Guala Closures S p A : Summary account of the votes on the items of the agenda285.56KB

GUALA CLOUSURES GROUP S.P.A.

Registered office: Via Rana 12, Spinetta Marengo, Alessandria 15122, Italy

Share Capital € 68,906,646 fully paid in

Taxpayer's Identification and Alessandria Company Register n.- V.A.T. Registration n.: IT10038620968

ORDINARY SHAREHOLDERS' MEETING HELD 30TH APRIL 2021

Summary account of the votes on the items of the agenda pursuant Article 125-quater, paragraph 2, of the

Legislative Decree 58/1998

Item 1 of the agenda

1. Financial statements as at 31 December 2020, Directors' Report on Operations by the Board of Statutory Auditors and Independent Auditors. Presentation of the Consolidated Financial Statements as at 31 December 2020 and of the Non-Financial Statement as at 31 December 2020, prepared pursuant to Legislative Decree no. 254 dated 30 December 2016

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	Votes for	65,399,072			99.274%
	Votes Against	0			0.000%
	Abstentions	478,457			0.726%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

Item 2 of the agenda

2. Resolutions relating to the allocation of the result for 2020 financial period

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

					Vote result
					No. Voting Rights				%
		Votes for	65,399,072			99.274%
		Votes Against	0			0.000%
		Abstentions	478,457			0.726%
		Non-voters	0			0.000%
		Total Voting Rights			65,877,529				100.000%
Guala Closures S.p.A.						www.gualaclosures.com

Sede Legale e stabilimento: Via Rana, 10/12 - Zona Industriale D 6 - 15122 Spinetta Marengo (AL) - Italy - Tel. [phone] - Fax [phone] Cap. Soc. Euro 68.906.646,00 - Registro Imprese - Codice Fiscale - Cod. EORI - Partita IVA IT10038620968

Stabilimento di Basaluzzo: Via Novi, 44 - 15060 Basaluzzo (AL) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Magenta: Strada per Cascina Peralza, 20 - 20013 Magenta (MI) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Termoli: Zona Industriale Pantano Basso - 86039 (CB) - Italy - Tel. [phone] - Fax [phone]

Item 3 of the agenda

3. Report on the remuneration policy and on the remuneration paid pursuant to art. 123-ter, paragraphs 3- bis and 6 of Legislative Decree no. 58 dated 24 February 1998

3.a Binding resolution on the first section regarding the remuneration policy prepared pursuant to art. 123- ter, paragraph 3, of Legislative Decree no. 58 dated 24 February 1998

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	Votes for	31,337,621			47.570%
	Votes Against	34,061,451			51.704%
	Abstentions	478,457			0.726%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

3.b Non-binding resolution on the second section on remuneration paid prepared pursuant to art. 123-ter, paragraph 4, of Legislative Decree no. 58 dated 24 February 1998

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	Votes for	31,337,621			47.570%
	Votes Against	567,511			0.861%
	Abstentions	33,972,397			51.569%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

Guala Closures S.p.A.

www.gualaclosures.com

Sede Legale e stabilimento: Via Rana, 10/12 - Zona Industriale D 6 - 15122 Spinetta Marengo (AL) - Italy - Tel. [phone] - Fax [phone] Cap. Soc. Euro 68.906.646,00 - Registro Imprese - Codice Fiscale - Cod. EORI - Partita IVA IT10038620968

Stabilimento di Basaluzzo: Via Novi, 44 - 15060 Basaluzzo (AL) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Magenta: Strada per Cascina Peralza, 20 - 20013 Magenta (MI) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Termoli: Zona Industriale Pantano Basso - 86039 (CB) - Italy - Tel. [phone] - Fax [phone]

Item 4 of the agenda

4. Appointment of the Board of Directors, related and consequent resolutions 4.a Determination of the number of members of the next Board of Directors

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	Votes for	65,494,072			99.418%
	Votes Against	0			0,000%
	Abstentions	383,457			0.582%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

4.b Determination of the term of office of the next Board of Directors

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	Votes for	65,494,072			99.418%
	Votes Against	0			0,000%
	Abstentions	383,457			0.582%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

Guala Closures S.p.A.

www.gualaclosures.com

Sede Legale e stabilimento: Via Rana, 10/12 - Zona Industriale D 6 - 15122 Spinetta Marengo (AL) - Italy - Tel. [phone] - Fax [phone] Cap. Soc. Euro 68.906.646,00 - Registro Imprese - Codice Fiscale - Cod. EORI - Partita IVA IT10038620968

Stabilimento di Basaluzzo: Via Novi, 44 - 15060 Basaluzzo (AL) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Magenta: Strada per Cascina Peralza, 20 - 20013 Magenta (MI) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Termoli: Zona Industriale Pantano Basso - 86039 (CB) - Italy - Tel. [phone] - Fax [phone]

4.c Appointment of the members of the next Board of Directors

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	List 1	39,015,148			59.224%
	List 2	19,704,791			29.911%
	Votes Against	382,602			0.581%
	Abstentions	6,774,988			10.284%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

The Board of Directors is the following:

		NAME AND SURNAME			VOTING LIST
1.		Gabriele Del Torchio		Majority list submitted by the shareholder Special
					Packaging Solutions Investments S.à r.l. (the
					"Majority List").
2.		Marina Brogi (*)		Majority List
3.		Dante Razzano		Majority List
4.		Chiara Palmieri (*)		Majority List
5.		Roberto Maestroni		Majority List
6.		Francisco Javier De Juan Uriarte		Majority List
7.		Raffaella Viscardi (*)		Majority List
8.		Chiara Arisi		Majority List
9.		Marco Giovannini		Minority list submitted by the shareholder GCL
					Holdings S.à r.l. (the "Minority List").

(*) Director who has expressly stated to meet the independence requirements referred to in (i) art. 148, paragraph 3, of the TUF, as referred to by art. 147-ter, paragraph 4, of the TUF; as well as (ii) art. 2 of the Corporate Governance Code for listed companies, which the Company adopts.

Guala Closures S.p.A.

www.gualaclosures.com

Sede Legale e stabilimento: Via Rana, 10/12 - Zona Industriale D 6 - 15122 Spinetta Marengo (AL) - Italy - Tel. [phone] - Fax [phone] Cap. Soc. Euro 68.906.646,00 - Registro Imprese - Codice Fiscale - Cod. EORI - Partita IVA IT10038620968

Stabilimento di Basaluzzo: Via Novi, 44 - 15060 Basaluzzo (AL) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Magenta: Strada per Cascina Peralza, 20 - 20013 Magenta (MI) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Termoli: Zona Industriale Pantano Basso - 86039 (CB) - Italy - Tel. [phone] - Fax [phone]

4.d Determination of the remuneration of the members of the next Board of Directors

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights			%
	Votes for	65,494,072		99.418%
	Votes Against	0		0.000%
	Abstentions	383,457		0.582%
	Non-voters	0		0.000%
	Total Voting Rights			65,877,529			100.000%

Item 5 of the agenda

5. Appointment of the Board of Statutory Auditors, related and consequent resolutions 5.a Appointment of three standing auditors, two alternate auditors

Shares present at the meeting when the vote was opened no. 57,232,653 equal to 81.727% of the no. 70,028,654 voting shares representing the share capital, corresponding to no. 65,877,529 voting rights equal to 83.735% of the total voting rights.

The voting result was the following:

				Vote result
				No. Voting Rights				%
	List 1	39,015,148			59.224%
	List 2	20,248,767			30.737%
	Votes Against	0			0.000%
	Abstentions	6,613,614			10.039%
	Non-voters	0			0.000%
	Total Voting Rights			65,877,529				100.000%

Guala Closures S.p.A.

www.gualaclosures.com

Sede Legale e stabilimento: Via Rana, 10/12 - Zona Industriale D 6 - 15122 Spinetta Marengo (AL) - Italy - Tel. [phone] - Fax [phone] Cap. Soc. Euro 68.906.646,00 - Registro Imprese - Codice Fiscale - Cod. EORI - Partita IVA IT10038620968

Stabilimento di Basaluzzo: Via Novi, 44 - 15060 Basaluzzo (AL) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Magenta: Strada per Cascina Peralza, 20 - 20013 Magenta (MI) - Italy - Tel. [phone] - Fax [phone]

Stabilimento di Termoli: Zona Industriale Pantano Basso - 86039 (CB) - Italy - Tel. [phone] - Fax [phone]