AGM Information • Mar 11, 2021
AGM Information
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Share capital 14,400,000 fully paid-up Registered offices at Via Sebina 74, Provaglio d'Iseo (BS), Italy Tax code and Brescia Companies' Register No. 03032420170
Shareholders are summoned to an Ordinary Shareholders' Meeting to be held on 27 April 2021 at 17.00, in a single call, which shall be considered to have been held in the registered office of GEFRAN S.P.A. at Via Sebina, n.74, Provaglio d'Iseo (BS), to discuss and resolve on the following
GEFRAN SPA
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
Note that the date and/or place and/or methods for attending and/or voting and/or holding the Meeting identified in this Notice are subject to compatibility with current legislation and the orders of the competent authorities concerning the "Covid-19" epidemic.
Any changes shall be promptly announced by the same methods as those used for publication of the Notice and/or through the information channels required under the regulations in effect at the time.
In view of the current epidemiological emergency, in compliance with art. 106 of Decree Law no. 18 of 17 March 2020 (the "Decree"), concerning "Measures to strengthen the National Health Service and economic support for families, workers and businesses related to the Covid-19 epidemiological emergency" – the applicability of which has been extended, most recently by art. 3, paragraph 6, of Decree Law no. 183 of 31 December 2020 – the Company has determined that shareholders will be able to attend the Meeting exclusively by appointing a representative, in accordance with art. 135-undecies of Legislative Decree no. 58 of 24 February 1998 ("TUF", the Sole Finance Act), identified as Studio Legale Trevisan & Associati law offices in Milan, in the person of attorney Dario Trevisan, or a person appointed thereby in the event that he should be unable to attend (the "Designated Representative").
The Designated Representative may also be granted proxies and/or sub-proxies under article 135-novies of TUF, as an exception to art. 135-undecies, paragraph 4, of the same decree, to permit broader use of this remote voting tool for shareholders, in compliance with the basic principles of protection of the health of the Company's shareholders, employees, representatives and consultants.
Participation in the Shareholders' Meeting on the part of those authorised to attend (the Chairman, Managing Director, Chairman of the Board of Statutory Auditors, other members of company bodies, the secretary, the Designated Representative, the independent auditor and/or employees and/or consultants authorised to attend by the Chairman), in view of the limitations that may arise for the above-mentioned epidemiological reasons, may take place partly (or exclusively) via a form of telecommunication permitting identification of these persons, by methods individually declared, in compliance with the legislation applicable to such an event, with no need for the Chairman and the secretary to be in the same location.
Pursuant to Article 5 of the Articles of Association, the share capital amounts to EUR 14,400,000.00, divided into 14,400,000 ordinary shares, with a par value of EUR 1.00 each. Each share gives the right to one vote. As today's date, the company owns 27,220 own shares, for which voting rights are suspended pursuant to the law. This number could change as of the date of the shareholders' meeting.
Pursuant to Article 126 bis of Italian Legislative Decree No. 58/98, the shareholders who, alone or together with other shareholders, represent at least a fortieth of the share capital with the right to vote, may request, by 28 March 2021, the integration of the business to be dealt with, or present resolution proposals on business already on the agenda. The requests, together with the certification bearing witness to the ownership of the interest, must be presented in writing to the Management Body of the Company - by
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
means of registered letter with advice of receipt, sent to the address Via Sebina 74, 25050 Provaglio d'Iseo (Bs), Italy, or to the certified e-mail address: [email protected] - and must be accompanied by a report which shows the reason for the resolution proposals on the new business whose discussion is proposed or the reason relating to the additional resolution proposals presented on business already on the agenda. The integration is not permitted for matters on which the shareholders' meeting resolves, in accordance with the law, upon the proposal of the Directors or on the basis of a project or a report they have drawn up. The integrations and reports received, together with any comments of the directors, will be published using the same formalities as this notice, at least fifteen days before the date of the meeting.
Those whose right to attend the Meeting and vote has been proven on the basis of certification issued by authorised intermediaries and sent to the company by the end of the seventh accounting day prior to the date of the meeting on first call, namely 16 April 2021, shall be authorised to attend the meeting and exercise their voting rights exclusively through the Designated Representative.
Shareholders shown to possess shares after 16 April 2021 will not be entitled to attend or vote at the meeting.
The company must receive notification from the intermediary by the end of the third accounting day prior to the date set for the meeting, and therefore by 22 April 2021. Shareholders shall, however, be considered eligible to attend and vote, as described above and in compliance with the deadlines for appointing the Designated Representative as proxy, if the Company receives notification after the deadline stated above, provided the meeting has not yet begun.
As specified above, the Meeting may be attended exclusively by giving a proxy and/or sub-proxy to the Designated Representative, either:
under art. 135-undecies of TUF, using the "Form for appointment of Designated Representative", or
under art. 135-novies of TUF, with the option of using the "Ordinary proxy form" and/or the "Subproxy form",
as described below.
• Proxy under art. 135-undecies TUF ("appointment of Designated Representative as proxy") The Designated Representative may be given a written proxy under article 135-undeciesTUF, at no cost to the appointing party (other than possible mailing costs), using the specific Form for appointment of the Designated Representative, a printable and/or editable version of which is available on the company's Internet site at https://www.gefran.com/en/gb/meetings.
The original of the duly filled in Form for appointing the Designated Representative as proxy, with written voting instructions, complete with a copy of the identity document of the delegating party (or of the legal representative or person with appropriate power of attorney, along with a document attesting to his or her position or powers) – must be received by Studio Legale Trevisan & Associati by the end of the second accounting day prior to the date of the Meeting (i.e. 23 April 2021, at 23:59)
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
(i) in the case of proxies signed by hand, send to the address:
Studio Legale Trevisan & Associati Viale Majno n. 45 20122 MILANO - Italia;
(ii) in the case of proxies bearing a qualified electronic signature or ature, send by certified email to the address: [email protected] (with the subject line: "Delega Assemblea GEFRAN 2021").
Proxies and voting instructions may be revoked in the same way, and by the same deadline.
The proxy thus provided shall be effective only for those proposals in relation to which voting instructions are provided.
Those who do not use proxies under art. 135-undecies of TUF may give the Designated Representative proximes and/or sub-proxies under art. 135-novies of TUF, as an exception to art. 135-undecies, paragraph 4 of the same decree, with the option of using the "Ordinary proxy form" and/or the "Sub-proxy form", available in a printable and/or editable version on the company's Internet site at https://www.gefran.com/en/gb/meetings.
Proxies under art. 135-novies of TUF – complete with a copy of the identity document of the delegating party (or of the legal representative or person with appropriate power of attorney, along with a document attesting to his or her position or powers) – must be received by Studio Legale Trevisan & Associati by 12:00 on 24 April 2021
(i) by post, sent to the address:
Studio Legale Trevisan & Associati Viale Majno n. 45 20122 MILANO - Italia, or
(ii) by e-mail, sent to the certified e-mail address: [email protected] or to the email address: [email protected] .
Proxies and/or sub-proxies and voting instructions may be revoked in the same way, and by the same deadline.
The Designated Representative will be available for further clarification or information at the addresses given above and/or at the toll-free number: 800 134 679 (during office hours on working days).
Pursuant to Article 127 ter of Italian Legislative Decree No. 58/98, those who are due the right to vote have the right to propose questions associated with the agenda, up until seven accounting days before the first summons of the shareholders' meeting (record date), in other words by 16 April 2021, sending an email to the certified e-mail address [email protected] . For the purpose of exercising this right, the Company must receive the specific communication issued by the intermediaries care of whom the shares owned by the shareholder are deposited. The company will answer questions received by the deadline stated above
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
within two days prior to the Shareholders' Meeting, that is, by 25 April 2021, by publication in the Governance / Meetings section of its internet site (https://www.gefran.com/en/gb/meetings ).
In accordance with Consob Memorandum no. 3 of 10 April 2020 - paragraph 6, anyone who is entitled to vote may present an individual proposal for a resolution concerning the topics on the agenda for the meeting, as permitted under art. 126-bis, paragraph 1, sentence three of TUF, up to fifteen days before date of the Shareholders' Meeting (12 April 2021), to the certified e-mail address [email protected]. Proposals will be published in the Governance / Meetings section of the company's internet site (https://www.gefran.com/en/gb/meetings) by 13 April 2021, in order to allow those entitled to vote to express their opinion taking the new proposals into account, and allow the Designated Representative to collect any voting instructions regarding the new proposals. The proposed resolutions must be complete with an identity document of the shareholder proposing them, along with certification of ownership of shares, frozen up to the record date (16 April 2021).
If such proposals are received, the proxy forms must be updated.
The Board of Statutory Auditors is appointed by list vote, in accordance with Article 23 of the Articles of Association.
Shareholders are entitled to present a list for appointment of members of the Board of Statutory Auditors if, at the time of presentation of the list, they, alone or with the other shareholders presenting the list, own at least 2.5% of the shares with voting rights in the ordinary shareholders' meeting (share identified by Consob in executive decision no. 44 of 29 January 2021).
Each shareholder may not submit more than one list, even if through a third party or a trust company. Each candidate may be present in only one list, or they shall be deemed ineligible. A person who sits on the Board of Auditors of five issuers is not eligible to hold this position in another issuer.
By and not beyond 2 April 2021, the list of candidates - signed by the shareholder(s) presenting it and accompanied by the required documentation - must be filed, by the shareholders presenting it, at the company's registered offices, by delivering it to the Legal Department or sending it by registered mail with return receipt to the company's headquarters or by certified e-mail to [email protected] .
The lists should contain the names of one or more candidates for the office of standing auditor and one or more candidates for the office of deputy auditor. The names of candidates must be marked by a progressive number, and the number of candidates shall not exceed the members of the board to be elected.
Moreover, every list presenting at least three candidates must contain a number of candidates of the least represented gender that complies with the regulations on gender parity in effect at the time.
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
At the time of filing, each list must be complete with: (i) information on the identity of the shareholders who presented the list, stating the total percentage of shares in the company held and attaching documentation proving that they own these shares; (ii) a statement from shareholders other than those who hold, even jointly, a controlling share or relative majority of the shares, attesting to the absence of any of the forms of association prohibited by current laws and regulations for members of the Board of Statutory Auditors with them; (iii) exhaustive information on candidates' personal and professional qualities, and declarations by the candidates attesting to possession of the legal requirements and acceptance of the candidacy; (iv) a list of administrative and control positions held in other companies.
If, on the deadline for the submission of lists, only one list has been submitted, or only lists have been submitted by shareholders associated with one another under applicable provisions, lists may be submitted until the third day following the deadline (and therefore no later than 5 April 2021). In this case, the threshold required for presentation of lists shall be reduced by half, and therefore to ownership of 1.25% of the shares with voting rights in ordinary shareholders' meetings.
The certification demonstrating ownership of the number of shares represented necessary for presentation of the list, as of the filing date, must be filed by the shareholders in the company's offices no later than 6 April 2021.
The Chairman of the Board of Statutory Auditors, under the company's Articles of Association, shall be the first candidate on the minority list, if presented, or the first candidate on the list receiving the majority of votes.
Those who present a "minority list" are also the intended audience of the recommendations formulated by Consob by means of Communication No. DEM/9017893 dated 26 February 2009: a declaration by the shareholders other than the majority shareholder will therefore have to be filed with the lists, bearing witness to the absence of relationships with the latter.
The documentation relating to the shareholders' meeting, including the explanatory reports of the Board of Directors and the resolution proposals on the business on the agenda, will be made available to the general public by the deadlines and as per the formalities envisaged by current legislation, and shareholders, and those due the right to vote, will be able to obtain a copy thereof. This documentation shall be available via the storage mechanism, which may be consulted at , managed by Computershare S.p.A. of Milan, Via Lorenzo Mascheroni no. 19, at the company's registered office, or on the company's internet site at www.gefran.com, in the Governance / Meetings area (https://www.gefran.com/en/gb/meetings ).
Specifically:
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
Provaglio d'Iseo, 11 March 2021
For the Board of Directors The Chairman Maria Chiara Franceschetti
Via Sebina, 74 25050 Provaglio d'Iseo (BS) Italy
Tel. +39 030 9888.1 Fax +39 030 9839063 www.gefran.com [email protected]
Share Capital €14,400,000 fully paid-up Reg. of Companies of Brescia 03032420170 R.E.A. 313074 BS Mecc. BS 016227
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