CENTRALE DEL LATTE D'ITALIA S.P.A. FORM FOR THE DELEGATION OF PROXY POWERS TO THE DESIGNATED
REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF THE CONSOLIDATED LAW
ON FINANCE
STUDIO SEGRE S.r.l., with registered office in Via Valeggio 41, Turin (Italy), as Designated Representative pursuant to art. 135-undecies of Italian Legislative Decree 58/98 (TUF) by the company CENTRALE DEL LATTE D'ITALIA S.p.A., is collecting proxies relating to the shareholders' meeting convened on 27 April 2023 at 10 am on first call at the headquarters of NEWLAT GROUP S.A., and on 4 May 2023, same time and place on second call, in the manner and within the terms set out in the notice of call published on the Company's website, and in abstract in the newspaper ITALIA OGGI on 18 March 2023 with the following
AGENDA
- Report on operations and financial statements as at 31 December 2022, report of the Board of Statutory Auditors. Related resolutions.
- Allocation of the profit for the year. Related resolutions.
- Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF):
- Binding vote on Section I.
- Advisory vote on Section II.
- Appointment of the Board of Directors for the financial years 2023-2025 and determination of the remuneration:
- Determination of the number of members of the Board of Directors.
- Determination of the term of office of the Board of Directors.
- Appointment of the members of the Board of Directors.
- Appointment of the Chair of the Board of Directors.
- Determination of remuneration.
The proxy and voting instructions may be revoked by midnight on 25 April 2023, the second trading day prior to the date set for the shareholders' meeting at first call, or by midnight on 2 May 2023, in relation to the second call, in the same manner as they were conferred.
The delegation of the proxy and voting instructions by signing this form does not entail any expense
for the proxy holder.
In the event of unknown circumstances or in the event of changes or additions to the proposals submitted to the shareholders' meeting, STUDIO SEGRE S.r.l., as Designated Representative, while not having any interest whatsoever with respect to the aforementioned proposals, as a precautionary measure shall not cast a vote that differs from what is indicated in the instructions since, in consideration of the existing contractual relationships, concerning in particular the keeping of the shareholders' register and technical assistance at the meeting and the related ancillary services, it could be considered under one of the conditions indicated in art. 135-decies, paragraph 2, letter f) of the TUF.
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FORM FOR THE DELEGATION OF PROXY POWERS TO THE DESIGNATED
REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF THE CONSOLIDATED LAW
ON FINANCE
PROXY DELEGATION FORM
Section to be submitted to the Company through the Designated Representative - complete with the requi red
information
The undersigned ………….……….. ( | personal info/name of the entity entitled | to vote), born in | |
………….…., on ………...., resident/based in the city of | …………..……., street address ………………...., | ||
tax code ………………..., email address ( | optional) ………………..………., communication no. ( | reference |
of the communication provided by the intermediary - data to be provided at the discretion of the delegator)
………………., any identification codes (data to be provided at the discretion of the delegator)………………,
DELEGATES
the Designated Representative to attend and vote at the meeting specified above as per the instructions
provided to it with regard to no. ………………. shares re | gistered in securities account no. …………….…, |
with (intermediary custodian) ………………….., ABI………………, CAB …………………….. |
Declares to be aware of the possibility that the proxy to the Designated Representative may contain voting instructions only for some of the proposed resolutions on the agenda, and that in this case the vote will be exercised only for proposals in relation to which voting instructions are given.
The undersigned (name and surname of the signatory other than the holder of the shares) .........................
signs this proxy as:
- Secured creditor
- Beneficial owner
- Usufructuary
- Custodian
- Manager
- Legal representative or proxy with power to sub-delegate
Date …………………………….. | Signature ………………………………… |
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FORM FOR THE DELEGATION OF PROXY POWERS TO THE DESIGNATED
REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF THE CONSOLIDATED LAW
ON FINANCE
VOTING INSTRUCTIONS
Section containing information intended only for the Designated Representative - Tick the appropriate boxes
The undersigned .................................................................... (company name/personal info) delegates the
Designated Representative to vote according to the following voting instructions at the shareholders' meeting convened on 27 April/4 May 2023 by the company CENTRALE DEL LATTE D'ITALIA S.p.A.
- Resolutions put to the vote (*)
1. Report on operations and financial statements as at 31 December 2022, report of the Board of Statutory Auditors. Related resolutions.
□ FOR □ AGAINST □ ABSTAINED □ NOT PARTICIPATING IN THE VOTE Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
2. Allocation of the profit for the year. Related resolutions.
□ FOR □ AGAINST □ ABSTAINED □ NOT PARTICIPATING IN THE VOTE Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
3. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF):
a. Binding vote on Section I.
□ FOR | □ AGAINST | □ ABSTAINED □ NOT PARTICIPATING IN THE VOTE |
Statement justifying the vote against or abstention, if any ……………………………………………. | ||
……………….…………………………………………………………………………………………. | ||
b. Advisory vote on Section II | ||
□ FOR | □ AGAINST | □ ABSTAINED □ NOT PARTICIPATING IN THE VOTE |
Statement justifying the vote against or abstention, if any ……………………………
……………….………………………………………………………………………………………….
4. Appointment of the Board of Directors for the financial years 2023-2025 and determination of the remuneration:
a. Determination of the number of members of the Board of Directors
- FOR the proposal of the Board of Directors
- FOR the proposal of the Majority shareholder
□ FOR the proposal of another Shareholder…………………………… | ……. | (specify the name) |
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FORM FOR THE DELEGATION OF PROXY POWERS TO THE DESIGNATED
REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF THE CONSOLIDATED LAW
ON FINANCE
- AGAINST
- ABSTAIN
- NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
b. Determination of the term of office of the Board of Directors
- FOR the proposal of the Board of Directors
- FOR the proposal of the Majority shareholder
□ FOR the proposal of another Shareholder ………………………… | ………. | (specify the name) |
- AGAINST
- ABSTAIN
- NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
c. Appointment of the Chair of the Board of Directors
□ FOR SLATE ………………. ………… ( | specify the shareholders who have submitted the slate, or where |
available the number of the chosen slate). |
- AGAINST
- ABSTAIN
- NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
d. Appointment of the Chair of the Board of Directors
- FOR the proposal of the Majority shareholder
□ FOR the proposal of another Shareholder ………………………… | ………. | (specify the name) |
- AGAINST
- ABSTAIN
- NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any ……………………………………………..
……………….………………………………………………………………………………………….
e. Determination of remuneration
- FOR the proposal of the Board of Directors
- FOR the proposal of the Majority shareholder
□ FOR the proposal of another Shareholder ………………………… | ………. | (specify the name) |
- AGAINST
- ABSTAIN
- NOT PARTICIPATING IN THE VOTE
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FORM FOR THE DELEGATION OF PROXY POWERS TO THE DESIGNATED
REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF THE CONSOLIDATED LAW
ON FINANCE
Statement justifying the vote against or abstention, if any ……………………………………………..
……………….………………………………………………………………………………………….
- In the event of circumstances unknown at the time of the issuance of the proxy,(1) I, the undersigned, with regard to the following resolutions
1. Report on operations and financial statements as at 31 December 2022, report of the Board of Statutory Auditors. Related resolutions.
- CONFIRM THE INSTRUCTIONS
- REVOKE THE INSTRUCTIONS (*)
-
CHANGE THE INSTRUCTIONS: □ FOR □ AGAINST □ ABSTAIN □ NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any ……………………………………………..
……………….………………………………………………………………………………………….
2. Allocation of the profit for the year. Related resolutions.
- CONFIRM THE INSTRUCTIONS
- REVOKE THE INSTRUCTIONS (*)
-
CHANGE THE INSTRUCTIONS: □ FOR □ AGAINST □ ABSTAIN □ NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
3. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter of Italian Legislative Decree no. 58 of 24 February 1998 (TUF):
a. Binding vote on Section I
- CONFIRM THE INSTRUCTIONS
- REVOKE THE INSTRUCTIONS (*)
-
CHANGE THE INSTRUCTIONS: □ FOR □ AGAINST □ ABSTAIN □ NOT PARTICIPATING IN THE VOTE
Statement justifying the vote against or abstention, if any …………………………………………….
……………….………………………………………………………………………………………….
b. Advisory vote on Section II
- CONFIRM THE INSTRUCTIONS
- REVOKE THE INSTRUCTIONS (*)
- CHANGE THE INSTRUCTIONS: □ FOR □ AGAINST □ ABSTAIN □ NOT PARTICIPATING IN THE VOTE
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Disclaimer
Centrale del Latte d'Italia S.p.A. published this content on 17 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 March 2023 09:29:08 UTC.
