NOTICE OF ANNUAL GENERAL MEETING
An annual general meeting of shareholders will be held at GEFRAN S.P.A. in Via Statale Sebina, n.74, Provaglio d’Iseo (BS), Italy on 20th April 2017 at 5 pm on first call, or 21st April 2017, same time same place, on second call, to discuss and resolve on the following agenda:
1. Financial Statements for the year ending 31st December 2016.
1.1 Approval of the Financial Statements for the year ending 31st December 2016; reports by the Board of Directors, the Board of Auditors and the Auditing Firm.
1.2 Approval of the distribution of dividends.
2. Appointment of the members of the Board of Directors.
2.1. Determination of the number of the members of the Board of Directors;
2.2. Appointment of directors;
2.3. Determination of their term of office;
2.4. Determination of their annual fees.
3. Group’s General Remuneration Policy. Consultation on the first section of the Remuneration Report pursuant to subsection 6, art. 123-ter, of Legislative Decree no. 58/1998.
4. Revocation of the existing permit to buy and sell treasury shares and issuance of a new permit.
5. Supplementing of the Board of Statutory Auditors further to the resignation of a Standing Auditor.
In this section of the website the shareholders and stakeholders may find the call of meeting and all the documents related to the points of the agenda, which will be published according to the relevant deadlines by law.
RIGH TO PARTICIPATE AND VOTE
The share capital amounts to Euro 14,400,000.00, divided into 14,400,000 ordinary shares at a value of Euro 1.00 each. Each share bears the right to one vote. The company’s own shares are excluded from voting rights in accordance with the law, but they are included in the quorum.
The right to participate in the shareholders’ meeting and the right to vote is determined by notification sent to the company by the intermediary according to their accounting books, in favour of the party bearing voting rights, as at the seventh trading day prior to the date scheduled for the shareholders’ meeting (first call), which is 7 April 2017. Shareholders who become owners of shares after 7 April 2017 shall not be entitled to vote or participate in the shareholders' meeting.
Every shareholder holding the right to participate in the shareholders’ meeting can be represented by written proxy in accordance with the law. The proxy form is available at company head offices and on the company's website (www.gefran.com, shareholders’ meeting section). It should be sent to the company by registered letter, with return receipt, to via Statale Sebina 74, 25050 Provaglio d’Iseo (Bs), to the attention of the Legal Department, or to the following certified electronic mail address: email@example.com. Any advance proxy notice shall not render the representative exempt from the obligation to certify, when access to the shareholders' meeting is validated, that the copy conforms to the original as well as the identity of the party represented.
In accordance with the Articles of Association, the company did not designate a representative to receive proxies and voting instructions pursuant to art. 135-undecies, Legislative Decree no. 58/98.
RIGHT TO PROPOSE QUESTIONS
Under art. 127-ter of Legislative Decree no. 58/98, shareholders are entitled to propose questions related to the agenda up to three days prior to the Shareholders’ Meeting, that is within 17th April 2017, by sending a registered letter with return receipt to the company head offices or to the electronic mail address firstname.lastname@example.org. In order to exercise the right to vote the company should receive notification from the brokers holding the stock certificates for the shares owned by such shareholders. The company shall provide an answer to such questions during the Shareholders’ Meeting at the latest.
APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors shall be appointed in accordance with article 13 of the Articles of Association, which should be consulted on this topic. The abstract of article 13 is also included in the Report by the Board of Directors on the items of the Shareholders’ Meeting agenda, available in this section of the website.
The directors are appointed by the General Meeting on the basis of lists submitted by shareholders, which must list the candidates with progressive numbers.
Only shareholders which, alone or together with other shareholders, represent at least 2.5% of the share capital may submit lists, as set forth by CONSOB resolution no. 19856 of 25 January 2017. Each shareholder may not submit more than one list, even through third parties or through a trust company. Each candidate may be submitted on only one list, under penalty of ineligibility.
The candidate lists, signed by the shareholder or by the shareholders that submit them, must be submitted along with the required documentation to the Company's registered office to the attention of the Legal Dept. by the shareholders that submit them, by and not after 26 March 2017. In order to prove ownership of a number of shares necessary for submitting the lists, the shareholders must submit the dedicated certification proving the ownership of the number of shares represented by 30 March 2017.