18 January 2023
The shareholders of Juventus Football Club S.p.A. (“Juventus” or the “Company”) met today, in Turin, for an ordinary Shareholders’ Meeting chaired by Andrea Agnelli and appointed the new Board of Directors. At the end of the Shareholders’ Meeting, Juventus held a meeting of the Board of Directors, to resolve upon, among other things, the appointment of corporate offices and the conferment of powers to the directors, as well as the appointment of the members of the internal committees.
Resolutions of the Shareholders’ Meeting
The Shareholders’ Meeting resolved upon the appointment of the new Board of Directors, which will remain in office until the date of the Shareholders’ Meeting convened for the approval of the financial statements as at 30 June 2025 and set at 5 the number of members of the Board of Directors. On the basis of the only slate of candidates submitted by the shareholder EXOR N.V., which holds 63.8% of Juventus’ share capital, the following directors have been appointed:
- Fioranna Vittoria Negri;
- Maurizio Scanavino;
- Gianluca Ferrero;
- Diego Pistone;
- Laura Cappiello.
The percentage of votes in favor of such appointment was equal to 86.890656% of total voting rights and to 99.985026% of total voting rights represented by the shareholders that attended the meeting.
The directors Fioranna Vittoria Negri and Laura Cappiello declared to meet the independence requirements set forth by Article 148, paragraph 3, of Italian Legislative Decree 58/1998 (the “Consolidated Financial Act”), referred to in Article 147- ter, paragraph 4, of the Consolidated Financial Act, and by the Corporate Governance Code approved by the Corporate Governance Committee (the “Corporate Governance Code”). The directors’ curricula are available on the Company’s website (www.juventus.com, Club section, Corporate Governance, Administration and Control Bodies).
Based on the statements made, directors do not hold shares in the Company at the date of appointment. The Shareholders’ Meeting also resolved to award, on a pro rata temporis basis, an annual gross remuneration to each director equal to Euro 40,000, plus reimbursement of out-of-pocket expenses incurred, without prejudice to the provisions of Article 2389, paragraph 3 of the Italian Civil Code.
Resolutions of the Board of Directors
Following the Shareholders’ Meeting, Juventus held a meeting of the Board of Directors which, among other things, appointed Gianluca Ferrero as Chairman and Maurizio Scanavino (who today ceased to serve as General Manager (“Direttore Generale”)) as Chief Executive Officer.
After having assessed, on the basis of the information provided by each interested parties, the existence of the reputation requirements of all directors and of the independence requirements set forth by Article 148, paragraph 3, of the Consolidated Financial Act, referred to in Article 147-ter, paragraph 4, of the Consolidated Financial Act, as well as by the Corporate Governance Code, of directors Fioranna Vittoria Negri and Laura Cappiello, the Board of Directors appointed the members of the internal committees as follows:
- Remuneration and Appointments Committee, composed by Laura Cappiello (Chairman), Fioranna Vittoria Negri and Diego Pistone;
- Control and Risk Committee, that also acts as Related Party Transactions Committee, composed by Fioranna Vittoria Negri (Chairman), Laura Cappiello and Diego Pistone;
- ESG Committee, composed by Diego Pistone (Chairman), Fioranna Vittoria Negri and Laura Cappiello.
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The voting summary and the minutes of the Shareholders’ Meeting will be published in the manner and within the time limits established by applicable laws.
