Proxy Solicitation & Information Statement • Mar 6, 2019
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
Ms. Silvia Fuselli, located in Almenno San Bartolomeo, via G.Puccini 99, Tax Code FSLSLV85D55A794G, as "Appointed Representative" pursuant to Article 135-undecies of Italian Legislative Decree no. 58/1998 by Tesmec S.p.A. ("Tesmec" or "Company"), or its deputy Ms. Angela Turani, located in Brembate Sopra, via Marconi,6 Tax Code TRNNGL65R45A794O, as the case may be, collects the proxy votes relevant to the Shareholders' meeting of Tesmec convened on 16 April 2018, in single call at 14:30 p.m, at the premises of the Company in Grassobbio, Via Zanica 17/O, Bergamo with the procedures and terms set out in the notice of call published on the website of the Company on 6 March 2019.
The proxy and voting instructions can be revoked within 11:59 p.m. of 12 April 2019 (end of the second day of open market before the date fixed for the shareholders' meeting) by e-mail notification of the file.pdf to: [email protected].
Pursuant to Article 135-undecies, paragraph 2, of Italian Legislative Decree no. 58/1998, assigning the proxy and the voting instructions by signing this form does not entail any cost for the appointer.
Indication of possible conflicts of interest of the Appointed Representative (and of its deputy, as the case may be):
_____________________________________________________________________________________________________
Ms. Silvia Fuselli is employee
Ms. Angela Turani is employee and shareholder of Tesmec
(Section to be notified to the company by means of the appointed representative - Complete with the required information)
| The undersigned…………………………….…………………………………………….(name/personal details of the subject with voting rights) | |||||
|---|---|---|---|---|---|
| Born in ………………………………….…, |
on……………………, | residing | in……………………(city) | ||
| in………………………………………………………………………(address) T.C. ……………………… | (see point (1) of the instructions for the filling of | ||||
| the proxy form) | |||||
| Data to be filled in at the discretion of the appointer: | |||||
| - notification no. ………………………… |
(reference to the notification given by the intermediary) | ||||
| - identification codes, if any |
|||||
| DELEGATES the Appointed Representative to attend and vote in the meeting mentioned above according to the instructions given to him with reference to ordinary shares registered in ………………………………………… ABI …………… CAB ….…… (see point DECLARES to be aware of the possibility that the proxy to the Appointed Representative contains voting instructions also on only some of the draft resolutions on the agenda and that, in this case, the voting right will be exercised only for the draft resolutions in relation to which voting instructions are given. |
the securities account |
no. | ……………………. with (2) of the instructions for the filing of the proxy form) |
(custodian | intermediary) |
| The undersigned …………………(surname and name of the undersigned only if different from the owner of the shares) signs this proxy as appropriate box) |
(tick the | ||||
| secured creditor contangoer beneficial owner to sub-delegate |
custodian |
manager | legal representative or holder of a proxy with power |
DATE ...................... SIGNATURE...............................
The undersigned (see point (2) of the instructions for the filling of the proxy form) ………............................. delegates the Appointed Representative to vote according to the following voting instructions at the Ordinary Shareholders' Meeting convened by Tesmec on 16 April 2019 in single call.
| 1. | Presentation of the Tesmec Group's consolidated financial statements and review and approval of the financial statements as at 31 December 2017 and relevant reports, including the Consolidated Non-Financial Statement; allocation of result for the period; related and consequent resolutions. |
DRAFT RESOLUTION CONTAINED IN THE EXPLANATORY REPORT |
FOR AGAINST ABSTENTION |
|---|---|---|---|
| 2. | Consultation on the first section of report on remuneration pursuant to Article 123- ter paragraph 6 of Italian Legislative Decree no. 58/1998. |
DRAFT RESOLUTION CONTAINED IN THE EXPLANATORY REPORT |
FOR AGAINST ABSTENTION |
| 3. | Proposal of authorization to purchase and dispose of treasury shares, subject to the withdrawal of the resolution passed by the Shareholders' Meeting of 6 April 2018; related and consequent resolutions. |
DRAFT RESOLUTION CONTAINED IN THE EXPLANATORY REPORT |
FOR AGAINST ABSTENTION |
| 4. | Appointment of the Board of Directors: | PROPOSALS PRESENTED BY SHAREHOLDERS IN SHAREHOLDERS' |
FOR Proposal presented by a majority shareholder |
4.1 determination of the number of members of the Board of Directors;
4.5 determination of Directors' compensation.
the Board of Directors;
Directors;
PROPOSALS PRESENTED BY SHAREHOLDERS IN SHAREHOLDERS' FOR
Proposal presented by a majority shareholder
MEETING FOR
| Proposal presented by _____ (**) |
|
|---|---|
AGAINST ABSTENTION
| 5. | Appointment of the Board of Statutory Auditors: 5.1 appointment of the Board of Statutory Auditors; |
APPOINTMENT MADE ON THE BASIS OF THE LISTS PRESENTED BY SHAREHOLDERS |
List N. ___ (***) AGAINST ABSTENTION |
|---|---|---|---|
| 5.2 appointment of the Chairperson of the Board of Statutory Auditors; |
Pursuant to art. 22 of the Tesmec Article of Association, the position of Chairman of the Board of Statutory Auditors will be held by the candidate indicated with the first number in sequential order in the section of standing Statutory Auditors. The vote for this position is then expressed by giving the vote to the chosen list, without the need for a separate proposal or vote |
N/A | |
| 5.3 determination of the compensation of the Board of Statutory Auditors. |
PROPOSALS PRESENTED BY SHAREHOLDERS IN SHAREHOLDERS' MEETING |
FOR Proposal presented by a majority shareholder FOR Proposal presented by _____ (**) AGAINST ABSTENTION |
|
| 6. | Granting of the engagement to perform the legal audit of the accounts for the financial years 2019-2027 and determination of the relevant |
DRAFT RESOLUTION CONTAINED IN THE EXPLANATORY REPORT |
FOR PROPOSAL PRESENTED BY BOARD OF STATUTORY AUDITORS PRIMARILY FOR PROPOSAL PRESENTED BY |
remuneration; related and consequent resolutions
BOARD OF STATUTORY AUDITORS ALTERNATIVELY AGAINST ALL THE PROPOSALS PRESENTED BY BOARD OF STATUTORY AUDITORS ABSTENTION
In case of unknown circumstances when the proxy is issued1 the undersigned, with reference to the
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR |
AGAINST |
ABSTENTION |
|
|---|---|---|---|---|
| 2. | Consultation on the first section of report on remuneration pursuant to Article 123-ter | paragraph 6 of Italian Legislative Decree no. 58/1998 | ||
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR |
AGAINST |
ABSTENTION |
|
| 3. | April 2018; related and consequent resolutions. | Proposal of authorization to purchase and dispose of treasury shares, subject to the withdrawal of the resolution passed by the Shareholders' Meeting of 6 | ||
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR |
AGAINST |
ABSTENTION |
1 If significant circumstances occur - unknown at the time of issue of the proxy - which cannot be communicated to the appointer, it is possible to choose one of the following: a) confirm the already expressed voting instruction; b) change the already expressed voting instruction; c) revoke the already expressed voting instruction. If no choice is made, the voting instructions sub A) will be considered confirmed.
4.1 determination of the number of members of the Board of Directors;
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR Proposal presented by a majority shareholder FOR Proposal presented by _____ (**) AGAINST ABSTENTION |
|---|---|
| 4.2 determination of their term in office; | |
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR Proposal presented by a majority shareholder FOR Proposal presented by _____ (**) AGAINST ABSTENTION |
| 4.3 appointment of the Board of Directors; | |
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
LIST N. ___ (***) AGAINST ABSTENTION |
| 4.4 appointment of the Chairperson of the Board of Directors; | |
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: |
FOR Proposal presented by a majority shareholder FOR Proposal presented by _____ (**) AGAINST ABSTENTION |
| 4.5 determination of Directors' compensation. | |
CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*)
CHANGES THE INSTRUCTIONS: FOR Proposal presented by a majority shareholder
CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: LIST N. ___ (***)
AGAINST ABSTENTION
5.2 appointment of the Chairperson of the Board of Statutory Auditors;
N/A
5.3 determination of the compensation of the Board of Statutory Auditors.
CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*)
CHANGES THE INSTRUCTIONS: FOR Proposal presented by a majority shareholder FOR Proposal presented by _________________ (**) AGAINST ABSTENTION
N/A
In case of possible voting on amendments or additions to the resolutions submitted to the Shareholders' meeting2 , with reference to the
CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) CHANGES THE INSTRUCTIONS: If proposed by the Board of Directors FOR AGAINST ABSTENTION If proposed by a majority shareholder FOR AGAINST ABSTENTION If proposed by a minority shareholder FOR AGAINST ABSTENTION
| FOR | |
|---|---|
| FOR | |
| FOR |
| CONFIRMS THE INSTRUCTIONS REVOKES THE INSTRUCTIONS (*) |
|||
|---|---|---|---|
| CHANGES THE INSTRUCTIONS: | |||
| If proposed by the Board of Directors | | | |
| FOR | AGAINST | ABSTENTION | |
| If proposed by a majority shareholder | | | |
| FOR | AGAINST | ABSTENTION | |
| If proposed by a minority shareholder | | | |
| FOR | AGAINST | ABSTENTION |
| If proposed by the Board of Directors | | | |
|---|---|---|---|
| FOR | AGAINST | ABSTENTION | |
| If proposed by a majority shareholder | | | |
| FOR | AGAINST | ABSTENTION | |
| If proposed by a minority shareholder | | | |
| FOR | AGAINST | ABSTENTION |
4.2 determination of their term in office;
4.3 appointment of the Board of Directors;
4.4 appointment of the Chairperson of the Board of Directors.
4.5 determination of Directors' compensation;
5.2 appointment of the Chairperson of the Board of Statutory Auditors;
5.3 determination of the compensation of the Board of Statutory Auditors.
In the event of a vote on a liability action pursuant to Article 2393, paragraph 2, of the Italian Civil Code by shareholders on the occasion of the approval of the financial statements, the undersigned delegates the Appointed Representative to vote as indicated below:
| | | |
|---|---|---|
| FOR | AGAINST | ABSTENTION |
2In the event of amendments or additions to the draft resolutions submitted to the Shareholders' meeting, it is possible to choose one of the following: a) confirm the possibly already expressed voting instruction; b) change the already expressed voting instruction or grant the voting instruction; c) revoke the already expressed voting instruction.
(*) Pursuant to Article 135-undecies, paragraph 3, of Italian Legislative Decree no. 58/1998, "the shares for which the partial or full proxy was given are counted in determining whether the shareholders' meeting is duly formed. In relation to the draft resolutions for which no voting instructions have been given, the shares of the shareholder are not counted in the calculation of the majority and of the capital share required for the approval of the resolutions".
(**) Enter the name of the proposing Shareholder.
(***) Indicate the number of the List as published on the Company's website www.tesmec.com.
The undersigned.............………………… (name of the subject with voting rights ),
DECLARES to be aware of the possibility that the proxy to the Appointed Representative contains voting instructions also on only some of the draft resolutions on the agenda and that, in this case, the voting right will be exercised only for the draft resolutions in relation to which voting instructions are given.
DECLARES to be aware that the proxy and the voting instructions can be revoked within 11:59 p.m. of 12 April 2019 (end of the second day of open market before the date fixed for the shareholders' meeting in first or single call).
DECLARES to be aware also of the fact that the shares for which the partial or full proxy was given are counted in determining whether the shareholders' meeting is duly formed. In relation to the draft resolutions for which no voting instructions have been given, the shares of the shareholder are not counted in the calculation of the majority and of the capital share required for the approval of the resolutions.
DECLARES to have read the prescriptive summary enclosed with this proxy form.
DATE ................ SIGNATURE ........................................
The granting of a proxy to a representative having a conflict of interest is allowed, provided that the representative notifies in writing to the shareholder the circumstances from which such a conflict derives, and provided that there are specific voting instructions for each resolution in respect of which the representative must vote on behalf of the shareholder. The onus of communicating to the shareholder the circumstances that give rise to conflict of interests lies on the representative.
For the purposes of this article, in any case there is a conflict of interest if the representative or substitute:
a) controls, jointly or otherwise, the company or is controlled, jointly or otherwise, by the company, or is under common control with the company;
b) is connected to the company or exercises a significant influence over it;
c) is a member of the board of directors or control of the company or of the subjects indicated under letters a) and b);
d) is an employee or an auditor of the company or of the subjects referred to in letter a);
e) is the spouse, relative or in-law within the fourth degree of the subjects referred to in letters a) to c);
f) is linked to the company or to the subjects referred to in letters a), b), c) and e) by self-employment or subordinate employment relationships or other financial relations that compromise their independence.
The replacement of the representative with a substitute having a conflict of interest is allowed only if the substitute has been indicated by the shareholder. In this case, the first paragraph applies. The requirements to notify and the relevant onus lie on the representative.
This article also applies in the case of transfer of shares by proxy.
ANNEX
Unless the articles of association provide otherwise, the companies with listed shares appoint for each shareholders' meeting a subject to which the shareholders can grant, by the end of the second day of open market before the date fixed for the shareholders' meeting in first or single call, a proxy with voting instructions on all or some of the draft resolutions on the agenda. The proxy is effective only for the draft resolutions in relation to which voting instructions are given.
The proxy is granted by signing a proxy form whose content is governed by the Consob regulation. The granting of the proxy does not entail expenses for the shareholder. The proxy and the voting instructions can always be revoked within the term indicated in paragraph 1.
The shares for which the partial or full proxy was given are counted in determining whether the shareholders' meeting is duly formed. In relation to the draft resolutions for which no voting instructions have been given, the shares of the shareholder are not counted in the calculation of the majority and of the capital share required for the approval of the resolutions.
The subject appointed as a representative is required to disclose any interest that he/she may have with respect to the draft resolution on the agenda directly or on behalf of third parties. He/she also keeps the contents of the voting instructions received until the beginning of the voting confidential, without prejudice to the possibility of disclosing such information to one's own employees and assistants, who are subject to the same duty of confidentiality.
With the regulation set forth in paragraph 2, Consob can determine the cases in which the representative, who is not in any of the conditions set forth in Article 135-decies, can vote in a different way from that indicated in the instructions.
The proxy form provided by Article 135-undecies of the Italian Legislative Decree no. 58/1998 contains at least the information provided by the table indicated in Annex 5A.
The representative who is not in any of the conditions of conflict of interest provided for in Article 135-decies of the consolidated law, if expressly authorized by the appointer, can vote in a different way from that indicated in the instructions in the event of significant circumstances, unknown at the time of issue of the proxy and that cannot be communicated to the appointer - such as to reasonably assume that the latter would have approved had he known - or in case of amendments or additions to the draft resolutions submitted to the shareholders' meeting.
In the cases provided for paragraph 2, the representative declares during the shareholders' meeting:
a) the number of votes cast in a manner different from the instructions received or, in case of additions to the draft resolutions submitted to the shareholders' meeting, expressed in the absence of instructions, compared to the total number of votes exercised, making a distinction among abstentions, favorable and unfavorable votes;
b) the motivations of the vote cast in a manner different from the instructions received or in the absence of instructions.
The company Tesmec S.p.A., with registered office in Milan, Piazza Sant'Ambrogio no.16, tax code and VAT number 10227100152, in the person of the legal representative pro tempore Mr. Paolo Mosconi as data controller (hereafter "Data Controller") invites you to read this notice pursuant to art. 13 of the EU Reg. no. 679/2016 (hereafter "GDPR") concerning the processing of your personal data that you will provide through the filling in the forms regarding your attendance to the Shareholders' Meeting of April 16th, 2019 and the exercise of your voting rights.
The Data Controller will process the following personal data (hereafter "Data"):
The Data are voluntarily provided by the Data Subject.
Your data will be legally and properly processed for the purposes described below:
C. compliance with legal obligations related to the legal relationship in force.
Processing of your data is carried out through the operations mentioned in art. 4 no. 2) of the GDPR and more precisely: collection, recording, organisation, structuring, storage, adaptation or modification, extraction, consultation, use, communication by transmission, disclosure or any other form of supply, comparison or interconnection, limitation, cancellation or destruction of Data.
Your Data are subject to both paper and electronic processing.
Your Data are inserted in the relevant databases and are treated by the persons authorised by the Data Controller, who may carry out operations of consultation, use, processing, comparison and any other appropriate operation, even automated, in compliance with the provisions of law necessary to ensure, inter alia, the confidentiality and security of data as well as accuracy, updating and the relevance of the data in relation to the stated purposes.
Processing of Data belonging to minors is not envisaged.
The Data Controller retains Data in compliance with local laws and internal company policies and procedures for the time necessary to fulfil the aforementioned purposes and to meet its legitimate business interests, legal obligations or to establish, exercise or defend legal rights. Once the data retention is no longer required for said purposes, Data will be deleted in a secure manner. For further information on the retention periods for documents, please refer to the abstract of Tesmec Spa Data Retention Policy available on the website http://www.tesmec.com/it/privacy.html.
Processing of the aforementioned Data is necessary for the execution of your legal relationship with the Data Controller and is grounded in the legal title on the shares or in the power of attorney to exercise the rights, arising from such title, on behalf of the owner.
Your Data may be made accessible for the purposes described above:
The Data Controller also reserves the right to share personal data with some third parties, including: IT providers for system development purposes and technical assistance, auditors and consultants to ascertain the compliance with external and internal requirements, as well as compliance with laws; bodies, agencies and Authority/ies responsible for the application of laws, counterparts, pursuant to legal obligations to transmit information; potential successor and/or assignors in case of sale – purchase of shares and other m&a operations; police, armed forces and other public administrations for the fulfilment of obligations set by laws, regulations or by European legislation.
Should said parties be located in extra-EU countries, the Data Controller ensures that extra-EU data transfer will take place in accordance with the applicable legal provisions.
Data will be stored on servers located within the European Union. In any case, it is understood that the Data Controller has the right to share data with the other companies of the Tesmec Group and/or to transfer Data also to other extra-EU areas, if needed; in this case, the Data Controller hereby ensures that the extra-EU data transfer will take place in accordance with the applicable legal provisions.
The Data Controller shall apply all the necessary protections to the aforementioned transfers pursuant to the legislation on privacy in force.
Provision of Data for the above purposes is mandatory. Without them, it will not be possible to execute your contract and the legal obligations.
As Data subject, you have the rights set forth in articles 13, paragraph 2, letters b), c) and d), 15, 16, 17, 18, 19 and 21 of the GDPR and precisely the rights to:
subsequently processed. c) certification that the parties to which the data have been transferred or disseminated have been notified of the operations specified in points a) and b), also regarding their content, except for the case where notification proves impossible or requires the use of means clearly disproportionate to the right being protected.
As regards to the right to data portability, the Data Subject shall have the right to receive the personal data concerning him or her, which he or she has provided to the Data Controller, in a structured, commonly used and machine-readable format for personal uses or to transmit those data to another controller. With reference to the contractual relationship, in general terms the data that shall be object of portability are the personal and contact data.
You may exercise your rights or submit a request at any time by sending a registered letter with notification of receipt to Tesmec S.p.A., Via Zanica 17/O, 24050 Grassobbio (BG) or an e-mail to [email protected].
The deadline for the reply is one month. The aforementioned deadline may be extended by two months in particularly complex cases: if this occurs, within one month the Data Controller will provide a communication concerning the reasons for the extension.
The Data Controller has the right to request the information necessary for the identification of the applicant.
In general terms the exercise of rights is free, except in the case of manifestly unfounded or excessive requests, for which the Data Controller may reserve the right to request the Data Subject a reasonable contribution based on the administrative costs to be incurred.
The Data Controller is Tesmec S.p.A. with registered office in Milan, Piazza Sant'Ambrogio no. 16, tax code and VAT number 10227100152, in the person of the legal representative pro tempore Mr. Paolo Mosconi.
The list of Data Processors is available at the headquarter of the Data Controller.
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.