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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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.
The trend is still bullish, the invalidation level is below €46.80. The target is at €67.60.Arguments :- Prices have pulled back to the support level (previously a resistance). The rise is now resuming.- The moving average is supporting prices.
Item 1: Approve the share consolidation The Board requests shareholder approval to implement a share consolidation on the basis of 19 new ordinary shares for every 20 existing ordinary shares held. The consolidation is intended to maintain comparability, as far as possible, of the Company’s share price before and after the payment of a special dividend of $2.621 per share. The special dividend is equivalent to 5% of the market capitalisation of the Company as at 14 December 2018. The Company has implemented a series of share consolidations, returning funds to shareholders in this way in 2012...
Item 1: Approve Share Buybacks Shareholder approval is being sought to authorise the Company to make market purchases of its ordinary shares following the inclusion of a typographical error in the resolution granting authority at the 2018 AGM. This error meant that the authority granted at that meeting has already expired. As there is currently no authority in place, the Board proposes the standard share repurchase authority for the UK market with period ending until the earlier of 25 October 2019 (being the later date set out in in the resolution granting authority at the 2018 AGM) and the ...
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