List no. 2
English translation as a courtesy copy
Brescia, 24 March 2023
Messers
Gefran S.p.A.
Via Statale Sebina, 74
25050 - Provaglio d'Iseo (BS)
To the courtesy attention of the Legal and Corporate Affairs Department
Via electronic certified e-mail:gefran@legalmail.it
Re.: Presentation of the list of candidates for the appointment of the Board of Directors of Gefran S.p.A. pursuant to Article 13 of the Article of Association and to Article 147-ter TUF
Dear Sirs,
the undersigned holders of ordinary shares of Gefran S.p.A. ("Gefran" or the "Company"), representing the share capital percentage indicated herein:
Shareholder | No. of ordinary shares | % share capital |
Luigi Franceschetti | 193,446 | 1.343% |
Maria Martinelli | 257,932 | 1.791% |
Elena Franceschetti | 193,446 | 1.343% |
Adriana Lilli Franceschetti | 146,512 | 1.017% |
Total | 791,336 | 5.495% |
whereas
- The ordinary shareholders' meeting of Gefran has been summoned, to be held on 21 April 2023 at 4:00 p.m., in a sole call, at the registered office in Via Sebina, n. 74, Provaglio d'Iseo (BS), to
resolve, inter alia, on the following item 8 on the agenda: "Appointment of the Board of Directors.
Appointment of the members of the Board of Directors";
having regard
- as required by the law, including regulations, in force, by the Articles of Association and in any case by the Corporate Governance Code, for the presentation of the list of candidates functional to the aforementioned appointment, including the discipline on the relationship between reference
shareholders and minority shareholders,
considered
- the indications contained, other than in the notice of call, in the Explanatory Report by the Board of Directors of Gefran on the items on the agenda of the Shareholders' Meeting and the resolution proposals on the items on the agenda;
lodge
- the following list of candidates for the role of Board of Directors Member of Gefran in the person and sequential order, both having the requirements provided for by the applicable regulations as per the declarations of the same attached below:
Candidate nr. 1 | Luigi Franceschetti | Born in Iseo (Bs) | |
on 8 February 1972 | |||
Candidate nr. 2 | Stefano Colpani | Born in Brescia | Independent under the Testo |
on 23 October 1960 | Unico delle Finanza and Codice di | ||
Corporate Governance |
The undersigned Shareholders
- declare the absence of relationships and/or significant relationships, also pursuant to Consob Communication No. DEM/9017893 dated 26 February 2009, with shareholders who, based upon the communications of significant shareholdings pursuant to Article 120 of Legislative Decree no. 58/1998 ("TUF") or the possible publication of shareholders' agreements pursuant to Article 122 TUF, available on today's date on Gefran website and/or Consob website, also jointly hold a controlling interest or relative majority, as provided for in Articles 147-ter, third paragraph TUF and 144-quinquies of the Issuers' Regulation approved by Consob resolution no. 11971/1999 ("Consob Issuers' Regulation") and, more generally, by the Article of Association and the regulations in force;
- declare that they undertake to provide, upon justified request of the Company, the appropriate documentation needed to confirm the veracity of the such data;
- Luigi Franceschetti to lodge, in their name, even severally from each other, this list of candidates for the appointment of the Board of Directors Members of Gefran, ether together with its relevant documentation, authorizing him, at the same time, to give notice of such filing with the competent authorities and the market management company, if and to the extent necessary.
*** ***
The list is accompanied by the following documentation:
- no. 4 certificates provided by an authorized financial intermediary attesting the ownership by the undersigned Shareholders of no. 791,336 ordinary shares of Gefran S.p.A.;
- the declaration by each candidate stating, under his own responsivity, the acceptance of the candidature and attesting the inexistence of any grounds of ineligibility or incompatibility in addition to the existence of the prescribed requirements for office;
- curricula vitae of each candidate including management and control positions held in other companies.
- copy of an identity document of each candidate.
If Gefran needs to contact the presenter of the list, please contact the following telephone number +39 3487096174 and the following e-mail address luigi@saccheriafranceschetti.com.
Yours sincerely.
Signature: f.to Luigi Franceschetti
Signature: f.to Maria Martinelli
Signature: f.to Elena Franceschetti
Signature: f.to Adriana Lilli Franceschetti