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Salcef Group AGM Information 2022

May 4, 2022

4374_dva_2022-05-04_58096d68-83ce-45d4-8d2a-5c96282165c6.pdf

AGM Information

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Shareholders' Meeting 29 April 2022 Ordinary and Extraordinary

SUMMARY OF THE VOTING

ORDINARY SESSION

Item 1 on the Agenda

Approval of the Financial Statement of Salcef Group S.p.A. as at 31 December 2021. Presentation of the consolidated financial statements as at 31 December 2021 and of the consolidated statement containing non-financial information pursuant to Legislative Decree No. 254 of 30 December 2016 relating to the financial year 2021. Reports of the Board of Directors, of the Board of Statutory Auditors and of the independent auditors.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
48,597,470 97.795% 77.881%
Shares for which AR did not have voting
instructions:
1,095,600 2.205% 1.756%
No. Shares % attending the voting % Share Capital
Votes for 48,322,128 99.433% 77.439%
Votes Against 0 0.000% 0.000%
Abstentions 48,215 0.099% 0.077%
No Votes 227,127 0.467% 0.364%
Total 48,597,470 100.000% 77.881%

Item 2 on the Agenda

Allocation of the year's profit. Related and consequent resolutions

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions:
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,429,943 99.470% 79.215%
Votes Against 0 0.000% 0.000%
Abstentions 36,000 0.072% 0.058%
No Votes 227,127 0.457% 0.364%
Total 49,693,070 100.000% 79.636%

Item 3 on the Agenda

Authorisation to purchase and dispose of treasury shares pursuant to articles 2357 et seq. of the Italian Civil Code, as well as article 132 of Legislative Decree no. 58 of 24 February 1998 and article 144-bis of the Consob Regulation adopted by resolution no. 11971/1999 and subsequent amendments, subject to withdrawal of the authorisation granted by the Shareholders' Meeting of 29 April 2021 for the part not executed. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
Shares for which AR did not have voting
instructions:
49,693,070
0
100.000%
0.000%
79.636%
0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,282,086 99.173% 78.978%
Votes Against 102,100 0.205% 0.164%
Abstentions 40,757 0.082% 0.065%
No Votes 268,127 0.540% 0.430%
Total 49,693,070 100.000% 79.636%

Item 4.1 on the Agenda

Approval of the first section of the report pursuant to article 123-ter paragraph 3-bis and 3-ter, of the Legislative Decree No. 58/1998;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,108,845 98.824% 78.700%
Votes Against 321,098 0.646% 0.515%
Abstentions 36,000 0.072% 0.058%
No Votes 227,127 0.457% 0.364%
Total 49,693,070 100.000% 79.636%

Item 4.2 on the Agenda

Related resolutions on the second section of the report pursuant to article 123-ter paragraph 6, of the Legislative Decree No. 58/1998.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,047,813 98.702% 78.602%
Votes Against 382,130 0.769% 0.612%
Abstentions 36,000 0.072% 0.058%
No Votes 227,127 0.457% 0.364%
Total 49,693,070 100.000% 79.636%

Item 5 on the Agenda

Approval pursuant to Article 114-bis of Legislative Decree 58/1998 of the 2022-2025 Stock Grant Plan concerning ordinary shares of Salcef Group S.p.A. reserved forc directors with strategic responsibilities and/or other employees, collaborators and other managerial figures of Salcef Group S.p.A. and/or its subsidiaries pursuant to Article 93 of Legislative Decree 58 of 24 February 1998. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions:
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 44,002,115 88.548% 70.516%
Votes Against 5,386,828 10.840% 8.633%
Abstentions 36,000 0.072% 0.058%
No Votes 268,127 0.540% 0.430%
Total 49,693,070 100.000% 79.636%

Item 6 on the Agenda

Approval pursuant to Article 114-bis of Legislative Decree 58/1998 of the 2022-2023 Performance Shares Plan concerning ordinary shares of Salcef Group S.p.A. reserved for directors with strategic responsibilities of Salcef Group S.p.A. and/or its subsidiaries pursuant to Article 93 of Legislative Decree 58 of 24 February 1998. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
49,693,070 100% 79.636%
49,693,070 100.000% 79.636%
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 44,002,115 88.548% 70.516%
Votes Against 5,386,828 10.840% 8.633%
Abstentions 36,000 0.072% 0.058%
No Votes 268,127 0.540% 0.430%
Total 49,693,070 100.000% 79.636%

Item 7.1 on the Agenda

Appointment of the Board of Directors. Related and consequent resolutions: Determination of the number of members of the Board of Directors;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions:
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,447,186 99.505% 79.242%
Votes Against 4,757 0.010% 0.008%
Abstentions 36,000 0.072% 0.058%
No Votes 205,127 0.413% 0.329%
Total 49,693,070 100.000% 79.636%

Item 7.2 on the Agenda

Appointment of the Board of Directors. Related and consequent resolutions: Determination of the term of office of the Board of Directors;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,406,235 99.423% 79.177%
Votes Against 45,708 0.092% 0.073%
Abstentions 36,000 0.072% 0.058%
No Votes 205,127 0.413% 0.329%
Total 49,693,070 100.000% 79.636%

Item 7.3 on the Agenda

Appointment of the Board of Directors. Related and consequent resolutions: Appointment of the members of the Board of Directors;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions:
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Slate 1 41,510,044 83.533% 66.523%
Slate 2 7,131,066 14.350% 11.428%
Votes Against 0 0.000% 0.000%
Abstentions 1,012,960 2.038% 1.623%
No Votes 39,000 0.078% 0.063%
Total 49,693,070 100.000% 79.636%

Item 7.4 on the Agenda

Appointment of the Board of Directors. Related and consequent resolutions: Appointment of the Chairman of the Board of Directors;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 48,583,185 97.767% 77.858%
Votes Against 144,758 0.291% 0.232%
Abstentions 284,000 0.572% 0.455%
No Votes 681,127 1.371% 1.092%
Total 49,693,070 100.000% 79.636%

Item 7.5 on the Agenda

Appointment of the Board of Directors. Related and consequent resolutions: Determination of the Board members' overall remuneration for each year of mandate;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,429,943 99.470% 79.215%
Votes Against 0 0.000% 0.000%
Abstentions 36,000 0.072% 0.058%
No Votes 227,127 0.457% 0.364%
Total 49,693,070 100.000% 79.636%

Item 8.1 on the Agenda

Appointment of the Board of Statutory Auditors. Related and consequent resolutions: Appointment of three statutory auditors and two substitute statutory auditors;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Slate 1 41,510,044 83.533% 66.523%
Slate 2 7,152,565 14.393% 11.462%
Votes Against 1,030,461 2.074% 1.651%
Abstentions 0 0.000% 0.000%
No Votes 0 0.000% 0.000%
Total 49,693,070 100.000% 79.636%

Item 8.3 on the Agenda

Appointment of the Board of Statutory Auditors. Related and consequent resolutions: Determination of the Board of Statutory Auditors members' overall remuneration for each year of mandate. Extraordinary Session.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions:
0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,451,943 99.515% 79.250%
Votes Against 0 0.000% 0.000%
Abstentions 36,000 0.072% 0.058%
No Votes 205,127 0.413% 0.329%
Total 49,693,070 100.000% 79.636%

EXTRAORDINARY SESSION

Item 1 on the Agenda

Attribution to the Board of Directors of the power, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital, with or without warrants, also with exclusion of pre-emption rights as per Article 2441, paragraph 4 and 5 of the Civil Code, for a maximum of € 100,000,000.00 including share premium, subject to withdrawal of the authorisation granted by the Shareholders' Meeting of 5 October 2020 for the part not executed. Consequent amendment of art. 6 of the Articles of Association. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,388,943 99.388% 79.149%
Votes Against 0 0.000% 0.000%
Abstentions 36,000 0.072% 0.058%
No Votes 268,127 0.540% 0.430%
Total 49,693,070 100.000% 79.636%

Item 2 on the Agenda

Proposals of amendments to the Articles of Association: (i) art. 8.10; (ii) art. 21.2 (iii); (iii) art. 21.4; (iv); art. 21.5; (v) art. 29.2 and (vi) art. 31.4. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital
Shareholders' Meeting Quorum 49,693,070 100% 79.636%
Shares for which AR has voting instructions
on the item (approval quorum):
49,693,070 100.000% 79.636%
Shares for which AR did not have voting
instructions: 0 0.000% 0.000%
No. Shares % attending the voting % Share Capital
Votes for 49,388,943 99.388% 79.149%
Votes Against 0 0.000% 0.000%
Abstentions 36,000 0.072% 0.058%
No Votes 268,127 0.540% 0.430%
Total 49,693,070 100.000% 79.636%