AI assistant
Prima Industrie — AGM Information 2021
Mar 18, 2021
4210_rns_2021-03-18_44b793aa-32d8-4f1e-9d0b-61af3aacc52a.pdf
AGM Information
Open in viewerOpens in your device viewer
PRIMA INDUSTRIE S.p.A. Registered Office : via Torino - Pianezza 36 – Collegno (TO) Share Capital: Euro 26.208.185 fully paid - u p Company Register and VAT no. 03736080015
SHAREHOLDERS' MEETING
The Shareholders' Meeting is convened under ordinary session on April 20, 2021 at 10.00am, in single call, at PRIMA INDUSTRIE S . P.A., Via Torino - Pianezza no. 36, Collegno (TO), to discuss and resolve on the following
Agenda
- 1 . 2020 Annual Report and relevant documents: consequent resolutions. Examination of the 2020 Group Consolidated Annual Repo rt and Sustainability Report.
- 2 . Approval of first section of the Report on the Remuneration Policy and the Fees paid ex article 123 ter, comma 3 - bis of T.U.F.
- 3 . Resolution on the second section of the Report on the Remuneration Policy and the Fees paid ex article 123 ter, comma 6 of T.U.F.
- 4 . Approval of a Management Incentive Plan based on the assignment of shares ex article 114 bis of T.U.F.
- 5 . Resolutions concerning purchase and disposal of treasury stocks ex articles 2357 and 2357 -ter of Civil Code, subject to the revocation of the Shareholders' resolution of May 12, 2020.
QUALIFICATION FOR ATTENDANCE AND REPRESENTATION AT THE SHAREHOLDERS' MEETING AND PROXY TO THE APPOINTED REPRESENTATIVE
Qualification to attend the Shareholders' Meeting is granted to those who will own voting rights at the end of the date of April 9, 2021 (record date) and for whom the Company has received relevant communication issued by the authorized intermediary.
Those who will prove to be Shareholders after the date of April 9, 2021 will not have the right of attending and voting during the meeting.
Pursuant to article 106 of Law Decree no. 18 of March 17, 2020 (the so called "Cura Italia" Decree), converted, with amendments, by law April 24, 2020 no. 27) and lastly e xtended by article 3, para. 6, of Law Decree December 31, 2020 no. 183, converted by law February 26, 2021 no. 21, the attendance to the Shareholders' Meeting by those who hold voting rights is exclusively all owed through the Appointed Representative.
Cons equently the Company commissioned Computershare S.p.A. – with offices in Torino, Via Nizza 262/73, 10126 – to represent the Shareholders ex article 135 - undecies of Law Decree no. 58/98 and of aforementioned Law Decree (the " Appointed Representative"). Shar eholders who wish to attend the Shareholders' Meeting will have therefore to release a proxy to the Appointed Representative – with relevant voting instructions – on all or some of the proposed resolutions connected with the items in agenda by using the sp ecific proxy form, provided by the Appointed Representative himself in agreement with the Company, available on the Company website at the following address: www.primaindustrie.com – https://www.primaindustrie.com/information -for -the -shareholders/ . The proxy to the Appointed Representative has no effect o n proposals
for which no voting instructions have been duly given.
The proxy t o the Appointed Representative will have to be received by Computershare S.p.A. by the second day of open market preceding the date of the meeting, that is by April 16, 2021.
It should be noted that to the Appointed Representative may also be granted proxi es or sub - delegation pursuant t o article 135 - novies of T.U.F., in derogation of article 135 - undecies, para. 4 of Law Decree no. 58/98 following the instructions expressed by the proxy form available on the Company website www.primaindustrie.com – https://www.primaindustrie.com/information -for -the -shareholders/ .
In consideration of the ongoing emergency, the proxies can be conferred by 12 noon of April 19, 2021. Through same modalities, those entitled may have the possibility of revoking , within same term, the proxy/sub - delegation and t he voting instructions provided.
The attendance by the legitimate subjects at the Shareholders' Mee ting (the members of the Governance bodies, the appointed Secretary and the Appointed Representative), in consideration of the limitations which may arise due to health needs, may also take place (or exclusively) through telecommunication channels with mod alities personally communicated to each of them, in compliance with the regulatory provisions applicable for such contingency.
The Appointed Representative will be available for clarifications or information at the number +39 011 0923216 or +39 011 092320 0 or at the email address [email protected] .
Shareholders are hereby informed that the company reserves the rights to integrate and/or modify the above instructions in consideration of the possible comin g needs connected with the current epidemiologic al emergency connected with COVID - 19 and of its developments, currently unpredictable.
RIGHTS TO ASK QUESTIONS BEFORE THE MEETING
Shareholders may ask questions, ex article 127 -ter of T.U.F., about the items in agenda even before the Shareholders' Meeting through Registered mail to the address [email protected] .
The question must include the personal data of the applicant Shareholder (surname and name or company name in case of companies, place and date of birth and fiscal code number).
Shareholders proving ownership of sha res by the date of April 9, 2021 (record date) have the right to receive a reply. For the purpose a communication must be produced, with effect up to the aforementioned date, even after the question filing, by the depositary intermediary attesting the applicant's ownership of shares and addressed to [email protected] . In case the Shareholder has requested the certification to attend the Meeting to his depositary intermediary , it will be sufficient to include in the request the references of such notice issued by the intermediary or, at least, t he intermediary's name.
Questions received by April 9, 2021, upon verification of their relevancy and the qualification of the applicant, will be answered by the Company at the latest by April 15, 2021.
INTEGRATION OF THE AGENDA
According to article 126 - b is of T.U.F., Shareholders representing , even jointly, a fortieth of the share capital may require, by March 28, 2021 (10 days after the publication of the Shareholders' Meeting notice), the integration of the items to be discussed or submit additional prop osals about the items already in agenda. The integration is not allowed for items on which the Shareholders' Meeting is called to resolve upon proposal of Directors or upon a project or a report prepared by same, other than those ex article 125 -ter para. 1 of T.U.F.
Requests must be submitted in writing through Registered mail to [email protected] provided they be received by the Company within the above terms and be accompanied by a report on the items proposed for discussion or on additional proposals.
The certification on the ownership of shares by the applicant Shareholders as well as of the shareholding threshold necessary to require the integration of the agenda must result from a specific communication produced by the depositary intermediary, effective on the date of the reque st, addressed to [email protected] In such a case, the integrated list of item s to be discussed at the M eeting will be published at least fifteen days before the date set for the Meeting, with same modality of publication of the notice of call.
OPTION TO PRESENT INDIVIDUALLY PROPOSALS FOR RESOLUTIONS BEFORE THE SHAREHOLDERS 'MEETING
In addition to the foregoing, taking in consideration that the attendance t o the Shareholders' Meeting is provided exclusively through the Appointed Representative, the persons entitled to take part t o the Shareholders' Meeting who intend to formulate re solution proposals on the items i n agenda are invited to submit them in adv ance, by April 2, 2021, with same modalities as indicated in the previous paragraph. These proposals, where relevant, wi ll be published on the Company website by 5 April 2021, in or der to allow those entitled to vote to express themselves consciously, also in consideration of these new proposals and to allow the Appointed Representative to collect any voting instructions, even on same. The applicant must provide suitable documentatio n proving the qualification to attend the Shareholders' Meeting.
DOCUMENTATION AND OTHER INFORMATION
The documentation relevant to the items in agenda as well as the Annual Corporate Governance Report and the Sustainability Report will be made available c/ o the Company Registered Office and on the company website www.primaindustrie.com ( https://www.primaindustrie.com/information -for -the -shareholders/ ), as well as the authorized storage site ( ) within the terms stated by current rulings, with the faculty, for those holding the right, to obtain a copy.
The share capital amou nts t o Euro 26,208,185.00 and is split into 10,483,274 ordinary shares (euro 2.50 each face value), all holding voting rights.
As of today Prima Industrie S.p.A. holds 100,000 treasury stocks.
The Chairman of the Board of Directors
Gianfranco Carbonato
Colleg no, March 1 8 , 2021