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THE SHAREHOLDERS’ MEETING
ANGELO TROCCHIA IS APPOINTED CHIEF EXECUTIVE OFFICER
Padova, April 24, 2018 – The Shareholders’ Meeting of Safilo Group S.p.A., held today in single call, has discussed and approved the Company’s 2017 financial statements and the Board of Directors’ report and, furthermore, viewed the consolidated financial statements.
The Ordinary Shareholders’ Meeting has also:
In accordance with article 14 of the Company Articles of Association, the position of Chairman of the Board of Directors is to be held by Eugenio Razelli, first candidate of the majority list.
The Board of Directors thanks Marco Jesi for his important contribution during his mandate as member of the Board of Directors.
Among the elected members, Ines Mazzilli, Cinzia Morelli-Verhoog, Catherine Gérardin-Vautrin, Jeffrey A. Cole and Guido Guzzetti have stated that they hold the requirements of independence in accordance with the provisions of Articles 147- ter, paragraph 4, and 148, paragraph 3, of T.U.F. (Italy’s Financial Markets Consolidation Act) and in accordance with Article 3 of the Corporate Governance Code promoted by Borsa Italiana S.p.A. and adopted by Safilo Group S.p.A.
As per previous authorization, the program calls for the purchase and disposal of treasury shares for up to 2,500,000 shares. Each purchase shall be executed on regulated markets or multilateral trading facilities, at a price not lower than 10% and not higher than 5% of the average of official prices of Safilo Group shares over the five trading days prior to the date of the purchase trade, and in any case not higher than 10,00 EUR per share.
The program aims to provide the Company with strategic investment opportunities in the framework of the purposes admitted by national and European laws in force; in particular, the purchase and disposal of treasury shares may be used: (i) to create the so called “reserve of treasury shares”, including the use of the purchased treasury shares; (ii) as a compensation in extraordinary transactions, including the exchange of shares, with other parties in the context of transactions in the interests of the Company, (iii) to perform the obligations to deliver the Company’s shares arising from convertible bonds or bonds cum warrants; and (iv) to perform the obligations to deliver the Company’s shares arising from programs of distributions, against payment or for free, of options or shares of the Company to directors, employees and collaborators of the Company or the relevant subsidiaries, as well as arising from programs for free allocation of shares to the shareholders;
In the extraordinary session, the Shareholders’ meeting approved the integration of the resolution to increase the capital to service the aforementioned Stock Option Plan approved by the extraordinary Shareholders' Meeting on April 26, 2017, with the inclusion of a minimum issuance price of the new ordinary shares, equal to their nominal value.
All the documentation relating to the Shareholders’ meeting, including the curricula of the members of the Board of
The new Board of Directors, held today for the first time, just after its appointment by today Shareholders’ Meeting,
The Board also proceeded to ascertain the independence requirements established by the combined provisions of articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and Article 3 of the Corporate Governance Code for directors Jeffrey A. Cole, Ines Mazzilli, Cinzia Morelli-Verhoog, Catherine Gérardin-Vautrin and Guido Guzzetti.
The Board of Directors thus appointed the Control, Risk and Sustainability Committee, the Remuneration and Nomination Committee and the Related Parties Transactions Committee. In particular, Ines Mazzilli, Guido Guzzetti and Melchert F. Groot, all non executive and the first two also independent, were appointed as members of the Control, Risk and Sustainability Committee. Jeffrey A. Cole, Cinzia Morelli-Verhoog and Robert Polet, all non executive and the first two also independent, were appointed as members of the Remuneration and Nomination Committee. Ines Mazzilli, Catherine Gérardin-Vautrin and Guido Guzzetti, all independent, were appointed as members of the Related Parties Transactions Committee.