Assemblée

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 22nd April 2013 at 5 pm on first call, or 23rd April 2013, same time same place, on second call, to discuss and resolve on the following agenda:
1. Financial Statements for the year ending 31st December 2012.
1.1 Approval of the Financial Statements for the year ending 31st December 2012;
reports by the Board of Directors, the Board of Auditors and the Auditing Firm.
1.2 Allocation of the operating result.

2. General Policies on Group Remuneration Consultation on the first section of the Remuneration Report pursuant to art. 123-ter(6) of Legislative Decree no. 58/1998.
3. Appointment of a director.
4. Revocation of the existing permit to buy and sell treasury shares and issuance of a new permit.

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 11 April 2013. Shareholders who become owners of shares after 11 April 2013 shall not be entitled to vote or participate in the shareholders' meeting.

PROXY

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:
gefran@legalmail.it. 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 by sending a registered letter with return receipt to the company head offices or to the electronic mail address gefran@legalmail.it. 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 A DIRECTOR

Pursuant to art. 13 of the Articles of Association, the rules on appointing board of directors’ lists do not apply to general meetings, such as this one, where current directors are to be replaced, in specific application of the provisions of the above article when it is not possible to replace a candidate on the list to which the outgoing director belonged. The general assembly will therefore pass resolutions in accordance with the majorities prescribed by law, without list voting.
The resume of Mr Daniele Piccolo, who was co-opted by the Board of Directors on 1st October 2012, is available in this section.