PARMALAT S.p.A. Agenda

Transcription

1 PARMALAT S.p.A. Registered office: 9 Via Guglielmo Silva, Milan, Italy Administrative offices: 4 Via delle Nazioni Unite, Collecchio (Parma) Italy Tel Fax Share capital 1,855,132,916 fully paid-in, Milano R.E.A. No Milan, Company Register No Tax I.D. and VAT No Company subject to guidance and coordination by B.S.A. S.A. The shareholders are hereby invited to an Ordinary Shareholders Meeting that will be held at the Hotel Meliã, 19 Via Masaccio, Milan, on a single calling at 2:30 PM on April 28, 2017 to discuss and vote on the following: Agenda 1. Financial statements of Parmalat S.p.A. at December 31, 2016 and appropriation of the year s net profit; pertinent and related resolutions. Presentation of the consolidated financial statements at December 31, Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors. 2. Compensation Report: Compensation Policy. 3. Election of the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors. Determination of the respective compensation. Pertinent and related resolutions. Supporting Documents The supporting documents concerning the items on the Agenda will be available to the public within the statutory deadline at the Company s registered office, 9 Via Guglielmo Silva, 9, Milan, through the storage mechanism 1Info ( and on the Company website: More specifically: - the Explanatory Reports of the Board of Directors regarding the election of the Board of Statutory Auditors will be made available to the public concurrently with the publication of this Notice; - the Annual Financial Report, which includes the draft statutory financial statements, the consolidated financial statement, the Report on Operations and the certification required by Article154-bis, Section 5, of Legislative Decree No. 58 of February 24, 1998 ( TUF ), together with the Reports of the Board of Statutory Auditors and the Independent Auditors and the Annual Report on Corporate Governance and the Company s Ownership Structure will be made available to the public by April 7, The Annual Financial Report will be published at the following address on the Company website: ( - the Compensation Report pursuant to Article 123-ter of the TUF will be made available to the public by April 7, Shareholders may view these documents and request copies of them.

2 Information About the Company s Share Capital and Shares Conveying the Right to Vote The share capital of Parmalat S.p.A. amounts to 1,855,132, euros, comprised of 1,855,132,916 common shares, par value 1 euro each. As of the date of this Notice, the Company held 2,049,096 common treasury shares the voting right of which has been suspended. Right to Amend the Agenda and Submit Additional Motions Shareholders who, individually or jointly, represent at least one-fortieth of the share capital may request in writing, within ten days from the publication of this notice, i.e., by March 27, 2017, that the Meeting s Agenda be amended to include additional items or submit additional motions concerning items already on the Agenda, listing in their request the additional items or additional motions. Amendments are not allowed for issues with regard to which, pursuant to law, the Shareholder Meeting is required to adopt resolutions upon a motion by the Board of Directors or based on a project or report prepared by the Board of Directors, other than those referred to in Article 125-ter, Section 1, of the TUF. Requests, accompanied by the appropriate supporting documents attesting the ownership of the abovementioned equity stake, issued by intermediaries who maintain the accounting documents where the shares a recorded, must be sent in writing, including by registered letter with proof of delivery, to the Company s Registered Office at 9 Via Guglielmo Silva, in Milan, or sent to the following certified address: parmalat_spa@pec.parmalat.net. By the final deadline for filing requests to amend the Agenda and with the same modalities, the requesting shareholders must also file a report listing the rationale for the motions regarding the new issues that are being submitted for discussion or the rationale for the additional motions concerning items already on the Agenda. The Company shall announce any amendments to the lists of items on the Agenda of the Shareholders Meeting or the submission of any additional motions concerning items already on the Agenda, in the same manner required for the publication of this Notice of Shareholders Meeting, at least 15 days before the scheduled date of the Shareholders Meeting. Concurrently with the publication of the announcement of the amendments, the Company shall make available to the public, with the same modalities, the report prepared by the requesting shareholders, together with any comments by the Board of Directors. Attendance and Representation at Shareholders Meetings and Voting by Proxy Pursuant to Article 9 of the Bylaws, the eligibility to attend the Shareholders Meeting and exercise the right to vote shall be certified by means of a communication sent to the issuer by an intermediary, in accordance with the data in its accounting records, for the benefit of the party qualified to exercise the right to vote. The communication required pursuant to the abovementioned Article 9 of the Bylaws shall be sent by the intermediary, based on the corresponding evidence available at the close of business on the seventh stock market trading day before the scheduled date of the Shareholders Meeting (record date: April 19, 2017). Debit or credit entries posted to the accounting records after this deadline are irrelevant for the purpose of determining the eligibility to exercise the right to vote at the Shareholders Meeting. Any party who is entitled to attend the Shareholders Meeting and exercise the right to vote may choose to be represented, pursuant to law, at the Meeting by means of a written proxy granted: either to a proxy agent chosen by the party entitled to vote, using the proxy form available online on the website:

3 or to Computershare S.p.A., as the Representative designated by the Company pursuant to Article135- undecies of the TUF. In this case, either the special proxy form prepared by the Designated Representative, with the Company s approval, available in electronic format, on the website or the form that can be filled out with support instructions and submitted via internet through the abovementioned website may be used. In any event, the original of the proxy to the Designated Representative must be delivered to the offices of Computershare S.p.A., Via Lorenzo Mascheroni n Milan, possibly preceded by a certified copy sent by fax to the number or as an attachment to an sent to the address parmalat@pecserviziotitoli.it, by April 26, The proxy thus granted shall be effective only for motions for which the principal provides voting instructions. The proxy and voting instructions may be revoked within the abovementioned deadline. If for technical reasons the proxy forms cannot be made available electronically, they will be provided upon a request made by telephone, calling the number In order to facilitate the process of verifying the powers granted to them as proxies, all those who attend the Shareholders Meeting as representatives of shareholders or other holders of voting rights by virtue of a statutory or voluntary proxy may submit evidence of their powers by a fax sent to the number or by sent to the address parmalat@pecserviziotitoli.it, at least one day before the date set for the Shareholders Meeting. Right to Submit Questions Before to the Shareholders Meeting Parties who are entitled to vote may submit questions about items on the Agenda even before the Shareholders Meeting. Questions must be submitted in writing to Parmalat S.p.A., 9 Via Guglielmo Silva, Milan, or faxed to the number or by filling out the form provided for this purpose on the website: Questions must be accompanied by the personal data of the requesting shareholder (last and first name, or company name, place and date of birth and tax I.D. number). Only parties who can certify their share ownership on the Record Date (April 19, 2017) shall be entitled to receive an answer. To that effect, the Depository Intermediary shall be asked, even after submitting a question, to produce a specific communication, effective up to the abovementioned date, sent to the following address: parmalat@pecserviziotitoli.it. If a shareholder has already asked his or her Depository Intermediary to provide the communication required to be allowed to attend the Shareholders Meeting, it shall suffice to cite in the application the reference data of the abovementioned communication provided by the intermediary or, as a minimum, the intermediary s name. Questions received by April 25, 2017 will be answered, after determining their relevance and verifying the right of the applicant to submit them, at the Shareholders Meeting at the latest. The Company may provide a single answer for all questions with the same content. Election of the Board of Statutory Auditors With regard to the third item on the Agenda (Election of the Board of Statutory Auditors and of the Chairman of the Board of Statutory Auditors. Determination of the respective compensation.) please note that, pursuant to Article 21 of the Company Bylaws, Statutory Auditors are elected through voting on slates of candidates, in order to ensure that minority shareholders can elect one Statutory Auditor and one Alternate. Only shareholders who, alone or together with other shareholders, hold a number of shares equal in the aggregate to at least 1% of the Company s shares that convey the right to vote at Ordinary Shareholders Meetings are entitled to file slates of candidates.

4 Slates submitted by shareholders must be filed, directly or using a remote communication system that allows identification of the filers, and published in accordance with the regulations issued by the Consob. Specifically, they must be sent, not later than the twenty-fifth day before the scheduled date of the Shareholders Meeting (i.e., by April 3, 2017); to the certified address parmalat_spa@pec.parmalat.net, or filed at the Company s registered office at 9 Via Guglielmo Silva, in Milan, by 6:00 PM; the slates shall be made available to the public at least 21 days before the scheduled date of the Shareholders Meeting (April 7, 2017). Slates of candidates for election to the Board of Statutory Auditors must be accompanied by the information and documents required by Article 144-sexies, Section 4, of the Regulation approved by the Consob with Resolution No of May 14, 1999 ( Issuers Regulation ), including: information about the identity of the shareholders who are filing each slate, with disclosure of the total percentage stake held; affidavits by shareholders different from those who, individually or jointly, own a controlling or relative majority interest in the Company, attesting to the absence of relationships, such as those set forth in Article 144-quinquies of the Issuers Regulation, linking them with the controlling or majority shareholders; exhaustive information about the personal and professional background of the candidates, including a list of the management and control posts the candidates hold at other companies and affidavits by the candidates attesting that they meet the requirements of the applicable laws and of Article 21 of the Company Bylaws and stating that they accept to stand for election. Pursuant to Article 144-sexies, Section 4-quarter, of the Issuers Regulation, ownership of the claimed equity interest may be certified subsequent to the filing of the slates, provided it is received at least 21 days before the scheduled date of the Shareholders Meeting (April 7, 2017). If only one slate or only one slate or slates submitted by shareholders who are known to be linked with each other are filed by the slate filing deadline mentioned above (April 3, 2017), this fact shall be promptly disclosed and, consequently, slates may then be filed until 6:00 PM on the third day after the abovementioned deadline (i.e., April 6, 2017) by shareholders who, alone or together with other shareholders, hold a number of shares equal in the aggregate to at least 0.5% of the Company s shares that convey the right to vote at Ordinary Shareholders Meetings, with the same modalities as mentioned above. Slates shall consist of two sections: one for candidates to the post of Statutory Auditor and another for candidates for the post of Alternate. The slates may not contain a number of candidates greater than the number of posts to be filled. The names of the candidates must be numbered in sequence. Each section shall contain at least one candidate of the male gender and one candidate of the female gender; candidates shall be listed on the slate in alternating gender sequence. Slates listing less than three candidates shall be exempt. Each shareholder may vote only for one slate. Please note that the Board of Statutory Auditors is comprised of three Statutory Auditors and two Alternates, who may be reelected. The attributions, duties and term of office of Statutory Auditors are set forth in the applicable statutes. Individuals who, pursuant to laws or regulations, are not electable and are not allowed to serve or lack the required qualifications may not be elected Statutory Auditors and, if elected, must forfeit their office. The requirements of Article 1, Section 2, Letters b) and c), and Section 3 of Ministerial Decree No. 162 of March 30, 2000 apply when a candidate s professional qualifications refer, respectively, to: (i) the Company s area of business; (ii) fields of law, economics, finance and technology/science that are relevant to the area of business referred to in (i) above. In addition to the other cases listed in the applicable statutes, individuals who serve as Statutory Auditors in more than five companies whose shares are traded in regulated markets in Italy or who are in one of the

5 situations described in the last paragraph of Article 11 of the Company Bylaws may not be elected Statutory Auditors and, if elected, must forfeit their office. The first two candidates from the slate that received the highest number of votes and the first candidate from the slate with the second highest number of votes will be elected to the post of Statutory Auditor. The candidate from the slate with the second highest number of votes will serve as Chairman of the Board of Statutory Auditors. The first candidate from the slate with the highest number of votes and the first candidate from the slate with the second highest number of votes will be elected to the post of Alternate. In case of a tie involving two or more slates, the most senior candidates will be elected to the post of Statutory Auditor until all posts are filled. If the composition of the Board of Statutory Auditors obtained by applying the modalities described above does not meet the requirements of the legislation on gender parity in effect at any given time, the necessary substitutions shall be made from among the candidates to the post of Statutory Auditor in the slate that received the highest number of votes, in the sequence in which the candidates are listed, without prejudice to the requirements of the applicable laws regarding the post of Chairman of the Board of Statutory Auditors. If only one slate is filed, the candidates in that slate will be elected to the posts of Statutory Auditor and Alternate. For additional information and how to nominate candidates, please see the information provided in the Explanatory Report of the Board of Directors regarding the Third Item on the Agenda of the Ordinary Shareholders Meeting. * This Notice of Shareholders Meeting is being released through 1Info-Sdir and is stored at the authorized storage mechanism 1Info. It was also published on the Company website and, in summary format, in the newspaper Il Corriere della Sera on March 18, Milan, March 17, 2017 The Board of Directors by: Gabriella Chersicla Chairperson