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Trevi Fin Industriale

Proxy Solicitation & Information Statement May 8, 2017

4302_agm-r_2017-05-08_cbeef053-ef02-4ca7-8bc0-bd670cdc41cb.pdf

Proxy Solicitation & Information Statement

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TREVI – Finanziaria Industriale S.p.A Registered Office: Via Larga, 20, Cesena (FC), Share Capital: Euro 82,391,632.50 fully paid up Tax code, VAT no. and Forlì – Cesena Business Register no. 01547370401 Forlì – Cesena Chamber of Commerce no. 201,271 website: www.trevifin.com

ORDINARY MEETING OF SHAREHOLDERS

PROXY FOR FOR PARTICIPATION IN THE SHAREHOLDERS' MEETING

1
The undersigned
*Surname or Company name____ *Name ___
*Born in
_______
Province __ on __
*Tax code
_________
*Residential address or registered office__________
*
Surname or Company name
____ *Name ___
*
Born in
___ Province __ on_____
*Tax code
_________
* Residential address or registered office_________
Shareholder(s) of
TREVI -
Finanziaria Industriale S.p.A. (hereinafter also the
"Shareholder")
Appoints/appoint ______________
Surname and Name or Company name
With the authority to be substituted by _______
Surname and Name or Company name
To represent him/her/them/it in respect of all the shares giving him/her/them/it voting rights in the
Ordinary Meeting of Shareholders of TREVI - Finanziaria Industriale S.p.A. (hereinafter also the
"Meeting") convened in Cesena (FC), at the Registered Office on:
• 15
May
2017, at
11.00
in first convocation; and if necessary on
• 16 May
2017, at the same time and place,
in second convocation;
with the following Agenda:
1. Presentation of the Financial Statements for the year to 31 December 2016, the Consolidated
Financial Statements for the year to 31 December 2016, the Board of Directors' Report on

1 Full name of the shareholder as it appears on the copy of the communication of participation in the Shareholders' Meeting pursuant to Article 17 of the Articles of Association and Article 83 sexies of Legislative Decree no. 58/1998

Operations, the Report of the Statutory Auditors and the Independent Auditors' report. Approval of the Financial Statements for the year to 31 December 2016. Coverage of the loss for the financial year. All resolutions pertaining thereto and resulting therefrom.

  1. Determination of the number of members of the Board of Directors.

  2. Appointment of additional members of the Board of Directors and determination of the period of the mandate granted to them.

  3. Determination of remuneration of the Board of Directors.

  4. Conferral of the nine year mandate 2017 - 2025 for the independent audit of the Financial Statements: appointment of the independent auditors; determination of the independent auditor's fees. All resolutions pertaining thereto and resulting therefrom.

  5. Approval of a remuneration plan for 2017-2018-2019 based on the free allocation of ordinary shares (stock grant) in accordance with Article 114 bis of Legislative Decree no. 58 of 24 February 1998. All resolutions pertaining thereto and resulting therefrom.

  6. Report on Remuneration pursuant to Article 123 – ter of Legislative Decree no. 58 of 24 February 1998 n. 58; Section 1. All resolutions pertaining thereto and resulting therefrom.

In accordance with Article 84 of Consob Regulation no. 11971/99 and subsequent amendments please note:

  • The share capital of TREVI Finanziaria Industriale S.p.A. is Euro 82,391,632.50 fully paid up and is composed of no. 164,783,265 ordinary shares each of nominal value Euro 0.50;
  • Each ordinary share is entitled to a vote in Shareholders' Meetings.
  • At today's date the Company holds no. 204,000 treasury shares representing 0.124% of the share capital.

The undersigned (surname and name of the signatory only if different to that of the shareholder) ________________________ __ signs the present proxy form in his/her/our capacity as (tick

appropriate box) secured creditor borrower usufructuary custodian manager legal representative or power of attorney

Identity document (type) ___
_
released by
__
__
no.
____
Date Signature(s)
____
____
____
____

INSTRUCTIONS FOR COMPLETION OF THE PROXY FORM

The shareholder of TREVI – Finanziaria Industriale S.p.A. (hereinafter also the "Company") may appoint any person of his/her/its/their choosing as a proxy to attend the Meeting and vote.

  1. The proxy request must be in written form, must be dated and signed and the name of the delegated proxy must be inserted by the Shareholder and not by a third party, except where the Shareholder is authorised to insert the name of a substitute;

  2. The power of representation may be conferred only for individual meetings, effective also for consecutive convocations, except where it relates to:

  3. a. full power of attorney; or

  4. b. power of attorney conferred by a company, association, foundation or other collective entity or institution (hereinafter also the "Entity") on one of its own employees;

  5. in the cases referred to in points 2a. and 2b. and when the Shareholder is an Entity, a copy of the documentation attributing powers of representation must be appended to the proxy form to be filed in the Company's records;

  6. the proxy may not in turn sub-delegate nor be substituted, unless the Shareholder has expressly conferred this power and also mentions the name of the substitute;

  7. if power of representation is conferred on an Entity, it may delegate proxy powers only to one of its own employees or associates;

  8. proxy powers may also be conferred on a person who is not a Shareholder of TREVI - Finanziaria Industriale S.p.A.;

  9. powers of representation may not be conferred on Directors, Statutory Auditors or employees of the Company or on its subsidiaries and nor may it be conferred on the directors, statutory auditors or employees of the latter; in addition, powers of representation may not be conferred on the independent audit company, nor on its partners, directors, statutory auditors or employees of the same, nor, finally on the financial securities depository management company;

  10. the holder of the proxy mandate may not represent more than 200 Shareholders (unless as part of an ongoing solicitation or aggregation of proxies);

  11. in the case of joint ownership of shares the proxy must always bear the the signatures of all the joint holders even if the acting party is him/her/itself a joint owner.

  12. in the case of a proxy conferred in the absence of specific voting instructions by the delegator to the proxy the parties may refer to the applicable regulation regarding relevant shareholdings in listed Issuers pursuant to Article 118, paragraph 1, point c) of CONSOB Regulation no. 11971/99.

For any further clarification or information on the procedures for participation in the Shareholders' Meeting of TREVI - Finanziaria Industriale S.p.A., please refer to "Investor Relations – Notices to Shareholders" section of the website www.trevifin.com, or contact the Investor Relations Department (tel.+39 0547 319411 and/or e-mail [email protected]).

INFORMATION ON THE TREATMENT OF PERSONAL DATA

We recognise that, pursuant to Article 13 of Legislative Decree 196/2003, the data contained in the proxy form will be used by the Company – the data controller – to manage the activities of the Shareholders' Meeting, in accordance with the applicable regulations regarding the protection of personal data. The same may be accessed by our associates who are specifically authorised to deal with it, as Managers or as Appointees, to pursue the aforementioned objectives: these data may be distributed or communicated to specific persons to fulfil a legal or regulatory requirement or EU Directive, or as required by regulations issued by legally entitled Authorities or by control or supervisory bodies; without the data indicated as mandatory it will not be possible to allow the proxy to participate in the Shareholders' Meeting.

The interested party has the right to know, at any time, what data relating to him/her/it/them is held by the Company, the origin of the said data and how it will be utilised; the interested party also has the right to have the data updated, amended, added to or cancelled, ask for it to be blocked and oppose use of the data by referring directly to the Data Controller of TREVI - Finanziaria Industriale S.p.A pursuant to Article 7 of Legislative Decree 196/2003.

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