Proxy Solicitation & Information Statement • Oct 24, 2024
Proxy Solicitation & Information Statement
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FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
and Article 106, Paragraph 4, of Decree-Law No. 18 of March 17, 2020, on "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency from COVID-19," ("Cure Italy Decree"), converted with amendments into Law No. 27 of April 24, 2020, as last extended by Art. 11 paragraph 2 of Law No. 21 of March 5, 2024, on Interventions to support the competitiveness of capital and delegation to the Government for the organic reform of the provisions on capital markets set forth in the Consolidated Act referred to in Legislative Decree No. 58 of February 24, 1998, and of the provisions on corporations contained in the Civil Code also applicable to issuers.
Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960, (hereinafter, "Monte Titoli"), as "Appointed Representative" of Salvatore Ferragamo S.p.A. (hereinafter, the "Company"), pursuant to Article 135-undecies TUF and Article 106, paragraph 4, of Decree-Law No. 18 of March 17, 2020, converted with amendments into Law No. 27 of April 24, 2020, as last extended by Article 11 paragraph 2 of Law No. 2024 of March 5, 2024. 21, in the person of one of its employees or collaborators with a specific mandate, shall proceed to collect voting proxies relating to the Ordinary and Extraordinary Shareholders' Meeting of Salvatore Ferragamo S.p.A. convened for November 26, 2024 at 9:00 a.m. on a single call, in the manner and within the terms set forth in the notice of call published on the company's website at https://group.ferragamo.com section "Governance/Shareholders' Meeting 2024/26 November 2024" on October 24, 2024 as well as in excerpts in the daily newspaper "Milano Finanza" on October 25, 2024.
Statements of the Appointed Representative: Monte Titoli makes it known that it has no interest of its own with respect to the proposed resolutions submitted to the vote. However, taking into account the (i) existing contractual relations between Monte Titoli and the Company relating, in particular, to the technical assistance at the shareholders' meeting and ancillary services, in order to avoid any subsequent dispute related to the supposed presence of circumstances capable of determining the existence of a conflict of interest as referred to in Article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances occur that were unknown at the time of issuing the proxy, which cannot be communicated to the proxy giver, or in the event of amendments or additions to the proposals submitted to the Shareholders' Meeting, it does not intend to cast a vote other than that indicated in the instructions.
N.B. This form may be subject to change as a result of any additions to the agenda or submission of resolution proposals pursuant to Article 126-bis TUF, or individual resolution proposals, within the terms and in the manner indicated in the Notice of Call.
Complete with the required information based on the warnings at the bottom of the form
| The undersigned signatory of the proxy. | (First and Last Name) (*) | ||
|---|---|---|---|
| Born in (*) | On (*) |
Tax Code (*) | |
| Resident in (*) | Street (*) | ||
| Phone No. (**) | Email (**) | ||
| Valid ID document - type (*) |
Issued by (*) | No. (*) |
|
| (to be attached as a copy) |
(*) Mandatory; (**) Completion is recommended.
Monte Titoli S.p.A.
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
shareholder with the right to vote OR IF DIFFERENT FROM THE INTESTATOR OF THE SHARES.
legal representative or attorney with power of sub-delegation (attach copies of documentation proving powers of representation)
pledgee reporter usufructuary custodian manager other (specify) ............................................................................................................
First Name Last Name/Denomination (*)
| (complete only if | |||
|---|---|---|---|
| the proxy holder is different from the |
Born in (*) | The (*) | Tax Code (*) |
| proxy signer) | Registered Office/Resident at (*) |
| No. (*) _____ ordinary shares ISIN IT0004712375 | Registrated in the securities account (1) No. ___with the intermediary __ ABI_ CAB_ referred to in the communication (pursuant to Article 83-sexies of Legislative Decree No. 58/1998) (2) No. ___ made by the intermediary: _________ |
||
|---|---|---|---|
| No. (*) ______ shares with increased voting ISIN IT0005333494 | Recorded in the securities account (1) No. ___with the intermediary __ ABI_ CAB_ referred to in the communication (pursuant to Article 83-sexies of Legislative Decree No. 58/1998) (2) No. ___ made by the intermediary: _________ |
DECLARES
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)
Section containing information intended for the Appointed Representative only - Check the boxes chosen
The undersigned signatory of the proxy (First Name and Last Name) (3) __________________________________________________________________________________________________________
(indicate the holder of the voting right only if different first and last name/name) (3) __________________________________________________________________________________________________________
Hereby appoints Monte Titoli to vote in accordance with the voting instructions given below at the Ordinary and Extraordinary Shareholders' Meeting of Salvatore Ferragamo S.p.A., to be held on November 26, 2024 at 9:00 a.m. in a single call.
Please note that, within the legal deadlines, shareholders may submit new proposals for resolutions and additions to the Agenda: for this reason, kind Shareholders are invited to check, on the Issuer's own website, any updates to this form, in accordance with the resolutions provided.
| 1) Resolutions regarding the appointment of a Director the and signing of a consulting agreement. Related and consequent resolutions: |
|||
|---|---|---|---|
| 1.1 Appointment of a Director pursuant to Article 2386 of the Civil Code and determination of remuneration. | |||
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors. |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirm instructions | revoke the instructions | Modify the instructions: In favour ______ Against Abstain |
| 1.2 Signing of a consulting agreement with a Director. |
|||
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors. |
In Favour | Against | Abstain |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirm instructions | revoke the instructions | Modify the instructions: In favour ______ Against Abstain |
| 2) Proposal to adopt a new text of the Shareholders' Meeting Regulation to replace the current one. Related and consequent resolutions. |

FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
| SECTION A Vote for the proposal of the Board of Tick only one box: Directors. |
In Favour | Against | Abstain |
|---|---|---|---|
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirm instructions | revoke the instructions | Modify the instructions: In favour ______ Against Abstain |
1) Proposal to amend the Bylaws regarding, among other things, the procedures for attendance, voting and representation at the Shareholders' Meeting, the procedures for convening and operating board meetings and the Board of Statutory Auditors, as well as the procedures for replacing terminated directors. Related and consequent resolutions: 1.1 Amendment of Article 12. SECTION A Vote on the Board of Directors' proposal. Tick only one box: In Favour Against Abstain SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory confirm instructions revoke the instructions Modify the instructions: In favour __________________ Against Abstain 1.2 Amendment of Article 13. SECTION A Vote on the Board of Directors' proposal. Tick only one box: In Favour Against Abstain SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory confirm instructions revoke the instructions Modify the instructions: In favour __________________ Against Abstain 1.3 Amendment of Article 14. SECTION A Vote on the Board of Directors' proposal. Tick only one box: In Favour Against Abstain SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory confirm instructions revoke the instructions Modify the instructions: In favour __________________ Against Abstain 1.4 Amendment of Article 20. SECTION A Vote on the Board of Directors' proposal. Tick only one box: In Favour Against Abstain SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory confirm instructions revoke the instructions Modify the instructions: In favour __________________ Against Abstain
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
| 1.5 Amendment of Article 22. | ||||
|---|---|---|---|---|
| SECTION A Tick only one box: Vote on the Board of Directors' proposal. |
In Favour | Against | Abstain | |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirm instructions | revoke the instructions | Modify the instructions: In favour ______ Against Abstain |
|
| 1.6 Amendment of Article 30. | ||||
| SECTION A Tick only one box: Vote on the Board of Directors' proposal. |
In Favour | Against | Abstain | |
| SECTION B and C If circumstances occur which are unknown at the time of issuance of the proxy or in the event of a vote on amendments or additions to the resolutions submitted to the meeting, I the undersigned proxy signatory |
confirm instructions | revoke the instructions | Modify the instructions: In favour ______ Against Abstain |
(Place and Date)
Signature)
(
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
______________________________________________________________________________________________________________________________________________________________________________________
by one or other of the following two methods s:
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).
,
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
Monte Titoli Privacy Policy available at: Corporate Data and Legal Info | euronext.com
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 information with this proxy is necessary in order to allow you to attend the Meeting; without it, you will not be able to attend the Meeting and exercise your right to vote. 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 known by employees and collaborators of Salvatore Ferragamo S.p.A. for the pursuit of the above purposes. Personal data will also be subject to publication by Ferragamo in order to fulfill current regulatory obligations.
Such data may be disseminated 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.
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, deletion, restriction of processing, portability of data) and the right to complain to the Privacy Guarantor (www.garanteprivacy.it).
Salvatore Ferragamo S.p.A. has designated a Data Protection Officer or DPO, who can be contacted at p[email protected].
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
FORM OF GRANTING OF PROXY TO THE APPOINTED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF D. LGS. 58/1998 ("TUF")
proposals shall be made available to the public on the company's website within two days after the deadline. Eligibility for individual submission of resolution proposals is subject to the company's receipt of the notice provided for in Article 83-sexies.
Article 106 (Rules on the conduct of company meetings)
[...] 4. Companies with listed shares may designate for ordinary or extraordinary shareholders' meetings the representative provided for in Article 135-undecies of Legislative Decree No. 58 of February 24, 1998, even where the bylaws provide otherwise. The same companies may also provide in the notice of call that attendance at the shareholders' meeting shall take place exclusively through the representative designated pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998; the aforementioned designated representative may also be granted proxies or sub-delegates pursuant to Article 135-novies of Legislative Decree No. 58 of February 24, 1998, as an exception to Article 135-undecies, paragraph 4, of the same decree. [...]
Paragraph 4 also applies to companies admitted to trading on a multilateral trading facility and companies with shares widely distributed among the public.
The provisions of this Article shall apply to meetings held by December 31, 2024.
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