Verona, 3/15/2023
Calling of Shareholders' Meeting and changes to the corporate events calendar 2023; resignation of the Chairman of the Board of Auditors
Verona, 16th March 2023 – REVO Insurance S.p.A. (“REVO” or the “Company”) announces that today's Board of Directors resolved to convene the ordinary and extraordinary Shareholders' Meeting, in a single call, on 19 th April 2023.The agenda for the Shareholders’ Meeting is as follows:
Ordinary Part
Approval of the Financial Statements as of 31st December 2022; presentation of the Board of Directors’ Report, the Board of Statutory Auditors’ Report, and the External Auditors’ Report. Presentation of the Consolidated Financial Statements as of 31st December 2022.
Resolutions concerning the allocation of the operating result.
Report on remuneration policy and payments:
a) Approval of the first section of the Report on remuneration policy and payments, pursuant to Article 123 ter, paragraph 3 of Legislative Decree 58/1998 and Articles 41, 59 and 93 of IVASS Regulation no. 38/2018.
b) Non-binding resolution on the second section of the Report on remuneration policy and payments, pursuant to Article 123 ter, paragraph 6 of Legislative Decree 58/1998.
Authorization to buy back and dispose of treasury shares in accordance with the law. Related and consequent resolutions.
Integration of the Board of Statutory Auditors and appointment of the Chairman. Related and consequent resolutions.
Extraordinary Part
1. Proposal to amend Art. 2 (corporate purpose) of the Articles of Association. Related and consequent resolutions.
The Board acknowledged the resignation, announced today at the Board of Directors’ meeting, from the position of Chairman of the Board of Statutory Auditors of Dr. Alfredo Malguzzi, effective as of the end of the Shareholders' Meeting convened on 19th April 2023 to approve the Company’s financial statements for the year ending 31st December 2022 and called, among other things, to proceed with the integration of the Board of Statutory Auditors and the appointment of its chairman.
Dr. Malguzzi announced that his resignation resulted from the need to attend to the undertakings connected with other positions held by him as well as due the dynamics of his professional commitments, which would no longer allow him to devote adequate time to the position of chairman of the Company’s Board of Statutory Auditors.
Dr. Malguzzi had been appointed by the Shareholders’ Meeting of REVO (at that time Elba Assicurazioni S.p.A., an unlisted insurance company) on 30th November 2021 on the recommendation of the then sole shareholder REVO S.p.A., and his term of office would expire with the approval of the financial statements for the year ending 31st December 2023.
There are no indemnities or other benefits payable as a result of leaving office.
Pursuant to Article IA.2.6.7 of the Instructions to the Markets organized and managed by Borsa Italiana S.p.A., it is also stated that, based on the information made available to the Company, as of today, Dr. Malguzzi does not hold, either directly or indirectly, any ordinary shares of REVO.
The Company would like to thank Dr. Malguzzi for his valuable professional contributions during his term of office.
The Company then announces that the notice of call of the Shareholders' Meeting has been made available to the public at its registered office and on its website at www.revoinsurance.com, Corporate Governance/Shareholders' Meeting section.
Additional documentation, reports on the items on the agenda together with proxy and sub-delegation forms for voting instructions to be given to the Designated Representative pursuant to Articles 135 novies and 135 undecies of the TUF as well as the operating procedures for submitting candidatures will be made available at the Company’s Registered Office and on the website www.revoinsurance.com within the terms provided for by applicable regulations.
Consequently, the 2023 corporate events calendar is realigned from the version previously announced last 25 January.This information is also available on the Company's website www.revoinsurance.com and on the "1info" storage mechanism at www.1info.it.