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Sabaf — AGM Information 2024
May 14, 2024
4440_dva_2024-05-14_9641393a-7cba-47c6-8745-7d6966d02498.pdf
AGM Information
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SABAF S.P.A.
Ordinary and extraordinary Shareholders' meeting agenda of 08 May 2024
A total of n. 41 Shareholders by proxy holders of N. 8,767,532 ordinary shares equal to 69.107541% ordinary share capital and of n. 14,433,711 votes equal to 76.716656% of the total voting rights attended the shareholders' meeting
SUMMARY REPORT OF THE VOTING ON THE ITEMS ON THE SHAREHOLDERS' MEETING
Ordinary part
1. Financial report at 31 December 2023: management report prepared by the Board of Directors and consolidated non-financial statement; Independent Auditors' Report and Report of the Board of Statutory Auditors; Approval of the Financial statements at 31 December 2023.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
||
|---|---|---|---|---|---|
| In favour | 39 | 14,306,575 | 99.119173 | 76.040915 | |
| Against | 2 | 127,136 | 0.880827 | 0.675741 | |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 | |
| Not voting | 0 | 0 | 0.000000 | 0.000000 | |
| Total | 41 | 14,433,711 | 100.000000 | 76.716656 |
SABAF S.p.A.
Via dei Carpini ,1 - 25035 Ospitaletto - Brescia - Italia Cap. Soc. Euro 12.686.795 int. vers.- Reg. Imp. di Brescia N. 52821 Tel.: +39 030 6843001 - [email protected] - [email protected]
www.sabaf.it - www.sabafgroup.com

2. Resolution on the dividend proposal.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 | 0 | 0.000000 | 0.000000 |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 |
| Not voting | 0 | 0 | 0.000000 | 0.000000 |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
3. Report on remuneration policy and remuneration paid:
3.1 Resolution on the first section pursuant to paragraphs 3-bis and 3-ter of Article 123- ter of Italian Legislative Decree 58/1998;
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
||
|---|---|---|---|---|---|
| In favour | 11 | 13,344,551 | 92.454054 | 70.927659 | |
| Against | 30 | 1,089,160 | 7.545946 | 5.788997 | |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 | |
| Not voting | 0 | 0 | 0.000000 | 0.000000 | |
| Total | 41 | 14,433,711 | 100.000000 | 76.716656 |
SABAF S.p.A.


3.2 Resolution on the second section pursuant to paragraph 6 of Article 123- ter of Italian Legislative Decree 58/1998.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
||
|---|---|---|---|---|---|
| In favour | 11 | 13,153,842 | 91.132779 | 69.914021 | |
| Against | 30 | 1,279,869 | 8.867221 | 6.802635 | |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 | |
| Not voting | 0 | 0 | 0.000000 | 0.000000 | |
| Total | 41 | 14,433,711 | 100.000000 | 76.716656 |
4. Appointment of the Board of Directors:
4.1 Determination of the number of members of the Board of Directors;
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 14,433,711 |
100.000000 | 76.716656 | |
| Against | 0 0 |
0.000000 | 0.000000 | |
| Abstentions | 0 0 |
0.000000 | 0.000000 | |
| Not voting | 0 0 |
0.000000 | 0.000000 | |
| Total | 41 14,433,711 |
100.000000 | 76.716656 |
SABAF S.p.A.

4.2 Determination of the term of office;
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 | 0 | 0.000000 | 0.000000 |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 |
| Not voting | 0 | 0 | 0.000000 | 0.000000 |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
4.3 Appointment of the Directors;
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
||
|---|---|---|---|---|---|
| LIST 1 | 2 | 4,781,288 | 33.125840 | 25.413037 | |
| LIST 2 | 1 | 1,748,722 | 12.115540 | 9.294637 | |
| LIST 3 | 38 | 7,903,701 | 54.758620 | 42.008982 | |
| Against | 0 | 0 | 0.000000 | 0.000000 | |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 | |
| Not voting | 0 | 0 | 0.000000 | 0.000000 | |
| Total | 41 | 14,433,711 | 100.000000 | 76.716656 |
SABAF S.p.A.


4.4 Determination of the annual remuneration of the members of the Board of Directors.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 0 |
0.000000 | 0.000000 | |
| Abstentions | 0 0 |
0.000000 | 0.000000 | |
| Not voting | 0 0 |
0.000000 | 0.000000 | |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
5. Appointment of the Board of Statutory Auditors for the three-year period from 2024 to 2026:
5.1 Appointment of the members of the Board of Statutory Auditors;
| NUMBER OF SHAREHOLDER (IN PERSON OR BY |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
||
|---|---|---|---|---|---|
| PROXY) | |||||
| LIST 1 | 3 | 6,530,010 | 45.241380 | 34.707674 | |
| LIST 2 | 37 | 7,902,659 | 54.751401 | 42.003444 | |
| Against | 0 | 0 | 0.000000 | 0.000000 | |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 | |
| Not voting | 1 | 1,042 | 0.007219 | 0.005538 | |
| Total | 41 | 14,433,711 | 100.000000 | 76.716656 |
SABAF S.p.A.

5.2 Appointment of the Chairman of the Board of Statutory Auditors; (Not submitted to the vote of the assembly as several lists have been submitted)
5.3 Determination of yearly remuneration.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 0 |
0.000000 | 0.000000 | |
| Abstentions | 0 0 |
0.000000 | 0.000000 | |
| Not voting | 0 0 |
0.000000 | 0.000000 | |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
6. Authorisation to renew an insurance policy for the Company's directors, statutory auditors and managers for the period from 2024 to 2026.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 | 0 | 0.000000 | 0.000000 |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 |
| Not voting | 0 | 0 | 0.000000 | 0.000000 |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
SABAF S.p.A.


7. Authorisation to purchase and sell treasury shares, subject to revocation of the authorisation granted with resolution dated 28 April 2023; related and consequent resolutions.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY PROXY) |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| In favour | 41 | 14,433,711 | 100.000000 | 76.716656 |
| Against | 0 | 0 | 0.000000 | 0.000000 |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 |
| Not voting | 0 | 0 | 0.000000 | 0.000000 |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |
8. Remuneration plan based on financial instruments in favour of directors and employees of the Company and its subsidiaries; resolution pursuant to Article 114-bis of Italian Legislative Decree 58/1998; granting of proxies to the Board of Directors.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| PROXY) | ||||
| In favour | 11 13,053,993 |
90.441003 | 69.383313 | |
| Against | 30 1,379,718 |
9.558997 | 7.333343 | |
| Abstentions | 0 0 |
0.000000 | 0.000000 | |
| Not voting | 0 0 |
0.000000 | 0.000000 | |
| Total | 41 14,433,711 |
100.000000 | 76.716656 |
SABAF S.p.A.

Extraordinary session
1. Assignment to the Board of Directors of the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital against payment all at once or in multiple instalments and through splitting shares, no later than 8 May 2029, with the exclusion of the right of option pursuant to Article 2441, paragraph 4, second sentence, of the Italian Civil Code, through the issue of a number of ordinary shares not exceeding 10% (ten per cent) of the share capital existing before the date of exercise of the power, if any, and in any case for a nominal amount not exceeding €1,268,679.00 (one million one hundred and fifty-three thousand four hundred and fifty/00), with the right to establish any additional share premium; consequent amendment of Article 5 of the Articles of Association; related and consequent resolutions and delegation of powers.
| NUMBER OF SHAREHOLDER (IN PERSON OR BY |
NUMBER OF SHARES |
% ON VOTING RIGHTS THAT CAN BE EXERCISED PRESENT OR REPRESENTED |
% ON TOTAL VOTING RIGHTS |
|
|---|---|---|---|---|
| PROXY) | ||||
| In favour | 39 | 14,306,575 | 99.119173 | 76.040915 |
| Against | 2 | 127,136 | 0.880827 | 0.675741 |
| Abstentions | 0 | 0 | 0.000000 | 0.000000 |
| Not voting | 0 | 0 | 0.000000 | 0.000000 |
| Total 41 |
14,433,711 | 100.000000 | 76.716656 |