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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% |