RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
and to art. 106, paragraph 4 of Decree Law no. 18 of 17 March 2020, on measures to strengthen the National Health Service and economic support for families, workers and businesses related to the epidemiological emergency of COVID-19 (the
"Decreto Cura Italia") as converted with modifications by Law 24 th April 2020 no. 27, as extended by effect of art. 3, D.L. 228/2021 as converted with modifications by Law 25th February 2022 n. 15, and as further extended by art. 3, paragraph 10- undecies Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14.
MONTE TITOLI S.p.A., with registered office in Milan, Piazza degli Affari No. 6, Tax Code No. 03638780159, belonging to the Euronext Group, Group VAT No. 10977060960 (hereinafter "Monte Titoli"), authorized under Ministerial Decree of 24/11/1941 to carry out trust activities in accordance with Law no. 1966 of 23.11.1939 as amended, acting in the capacity of "Designated Representative", pursuant to Article 135-undecies of Legislative Decree 58/1998 and to art. 106, paragraph 4 of Decreto Cura Italia, taking into account the extension established by D.L. 30th December 2021 no. 228, as converted with modifications by Law 25 th February 2022 n. 15, and the further extension by art. 3, paragraph 10-undecies, Law Decree no. 198/2022, as converted with modifications by Law 24 February 2023 no. 14, of RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A. (hereinafter the "Company" or "RECORDATI"), in the person of its specifically tasked employee or associate, gathers voting proxies in relation to the Ordinary General Meeting of RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA to be held in DA COMPILARSI A CURA DELLA SOCIETA', 21 April 2023, at 09.00 a.m., single call as set forth in the notice of the shareholders' meeting published on the Company's website at https://www.recordati.it/en/investors/shareholders-_meetings/, in the section on 10th March 2023, and, in abridged form, in the Italian daily newspaper "Il Sole 24 Ore" on 11th March 2023.
The form of proxy with the relating voting instructions shall be received, in original, by Monte Titoli by the end of the second open market day preceding the date set for the Meeting ( i.e., by 11:59 p.m. of 19 April 2023). The proxies and voting instructions may be revoked within the same deadline.
Declaration of the Designated Representative: Monte Titoli declares that it has no personal interest in the proposed resolutions being voted upon. However, taking into account the existing contractual relationships between Monte Titoli and the Company relating, in particular, to technical assistance at the meeting and ancillary services, in order to avoid any subsequent disputes related to the supposed presence of circumstances suitable for determining the existence of a conflict of interest referred to in article 135-decies, paragraph 2, lett. f), of the TUF, Monte Titoli expressly declares that, should circumstances which are unknown at the time of issue of the proxy arise, which cannot be communicated to the delegating party, or in the event of modification or integration of the proposals presented to the Shareholders' Meeting, it does not intend to express a votedifferent from that indicated in the instructions.
Please note: This form may be subject to change following any Integration of the agenda of the shareholders' meeting and presentation of new proposed resolutions pursuant to Article 126-bisLegislative Decree 58/1998, or individual proposed resolutions, in accordance with the terms and procedures indicated in the Notice of Call.
PROXY FORM (Part 1 of 2)
Complete with the information requested at the bottom of the form (§)
I, the undersigned (party signing the proxy) | (Name and Surname) (*) | |
Born in (*) | On (*) | Tax identification code or other identification if foreign (*) |
Resident in (*) | Address (*) | |
Phone No. (**) | Email (**) | |
Valid ID document (type) (*) | Issued by (*) | No. (*) |
(to be enclosed as a copy) | ||
(§)The Company will process the personal data in accordance with the information attached.
- Mandatory. (**) It is recommended to fill. MONTE TITOLI S.p.A.
RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
in quality of (tick the box that interests you) (*)
shareholder with the right to vote | OR IF DIFFERENT FROM THE SHARE HOLDER |
- legal representative or subject with appropriate representation powers (copy of the documentation of the powers of representation to be enclosed)
- pledge bearer usufructuary custodian manager other (specify) ………………………………………………………………………………………………
Name Surname / Denomination (*) | ||||
(complete only if | ||||
Tax identification code or other identification if foreign (*) | ||||
the shareholder is | Born in (*) | On (*) | ||
different from the | ||||
proxy signatory)
Related to
Registered office / Resident in (*)
No. (*) ___________________ RECORDATI shares IT0003828271
Registrated in the securities account (1) n. ___________________ at the custodian ___________ ABI ________ CAB _____
referred to the communication (pursuant to art. 83-sexies Legislative Decree n. 58/1998) (2) No. __________________________ Supplied by the intermediary: _________________________________
(to be filled in with information regarding any further communications relating to deposits)
DELEGATES/SUB DELEGATES MONTE TITOLI S.P.A., to participate and vote in the Shareholders' Meeting indicated above as per the instructions provided below.
DECLARES
- to be aware of the possibility that the proxy to the Designated Representative contains voting instructions even only on some of the proposed resolutions on the agenda and that, in this case, the vote will be exercised only for the proposals in relation to which they are you have given voting instructions and that you have requested the communication from the depositary intermediary for participation in the Shareholders' Meeting as indicated above;
- that there are no causes of incompatibility or suspension of the exercise of the right to vote.
AUTHORIZE Monte Titoli and the Company to the processing of their personal data for the purposes, under the conditions and terms indicated in the attached disclosure.
(Place and Date) * | (Signature) * |
MONTE TITOLI S.p.A.
2
RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
VOTING INSTRUCTIONS (3) (Part 2 of 2)
1.a Financial Statements as at 31st December 2022;
Proposal of the Board of Directors | Tick only one | In Favour | Against | Abstain | ||
box | ||||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5) | ||||||
Tick only one box | Modify the instructions (express preference) | |||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain | ||
1.b allocation of the profit for the 2022 financial year. | ||||||
Proposal of the Board of Directors | Tick only one | In Favour | Against | Abstain | ||
box | ||||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5) | ||||||
Tick only one box | Modify the instructions (express preference) | |||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain |
MONTE TITOLI S.p.A.
3
RECORDATI INDUSTRIA CHIMICA E FARMACEUTICA S.p.A.
PROXY FORM TO THE DESIGNATED REPRESENTATIVE PURSUANT TO ART. 135-UNDECIES OF LEGISLATIVE DECREE 58/1998
2 Appointment of the Board of Statutory Auditors:
2.a appointment of the members of the Board of Statutory Auditors;
Indicate the number of the chosen list or against / abstained with reference to all the lists | Tick only one box | List No. | | Against | | Abstain |
_________________ | ||||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)
Modify the instructions (express preference) | |||||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain | |||
2.b appointment of the Chair of the Board of Statutory Auditors; | |||||||
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | Tick only one | In Favour | Against | Abstain | |||
(Shareholders' name) ___________________________________ | box | ||||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)
Tick only one box | Modify the instructions (express preference) | |||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain | ||
2.c determination of their remuneration. | ||||||
Proposal of resolution (if submitted by the holder of voting rights and published by the issuer) | Tick only one | In Favour | Against | Abstain | ||
(Shareholders' name) ___________________________________ | box | |||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)
Tick only one box | Modify the instructions (express preference) | |||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain |
MONTE TITOLI S.p.A. | ||||
4 |
Proposal of the Board of Directors | Tick only one | In Favour | Against | Abstain | |
box | |||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5) | |||||
Tick only one box | Modify the instructions (express preference) | ||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain |
Proposal of the Board of Directors | Tick only one | In Favour | Against | Abstain | |
box | |||||
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5) | |||||
Tick only one box | Modify the instructions (express preference) | ||||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain |
4 Approval of the long-term incentive plan based on financial instruments named "2023-2025Performance Shares Plan", upon withdrawal of the "2021-2023Stock 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 of the Board of Directors | Tick only one | In Favour | Against | Abstain |
box |
If circumstances occur which are unknown or in the event of a vote on amendments or additions to the resolutions submitted to the meeting (5)
Tick only one box | Modify the instructions (express preference) | |||
confirms the instructions | revokes the instructions | In Favour : ___________________________ | Against | Abstain |
MONTE TITOLI S.p.A. | ||||
5 |
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Recordati Industria Chimica e Farmaceutica S.p.A. published this content on 10 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2023 15:14:09 UTC.