Sanlorenzo: powers conferred on the executive chairman to convene
Friday, July 31, 2020 6:20 PM
Ameglia (SP), 31 July 2020 - The Board of Directors of Sanlorenzo S.p.A. (“Sanlorenzo” or the “Company”), which met today under the chairmanship of Cav. Massimo Perotti, has conferred powers on the Executive Chairman, Cav. Massimo Perotti, to convene the Ordinary Shareholders’ Meeting for 31 August 2020 at 10.30 a.m. at the Company’s offices in Viale San Bartolomeo 362, La Spezia, on first call, and where necessary, on 1 September 2020 at 10.30 a.m., on second call.
The Board of Directors has resolved to submit the request for authorisation to the Shareholders, pursuant to the combined provisions of articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of the Italian Legislative Decree of 24 February 1998, no. 58 and related implementation provisions, to carry out purchase and disposal transactions on the Company’s treasury shares.
The request for authorisation to purchase and dispose of treasury shares aims to enable the Company to purchase and dispose of ordinary shares for the following purposes:
(i) to operate on the market with a view to medium and long-term investment;
(ii) to make use of excess liquidity;
(iii) to optimise the capital structure;
(iv) to create a “securities portfolio” to be used in the context of extraordinary transactions of interest to Sanlorenzo;
(v) to serve any future management share incentive plans approved by the Company.
Authorisation will be requested for the purchase, even in several tranches, of ordinary shares without par value, up to a maximum number of 3,450,000.
The Board of Directors has resolved to propose to the Shareholders’ Meeting that purchases of treasury shares may take place at a price that does not differ by more than 10% from the reference price recorded on the Mercato Telematico Azionario, organised and managed by Borsa Italiana S.p.A. in the trading session preceding each individual transaction, in any case in compliance with the terms and conditions established by current legislation and by accepted market practices, where applicable. Authorisation to purchase treasury shares is requested for an 18-month period starting from the date of the relative resolution of the Ordinary Shareholders’ Meeting giving authorisation.
With reference to the disposal of treasury shares, the Board of Directors has resolved to propose to the Shareholders’ Meeting to do so in the manner deemed most appropriate by the Board of Directors in the interest of the Company, both on and off the stock market, and in any case in compliance with current legislation and accepted market practices, where applicable. Authorisation for the disposal of treasury shares is requested without time limits.
It should also be noted that, at today’s date, the Company does not hold treasury shares.
For any further information regarding the proposal to authorise the purchase and disposal of treasury shares, please refer to the explanatory report of the Board of Directors.
The notice of call of the Ordinary Shareholders’ Meeting and the explanatory report of the Board of Directors will be made available to the public, as required by law, at the Company’s registered office in Via Armezzone 3, Ameglia (SP), in the “Corporate Governance” section of the Company’s website (www.sanlorenzoyacht.com) and on the “eMarket STORAGE” storage mechanism (www.emarketstorage.com).