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Dmail Group S.p.A. : Notice of Shareholders Meeting

04/04/2012 | 02:46pm US/Eastern

Registered and Administrative Office: Corso Vittorio Emanuele II 15 - 20122 Milan (MI) Share capital 15.300.000 euros - Fiscal Code and. VAT and Companies Register's no.

12925460151

Website: www.dmailgroup.it

NOTICE FOR ORDINARY AND EXTRAORDINARY GENERAL MEETING OF THE SHAREHOLDERS

All Shareholders are invited to attend the Ordinary and Extraordinary General Shareholders' Meeting which will be held at the company's office in Corso Vittorio Emanuele II n.15, Milan, on 6 May 2012, at 18.00 hours on first call and, if required, on second call on 7 May 2012, at the Centro Congressi Fondazione Stelline - Sala Agnesi - in Corso Magenta no. 61/63, Milan, at 15.00 hours, in order to pass resolutions on the following:

AGENDA

Ordinary matters

1. Financial Statements of "Dmail Group S.p.A." for the year ended 31 December
2011; Directors' Report for 2011; Report of the Board of Statutory Auditors; Report of Independent Auditors; inherent and consequent resolutions; presentation of the Consolidated Financial Statements at 31 December 2011 of the Dmail Group and relevant reports. Inherent and consequent resolutions.
2. Integration of the board of directors pursuant to Article 2386 of the Italian Civil Code; resolutions on the remuneration of Directors; inherent and consequent resolutions.
3. Appointment of Independent Auditors for the years 2012-2020; inherent and consequent resolutions.
4. Section I of the Remuneration Report for the purpose of Article 123-ter of
Legislative Decree 58/1998.

Extraordinary matters

1. Elimination of the stated nominal value of the outstanding ordinary shares.
Consequent amendments to the Articles of Association. Inherent and consequent resolutions.
2. Reverse split of Ordinary Shares of Dmail Group S.p.A. Consequent amendments to the Articles of Association. Inherent and consequent resolutions.
3. Measures pursuant to Article 2446 of the Italian Civil Code; inherent and consequent resolutions; proposed recapitalisation with share issue by payment and in tranches, for an overall amount of Euro 15,000,000.00, through the
issue of new ordinary shares without nominal value, common stock combined with free warrants in a measure of 1 warrant per 1 newly issued ordinary share, to be offered as option to the shareholders in accordance with Article 2441 (1) of the Italian Civil Code, and simultaneous increase of the share capital, by payment and in tranches, for an overall total of Euro 15,000,000.00 supporting the exercise of the warrants; amendments to the articles of association and inherent and consequent resolutions.

Attendance of meetings

Detailed information on the share capital and its composition can be found on the internet website: www.dmailgroup.it ("Company Profile" section).
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 in first call, i.e. 25
April 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 (3 May 2012). The proxy and voting instructions may be revoked by the
3rd of May 2012. The proxy will produce no effect on the items for which no voting instructions have been given. 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 Shareholders may request clarification on the items in the agenda prior to the Meeting, 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;
- 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.

Additions to the agenda

Pursuant to Article 126-bis of Legislative decree no.58/1998, within ten days from the publication of this notice (i.e. by the 15th of April 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 must be submitted in writing, also by means of registered mail, to the Company's registered office in Milan, Corso Vittorio Emanuele II, no. 15, or at the certified mail address dmailgroup@postemailcertificata.it provided it reaches the Company by the aforementioned deadline; by the same date and in the same manners a report on the items put forward for discussion must also be submitted by the Shareholders proposing them.

Items added to the agenda by such procedure will be notified in the same manner prescribed for the publication of the notice of call, at least ten days before the date of the Meeting on first call. At the time of the publication of the notice of additions to 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 integration is allowed to 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, other than those required for the purposes of Article
125-ter (1), of Legislative Decree no. 58/1998.

Documents

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, at the offices of Borsa Italiana S.p.A., 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 ordinary matters no. 1, 2, 3 and 4 in the Agenda, at least 30 days before the date of the Meeting on first call;
- the documents referred to in Article 154-ter, of Legislative Decree no.58/1998 (Annual Report), the documents referred to in Article 123-ter of Legislative Decree no. 58/1998 and the Directors' Report on the extraordinary matters under points 1, 2 and 3 of the Agenda, at least 21 days before the date of the Meeting on first call;
- the documents listed in Article 77 (2-bis) of Consob Regulations
11971/1999 at least 15 days before the date of the Meeting on first call, and may only be filed at the Company's registered offices.

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 wwww.dmailgroup.it, on the newspaper "La Nazione" and also dispatched to Borsa Italiana S.p.A.

5 April 2012 On behalf of the Board of Directors
The Chairman
Andrea Zanone Poma

distributed by

This press release was issued by Dmail Group S.p.A. and was initially posted at http://www.dmailgroup.it/admin/allegati/Dmail_Notice_General_Shareholders_Meeting_6-7May2012.pdf . It was distributed, unedited and unaltered, by noodls on 2012-04-04 20:43:39 PM. The issuer is solely responsible for the accuracy of the information contained therein.

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