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Salcef Group

Declaration of Voting Results & Voting Rights Announcements Apr 28, 2023

4374_dva_2023-04-28_352dfbf0-ee5f-4416-bb64-9090dd1b6eaf.pdf

Declaration of Voting Results & Voting Rights Announcements

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Shareholders' Meeting 27 April 2023

SUMMARY OF THE VOTING

Item 1 on the Agenda

Approval of the Financial Statement of Salcef Group S.p.A. as at 31 December 2022. Presentation of the consolidated financial statements as at 31 December 2022 and of the consolidated statement containing non-financial information pursuant to Legislative Decree No. 254 of 30 December 2016. 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 n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions: 0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 47.449.645 99,856% 76,041% 74.766.347 99,908% 83,336%
Votes Against 50.000 0,105% 0,080% 50.000 0,067% 0,056%
Abstentions 18.582 0,039% 0,030% 18.582 0,025% 0,021%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 2 on the Agenda

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

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions: 0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Votes Against 0 0,000% 0,000% 0 0,000% 0,000%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

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 2022 for the part not executed. Related and consequent resolutions;

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 47.246.717 99,429% 75,716% 74.563.419 99,637% 83,110%
Votes Against 271.510 0,571% 0,435% 271.510 0,363% 0,303%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 4.1 on the Agenda

Report on Remuneration Policy for 2023 and remuneration paid in 2022: 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 n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 45.262.689 95,253% 72,536% 72.579.391 96,986% 80,899%
Votes Against 2.255.538 4,747% 3,615% 2.255.538 3,014% 2,514%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 4.2 on the Agenda

Report on Remuneration Policy for 2023 and remuneration paid in 2022: 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 n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 45.732.108 96,241% 73,289% 73.048.810 97,613% 81,422%
Votes Against 1.786.119 3,759% 2,862% 1.786.119 2,387% 1,991%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 5 on the Agenda

Approval pursuant to Article 114-bis of Legislative Decree 58/1998 of the 2023-2026 Stock Grant Plan concerning ordinary shares of Salcef Group S.p.A. reserved for 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 n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 43.662.625 91,886% 69,972% 70.979.327 94,848% 79,115%
Votes Against 3.855.602 8,114% 6,179% 3.855.602 5,152% 4,298%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 6 on the Agenda

Approval pursuant to Article 114-bis of Legislative Decree 58/1998 of the 2023-2024 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 n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 43.662.625 91,886% 69,972% 70.979.327 94,848% 79,115%
Votes Against 3.855.602 8,114% 6,179% 3.855.602 5,152% 4,298%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

Item 7 on the Agenda

Adoption of the Shareholders' Meeting Regulations. Related and consequent resolutions.

No. Shares % Shares represented at
Shareholders' Meeting
% Share Capital n. votes % votes represented at
Shareholders' Meeting
% Voting rights
Shareholders' Meeting Quorum 47.518.227 100% 76,151% 74.834.929 100% 83,413%
Shares for which AR has voting instructions
on the item (approval quorum):
47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%
Shares for which AR did not have voting
instructions:
0 0,000% 0,000% 0 0,000% 0,000%
No. Shares % attending the voting % Share Capital n. votes % attending the voting % Voting rights
Votes for 47.490.659 99,942% 76,107% 74.807.361 99,963% 83,382%
Votes Against 27.568 0,058% 0,044% 27.568 0,037% 0,031%
Abstentions 0 0,000% 0,000% 0 0,000% 0,000%
Total 47.518.227 100,000% 76,151% 74.834.929 100,000% 83,413%

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