Gefran — AGM Information 2016

Mar 11, 2016

Informazione Regolamentata n. 0136-13-2016		Data/Ora Ricezione 11 Marzo 2016 09:28:00	MTA - Star
Societa'	:	GEFRAN
Identificativo Informazione Regolamentata	:	70560
Nome utilizzatore	:	GEFRANN03 - FRANCESCHETTI
Tipologia	:	IRED 02
Data/Ora Ricezione	:	11 Marzo 2016 09:28:00
Data/Ora Inizio Diffusione presunta	:	11 Marzo 2016 09:43:01
Oggetto	:	NOTICE OF ANNUAL GENERAL MEETING
Testo del comunicato

Vedi allegato.

GEFRAN S.p.A.

Share capital 14,400,000 fully paid-up Registered office 74 Via Statale Sebina, Provaglio d'Iseo (BS) Tax code and Brescia Trade Register no. 03032420170

NOTICE OF ANNUAL GENERAL MEETING

An annual general meeting of shareholders will be held at GEFRAN S.P.A. in Via Statale Sebina, n.74, Provaglio d'Iseo (BS), Italy on 21st April 2016 at 5 pm on first call, or 22nd April 2016, same time same place, on second call, to discuss the following

AGENDA

1. Financial Statements for the year ending 31st December 2015.

• 1.1 Approval of the Financial Statements for the year ending 31st December 2015; reports by the Board of Directors, the Board of Auditors and the Auditing Firm.
• 1.2 Resolutions in order to cover losses.

2. Appointment of the Auditing Firm.

• 2.1. Appointment of the Auditing Firm for nine fiscal years from 2016 to 2024 in accordance with art. 13 of the Legislative Decree of 27th January 2010, n.39.
• 2.2. Approval of the Auditing Firm fees.
• 3. Group's General Remuneration Policy. Consultation on the first section of the Remuneration Report pursuant to subsection 6, art. 123-ter, of Legislative Decree no. 58/1998.
• 4. Revocation of the existing permit to buy and sell treasury shares and issuance of a new permit.

In accordance with art. 5 of the Articles of Association, the share capital is €14,400,000.00, divided into €14,400,000 shares, each of a nominal value of €1.00. Each share entitles the holder to one vote. As of 10 March 2016, the company owns 225.828 treasury shares, for which voting rights are suspended pursuant to the law. This number may be different on the date of the meeting.

Pursuant to art. 126-bis of Legislative Decree no. 58/98, shareholders who, alone or together with other shareholders, represent at least one fortieth of the share capital with voting rights may, within 21st March 2016, ask for additions to the above items on the agenda or suggest new items. Such applications, together with a certificate showing share ownership, must be presented in writing to the company's administrative body by registered mail, to 74 Via Statale Sebina, 25050 Provaglio d'Iseo (BS), or to the certified email address gefran@legalmail.it, and must be accompanied by a written motivation of the proposals to discuss new items on the agenda or the reason for additions to the existing items.

Additions may not be made to items on which the general assembly passes resolutions required by law, on the directors' proposal or on the basis of a project or report drawn up by them. The suggested additions and reports received, together with any comments by the directors, will be published at least fifteen days prior to the date of the meeting, in the same way as this notice of call.

Those whose voting rights are proved on the basis of certification issued by authorised intermediaries, at the end of the seventh accounting day prior to the date of the meeting on first call, namely 12th April 2016, are authorised to attend the meeting and exercise their voting rights.

Shareholders shown to possess shares after 12th April 2016 will not be entitled to attend or vote at the meeting.

Any shareholder entitled to attend the annual general meeting may,in accordance with the law, be represented by written delegation. The proxy form can be obtained from the registered office or downloaded from the company website (www.gefran.com, Investor Relations / Shareholders Meetings section) and must be sent to the company by registered mail, to the attention of the Legal Dept., 74 Via Statale Sebina, 25050 Provaglio d'Iseo (BS), or to the certified email address gefran@legalmail.it.

Prior notification of the proxy form does not relieve the proxy holder of the obligation to prove the conformity of the notified copy with the original and the delegating shareholder's identity, during official registration of participants.

Pursuant to the articles of association, the company did not designate a representative to receive proxy forms and voting instructions under art. 135-undecies of Legislative Decree no. 58/98.

Pursuant to art. 127-ter of Legislative Decree no. 58/98, shareholders are entitled to submit questions on the agenda up until three days prior to the meeting, that is within 18th April 2016, by registered mail to the company's registered office or to the certified email address gefran@legalmail.it.

Shareholders providing proof of ownership have a right to response; for this purpose, they must submit to the company the certification issued by the authorised intermediary. Questions duly received as stated above will be answered by the company during the Meeting, at the latest.

The documentation relating to the general assembly, including the board of directors' illustrative reports and proposals connected with the items on the agenda, will be published according to the terms set by law, and shareholders and anyone else with voting rights are entitled to obtain a copy thereof. This documentation will be available on the website of Borsa Italiana S.p.A., at the company's registered office and on the website www.gefran.com, under Investor Relations / Shareholders' Meetings.

Shareholders are kindly invited to attend at least one hour prior to the start of the meeting to facilitate registration procedures.

Provaglio d'Iseo, 11th March 2016

Ennio Franceschetti Chairman of the Board of Directors