The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-owned
Dutch subsidiary Exor Holding NV. Through the transaction, Exor will change its
country of incorporation from Italy to the Netherlands. The transaction is aimed at
simplifying the Group's structure, as 85% of Exor's investments are, or are indirectly
owned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNH
Industrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).
Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5
votes per common share held for an uninterrupted period of 5 years and 10 votes per
common share uninterruptedly held for 10 years. To be eligible to receive the additional
voting rights, shareholders shall request the registration of their common shares (in
whole or in part) into a Loyalty Register. However, unlike CNH Industrial and FCA, there
will not be an initial allocation of multiple-voting rights on the completion of the
transaction (CNH and FCA shareholders that voted at the EGM called to approve the
merger with the Dutch company were entitled to receive double voting rights even if they
had not held the shares for at least 3 years). Therefore, there will be no changes in
Exor's voting structure for the 5 years after the merger, but it is highly likely that Exor's
controlling shareholder Giovanni Agnelli & C (currently controlling 53.0% of Exor) will
hold a large majority of multiple-voting shares in the long term (as it happened in FCA
and CNH, where Exor holds approximately 92% and 88% of multiple-voting shares).
Although we recognise the benefits of the transaction, through a necessary simplification
of Exor Group's structure, and we welcome that unlike FCA and CNH no multiple-voting
rights will be assigned on the completion date of the transaction, we strongly oppose any
deviation from the "one share one vote" principle, which may significantly affect the
basic principle of the equality of treatment of shareholders in the long term. Whilst Exor's
voting structure will not change in the next 5 years, the controlling shareholder Giovanni
Agnelli & C will have the power to sell a significant percentage of ordinary shares after
the issue of multiple-voting shares, without losing the control of General Meetings. As in
our opinion the long-term risks arising from the multiple-voting structure overcome the
benefits deriving from the simplification of Exor Group, we recommend opposition.
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EXOR (IT), a company active in the Asset Managers industry, loses a star(s) at the fundamental level and sees its general evaluation downgraded. The independent financial analyst theScreener just removed a fundamental star(s) for a 2 over 4-star rating. As such, market behaviour remains unchanged and is evaluated as moderately risky. theScreener believes that the loss of a star(s) merits downgrade to the general evaluation of the title, which passes to Neutral. As of the analysis date September 11, 2018, the closing price was EUR 54.76 and its expected value was estimated at EUR 56.09.
La tendance est toujours haussière, son niveau d'invalidation est sous 46,80 €. L'objectif est à 67,60 €.Arguments :- Les cours ont fait un pull-back sur le support (ancienne résistance), la hausse reprend.- La moyenne mobile sert de support.
La société propose à ses actionnaires de changer son mode d'administration afin de passer à une structure moniste. Si ce changement seul ne semble pas poser particulièrement de problème, cependant la société n’explique pas clairement les objectifs de ce changement, ni même si les fonctions de Directeur Général et de Président du conseil vont continuer à être séparées. Par ailleurs le manque de transparence sur les rémunérations engendra une recommandation de vote négatif pour les résolutions 6 à 10 et de 27 à 28.
In general, Coloplast is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. On November 1, 2018, the Company announced that Mr. L.S. Rasmussen will resign from his position as CEO to become the new Chairman of the board of directors as of this AGM. Mr. Rasmussen will be succeeded by Executive Vice President - Mr. Kristian Villumsen - as of the same date. Under ITEM 5.1, it is proposed to re-appoint Mr. N.P. Louis Hansen as Vice Chairman of the board of directors. Although ECGS has no (major) concerns over the re-appointment...
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