Seri Industrial S.p.A.

Registered Office in San Potito Sannitico (CE)

Via Provinciale per Gioia snc, Centro Aziendale Quercete

Share capital Euro 106,456,682.03 fully paid

Rea CE 314821, Register of Companies of Caserta and tax code 01008580993

NOTICE OF ORDINARY SHAREHOLDERS' MEETING

Those entitled to attend and exercise their voting rights are convened in ordinary Meeting, in a single call, for May 4, 2023, at 10:30 a.m. at the registered office in San Potito Sannitico (CE), Via Provinciale per Gioia snc, Centro Aziendale Quercete, in order to discuss and resolve on the following

agenda:

  • 1. Financial statements as of December 31, 2022 and allocation of the annual net income. Presentation of the consolidated financial statements as of December 31, 2022. Reports of the Board of Directors, of the Board of Statutory Auditors and of the Independent Auditors;

  • 2. Report on the remuneration policy and compensations paid pursuant to art.123-ter of Legislative Decree no. 58/98:

    • 2.1 approval of Section One - Remuneration policy;

    • 2.2 non-binding resolution on Second Section - Compensations paid.

Share capital information

As of the date of publication of this notice, the fully subscribed and paid share capital is euro 106,456,682.03, consisting of no. 53,979,002 shares. The company holds no treasury shares.

Right to attend and exercise voting rights

Pursuant to art. 12 of the Bylaw and of art. 83-sexies of Legislative Decree of February 24, 1998, no. 58, persons in respect of whom the Company has received notification from the authorised intermediary, are entitled to attend and vote at the Meeting, which certifies, based on the evidence at the end of the accounting day of the seventh open market day prior the date of the single call Meeting, i.e. April 24, 2023 (Record Date). Those who become owners of the shares after that date will not be entitled to attend and vote at the Meeting.

Pursuant to art. 83-sexies, paragraph 4, of Legislative Decree of February 24, 1998, no. 58, the notice from the intermediary must be received by the Company by the end of the third open trading day preceding the date set for the Shareholders' Meeting, i.e. April 28, 2023. It remains, however, without prejudice to the entitlement to attend and to vote even if the notice is received by the Company after the above mentioned period, as long as it is received before the start of the meeting proceedings. It should be noted that, pursuant to Article 83-novies(c), the disclosure to the Company is made by the intermediary at the request of the person to whom the right is due.

Representation in the Meeting

Representation by proxy

Any person entitled to vote may be represented by a proxy in writing, in accordance with applicable law, using the proxy form available on the Company's website,www.seri-industrial.it, "Investor-Assemblee" section. The proxy may be notified to the Company by mail by sending a registered letter with return receipt addressed to Seri Industrial S.p.A., Via Provinciale per Gioia snc, 81016, in San Potito Sannitico (CE), at Centro Aziendale Quercete - Corporate Office - from Monday to Friday, 9:00 a.m. - 6:00 p.m., by fax to +39 0823 1442442 - or to the e-mail addressseriindustrialspa_@legalmail.it.

Any prior notification of a copy of the proxy does not exempt the delegate, when accrediting for access to the meeting proceedings, from the obligation to attest, under his or her own responsibility, the conformity of the notified copy to the original and the identity of the delegating party.

In accordance with current regulations, the proxy holder must retain the original of the proxy and keep a record of any voting instructions received for one year from the conclusion of the meeting.

Representation by proxy to the Designated Representative

As allowed by art. 12, last paragraph, of the Bylaw, there is no provision for the appointment of a person to whom proxies with voting instructions may be issued pursuant to art. 135-undecies of Legislative Decree of February 24, 1998, no. 58.

Vote by mail or electronically

No provision is made for the exercise of voting rights by mail or electronically in accordance with Article 14 of the Bylaw.

Addition of items to the agenda and submitting new draft resolutions

Pursuant to article 126-bis of Legislative Decree of February 24, 1998, no. 58 and to art. 11, paragraph 4 of the Bylaw, Shareholders representing, individually or jointly, at least 2.5 percent of the share capital may, within 10 days of the publication of this notice, request that the list of items on the agenda be extended, specifying the additional items they propose, or submit proposals for resolutions on items already on the agenda, together with evidence issued by an authorised intermediary certifying ownership of the minimum shareholding required by law. Notice of this addition is given in accordance with the law.

Applications must be submitted in writing and must be received at the Company by April 7, 2023 by registered letter with return receipt addressed to Seri Industrial S.p.A., Via Provinciale per Gioia snc, 81016, in San Potito Sannitico (CE), at Centro Aziendale Quercete - Corporate Office or to the e-mail addressseriindustrialspa_@legalmail.it.

Within the same time limit and in the same manner, the requesting members must submit a report to the Board of Directors setting out the reasons for the proposed resolutions on the new items they propose to deal with or the reasons for any additional proposed resolutions on items already on the agenda. Members may individually submit resolution proposals to the Meeting.

Additions to the agenda are not allowed 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 draft or report prepared by them, other than those indicated in Article 125-ter, paragraph 1, of Legislative Decree No. 58 of February 24, 1998.

Of additions to the agenda or the submission of further proposed resolutions on items already on the agenda, notice shall be given, in the same form as prescribed for the publication of this notice of meeting, at least fifteen days before the date set for the Meeting. At the same time as the publication of the notice of integration or presentation, the report prepared by the requesting Members, accompanied by any evaluations of the Board of Directors, will be made available to the public in the same form as the documents relating to the Shareholders' Meeting.

Right to ask questions before the Meeting

Pursuant to art. 127-ter, of Legislative Decree of February 24, 1998, no. 58, Shareholders may ask questions on the items on the agenda even before the Meeting by sending a registered letter with return receipt addressed to Seri Industrial S.p.A., Via Provinciale per Gioia snc,81016, in San Potito Sannitico (CE) at Centro Aziendale Quercete - Corporate Office - from Monday to Friday, at 9:00 a.m. - 6:00 p.m., by fax to +39 0823 1442442, or to the certified e-mail addressseriindustrialspa_@legalmail.it.Applications must be received by the Record Date, corresponding to the seventh open market day prior to the Meeting, i.e., by April 24, 2023.

An answer will be given only to those who are found to hold voting rights on the Record Date. The shareholder who asked the question shall request the authorized intermediary to produce specific notice to the Company attesting to the ownership of the shares, effective until the Record Date, i.e., April 24, 2023.

Questions received prior to the Shareholders' Meeting, within the above-mentioned period, will be answered no later than the second day prior to the Shareholders' Meeting, i.e., May 2, 2023, by means of publication in a special section of the website, also for the purpose of enabling those entitled to vote taking into account the feedback provided by the Company to said questions. The Society may provide a unified answer to questions having the same content.

No answer is due, even at the Meeting, to questions asked before the Meeting, when the information requested, is already available in "Question and Answer" format in the section of the Company's website(www.seri-industrial.it), "Investor/Assemblee" section, or when the answer has already been published within the above terms.

In case the answer is made available to each of the persons entitled to vote in hard copy at the beginning of the meeting, the answer shall be deemed to have been given at the meeting.

Documents

Pursuant to art. 125-ter of Legislative Decree of February 24, 1998, no. 58 and to art. 84-ter of the Issuers' Regulations no. 11971 of May 14, 1999, the Explanatory Report of the Board of Directors on the items on the agenda, with the text of the proposed resolutions and further documentation relating to the Shareholders' Meeting, as required by the applicable regulations, are made available to the public, within the period prescribed by the law, i.e., within the period for publication of the notice of the Shareholders' Meeting, at the Company's registered office in San Potito Sannitico, Via Provinciale per Gioia snc, Centro Aziendale Quercete and on Company's website(www.seri-industrial.it), as well as on the 1Info storage mechanism(www.1info.it).

The annual financial Report, including the draft annual and consolidated financial statements, the management Report and the other documents referred to in Article 154-bis, paragraph 5, of Legislative Decree No. 58 of 24 February 1998, the Reports of the Independent auditors on the annual and consolidated financial statements and the report of the Board of Statutory Auditors referred to in Article 153 of Legislative Decree No. 58 of 24 February 1998, together with the Report on corporate governance and ownership structure pursuant to Article 123-bis of Legislative Decree No. 58 of 24 February 1998 and the Report on remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree No. 58 of 24 February 1998, the consolidated non-financial statements (Sustainability Report) are made available to the public, in accordance with the law, at the Company's registered office in San Potito Sannitico, Via Provinciale per Gioia snc, Centro Aziendale Quercete, on Company's website(www.seri-industrial.it), as well as on the 1Info storage mechanism(www.1info.it)at least twenty-one days before the Assembly, that is, as of April 13, 2023.

Bylaw is available on the Company's website(www.seri-industrial.it), "Governance" section.

* * * *

Those entitled to attend the Meeting are requested to arrive well in advance of the meeting to facilitate the accreditation and registration process.

This notice of convocation is published on the Company's websitehttps://www.seri-industrial.it/index.php/assemblea-maggio-2023 on March 28, 2023, on the 1Info storage mechanism (www.1info.it) and in part on Domani newspaper on March 28, 2023.

San Potito Sannitico, March 28, 2023

The Chairman of the Board of Directors

Lawyer Roberto Maviglia

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Seri Industrial S.p.A. published this content on 29 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 March 2023 13:15:09 UTC.