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Safilo Group AGM Information 2021

Apr 9, 2021

4328_rns_2021-04-09_45227aae-384d-4409-b3e0-612995d9e96d.pdf

AGM Information

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This document cancels and substitutes the previous document, stored on 07/04/2021 at 18:38, "List No. the Appointment of the Board of Directors filed by BDL CAPITAL MANAGEMENT BV", protocol 97640 , wara info, to update the candidate's CV.

Delivered by certified e-mail to [email protected]

SAFILO GROUP S.p.A.

  • Legal and Corporate Department -Settima Strada no. 15 35129 Padua

March 29, 2021 -

Re: Ordinary Shareholders' Meeting of SAFILO GROUP S.p.A.; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

Dear Sirs,

BDT Caritel Massagement S. Frie Fride Socher SBOOR FARRE ae oa oe aa 10 xea - oe oo oo oo oo aa 10 hel

in view of the SAFILO GROUP S.p.A. Ordinary Shareholders' Meeting Stocketing Stocketheld online Job 201 April 29, 2021 at 10:00 a.m., in single call, to discuss and deliberate, inter alia, over "3. Appointment of the Board of Directors for the 2021-2023 term: 3.1 Determination of the number of the Board of Directors 3.2 Appointment of directors 3.3. Determination of the annual remuneration of the Board of Directors"", the undersigned Hughes Beuzelin, acting as legal representative of BDL Capital Management (hereinafter, "BDL CM"), with registered office in Paris, France, owner of no. 41,344,726 ordinary shares in SAFILO GROUP S.p.A., representing 14,99% of the share capital thereof (through the following managed funds: 22,236,177 shares in BDL Rempart Europe; 11,905,996 shares in BDL Convictions, 4,873,628 shares in BDL Navarre and 2,328,925 shares in RMM LUX BDL European Equity Alpha), in compliance with Article 14 of the Company's Articles of Association, presents the following list of candidates for the appointment of the new Board of Directors, with the following sequential numbers:

  1. Matthieu Brisset, born in Paris on March 2, 1972, French citizen, resident

In accordance with article 14 of the Company's Articles of Association, this list is filed accompanied by the following documents:

  • A) certification issued by the registered intermediary attesting the ownership by BDL Capital Management of no. 41,344,726 shares equal to 14,99% of the share capital of SAFILO GROUP S.p.A .;
  • B) statement of the candidate accepting the candidature as member of the Board of Directors of SAFILO GROUP S.p.A. and attesting, under his own responsibility, that there is no cause for ineligibility, decadence or incompatibility provided for by the law, as well as the meeting of the requirements of honour and professionalism as envisaged by the regulations in force for the appointment as member of the Board of Directors, and statement on satisfaction of the independence requirements set forth pursuant to the joint application of articles 147-ter, paragraph 4, and 148, paragraph 3, of the Italian Financial Act and the application of Article 2 of the Corporate Governance Code issued by Borsa Italiana S.p.A .;

C) curriculum vitae containing the personal and professional characteristics of the candidate, and the number of offices held in other companies.

Yours faithfully,

Hughes Beuzelin

BDL Capital Management 24, rue du Rocher 75008 PARIS Tel. 01 56 90 50 90 - Fax 01 56 90 50 95 SAS au capital de 200 000 euros RCS PARIS B 481 094 480

To: SAFILO GROUP S.p.A.

Settima Strada no. 15 35129 Padua

To the kind attention of the Board of Directors

March 29th, 2021

Dear Sirs,

Re: ordinary Shareholders' Meeting of SAFILO GROUP S.p.A .; Presentation of a list for the appointment of the Board of Directors pursuant to article 14 of the Company's Articles of Association

I, the undersigned, Matthieu BRISSET, born in Paris on March 2nd, 1972, French citizen, resident

taking note that:

  • the ordinary Shareholders' Meeting of SAFILO GROUP S.p.A. (the "Company") has been called on April 29th 2021 at 10:00 a.m., in single call, in order to discuss and resolve, among others, upon the 43. Appointment of the Board of Directors for the 2021-2023 term: 3.1 Determination of the number of members of the Board of Directors 3.2 Appointment of directors 3.3. Determination of the annual remuneration of members of the Board of Directors" (the "Shareholders' Meeting");
  • the shareholder BDL Capital Management intends to file a list of candidates to the appointment of the Board of Directors of the Company (the "List") to be resolved by the Shareholders' Meeting pursuant to and for the purposes of Article 14 of the Company's Articles of Association; and
  • in relation to the above, the shareholder BDL Capital Management intends to candidate me, the undersigned, as member of the Board of Directors and indicate the name of same undersigned at no. 1 of the List;

declare

    1. to irrevocably accept the nomination as member of the Board of Directors of the Company proposed by the shareholder BDL Capital Management by means of the List;
    1. to irrevocably accept the office as director of the Company, in the event of my appointment as director of the Company by the Shareholders' Meeting, with effect as of same appointment;
    1. not to be candidate of another list presented for the purposes of the same Shareholders' Mecting.

Under my responsibility for the following statements, I, the undersigned, also,

attest

  1. that there are no reasons for ineligibility, forfeiture and incompatibility provided for by the law;

    1. to meet the requirements of integrity and professionalism required by the law for the acceptance of the position as member of the Board of Directors of a listed company;
    1. not to hold any interest on an unlimited liability basis in any company carrying out competing activity vis -- a- vis the Company, nor to conduct, for my own account or on behalf of third parties, any competing activity to those carried out by the Company nor to have been appointed director or general manager of companies carrying out competing activities vis-à-vis the Company; and

state

to meet the requirements to be qualified as an independent director in accordance with the provisions of articles 147-ter, paragraph 4, and 148, paragraph 3, of Legislative Decree 24 February 1998 no. 58 and in accordance with article 2, recommendation no. 7 of the Corporate Governance Code.

Curriculum vitae is herein attached providing also for a list of the offices held in other companies.

I undertake to promptly inform the Company of any changes in circumstance that modify the above information and statements and to produce, if requested, the documentation proving the truthfulness of the data declared.

The undersigned authorizes the Company to publish the data and information contained in the curriculum vitae and the collection and processing of personal data in the context and for the purposes of the procedure for appointing the members of the Company's Board of Directors.

In witness whereof

Matthicu BRISSET

Matthieu Brisset

Contact

Profile

Seasoned luxury executive, with strong financial background

A qualified engineer with commercial acumen and extensive transactional expertise

Strong proven expertise in B2B and B2C luxury brand executive management

International experience and multilingual

Manager guiding his teams fostering collective achievement and accountability to reach ambitious targets

Enthusiastic and creative leader, action oriented, risk taker and adaptable

French citizen

Languages

English - bilingual Italian - fluent German - professional

Education

Ecole Polytechnique – 1992

Seasoned Luxury Executive, with Strong Financial Background

  • B2B/B2C luxury brand leadership
  • Deliver strategic growth, international development
  • Customer centric

LVMH Moët Hennessy - Louis Vuitton from 2008 to 2020

Advisor to CEO and Deputy CEO, LVMH 2020
Senior Vice President Strategy & Development, Moët Hennessy 2018 to 2020
Advisor to CEO and Deputy CEO, LVMH 2017
Chief Executive Officer, Loro Piana 2013 to 2016
Head of Business Development, LVMH 2008 to 2013

JPMorgan Investment Banking from 1995 to 2008

Executive Director
Mergers & Acquisitions France
2007 to 2008
Executive Director
Coverage banker for French clients
2005 to 2007
Vice President Debt Capital Markets / Credit & Rates
Debt capital markets, structured finance and CDO
2004 to 2005
Analyst, Associate then Vice President
M&A specialist
1995 to 2004

Other responsibilities:

  • Board member, Editions Assouline 2013 to today - Supervisory Board member, Royal van Lent 2016 – 2020 - Vice President, Consiglio Direttivo MonteNapoleone District 2016 – 2020

Subject. : Confirmation of holdings Reference : 3457 Record Date : 03/29/2021

Dear Sirs,

We, the undersigned CACEIS Bank, with registered office at 1-3 Place Valhubert, 75013 Paris, confirm we hold on account number 05000167520 BDL CONVICTIONS in our books as of 03/29/2021, the following position :

Security
Code
Security Name Holdings Nostro Account
IT0004604762 SAFILO GROUP IN CENTRAL SYSTEM'S NOMINEE 11,905,996 05001447250

Yours sincerely,

CACEIS Bank

Subject. : Confirmation of holdings Reference : 3458 Record Date : 03/29/2021

Dear Sirs,

We, the undersigned CACEIS Bank, with registered office at 1-3 Place Valhubert, 75013 Paris, confirm we hold on account number 05001330730 BDL NAVARRE in our books as of 03/29/2021, the following position :

Security
Code
Security Name Holdings Nostro Account
IT0004604762 SAFILO GROUP IN CENTRAL SYSTEM'S NOMINEE 4,873,628 05001447230

Yours sincerely,

CACEIS Bank

Subject. : Confirmation of holdings Reference : 3456 Record Date : 03/29/2021

Dear Sirs,

We, the undersigned CACEIS Bank, with registered office at 1-3 Place Valhubert, 75013 Paris, confirm we hold on account number 02221854840 BDL REMPART EUROPE in our books as of 03/29/2021, the following position :

Security
Code
Security Name Holdings Nostro Account
IT0004604762 SAFILO GROUP IN CENTRAL SYSTEM'S NOMINEE 22,236,177 05001447250

Yours sincerely,

CACEIS Bank

Subject. : Confirmation of holdings Reference : 3459 Record Date : 03/29/2021

Dear Sirs,

We, the undersigned CACEIS Bank, with registered office at 1-3 Place Valhubert, 75013 Paris, confirm we hold on account number LX004869551 RCL BDL EEA in our books as of 03/29/2021, the following position :

Security
Code
Security Name Holdings Nostro Account
IT0004604762 SAFILO GROUP IN CENTRAL SYSTEM'S NOMINEE 2,328,925 05001446780

Yours sincerely,

CACEIS Bank