AI assistant
PRADA S.p.A. — Proxy Solicitation & Information Statement 2021
Dec 23, 2021
50262_rns_2021-12-23_5309eab0-00fc-4880-a8ce-ae0d95e4cedc.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in PRADA S.p.A., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
PRADA S.p.A.
Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan, Monza, Brianza, Lodi, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 1913)
PROPOSALS FOR
INCREASE OF THE NUMBER OF DIRECTORS
ELECTION OF TWO ADDITIONAL DIRECTORS
INCREASE OF AGGREGATE BASIC REMUNERATION OF THE BOARD
AND
NOTICE OF THE SHAREHOLDERS' GENERAL MEETING
A notice convening the Shareholders' General Meeting ("SGM") of PRADA S.p.A. (the "Company") to be held in Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Friday, January 28, 2022 at 12:00 noon CET time or 7:00 p.m. Hong Kong time, is set out on pages 11 to 12 of this circular. In light of the continuing risks posed by the COVID-19 pandemic, to ensure the health and wellbeing of the SGM attendees, the meeting will be held by way of electronic means only ("Online SGM"), as provided for by Articles 13.2 and 17.3 of the By-laws.
A form of proxy for use at the Online SGM is also enclosed. The form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the website of the Company (www.pradagroup.com). Whether you are able to attend the Online SGM, you are encouraged to complete and return the proxy form in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, either at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected] as soon as possible, but in any event no later than 12:00 noon CET time or 7:00 p.m. Hong Kong time on January 26, 2022, being 48 hours before the time fixed for the holding of the Online SGM. Completion and return of the proxy form will not preclude you from attending and voting at the Online SGM or any adjournment thereof should you so wish.
December 23, 2021
CONTENTS
Page
Guidance for the Shareholders' General Meeting 1
Definitions 4
Letter from the Board 6
Appendix I – Details of Directors Proposed for Election 9
Notice of Shareholders' General Meeting 11
- i -
GUIDANCE FOR THE SHAREHOLDERS' GENERAL MEETING
GUIDANCE FOR THE SHAREHOLDERS' GENERAL MEETING
In light of the continuing risks posed by the COVID-19 pandemic, the SGM will be held by way of electronic means only (the “Online SGM”), as provided for by Articles 13.2 and 17.3 of the By-laws.
Both registered Shareholders and non-registered Shareholders can (i) attend the Online SGM and vote by way of electronic means; or (ii) exercise their right to vote at the Online SGM by appointing their own proxy or the Company’s designated proxy(ies), to act as their proxy.
By logging in the dedicated online platform, Shareholders will be able to view a live webcast of the Online SGM, submit questions, and cast vote in real-time.
Login Period
The dedicated online platform http://meetings.computershare.com/PradaSGM2022 can be accessed from any location with internet connection by a smart phone, tablet device, or computer (the “Platform”). The Platform will be opened for registered Shareholders and non-registered Shareholders to login 45 minutes prior to the commencement of the Online SGM, but login procedures will be closed at 5 minutes before the start of the Online SGM, given that as a matter of Italian law, the Company has to announce at the commencement of the Online SGM the number of shares and percentage present.
Shareholders should allow ample time to check into the Platform to complete the related procedures and remain logged in until the commencement of and during the Online SGM as they will not be able to re-enter the Platform as of 5 minutes before the start of the Online SGM. The “Online User Guide” will be available on the Company’s website www.pradagroup.com around one week before the SGM to guide Shareholders through the login process.
Login details for registered Shareholders
Login details for joining the Online SGM are included in the Company’s notification letter sent together with this circular.
Login details for non-registered Shareholders
Non-registered Shareholders who wish to attend and vote at the Online SGM should (1) contact and instruct their banks, brokers, custodians, nominees or HKSCC Nominee Limited through which their shares are held (together, the “Intermediary”) to appoint themselves as proxy or corporate representative to attend the Online SGM, and (2) provide their email address to their Intermediary before the time limit required by the relevant Intermediary. Login details to access the Platform will be sent by Computershare to the email address of the non-registered Shareholders provided by the Intermediary. Any non-registered Shareholder
GUIDANCE FOR THE SHAREHOLDERS' GENERAL MEETING
who has provided an email address through the relevant Intermediary for this purpose but has not received the login details by email by 5:00 a.m. CET time or 12:00 noon Hong Kong time on Thursday, January 27, 2022 should reach out to Computershare for assistance. Without the login details, non-registered Shareholders would not be able to attend and vote using the Platform. Non-registered Shareholders should therefore give clear and specific instructions to their Intermediary in respect of both (1) and (2) above.
Registered and non-registered Shareholders should note that only one device is allowed per login. Please also keep the login details in safe custody for use at the Online SGM and do not disclose them to anyone else. Neither the Company nor its agents assume any obligation or liability whatsoever in connection with the transmission of the login details or any use of the login details for voting or otherwise.
For enquiries regarding the login details to access the Online SGM, please call Computershare on (852) 2862 8555 for assistance.
VOTING BY PROXY IN ADVANCE OF THE ONLINE SGM
Shareholders are encouraged to submit their completed proxy forms well in advance of the Online SGM. Return of a completed proxy form will not preclude Shareholders from attending and voting at the Online SGM should they subsequently so wish.
Submission of proxy forms for registered Shareholders
A proxy form is enclosed with this circular. A copy of the proxy form can also be downloaded from the websites of the Company at www.pradagroup.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. Proxy form must be completed, signed and deposited either at the Company's Share Registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected], in each case, not less than 48 hours before the time for holding the Online SGM. The email address provided herein is merely for receiving proxy forms relating to the Online SGM and will not be in use after the deadline for depositing the proxy forms.
Appointment of proxy for non-registered Shareholders
Non-registered Shareholders should contact their Intermediary as soon as possible for assistance in the appointment of proxy.
***
GUIDANCE FOR THE SHAREHOLDERS' GENERAL MEETING
If Shareholders have any enquiries pertaining to the arrangements for the Online SGM, or the registration process, please contact the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited as follows:
Computershare Hong Kong Investor Services Limited
17M Floor, Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
Telephone: +852 2862 8555
Facsimile: +852 2865 0990
Website: www.computershare.com/hk/contact
- 3 -
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meaning:
| “Board” | the Board of Directors of the Company |
|---|---|
| “By-laws” | the by-laws of the Company |
| “Company” | PRADA S.p.A., a company incorporated under the laws of Italy as a joint-stock company with limited liability, the shares of which are listed on the Main Board of the Stock Exchange |
| “controlling shareholder” | has the meaning ascribed thereto in the Listing Rules |
| “Directors” | the directors of the Company |
| “Group” | the Company and its subsidiaries |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of China |
| “Independent Non-Executive Director” | independent non-executive director of the Company |
| “Latest Practicable Date” | December 20, 2021, being the latest practicable date prior to the printing of this circular for ascertaining the information contained herein |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Non-Executive Director” | non-executive director of the Company |
| “Notice” | the notice of the Shareholders’ General Meeting set out on pages 11 to 12 of this circular |
| “SFO” | the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) |
| “Share(s)” | share(s) of Euro 0.10 each in the share capital of the Company |
| “Shareholder(s)” | holder(s) of Share(s) |
– 4 –
- 5 -
DEFINITIONS
"Shareholders' General Meeting" or "SGM" or "Online SGM"
the shareholders' general meeting of the Company to be held on Friday, January 28, 2022 at 12:00 noon CET time or 7:00 p.m. Hong Kong time and any adjournment thereof, notice of which is set out on pages 11 to 12 of this circular
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"
has the meaning ascribed thereto in the Listing Rules
LETTER FROM THE BOARD
PRADA S.p.A.
Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan, Monza, Brianza, Lodi, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 1913)
Registered Office:
Via A. Fogazzaro n. 28
Milan 20135
Italy
Executive Directors:
Mr. Paolo ZANNONI (Chairman)
Ms. Miuccia PRADA BIANCHI
(Chief Executive Officer)
Mr. Patrizio BERTELLI (Chief Executive Officer)
Ms. Alessandra COZZANI (Chief Financial Officer)
Mr. Lorenzo BERTELLI
Principal place of business
in Hong Kong:
8th Floor
One Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong
Independent Non-executive Directors:
Ms. Marina Sylvia CAPROTTI
Mr. Maurizio CEREDA
Mr. Yoël ZAOUI
Non-executive Director:
Mr. Stefano SIMONTACCHI
December 23, 2021
To the Shareholders
Dear Sir or Madam,
PROPOSALS FOR
INCREASE OF THE NUMBER OF DIRECTORS
ELECTION OF TWO ADDITIONAL DIRECTORS
INCREASE OF AGGREGATE BASIC REMUNERATION OF THE BOARD
AND
NOTICE OF THE SHAREHOLDERS’ GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you Notice of the Online SGM and to provide information regarding the resolutions to be proposed thereto. In particular: (1) the increase of the number of Directors; (2) the election of two additional Independent Non-Executive Directors; and (3) the increase of the aggregate basic remuneration of the Board.
LETTER FROM THE BOARD
INCREASE OF THE NUMBER OF DIRECTORS
As provided for Article 19.12 of the By-laws and in accordance with the procedure set in Article 19.3, the Company received a notice from Prada Holding S.p.A., its controlling shareholder, proposing that the number of Directors should be increased to eleven (currently the Board comprises nine Directors). The proposal is aimed at adding to the current Board two ESG experts to further implement the relevant strategy and practices.
Each of the new candidate to the Board will hold the office for the remaining term of the current Board, which is until the date of the shareholders’ general meeting to be called to approve the financial statements of the Company for the year ending on December 31, 2023.
The proposed increase of the number of Directors was reviewed and recommended by the Nomination Committee on December 17, 2021.
ELECTION OF TWO ADDITIONAL DIRECTORS
Prada Holding S.p.A. proposed that each of the following candidates be elected for the first time as Independent Non-Executive Directors of the Company at the Online SGM:
- Ms. Pamela CULPEPPER; and
- Ms. Anna Maria RUGARLI.
The Nomination Committee on December 17, 2021 has reviewed and assessed the independence of the proposed candidates also based on the written confirmation of independence provided to the Company by each of such candidates.
In light of the above, the Board is of the view that it is in the best interest of the Company that each of Ms. Pamela CULPEPPER and Ms. Anna Maria RUGARLI be elected as Independent Non-Executive Director.
Pursuant to Code Provision E.1.1 of Appendix 14 of the Listing Rules, the election of Directors under resolution 2 of the Notice of the Online SGM will be voted on individually by Shareholders.
Biographical details of the two proposed Directors are set out in Appendix I to this circular.
INCREASE OF AGGREGATE BASIC REMUNERATION OF THE BOARD
Under Article 11.1 of the By-laws, the shareholders’ general meeting of the Company shall resolve on the aggregate basic remuneration of the Board for each year of its term. It is proposed that the Online SGM shall approve to increase the aggregate basic remuneration of the Board from Euro 450,000 to Euro 550,000 for each year of the remaining term of its three-year mandate.
According to the By-laws and the Italian corporate law and practices, the possible additional remuneration of Directors vested with special authorities is determined by the Board, having considered the recommendation of the Remuneration Committee and the opinion of the Board of Statutory Auditors.
- 7 -
LETTER FROM THE BOARD
In this regard and in accordance with the recommendation of the Remuneration Committee rendered on December 17, 2021, the Online SGM shall resolve on the aggregate basic yearly remuneration of the Board consisting of 11 Directors for the remaining term of its three-year mandate.
NOTICE OF ONLINE SGM
The Notice is set out on pages 11 to 12 of this circular.
FORM OF PROXY
A form of proxy for being represented and vote at the Online SGM is enclosed with this circular. The form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.pradagroup.com.
Whether Shareholders are able to attend the Online SGM, they are encouraged to appoint their own proxy or the Company's designated proxy(ies), as their proxy.
If you are interested in being represented and voting in the Online SGM, you are requested to complete the proxy form in accordance with the instructions printed thereon and to return it to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, either at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or via email to [email protected] as soon as possible, and in any event, by no later than 12:00 noon CET time or 7:00 p.m. Hong Kong time on Wednesday, January 26, 2022, being 48 hours before the time fixed for the holding of the Online SGM.
VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, a vote of shareholders at the Shareholders' general meeting must be taken by poll. The Chairperson of the Online SGM will demand a poll on each of the resolutions submitted for determination at the Online SGM.
The results of the poll will be announced at the Online SGM and will be published on the websites of the Stock Exchange at www.hkexnews.hk and the Company at www.pradagroup.com following the Online SGM.
RECOMMENDATION
The Directors believe that the proposed resolutions as set out in the Notice are all in the best interests of the Company, the Group and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the resolutions to be proposed at the Online SGM.
Yours faithfully
By order of the Board
PRADA S.p.A.
Mr. Paolo ZANNONI
Chairman
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR ELECTION
DETAILS OF DIRECTORS PROPOSED FOR ELECTION
Pursuant to Article 19.3 of the By-laws, the Company received a notice from Prada Holding S.p.A., its controlling shareholder, proposing that each of the following candidates be elected as Independent Non-Executive Directors of the Company for the remaining term of the current Board's mandate:
- Ms. Pamela CULPEPPER as Independent Non-Executive Director
- Ms. Anna Maria RUGARLI as Independent Non-Executive Director
Biographical details of each candidate standing for election are as follows:
CULPEPPER, Pamela, aged 57, is one of three co-founders of Have Her Back, LLC., a female-owned, female led culture consultancy focused on advancing equity for all.
Before that, Ms. Culpepper was the Chief Human Resources Officer at Cboe Global Markets, Inc., one of the world's largest exchange holding companies, offering cutting-edge trading and investment solutions to investors around the world. At Cboe, Ms. Culpepper served as a trusted advisor to the executive team and Board of Directors on talent management, compensation and benefits and Cboe's recent M&A of a global exchange.
As a veteran HR executive, Ms. Culpepper has over 25 years of experience. She joined Cboe from Golin, where she was the company's Chief People Officer. For more than 14 years prior, Ms. Culpepper held various leadership roles with PepsiCo, Inc., including Chief Global Diversity and Inclusion Officer, Vice President, Human Resources for Quaker Foods and Snacks; Vice President, Human Resources for PepsiCo's Beverages Supply Chain; and Vice President, Talent Management and Diversity for Quaker, Tropicana and Gatorade. Before PepsiCo, Ms. Culpepper held progressive roles with McKesson Corporation, Clorox and Wells Fargo.
Ms. Culpepper is a former Board Trustee of VSO International, based in the United Kingdom and was a Board member for Navy Pier of Chicago. Ms. Culpepper has a B.A. in Psychology from the University of Arkansas at Little Rock and a Masters of Public Administration in Organizational Change, from California State University, Eastbay.
Ms. Culpepper has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years. Ms. Culpepper does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
Ms. Culpepper's appointment as an Independent Non-Executive Director is for a term expiring on the date of shareholders' general meeting to be called to approve the financial statements of the Company for the year ending December 31, 2023, but will be subject to approval at the Shareholders' General Meeting pursuant to the By-laws.
As at the Latest Practicable Date, Ms. Culpepper did not have any interests in the shares of the Company within the meaning of Part XV of the SFO, which are required to be disclosed.
APPENDIX I - DETAILS OF DIRECTORS PROPOSED FOR ELECTION
Save as disclosed above, there is no other matter concerning Ms. Culpepper that needs to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
RUGARLI, Anna Maria, aged 49, is Corporate Sustainability Vice President of Japan Tobacco International responsible to develop business-integrated strategy at a global level.
Ms. Rugarli is a Sustainability & CSR expert with more than twenty years' experience specializing in designing innovative programs and in developing strategies.
She initiated and launched Nike's Sustainability & CSR programs in the Europe, Middle East & Africa regions and was with the company for 12 years pioneering this work at industry level.
She then led VF's Circular Economy strategy at global level as well as Sustainability, Purpose, and I&D strategy at regional level for 10 years. During this time, she managed broad networks of stakeholders and cross-sector partners and led Sustainability & CSR programs integration across the business. While at VF she was a Board member and then President of European Outdoor Conservation Association for a total of seven years.
Ms. Rugarli matured in depth understanding and knowledge of social, environmental and supply chain issues in the sporting goods, outdoor, apparel and footwear industries.
She is an accomplished public speaker, contributed to numerous international high-level conferences and gave interviews to national and international media. She was named as one of Forbes Top 100 Most Successful Women in Italy in 2020.
She graduated in Political Sciences and is a certified broker in Cross-Sector Partnerships at Cambridge University.
Ms. Rugarli has not held any directorship in any other listed companies in Hong Kong or overseas in the last three years. Ms. Rugarli does not have any relationships with any Directors, senior management or substantial or controlling shareholders of the Company.
Ms. Rugarli's appointment as an Independent Non-Executive Director is for a term expiring on the date of shareholders' general meeting to be called to approve the financial statements of the Company for the year ending December 31, 2023, but will be subject to approval at the Shareholders' General Meeting pursuant to the By-laws.
As at the Latest Practicable Date, Ms. Rugarli did not have any interests in the shares of the Company within the meaning of Part XV of the SFO, which are required to be disclosed.
Save as disclosed above, there is no other matter concerning Ms. Rugarli that needs to be brought to the attention of the Shareholders and there is no information to be disclosed pursuant to any of the requirements under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
NOTICE OF SHAREHOLDERS' GENERAL MEETING
PRADA S.p.A.
Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan, Monza, Brianza, Lodi, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company with limited liability)
(Stock Code: 1913)
NOTICE IS HEREBY GIVEN that the Shareholders' General Meeting of PRADA S.p.A. (the "Company") will be held in Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Friday, January 28, 2022 at 12:00 noon CET time or 7:00 p.m. Hong Kong time (see Note 1). In accordance with Articles 13.2 and 17.3 of the By-laws, persons entitled to attend and vote at the Shareholders General Meeting are allowed to attend and vote by way of electronic means only.
The Shareholders' General Meeting will be convened for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolutions:
-
To increase the number of Directors from nine to eleven;
-
To elect, for the remaining term of the current Board of Directors' mandate which is expiring on the date of the shareholders' general meeting to be called to approve the financial statements for the year ending December 31, 2023:
(a) Ms. Pamela CULPEPPER as an Independent Non-Executive Director;
(b) Ms. Anna Maria RUGARLI as an Independent Non-Executive Director;
- To increase the aggregate basic remuneration of the Board of Directors from Euro 450,000 to Euro 550,000 for each year of the remaining term of its three-year mandate (2021 to 2023).
By Order of the Board
PRADA S.p.A.
Mr. Paolo ZANNONI
Chairman
Milan (Italy), December 23, 2021
Registered office:
Via A. Fogazzaro n. 28
Milan 20135
Italy
Principal place of business in Hong Kong:
8th Floor
One Taikoo Place
979 King's Road
Quarry Bay
Hong Kong
- 11 -
NOTICE OF SHAREHOLDERS' GENERAL MEETING
Notes:
(1) The online platform will be opened for registered Shareholders and non-registered Shareholders to log in 45 minutes prior to the commencement of the Shareholders' General Meeting ("Online SGM"), but login procedures will be closed at 5 minutes before the start of the Online SGM, given that under Italian laws, the Company will announce at the commencement of the SGM the number of shares and percentage present. The online platform can be accessed from any location with internet connection by a smart phone, tablet device or computer. Shareholders should allow ample time to check into the online platform to complete the related procedures and remain logged in until the commencement of and during the Online SGM as you will not be able to re-enter the online platform as of 5 minutes before the start of the Online SGM. Our "Online User Guide" will be available on the Company's website www.pradagroup.com around one week before the SGM to guide you through the login process.
(2) A Shareholder entitled to attend and vote at the Online SGM is entitled to appoint any other person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder of the Company. As a matter of Italian law, it is not possible to appoint a director, statutory auditor or employee of the Company or any of its subsidiaries as proxy.
(3) In the case of joint registered holders of any shares, the vote of the senior who tenders a vote (by proxy), will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose, seniority shall be determined as that one of the persons so represented whose name stands first on the register of Shareholders in respect of such share shall alone be entitled to vote in respect thereof.
(4) In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) and any other documents specified in the proxy form itself, shall either be deposited with the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong or sent via email to [email protected], in each case, by no later than 12:00 noon CET time or 7:00 p.m. Hong Kong time on January 26, 2022, being 48 hours before the time fixed for the holding of the Online SGM. The form of proxy is published on the websites of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the Company at www.pradagroup.com. The completion and return of the proxy form shall not preclude Shareholders from attending and voting online at the Online SGM (or any adjournment thereof) if they so wish.
(5) The transfer books and Shareholders' register will be closed during the following period:
Online SGM
In order to qualify for attending and voting for the Online SGM, all transfer documents accompanied by the relevant share certificates must be lodged with:
(a) the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong Share Registrar, or
(b) the Company's registered office at Via Antonio Fogazzaro n. 28, Milan 20135, Italy, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office,
in any case no later than 4:30 p.m. (Hong Kong time) or 9:30 a.m. (CET time) on Tuesday, January 25, 2022. The shareholders' register of the Company (both sections) will be closed from Wednesday, January 26, 2022 to Friday, January 28, 2022, both days inclusive, during which period no shares transfer can be registered.
The Shareholders recorded on the Shareholders' register on Wednesday, January 26, 2022 (record date) will be allowed to attend and vote at the Online SGM.
(6) The Chairperson of the meeting will demand a poll on each of the resolutions submitted for determination at the Online SGM. On a poll, every Shareholder who is present, or as represented by the proxy or corporate representative, shall have one vote for every share held by him/her.
- 12 -