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Newprinces SpA Proxy Solicitation & Information Statement 2025

Apr 28, 2025

4318_agm-r_2025-04-28_6d59364f-b9c1-469d-ac24-699ed8f4fcce.pdf

Proxy Solicitation & Information Statement

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PROXY FOR PARTICIPATION IN THE SHAREHOLDERS' MEETING

(To be submitted together with voting instructions and a valid document to [email protected] or [email protected])

born in ___ on __ tax code no. _______
resident / based in ___________
legal representative of ______________
entitled to vote, having ________ shares of NEWLAT FOOD S.p.A
deposited with the intermediary _____________

DELEGATE

Studio Segre S.r.l., Via Valeggio 41, 10129 Turin (Italy), tax code and Turin Company Register no. 02619270016,

to represent me at the Extraordinary and Ordinary Shareholders' Meeting of NEWLAT FOOD S.p.A.

called for the following days: 28/04/2025 (on first call) and 05/05/2025 (on second call) at 12 noon

before Notary Ciro de Vivo in Milan, Via Sant'Andrea 19, with the following:

AGENDA

Extraordinary part

  • 1. Amendments to the Articles of Association, namely:
    • 1.1 Change of name to NewPrinces S.p.A.
      • 1.2 Introduction of the rules for attending shareholders' meetings and exercising voting rights exclusively through the designated representative pursuant to Article 135-undecies.1 of Italian Legislative Decree no. 58/98 (TUF), as introduced by Italian Law no. 21/2024.

2. Amendments to the articles of association and specifically adoption of the one-tier administration and control model effective as from the end of the term of office of the corporate bodies to be appointed by the shareholders' meeting in ordinary session.

Ordinary part

    1. Report on operations and financial statements as at 31 December 2024, report of the Board of Statutory Auditors. Related resolutions. Presentation of the consolidated financial statements as at 31 December 2024.
    1. Allocation of the profit for the year. Related resolutions.
    1. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF):
    2. 3.1 Binding vote on Section I.
    3. 3.2 Advisory vote on Section II.
  • 4. Appointment of the Board of Directors for the financial years 2025-2027 and determination of the remuneration:
    • 4.1 Determination of the number of members of the Board of Directors.
    • 4.2 Determination of the term of office of the Board of Directors.
    • 4.3 Appointment of the members of the Board of Directors.
    • 4.4 Appointment of the Chair of the Board of Directors.
    • 4.5 Determination of remuneration.
  • 5. Appointment of the Board of Statutory Auditors for the financial years 2025-2027 and determination of the relative emoluments:
    • 5.1 Appointment of Standing Statutory Auditors, including the Chair of the Board of Statutory Auditors, and Alternate Statutory Auditors.
    • 5.2 Determination of emoluments.
  • 6. Authorisation to purchase and dispose of treasury shares, after revocation of the previous one. Related resolutions.

Date _____________ Signature __________________________

I authorise the processing of my personal data pursuant to Article 13 of Regulation EU no. 679 of 27 April 2016, "GDPR", and Italian Legislative Decree no. 196 of 30 June 2003, as amended by Italian Legislative Decree no. 101 of 10 August 2018 - "Privacy Regulations" and the disclosure thereof to NEWLAT FOOD S.p.A. for the purposes related to the holding of the Shareholders' Meeting.