Gefran — Proxy Solicitation & Information Statement 2017

Mar 9, 2017

Informazione Regolamentata n. 0136-6-2017		Data/Ora Ricezione 09 Marzo 2017 14:50:58	MTA - Star
Societa'	:	GEFRAN
Identificativo Informazione Regolamentata	:	85976
Nome utilizzatore	:	GEFRANN04 - FRANCESCHETTI
Tipologia	:	IRED 02
Data/Ora Ricezione	:	09 Marzo 2017 14:50:58
Data/Ora Inizio Diffusione presunta	:	09 Marzo 2017 15:05:59
Oggetto	:	NOTICE OF ORDINARY SHAREHOLDERS' MEETING
Testo del comunicato

Vedi allegato.

GEFRAN S.P.A.

Share capital EUR 14,400,000 fully paid-up Registered offices: Via Statale Sebina 74, Provaglio d'Iseo (BS), Italy Tax code and Brescia Companies' Register No. 03032420170

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

The Ordinary Shareholders' Meeting will be held at the registered office of GEFRAN S.p.A., in Via Statale Sebina 74, Provaglio d'Iseo (BS), at 5 p.m. on 20 April 2017 (first call), and if necessary, at the same time and place on 21 April 2017 (second call), to discuss and resolve on the following

AGENDA

1. Annual financial statements for the year ending 31 December 2016.

• 1.1 Approval of the annual financial statements for the year ending 31 December 2016; reports of the Board of Directors, Board of Statutory Auditors and External Auditors.
• 1.2 Approval of the distribution of dividends.

2. Appointment of the Board of Directors.

• 2.1 Determination of the number of members of the Board of Directors;
• 2.2 Appointment of the directors;
• 2.3 Determination of the term of the office;
• 2.4 Determination of the annual fee of the members of the Board of Directors.

3. General Group Remuneration Policy. Consultation on the first section of the Report on Remuneration, pursuant to paragraph 6, Article 123 ter of Italian Legislative Decree No. 58/1998.

4. Revocation of the previous authorisation to buy and sell own shares and release of new authorisation.

5. Supplementing of the Board of Statutory Auditors further to the resignation of a Standing Auditor.

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 of today's date, the company holds 227,394 own shares, in relation to which - pursuant to the law - the voting right is suspended. 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 20 March 2017, 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 means of registered letter with advice of receipt, sent to the address Statale Sebina 74, 25050 Provaglio d'Iseo (Bs), Italy, or to the certified e-mail address: gefran@legalmail.it - 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.

Legitimation of the participation in the meeting and the exercise of the voting right is attested by a communication to the company, made by the qualified intermediary in compliance with the related accounting records in favour of the party who is due the right to vote, on the basis of the records relating to the deadline of the seventh open market day prior to the date established for the meeting in first calling, coinciding with 7 April 2017.

Those who emerge as holders of the shares after 7 April 2017 will not have the right to take part in and vote in the meeting.

Each shareholder who has the right to take part in the meeting may arrange for themselves to be represented, pursuant to and as per the legal formalities, by means of written proxy. The proxy form is available care of the registered offices and on the Company's website (www.gefran.com, Investor Relations / shareholders' meetings section) and will have to be sent to said Company by means of registered mail with advice of receipt to the address Statale Sebina 74, 25050 Provaglio d'Iseo (Bs), Italy, for the attention of the Legal Department, or it can be notified also on a computerised medium signed in electronic form, sent to the following e-mail address: gefran@legalmail.it.

The possible prior notification of the proxy does not excuse the proxy, at the time of accreditation for access to the meeting's business, from the obligation of certifying the compliance of the served copy with the original and the identity of the delegating party.

In accordance with the matters envisaged in the Articles of Association, the designation by the Company of a representative appointed to receive the proxies and the relating voting instructions, as per Article 135 undecies of Italian Legislative Decree No. 58/98, is excluded.

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 three days before the shareholders' meeting, in other words by 17 April 2017, sending a registered letter with advice of receipt to the headquarters of the Company, or to the email address gefran@legalmail.it. For the purpose of exercising this right, the Company will have to receive the specific communication issued by the intermediaries care of which the shares owned by the shareholder are deposited. The Company will answer the questions received by the above deadline, at the latest during the shareholders' meeting.

Steps are taken in accordance with Article 13 of the Articles of Association when appointing the Board of Directors.

The directors are appointed by the shareholders meeting on the basis of lists presented by the shareholders in which the candidates must be listed by means of consecutive number.

Only the shareholders who, alone or together with other shareholders represent at least 2.5% of the share capital, have the right to present lists, as established by Consob Resolution No. 19856 dated 25 January 2017. Each shareholder may not submit more than one list, even if through a third party or a trust company. Each candidate may only be present on one list, or shall be deemed ineligible.

By and not beyond 26 March 2017, the list of candidates - signed by the shareholder or by the shareholders who present the same and accompanied by the required documentation - must be deposited, by the shareholders presenting the same, care of the registered offices of the Company contacting the Legal Department, or sent by means of registered letter with advice of receipt to the registered offices of the Company. For the purpose of proving the ownership of the number of shares necessary for presentation of the lists, the shareholders must deposit care of the registered offices, by 30 March 2017, the specific certification proving the ownership of the number of shares represented as of the date of deposit of the list.

Without prejudice to the above, the candidates for the office of Board Director must possess the eligibility, professionalism and good standing requisites as per Article 13 of the Articles of Association, the law and the applicable provisions.

In accordance with Article 13 of the Articles of Association, the Board of Directors is made up of a number of members no less than 7 and no more than 11.

Each list must contain and expressly indicate at least one independent director pursuant to Article 147 ter of the Financial Consolidation Act, with a consecutive number no higher than seven. If the list contains more than seven candidates, it must contain, and expressly indicate, two independent directors as per Article 147 ter of the Financial Consolidation Act. Each list may also, if necessary, expressly indicate which directors meet the requirements of independence laid down by the codes of conduct drawn up by management companies of organised markets or professional associations.

Furthermore, each list will have to be made up in such a way as to ensure a balance between genders therein, therefore envisaging that the exponents of the gender presented the least represent at least one third of the candidates, with rounding up.

The lists will have to contain in attachment form: (i) information on the shareholders who presented them, with the overall percentage of shareholding held; (ii) full details of the candidates' personal and professional characteristics; (iii) a declaration by the candidates declaring that they accept their candidacy and meet the legal requirements, as well as the requirements of independence, where they are indicated as independent directors pursuant to Article 147 ter or as independent directors under the above-mentioned codes of conduct; (iv) any other or different statement, information and/or document covered by the law and by the applicable regulatory standards.

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 deposited with the lists, bearing witness to the absence of relationships with the latter.

The documentation relating to the shareholders' meeting, including therein the illustrative 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, with the faculty of the shareholders, and those due the right to vote, to obtain a copy thereof. This documentation will be available care of the Borsa Italiana S.p.A. website as well as care of the registered offices of the Company, and on the Company website at the following address www.gefran.com, Investor Relations / shareholders' meetings section.

The Shareholders are invited to present themselves at least one hour before the start of the work of the meeting so as to facilitate the registration procedures.

Provaglio d'Iseo, 9 March 2017

On behalf of the Board of Directors The Chairman Ennio Franceschetti