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Salvatore Ferragamo

Proxy Solicitation & Information Statement Mar 16, 2023

4432_def-14a_2023-03-16_20765993-304b-4878-b385-0302b529ccde.pdf

Proxy Solicitation & Information Statement

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PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998 and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the "Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10 undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.

In accordance with Article 106, paragraph 4, Decree Law no. 18 of 17 March 2020 converted with modifications by Law 24th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10-undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14., the participation in the Shareholders' Meeting of those who have the right to vote, is allowed exclusively through the Appointed Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998. Pursuant to the abovementioned Decree, the Appointed Representative may also be granted proxies and/or sub-proxy pursuant to Article 135-novies of Legislative Decree no. 58/1998 ("TUF"), as an exception to Article 135-undecies, paragraph 4, of the TUF, by signing this proxy form

Declaration of the Appointed Representative: Monte Titoli declares that it has no own interest in the proposed resolutions being voted upon. However, in view of the contractual relations existing between Monte Titoli and the Company with regard, in particular, to the provision of technical assistance in shareholders' meeting and additional services, in order to avoid any subsequent disputes about the supposed existence of circumstances able to create a conflict of interest under Article 135-decies, paragraph 2, f) of Legislative Decree no. 58/1998, Monte Titoli expressly declares that, if unknown circumstances should occur or in the event of amendment or additions to the proposals put forward to the Shareholders' Meeting, it does not intend to cast a different vote from that indicated in the instructions. If the delegating party does not provide specific instructions for such cases by indicating them in the appropriate boxes, the instructions provided shall be deemed to be confirmed as far as possible. If it is not possible to vote according to the instructions provided, Monte Titoli will abstain on such matters. In any case, in the absence of voting instructions on some of the items on the agenda, Monte Titoli will not vote for such items.

Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bis Legislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.

With reference to the Ordinary and Extraordinary General Meeting of SALVATORE FERRAGAMO S.p.A. to be held on the 26 April 2023, at 09.00 a.m., single call, as set forth in the notice of the shareholders' meeting published on the Company's website at https://group.ferragamo.com, in the section Governance/Shareholders' Meeting 2023 on 16 March 2023, and, in abridged form, in the Italian daily newspaper "Milano Finanza" on 17 March 2023 and having regard to the Reports on the items on the Agenda made available by the Company(§)

SALVATORE FERRAGAMO S.p.A. PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

PROXY FORM (Part 1 of 2)

Complete with the information requested at the bottom of the form (§)

I, the undersigned (party signing the proxy) (Name and Surname)
(*)
Born in (*) On (*) Tax identification code or other identification if
foreign (*)
Resident in ()
Phone No.
(
)
Valid ID document (type) (
)
(to
be enclosed as a copy)
Address (*)
Email (**)
Issued by (*) No.
(*)
in quality of (tick the box that interests you) (*)

 pledge 
bearer  usufructuary  custodian  manager 
other
legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
(specify) ………………………………………………………………………………………………
(complete only if Name Surname / Denomination (*)
the shareholder
is different from
the proxy
signatory)
Born in (*) On (*) Tax identification code or other identification if
foreign (*)
Registered office / Resident in (*)
Related to
No. (*) _______ shares
ISIN
IT0004712375
ABI __ CAB _____
Registrated in the securities account (1) n. ___ at the custodian ___
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No.
________
Supplied by the intermediary:
-------------------------------------------------------------------------------------------------------------------------------- -------------------------------

(to be filled in with information regarding any further communications relating to deposits)

DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below. DECLARES

  • the vote shall be expressed for the sole proposals in respect of which instructions have been granted;
  • to have requested from the custodian the communication for participation in the Meeting as indicated above;
  • that there are no reasons for incompatibility or suspension of the exercise of voting rights;
  • (in the case of sub-delegation) to be in possession of the originals of the proxy forms conferred on him/her and to keep them for one year available for possible verification.

AUTHORIZES Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the following paragraphs.

(Place and Date) * (Signature) *

VOTING INSTRUCTIONS (Part 2 of 2)

_________________________________

intended for the Appointed Representative only - Tick the relevant boxes

The undersigned (Personal details)

(indicate the holder of the right to vote only if different name and surname / denomination)

Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at Ordinary and Extraordinary General Meeting of SALVATORE FERRAGAMO to be held on 26 April 2023, at 09.00 a.m., on single call

RESOLUTIONS SUBJECT TO VOTING

Ordinary Part

1 Financial Statements of Salvatore Ferragamo S.p.A. as of December, 31 2022, accompanied by the Directors' Report on Operations for the year 2022, including the consolidated statement containing non-financial information pursuant to Legislative Decree No. 254 of 30 December 2016 relating to the year 2022, the Report of the Board of Statutory Auditors and the Independent Auditors. Presentation of the Consolidated Financial Statements as of December, 31 2022. Related and consequent resolutions.

Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting
Tick only one box Modify the instructions (express preference)


confirms the instructions
revokes
the instructions

In Favour : _________

Against
 Abstain

2 Allocation of the profit for the year and distribution of part of the Extraordinary Reserve. Related and consequent resolutions.

__________________________________________________________________________________________________________

__________________________________________________________________________________________________________

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
consequent resolutions. 3 Approval, pursuant to Article 114-bis of Legislative Decree No. 58 of 24 February 1998, of an incentive plan called "Performance Plan and Restricted Shares 2023-
2025", reserved for directors and/or employees and/or collaborators of the Company and the companies of the Salvatore Ferragamo Group. Related and
Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
the Plan. Related and consequent resolutions. 4 Amendment to the "Restricted Shares" Plan, approved by the Shareholders' Meeting of 14 December 2021, in favour of the Chief Executive Officer and General
Manager and additional beneficiaries: updating of the underpins to align them with the more challenging objectives of the Strategic Plan and amendments to
Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box Modify the instructions (express preference)
MONTE TITOLI
S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998


confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
5 Report on remuneration policy and compensation paid:
5.1 Resolutions concerning the Company's remuneration policy set forth in the first section of the report pursuant to Article 123-ter, paragraphs 3-bis and 3-ter, of

Legislative Decree No. 58 of 24 February 1998 ("TUF");

Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain

5.2 Resolutions referred to in the second section of the report pursuant to Article 123-ter, paragraph 6, of TUF;

Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting
Tick only one box Modify the instructions (express preference)


confirms the instructions
revokes
the instructions

In Favour : _________

Against
 Abstain
6 Appointment of the Board of Statutory Auditors:

MONTE TITOLI S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

6.1 Appointment of the members of the Board of
Statutory
Auditors. Related and consequent resolutions;
Indicate the number of the list or the proposal (if submitted by the holder of voting rights and
published by the issuer) chosen or against / abstained with reference to all lists or proposals
Tick only one
box

List
No./Proposal of
resolution
(shareholders'
name)
__
___

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Modify the instructions (express preference)

confirms the
instructions

revokes the
instructions

In Favour : _________

Against
 Abstain
6.2 Appointment of the Chairman of the Board of Statutory Auditors. Related and consequent resolutions;
Proposed resolution (where submitted by holder of voting rights, published by the issuer and in
Tick only one
the absence of a minority list)1



In Favour
Against
box
(proposer) _____
Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting
Tick only one box
Modify the instructions (express preference)

confirms the instructions

revokes

the instructions
In Favour : _________

Against
 Abstain
6.3 Determination of the remuneration of
the Board of Statutory Auditors. Related and consequent resolutions.

1 Please note that, pursuant to art.30 lett. e of the Bylaws "if only one list or no list is submitted, all the candidates appearing on the list that hold the required position or respectively those voted for in the Shareholders' Meeting will be elected for the positions of statutory and substitute auditor, provided that these candidates receive the majority of the votes expressed in the Shareholders' Meeting. In any event, subject to compliance with the laws and regulations in force on gender balance".

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Proposed resolution (if submitted by the holder of voting rights and published by the issuer) Tick only one
In Favour

Against

Abstain
(proposer) _____ box
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
7 Appointment of a board member following the resignation of a board member. Any resolutions pursuant to Article 2390 of the Italian Civil Code. Related and
consequent resolutions.
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer)
(proposer) _____
Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
8 Integration, upon motivated proposal of the Board of Statutory Auditors, of the remuneration of the auditing firm KPMG S.p.A., competent for the accounts for the period 2020-2028. Related and consequent resolutions. the legal audit of
Vote on proposal of the Board of Directors, based on the motivated
Statutory Auditors
proposal of the Board of Tick only one
box

In Favour

Against

Abstain

If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting

Tick only one box Modify the instructions (express preference)

MONTE TITOLI S.p.A.

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998


confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain

Extraordinary Part

1 Proposal to amend the Articles of Association with reference to Article 5, subject to revocation of the resolutions referred to in points 1 and 2 taken by the Extraordinary Shareholders' Meeting on 21 April 2016. Related and consequent resolutions.

Vote on proposal of the Board of Directors Tick only one
box

In Favour

Against

Abstain
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to
the meeting
Tick only one box Modify the instructions (express preference)

confirms the instructions

revokes
the instructions

In Favour : _________

Against
 Abstain
(Place and Date) * (Signature)
*

DIRECTORS' LIABILITY ACTION

In case of vote on a directors' liability action pursuant to art. 2393, paragraph 2, of the civil code, proposed by the shareholders on the occasion of the approval of the financial statements, the undersigned appoints the Appointed Representative to vote as follows:

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

Tick only one box In Favour Against Abstain

(Place and Date) * (Signature) *

INSTRUCTIONS FOR THE FILLING AND SUBMISSION

The person entitled to do so must request the depositary intermediary to issue the communication for participation in the shareholders' meeting referred to the Art. 83-sexies, Legislative Decree 58/1998)

(1) Indicate the number of the securities custody account and the denomination of the depositary intermediary. The information can be obtained from the account statement provided by the intermediary.

_______________________________________________________________________________________________________________________________________

  • (2) Indicate the Communication reference for the Meeting issued by the depositary intermediary upon request from the person entitled to vote.
  • (3) Specify the name and surname/denomination of the holder of voting rights (and the signatory of the Proxy Form and voting instructions, if different).

(in the event of a sub-proxy, the following must be sent to the Appointed Representative as an annex to the sub-proxy form: i) the documentation indicated in the preceding paragraph, referring to both the holder of the voting right and his/her proxy; ii) a copy of the proxy issued by the holder of the voting right to his/her proxy)

by one of the following alternative methods:

____________________________

The proxy with the relating voting instructions shall be received together with:

- a copy of an identification document with current validity of the proxy grantor or

- in case the proxy grantor is a legal person, a copy of an identification document with current validity of the interim legal representative or other person empowered with suitable powers, together with adequate documentation to state its role and powers,

PROXY FORM TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-NOVIES OF LEGISLATIVE DECREE 58/1998

  • i) transmission of an electronically reproduced copy (PDF) to the certified email address [email protected] (subject line "Proxy for Ferragamo 2023 Shareholders' Meeting") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature);
  • ii) transmission of the original, by courier or registered mail with return receipt, to the following address: Register Services, c/o Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milan (Ref. "Proxy for Ferragamo 2023 Shareholders' Meeting"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail [email protected] (subject line: "Proxy for Ferragamo 2023 Shareholders' Meeting")

The proxy must be received no later than 6:00 p.m. on the day before the date of the meeting (and in any case before the opening of the meeting). The proxy pursuant to art. 135-novies, Legislative Decree no. 58/1998 and the related voting instructions may always be revoked within the aforesaid deadline.

N.B. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address [email protected] or by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m. (UTC+1).

Monte Titoli's privacy policy is available at the link: https://www.euronext.com/en/privacy-statement.

PRIVACY POLICY STATEMENT PURSUANT TO ARTICLES 13 AND 14 OF EU REGULATION 2016/679

Pursuant to EU Regulation No. 679/2016 ("Regulation") and the current national legislation on the protection of personal data (hereinafter, together with the Regulation, the "Privacy Legislation"), Salvatore Ferragamo S.p.A. ("Company"), with registered office in Florence, Via Dei Tornabuoni No. 2, as Data Controller, informs you that the personal data provided with this proxy will be processed for the sole purpose of enabling the Company to manage the operations of the shareholders' meetings and the consequent legal obligations, in compliance with the Privacy Legislation. The legal basis for the processing is therefore, respectively, the need to execute the existing contractual relationship between you and the Company and the need to fulfill regulatory obligations to which the Company is subject.

The provision of personal data with this proxy is necessary in order to allow you to participate in the Shareholders' Meeting; without it, you will not be able to attend the Shareholders' Meeting and exercise your right to vote.

The personal data will be kept by the Company, together with the documents produced during the Meeting, in order to document what is transcribed in the minutes. In accordance with the principles of proportionality and necessity, personal data will be kept in a form that allows the identification of the data subjects for a period of time not exceeding the achievement of the purposes for which the data are processed.

Personal data may be made known to employees and collaborators of Salvatore Ferragamo S.p.A. for the pursuit of the purposes indicated above. Personal data will also be subject to publication by Ferragamo in order to fulfill current regulatory obligations.

Such data may be disclosed or communicated to specific parties in fulfillment of a legal obligation, regulation or EU legislation, or in accordance with provisions issued by Authorities empowered to do so by law or by supervisory and control bodies.

The subjects to whom the personal data refer may exercise, at any time by writing to [email protected], the rights provided for in Articles 15-21 of the Regulation, where applicable, (in particular: access to data, rectification, cancellation, limitation of processing, portability of data) and the right to lodge a complaint with the Privacy Guarantor (www.garanteprivacy.it). Salvatore Ferragamo S.p.A. has designated a Data Protection Officer or DPO, who can be contacted at the following address: [email protected].

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