AGM Information • May 31, 2016
AGM Information
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Registered office in Milan, Piazza S. Ambrogio no. 16 Fully paid up share capital Euro 10,708,400
Tax code and registration number at the Milan Register of Companies 10227100152 REA 1360673
The ordinary meeting of the shareholders of "TESMEC S.p.A." was held today, 29 April 2016, 10.30 am, in single call, at the Tesmec S.p.A. ("Tesmec" or the "Company") headquarters, in Via Zanica 17/O, Grassobbio (BG), to discuss and deliberate on the following
In accordance with article 10 of the articles of association, Mr. Ambrogio Caccia Dominioni, the Chairman of the Board of Directors of the Company, takes the chair. He would like to recall first of all the loss of Alfredo Brignoli, director and Vice Chairman of Tesmec, historical figure and co-founder of the Tesmec Group, making a tribute to the valuable contribution made in these years by Mr. Brignoli, by recalling his extreme generosity and extraordinary professionalism also in his work. In this sense, the Chairman would
also like to thank the family members of Brignoli for their important presence in this meeting today, by renewing the most sincere expressions of condolence, also on behalf of the entire Board of Directors.
After making this dutiful tribute, the Chairman opens the works of today"s meeting and, with the consensus of the persons attending, asks Manfredi Vianini Tolomei, Lawyer, to act as secretary, who accepts. The Chairman, with reference to his tasks determining whether the shareholders" meeting is duly formed and whether the shareholders are legitimised, ascertains that:
32,448,000 shares directly accounting for 30.301% of the share capital;
13,432,400 shares indirectly through Fi.Ind S.p.A., accounting for 12.544% of the share capital;
The Chairman also announces that:
the documents pertaining to the items on the agenda that will be the subject-matter of the discussion at today"s Shareholders" Meeting are contained in the file at the disposal of the shareholders attending the Meeting;
some employees and collaborators of the Company were admitted to the shareholders" meeting to meet the technical and organisational requirements of the works;
Before moving on to the first item on the agenda, the Chairman asks the shareholders not to leave the meeting as much as possible, by specifying that, should the persons attending leave the room permanently or temporarily before the end of the meeting, they are requested to make it known upon entry for the relevant records.
The Chairman specifies that, pursuant to Article 120 of the Consolidated Law on Finance (TUF) and to the implementing regulations issued by Consob, those who own directly and indirectly more than 5% of the share capital of the company and have not reported this to the Company and to the Consob, cannot exercise the voting rights of the shares that have not been reported, and also that the voting right concerning the shares for which the disclosure requirements set forth in article 122, paragraph 1, of the Consolidated Law on Finance (TUF) have not been fulfilled, cannot be exercised.
Therefore, the Chairman invites the persons attending to indicate, now and at every single vote, any lack of voting rights pursuant to the rules in force, and asks the Secretary to note that none of the persons attending reported the existence of causes that prevent or limit the voting right.
No statement is made to that effect by any person attending; therefore, the Chairman believes that there is no lack of voting rights.
The Chairman, after declaring that the meeting is regularly convened to decide, declares the session open.
On the first item on the agenda ("Presentation of the consolidated financial statements of the Tesmec Group and approval of the financial statements as at 31 December 2015 and relevant reports; allocation of profit or loss for the period; related and consequent resolutions"), the Chairman reminds the persons attending that the Company"s financial statements as at 31 December 2015, together with the accompanying reports, were held on file pursuant to the law at the registered office, the administrative office in Grassobio, Via Zanica no. 17 and by Borsa Italiana S.p.A. for 21 days prior to the shareholders" meeting, available to shareholders, and that said documents were also sent to anyone requesting them. The Chairman continues by mentioning that the independent auditors expressed a judgment containing no remarks and informs that the auditing of the financial statements as at 31 December 2015 took a total of 900 hours whereas the auditing of the consolidated financial statements as at 31 December 2015 and a desk review of the financial statements of the subsidiary and associated companies took a total of 260 hours, by invoicing the Company, as established by the offer approved by the Shareholders" Meeting, a total amount of Euro 85,000.00 excluding VAT, expenses and Consob supervision fee.
The TTC S.r.l. shareholder proceeds, proposing not to read out the financial statements and relative reports in full. Since all the persons attending agree, the Chairman takes the floor, covering the key financial and economic figures present in the annual financial statements
The Chairman asks the Secretary to read out the following draft resolution:
"The Ordinary Shareholders' Meeting,
Therefore, the Chairman opens the discussion on the above draft resolution by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item on the agenda.
As no one asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right. He invites the Shareholders" Meeting to vote by a show of hands, and those for, against and abstentions to give their opinion separately.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by the persons attending.
On the second item on the agenda ("Consultation on the first section of the report on remuneration pursuant to article 123-ter, paragraph 6, of Italian Legislative Decree no. 58/1998"), the Chairman reminds the persons attending that, pursuant to article 123-ter, paragraph 6, of the Consolidated Law on Finance (TUF), the Shareholders" Meeting is required to deliberate in favour of or against the first section of the report on remuneration, drawn up pursuant to Articles 123-ter of the Consolidated Law on Finance (TUF) and 84-quater of the Regulation adopted with Consob Resolution no. 11971 of 14 May 1999, as subsequently amended and supplemented ("Issuers' Regulation"), which illustrates the Company"s policy on the remuneration of the members of management bodies and of executives with strategic responsibilities, as well as the procedures used to adopt or implement said policy.
The Chairman continues stating that said report must be organised into two sections and must be structured as detailed below. The first section must illustrate: (a) the policy adopted by the Company as regards the remuneration of members of the management bodies, general managers and executives with strategic responsibilities (if such exist) with reference to at least the following year; (b) the procedures used for the adoption and implementation of this policy. The second section, individually naming the members of management and control bodies, the general managers and grouping executives with strategic responsibilities (if such exist), must (i) provide an adequate indication of each of the items that comprise remuneration, including payments envisaged in the event of the termination of an office or of a contract of employment, illustrating consistency with the company"s policy on remuneration approved in the previous year; and (ii) analytically illustrate the amounts paid in the financial period under review for any reason and in any form by the Company and by associated or subsidiary companies, indicating any components of said payments that refer to activities performed in years prior to the financial period under review and also indicating payments to be made in one or more subsequent years for activities performed in the financial period under review.
The Chairman also reminds the persons attending that this report was approved by the Board of Directors on 14 March 2016 and was made available to the public at the registered office, on the Company"s website and with other methods established by Consob Regulation twenty-one days prior to today"s Shareholders" Meeting.
The Chairman also notes that, pursuant to the above-mentioned article 123-ter, paragraph 6, of the Consolidated Law on Finance (TUF), the resolution that the Shareholders" Meeting is required to pass will not be binding in any case.
The TTC S.r.l. shareholder proposes not to read out the financial statements in full.
Since all the persons attending agree, the Chairman asks the secretary to read out the following draft resolution:
"The Ordinary Shareholders' Meeting,
- after having examined the section of the report on remuneration envisaged by article 123-ter, paragraph 3, of Italian Legislative Decree no. 58 of 24 February 1998, drawn up by the Board of Directors on the proposal of the Remuneration Committee, containing an illustration of the Company's policy on the remuneration of members of the management bodies and of executives with strategic responsibilities, as well as the procedures employed to adopt and implement said policy,
and to make it available to the public in the manner and timeframe envisaged by the legislation in force;
- considering that the aforesaid section of the report on remuneration and the policy described in it are not in compliance with what is provided by the applicable regulations on the remuneration of the members of the board of directors and executives with strategic responsibilities
in favour of the first section of the report on remuneration set forth in the above-mentioned article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998, approved by the Board of Directors on 14 March 2016, containing an illustration of the Company's policy on the remuneration of members of the management bodies and of executives with strategic responsibilities, as well as the procedures employed to adopt and implement said policy."
Therefore, the Chairman opens the discussion on the above draft resolution by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item on the agenda.
As no one asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right. By inviting the Meeting to vote by a show of hands, and those for, against and abstentions to give their opinion separately.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by the persons attending.
The Chairman proposes to postpone the discussion of the next third item after discussing the fourth and fifth item on the agenda.
No one disagrees.
With regard to the fourth item on the agenda ("Appointment of the Board of Directors: 4.1 establishment of the number of members of the Board; 4.2 establishment of the term of office; 4.3 appointment of the Board of Directors; 4.4 appointment of the Chairman of the Board of Directors; 4.5 establishment of the remuneration of the directors; 4.6 related and consequent resolutions."), the Chairman informs that, as shown in the report of the Board of Directors on the items on the agenda of this Shareholders" Meeting, with the approval of the financial statements as at 31 December 2015, the Board of Directors of Tesmec, appointed by the Shareholders" Meeting of 30 April 2013 is expiring because its mandate has been completed.
Therefore, the Shareholders" Meeting is convened, in agreement with the applicable provisions - regulatory or otherwise - and with article 14 of the articles of association, to:
establish the number of members of the Board of Directors;
establish the term of office;
The Chairman notes that pursuant to the articles of association and regulatory provisions in force, the appointment of the Board of Directors should take place on the basis of lists of candidates presented by shareholders who own shares, on their own or together with others, with voting rights representing at least 4.5% of the subscribed and paid-up share capital in the Ordinary Shareholders" Meeting for corporate officers (share determined with Consob no. 19499 resolution of 28 January 2016 pursuant to article 144 quater of Issuers" Regulation).
Then, the Chairman continues pointing out that, no later than the deadline of twenty-five days before the date of the Shareholders" Meeting in single call, a single list for the appointment of the members of the Board of Directors must be presented, as requested by the articles of association and by the law provisions and regulations in force. The list, which is held on file among the records of the Company, was presented by the Shareholder TTC S.r.l., holder of no. 32,448,000 ordinary shares representing 30.301% of the share capital. The documents proving the ownership of the shares required for presenting them was filed together with the list. Moreover, the following attachments were sent for each candidate (i) curriculum vitae concerning the personal and professional characteristics of the candidate, (ii) the declaration by which the candidate accepts the appointment of the office and certifies the non-existence of causes of ineligibility or incompatibility, as well as the existence of the requirements prescribed by law provisions, regulations and articles of association to hold the office and (iii) the declaration of each candidate referred to as independent in accordance with law and the Self-regulatory Code of Conduct for listed companies certifying that they meet the independence requirements established by law and by the Self-regulatory Code of Conduct.
The Chairman specifies that the Company disclosed only the list presented in accordance with the regulations in force by filing with the registered office and publishing on the Company"s website as well as with the other methods established by Consob regulation.
Then, the Chairman reads out the composition of the single list presented shown below:
List presented by TTC S.r.l.
The candidates of the above-mentioned list Gioacchino Attanzio, Sergio Arnoldi, Paola Durante and Guido Corbetta declared, in particular, that they have the independence requirements set forth in article 148, paragraph 3, of the Consolidated Law on Finance (TUF) as well as the requirements to be classified as independent also according to the criteria envisaged by the Self-regulatory Code of Conduct of the listed companies.
At this point, according to the provisions of article 14 of the articles of association, the Chairman invites the Shareholders" Meeting to appoint the new Board of Directors, upon establishing the number of the Board"s members, which, on the basis of the articles of association, can vary from a minimum of 5 (five) to a maximum of 15 (fifteen) members, and their term of office.
Therefore, the Chairman opens the discussion on the fourth item on the agenda and, in particular, on items 4.1 and 4.2, by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item on the agenda.
The shareholder TTC S.r.l takes the floor and proposes to set the number of members of the Board of Directors to 8 (eight) and to appoint the directors for a three-year period and so until the Shareholders" Meeting that will be called to approve the financial statements as at 31 December 2018.
As no one else asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right.
The Chairman proposes to vote the following resolution:
"The Ordinary Shareholders' Meeting:
- having in mind the law provisions and articles of association
Therefore, the Chairman puts to the vote by a show of hands and invites those for, against and abstentions to give their opinion separately on the number of directors and on the term of office.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by the persons attending.
With regard to the appointment of the members of the Board of Directors for the 2016, 2017 and 2018 financial years, the Chairman puts to the vote by a show of hands the list presented by the shareholder TTC S.r.l., informing that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right and inviting those for, against and abstentions to give their opinion separately.
Voting then takes place, at the end of which the Chairman declares the list presented by the shareholder TTC S.r.l. approved unanimously by the persons attending.
Considering the number of members of the Board of Directors established above, since the list of the shareholder TTC S.r.l. is the only list presented and since it has received the unanimous favourable vote of the persons attending, pursuant to article 14 of the articles of association, consequently, all the directors to be elected are drawn from it.
Therefore, the Chairman declares approved the appointment of the new Board of Directors in the persons of:
all Italian citizens.
Therefore, the Chairman invites the persons attending to deliberate on the appointment of the Chairman of the Board of Directors among its elected members.
Therefore, the Chairman opens the discussion on item 4.4 on the agenda by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item.
The shareholder TTC S.r.l takes the floor and proposes to appoint Ambrogio Caccia Dominioni Chairman of the Board of Directors.
As no one else asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right.
Therefore, the Chairman proposes to vote the following resolution:
"The Ordinary Shareholders' Meeting:
- having in mind the law provisions and articles of association
Therefore, the Chairman puts to the vote by a show of hands and invites those for, against and abstentions to give their opinion separately on the appointment of the Chairman.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by a majority of the persons attending, specifying that, net of the treasury shares held by the Company:
Moving on to item 4.5 on the agenda, in accordance with the provisions of article 14 of the articles of association, the Chairman invites the Shareholders" Meeting to deliberate on the establishment of the remuneration of the directors.
Therefore, the Chairman opens the discussion on item 4.5 on the agenda, by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item.
The shareholder TTC S.r.l takes the floor and proposes to establish an annual remuneration base for the members of the Board of Directors up to Euro 720,000.00 (seven hundred and twenty thousand/00), without prejudice to the incentive remuneration of directors appointed with special offices in compliance with the articles of association.
As no one else asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right.
Therefore, the Chairman proposes to vote the following resolution:
"The Ordinary Shareholders' Meeting:
- having in mind the law provisions and articles of association
- to establish an annual remuneration base for the members of the Board of Directors up to Euro 720,000.00 (seven hundred and twenty thousand/00), without prejudice to the incentive remuneration of directors appointed with special offices in compliance with the articles of association."
Therefore, the Chairman puts to the vote by a show of hands and invites those for, against and abstentions to give their opinion separately on the number of directors and on the term of office.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by a majority of the persons attending, specifying that, net of the treasury shares held by the Company:
47,454,400 shares voted in favour;
2,862,797 shares voted against (of which 2,689,697 owned by the shareholder FCP Natixis Actions Euro Micro Caps, 26,100 owned by the shareholder AIC Fund II - Hancock Horizon International Small Cap Fund and 147,000 owned by the shareholder Mercy Investment Services); and
On the fifth item on the agenda ("Appointment of the Board of Statutory Auditors: 5.1 appointment of the Board of Statutory Auditors; 5.2 appointment of the Chairman of the Board of Statutory Auditors; 5.3 establishment of the remuneration of the Board of Statutory Auditors; 5.4 related and consequent resolutions."), the Chairman informs that, as shown in the report of the Board of Directors on the items on the agenda of this Shareholders" Meeting, with the approval of the financial statements as at 31 December 2015, the Board of Statutory Auditors of Tesmec, appointed by the Shareholders" Meeting of 30 April 2013, is expiring because its mandate has been completed.
Therefore, the Shareholders" Meeting is convened, in agreement with the applicable provisions - regulatory or otherwise - and with article 22 of the articles of association, to:
The Chairman notes that pursuant to the articles of association and regulatory provisions in force, the appointment of the Board of Statutory Auditors should take place on the basis of lists of candidates presented by shareholders who own shares, on their own or together with others, with voting rights representing at least 4.5% of the subscribed and paid-up share capital in the Ordinary Shareholders" Meeting for corporate officers (share determined with Consob no. 19499 resolution of 28 January 2016 pursuant to article 144 quater of the Issuers" Regulation).
Then, the Chairman continues pointing out that, no later than the deadline of twenty-five days before the date of the Shareholders" Meeting in single call, as well as the longer term set forth in article 144-sexies, paragraph 5, of the Issuers" Regulation, a single list for the appointment of the Board of Statutory Auditors must be presented, as requested by the articles of association and by the law provisions and regulations in force. The list, which is held on file among the records of the Company, was presented by the Shareholder TTC S.r.l., holder of no. 32,448,000 ordinary shares representing 30.301% of share capital. The documents proving the ownership of the shares required for presenting them was filed together with the list. Moreover, the following attachments were sent for each candidate (i) curriculum vitae concerning the personal and professional characteristics of the candidate, along with the list of the administrative and auditing offices held by him/her in other companies, (ii) the declaration by which the candidate accepts the appointment of the office and certifies the non-existence of causes of ineligibility or incompatibility, including the certificate not to exceed the limit to the number of administrative and auditing offices established by Consob regulation as well as the existence of the requirements prescribed by law provisions, regulations and articles of association to hold the office.
Then, the Chairman reads out the composition of the single list presented shown below:
List presented by TTC S.r.l.
Statutory Auditors:
Alternate Auditors:
The Company disclosed only the list presented in accordance with the regulations in force by filing with the registered office and publishing on the Company"s website as well as with the other methods established by Consob regulation.
The Chairman acknowledges that the limit to the number of offices envisaged by article 148-bis of the Consolidated Law on Finance (TUF) and by article 144-terdecies of the Issuers" Regulations has been complied with.
At this point, the Chairman proposes that this list be put to the vote, as well as the establishment of the remuneration of the Chairman of the Board of Statutory Auditors and of the Statutory Auditors, and to omit the reading of the lists of the administrative and auditing offices held by auditor candidates in other companies, considering the fact that these lists have already been made available to the shareholders and attached to the lists with the procedures established by law, and therefore made known to the Shareholders" Meeting pursuant to article 2400 of the Italian Civil Code.
The Chairman, with the consent of the Shareholders" Meeting, points out that, since only one list has been filed, two separate votes will be cast concerning: 1) the appointment of the Statutory Auditors and Alternate Auditors and 2) the establishment of the remuneration of the members of the Board of Statutory Auditors. The first candidate as Statutory Auditor on the single list will be vested with the chairmanship of the new Board of Statutory Auditors, pursuant to Article 22 of the articles of association, should this obtain the relative majority votes.
Therefore, with regard to the appointment of the Statutory and Alternate Auditors for the 2016, 2017 and 2018 financial years, the Chairman puts to the vote by a show of hands the list presented by the shareholder TTC S.r.l. for the appointment of the Board of Statutory Auditors, informing that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right.
Voting then takes place, at the end of which the Chairman declares the list presented by the shareholder TTC S.r.l. approved unanimously by the persons attending.
The Chairman declares and acknowledges that the list presented by the shareholder TTC S.r.l. obtained the relative majority votes cast at the Shareholders" Meeting. Since the list of the shareholder TTC S.r.l. is the only list presented and since it has obtained the relative majority votes, as a result, all the Statutory and Alternate Auditors to be elected are drawn from it pursuant to article 22 of the articles of association.
Therefore, the Chairman declares approved the appointment of the new Board of Directors in the persons of: Statutory Auditors:
1 Simone Cavalli
Alternate Auditors:
all Italian citizens.
Due to the above-mentioned appointments, pursuant to the provisions of article 22 of the articles of association, Simone Cavalli, indicated as first Statutory Auditor candidate in the single list approved by the majority, is vested with the Chairmanship of the Board of Statutory Auditors.
The Chairman continues by submitting the establishment of the remuneration of the members of the Board of Statutory Auditors to the approval of the Shareholders" Meeting.
Therefore, the Chairman opens the discussion on the above draft resolution by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item.
Therefore, the shareholder TTC S.r.l. proposes the following overall annual remuneration of Euro 87,500.00 (eighty seven thousand five hundred/00), including 37,500.00 (thirty-seven thousand five hundred/00) for the Chairman of the Board of Statutory Auditors and Euro 25,000.00 (twenty-five thousand/00) each for the other two Statutory Auditors.
As no one else asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right.
Therefore, the Chairman proposes to vote the following resolution:
"The Ordinary Shareholders' Meeting:
- to establish the annual remuneration to be paid to the Statutory Auditors in Euro 37,500.00 (thirtyseven thousand five hundred/00) for the Chairman and in Euro 25,000.00 (twenty-five thousand/00) each for the other two Statutory Auditors".
Therefore, the Chairman puts to the vote by a show of hands and invites those for, against and abstentions to give their opinion separately on the establishment of the remuneration of the members of the Board of Statutory Auditors.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by a majority of the persons attending, specifying that, net of the treasury shares held by the Company:
Moving on to the third item on the agenda ("Proposal of authorisation to purchase and dispose of treasury shares, subject to the withdrawal of the resolution passed by the Shareholders' Meeting of 30 April 2015; related and consequent resolutions"), postponed as the last item in the agenda of today"s meeting, the Chairman mentions that the report drawn up pursuant to and by effect of article 73 of the Issuers" Regulation, was made available to the public at the registered office, on the Company"s website and with other methods established by Consob Regulation, and that as at today"s date, the Company holds 4,450,497 treasury shares equal to 4.16% of share capital. The Chairman proceeds, proposing not to read out the report in full, and after being unanimously authorised to this end, asks the secretary to read out the following draft resolution:
"The Ordinary Shareholders' Meeting, after examining the Report of the Board of Directors; and
- that, if the resolution shown below is approved also by majority vote of the shareholders of Tesmec S.p.A., present at the meeting, other than the shareholder or shareholders that hold, jointly or otherwise, the majority interest, relative or otherwise, provided more than 10 percent (i.e. TTC S.r.l. and Fi.Ind S.p.A.) the exemption contemplated by the combined provision of Article 106, paragraphs 1 and 3, of the Consolidated Law on Finance (TUF) and of Article 44-bis, second paragraph, of the Issuers' Regulation as regards TTC S.r.l. and Fi.Ind S.p.A. shall apply;
1. to revoke the previous resolution authorising the purchase and disposal of treasury shares dated 30 April 2015, effective as of the date of approval of this resolution;
2. to authorise the Board of Directors, with the right to sub-delegate, the purchase and the disposal, also through subsidiary companies, up to a maximum of the Company's ordinary shares, with a par value of Euro 0.10 each, corresponding to 10% of the pro tempore share capital, within the limits and for the purposes envisaged by law and market practice, taking into account the specific exemption provided by paragraph 3 of Article 132 of the Consolidated Law on Finance (TUF) – on one or more occasions for a maximum period of 18 months from the date of this resolution. The purchase of treasury shares will be made within the limits of the distributable profits and of the available reserves resulting from the last financial statements approved by the company making the purchase.
The purchase transactions must be carried out as follows:
3. to grant all powers to the Chairman and Chief Executive Officer to carry out the adopted resolutions and fulfil all the tasks required for their implementation, also through holders of special power of attorney, complying with the provisions in force applicable each time issued by the competent Authorities."
Therefore, the Chairman opens the discussion on the draft resolution by inviting the persons who have the right to vote and who wish to take the floor to give their name and the number of shares represented in person or via proxy and by mentioning that the answers to the questions that were formulated will be given at the end of all the interventions on this item on the agenda.
As no one asks to take the floor, the Chairman closes the discussion and opens the voting, informing the persons attending that the number of shareholders is unchanged and that no one reported the existence of causes that prevent or limit the voting right. He invites the Shareholders" Meeting to vote by a show of hands, and those for, against and abstentions to give their opinion separately.
Voting then takes place, at the end of which the Chairman declares the read-out proposal approved unanimously by the persons attending.
As there are no more items on the agenda of this Shareholders" Meeting to discuss, the Chairman thanks the attendees and declares the meeting closed at 11.15.
____________________________ __________________________
Ambrogio Caccia Dominioni Manfredi Vianini Tolomei
The Chairman The Secretary
This document contains a true translation in English of the report in Italian "Tesmec-Verbale Assemblea del 29 aprile 2016-ITA". However, for information about Tesmec S.p.A. reference should be made exclusively to the original report in Italian. The Italian version of the "Tesmec-Verbale Assemblea del 29 aprile 2016- ITA" shall prevail upon the English version.
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