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The Italian Sea Group

AGM Information Jun 10, 2024

4220_egm_2024-06-10_028715b6-f1b0-4e03-a631-399d1dd209b6.pdf

AGM Information

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THE ITALIAN SEA GROUP S.P.A.

REGISTERED OFFICE IN CARRARA (MS), MARINA DI CARRARA,

VIALE C. COLOMBO, 4BIS

SHARE CAPITAL EURO 26,500,000.00 fully paid in

C.F. AND REGISTRATION NO. IN THE COMPANY REGISTER OF TOSCANA NORD OVEST 00096320452

NOTICE OF SUPPLEMENT OF THE AGENDA OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING

With reference to the Shareholders' Meeting of THE ITALIAN SEA GROUP S.P.A. ("TISG", or the "Company") convened in ordinary and extraordinary session, in single call, on 1 July 2024 at 3.00 pm, at the office of ZNR Notai, via Metastasio n. 5, Milan, please note that on 10 June 2024, Shareholder GC Holding S.p.A., representing 53.6% of the Company's share capital, pursuant to Article 126-bis of Italian Legislative Decree no. 58/98, requested to supplement the agenda of the Shareholders' Meeting with the following new item:

"Confirmation of the director and Chair of the Board of Directors co-opted pursuant to Article 2386 of the Italian Civil Code."

Accordingly, the Shareholders' Meeting will meet with the following

AGENDA

Ordinary part

    1. Approval of the share incentive plan named "Long Term Incentive Plan 2027-2029," subject to revocation of the incentive plan named "Long Term Incentive Plan 2026-2028" approved by the ordinary shareholders' meeting on 27 April, 2023, which has not been implemented; related and consequent resolutions;
    1. Approval of the report on remuneration policy and compensation paid, first section, binding resolution;
    1. Authorization for the purchase and disposal of treasury shares pursuant to Articles 2357 et seq. of the Italian Civil Code, subject to revocation of the authorization granted by the Ordinary Shareholders' Meeting of 27 April, 2023;
    1. Review of the compensation of the members of the Board of Directors; related and consequent resolutions.
    1. Confirmation of the director and Chair of the Board of Directors co-opted pursuant to Article 2386 of the Italian Civil Code.

Extraordinary part

  1. Proposal to increase the share capital with the exclusion of the option right, pursuant to Article 2441, paragraphs 5, 6 and 8, of the Italian Civil Code, for a maximum nominal amount of EUR 795,000.00, plus any share premium, subject to revocation of the resolution to increase share capital to service the "Long Term Incentive Plan 2026-2028," adopted by the Shareholders' Meeting on February 18, 2021,

through the issue of a maximum of 1,590,000 new ordinary shares without any indication of par value to service a stock option plan; related and consequent resolutions;

  1. Proposal to amend Article 6 (Share capital, shares and shareholder loans) of the Articles of Association in order to introduce the increased voting rights referred to in Article 127-quinquies of Italian Legislative Decree No. 58/1998, and Article 10 (Shareholders' Meeting - right of intervention and representation) in order to make the institution of the designated representative referred to in Articles 135-undecies and 135-undecies.1 of Italian Legislative Decree No. 58/1998 applicable to the Company; formal revision of the numbering system of all items of the Articles of Association; formal revision of Articles 2, 6, 9, 10, 11, 12, 13, 14, 15, 17, 18, 20 and 21, of the Articles of Association; related and consequent resolutions.

GC Holding S.p.A. submitted an explanatory report on the request to supplement the agenda, which will be made available at the Company's registered office, in Marina di Carrara, Carrara (MS), Viale C. Colombo, 4 bis (from Monday to Friday, from 09:00 a.m. to 01:00 p.m. and from 02:00 p.m. to 06:00 p.m.), as well as on the Company's website at www.investor.theitalianseagroup.com (section "Corporate Governance/Annual General Meeting") and at the "eMarket Storage", available at , within the terms of the law.

The Company will publish on its website www.investor.theitalianseagroup.com (Section "Corporate Governance/Annual General Meeting") the updated version of proxy forms.

With regard to the information on intervention and voting right, representation at the Shareholders' Meeting and the right to ask questions, please refer to the content of the notice of the Shareholders' Meeting published on 31 May 2024.

** ** **

This notice is published on the Company's website (at the address www.investor.theitalianseagroup.com, Section "Corporate Governance/Annual General Meeting"), as well as on the authorised storage mechanism ().

The notice of the integration is also communicated through an insert published in newspaper MF on 11 June 2024.

Marina di Carrara, Carrara, 10 June 2024

The Chair of the Board of Directors

Simona Del Re

This document is an English courtesy translation from Italian. The Italian original shall prevail in case of differences in interpretation and/or factual errors.

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