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Sesa AGM Information 2021

Jul 30, 2021

4086_egm_2021-07-30_8af8941d-436a-4552-916e-3165f29b814e.pdf

AGM Information

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SUPPLEMENT AND AMENDMENT TO THE NOTICE OF CALL

With reference to the Ordinary Shareholders' Meeting called for 26 August 2021 at 9:30 a.m., in Empoli (FI), via Piovola, 138, on first call, and, if necessary, on second call on 27 August 2021, at the same place and time, as per the notice published on 12 July 2021 on the Company's website www.sesa.it (section "Investor Relations" - "Shareholders' Meetings") and on the authorised storage mechanism at , as well as on 12 July 2021 in an abstract in the daily newspaper Italia Oggi

NOTICE IS HEREBY GIVEN THAT

following the enactment of Law Decree no. 105 of 23 July 2021, Shareholders' participation in the Shareholders' Meeting may take place exclusively through a designated representative pursuant to art. 135-undecies of Legislative Decree no. 58/1998, in accordance with the provisions of art. 106, paragraph 4, of Law Decree no. 18 of 17 March 2020, converted into Law no. 27/2020, bearing "Measures to enhance the National Health Service and provide economic support for families, workers and businesses related to the epidemiological emergency caused by COVID-19".

In this regard, it should be noted that, pursuant to the provisions of art. 106, paragraph 2, of Law Decree no. 18 of 17 March 2020, as extended by the aforementioned Law Decree no. 105 of 23 July 2021, participation in the Shareholders' Meeting by the eligible parties may only take place by means of telecommunications, in compliance with the applicable regulatory provisions for such eventuality. The instructions for participation in the Shareholders' Meeting via telecommunications systems will be made known by the Company to the aforementioned persons.

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 - the shareholders' representative designated by the Company pursuant to art. 135-undecies of Legislative Decree no. 58/1998 (the "Designated Representative").

With regard to the timing and instructions on how to grant and revoke the proxy to the Designated Representative, please refer to the notice of call published on the Company's website www.sesa.it (section "Investor Relations" - "Shareholders' Meetings") and on the authorised storage mechanism at .

*** As allowed by the Decree, as an exception to art. 135-undecies, paragraph 4 of Legislative Decree no. 58/1998, those who do not intend to use the intervention method provided by art. 135-undecies of Legislative Decree no. 58/1998 may, alternatively, intervene only by conferring on such Designated Representative a proxy or sub-proxy pursuant to art. 135-novies of Legislative Decree no. 58/1998, containing voting instructions on all or some of the items on the agenda, by using the standard proxy/sub-proxy form, available on the Company's website at www.sesa.it (in section "Investor Relations" - "Shareholders' Meetings"). The procedures indicated in the proxy form must be followed for the conferment and notification of proxies/sub-proxies, also by electronic means. The proxy must be received by 6:00 p.m. on the day prior to the Shareholders' Meeting (and in any event before the start of the meeting). Within the aforementioned deadline, the proxy and voting instructions may always be revoked according to the aforementioned procedures.

For any clarifications as regards granting a proxy to the Designated Representative (and in particular regarding the completion of the proxy form and the Voting Instructions and their transmission), please contact Spafid S.p.A. by e-mail at [email protected] or by telephone on the following numbers (+39) 0280687319 and (+39) 0280687335 (on working days, from 9.00 a.m. to 5.00 p.m.).

There are no postal or electronic voting procedures.

***

Since the Company has decided to avail itself of the option set forth in art. 106, paragraph 4, of Law Decree no. 18/2020, converted by Law no. 27/2020, and to provide, therefore, that Shareholders' participation in the Shareholders' Meeting shall take place exclusively through the Designated Representative pursuant to art. 135-undecies of Legislative Decree no. 58/1998, without physical participation by Shareholders, Shareholders with voting rights may not individually submit resolution proposals to the Shareholders' Meeting on items already on the agenda. In this regard, it is therefore recommended that such proposals be sent, in writing, to the Company by 19 August 2021 by registered mail to the registered office in Empoli (FI), Via Piovola, 138, or by electronic communication to the certified email address [email protected].

The interested parties must provide information that enables them to be identified and proves their entitlement to exercise their voting rights. By 22 August 2021, the Company shall publish the aforementioned proposals in a special section of its website, reserving the right to verify for the purpose of publication thereof – their relevance with respect to the items on the agenda, completeness, compliance with applicable regulations and also the entitlement of the relative proposers.

***

As an amendment to the notice of call published on 12 July 2021, moreover, those who intend to avail themselves of the right to ask questions about the items on the agenda, pursuant to art. 127-ter of Legislative Decree no. 58/1998, must submit their questions to the Company by the seventh trading day (instead of the fifth, as originally scheduled) prior to the date of the Shareholders' Meeting on first call (i.e. by 17 August 2021), by sending the questions by recorded delivery to the Company's registered office in Empoli (FI), Via Piovola, 138, or by electronic communication to the certified email address [email protected]. Shareholders in favour of whom the Company has received a communication prepared by an authorised intermediary, in accordance with current legislation, shall be entitled to submit questions about the items on the agenda. Questions received by the above deadline shall be answered, after verifying their relevance and the applicant's entitlement, by 23 August 2021, also by publication on the Company's website at www.sesa.it (in section "Investor Relations" - "Meetings"). The Company may give a single response to questions with the same content.

The provisions of the full text of the notice of call already published remain valid for all matters not expressly amended and/or supplemented.

Empoli (FI), 30 July 2021

for the Board of Directors

the Chairman, Paolo Castellacci