AGM Information • Mar 29, 2018
AGM Information
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Tod's S.p.A. Via Filippo della Valle, 1 63811 Sant'Elpidio a Mare (FM) To the kind of the Board of Directors
Sant'Elpidio a Mare, March 28th, 2018
Sirs,
in its quality as shareholder holding a stake of 50.291% of the share capital of Tod's S.p.A., Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. - taken into account the report illustrating the matters on the agenda of the Shareholders' meeting, prepared pursuant to art. 125-ter of Legislative Decree no. 58/1998 - hereby presents the following list of candidates for the appointment of the members of the Board of Directors of Tod's S.p.A., the renewal of which is the fourth item on the agenda of the next Shareholders' Meeting, convened at the registered office of the Company on April 19th , 2018 on first call and, if necessary, on April 26th, 2018 on second call:
1) Diego Della Valle, born in Sant'Elpidio a Mare (FM), on 30/12/1953, Fiscal Code DLLDGI53T30I324E;
2) Vincenzo Manes, born in Venafro (IS), on 01/04/1960, Fiscal Code MNSVCN60D01L725R;
3) Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26/09/1965, Fiscal Code DLLNDR65P26I324V;
4) Luigi Abete, born in Rome on 17/02/1947, Fiscal Code BTALGU47B17H501Q;
5) Maurizio Boscarato, born in Ancona (AN), on 27/03/1941, Fiscal Code BSCMRZ41C27A271K;
6) Sveva Dalmasso, born in Rome (RM), on 09/11/1956, Fiscal Code DLMSVV56S49H501F.
7) Romina Guglielmetti, born in Piacenza (PC), on 18/03/1973, Fiscal Code GGLRMN73C58G535B;
8) Emanuele Della Valle, born in Macerata (MC), on 11/06/1975, Fiscal Code DLLMNL75H11E783L;
9) Umberto Macchi Di Cellere, born in Rome (RM), on 05/10/1964, C.F. MCCMRT64R05H501U;
10) Emilio Macellari, born in Civitanova Marche (MC), on 11/03/1958, Fiscal Code MCLMLE58C11C770U;
11) Cinzia Oglio, born in Vigevano (PV), on 05/12/1970, Fiscal Code GLOCNZ70T45L872S;
12) Pierfrancesco Saviotti, born in Alexandria (AL), on 16/06/1942, Fiscal Code SVTPFR42H16A182T;
13) Michele Scannavini, born in Ferrara (FE), on 21/04/1959, Fiscal Code SCNMHL59D21D548O;
14) Emanuela Prandelli, born in Lecco (LC), on 17/07/1970, Fiscal Code PRNMNL70L57E507E;
15) Marilù Capparelli, born in Naples (NA) on 11/06/1974, Fiscal Code CPPMRA74H51F839E.
Pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and to Article 3 of the Corporate Governance Code of Listed Companies, the following candidates qualify as independent directors: Vincenzo Manes, Luigi Abete, Sveva Dalmasso, Romina Guglielmetti, Pierfrancesco Saviotti, Michele Scannavini, Emanuela Prandelli and Marilù Capparelli.
The following documentation is attached hereto with reference to each candidate:
i) declaration of acceptance of nomination and relative appointment, including the statement regarding the absence of grounds for incompatibility and ineligibility in accordance with the applicable law for the office of Company director, the declaration of the existence of the requirements prescribed by applicable law and regulations for the office, including the possible eligibility to qualify as "independent" pursuant to Article 148, subsection 3, of Legislative Decree 58/98 and/or pursuant to Article 3 of the Corporate Governance Code of Listed Companies and ii) curriculum vitae.
We also attach the documentation issued by an authorized intermediary certifying the ownership by Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l. of a percentage of share capital exceeding 1%.
***
The Shareholders' Meeting is therefore invited to approve the following proposed resolutions:
1) "The Shareholders' Meeting:
- to determine the number of members of the Board of Directors in fifteen;
- to determine the period of the appointment of Board of Directors in three years, and so until the Shareholders' Meeting convened to approve the financial statement as of 31th December 2020";
2) " The Shareholders' Meeting:
to appoint as members of the Board of Directors the following candidates taken from the list submitted by the shareholder Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l.
2) Vincenzo Manes, born in Venafro (IS), on 01/04/1960, Fiscal Code MNSVCN60D01L725R;
3) Andrea Della Valle, born in Sant'Elpidio a Mare (FM), on 26/09/1965, Fiscal Code DLLNDR65P26I324V;
to determine in:
- Euro 36,000.00 the gross annual remuneration to be assigned to each member of the Board of Directors;
- Euro 9,000.00 the gross annual remuneration to be assigned to each member of the Executive Committee, if established;
- Euro 350.00 the attendance fee for each meeting of the Board of Directors and Executive Committee, if established;
subject to the provisions of Article 2389, subsection 3, of the Italian Civil Code for the assignment of special duties";
4) "The Shareholders' Meeting:
to authorize all the appointed directors to assume shareholdings, offices and carry out activities in derogation of the limit set by article 2390 of the Italian Civil Code."
Di.Vi. Finanziaria di Diego Della Valle & C. S.r.l.
CREDIT SUISSE (ITALY) S.p.A.
Via Santa Margherita, 3
20121 Milano (MI) Italia
Telefono+39 02 88 55 01 S.W.I.F.T. CRESITMM www.credit-suisse.it
| In. progr. annuo | codice cliente | Inominativo, codice fiscale e indirizzo del partecipante al sistema |
|---|---|---|
| 651 | DI.VI.FIN DI DIEGO DELLA VALLE&C SRL PARTITA IVA: 01732500440 VIA SETTECAMINI, 116 63019 - SANT'ELPIDIO A MARE |
|
| la richiesta di | lluogo e data di nascita | |
| IDELLA STESSA |
La presente certificazione, con efficacia IMMEDIATA FINO AL 26/04/2018 attesta la partecipazione al sistema di gestione accentrata del nominativo sopra indicato con i seguenti strumenti finanziari
| descrizione strumenti finanziari | quantita' |
|---|---|
| ITOD'S ISCR. V. M. | 16.643.057 |
Su detti strumenti finanziari risultano le seguenti annotazioni:
CERTIFICAZIONE ATTESTANTE IL POSSESSO DELLE AZIONI EMESSA ALLO SCOPO DI PRESENTARE ALL'ASSEMBLEA DEGLI AZIONISTI DI TOD'S SPA CONVOCATA PER IL 19 APRILE 2018 UNA LISTA DI CANDIDATI AL CONSIGLIO DI AMMINISTRAZIONE DELLA SOCIETA'.
Sede Sociale Milano, Italia - Registro Imprese di Milano MonzaBrianza Lodi - Cod. Fisc. - Part. IVA 12219440158 - R.E.A. n. 1555535 - Cod. ABI 3089-0 Capitale Sociale Euro 139.596.000,00 i.v. - Capogruppo del "Gruppo Credit Suisse (Italy)" - Iscritta all'Albo delle Banche e all'Albo dei Gruppi Bancari Aderente al Fondo Interbancario di Tutela dei Depositi e al Fondo Nazionale di Garanzia
CREDIT SUISSE AT
Credit Suisse (Italy) S.p.A. è soggetta alla direzione e coordinamento della Banca Credit Suisse AG con sede in Zurigo (CH), Paradeplatz 8.
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned Diego Della Valle, born in Sant'Elpidio a Mare, on 30/12/1953, Fiscal Code DLLDGI53T30I324E, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereof,
Diego Della Valle was born in 1953, in Casette D'Ete, in the Italian region Le Marche, located on the Adriatic coast in the center of Italy.
After studying law in Bologna and a brief period working in the USA, he joined his father in the family shoemaking business in 1975.
As well as gaining valuable knowledge of the shoe production process, Diego Della Valle also had a leading role in determining the company strategy and in the creation of brands to identify the company's products. He developed an innovative marketing plan, that became the model for the worldwide expansion of the family business, and this has since been followed by many others in the luxury goods industry.
Since October 2000, Diego Della Valle has been the President and CEO of Tod's S.p.A., the new Group he founded. Tod's S.p.A. is now quoted on the Milan stock exchange and is a world leader in the luxury accessories sector. Its brands include Tod's, Hogan, Fay and Roger Vivier.
In 1996 Diego Della Valle has been nominated Cavaliere del Lavoro (the highest honor the Italian Republic bestows for professional achievement) and in 2000 he received an honorary degree in Business and Economics from the University of Ancona.
Diego Della Valle was on the board of several companies including Ferrari and Assicurazioni Generali, and he has currently a seat on the board of LVMH, one of the worldwide leaders in the luxury sector, and on that of RCS.
Together with his brother Andrea, Diego Della Valle is a shareholder of Piaggio, Cinecittà, Fondo Charme, NTV Nuovo Trasporto Viaggiatori and of the football club ACF Fiorentina.
Diego Della Valle is a member of the fundraising committee of the Umberto Veronesi Cancer Research Foundation and President of the Board of Directors of the Della Valle Foundation, a charity engaged in funding schooling for children.
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned MANES VINCENZO born in Venafro (IS), on 01/04/1960, Fiscal Code MNS VCN 60D01 L725R, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereof, $\mathcal{H}$
Azionista, Presidente e Amministratore Delegato della Società INTEK GROUP, holding di partecipazioni [fatturato consolidato di 2,5 miliardi e con oltre 6000 addetti] con la missione di gestire un portafoglio diversificato di partecipazioni finanziarie, industriali, di servizi.
Il Gruppo possiede - partecipazioni nel settore del manufatti in rame, nei servizi avanzati, nell'immobiliare ed è presente oltre che sul territorio nazionale anche in Francia, Germania, Spagna, Inghilterra e Cina.
Dal 2013 è membro del consiglio di amministrazione della FONDAZIONE OLIVETTI e dall'aprile 2015 membro nel consiglio di amministrazione di TOD'S GROUP, della COMPAGNIA IMMOBILIARE AZIONARIA e di CLASS EDITORI.
E' fortemente impegnato in numerose attività filantropiche e, nel corso degli ultimi venti anni, ha dedicato un impegno crescente per lo sviluppo del terzo settore. Prima come venture philanthropist e poi prendendo direttamente l'iniziativa come imprenditore sociale. Nel 2003 costituisce Fondazione Dynamo con la missione di contribuire allo sviluppo della filantropia in Italia. Fondazione Dynamo è promotrice di Dynamo Camp: unico centro nazionale di Terapia Ricreativa che ospita gratuitamente bambini e ragazzi, dai 7 ai 17 anni, affetti da patologie gravi e croniche, provenienti da tutto il territorio italiano e da paesi stranieri. Nel tempo il progetto Dynamo si è progressivamente ampliato, generando un articolato sistema di soggetti che concorrono alla sostenibilità a lungo termine delle sue attività: Dynamo Academy srl, Oasi Dynamo.
Dal 1997 al 2017 è stato Presidente di FONDAZIONE VITA - azionista di maggioranza della Società Editoriale Vita S.p.a., la società editrice del giornale VITA, l'unico settimanale italiano dedicato interamente al mondo del non-profit.
Dal 2004 è Fondatore e Presidente della Società Italiana di Filantropia, società che finanzia dal 2008 la prima cattedra dedicata alla "Social Entrepreneurship" presso l'università Bocconi.
Già Consigliere del Consiglio di indirizzo - FONDAZIONE UMANA MENTE La Fondazione socioassistenziale costituita dal Gruppo Allianz nel settembre 2001. Le sue attività si concentrano negli ambiti del disagio minorile e della disabilità intellettiva congenita, con il supporto e il finanziamento di progetti promossi da enti non profit distribuiti in tutto il territorio nazionale.
Dal 2009 è entrato, unico impreditore Italiano, nel Committee Encouraging Corporate Philanthropy (CECP), forum internazionale di origine americana, che raggruppa CEO e Presidenti delle più grandi aziende americane con attività di Corporate Philantrophy.
Dal dicembre 2017 è Presidente della FONDAZIONE ITALIA SOCIALE istituita con legge 106/16 con lo scopo di sostenere, mediante l'apporto di risorse finanziarie e di competenze gestionali la realizzazione e lo sviluppo di interventi innovativi da parte di enti del Terzo Settore.
Dal gennaio 2018 è entrato nel Comitato Direttivo della FONDAZIONE LA TRIENNALE in rappresentanza del Comune di Milano.
Vincenzo Manes è stato insignito nel 2013 del titolo di Cavaliere del Lavoro per le sue attività in campo imprenditoriale e per l'impegno etico e sociale volto al miglioramento delle condizioni di vita e di lavoro del Paese
Nel 2016 ha ricevuto lo Special Robert Fitzgerald Kennedy Italy Award.
Nel 2017 è stato insignito del Premio Internazionale Dedalo Minosse alla Committenza di Architettura - Premio speciale Cittadellarte - Fondazione Pistoletto.
Nel settembre 2017 è stato insignito del Premio Burgio "Dalla parte dei bambini", prima edizione. istituito dalla Scuola di Pediatria Pavese e dall'Università di Pavia in collaborazione con la Fondazione Policlinico S. Matteo, in memoria del Maestro della Pediatria italiana Roberto Burgio.
Marzo 2018
I, the undersigned Andrea Della Valle, born in Sant'Elpidio a Mare, on 26/09/1965, Fiscal Code DLLNDR65P26I324V, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereof March 23rd 2018
Andrea Della Valle was born in Sant'Elpidio a Mare (AP) on 26 September 1965 and completed his secondary school education in 1984.
After joining the company he began his training and preparation in the USA where he lived for several years coordinating activities aimed at penetrating the American market. He was responsible for the opening of the first "flagship store" in New York. He later began to share responsibility with Diego Della Valle for supervision of company operations.
He holds the position of general manager in several of the group's companies and is Chief Executive Officer of Tod's SpA and Deputy Chairman of the Company's Board of Directors.
From December 2004 to September 2009 he has been Chairman of ACF Fiorentina, the Florentine football club acquired by the family in August 2002, where he is currently Honorary Chairman.
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned Luigi Abete, born in Rome, on 17/2/1947, Fiscal Code BTALGU47B17H501Q, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
$\alpha$ March 23rd 2018
Born in Rome, Italy, on February 17, 1947
Law degree
On June 2, 2000 has been granted the honorary title of "Cavaliere del Lavoro".
On September 19, 2005 has been granted the honorary title of "Grande Ufficiale dell'Ordine al merito della Repubblica Italiana".
On June 22, 2007 has obtained an honorary degree in Economics from Università del Sannio.
Lifetime member of the Executive Board of Confindustria;
President of LUISS Business School;
CEO of "A.BE.T.E. SpA" (Azienda Beneventana Tipografica Editoriale), an investment company operating in the printing and publishing business;
CEO of IEN - Italian Entertainment Network;
President of Civita Cultura Holding;
Chairman of FeBAF - Federazione Banche Assicurazioni e Finanza;
from 1998 to present: Chairman of Banca Nazionale del Lavoro;
Member of the Board of Directors of Il Sole 24 Ore;
Member of the Board of Directors of Tod's;
Member of the Board of Treccani.
I, the undersigned Maurizio Boscarato, born in Ancona, on 27/03/1941, Fiscal Code BSCMRZ41C27A271K, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
Acuadou
Avv. Maurizio Boscarato, born in Ancona on 27.03.1941, is the senior lawyer in the legal practice named "Studio Legale Boscarato" situated in Via Matteotti 54 in Ancona.
Avv. Maurizio Boscarato deals with the commercial, company and bankruptcy sectors.
He provides consultancy and assistance to numerous high profile companies in Italy, as well as abroad.
He also deals with company and property settlements.
At a legal level, he is mainly concerned with the contentious procedure arising from company activities. He deals with employment and industrial matters (trade marks, patents and competition).
In the extrajudicial field, he deals with national and international contracts for companies.
In the bankruptcy field he has regularly been appointed, by the Tribunal of Ancona, as the Liquidator and Referee in important insolvency procedures.
He is a Director of the listed company Tod's S.p.A. of Sant' Elpidio a Mare, Director of the Università Politecnica delle Marche, Director of the Fondazione Teatro delle Muse in Ancona.
He is enrolled in the Register of Auditors, holding the post of Chairman of the Board of Auditors of Unicredit Leasing S.p.A., and Auditor of other several jointstock companies.
I, the undersigned Sveva Dalmasso, born in Rome, on 9 november 1956, Fiscal Code DLMSVV56S49H501F, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
Siere Delman
| Name | DALMASSO SVEVA |
|---|---|
| Address Telephone |
16, via Rasori, 20145, Milan, Italy 0039 02 877351 |
| Mobile phone | 0039 335 6086932 |
| Fax | 0039 02 72020101 |
| [email protected] | |
| Nationality | Italian |
| Date of birth | 09/11/1956 |
| Work experience | |
| • Up to the present time | Notary Public in Milan Member of the Steering Committee (Consiglio di Indirizzo) of the European Library of Information and Culture (Biblioteca Europea di Informazione e Cultura, BEIC) Foundation Member of The Board of Directors of Tod's S.p.A. Member of the Remuneration Committee of Tod's S.p.A. |
| • Dates | Lombardy Regional Councillor – President of the "Per la Lombardia" Group of |
| From 18/05/2005 to 10/05/2010 • Occupation or position held |
Councillors I have been a member of: |
| the 2nd Committee on Institutional Affairs | |
| the Special Committee for the drafting of the Statute of the Lombardy Region | |
| the Election Board Committee | |
| the Committee of Inquiry into the reclamation of contaminated sites in the Lombardy Region, acting as Vice-Chair. |
|
| --------------------------------------------------------------------------------------------------------- The Statute of the Lombardy Region was finally approved in 2008. |
|
| As a member of the Special Committee for the Statute, I took an active part in the drafting of the new Regional Statute, which enhanced women's role in particular. Setting old concepts aside, a new vision emerged in the preparatory work and in the Statute itself whereby parity is not merely seen as women's demand, but as a requirement of society as a whole, an issue that regards not only women but men too. During my second mandate I presented: 12 Bills (5 of which were approved) 6 Agendas (5 of which were approved) 12 motions (10 of which were approved) |
|
| • Dates | Lombardy Regional Councillor – President of the "Per la Lombardia" Group of |
| From 05/06/2001 to 17/05/2005 | Councillors |
| • Occupation or position held | I have been a member of: |
| the 2nd Committee on Institutional Affairs | |
| the Special Committee for the drafting of the Statute of the Lombardy Region The Election Board Committee |
|
| • Dates From 1998 to 2003 |
Standing Auditor of the National Notaries' Provident Fund |
| • Dates From 1998 to 1999 |
National head of the UDR Party Women's Affairs Department |
| • Dates | Member of the MEP Party – Movimento per l'Europa Popolare |
| From 1998 | |
|---|---|
| • Dates From 1994 to 1997 |
Member of the Assembly of Representatives of the Notaries' Provident Fund |
| • Dates From 1985 to 1986 |
Legal Assistant in the Legal Relations and Constitutional Affairs department in the Office of the President of the Republic |
| Education and training | |
| 1981 | Degree in law at the University of Cagliari, with a thesis on tax law, "The business income" (108/110) |
| 1986 | Passed competitive examination to practise as a Notary Public |
| 1987 | Passed competitive examination for the position of trainee judge (uditore giudiziario) – Judiciary - traineeship at the Court of Rome |
| 1988 | Enrolled on roll of Notaries - first practice in Vittorio Veneto (Province of Treviso), second and present practice in Milan |
| Personal skills and competences | Excellent organisational capacity acquired in the spheres of work, politics and the profession. |
| Pronounced aptitude for company law; in particular, in the context of my profession as a notary public I have acquired substantial experience in governance issues related to both listed and unlisted companies, often advising on corporate governance. |
I, the undersigned Romina Guglielmetti, born in Piacenza, on 18/03/1973, Fiscal Code GGLRMN73C58G535B, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
feliume - fifteen
Corso Venezia no. 24 20121 Milano 02.780354 [email protected]
Born in Piacenza on March 18, 1973 married, two children
She specialises in corporate governance, corporate law, banking and capital markets law and provides advice to listed and private companies, financial intermediaries and banks.
She advises companies on:
Romina has considerable expertise on the corporate governance of listed and state controlled companies with a focus, inter alia, on control systems (both at individual and group level), gender diversity and succession plannings. She also specializes in corporate governance assessment.
Romina has also gained over ten years of professional experience in the banking sector by assisting leading operators on corporate governance and compliance issues. She also acquired (both as legal consultant and as independent director) a valuable experience and expertise in the following areas:
corporate investment banking (since 2002, legal assistance to various market key players especially in extraordinary capital markets transactions);
wealth management (as Independent Director, Chairman as well as Chairman of the Control and Risk Committee of Banca Esperia);
Romina is the founder of STARCLEX - Studio Legale Associato Guglielmetti, from 2013 to date. Before founding STARCLEX - Studio Legale Associato Guglielmetti, in 2013, she collaborated with of Studio Santa Maria, between 2007 to 2010 and, as a partner, from 2010 to 2013. Prior to that, she was of counsel for Studio Notarile Marchetti from 2004 to 2007 and senior associate of Studio Legale Bonelli Erede from 2000 to 2004.
Enel S.p.A. (May 26, 2016 to date) Statutory Auditor.
ACF Fiorentina S.p.A. (March 27, 2017 to date) Independent Member of the Board of Directors.
2017 – Best Corporate Lawyer of the Year (Corporate M&A Awards - Legalcommunity)
2018 – Most Influential Woman in Corporate Law 2018 (Global Excellence Awards – Acquisition International)
I authorize with the use of my personal data for the purposes pursuant to the Legislative Decree no. 196/2003.
______________________________
I, the undersigned EMANUELE DELLA VALLE, born in Macerata, on 11/06/1975, Fiscal Code DLLMNL75H11E783L, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
$\mathscr{A}^{\mu} \mathscr{G}^{\beta}$ In witness whereof,
Born in Italy 1975
Attended Boarding School at Le Rosey in Switzerland
1995: Responsible for the Introduction of TOD's Boat Competition line with promotional event spanning the entire length of the Louis Vuitton Cup and America's Cup in San Diego California.
1997: Worked in Hong Kong for Joyce Department Store in various roles ranging from sales associate in Giorgio Armani to assisting the Senior buyer of different Luxury collections.
1998: Moved to NY to work as the assistant to the Publisher of Vogue magazine
1999: Worked for TOD's subsidiary in U.S. focusing on the marketing communications and Retail expansion.
2001: Moved to Italy to oversee worldwide marketing for TOD's group from Milan focusing on Advertising, Product design and large-scale events.
2003-2010: Created Formapura: a full service Marketing and Creative agency working mostly for the TOD's group as a supplier of a range of services, and 360 degree marketing projects: Product design concepts to advertising campaigns, catalogs to websites, and worldwide branding events to specific retailing events.
Founder and Chairman of Mediabend Inc, company that creates premium digital content in the lifestyle sector with e-commerce capabilities.
Written and directed a feature film and set up a company for development of movies and branded content.
Currently sits on the Board of Directors at TOD's S.p.A. and Italian Entertainment Group S.p.A.
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned Umberto Macchi di Cellere, born in Rome (RM), on 05/10/1964, Fiscal Code MCCMRT64R05H501U, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereof, allen :
March 23rd 2018
Umberto Macchi di Cellere was born in Rome, on October 5th 1964. After the Classical studies at school, he took a Degree cum laude in Business Administration (Economia e Commercio) at the public University of Rome 'La Sapienza'.
He is currently General Manager of the Tod's Group, which he joined in December 2017.
He was from 2001 to 2017 with Bulgari, Italian Multinational Company creating and selling Jewellery, Watches, Leather Goods and Fragrances, which was acquired by LVMH in 2011. He was President and member of the Board of central and local Companies of the Bulgari Group, and had 3 main responsibilities over his time within the Bulgari Group:
The last one, from 2009 to 2017, as Worldwide Managing Director Sales for the entire Bulgari Brand. His task was to lead the Commercial development of the Brand, through a network of over 300 mono-brand boutiques, plus a selected group of high-end retailers.
He was leading the team made by the Country/Region Managing Directors, plus central functions like Store Design, Merchandising, High Jewellery, and Channel Management.
His focus was the upgrade of the Retail business and the lead of Marketing plans aimed at developing the Brand Image and desirability.
From 2003 to 2009 he was Worldwide Managing Director of the Watches Business Unit. His main tasks have been the upgrade of the product assortment and a vertical integration of the supply chain. He oversaw New Products Development, Marketing, Quality, Production, and of the acquisition and management of a network of Swiss ateliers and suppliers.
From 2001 to 2002 he has been Managing Director of Bulgari Parfums Italia, the local Affiliate managing the business of Fragrances and Cosmetics.
Before Bulgari, he was for 10 years in Johnson & Johnson, American Multinational Company commercializing Toiletries, Skincare and Personal care.
His last role was as International Business Development Director of the dermatological business of the EMEA region.
Previously, he spent 8 years within the Marketing department, covering progressive roles up to leading the Marketing Department of Johnson & Johnson Italy, taking care of Advertising, Media, Trade Marketing, Product development.
Milano, 19/3/2018
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned EMILIO MACELLARI, born in Civitanova Marche, on 11/03/1958, Fiscal Code MCLMLE58C11C770U, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereo
March 23rd 2018
Emilio Macellari was born in Civitanova Marche (MC) on March 11th 1958.
An accountant, he manages his own chartered accounting office in Civitanova Marche (MC), providing consultancy to small and medium-sized enterprises. In addition, he has degrees in Legal and Political Sciences; in the course of his professional activities he has acquired financial, corporate and fiscal skills. He has assisted important fashion groups, including extraordinary operations (Mergers & Acquisition).
Alongside his professional activities, he has co-operated with the Università degli Studi di Ancona and with the Università degli Studi di Macerata in educational activities.
He is a member of Board of Directors of many Italian and foreign companies.
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned Cinzia Oglio, born in Vigevano on December 5th, 1970, Fiscal Code GLOCNZ70T45L872S, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
Civialyto
Born in Vigevano on December 5th, 1970
| Since 2001 | TOD'S Spa – INVESTOR RELATIONS MANAGER – Milan |
|---|---|
| 1999-2001 | BANCA COMMERCIALE ITALIANA – Milan Head Office Finance - Department - Office of Equity Capital Market - Senior Analyst |
| 1997 -1999 | BANCA COMMERCIALE ITALIANA – Milan Head Office Office of Equity Investments – Senior Analyst |
| 1994-1997 | Westdeutsche Landesbank (Europa) AG – Milan Branch Corporate Finance – Analyst |
| 1994 | UNIVERSITA' COMMERCIALE "L. Bocconi" – Milan Finance Department – Prof Bertoni – Assistant in Finance |
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned Pier Francesco Saviotti, born inAlessandria, on June 16th 1942, Fiscal Code SVTPFR42H16A182T, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
In witness whereof,
Born in Alessandria on 16th June 1942 He lives in Milan, Via Marco de Marchi, 5 Married, with 1 child Degree in Business Administration
His banking career started in 1962 with Banca Commerciale Italiana, where he has built a more than thirty-year-long experience base spanning multiple disciplines, with a major focus on branch network activities and the Credit sector, and has since progressed to reach the top management positions described above. He has also filled various offices in listed and unlisted companies.
23 Marzo 2018
Tod's S.p.A. Via Filippo Della Valle, 1 63811 Sant'Elpidio a Mare (FM)
Candidacy for the office of member of the Board of Directors of Tod's S.p.A.
I, the undersigned [Michele Scannavini .], born in [Ferrara .], on [21/04/1959 .], Fiscal Code [SCNMHL59D21D548O.], nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & $C. S.r.l.$
halfam In witness whereof,
2016 PRESIDENT OF ITALIAN TRADE AGENCY – ICE
I, the undersigned Emanuela Prandelli, born in Lecco, on 17/07/1970, Fiscal Code PRNMNL70L57E507E, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
March 23rd 2018
Emanuela Prandelli is LVMH Associate Professor of Fashion & Luxury Management within the Department of Management & Technology of Bocconi University. She is the representative of affiliates of CRIOS, Center for Research on Innovation, Organization, and Strategy at Bocconi University.
She holds a Ph.D. in Management from Bocconi University and served as a Research Assistant at St.Gallen University and at the Research Center on Technology, Innovation, and eCommerce of the Kellogg School of Management, Northwestern University. She has also been Visiting Professor at the same Kellogg School of Management and at WU Vienna University of Economics and Business.
She is the Director of the Master in Fashion, Design, & Experience (MAFED) of SDA Bocconi School of Management, where she is the Leader of the Knowledge Center in Fashion and Design and Senior Lecturer within the Marketing Department. She teaches fashion and luxury management, innovation management, digital strategy, and marketing management. She has been coordinating ad-hoc initiatives for several companies, such as Artsana and Johnson & Johnson, in the fast moving consumer goods industry; RCS Group and Mondadori, in the publishing industry; Enel in the energy industry; Esprinet, IBM, and Philips, in the consumer electronics; Microsoft, Tim, and Vodafone, in the Telco.
She is responsible for the Fashion & Luxury Topic of Bocconi Alumni Association.
In 2012 she won the "Innovation Excellence Award" in custom executive programs. In 2008 she was prized as the best teacher of the Marketing Department at SDA Bocconi in 2007.
She also teaches Marketing Management at the Executive Master in Marketing & Sales (EMMS), Marketing & CRM in Luxury and Digital & Interactive Marketing at the Master in Business Administration (MBA), and Marketing Management and Customer Relationship Management & Digital Strategy at the Master in Fashion, Design and Experience of SDA Bocconi.
Her research focus regards collaborative marketing and open innovation, digital business and social media marketing. She has a special interest in exploring these topics in the fashion and luxury industry and in the publishing industry. She permanently develops her research projects in collaboration with the Kellogg School of Management of Northwestern University and the User Innovation Group of the MIT, Boston.
She published several national and international books and articles in leading international journals, such as Journal of Marketing, Journal of Business Venturing, California Management Review, Organization Studies, Journal of Interactive Marketing, MIT Sloan Management Review, European Management Journal, Communications of the Association for Information Systems. She won the 2001 Accenture Award for the best paper published in California Management Review in 2000. She also was Runner-up for the Theo Scholler-Preis 2011, Munich Best Paper Award Innovation Management, and for the JIM's 2006 Award for the Best Paper published in the Journal of Interactive Marketing in 2005.
Her Ph.D. Disseration was prized by Booz Allen & Hamilton and financed by the Marketing Science Institute of Cambridge. She also got the award for distinctive academic research from Bocconi University for the results achieved during the periods 2001-2003, 2005-2007, and 2013-2014.
I, the undersigned Maria Capparelli], born in Napoli, on 11/06/1974 Fiscal Code cppmra74h51f839e, nominated for the office of member of Board of Directors of Tod's S.p.A. by the Shareholder DI.VI. Finanziaria di Diego Della Valle & C. S.r.l.
In witness whereof,
March 26rd 2018
Marilù Capparelli PhD, Attorney at Law Director - Legal at Google
Email: [email protected] Nationality: Italian
Marilù Capparelli is one of the managing directors of Google Legal Department in the EMEA area and she leads a team of lawyers located in different countries. Marilu is an Italian qualified lawyer with experience within major international law firms, at the Court of Justice of the European Union and inhouse. Before joining Google, she was Head of Legal and Government Affairs at eBay Inc., Skype and Paypal. She graduated and has a PHD at the University of Bologna where she used to be visiting lecturer in the Civil Law Department and she also specialized in EU law working at Court of Justice of the European Union and studying at the College of Europe. She has a lecture and executive committee member role at the Bocconi LLM program Law of Internet Technology, at the SDA Bocconi Executive Program on Digital Economy and Law and tax implications of new business models and at LUISS Executive program in European Data Protection Law. She is the author of several legal articles and she frequently gives speeches at legal and policy conferences. She has recently been selected amongst Italian leader in her sector by Harvard Law School to give a speech to the faculty on legal and policy challenges in the Digital Era. She is fluent in Italian, Spanish, French and English and she has basic knowledge of German. She has obtained several honors and international awards. She has been recently listed amongst the 30 most influential Italian women lawyers. In September 2016, she was appointed member of the Board of Director of RCS MediaGroup where she is currently a board independent director and she also covers the role of Lead Independent Director.
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