SAFILO GROUP S.P.A.
ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING
HELD ON APRIL 24, 2024
SUMMARY REPORT OF THE VOTES
(ex Article 125-quater Legislative Decree 24.2.1998 no. 58 T.U.F.)
SAFILO GROUP S.p.A. informs that at the ordinary and extraordinary Shareholders' Meeting held on April 24, 2024 the following proposals of resolution have been voted with the results indicated herein after:
ORDINARY SESSION
1. Financial statements as at December 31, 2023:
- Approval of the Separate Financial statements
- Allocation of the results for the year
1.1 Approval of the Separate Financial statements
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 339,446,502 | 99.85843 | 82.03795 |
Votes against | 0 | 0.00000 | 0.00000 |
Abstained votes | 481,223 | 0.14157 | 0.11630 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal has been approved.
1.2 Allocation of the results for the year
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 339,557,044 | 99.89095 | 82.06467 |
Votes against | 0 | 0.00000 | 0.00000 |
Abstained votes | 370,681 | 0.10905 | 0.08959 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal has been approved.
2. Report on the remuneration policy and on the remuneration paid:
- Approval of Section I of the report
- Non-bindingvote on Section II of the report
2.1 Approval of Section I of the report
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 269,018,475 | 79.13990 | 65.01680 |
Votes against | 70,538,569 | 20.75105 | 17.04787 |
Abstained votes | 370,681 | 0.10905 | 0.08959 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal has been approved.
2.2 Non-binding vote on Section II of the report
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 278,064,989 | 81.80121 | 67.20317 |
Votes against | 61,492,055 | 18.08974 | 14.86149 |
Abstained votes | 370,681 | 0.10905 | 0.08959 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal has been favourably resolved upon.
3. Appointment of the Board of Directors for the 2024-2026 term
- Determination of the number of members of the Board of Directors
- Appointment of directors
- Determination of the annual remuneration of the Board of Directors
3.1 Determination of the number of members of the Board of Directors
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 266,696,584 | 78.45685 | 64.45564 |
Votes against | 10,843,372 | 3.18991 | 2.62064 |
Abstained votes | 62,387,769 | 18.35325 | 15.07797 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal* has been approved.
- The administrative body has not presented any proposal. The shareholders Multibrands Italy B.V. and BDL Capital Management, within the lists presented (List no.1 and List No.2 respectively), have formulated the same proposal to determine the number of members of the Board of Directors as 10
3.2 Appointment of directors
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital.
The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
List No. 1* | 210,416,420 | 61.90034 | 50.85376 |
List No. 2** | 118,968,731 | 34.99824 | 28.75255 |
Votes against | 0 | 0.00000 | 0.00000 |
Abstained votes | 700,339 | 0.20603 | 0.16926 |
Not voting | 9,842,235 | 2.89539 | 2.37869 |
Total | 339,927,725 | 100.00000 | 82.15425 |
- Majority List presented by the shareholder Multibrands Italy B.V..
- Minority List presented by the shareholder BDL Capital Management (through the funds BDL Rempart, BDL Convictions e RCO LUX BDL European Equity Alpha).
List of the candidates appointed as members of the Board of Directors:
Name | Office | List |
Eugenio Razelli | Chairman | List No. 1 |
Angelo Trocchia | Director | List No. 1 |
Melchert F. Groot | Director | List No. 1 |
Cinzia Morelli-Verhoog | Director | List No. 1 |
Ines Mazzilli | Director | List No. 1 |
Gerben van de Rozenberg | Director | List No. 1 |
Robert Polet | Director | List No. 1 |
Katia Buja | Director | List No. 1 |
Irene Boni | Director | List No. 1 |
Matthieu Brisset | Director | List No. 2 |
3.3 Determination of the annual remuneration of the Board of Directors
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 339,555,264 | 99.89043 | 82.06424 |
Votes against | 1,780 | 0.00052 | 0.00043 |
Abstained votes | 370,681 | 0.10905 | 0.08959 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal*** has been approved.
***The shareholders Multibrands Italy B.V. and BDL Capital Management, within the lists presented (List No.1 and List No. 2 respectively), have formulated the same proposal, supplementary to that presented by the Board of Directors, regarding the determination of the remuneration due to each member of the Board of Directors.
EXTRAORDINARY SESSION
1. Proposal to amend Articles 8, 10, 17 and 27 of the Articles of Association, relating to the procedures for participation and representation at the Shareholders' Meeting, as well as the procedures for convening and holding the meetings of the Board of Directors and the meetings of the Board of Statutory Auditors
Total shares present at the moment of the resolution no. 339,927,725, equal to 82.15425% of the share capital. The result of the vote was the following:
Number of Shares | % of the Voting Capital | % of the Share Capital | |
Votes in favour | 281,343,693 | 82.76574 | 67.99557 |
Votes against | 58,213,351 | 17.12521 | 14.06909 |
Abstained votes | 370,681 | 0.10905 | 0.08959 |
Not voting | 0 | 0.00000 | 0.00000 |
Total | 339,927,725 | 100.00000 | 82.15425 |
The proposal has been approved.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Safilo Group S.p.A. published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 12:37:29 UTC.