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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On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.
General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...
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