that the above company's Shareholders' Meeting was held on January 22, 2024 in Pero at UNAHotels Expo Fiera, Via Keplero 12, starting at 11.05AM, with regard to the following
AGENDA
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Proposal to distribute an extraordinary dividend to be taken from available reserves; resolutions thereon;
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Appointment of the independent audit firm for the period 2024-2032 pursuant to Legislative Decree No. 39/2010 and Regulation (EU) No. 537/2014 and determination of the relative remuneration; resolutions thereon.
I thus acknowledge that the proceedings of the Shareholders' Meeting were conducted as follows:
At 11.05AM, Mr. Giovanni Gorno Tempini, in attendance, takes up the chair of the session pursuant to Article 10.5 of the By-Laws in his aforementioned capacity as Chairperson of the Board of Directors. The Chairperson, calling the session to order, extends a warm welcome to the attendees, personally and on behalf of the Board of Directors and Board of Statutory Auditors, and thanks everyone for taking part in the session. Then, pursuant to the final paragraph of the same Article 10.5 of the By-
Laws, he designates me, a notary, to act as secretary.
He notes that:
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for the Board of Directors, in addition to the Chairperson, Chief Executive Officer Massimo Candela and Directors Carlo Paris, Giorgina Gallo and Annalisa Matilde Elena Barbera attend;
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for the Board of Statutory Auditors, the Chairperson Gianfranco Consorti and the Statutory Auditors Pietro Michele Villa and Sonia Ferrero attend;
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a number of employees, collaborators and consultants of the Company are present in an auxiliary capacity to support the meeting's technical and organisational requirements, as permitted by the Chairperson;
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the Shareholders' Meeting was called in single call for January 22, 2024 in the above location, at 11AM, by notice published on the Company's website (www.filagroup.it) on December 22, 2023, and in excerpt form in the newspaper "Milano Finanza" of December 23, 2023, and made available via the authorised storage facility "eMarket SDIR" (available at the address ) on December 22, 2023, with this notice subsequently supplemented by the company on December 29, 2023;
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the share capital amounts to Euro 46,985,772.68 and is divided into 51,058,297 shares, of which 42,976,441 ordinary shares and 8,081,856 special class B shares, all without par value; in particular, he notes that the special class B shares are all multivote shares, conferring three voting rights each;
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the Company holds 330,766 ordinary treasury shares whose voting rights are suspended pursuant to Article 2368, paragraph 3 of the Civil Code, as referred to in Article 2357-ter, paragraph 2, last paragraph of the Civil Code;
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in consideration of the foregoing, at today's date, 66,891,243 votes are therefore exercisable at the Shareholders' Meeting;
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the ordinary shares of the Company have been admitted for trading on the Euronext Milan, Euronext Milan STAR segment, a regulated market organised and managed by Borsa Italiana S.p.A.;
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the Company has not received requests to add items to the Agenda within the terms allotted by Article 126-bis of the CFA, nor any new motions on the items on the Agenda.
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no applications were received by the Company from shareholders prior to the Meeting pursuant to Article 127-ter of the Consolidated Finance Act;
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that voting may not take place through correspondence or electronic means.
The Chairperson informs the shareholders that at 11.10AM there were 164 eligible participants at the Shareholders' Meeting, totalling 30,254,483 shares, of which 8,081,856 B Shares with multi-voting rights, (representing a total of 59.225% of the shares constituting the nominal share capital and 69.052% of the total voting rights; excluding from the calculation of the resolution quorum the 330,766 treasury shares held by the Company as of the date of today's meeting, pursuant to Article 2368, paragraph 3, of the Civil Code, as recalled by Article 2357, paragraph 2, final paragraph, of the Civil Code, the percentage of voting rights present is 69.394% of exercisable voting rights).
He also notes that:
- as stated in the notice of the meeting, the Company has designated "Monte Titoli S.p.A." as the entity to which to submit proxy authorisation and voting instructions pursuant to Article 135-undecies of the Consolidated Finance Act and made the form for granting proxy authorisation available on its website and at its registered office, and that no proxy authorisation was granted to the above company within the legally
allotted period;
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the same "Monte Titoli S.p.A.," through its representative, has, to the extent necessary, disclosed that it does not, in any case, fall under any of the conditions of conflict of interest indicated in Article 135-decies of the CFA;
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no proxy solicitations pursuant to Article 136 and subsequent of the CFA have been made with regard to today's Meeting;
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in accordance with the applicable provisions, a list of the names of the participants in the Shareholders' Meeting, directly or through proxies (including the name of the principal and the proxy) will be appended to these minutes; this list will specify the shares for which notice has been given by the intermediary to the issuer pursuant to Article 83-sexies of the CFA and indicate the presence of the voter for each polling and the vote cast, with the relevant number of shares and an account of any persons who left the area prior to each polling. Any pledgees or usufructuaries participating in the meeting will also be included in the above appendix.
The Chairperson therefore declares the Shareholders' Meeting validly constituted, in ordinary session and in single call, to deliberate on the matters on the Agenda.
He states that, during the Shareholders' Meeting, before each vote, he will announce the updated attendance details, and the results of the polling will be published according to the legal terms.
He also notes that:
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as recommended by CONSOB, analysts, qualified experts and journalists have been informed of the Shareholders' Meeting, invited and enabled to follow the proceedings;
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to the best of the Company's knowledge, as an SME as per Article 1, paragraph 1, letter quater-1, of the CFA, based on the shareholders register and the communications received in accordance with Article 120 of the Consolidated Finance Act and other information available, the shareholders directly or indirectly holding more than 5% of the subscribed share capital with voting rights are as follows:
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Massimo Candela owns 38,573 ordinary shares directly and 11,628,214 ordinary shares and 8,081,856 special B shares indirectly through the subsidiary Pencil S.r.l.
The Chairperson reminds the shareholders that pursuant to Article 120 of the CFA, shareholders who directly or indirectly hold more than 5% of the Company's share capital but have failed to disclose this situation to the Company and Consob may not exercise the voting rights attached to the shares for which the disclosure has not been provided;
The Chairperson then announces that, to the best of the Company's knowledge, no material shareholder agreements have been entered into pursuant to Article 122 of the CFA as at the date of the Meeting.
He then asks the shareholders to disclose the existence of any other shareholders' agreements pursuant to Art. 122 of the CFA:
there are no contributions.
The Chairperson also recalls attention to Article 122 of the CFA, and particularly the fourth paragraph of that same Article, which provides that voting rights relating to listed shares for which the publication obligations have not been discharged pursuant to the first paragraph of that same Article 122 of the CFA may not be exercised, and asks the participants to disclose any situations that entail exclusion of the exercise of voting rights, including pursuant to Article 120 of the CFA:
there are no contributions.
The Chairperson continues with the process of calling the meeting to order, noting that:
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a system to produce an audio and video recording of the business of the Shareholders' Meeting is in operation - as permitted by the Chairperson - to assist the preparation of the minutes of the session, where appropriate;
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the responsible persons identified by the Chairperson have ascertained the right of those with voting rights or their proxies to attend, their identities or those of their representatives and the regularity of the proxy authorizations, which have been archived in the Company's records;
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no entitled parties have exercised the faculty to submit questions before the Shareholders' Meeting pursuant to Article 127-ter of the Consolidated Finance Act, according to the terms and conditions indicated in the notice of the meeting;
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the minutes will also contain a summary of everything that has been said, the answers given to any questions, and the statements made, in accordance with applicable law.
He states that the Company has discharged all the obligations – including of an informational nature – provided for by law in respect of the matters on the agenda.
The Chairperson further states that upon their admittance the participants were given a set of copies of the following documents helpful to better following the proceedings:
- the shareholders' meeting regulations;
- the call notice;
- the current By-Laws;
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the privacy policy;
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the explanatory reports of the Board of Directors on the proposals concerning matters on the Agenda, prepared in accordance with Article 125-ter of the CFA;
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the Board of Statutory Auditors' recommendation of November 10, 2023.
In addition, all the above documents were also made available to the public at the registered office of the company, on the company website (www.filagroup.it), through Borsa Italiana S.p.A. and via the authorised "eMarket SDIR" storage mechanism at the address .
Since the publication obligations mentioned above have been fulfilled for all documentation relating to two items on the agenda and the said documentation is available to all participants, the Chairperson proposes that a full reading of all the documentation, for both items on the agenda, be omitted, and that only the draft resolutions included in the Board of Directors' illustrative reports be read out.
No opposition is expressed.
The Chairperson informs the shareholders that polling will be conducted by show of hands, while reserving the right to request personal particulars in the interest of completeness of information and better reporting of voting.
Any proxies in attendance are permitted to cast differentiated votes, by informing the persons responsible for counting and checking votes.
In accordance with the Shareholders' Meeting Regulations, which were circulated to the participants with the set of documents mentioned above and published on the Company's website, in order to comply fully with the provisions governing the right to ask questions during the Shareholders' Meeting, the Chairperson informs the shareholders that the procedure will be as follows:
1) addresses and responses must be limited to a maximum of two (2) minutes;
2) questions submitted in writing in the course of the proceedings will be answered once all addresses have been completed; where questions have identical content, a single response will be given to them once all addresses have been completed;
3) any questions included in the oral address delivered during the debate phase will
also be answered once all addresses have been completed, on the basis of what has effectively been understood during the oral statement.
At this point, the Chairperson once again requests that those present state whether they may be in any situations of exclusion of voting rights in accordance with applicable legislation.
No-one wishes to speak.
Since attendees may continue to enter the room where the proceedings are being held, he clarifies that he will announce the capital present again when each voting takes place, specifying that the list of participants by name in the minutes will also reflect the arrival and departure of participants.
He notes that, pursuant to Regulation (EC) No. 679/2016 of the European Parliament and the Council (the "GDPR"), the details of the shareholders and other attendees of the Shareholders' Meeting are collated and processed by the Company exclusively for the execution of the Shareholders' Meeting and corporate requirements provided for in applicable legislation.
The Chairperson, at this point, at 11.20AM, moves to considering the first item on the agenda, as stated "Proposal to distribute an extraordinary dividend to be taken from available reserves; resolutions thereon;".
With reference to this first item on the Agenda, the Chairperson informs the shareholders that the listing process of the Indian investee DOMS Industries Limited was recently finalised under which Fila, as the selling shareholder, placed 10,126,582 shares of DOMS Industries Limited for a total consideration of approx. Euro 88.0 million.
In the light of the aforementioned extraordinary liquidity event, the Board of Directors, with a view to aligning the interests of Fila's shareholders with the achievement of the company objectives and the sharing of the related benefits, having examined the statement of financial position at September 30, 2023 (in particular with regard to the available reserves of Euro 231,507 thousand, with a positive result of Euro 19,920 thousand) and having obtained the necessary authorisations from the credit institutions, deemed it appropriate to submit to the Shareholders the distribution, from the Retained Earnings reserve, of an extraordinary dividend of Euro 0.58 for each F.I.L.A. S.p.A. (ordinary and special) share that will be in circulation on the coupon date (net of treasury shares in portfolio on that date).
Therefore, considering the 51,058,297 F.I.L.A. S.p.A. shares outstanding as of today, less the 330,766 treasury shares held by Fila, the total maximum amount of the proposed dividend would be Euro 29,421,967.98. In light of the statement of financial position outlined above, in addition to the projected receipt of proceeds from the aforementioned sale of DOMS Industries Limited shares in the context of the latter's listing, the Company has liquidity that allows it to make the distribution, where approved by the Shareholders' Meeting and without jeopardising its equity, financial and operating equilibrium; this outlay does not impact the repayment plan of the outstanding bank loan and is in line with the objectives of reducing the leverage ratio.
The Chairperson states also to shareholders that the Company is not in the situation referred to in Article 2433(3) of the Civil Code.
The Chairperson reminds the shareholders that the Board of Directors' Illustrative Report on this Agenda item made available to the shareholders and distributed herein details the data referred to above and in particular the Company's shareholders' equity as reported, respectively, in the financial statements at December 31, 2022 and in Fila's statement of financial position at September 30, 2023; in addition, referring to the provisions of Article 2427, paragraph 7-bis, of the Civil Code, the relative possi-
bility of use and availability is indicated for each item, as well as the total amount of reserves distributable to shareholders.
The Chairperson recalls in particular that the financial statements at December 31, 2022 presented shareholders' equity, including the net profit for the year, amounting to Euro 296,503 thousand and available reserves totalling Euro 221,065 thousand (of which Euro 211,668 thousand were available for distribution to shareholders), while the statement of financial position at September 30, 2023 presented total shareholders' equity of Euro 310,024 thousand and available reserves totalling Euro 231,507 thousand (of which Euro 222,110 thousand were available for distribution to shareholders).
The extraordinary dividend proposed for distribution will be paid on January 31, 2024, with coupon date of January 29 and record date, pursuant to Article 83 terdecies of the CFA, of January 30, 2024.
After completing his report, the Chairperson invites me, a notary, to read out the draft resolution on this subject. Accordingly, I address the meeting and have read out the relevant draft resolution:
"The Ordinary Shareholders' Meeting of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A.,
― noting that the financial statements at December 31, 2022, approved by the Shareholders' Meeting of April 21, 2023, report available and distributable reserves, which allow for the distribution of dividends as proposed;
― given the statement of financial position at September 30, 2023, which shows that the value of the above reserves has not changed significantly;
― having reviewed the Board of Directors' Illustrative Report;
resolves
1. to distribute to the shareholders, from the Retained Earnings reserve, an extraordinary dividend of Euro 0.58 for each F.I.L.A. S.p.A. share (ordinary and special) in circulation on the coupon date (net of treasury shares in portfolio on the record date indicated in point 2 of this resolution);
2. to stipulate that the coupon date, the date of entitlement to the payment of the dividend (record date) and the payment date, shall be January 29, January 30 and January 31, 2024, respectively;
3. to grant the Board of Directors and, on its behalf, the Executive Directors, severally, all the broadest powers to concretely and fully implement the above resolutions in compliance with the applicable regulations.
After I, a notary, have finished reading out the draft resolution, the Chairperson invites those who wish to speak to address by meeting, stating their names, noting that they are not to exceed two minutes, in order to allow all those interested to speak.
The representative of Amber Capital, Mr. Arturo Albano, takes the floor, who, after greeting the Chairperson and all those present, congratulates the Board of Directors on the excellent result achieved through the listing of DOMS in India; this listing represents a great success that, in the speaker's opinion, has not been fully grasped by the market, perhaps as considered a partially unexpected result.
He continued his remarks by asking what plans there are to allocate the consideration received from the listing of DOMS in India, net of the Extraordinary Shareholders' Meeting dividend whose distribution is being discussed at today's meeting, asking in particular whether a portion of that amount will be allocated to debt leverage reduction; he also asked what the company's vision is for the year 2024 and why, despite the success of the latest initiative in India, the market does not take sufficient account of it.
Responding to the questions posed by Amber Capital's representative was the company's Chief Executive Officer Mr. Massimo Candela who, after thanking Mr. Arturo Albano for his remarks, confirmed that the transaction in India was a success that went beyond expectations: certainly the transaction benefited greatly from the socalled "country effect" as the Indian market has great growth expectations: DOMS is a company that is "over performing" the market and will surely become an industry leader. This is driven also by the very high number of children in India.
The Chief Executive Officer also reports that Fila has retained a 30.6% stake in DOMS, which will enable it to participate adequately in the success that DOMS will have on the Indian market.
With regard to the use of the consideration received, net of the dividend to be considered by this Shareholders' Meeting, he reports that the remainder will be used to reduce the company's debt; in particular, thanks in part to specific agreements made with the various credit institutions with which the company retains relationships, it was decided to repay primarily those debt lines that are more onerous for FILA, and in particular will go to settle the debt lines opened in Mexico and the United States that are at higher rates than other positions.
On the other hand, with regard to the year 2024, the Chief Executive Officer reports that the deconsolidation of India has no particular impact on FILA's cash flow; in particular, reasonable organic growth is expected for the former India scope. Another goal of the company for the current year 2024 will be a further reduction in debt leverage in order to better perform on the market.
The Chairperson, after thanking the representative of Amber Capital for his contribution and the Chief Executive Officer for his responses, and with no one else requesting the floor, declared the discussion closed.
The Chairperson then puts the draft resolution up to a vote, asking that any situations of exclusion of voting rights be declared, with specific regard to the subject matter of the voting.
There are no contributions.
The Chairperson then opens the voting by show of hands, announcing that the time is: 11.35.
The votes are then counted, after which the Chairperson declares the draft resolution that has been read out approved by show of hands, specifying that the result is as follows:
Total of 30,254,483 shares represented at the Shareholders' Meeting, representing 46,418,195 votes
| In favour 45,869,295 votes representing | 98.817% | |
|---|---|---|
| Against | 548,900 votes representing | 1.183% |
| Abstaining | 0 votes representing | 0% |
| Not voting | 0 votes representing | 0% |
| TOTAL | votes representing 100.00% |
The provisions of law referred to in Article 8 of the By-Laws have been observed.
=====================================
The Chairperson then moves to the second item on the agenda: "Appointment of the independent audit firm for the period 2024-2032 pursuant to Legislative Decree No. 39/2010 and Regulation (EU) No. 537/2014 and determination of the relative remuneration; resolutions thereon."
The Chairperson informs the shareholders that the approval of the financial statements for the year ended December 31, 2023 concludes the audit assignment conferred to the company KPMG S.p.A. by the Ordinary Shareholders' Meeting of Feb-
ruary 20, 2015 for the 2015-2023 period. Therefore, the Board of Statutory Auditors, in its capacity as the "internal control and audit committee" has initiated and completed, in agreement with the relevant corporate functions, the selection procedure for the awarding of the legally-required audit assignment for the 2024-2032 period, so as to enable today's Shareholders' Meeting to resolve on the allocation of the new audit assignment before the formal conclusion of KPMG S.p.A.'s assignment, so as to facilitate the handover between the outgoing auditor and the new auditor.
Therefore, the Chairperson submits for the consideration of the shareholders the proposal regarding the awarding pursuant to Legislative Decree No. 39/2010 and Regulation (EU) No. 537/2014 of the independent audit firm assignment for the period 2024-2032, as well as the determination of the related fee. The Chairperson in fact recalls that Article 17 of Legislative Decree No. 39/2010 provides that for Italian companies issuing securities admitted to trading on regulated markets in Italy and the European Union, the legally-required audit assignment awarded to an independent audit firm shall last nine years, and may not be renewed if at least four years have not elapsed since the conclusion of the previous assignment. For these purposes, the Company has carried out the selection procedure set out in Article 16 of Regulation (EU) No. 537/2014, as a result of which the Board of Statutory Auditors has prepared and submitted to the Board of Directors its reasoned recommendation, containing at least two possible award alternatives and a duly justified preference for one of them. In particular, the Board of Statutory Auditors, taking into account the bids received, recommended that the independent audit firm Deloitte & Touche S.p.A. or Ernst & Young S.p.A. be appointed, expressing its preference for Deloitte & Touche S.p.A.
The Chairperson therefore reminds shareholders that the Shareholders' Meeting, upon the reasoned proposal of the Board of Statutory Auditors pursuant to Article 13 of Legislative Decree No. 39/2010, which also contains the recommendation set out in Article 16 of Regulation (EU) No. 537/2014, awards the legally-required audit engagement and determines the remuneration payable to the independent audit firm for the entire mandate and any criteria for adjusting such during this term. In view of that presented above, the Chairperson, having noted the proposal of the Board of Statutory Auditors, a copy of which was distributed at the entrance to the Shareholders' Meeting and is attached hereto, and the recommendation contained therein, invites me, a notary, to read out the draft resolution on this subject. Accordingly, I address the meeting and have read out the relevant draft resolution:
"The Shareholders' Meeting of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A., meeting in ordinary session, having noted that with the approval of the financial statements at December 31, 2023 the engagement of the independent audit firm KPMG S.p.A. for the years 2015 - 2023 will conclude, and having examined the proposal drawn up by the Board of Statutory Auditors containing the recommendation as the internal control and audit committee,
resolves
• To appoint the independent audit firm Deloitte & Touche S.p.A. to audit the accounts of F.I.L.A. - Fabbrica Italiana Lapis ed Affini S.p.A. for the fiscal years 2024-2032, subject to causes of early termination, for the performance of the activities, as well as under the conditions, including the remuneration payable to the independent audit firm, set out in the offer made by the aforementioned independent audit firm, the financial terms of which are summarised in the proposal made by the Board of Statutory Auditors;
• to empower the Chairperson of the Board of Directors, in addition to the Chief Executive Officer, severally, to carry out, including through proxies, everything
required, necessary or useful to execute the content of this resolution, and to carry out the relevant and necessary formalities with the competent bodies and/or offices. They shall also have the power to introduce any non-substantial amendments that may be required for this purpose, and in general whatever is necessary for the complete execution of this resolution, with any and all powers necessary and appropriate, in compliance with current regulatory provisions"
After I, a notary, have finished reading out the draft resolution, the Chairperson invites those who wish to speak to address by meeting, stating their names, noting that they are not to exceed two minutes, in order to allow all those interested to speak. There are no contributions.
Since no-one asks to address the meeting, the Chairperson declares the discussion ended.
The Chairperson then puts the draft resolution up to a vote, asking that any situations of exclusion of voting rights be declared, with specific regard to the subject matter of the voting.
There are no contributions.
The Chairperson then opens the voting by show of hands, announcing that the time is: 11.42.
The votes are then counted, after which the Chairperson declares the draft resolution that has been read out approved by show of hands, specifying that the result is as follows:
Total of 30,254,483 shares represented at the Shareholders' Meeting, representing 46,418,195 votes
| In favour 46,418,195 votes representing | 100.00% | |
|---|---|---|
| Against | 0 votes representing | 0% |
| Abstaining | 0 votes representing | 0% |
| Not voting | 0 votes representing | 0% |
TOTAL votes representing 100.00%
The provisions of law referred to in Article 8 of the By-Laws have been observed.
Since there is no further business before the session, and no-one wishes to speak, the Chairperson thanks everyone for attending and declares the ordinary session of the Shareholders' Meeting of FILA S.p.A. closed at 11.45AM on January 22, 2024.
The following are appended hereto: as Appendix A, in a single envelope, the attendance sheets, with the results of each voting; as Appendix B, also in a single envelope, the reports by the Board of Directors pursuant to Article 125-ter of the CFA and as Appendix "C" the Board of Statutory Auditors' recommendation of November 10, 2023
I, the Notary, after reading, do hereby sign these minutes,
prepared by me as secretary of the Meeting held on January 22, 2024, at 12.20PM. Written using electronic instruments by a person in my confidence and completed by my hand, it consists of three sheets and occupies nine pages and part of an tenth. Signed Gianluca Gonzales Notary