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Sesa AGM Information 2020

Aug 17, 2020

4086_egm_2020-08-17_c398b329-8561-4953-9c9b-2d5f418ab6ad.pdf

AGM Information

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INTEGRATION AND AMENDMENT OF THE NOTICE OF CONVOCATION

With reference to the ordinary and extraordinary Shareholders' Meeting called for August 28, 2020 at 9:00 am, in Empoli (FI), via Piovola, 138, in first call, and, if necessary, in second call for August 29, 2020, same place and time, as published on July 22, 2020 on the Company's website www.sesa.it ("Investor Relations" - "Shareholders' Meetings" section) and on the authorized storage mechanism at , as well as on July 23, 2020 for an extract in the Milano Finanza newspaper

WE INFORM THAT

following the issuance of law decree no. 104 of August 14, 2020, the participation of the Shareholders in the Shareholders' Meeting may take place exclusively through the designated representative pursuant to Article 135-undecies of Legislative Decree n. 58/1998, in accordance with the provisions of art. 106, paragraph 4, of the decree law March 17, 2020, n. 18, converted with law n. 27/2020, on "Measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency from COVID-19", as referred to in art. 71 of the aforementioned law decree no. 104/2020.

In particular, the participation in the Shareholders' Meeting of those who have the right to vote is allowed exclusively through Spafid S.p.A. - with registered office in Milan, Foro Buonaparte n. 10, 20121 - representative of the shareholders designated by the Company pursuant to art. 135-undecies of the Legislative Decree n. 58/1998 (the "Designated Representative").

Below are the instructions on the procedures for granting the proxy to the Designated Representative.

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The proxy may be conferred, without expenses for the delegator (except for any shipping costs), with voting instructions on all or some of the proposals on the agenda and is effective only for the proposals in relation to which they have been given voting instructions.

The proxy must be granted by signing, with a handwritten signature or with a qualified electronic signature or ature, in compliance with the Italian legislation in force, of the specific form available on the Company's website www.sesa.it ("Investor Relations" - "Shareholders' Meetings" section) or at the registered office and must be received in original by the end of the second trading day preceding the date set for the Meeting (ie by August 26, 2020) together with a copy of an identity document of the delegating Shareholder having current validity or, if the delegating shareholder is a legal person, the pro tempore legal representative or another person with suitable powers, together with suitable documentation to certify his qualification and powers to Spafid S.p.A. (i) for proxies with handwritten signature by delivery or shipment by courier or registered mail (Foro Buonaparte n.10, 20121 Milan) (ii) for proxies with qualified electronic signature or ature, by certified e-mail to the address [email protected].

The proxy and the voting instructions are revocable by the end of the second trading day prior to the date set for the Shareholders' Meeting (ie by August 26, 2020) in the manner indicated above.

The shares for which the proxy, even partial, has been conferred are calculated for the purposes of the regular constitution of the Shareholders' Meeting. The proxy form for the Designated Representative and the related instructions are available on the Company's website www.sesa.it ("Investor Relations" - "Shareholders' Meetings" section) as well as at the registered office.

As allowed by the Decree, notwithstanding art. 135-undecies, paragraph 4 of the legislative decree n. 58/1998, those who do not intend to make use of the intervention methods provided for by art. 135-undecies of the legislative decree n. 58/1998, may, alternatively, intervene exclusively by conferring delegation or sub-delegation to the same Designated Representative pursuant to art. 135 novies of Legislative Decree no. 58/1998, containing voting instructions on all or some of the proposals on the agenda, using the ordinary proxy / sub-delegation form, available on the Company's website at www.sesa.it ("Investor Relations" - "Shareholders' Meetings" section). For the granting and notification of proxies / sub-proxies, including electronically, the procedures set out in the proxy form must be followed. The proxy must be received by 11:59 pm on the day before the Assembly. Within the aforementioned term, the proxy and voting instructions can always be revoked in the aforementioned manner.

For any clarifications concerning the granting of the proxy to the Designated Representative (and in particular regarding the completion of the proxy form and the voting instructions and their transmission), it is possible to contact Spafid S.p.A. by certified e-mail to the address [email protected].

There are no procedures for voting by correspondence or by electronic means.

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As the Company decided to make use of the option established by article 106, paragraph 4, of law decree no. 18/2020 and to provide, therefore, that the participation of the shareholders in the Shareholders' Meeting takes place exclusively through the Designated Representative pursuant to Article 135-undecies of Legislative Decree no. 58/1998, without physical participation on the part of the Shareholders, the Shareholders with voting rights cannot individually submit to the Shareholders' Meeting proposals for resolutions on the items already on the agenda.

In this regard, it is therefore recommended that these proposals, which will be formulated in the Shareholders' Meeting by the Designated Representative, be sent to the Company in writing by August 21, 2020 by registered letter to the registered office, in Empoli (FI), Via Piovola, 138 , or by electronic communication to the certified mail address [email protected].

The interested parties must provide information that allows their identification and that demonstrates the legitimacy to exercise the right to vote. The Company will publish the aforementioned proposals by August 24, 2020 in a specific section of the website, reserving the right to verify - for the purpose of publication of the same - their relevance with respect to the items on the agenda, completeness, compliance with applicable legislation, as well as the legitimacy of the related proposers.

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In amendment of the notice published on July 22, 2020, in addition, those who intend to make use of the right to ask questions on the items on the agenda pursuant to art. 127-ter of Legislative Decree 58/1998 must send their questions to the Company by the seventh day of open market (instead of the fifth, as originally envisaged) prior to the date of the Shareholders' Meeting in first call (i.e. by August 19, 2020), by sending applications by registered letter to the registered office, in Empoli (FI), Via Piovola, 138, or by electronic communication to the certified mail address [email protected]. Shareholders in favor of which the Company has received a specific communication prepared by an authorized intermediary, pursuant to current legislation, are entitled to ask questions on the items on the agenda. Questions received within the above deadline, after verifying their relevance and the applicant's legitimacy, will be answered by August 25, 2020, also by publication on the Company's website at www.sesa.it ("Investor Relations" - "Shareholders' Meetings " section). The Company can provide a single answer to questions with the same content.

Although not expressly amended and/or integrated, the provisions of the full text of the notice of meeting already published remain valid.

Empoli (FI), August 17, 2020 For the Board of Directors

The Chairman Paolo Castellacci