NETWEEK S.P.A. 
By FINANCIAL RELEASE
The Board Of Directors Of Dmail Group S.p.A.:
- Aligned the Company's By-Laws to the regulations on the balance of genders in corporate boards
- Acknowledged the resignation of the Board Directors and the
Serving Auditors
- Authorised the Chairman to call the ordinary and extraordinary Meeting of the Shareholders respectively to reintegrate the company's boards and to approve the measures as per Article 2447 of the Italian Civil Code.
- Communicated that the General Manager Vincenzo Borgogna resigned
- Communicated that Francesco Berti waived his appointment as
Investor Relator
Milan, 13 September 2012 - Communication is given that the
Board of Directors of Dmail Group S.p.A., company listed in
the MTA segment of Borsa Italiana, in its meeting held
earlier today under the chair of Ing. Angelo Rodolfi,
resolved, for the purposes of Article 18.2 (d) of the
Company's by-laws, to amend the Company's By-Laws in order to
align the content of Articles 147-ter (1-ter) and 148, comma
(1-bis) of Legislative Decree 58/98 containing the new
regulations on the balance of genders in the corporate boards
and control bodies of the companies listed in regulated
markets, as introduced by Law 120/2011.
The Board authorised the Chairman to call the Meeting of the
Shareholders in ordinary session for 26 and
30 October 2012, respectively on first and second calling, to
proceed to the appointment of the entire Board of Directors,
of the new Board of Statutory Auditors and its Chairman, in
the light of the resignation of Directors Gianluigi Viganò,
Massimo dell'Acqua, Gianmarco Gandolfi and Stefano Valerio
and of the statutory auditors Filippo Tonolo and Angelo
Galizzi, which the company received earlier today with effect
at the time of the reappointment of the corporate boards.
Based on the communications of the Company to the public, the
resigning Directors Massimo dell'Acqua, Gianmarco Gandolfi
and Stefano Valerio do not appear to hold, directly and/or
indirectly, any ordinary shares of the Dmail Group S.p.A.
whereas the director Gianluigi Viganò directly holds 13,088
shares subsequently to the reverse split.
The Board of Directors also authorised the Chairman to call
the extraordinary Meeting of the Shareholders for the days
26, 29 and 30 October 2012, respectively on first, second and
third calling, in order to pass resolutions on the
recapitalization measures as per Article 2447 of the Italian
Civil Code, also for the purposes of Article 2441 (5) of the
Italian Civil Code., or to proceed to the appointment of
liquidators.
The Board, as already communicated on 27 August 2012 during
the approval of the Half-Year Report at
30 June 2012, is also evaluating, in consideration of the
provisions of Law 7 August 2012 no. 134, the opportunity to
resort to proceedings for the restructuring of debt /
insolvency proceedings for safeguarding all the interests
involved, whose terms will be, if applicable, promptly
communicated to the market.
Communication is given that the General Manager of the
Company, Dott. Vincenzo Borgogna, handed in his resignations
from his office, thus acknowledging that the relationship of
trust with the Company had been broken. The conduct of Dott.
Borgogna had already been subjected to assessment by the
Company. Moreover, yesterday was held the Shareholders'
Meeting of the subsidiary Dmedia Commerce for the appointment
of a new board of directors (of which Dott. Borgogna is no
longer a member).
Finally, the Board of Directors communicates that, earlier
today, Dott. Francesco Berti resigned from the office of
Investor Relator maintaining the functions of CFO and
Compliance Officer of the Company. The Chairman shall
maintain his functions pending the appointment of a third
party.
Dmail Group S.p.A., listed in the MTA segment of Borsa Italiana, conducts its business in the segments of Media
Commerce and Local Media.
In the Media Commerce area, the Group is leader in the direct, multi-channel sales, particularly online, in Italy and abroad,
of innovative and good value products branded "Dmail - Idee utili e introvabili - www.dmail.it", "Dcomfort - Idee per vivere meglio - www.dcomfort.it", "DGarden - Idee per vivere il tuo spazio verde - www.dgarden.it ", "DPets - Idee per chi ama gli animali" - www.dpets.it".
The publishing activities are managed through Dmedia Group, which controls Netweek, the leading local media network in Northern Italy. Dmedia also publishes the website Netweek.it, the local news portal. Further information on the company is available on the website: www.dmediagroup.it.
The press release is also available on the website of the
Company, www.dmailgroup.it
in the Financial area section, Financial Releases
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