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Dmail Group S.p.A. : The Extraordinary Annual Meeting of the Shareholders of Dmail Group S.p.A. approved an increase in capital

05/11/2012 | 02:25pm US/Eastern

FINANCIAL RELEASE

The Extraordinary Annual Meeting of the Shareholders of Dmail Group S.p.A. approved:

- Amendments to the company's articles of association

- Increase in capital of 15 million euro in combination with a free warrant for each newly issued share

Milan, 11 May 2012 - An extraordinary session of the Annual General Meeting of the Shareholders of Dmail Group S.p.A., company listed in the Star segment of Borsa Italiana, chaired by Andrea Zanone Poma, was held earlier today following the postponement resolution passed by the Shareholders during the Annual General Meeting held, on second call, on 7 May 2012.

The Extraordinary meeting of Dmail Group S.p.A. resolved as follows: (i) to eliminate the nominal value of the ordinary shares of Dmail Group S.p.A., pursuant to Articles 2328 and 2346 of the Italian Civil Code and (ii) to unify, at the date determined in agreement with Borsa Italiana S.p.A. and any other Authority having jurisdiction, under one ordinary share with regular outstanding dividend-right shares any 5 (five) ordinary shares held, without proceeding, in the absence of a nominal value, to the reduction of the share capital, which will therefore be divided into 1,530,000 (one million five hundred and thirty thousand) ordinary shares.
With reference to the appropriate actions to be pursued under Article 2446 of the Italian Civil Code, the Extraordinary Meeting of the Shareholders of Dmail Group S.p.A., based on the amendment proposals put forward by the Company's Shareholders, resolved to proceed with an increase in capital, with share issue by payment and in tranches, for an overall total of Euro 15,000,000.00, before 31 December 2012, through the issue of new ordinary shares without nominal value, common stock in combination with warrants free of charge, to be optioned (a warrant every newly issued share) to the shareholders pursuant to Article 2441 (1) of the Italian Civil Code and simultaneous increase of the share capital, by payment and in tranches for a total of Euro 15,000,000.00, to be carried out by 31 December 2015, covering the exercise of the warrants. Warrants may be exercised at any time after the 120th day following the earlier between the date of 31 December 2012 or the execution date of the capital increase approved by the Shareholders at the extraordinary meeting held earlier today and until 15 December 2015.
The Meeting has also resolved to confer, among other things, upon the Board of Directors, any widest powers, which may not be delegated, for the execution, including in more than one tranche, of the aforementioned capital increase and, in particular: (a) define the issue price of new ordinary shares arising from the capital increase and to be offered in option to the shareholders pursuant to Article 2441 (1) of the Italian Civil Code and the relevant premium, to be determined in proximity of optioned offer; and (b) define the exercise price of the warrants and, therefore, the issue price of the relevant shares and their premium, the sum of which may in no event be lower than the issue price of ordinary shares arising from the capital increase offered in option to the shareholders for the purposes of Article 2441 (1) of the Italian Civil Code, and the relevant premium, and define the maximum number of ordinary shares to be issued to cover the warrants and the relevant exercise ratio.
Option rights which are not exercised during the relevant offer period shall be offered in the Stock Exchange by the
Company for at least five open market days, pursuant to Article 2441 (3) of the Italian Civil Code.
It should also be pointed out that, subject to the company entering into an agreement with the credit institutions regarding the renegotiation of the existing loans, the shareholders Smalg S.p.A., Norfin S.p.A. and Banfort Consultadoria e Servicos Lda irrevocably undertook to pay a share of the capital increase to be optioned out to the shareholders under Article 2441 (1) of the Italian Civil Code, for a total of approximately Euro 4.2 million (in particular Smalg S.p.A. already undertook to subscribe Euro 2.6 million, Norfin S.p.A. Euro 1.4 million and Banfort Consultadoria e Servicos Lda Euro 0.2 million).
It is also worth pointing out that on 2 May 2012, CONSOB transmitted to the Company a request for disclosures to be provided during the Meeting pursuant to Article 114 (5) of Legislative Decree no. 58/98. Earlier today a new notice was given of the disclosures provided during the Meeting of 7 May 2012. For further information on the content of such disclosures reference should be made to the press release already issued on 7 May 2012 and available on the website of the Company www.dmailgroup.it, Section "Financial Releases".

Dmail Group S.p.A. Image Building S.r.l.

Francesco Berti Simona Raffaelli, Alfredo Mele, Valentina Bergamelli

Investor Relator Media Relations Tel. 02 5522941 Tel. 02 89011300 investor.relations@dmailgroup.it dmail@imagebuilding.it

Dmail Group S.p.A., listed in the Star 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 first local media network in Northern Italy. Consisting of 42 local publications, Netweek has a circulation of 600 thousand copies and more than 3.5 million weekly readers. Dmedia also publishes the Netweek.it website, the local news portal. Further information on the company is available on the website: www.dmailgroup.it.

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