RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A. Ordinary General Meeting of the Shareholders 29th April 2025
Summary report of the votes on items on the agenda pursuant to article 125-quater, paragraph 2 of the Legislative Decree 24th February 1998 no. 58
Item 1.a
Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2024; related and consequent resolutions: Financial Statements as at 31st December 2024;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
174,375,234 |
98.573% |
83.383% |
| Against |
1,252,522 |
0.708% |
0.599% |
| Abstension |
1,272,659 |
0.719% |
0.609% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 1.b
Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2024; related and consequent resolutions: allocation of the profit for the 2024 financial year.
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
176,875,754 |
99.986% |
84.579% |
| Against |
12,703 |
0.007% |
0.006% |
| Abstension |
11,958 |
0.007% |
0.006% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 2.a
Appointment of the Board of Directors: determination of the number of the Board of Directors' members;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
176,832,615 |
99.962% |
84.558% |
| Against |
55,842 |
0.031% |
0.027% |
| Abstension |
11,958 |
0.007% |
0.006% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 2.b
Appointment of the Board of Directors: determination of the term of office of the Board of Directors;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
174,247,936 |
98.501% |
83.322% |
| Against |
2,591,814 |
1.465% |
1.240% |
| Abstension |
60,665 |
0.034% |
0.029% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 2.c
Appointment of the Board of Directors: appointment of the members of the Board of Directors;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| Slate 1 |
135,759,736 |
76.743% |
64.918% |
| Against |
41,128,721 |
23.250% |
19.667% |
| Abstension |
11,958 |
0.007% |
0.006% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 2.d
Appointment of the Board of Directors: determination of the remuneration of the members of the Board of Directors;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
|
|
|
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
175,754,647 |
99.352% |
84.043% |
| Against |
1,133,810 |
0.641% |
0.542% |
| Abstension |
11,958 |
0.007% |
0.006% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 2.e
Appointment of the Board of Directors: exemption of directors from non-compete obligations pursuant to article 2390 of the Italian Civil Code; related and consequent resolutions.
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
|
|
|
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
105,151,153 |
59.441% |
50.281% |
| Against |
71,737,304 |
40.552% |
34.304% |
| Abstension |
11,958 |
0.007% |
0.006% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 3.a
Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3-bis and 6, of Legislative Decree no. 58 of 24th February 1998: binding resolution on the first section regarding the remuneration policy;
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
161,109,237 |
91.073% |
77.040% |
| Against |
15,526,018 |
8.777% |
7.424% |
| Abstension |
265,160 |
0.150% |
0.127% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 3.b
Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3-bis and 6, of Legislative Decree no. 58 of 24th February 1998: non-binding resolution on the second section on the remuneration paid for 2024.
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
143,362,494 |
81.041% |
68.553% |
| Against |
33,128,784 |
18.728% |
15.842% |
| Abstension |
409,137 |
0.231% |
0.196% |
| Total |
176,900,415 |
100.000% |
84.591% |
Item 4
Proposal to authorise the purchase and utilisation of treasury stock; related and consequent resolutions.
|
Shares no. |
% shares represented in the |
% of the Share Capital |
|
|
meeting |
|
| Quorum of the shareholders' meeting |
176,900,415 |
100% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| has instructions for the agenda to be voted |
|
|
|
| (voting quorum): |
176,900,415 |
100.000% |
84.591% |
| Shares for which the Appointed Representative |
|
|
|
| had no instructions: |
0 |
0.000% |
0.000% |
|
Shares no. |
% participants in the vote |
% of the Share Capital |
| In favor |
175,942,757 |
99.459% |
84.133% |
| Against |
952,058 |
0.538% |
0.455% |
| Abstension |
5,600 |
0.003% |
0.003% |
| Total |
176,900,415 |
100.000% |
84.591% |