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Pharmanutra
AGM Information • Apr 22, 2025
4324_dva_2025-04-22_538d5311-718a-4d00-98e3-8dd5f61f498e.pdf
AGM Information
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Point 1.1 of the ordinary part
Financial statements of Pharmanutra S.p.A. as at 31 December 2024 and allocation of profit for the year: Approval of the Financial Statements for the year ended 31 December 2024, after examination of the report of the Independent Auditors and the report of the Board of Statutory Auditors. Presentation of the Consolidated Financial Statements as at 31 December 2024 of the Pharmanutra Group. Related and consequent resolutions;
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the Agenda to be voted on (deliberative quorum): |
7.909.263 | 100,000% | 81,699% |
| Actions for which the RD It does not have instructions: |
0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.908.211 | 99,987% | 81,688% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 1.052 | 0,013% | 0,011% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 1.2 of the ordinary part
Financial statements of Pharmanutra S.p.A. as at 31 December 2024 and allocation of profit for the year: Allocation of profit for the year. Related and consequent resolutions.
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.909.263 | 100,000% | 81,699% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 0 | 0,000% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 2.1 of the ordinary part
Report on the remuneration policy and compensation paid: Resolutions on the "second section" of the Report on the pursuant to art. 123-ter, paragraph 6, of Legislative Decree no. 58/1998.
| No. of shares | % shares represented in | % of Share Capital | |
|---|---|---|---|
| assembly | |||
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 6.789.934 | 85,848% | 70,137% |
| Opposite | 1.119.329 | 14,152% | 11,562% |
| Abstainer | 0 | 0,000% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 3.1 of the ordinary part
Appointment of the Board of Statutory Auditors. Appointment of the Standing Auditors and Alternate Auditors;
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| List 1 | 6.530.790 | 82,571% | 67,460% |
| List 2 | 1.378.431 | 17,428% | 14,239% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 42 | 0,001% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 3.2 of the ordinary part
Appointment of the Board of Statutory Auditors. Appointment of the Chairman of the Board of Statutory Auditors;
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.908.264 | 99,987% | 81,689% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 999 | 0,013% | 0,010% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 3.3 of the ordinary part
Appointment of the Board of Statutory Auditors. Determination of fees.
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the Agenda to be voted on (deliberative quorum): |
7.909.263 | 100,000% | 81,699% |
| Actions for which the RD It does not have instructions: |
0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.908.264 | 99,987% | 81,689% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 999 | 0,013% | 0,010% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 4 of the ordinary part
Proposal for authorization to purchase and dispose of treasury ordinary shares pursuant to art. 2357 and 2357-ter of the Civil Code, as well as art. 132 of Legislative Decree 58/1998 and related implementing provisions, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 16 April 2024 for the part not carried out. Related and consequent resolutions.
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the Agenda to be voted on (deliberative quorum): |
7.909.263 | 100,000% | 81,699% |
| Actions for which the RD It does not have instructions: |
0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.802.967 | 98,656% | 80,601% |
| Opposite | 106.296 | 1,344% | 1,098% |
| Abstainer | 0 | 0,000% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 5 of the ordinary part
Assignment of the assignment of certification of compliance of sustainability reporting and determination of the fee, pursuant to Legislative Decree 39/2010. Related and consequent resolutions.
| No. of shares | % shares represented in | % of Share Capital | |
|---|---|---|---|
| assembly | |||
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 7.909.263 | 100,000% | 81,699% |
| Opposite | 0 | 0,000% | 0,000% |
| Abstainer | 0 | 0,000% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |
Point 1 of the extraordinary part
Amendment of Articles 9 ("Call"), 10 ("Attendance and voting"), 16 ("Resolutions") and 22 ("Composition, duration and meetings of the Board of Statutory Auditors") of the Articles of Association. Related and consequent resolutions.
| No. of shares | % shares represented in assembly |
% of Share Capital | |
|---|---|---|---|
| Quorum for the constituent assembly | 7.909.263 | 100% | 81,699% |
| Actions for which the RD has instructions for the | |||
| Agenda to be voted on (deliberative quorum): | 7.909.263 | 100,000% | 81,699% |
| Actions for which the RD | |||
| It does not have instructions: | 0 | 0,000% | 0,000% |
| No. of shares | % of voters | % of Share Capital | |
|---|---|---|---|
| Favorable | 6.857.707 | 86,705% | 70,837% |
| Opposite | 1.051.556 | 13,295% | 10,862% |
| Abstainer | 0 | 0,000% | 0,000% |
| Total | 7.909.263 | 100,000% | 81,699% |