Notice of call of Ordinary Shareholders' Meeting
Shareholders are called to the Ordinary Shareholders' Meeting of SEIF S.p.A. held, in first call, on 29 April 2020, at 4.00 p.m., at Via Agnello 12, Milan, and, if necessary, on 12 May 2020, in second call, same time and place, to resolve on the following
1. Approval of the Financial Statements at 31 December 2018. Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. Related and consequent resolutions.
2. Distribution of the result for the year. Related and consequent resolutions.
It should be noted that the date, place and/or way in which the Shareholders' Meeting is held, as indicated in the notice of call, remain subject to the regulations in force or measures issued by the competent Authorities due to the epidemiological emergency “COVID-19”.
Any changes will be promptly notified in the same way as the publication of the Notice and/or through the information channels provided for by the regulations in force from time to time.
Considering the emergency from “COVID-19” in progress, in compliance with Decree Law no. 18 of 17 March 2020 (“Decree”), the Company has established that attendance at the Shareholders' Meeting shall take place exclusively through the a Designated Representative, pursuant to art. 135-undecies of Legislative Decree no. 58 of 24 February 1998 (“TUF”).
The Designated Representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of the TUF, as an exception to Article 135-undecies, paragraph 4, of the same decree, in order to allow the widest possible use of this remote voting tool for all shareholders, in compliance with the fundamental principles of protecting the health of shareholders, employees, representatives and consultants of the Company.
Information on the share capital
The subscribed and paid-up share capital amounts to Euro 2,500,000 represented by 25,000,000 ordinary shares with no par value. Each ordinary share gives the right to one vote. At today's date the Company holds no. 2,365,893 treasury shares.
Attendance at the Shareholders' Meeting
Pursuant to Article 83-sexies TUF, those in favour of whom the Company has received a specific communication from an authorised intermediary on the basis of the accounting records relating to the end of the 7th (seventh) trading day prior to the date of the Shareholders' Meeting (20 April 2020 - record date) are entitled to attend the Shareholders' Meeting and exercise their voting rights - exclusively through the Designated Representative. Entries made in the accounts after that date are not relevant for the purposes of entitlement to vote at the Shareholders' Meeting.
Pursuant to Article 83-sexies, paragraph 4, TUF, notifications from intermediaries must reach the Company by the end of the 3rd (third) trading day prior to the date set for the Shareholders' Meeting, i.e. by 24 April 2020. This is without prejudice to the right to participate and vote if the notifications are received by the Company after the aforementioned deadline, provided that they are received by the start of the meeting on the single call.
Pursuant to art. 106, paragraph 2, of the Decree, the participation at the Shareholders' Meeting of the persons entitled to attend (the Chairman, the Chief Executive Director, Directors, the Chairman of the Board of Statutory Auditors, the other members of the Corporate Bodies, the Secretary in charge, the Designated Representative, the Independent Auditors and/or employees and/or collaborators authorised by the Chairman), in consideration of the limitations that may arise for the above mentioned health needs, may also (or exclusively) take place by means of telecommunications that allow their identification, qsa it will be communicated, in compliance with the regulatory provisions applicable for this eventuality.
Voting proxies and Designated Representative of the Company
As provided for by art. 106 of the Decree, those entitled to attend the Shareholders' Meeting may be represented by a Designated Representative by means of a proxy and/or written sub-delegation in accordance with current legal provisions.
For the Shareholders' Meeting referred to in this Notice of Call, SEIF S.p.A. has identified as Designated Representative, pursuant to art. 135-undecies of the TUF, Studio Legale Trevisan & Associati, with registered office in Viale Majno n. 45, 20122 - Milan.
Proxy may be granted to the Designated Representative, without charge to the delegating party, (except for any shipping costs), with voting instructions on all or some of the proposals on the Agenda.
The proxy to the Designates Representative must be granted by signing the specific proxy form available, with the relevant instructions for filling in and sending it, on the Company's website at www.seif-spa.it, Investor Relations section.
The proxy, with voting instructions, must be received, in original, together with a copy of a currently valid identity document of the granting Shareholder or, if the granting Shareholder is a legal person, of the pro tempore legal representative or other person with suitable powers, together with appropriate documentation to certify its qualification and powers, by the end of the second trading day prior to the date of the Shareholders' Meeting (i.e., no later than 11:59 p.m.) of 27 April 2020, if the Shareholders' Meeting is held on first call, or, if the Shareholders' Meeting is held on second call, no later than 11:59 p.m. on 8 May 2020), by courier or registered letter with return receipt at: Studio Legale Trevisan & Associati, Corso Monforte n. 36, 20122 - Milan, (Ref. "Delega Assemblea SEIF 2020"), or by certified e-mail to: email@example.com. The sending of the proxy, signed with a qualified electronic signature or digital signature in accordance with current legislation, to the aforementioned certified e-mail address satisfies the requirement of written form.
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 (i.e., by and no later than 11:59 p.m. on 27 April 2020, if the Shareholders' Meeting is held on first call, or, if the Shareholders' Meeting is held on second call, by and no later than 11:59 p.m. on 8 May 2020) and in the same manner provided for the conferment.
It should be noted that the shares for which the proxy has been conferred, even partially, are calculated for the purposes of the regular constitution of the Shareholders' Meeting. The proxy has no effect with regard to proposals for which voting instructions have not been given.
As provided for by the Care Italy Decree, as an exception to art. 135-undecies, paragraph 4 of the TUF, those who do not wish to avail themselves of the intervention method provided for by art. 135-undecies of the TUF, may, alternatively, intervene by granting the same Designated Representative a proxy or sub-delegation pursuant to art. 135-novies of the TUF (applicable pursuant to the provisions of Article 106, paragraphs 4 and 5, of the Care Italy Decree), containing voting instructions on all or some of the proposals on the Agenda, by using the proxy/sub-delegation form, available on the Company's website at www.seif-spa.it, Investor Relations section.
Proxies and sub-delegations, with the relevant written voting instructions, must be received by no later than 12.00 noon on 28 April 2020, if the Shareholders' Meeting is held on first call, or on 11 May 2020, if the Shareholders' Meeting is held on second call, (it being understood that the Appointed Representative may accept proxies and/or sub-delegations and/or voting instructions even after the aforementioned deadline, provided that they are received before the start of the Shareholders' Meeting):
(i) to Studio Legale Trevisan & Associati, by post, at the address: Corso Monforte n. 36, 20122 Milan - Italy, or by certified e-mail, at the address: firstname.lastname@example.org or by e-mail, at the address: email@example.com, or alternatively,
(ii) to the Company, by certified electronic mail, at the address: firstname.lastname@example.org .
In addition, for any clarifications regarding 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), it is possible to contact, in addition to the Designated Representative, at the addresses indicated above and/or toll-free number 800 134 679.
Integration of the Agenda
Pursuant to Article 16 of the Articles of Association, Shareholders representing at least 10% of the share capital with voting rights at Ordinary Shareholders' Meetings may request, within 5 days of publication of the notice of call of the shareholders' meeting, the integration of the items on the agenda, indicating in the request the additional items proposed. The supplementary notice of the Agenda will be published in at least one of the newspapers indicated in the Articles of Association, no later than the seventh day prior to the date of the Shareholders' Meeting on first call.
Requests for additions to the Agenda must be accompanied by an explanatory report which must be filed at the Company's registered office, to be handed over to the administrative body by the deadline for submission of the request for additions. Additions to the list of items to be dealt with are not permitted for items on which the shareholders' meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a project or report prepared by them. Additions to the list of items to be discussed are not permitted for items on which the shareholders' meeting resolves, pursuant to law, on a proposal from the directors or on the basis of a project or report prepared by them.
Right to ask questions
Pursuant to art. 16 of the Articles of Association and current legal provisions, Shareholders may ask questions on the items on the Agenda even before the Shareholders' Meeting, by sending an electronic registered letter to email@example.com. Questions received before the Shareholders' Meeting shall be answered at the latest during the meeting, with the right of the Company to provide a single answer to questions having the same content. The questions must be accompanied by the appropriate certification issued by the intermediaries with which the shares owned by the shareholder are deposited or, alternatively, by the same communication required for participation in the meeting.
Further information about the rights and the above can be found on the Company's website www.seif-spa.it.
The documentation relating to the items on the Agenda is deposited at the registered office and Borsa Italiana S.p.A. and on the Company's website (www.seif-spa.it) in accordance with the law. Shareholders are entitled to obtain copies.
In compliance with COVID-19 (CoronaVirus) health emergency restraint measures issued by the competent Authorities, it is requested to avoid access to the Company's headquarters for the acquisition of the above mentioned documents until such measures are no longer in force.
Rome, April 14, 2020,
Chairman of the Board of Directors