Recordati

Mar 10, 2023

03/10/2023 | 07:45am EST Message : Registered office: 1 Via Matteo Civitali, Milan - Fully paid up share capital: € 26,140,644.5 Tax identification number and Milan, Monza, Brianza, Lodi Company Registration No. 00748210150 - Company Subject to the Management and Co-ordination Activities of Rossini Luxembourg S.àr.l CALL TO AN ORDINARY GENERAL MEETING OF THE SHAREHOLDERS The shareholders of the Company are called to an Ordinary General Meeting of the shareholders to be held in a single call at 9.00 a.m. on 21st April 2023, in the manner specified below, to resolve on the following Agenda Board of Directors' Review of Operations; Report of the Board of Statutory Auditors; Financial Statements as at and for the financial year ended 31st December 2022; related and consequent resolutions: Financial Statements as at 31st December 2022; allocation of the profit for the 2022 financial year. Appointment of the Board of Statutory Auditors: appointment of the members of the Board of Statutory Auditors; appointment of the Chair of the Board of Statutory Auditors; determination of their remuneration. Report on the remuneration policy and the remuneration paid pursuant to article 123-ter, paragraphs 3-bis and 6, of Legislative Decree no. 58 of 24th February 1998: binding resolution on the first section regarding the remuneration policy; non-bindingresolution on the second section on the remuneration paid for 2022. Approval of the long-term incentive plan based on financial instruments named "2023-2025 Performance Shares Plan", upon withdrawal of the "2021-2023 Stock Option Plan" concerning the grant of stock options scheduled for 2023; related and consequent resolutions in accordance with article 114-bis of Legislative Decree no. 58 of 24th February 1998. Proposal to authorise the purchase and utilisation of treasury stock; related and consequent resolutions. Share capital and voting rights The fully subscribed and paid-up share capital of Recordati S.p.A. amounts to Euro 26,140,644.5 consisting of 209,125,156 ordinary shares with a nominal value of Euro 0.125 each. Each ordinary share gives the right to one vote in the Shareholders' Meeting. The shares are registered. As at 9th March 2023, the Company held no. 3,760,903 treasury shares, accounting for 1.79% of the share capital on which voting rights are suspended in accordance with article 2357- ter, paragraph 2, of the Italian Civil Code. Legitimate right to participate in the Shareholders' Meeting Legitimate authorisation to participate in Shareholders' Meetings and to exercise voting rights - exclusively through the Designated Representative - is certified by a communication to the Company, performed by the intermediary, in compliance with its accounting entries, certifying that the party is entitled to vote, on the basis of information relating to the end of the accounting day of the seventh trading day prior to the date set for the Shareholders' Meeting to be held in a single call and that is on 12th April 2023 (the record date). Debit and credit entries made in the accounts subsequent to that time limit have no effect for the purposes of the legitimate right to vote in the Shareholders' Meeting. The aforementioned communication from the intermediary must be received by the Company by the end of the third trading day prior to the date set for the Shareholders' Meeting in a single call (i.e., by 18th April 2023). Nevertheless, the legitimate right to participate and vote remains, should the communications be received by the Company later than the aforementioned time limit, provided they are received before the commencement of the proceedings of the Shareholders' Meeting. Representation in Shareholders' Meetings Pursuant to article 106, paragraph 4, of Italian Law Decree no. 18 of 17th March 2020 ("Decreto Cura Italia"), converted with amendments by Italian Law no. 27 of 24th April 2020 and subsequent amendments and integrations, the participation in the Shareholders' Meeting of those persons with the right to vote is allowed exclusively through the Designated Representative by the Company pursuant to article 135-undecies of Italian Legislative Decree no. 58 of 24 February 1998 ('TUF'), to whom a proxy must be granted, in the manner and in accordance with the terms indicated below. The proxy can be granted, at no expense for the delegating party (except for any shipping costs), to Monte Titoli S.p.A. ('Monte Titoli') with registered office in Milan, as the Designated Representative of the Company pursuant to art. 135-undecies of TUF. The proxy must contain voting instructions on all or some of the proposals on the agenda and it is effective only as regards those proposals for which voting instructions were given. The proxy must be granted by signing the specific proxy form available, with the relevant instructions for filling it in and transmitting it, on the Company's website ( https://www . recordati.it/en/investors/shareholders-_meetings/). The proxy with voting instructions must reach the Designated Representative referred to above, together with a copy of an identification document with current validity of the delegating party or, if the delegating party is a legal entity, of the pro tempore legal representative or other person empowered with suitable powers, together with adequate documentation to certify its role and powers, by the end of the second trading day preceding the date of the Shareholders' Meeting (i.e., by 19th April 2023), by one or other of the following two methods: (i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com(subject line "Proxy RECORDATI Shareholders' Meeting 2023") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature); transmission of the original, by courier or registered mail with return receipt, to the following address: RegisterServices dept. of Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milano (Ref. "Proxy RECORDATI Shareholders' Meeting 2023"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to RD@pec.euronext.com(subject line: "Proxy RECORDATI Shareholders' Meeting 2023"). The proxy and voting instructions may be withdrawn by the end of the second trading day preceding the date set for the Shareholders' Meeting (i.e., by 19th April 2023) in the manner indicated above. It is worth noting that the shares in respect of which a full or partial proxy was granted are considered for the purpose of calculating the quorum for a validly convened meeting; as regards those proposals in respect of which no voting instructions were given, the shares are not considered for calculating the majority and the share capital percentage required to approve the resolutions. It is also worth noting that, according to the above mentioned Decree, the Designated Representative may also be granted proxies or sub-proxiespursuant to article 135-noviesof TUF, by way of exception to article 135-undecies,paragraph 4, of such decree, by signing the specific ordinary proxy form available on the Company's website ( https://www.recordati . it/en/investors/shareholders-_meetings/). The aforementioned proxies/sub-proxies, together with the voting instructions, must be received, together with a copy of an identification document with current validity of the delegating party or, if the delegating party is a legal entity, of the pro tempore legal representative or other person empowered with suitable powers, together with adequate documentation to certify its role and powers, no later than 6.00 p.m. of the day prior to the date of the Shareholders' Meeting in a single call (and in any event no later than the beginning of the Meeting), by one or other of the following two methods: (i) transmission of an electronically reproduced copy (PDF) to the certified email address RD@pec.euronext.com(subject line "Proxy RECORDATI Shareholders' Meeting 2023") from one's own certified email address (or, failing that, from one's own ordinary email address, in which case the proxy with voting instructions must be signed with a qualified or digital electronic signature); transmission of the original, by courier or registered mail with return receipt, to the following address: RegisterServices dept. of Monte Titoli S.p.A., Piazza degli Affari n. 6, 20123 Milano (Ref. "Proxy RECORDATI Shareholders' Meeting 2023"), sending a copy reproduced electronically (PDF) in advance by ordinary e-mail to RD@pec.euronext.com(subject line: "Proxy RECORDATI Shareholders' Meeting 2023"). Within the same terms and with the same modalities, the proxy/sub-proxy and the voting instructions are revocable. For any additional clarification regarding the issue of proxies (and in particular regarding how to complete and send the proxy form and voting instructions), authorized to participate in the general meeting can contact Monte Titoli S.p.A. by email to the following address RegisterServices@euronext.comor by phone at (+39) 02.33635810 during open office hours from 9:00 a.m. to 5:00 p.m.. The Directors, Statutory Auditors, the Designated Representative as well as other persons entitled to participate at Shareholders' Meeting in accordance with the law, different from those with the right to vote, may participate in the meeting by telecommunication means that guarantee their identification, without the need for the chair and the secretary to be in the same place. The instructions to participate in the Shareholders' Meeting through telecommunication means will be disclosed by the Company to the aforementioned persons. Right to submit questions in accordance with article 127-ter of Italian Legislative Decree no. 58/1998 Those who hold the right to vote may ask questions on the items on the agenda before the Shareholders' Meeting by sending an email to the address recordati@pec.recordati.it; the questions must be received at least seven trading days before the date of the Shareholders' Meeting (i.e., not later than 12th April 2023). Answers to questions received are given on the Company's website ( https://www.recordati.it/en/investors/ shareholders-_meetings/), once it has been verified that they are relevant and that the asker has a legitimate right, at least three trading days prior to the date of the Shareholders' Meeting (i.e., not later than 18th April 2023), and the Company has the right to give a single answer to questions having the same content. Those who certify ownership of shares have the right to receive an answer. For this purpose, a certification issued by the custodian intermediary certifying the ownership of the shares by the asker must be produced, even subsequent to submission of the question provided that it is no later than the third day following the record date (i.e., 15th April 2023), with validity on that date and in any event with effect until 12th April 2023 (the record date), and according to the same procedures for the submission of said question. If a shareholder has asked their custodian intermediary to communicate legitimate authorisation to participate in Shareholders' Meeting, it is sufficient to provide references to that communication issued by the intermediary in the request. Right to make additions to the agenda and to submit proposals Shareholders who, either alone or jointly, represent at least one-fortieth of the share capital may ask for items to be added to the agenda of the matters to be dealt with, by making the request within at least 10 days of the publication of this notice and indicating the additional matters to be added to the agenda or they may submit proposals for resolutions on matters already on the agenda. The request for additions must be sent in writing by certified electronic email to the address recordati@pec.recordati.it. Additions are not permitted for matters on which the shareholders vote in accordance with the law on proposals submitted by the Directors or on the basis of a draft document or a report prepared by them, other than those indicated in article 125-ter, paragraph 1 of TUF. Certification of ownership of the shares by the shareholders making the request, and also of the percentage required, must result from a specific communication produced by the custodian intermediary, effective on the date of the request and sent to the same address recordati@pec.recordati.it. Additions to the agenda or the submission of further proposals on items already on the agenda to be resolved upon shall be published according to the same procedures used to publish the notice of call of the Shareholders' Meeting, at least fifteen days prior to the date set for the Shareholders' Meeting in first call. Shareholders who request additions to the agenda shall prepare a report on the matters they are proposing for discussion. The report shall be delivered to the Board of Directors within the time limit for the submission of requests for the addition of items. At the same time as the notice of additions is published, the report prepared by those shareholders requesting the additions, accompanied by any assessments that may be presented by the Board of Directors, shall be made available to the public according to the same procedures applying to documentation relating to the Shareholders' Meeting. Submission of individual resolution proposals Since participation in the Shareholders' Meeting and exercise of the voting right can be carried out exclusively through the Designated Representative of the Company, for purposes of this Shareholders' Meeting, in order to make it possible for the relevant parties to exercise the right referred to in the Art. 126-bis, paragraph 1, penultimate sentence of TUF - albeit with methods and terms compatible with the unchanged requirement that the individual resolution proposals can be made available to all of the persons entitled to participate in the Shareholders' Meeting and exercise the right to vote with enough time to provide voting instructions to the Designated Representative - the Shareholders are expected to individually submit to the Company resolution proposals on agenda items by 6:00 p.m. of Thursday 6th April 2023 so that the Company can proceed with their subsequent publication. Shareholders who submit proposals must certify their right to do so by sending the Company specific documentation issued in accordance with the applicable provisions by the intermediary who keeps the records for the account on which the ordinary shares are registered. The resolution proposals, and the aforementioned documentation relating to entitlement, must be submitted by sending to the certified e-mail account recordati@pec.recordati. itwith specific reference to ' GM Recordati 2023 - Individual resolution proposals'. The resolution proposals received by the Company within the deadlines and in the manner described above will be published on the Company's website no later than Thursday 6th April 2023, so that those having the right to vote can review them in order to grant the proxies and/or sub-proxies, with the relative voting instructions, to Designated Representative. For purposes of the above, the Company reserves the right to verify the relevance of the proposals with respect to the agenda items, their completeness and their compliance with applicable provisions, as well as the entitlement of the proposers. Appointment of the Board of Statutory Auditors With regard to the appointment of the Board of Statutory Auditors, this shall be performed on a slate basis, pursuant to art. 26 of the company by-laws and the applicable laws and regulations in force. Further information is made available to shareholders in the relative Directors' Report on this point which is also available on the Company website ( https://www.recordati.it/en/investors/ shareholders-_meetings/). It should be recalled in particular that only shareholders who, individually or together with other shareholders submitting slates, hold total shares representing at least 1% of the voting capital in the Ordinary Shareholders' Meeting have the right to submit slates. The slates, accompanied by the documentation required by the company by-laws and the applicable legislation and regulations, signed by those submitting them, must be deposited at the registered office of the Company or sent by email from a certified address to the address recordati@pec.recordati.it, at least 25 days prior to the date set for the Shareholders' Meeting (no later than Monday 27th March 2023 6:00 p.m. if delivered by hand), except for communications from qualified intermediaries, certifying the percentage of the total shares held on the date when the slate is deposited, which may be produced to the Company not later than 6:00 p.m. on Friday 31st March 2023 (which is the latest date set for the publication of slates by the Company). In the event of only one list or only lists presented by shareholders related to each other having been presented within the time limits just mentioned, the time limit for the presentation of lists shall be extended by three calendar days (i.e., not later than 6:00 p.m. on Thursday, 30th March 2023 for hand delivery). In such case, the minimum percentage for the presentation of lists shall be reduced by half (i.e. to 0.5%). Slates or individual candidates which do not comply with the aboverequirementsareconsideredasnothavingbeenpresented. Documentation The documentation on the items on the agenda required by the laws and regulations applicable shall be made available to the public at the registered office of the Company, on the corporate website and on the authorised storage service 1INFO (www.1info.it), in accordance with and within the time limits set by the regulations in force. In detail, the following documents shall be made available: (i) the financial report and the other documents pursuant to article 154-ter of TUF, at least 21 days between the publication of that documentation and the date of the Shareholders' Meeting; (ii) the Directors' Report on item 2 on the agenda at least 40 days prior the Shareholders' Meeting; (iii) the Directors' Reports on items 3 and 5 on the agenda at least 21 days prior the Shareholders' Meeting; and the Directors' Report on item 4 on the agenda at least 30 days prior the Shareholders' Meeting. On behalf of the Board of Directors The Chairman Andrea Recordati Milan, 10th March 2023