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 24th April 2018 at 5 pm on first call, or 26th April 2018, same time same place, on second call, to discuss and resolve on the following agenda:
1. Financial Statements for the year ending 31st December 2017.
1.1 Approval of the Financial Statements for the year ending 31st December 2017; 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 Board of Statutory Auditors for the years 2018-2020.
2.1. Appointment of the members of the Board of Statutory Auditors;
2.2. Determination of the annual fees of the members of the Board of Statutory Auditors
3. Appointment of the Honorary President.
4. General Group Remuneration Policy. Consultation on the first section of the Report on Remuneration, pursuant to paragraph 6, Article 123 ter of Italian Legislative Decree No. 58/1998.
5. Revocation of the previous authorisation to buy and sell own shares and release of new authorisation.
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 13 April 2018. Shareholders who become owners of shares after 13 April 2018 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 21th April 2018, 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 BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors shall be appointed in accordance with article 23 of the Articles of Association, which should be consulted on this topic. The abstract of article 23 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 Statutory auditors 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. 20273 of 24th January 2018. 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. Persons holding the same appointment by five issuers cannot be appointed as a member of the Board of Auditors.
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 30th March 2018. 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 3rd April 2018.