Notice Of Call Of The Extraordinary And Ordinary Shareholders’ Meetings For The Amendment Of The Bylaws And The Renewal Of The Board Of Directors On 2 November 2021
The Board of Directors, having acknowledged the results of the voluntary public tender offer promoted by Castor Bidco S.p.A. (“Castor Bidco”) on the ordinary shares of Cerved, pursuant to which Castor Bidco has obtained control of the Company and currently holds 82% of the share capital, has ascertained the fulfilment of the conditions provided for by art. 10.2 of the regulation of the performance share plan denominated “Performance Share Plan 2022-2024” (the “Plan”), pursuant to which the change of control of Cerved determines the complete acceleration of all previously assigned rights.
The Board of Directors has therefore resolved to attribute to the beneficiaries of the Plan a total of n. 1.504.518 ordinary shares of the Company, as well as, availing itself of the faculties provided for by the Plan regulation, upon obtaining a favourable opinion by the Remuneration, Nominations and Corporate Governance Committee, having consulted with the Related Parties Committee and with the abstention of any interested board members, to not subject any shares to lock-up obligations.
Furthermore, in today’s meeting, upon request of Castor Bidco and with the aim of facilitating the process of aligning the composition of the board of directors with the recently modified composition of the shareholding structure, the board members Andrea Casalini, Mara Anna Rita Caverni, Umberto Carlo Maria Nicodano, Alessandra Stabilini and Mario Francesco Pitto have resigned with immediate effect.
The Board of Directors has also coopted – always upon request of Castor Bidco – Giulia Cavalli, Alessandra Ferrari, Elvina Finzi, Luca Peyrano and Carlo Purassanta as new members of the Board of Directors. It is highlighted that Giulia Cavalli, Alessandra Ferrari and Elvina Finzi qualify themselves as independent pursuant to art. 147-ter, par. 4, and 148, par. 3 of the Legislative Decree n. 58 of 24 February 1998 (the “TUF”) and the Corporate Governance Code approved by the Corporate Governance Committee in January 2020.
Source: Cerved Press Release