AGM Information • Mar 18, 2023
AGM Information
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| Informazione Regolamentata n. 2378-10-2023 |
Data/Ora Ricezione 18 Marzo 2023 00:04:59 |
Euronext Milan | ||
|---|---|---|---|---|
| Societa' | : | THE ITALIAN SEA GROUP | ||
| Identificativo Informazione Regolamentata |
: | 173695 | ||
| Nome utilizzatore | : | ITALIANSEAGROUPN05 - Carniani | ||
| Tipologia | : | REGEM; 3.1 | ||
| Data/Ora Ricezione | : | 18 Marzo 2023 00:04:59 | ||
| Data/Ora Inizio Diffusione presunta |
: | 18 Marzo 2023 00:05:00 | ||
| Oggetto | : | Notice of Call of the 2023 Ordinary Shareholders' Meeting |
||
| Testo del comunicato |
Vedi allegato.
An ordinary session of the Shareholders' Meeting of THE ITALIAN SEA GROUP S.P.A. ("TISG" or the "Company" or the "Issuer") is called, on a single call, for 27 April 2023, at 17:00 at the registered office in Marina di Carrara, Viale C. Colombo, 4 bis, to discuss and resolve on the following
The subscribed and paid-up share capital is equal to Euro 26,500,000.00, represented by 53,000,000 ordinary shares with no nominal value. Information on the amount of the share capital is available on the Company's website www.investor.theitalianseagroup.com ("Corporate Governance/AGM" section).
The Company has decided to avail of the option provided for by art. 106, paragraph 4, of Italian Law Decree no. 18, converted with amendments into Law no. 27, as amended and extended, most recently by Law Decree no. 198 of 29 December 2022, converted with amendments by Law no. 14 ("Decree"), providing that participation in the Shareholders' Meeting by those entitled may take place exclusively through the representative designated by the Company pursuant to art. 135-undecies of Italian Legislative Decree no. 58/98 (Consolidated Law on Finance "TUF"), identified as Monte Titoli S.p.A., with registered office in Milan, Piazza degli Affari 6 (the "Designated Representative" or "Monte Titoli"), with the methods specified below, excluding access to the meeting rooms by shareholders and their delegates other than the aforementioned Designated Representative.
Participation in the Shareholders' Meeting of the members of the corporate bodies, the appointed Secretary, representatives of the independent auditors and of the Designated Representative, may also take place, or exclusively take place, by video/telecommunication means, in the manner communicated to them individually, in compliance with the applicable regulatory provisions for this eventuality.
Pursuant to art. 83-sexies of the Consolidated Law on Finance and art. 10 of the Articles of Association, the right to participate at the Shareholders' Meeting is subject to the receipt, by the Company, of the communication issued by an intermediary authorised pursuant to the regulations in force, certifying the ownership of the Shares on the basis of the
evidence of its accounting records relating to the end of the accounting day of the seventh trading day prior to the date of the Shareholders' Meeting in single call (or rather 18 April 2023).
The credit and debit entries made on the accounts after that date are not relevant for the purposes of the right to exercise voting rights at the Shareholders' Meeting; therefore, those who hold shares after that date will not have the right to attend and vote at the Shareholders' Meeting.
The communications of intermediaries to the Company are made in compliance with current legislation. As indicated above, the holders of voting rights who intend to participate at the Shareholders' Meeting may participate exclusively by granting a proxy to the Designated Representative, in the manner specified below.
Shareholders wishing to participate at the Shareholders' Meeting may therefore, at no cost to the delegating party except for any transmission costs, give the Designated Representative the proxy with the voting instructions, on all or some of the resolution proposals on the items on the agenda, using the
specific proxy form available on the Company's website at www.investor.theitalianseagroup.com, in the "Corporate Governance /AGM" section (the "Proxy Form for the Designated Representative").
The proxy must reach the aforementioned Designated Representative with the relative voting instructions,
together with a copy of an identity document of the delegating party which is currently valid or, if the delegating party is a legal person, of the pro tempore legal representative or another person with suitable powers, together with suitable documentation certifying their qualification and powers, by one of the following alternative methods: by the end of the second trading day prior to the date of the Shareholders' Meeting (that is, no later than 23:59 on 25 April 2023) with the following alternative methods:
The proxy and the voting instructions may be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting (that is, no later than 23:59 on 25 April 2023) in the manner indicated above. A proxy granted in this way is effective only for proposals in relation to which voting instructions have been given.
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), Monte Titoli can be contacted at [email protected] or at the following telephone number (+ 39) 02.33635810 (on open office days, from 9:00 to 17:00).
As permitted by the aforementioned art. 106 of the Decree, the Designated Representative may also be granted, without expenses to be borne by the delegating party, except for any transmission costs, also proxies and/or sub-proxies pursuant to art. 135-novies of the Consolidated Law on Finance, by way of exception to art. 135 undecies, paragraph 4, of the Consolidated Law on Finance, with voting instructions on all or some of the proposals relating to the items on the agenda, using the form available on the Company's website at www.investor.theitalianseagroup.com, section "Corporate Governance/AGM" (the"Proxy and/or Subproxy Form"). For the transmission of proxies/sub-proxies, also electronically, the procedures described in the previous paragraph and reported in the proxy form must be followed. The proxy/sub-proxy must be received by 18:00 on the day before the date of the Shareholders' Meeting (and in any case by the time the meeting starts). Within the aforementioned deadline, the proxy/sub-proxy and the voting instructions may always be revoked. The proxy and/or sub-proxy and the voting instructions may be revoked within the same deadline as above.
Pursuant to art. 126-bis, paragraph 1, first sentence, of Italian Legislative Decree no. 58/98, Consolidated Law on Finance, Shareholders who, even jointly, represent at least one fortieth of the share capital may request, within ten days from the publication of the call notice this Shareholders' Meeting (therefore by 28 March 2023), an addition to the list of the items to be discussed, indicating in the request the additional items proposed by them or submitting resolution proposals on items already included on the agenda in this notice of call. Shareholders in favour of which the Company has received a specific communication from an authorised intermediary pursuant to current legislation are entitled to request additions to the agenda or to submit new resolution proposals.
Within the aforementioned deadline of ten days (28 March 2023), a report must be submitted by the proposing Shareholders, stating the reasons for the proposed resolutions on the new matters they propose to discuss or the reason for the additional resolution proposals submitted on items already on the agenda. Additions to the agenda are not permitted for items on which the Shareholders' Meeting resolves, by law, at the proposal of the directors or on the basis of a project or report prepared by them, other than those indicated in art. 125 -ter, paragraph 1, of the Consolidated Law on Finance
The requests for additions and further resolution proposals must be submitted in writing and must be sent to the Company by registered letter to the registered office of the Company, in Marina di Carrara, Viale C. Colombo, 4bis, to the attention of the Legal Office, or electronically, by sending it to the following certified email address [email protected].
The Company reserves the right not to accept requests for additions or further resolution proposals sent by certified email that are illegible or sent with damaged or in any case illegible files. The sender should indicate a telephone number or email address in the message accompanying the request for adding to the agenda. Any additions to the agenda or the presentation of further resolution proposals will be notified by the Company, with the same methods of publication as this notice, at least fifteen days before the date set for the Shareholders' Meeting, accompanied by any assessments of the Board of Directors.
Those with voting rights may individually submit, pursuant to art. 126- bis, paragraph 1, penultimate sentence of the Consolidated Law on Finance, proposed resolutions on the items already on the agenda. In consideration of the fact that, with reference to this Shareholders' Meeting, participation is only permitted through the Designated Representative, requests, to be submitted in writing, must be sent to the Company by Saturday 15 April 2023.
Additional resolution proposals must be submitted in writing, together with the information that allows for the identification of the person submitting them, at the Company's registered office or by sending a certified e-mail to the address [email protected].
These proposed resolutions will be published by the Company by 18 April 2023 in the section of the Company's website dedicated to this Shareholders' Meeting so that the holders of voting rights can view them for the purpose of granting proxies and/or sub-proxies, with related voting instructions, to the Designated Representative. For the purposes of its publication, as well as in relation to the work of the Shareholders' Meeting, the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness, their compliance with applicable regulations and the validity of the proposing parties.
Pursuant to art. 127-ter of the Consolidated Law on Finance, those who have the right to vote at the Shareholders' Meeting, with regard to whom the Company has received a specific communication from an authorised intermediary pursuant to prevailing regulations, may ask questions on the items on the agenda before the Shareholders' Meeting. The questions must be sent to the Company in writing, by registered letter, at the registered office of the Company, in Marina di Carrara, Viale C. Colombo, 4bis, to the attention of the Chairman Filippo Menchelli, or electronically, by sending to the following certified email address [email protected].
The questions must be received by the Company by the seventh trading day prior to the Shareholders' Meeting (i.e. by 18 April 2023). The Company reserves the right to provide a single response to questions with the same content. Questions received before the Shareholders 'Meeting will be answered no later than two days before the Shareholders' Meeting (i.e.by 25 April 2023). Pursuant to the aforementioned art. 127-ter of the Consolidated Law on Finance, no response is due, even at the Shareholders' Meeting, for questions asked beforehand, if the information requested is already available in "question and answer" format in the specific section of the Company's website, or when the answer has been published on said website.
Pursuant to art. 123-ter, paragraphs 3-bis and 6, of the Consolidated Law on Finance, the Shareholders' Meeting called to approve the financial statements for the year shall have to resolve on the approval of the first section of the Report on the Remuneration Policy and Payments (2023 remuneration policy) as well as to express a non-binding vote on the second section of the Report on the Remuneration Policy and Payments (2022 payments).
The company is managed by a Board of Directors consisting of a minimum of five (5) and a maximum of eleven (11) members, including the Chairman and one or more Deputy Chairmans.
The number of directors and their appointment will be determined by the Shareholders' Meeting.
Pursuant to art. 12 of the articles of association, the board of directors remains in office for three financial years unless a different and shorter period is established by the Shareholders' Meeting at the time of appointment.
The renewal of the Board of Directors will take place with the list voting mechanism, in accordance with the provisions of art. 13 of the Articles of Association. For the valid presentation of the lists, the Shareholders must comply with the provisions contained in the Articles of Association otherwise they shall be invalid.
The outgoing Board therefore invites the Shareholders to submit lists for the appointment of the Board of Directors, taking into account the size of the administrative body and the requirements of gender and independence.
With regard to the procedures for submitting lists for the election of new directors, please note that:
possess the requirements envisaged by law. Without prejudice to compliance with the gender balance criteria as set out herein, in each list composed of at least 7 candidates, at least 2 - indicated in a position no further than the second and seventh place of each list - must also meet the independence requirements envisaged by law as well as the Code of Corporate Governance.
The lists that submit a number of candidates equal or greater than three (3) must be composed of candidates of both genders, so that at least two fifths (rounded up) of the elected directors belong to the less represented gender and one fifth for the first renewal subsequent to the trading start date, without prejudice to any other legal or regulatory provisions pro tempore in force. In this regard, however, in consideration of the Company's adherence to the Corporate Governance Code, at least one third of the directors of the less represented gender should be appointed in accordance with the provisions of the aforementioned Code, at recommendation no. 8.
Together with each list, exhaustive information on the personal and professional characteristics of the candidates is filed, as well as the declarations submitted by the individual candidates accepting the candidacy and certifying, under their own responsibility, that they meet the requirements prescribed by law and regulations for members of the Board of Directors, and any other document required by law and regulations. Any change in the data communicated that may occur up to the day the Shareholders' Meeting is actually held must be promptly communicated to the Company.
Each list must include at least two candidates who meet the independence requirements, mentioning these candidates separately and indicating one of them at the top of the list.
The Shareholders' Meeting is also required to determine the number of members of the Board, its term of office and the annual remuneration due to all Directors.
Those who submit a "minority list" are subject to the recommendations formulated by Consob with Communication no. DEM/9017893 of 26 February 2009.
For anything not expressly indicated in this Notice, please refer to the Articles of Association of the Company as well as to the reports of the Board of Directors on the items on the agenda of the Shareholders' Meeting, published in the form and in the manner prescribed by law.
Art. 21 of the Articles of Association envisages that the Board of Statutory Auditors comprises three statutory auditors and two alternate auditors, appointed and acting in accordance with the law. In compliance with current legislation and regulations on gender balance, one third of the members of the Board of Statutory Auditors must belong to the less represented gender. On the basis of the provisions of the Articles of Association, the election of a statutory auditor, who will take on the role of Chairman of the Board of Statutory Auditors, and an alternate auditor, is reserved to the minority.
The statutory auditors must also meet the requirements envisaged by current legislation and regulations. In particular, these include the requirements of professionalism, integrity and independence, as well as those relating to the accumulation of offices, without prejudice to the situations of incompatibility envisaged by law. Furthermore, in compliance with art. 21.2 of the Articles of Association, all statutory auditors must be enrolled in the register of auditors and have worked as auditors on accounts for a period of not less than three years.
The Board of Statutory Auditors is appointed on the basis of lists submitted by the shareholders, pursuant to art. 21 of the Articles of Association. More specifically:
(a) each list must comprise two sections: one for candidates for the office of statutory auditor, the other for candidates for the office of alternate auditor. Lists with a number of candidates equal to or greater than three and equal to or greater than two (in relation to the section for candidates for the office of alternate auditor) must be composed of candidates belonging to both genders in accordance with legislative and
regulatory provisions. Only candidates who meet the limits of the number of offices held as established by the regulations may be included on the lists (statutory auditors in five other listed companies, not including subsidiaries, even if listed) and who meet the requirements of integrity, professionalism and independence.
The lists accompanied by the information required by the reference regulations, as well as the documentation required to accompany them, in accordance with the provisions of arts. 148, paragraph 2, of the Consolidated Law on Finance, 144-sexies, paragraph 4-ter, of the Consob Issuers' Regulation, and 21 of the Articles of Association must contain the reference "lists for the appointment of the Board of Statutory Auditors" and be filed at the registered office of the Company by means of registered letter with return receipt sent by certified email to the address [email protected] at least twenty-five days before the date set for the Shareholders' Meeting, and therefore by Sunday 2 April 2023, however, since 2 April 2023 is a holiday, this deadline - with sole regard to the submissions of the lists - is extended to Monday 3 April 2023;, together with the additional documentation required by law and regulations in force, and will be made available to the public at the registered office, on the Company's website www.investor.theitalianseagroup.com, (section "Corporate Governance/AGM") and at the mechanism "eMarket Storage" authorised storage facility, available at , by 6 April 2023.
The lists must be accompanied by information relating to the identity of the shareholders who submitted the lists, with an indication of the total percentage interest held, which must represent at least 2.5% of the shares with voting rights at the ordinaryshareholders' meeting, as per the Articles of Association and Consob Resolution no. 76 of 30 January 2023, the share that is determined with regard to the shares that are registered in favour of the shareholder on the day on which the lists are filed with the Company.
The related legal certification (communication issued by an authorised intermediary pursuant to the applicable regulations, proving ownership of the number of shares represented, determined with regard to the shares that are registered in favour of the Shareholders on the day on which the lists are filed with the Company ) may also be submitted after filing, provided it is by 6 April 2023.
Pursuant to art. 144-sexies, paragraph 5, of Consob Regulation no. 11971 of 14 May 1999 as subsequently amended (the "Consob Issuers' Regulation"), in the event that at the date of expiry of the deadline for submitting lists for the Board of Statutory Auditors (i.e. by Monday 3 April 2023) only one list has been filed, or only lists submitted by shareholders connected to each other pursuant to the applicable provisions, lists may be submitted until the third day following that date (and specifically until 14.00 of 6 April 2023). In this case, the minimum participation threshold in the share capital for the submission of a list as indicated above is reduced by half (1.25%).
Each shareholder may submit or contribute to the submission of only one list and vote for only one list. The parties that control it, their subsidiaries and those subject to joint control may not submit or contribute to the submission of other lists, or vote on them, not even through a third party or through trust companies, with
subsidiaries referring to the companies pursuant to art. 2359 of the Italian Civil Code and art. 93 of the Consolidated Law on Finance, in force from time to time or as possibly replaced.
The lists must also be accompanied by:
(i) information relating to the identity of the shareholders who submitted the lists, with an indication of the overall percentage of the shareholding held;
(ii) a declaration by shareholders other than those who hold, also jointly, a controlling or relative majority shareholding, certifying the absence of any connection with the latter as provided for by the regulations in force;
(iii) exhaustive information on the personal and professional characteristics of the candidates and the declarations with which the individual candidates accept their candidacy and certify, under their own responsibility, that they meet the requirements legally and statutorily prescribed for their respective offices; (iv) the list of administration and control offices held by the candidates in other companies with the
commitment to update this list at the date of the Shareholders' Meeting; (v) any other document or information required by law.
Candidates not meeting the above requirements are not eligible.
Any change in the data communicated that may occur up to the day the Shareholders' Meeting is actually held must be promptly communicated to the Company.
The Shareholders' Meeting is also required to determine the annual remuneration due to all Statutory Auditors.
Those who submit a "minority list" are subject to the recommendations formulated by Consob with Communication no. DEM/9017893 of 26 February 2009.
For anything not expressly indicated in this Notice, please refer to the Articles of Association of the Company as well as to the reports of the Board of Directors on the items on the agenda of the Shareholders' Meeting, published in the form and in the manner prescribed by law.
The documentation relating to the items on the agenda of the Shareholders' Meeting will be made available to the public within the terms and in the manner provided for by the regulations in force, with the right of the Shareholders and those who have the right to vote to obtain a copy thereof.
This documentation will be available at the registered office of the Company, in Marina di Carrara, Viale C. Colombo, 4bis (on working days from Monday to Friday from 9.00 to 13.00 and from 14.00 to 18.00), as well as on the website of the Company at www.investor.theitalianseagroup.com, in the section "Corporate Governance/AGM" and at the "eMarket Storage" storage mechanism, available at .
All information and documentation relating to this Shareholders' Meeting, also pursuant to art. 125-quater of the Consolidated Law on Finance, together with the Articles of Association, are available on the Company's website at www.theitalianseagroup.com, in the section "Governance/Shareholders' Meeting".
An excerpt of this notice is published on the daily newspaper "Il Sole 24 Ore".
The Company reserves the right to add to and/or amend the content of this notice if, prior to the Shareholders' Meeting, the regulations pursuant to art. 106 of the Decree are amended or further measures are issued by the competent Authorities.
Any changes and / or additions will be promptly disclosed in the same way as for the publication of this notice.
Marina di Carrara, 18 March 2023
For the Board of Directors The Chairman (Filippo Menchelli)
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