PRESS RELEASE
Gemina: - Ordinary and Extraordinary Shareholders' Meeting - Boad Meeting following the Shareholders' Meeting Fiumicino, 1st March 2012 - The Shareholders' Meetingof Gemina S.p.A., chaired by Mr. Fabrizio Palenzona, held today on the first call to deal with ordinary and extraordinary business, has passed the following resolutions:Ordinary Session
(i) appointment of the Directors Carlo Bertazzo, Piergiorgio Peluso and Massimo Pini, coopted to the Board of Directors on 19 April 2011, who will remain in office until approval of the Financial Statements as at 31 December 2012;
(ii) adoption of an incentive plan based on financial instruments, in favour of employees and/or consultants and/or directors in charge of specific offices in the Company and in the controlled companies and granting to the Board of Directors of the relevant powers for implementation of said plan;
(iii) authorisation pursuant to and in
accordance with Articles 2357 and 2357-ter of the
Italian Civil Code, as well as Article 132 of Legislative
Decree No. 58 of 24
February 1998 and Article 144-bis of the Regulations approved
by Consob in Resolution 11971/1999, as subsequently amended,
for the purchase and disposal of own shares, to a maximum of
No. 120,000,000 (one hundred and twenty million) shares, and
in any case within the limits set by law, subject to
revocation of the resolution taken on 19 April 2011.
Extraordinary Session
(i) elimination of the par value of the ordinary and savings shares in circulation, with subsequent amendment to Articles 5 (share capital), 23 (balance sheet, profits and interim dividend) and 24 (winding-up and liquidation) of the company By-laws;
(ii) granting to the Board of Directors, pursuant to Article
2443 of the Italian Civil Code, for a term of five years from
the date of the resolution, the power to increase the share
capital against consideration and in separable way, pursuant
to Article 2439, paragraph 2, of the Italian Civil Code, in
one or more times, for
a maximum amount of nominal Euro 40,000,000 (forty million),
through the issuance of maximum No. 40,000,000 (forty
million) ordinary shares with regular entitlement to
dividends, exclusively and irrevocably for incentive plans
based on financial instruments for the benefit of employees
and/or consultants and/or directors in charge of specific
offices in the Company and in the companies it controls, with
consequent amendment of Article 5 (share capital) of the
Company By-laws.
On conclusion of the Shareholders' Meeting, the Board of
Directors of Gemina, under the Chairmanship of Mr. Fabrizio
Palenzona, met to confirm Mr. Massimo Pini in his position as
Vice President and Mr. Carlo Bertazzo in his position as
Managing Director, and to grant him the relevant powers.
After having verified whether or not the Board Members Carlo
Bertazzo, Piergiorgio Peluso and Massimo Pini, appointed
during today's Shareholder's Meeting, comply with the
necessary independence requirements, the Board of Directors
found that the non-executive Directors Piergiorgio Peluso and
Massimo Pini do not have the necessary independence
requirements.
Based on the current composition of the Board of Directors,
the Board Members Giuseppe Angiolini, Giuseppe Bencini,
Giovanni Fontana and Sergio Iasi therefore comply with the
independence requirements based on the criteria indicated in
the Code of Self-Regulation and in the Consolidation Act
issued by the Treasury.
The Board of Directors approved the Stock Option Plan
Regulations, implementing the Plan, details of which will be
made known within the date of publication of the Remuneration
Report as per art. 123-ter of the Treasury Consolidation Act
(TUF).
In view of the resignation tendered by the Board Member Dr.
Aldo Minucci on 30 January
2012, the Board also voted not to replace him, bearing in
mind the proximity of the Shareholders' Meeting called
to approve the Financial Statements for the year 2011, and to
postpone all decisions in that regard until the
Shareholders' Meeting in question.
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Contacts:
External Communication Massimiliano Paolucci Tel.: + 39
06/6595.24725
Mobile: + 39 335.382667 e-mail: pressoffice@adr.it
www.gemina.it