Registered and Administrative Office: Corso Vittorio Emanuele II 15 - 20122 Milan (MI) Share capital 15,300,000 Euro - Tax Code, VAT Registration and Companies Register Number:
12925460151
Website: www.dmailgroup.it
NOTICE OF ORDINARY AND EXTRAORDINARY MEETING OF THE SHAREHOLDERSAll Shareholders are invited to attend the Ordinary and Extraordinary Shareholders' Meeting which will be held at the company's office in Corso Vittorio Emanuele II n.15, Milan, on 26 October 2012, at 9.30 hours on first call and, if required, on second call on 29 October 2012 at 9.30, again at the company's office on second call for the extraordinary part only, and at Centro Congressi Palazzo Stelline in Corso Magenta no. 61, Milan, at 9.30 on 30 October 2012 hours, on second calling for the ordinary part and on third calling for the extraordinary part, in order to pass resolutions on the following:
AGENDA
Extraordinary matters
1. Presentation of the balance sheet at 30 June 2012 which shows losses relevant for the purposes of Article 2447 of the Italian Civil Code: recapitalization procedures pursuant to Article 2441 (5) of the Italian Civil Code, or procedures for the appointment of liquidators. Inherent and consequent resolutions.
Ordinary matters
1. Appointment of the Board of Directors by prior
determination of the number of members and the term of their
office; determination of their fees. Inherent and consequent
resolutions.
2. Appointment of the Board of Statutory Auditors and its
Chairman;
determination of their fees. Inherent and consequent
resolutions.
Detailed information on the share capital and its ownership structure can be found on the internet website: www.dmailgroup.it ("Company Profile" section).
Attendance and representation at meetings
In relation to attendance and vote, the following information
is provided
(pursuant to Article 125-bis of Legislative Decree
58/1998):
- for the purposes of article 83-sexies of
Legislative Decree 58/1998, legitimate attendance and right
to vote at the meeting are certified by a communication by
the intermediary to the Company in accordance with its
records, in favour of the person entitled to vote, based on
the evidence at closing of accounts of the seventh open
market day before the date set for the Meeting on first call,
i.e. 17 October 2012; receivable and payable records
registered to the accounts thereafter are not relevant for
the purposes of the valid exercise of the right to vote at
the Meeting.
- any person authorised to attend the Meeting
may ask to be represented by written proxy pursuant to the
applicable laws, by signing the proxy form which can be found
on the company's website (Financial Area - Company's
data - Registration of Meetings' Documents) and at the
Company's registered office. The proxy form can be sent to
the Company by registered mail to the Company's registered
office in Milan, Corso Vittorio Emanuele II, no. 15, or by
electronic mail to the certified mail address
dmailgroup@postemailcertificata.it; any prior notice does not
exempt the proxy holder from registration before access is
granted to the meeting, and from the obligation to prove the
conformity of the notified copy to the original and the
identity of the delegating party;
- the proxy can be given, at no expense for the
Shareholder, with instructions on how to vote, on all or some
of the items on the agenda, to Istifid S.p.A., Società
Fiduciaria e di Revisione, based in Milan, as Designated
Proxy Holder of the Company, pursuant to Article 135-
undecies of Legislative Decree no. 58/1998, on condition that
it must be received by the aforementioned proxy holder by the
end of the second open market day before the date of the
Meeting on first call. The proxy and voting instructions may
always be revoked within such date. The proxy is only
effective for proposals for which voting instructions have
been conferred. The proxy form and relevant instructions are
available
at the company's registered office and on the company's website www.dmailgroup.it (Financial Area - Company's Data - Registration of Meetings' Documents). The designated proxy holder can only receive proxies in accordance with the provisions of Article 135-undecies of Legislative Decree no. 58/1998;
- As set out in Article 12.3 of the Company's articles of association, the right of vote may also be exercised by correspondence, in compliance with current regulations. The voting cards are available at the company's registered office and on the company's website www.dmailgroup.it (Financial Area - Company's Data - Registration of Meetings' Documents). The envelope containing the voting card, duly undersigned, together with a copy of the communication provided by the current regulations for attendance at the Meeting and a copy of a valid identification document of the holder of the right to vote, must be sent by means of registered mail and received at least one day before the Meeting is to be held on first call at the following address: Dmail Group S.p.A. Corso Vittorio Emanuele II, n. 15 - 20122 Milan; the voting cards received after the deadline or not signed are not taken into consideration for the purposes of the Meeting's quorum nor for the purposes of the vote; votes by mail may be changed by means of a written statement communicated to the Company at least one day before the Meeting is held on first call or by express statement made by the person concerned during the Meeting;
- no procedures for voting by electronic means have been activated.
Right to question on the items on the agendathe Shareholders entitled to vote may request clarification on the items on the agenda also prior to the Meeting, and anyway before 24 October 2012, by sending their inquiries by registered mail to the company's office in Milan, Corso Vittorio Emanuele II, no. 15, or by electronic communication to the certified mail address dmailgroup@postemailcertificata.it; the right of attendance and vote must be legitimated by a communication which the qualified intermediary sends to the Company pursuant to Article 23 (1) of the Banca d'Italia - Consob Measures dated 22 February 2008 as subsequently amended; any enquiries received before the Meeting will receive a reply at the latest during the meeting itself, and the Company shall be entitled to provide a unitary reply to questions with the same contents.
Integration of the items on the agenda and presentation of new proposals for approval
Pursuant to Article 126-bis of Legislative decree no.58/98,
within ten days
from the publication of this notice (i.e. by the 25 September
2012), Shareholders representing in total at least one
fortieth of the share capital are entitled to obtain an
integration of the items on the agenda, by specifying any
items they wish to include. Such entitlement is legitimated
by a communication which the qualified intermediary sends to
the Company pursuant to Article 23 (1) of the Banca
d'Italia - Consob Measures dated 22
February 2008 as subsequently amended. The application,
together with a copy of a valid identification document, must
be sent by means of registered mail and received by the
aforementioned date at the company's address in Corso
Vittorio Emanuele II, n. 15, or at the certified mail
address: dmailgroup@postemailcertificata,it; on condition by
the same date and in the same manners any Shareholders
intending to propose items for discussion must submit a
written report for the purposes of Article 126-bis (4) of
Legislative Decree 58/1998. Shareholders with a right to vote
may individually put forward proposals for the meeting's
approval.
Any items added to the agenda for the Meeting's discussion
and further proposals for approval on items already listed on
the agenda by such procedure will be notified in the same
manner prescribed for the publication of the notice of a
call, and at least fifteen days before the Meeting is to be
held on first call. At the time of the publication of the
notice of additions to the agenda, any further proposals for
resolutions on items already on the agenda, the report
prepared by the requesting shareholders, together with any
valuations of the board of directors, will be made available
to the public, in the same manners provided for the Meeting's
documents.
No addition regarding the matters which are required by law
to be submitted for the approval of the Shareholders by the
Directors or based on a plan or report prepared by the
Directors will be allowed, other than those required for the
purposes of Article 125-ter (1), of Legislative Decree no.
58/1998. Appointment of the Board of Directors
It is worth reminding that, for the purposes of Article 14 of
the Articles of Association, the Directors are appointed on
the basis of the lists submitted by the Shareholders.
It is also worth reminding that, by resolution no. 18083
dated 25 January
2012, Consob established that 4.5% of the share capital is
the minimum qualifying share for presentation of a list for
the appointment of the board of directors.
The lists must be delivered to the company's offices in
Milan, Corso Vittorio Emanuele II, n. 15, at least twenty
five days before the Meeting on first call (1º October 2012).
The ownership of the shareholding requested for the purposes
of the presentation of the list can be also proved after the
filing of the list, but no less than twenty one days before
the date of the Meeting (5
October 2012).
The
lists for the appointment of the Board of Directors may also
be submitted by fax to the Company at the number: 02/55229463
or by electronic communication to the certified email
address dmailgroup@postemailcertificata.it.
If the lists are submitted by fax or by certified e-mail, a
copy of a valid identification document of those submitting
it must also be sent.
The appointment will be in accordance with Article 14 of the By-Laws as amended during the meeting held on 13 September 2012 (the text of which is published, together with this notice, on the website of the Company www.dmailgroup.it - section Financial Area - Company's data - By-Laws) with a view to aligning the contents to the current regulations in matters of balancing of genders. In particular, the lists presenting three or more candidates must consist of candidates from both genders, in such a way that the least represented gender has at least one fifth (rounded up) of candidates. It should also be noted that the Directors must meet the requirements provided by the law and by the Articles of Association.
Details on the list filing procedures can be found in the
commentary to point
1 of the Agenda of the ordinary meeting in the
Directors' Report and, in general, in the applicable
provisions of the law and of the Articles of Association.
The lists will be made available to the public at the registered office, at the office of Borsa Italiana S.p.A. and published on the company's website: www.dmailgroup.it (Financial Area - Company Data - Meetings Documents) at least twenty-one days before the Meeting is held on first call (5 October 2012).
Appointment of the Board of Statutory Auditors
It is worth reminding that, for the purposes of Article 22 of
the Articles of Association, the Statutory Auditors are
appointed on the basis of the lists submitted by the
Shareholders.
It is also worth reminding that, by resolution no. 18083
dated 25 January
2012, Consob has established that 4.5% of the share capital
is the minimum qualifying share for presentation of a list
for appointment of the board of statutory auditors.
The lists must be delivered to the company's offices in
Milan, Corso Vittorio Emanuele II, n. 15, at least twenty
five days before the Meeting on first call (1º October 2012).
It is reminded that for the purposes of Article
144-sexies (4-quarter), of Consob Regulations 11971 dated 14
May 1999 the ownership of the shares totally held by the
shareholder/shareholders submitting the list can be also
proved after the filing of the list, but no less than twenty
one days before the date of the Meeting (5 October 2012).
In the event only one list has been submitted after the list
filing term, or if only lists submitted by Shareholders who
have relationships which are relevant for the purposes of the
pro tempore legal and regulatory provisions have been
submitted by the end of that term, then lists will be
accepted up to the third day after such date (4 October
2012); in this event the minimum threshold for presentation
of the lists is halved and shall therefore be equal to 2.25%
of the share capital.
The lists for the appointment of the Board of Statutory
Auditors may also be submitted by fax to the Company at
the number: 02/55229463 or by electronic communication to the
certified email address dmailgroup@postemailcertificata.it.
If the lists are submitted by fax or by certified e-mail, a
copy of a valid identification document of those submitting
it must also be sent.
The appointment will be in accordance with Article 22 of the By-Laws as amended during the meeting held on 13 September 2012 (the text of which is published, together with this notice, on the website of the Company www.dmailgroup.it - section Financial Area - Company's data - By-Laws) with a view to aligning the contents to the current regulations in matters of balancing of genders. In particular, the lists presenting three or more candidates must consist of candidates from both genders, in such a way that the least represented gender has at least one fifth (rounded up) of candidates
for the office of permanent statutory auditors and at least
one fifth (rounded up) of the candidates for the office of
deputy statutory auditors.
It should also be noticed that the Statutory Auditors must
meet the requirements provided by the law and by the Articles
of Association.
Details on list filing procedures can be found in the
commentary to point 2 of the Agenda of the ordinary meeting
in the Directors' Report and, in general, in the
applicable provisions of the law and of the Articles of
Association.
The lists will be made available to the public at the
registered office, at the office of Borsa Italiana S.p.A. and
published on the company's website: www.dmailgroup.it
(Financial Area - Company's Data - Registration of Meetings'
Documents) at least twenty-one days before the Meeting is
held on first call (5 October 2012).
Documents regarding the Agenda, as requested for the purposes of the current regulations, shall be made available to the public at the offices of the company in Milan, Corso Vittorio Emanuele II, no.15, and will be published also on the website of the Company: www.dmailgroup.it (Financial Area - Company's Data - Registration of Meetings' Documents) as follows:
- The Directors' Report on items 1 and 2 on the ordinary agenda, together with the publication of this notice;
- the Director's Report on the only item on the extraordinary agenda, at least 21 days before the date of the Meeting on first calling; any further documents regarding such item on the agenda will be made available to the public in accordance with the law.
Pursuant to Article 125- bis of Legislative Decree 58/1998 and
Article no. 84 of Consob Regulations no. 11971/1999, and
pursuant to Article 11 of the corporate Articles of
Association, this notice of a calling will be published on
the Company's website www.dmailgroup.it, on the
newspaper "La Nazione".
15 September 2012 On behalf of the Board of Directors
The Chairman
Angelo Rodolfi
distributed by |