Below is the official press release issued by Juventus after the shareholders’ meeting which took place today.
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING
• The financial statements as of June 30, 2024 have been approved
• Board of Statutory Auditors appointed for the financial years 2024/2025 – 2025/2026 – 2026/2027
• The compensation plan based on financial instruments called “Performance Shares Plan 2024/2025-2028/2029” has been approved and the purchase and disposal of treasury shares has been authorized
• Report on remuneration policy and compensation paid approved
• The amendment to the statute has been approved to introduce the possibility that participation in the meeting and the exercise of the right to vote take place exclusively through the designated representative
Turin, 7 November 2024 – The Shareholders’ Meeting of Juventus Football Club SpA (“Juventus” or the “Company”) meeting today in Turin, in ordinary and extraordinary sessions, under the Chairmanship of Gianluca Ferrero, resolved on the topics raised on the agenda, as follows.
Resolutions of the Shareholders’ Meeting in ordinary session
Approval of the 2023/2024 financial statements
The Assembly approved the financial statements for the year to 30 June 2024, which closed with a loss for the year of €199.2 million, as well as the full coverage of losses through use of the share premium reserve. In the context of the Meeting, the consolidated financial statements as at 30 June 2024 were also presented. For further information, please refer to the Annual Financial Report as at 30 June 2024 available at the Company’s registered office, located in Turin, Via Druento, 175, on the website of the Company (www.juventus.com, Club, Investors, Financial Statements and Prospectuses section), as well as on the authorized storage site “1INFO” (www.1info.it).
Appointment of the Board of Statutory Auditors
The Assembly resolved on the renewal of the supervisory body. In particular, it appointed the new Board of Auditors for the financial years 2024/2025 – 2025/2026 – 2026/2027. On the basis of the single list presented by the shareholder EXOR NV, owner of n. 247,849,342 Juventus ordinary shares, equal to approximately 65.4% of Juventus’ share capital, were appointed as auditors:
– Roberto Spada, as President of the Board of Statutory Auditors;
– Maria Luisa Mosconi, as standing auditor;
– Roberto Petrignani, as standing auditor;
– Stefania Bettoni, as alternate auditor;
– Guido Giovando, as alternate mayor.
The percentage of favorable votes was equal to 99.98% of the total voting rights and 85.00% of the total voting rights present. The auditors’ CVs are available on the Company’s website (www.juventus.com, Club, Corporate Governance, Administration and Control Bodies section).
Based on the declarations made and the information in the Company’s possession, there are no statutory auditors in possession of Company shares at the date of appointment. The Assembly also resolved to award a gross annual emolument of €30,000 to the president of the Board of Auditors and €20,000 to each standing auditor.
Approval of the “Performance Shares Plan 2024/2025-2028/2029” and authorization for the purchase and disposal of treasury shares
The Assembly approved, pursuant to art. 114-bis of Legislative Decree 24 February 1998, n. 58, as subsequently amended and integrated (the “TUF”), a compensation plan based on financial instruments called “Performance Shares Plan 2024/2025-2028/2029”, reserved for individuals who will be identified by the Juventus Board of Directors between (i) the Directors with delegated powers and managers with strategic responsibilities, having heard the opinion of the “Appointments and Remuneration Committee” of the Company, as well as (ii) other workers with strategic roles of the Company or its subsidiaries. The Plan will have a multi-year duration (until 31 December 2029) and is divided into the following three vesting periods, according to a so-called rolling attribution logic: (i) 1 July 2024 – 30 June 2027; (ii) 1 July 2025 – 30 June 2028; and (iii) 1 July 2026 – 30 June 2029 and provides for the attribution of rights – conditional, free and non-transferable – to the free assignment of Juventus shares; in particular, the rights attributed vest if specific economic-financial, ESG and performance objectives of the Juventus stock are achieved by the Juventus Group. For further information, please refer to the information document available to the public at the registered office and on the Company’s website (www.juventus.com, Club, Investors, Meetings section), as well as on the authorized storage site “1INFO” (www. 1info.it).
In service, inter alia, of the “Performance Shares Plan 2024/2025-2028/2029”, the Assembly also approved the proposal to authorize the purchase and disposal of treasury shares, to be carried out in compliance with community and national legislation applicable, including Regulation (EU) 596/2014, and the market practices recognized, from time to time, by Consob. In particular, the purchase was also authorized in multiple tranches, up to a maximum of no. 1,000,000 Juventus ordinary shares without indication of nominal value, corresponding to approximately 0.26% of the Company’s share capital and, in any case, within the limits of distributable profits and available reserves resulting from the latest financial statements approved at the time of carrying out each operation, for a period of 18 months starting from the date of authorisation. For further information, please refer to the explanatory report available to the public at the registered office and on the Company’s website (www.juventus.com, Club, Investors, Meetings section), as well as on the authorized storage site “1INFO” (www. 1info.it).
As of today, the Company does not hold its own shares and its subsidiaries do not hold shares of the Company.
The Report on the remuneration policy and compensation paid was approved
The Assembly also approved Section I and expressed a favorable opinion on Section II of the “Report on the remuneration policy and compensation paid” drawn up pursuant to art. 123-ter of the TUF. Resolutions of the Shareholders’ Meeting in extraordinary session The Shareholders’ Meeting, in extraordinary session, approved the proposal to amend the Articles of Association, in order to provide for the possibility that participation in the Meeting and the exercise of voting rights take place exclusively through the representative designated pursuant to art. 135-undecies of the TUF, on the occasion making certain changes of mere coordination.