2024 Ordinary and Extraordinary Shareholders’ Meeting
9 May 2024
Procedure for participation and voting by proxy
Buzzi SpA has decided to make use of the option as per Article 106, paragraph 4, of Decree Law no. 18 of 17 March 2020 converted with amendments into the Law no. 27 of 24 April 2020, whose application was last extended by the Law no. 21 of 5 March 2024, to provide that the attendance and exercise of voting rights in the Shareholders' Meeting shall take place exclusively through Computershare S.p.A., the Representative appointed by the Company in accordance to art. 135-undecies of the Legislative Decree no. 58/1998 (TUF).
Directors and Statutory Auditors, the Appointed Representative and other persons entitled pursuant to law, other than those who have the right to vote (who must mandatorily grant the proxy to the Appointed Representative), may participate in the Shareholders’ Meeting also by means of telecommunication that allow identification, participation and exercise of voting right. The instructions for participation in the Shareholders' Meeting by means of telecommunication will be made known by the Company to the interested parties.
Those who are entitled to the voting right who wish to attend the Shareholders’ Meeting must grant a proxy, at no charge for the delegating party with voting instructions on all or a number of items on the Agenda, by using the proxy form, prepared by the same Appointed Representative, in agreement with the Company and following the instructions, both available on this section of the Company's website.
The proxy may be notified by sending it to the certified e-mail address, buzzi@pecserviziotitoli.it provided that the delegating party, even if it is a legal person, uses its own certified e-mail or, failing that, uses its own ordinary e-mail and by any other means that may be indicated in the proxy form.
The proxy must reach Computershare S.p.A., by 7 May 2024. The proxy and voting instructions can be revoked within the above-mentioned deadline.
The proxy granted to the Appointed Representative has not effect for proposals on which voting instructions were not conferred.
It should be noted that the shares for which the proxy has been granted, even partially, are counted for the purposes of the regular constitution of the Shareholders' Meeting. In relation to proposals for which no voting instructions have been granted, the shares are not counted for the purposes of calculating the majority and the amount of capital required for the approval of resolutions.
It is further specified that proxies or sub-delegations pursuant to Article 135-novies of the TUF, in derogation of Article 135-undecies, paragraph 4 of the TUF, may be granted to the Appointed Representative, for which it’s possible to use the form available on this section of the Company's website. This proxy may be received by 12 noon on 8 May 2024 and can be revoked within the above mentioned deadline.
The Appointed Representative will be available for clarification or information at the number +390110923200 or at the e-mail address sedeto@computershare.it.
Right to Submit Questions Prior to the Shareholders' Meeting
Pursuant to Article 127-ter of the TUF, those who are entitled to the voting right may submit questions about the items on the Meeting's Agenda prior to the Shareholders' Meeting by sending them, by 29 April 2024, by registered letter with return receipt to Buzzi SpA, Via Luigi Buzzi no. 6 – 15033 Casale Monferrato (AL) to the attention of the Corporate Affairs Department or by sending them to the certified e-mail address buzzi@pec.buzziunicem.it.
Questions must be submitted together with the personal data of the submitting shareholder (surname and name or company or entity’s name, place and date of birth and tax code).
Only questions pertaining to items on the Agenda will be taken into consideration.
Only parties that can prove that they are holders of the shares as at 29 April 2024 (record date) will be entitled to receive an answer. For this purpose, a communication must be produced with validity up to the above mentioned date, issued by the depository intermediary, attesting that the shareholder submitting the questions has the ownership of the shares. The communication must be sent to the certified e-mail address buzzi@pec.buzziunicem.it and it can be produced also subsequently to the submission of a question. If a shareholder has already asked the depository intermediary to issue a statement attesting his/her eligibility to attend the Shareholders' Meeting, when submitting a question it will be sufficient to include any reference data of the above mentioned statement issued by the intermediary or, at least, the intermediary's name.
Question received before the Shareholders’ Meeting will be answered by 6 May 2024, by publication on this section of the Company's website.
Shareholders are strongly recommended to use the form of transmission by e-mail.
Additions to the Meeting's Agenda/presentation of resolutions on items already on the Agenda
Pursuant to Article 126-bis of the TUF, Shareholders who, individually or jointly, represent at least one-fortieth of the share capital may request, within ten days from the publication of the notice, i.e. by 15 April 2024, that the Meeting’s Agenda be amended to include additional items that they are suggesting or submit additional resolution proposals on items already on the Agenda.
No additions are allowed to items on which the Shareholders' Meeting resolves, in compliance with Law provisions, upon proposal of the Board of Directors or on the basis of a project or report prepared by the Board of Directors other than those referred to in Article 125-ter, 1st paragraph of the TUF.
Requests must be submitted in writing to the Company, by the above mentioned deadline, by registered letter (with return receipt) addressed to Buzzi SpA, Via Luigi Buzzi no. 6 - 15033 Casale Monferrato (AL) to the attention of the Corporate Affairs Department, or by sending them to the certified e-mail address buzzi@pec.buzziunicem.it together with a report stating the reasons for the resolution proposals on the new items that are being submitted for discussion or the reasons for the additional resolution proposals on the items already on the Agenda.
Proof of the percentage required to request additions to the Agenda or to present additional resolution proposals on items already on the Agenda, must result from a communication issued by the depository intermediary, effective on the date of the request, and sent to the certified e-mail address buzzi@pec.buzziunicem.it.
Additions to the Agenda or presentation of resolutions on items already on the Agenda, if any, shall be disclosed by 24 April 2024 in the same manner used for the publication of the notice of call.
At the same time, the above report or the additional resolution proposals on items already on the Agenda and any comments of the Board of Directors, shall be disclosed in the same manner as provided for the Shareholders’ Meeting documents.
Shareholders are strongly recommended to use the form of transmission by e-mail.
Right to submit individual proposals for resolution before the Shareholders' Meeting
In consideration of the fact that attendance at the Meeting may only take place through the Appointed Representative, Shareholders who are entitled to vote, even if they represent less than one-fortieth of the share capital, may submit individual proposals for resolution on the items on the Agenda. Such proposals shall be submitted by 24 April 2024 in writing, by the above mentioned deadline, by registered letter (with return receipt) addressed to Buzzi SpA, Via Luigi Buzzi no. 6 - 15033 Casale Monferrato (AL) to the attention of the Corporate Affairs Department, or by sending them to the certified e-mail address buzzi@pec.buzziunicem.it, in compliance with the same procedures indicated for the transmission of proposals for additional items or submission of additional resolutions proposals.
The proposals, after verifying their relevance with respect to the items on the agenda as well as their correctness and completeness with respect to the applicable legislation, will be published by 26 April 2024 on the company's website, in order to enable those entitled to vote to express themselves consciously, also taking into account such new proposals and, therefore, to allow the Appointed Representative to collect any voting instructions also on such proposals.
Shareholders are strongly recommended to use the form of transmission by e-mail.
Information about the Company’s share capital and the shares with voting rights
The company’s share capital amounts to Euro 123,636,658.80 subdivided into 192,626,154 ordinary shares with no par value.
The number of ordinary shares with voting rights is equal to 185,131,838 net of 7,494,316 ordinary shares held in treasury, whose voting rights are suspended in accordance with the law.