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Piovan AGM Information 2024

Mar 20, 2024

4095_rns_2024-03-20_a0b628dc-ace3-48f4-919e-ba8ba1c90915.pdf

AGM Information

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EXTRACT FROM THE CALL TO THE EXTRAORDINARY AND ORDINARY SHAREHOLDERS' MEETING (PURSUANT TO ARTICLE 125-BIS, PARAGRAPH 1, OF THE LEGISLATIVE DECREE NO. 58/1998)

Those with the right to attend and vote are called to the extraordinary and ordinary Shareholders' Meeting at the registered office of Piovan S.p.A. ("Piovan" or the "Company") in Santa Maria di Sala (Venice, Italy) on April 29, 2024 at 10.30 AM in single call, to discuss and vote upon the following

AGENDA

Extraordinary session

  1. Proposal to amend Article 11 of the By-Laws; resolutions thereon.

Ordinary session

    1. Separate and Consolidated Financial Statements at December 31, 2023.
    2. 1.1 Approval of the Separate Financial Statements of Piovan S.p.A. at December 31, 2023 and presentation of the Consolidated Financial Statements at December 31, 2023, accompanied by the 2023 Board of Directors' Report on Operations, the Board of Statutory Auditors' Report and the Independent Auditors' Reports; resolutions thereon. Presentation of the Consolidated Non-Financial Report prepared pursuant to Legislative Decree No. 254/2016. Resolutions thereon.
    3. 1.2 Allocation of the profit for the year ended December 31, 2023. Resolutions thereon.
    1. Report on the policy regarding remuneration and fees paid pursuant to Article 123-ter, paragraphs 3-bis and 6, of Legislative Decree No. 58/98:
    2. 2.1 Binding motion on Section I regarding the remuneration policy, drawn up pursuant to Article 123-ter, paragraph 3, of Legislative Decree No. 58/1998;
    3. 2.2 Non-binding motion on Section II on fees paid, drawn up pursuant to Article 123-ter, paragraph 4, of Legislative Decree No. 58/1998.
    1. Authorization to purchase and dispose of treasury shares, subject to revocation of the previous authorization granted by the Shareholders' Meeting on April 27, 2023; resolutions thereon.
    1. Appointment of the Board of Directors:
    2. 4.1 Determination of the number of members of the Board of Directors;
    3. 4.2 Determination of the duration of the mandate of the Board of Directors;
    4. 4.3 Appointment of the members of the Board of Directors;
    5. 4.4 Appointment of the Chairperson of the Board of Directors;
    6. 4.5 Determination of the total remuneration of the Board of Directors.
    1. Appointment of the Board of Statutory Auditors for the three-year period 2024-2026:
    2. 5.1 Appointment of three Statutory Auditors and two Alternate Auditors for the three-year period 2024-2025-2026;
    3. 5.2 Appointment of the Chairperson of the Board of Statutory Auditors;
    4. 5.3 Determination of the remuneration of Statutory Auditors.
    1. Update of the Company's Shareholders' Meeting Rules.

Pursuant to Article 106, paragraph 4, of Decree-Law No. 18 of March 17, 2020, converted, with amendments, by Law No. 27 of April 24, 2020 and lastly amended by Decree-Law No. 215 of December 30, 2023 converted, with amendments, by Law No. 18 of February 23, 2024, attendance at the Shareholders' Meeting by those entitled to vote is permitted exclusively through the Appointed Representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree No. 58/98, to whom a proxy must be conferred; the aforementioned Appointed Representative may also be conferred proxies or sub-delegations pursuant to Article 135-novies of Legislative Decree no. 58/98, as an exception to Article 135-undecies, paragraph 4, of the same Decree. The Company has appointed Computershare S.p.A. - with registered office in Milan (Italy), Via Mascheroni n. 19, 20145 - as Appointed Representative.

For information on the share capital, as well as on the procedures and timelines for (i) attendance and vote at the Shareholders' Meeting (please note that the record date is on April 18, 2024), (ii) conferral of proxies and/or sub-delegations to the Appointed Representative, (iii) exercising the right to supplement the Agenda, the right to submit new proposals, and the right to ask questions on the Agenda, (iv) availability of the documentation relating to matters on the Agenda and the related deliberative proposals and (v) the procedures for the presentation of slates for the appointment of the Board of Directors and the Board of Statutory Auditors, reference should be made to the full text of the call notice that shall be published on the Company's website www.piovan.com (Section "Investors - Investor Relations - Shareholders' Meetings") and available at the authorized storage mechanism ().

It should also be noted that the Annual Financial Report of Piovan S.p.A. as of December 31, 2023, the documents required by Article 154-ter, CFA, as well as the Report on the policy regarding remuneration and fees paid and the Corporate Governance and Ownership Structure Report, will be available as of March 29, 2024 at the Company's registered office, at the authorized storage mechanism () and on the Company's website www.piovan.com (Section "Investors - Investor Relations - Shareholders' Meetings").

Santa Maria di Sala (Venice, Italy), March 20, 2024

On behalf of the Board of Directors The Chairman Nicola Piovan