Pre-Annual General Meeting Information • Sep 23, 2022
Pre-Annual General Meeting Information
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Registered office: Via Tortona 37, 20144 Milan
Authorised share capital: Euro 6,024,334.80 Subscribed share capital: Euro 5,706,014.80 Tax code and VAT No. 09554160151 - Court of Milan Website: www.digitalbros.com
The Shareholder's Meeting is convened under ordinary session, on single call, at the registered office located at Via Tortona 37, Milan on October 26 th , 2022 at 09.00, to resolve the following:
The right to intervene in the Shareholders' Meeting and to exercise the right to vote is attested by a communication made to the Company by an authorized intermediary upon request of those entitled to vote, based on the accounting records as of the end of accounting day of the seventh trading day prior to the date on which the Shareholders' Meeting is convened (which is October 17 th, 2022 "record date"). Those resulting owners of shares of the Company after such date, based on the accounting records, will not be entitled to intervene and vote in the Shareholders' Meeting. Notifications from the intermediaries to the Company must comply with applicable law and shall be received by the Company within the end of the third trading day prior to the date on which the Shareholders' Meeting is convened (therefore, within October 21 st , 2022). The right to intervene and vote will be granted also to those whose relevant communication is received by the Company after the aforementioned term, provided that it is received prior to the beginning of the Shareholders' Meeting works.
The communication to the Company must be made by the intermediary at the request of the person having the right to vote.
Those who have the right to vote can be represented at the Shareholders' Meeting by means of a written proxy pursuant to the current laws. To this end, it is possible to use the proxy form issued by authorized intermediaries at the request of the entitled party or the proxy form available on the Company's website. The representative may, in place of the original, deliver or transmit to the Company a copy of the proxy, also reproduced electronically, certifying under his own responsibility the compliance of the proxy with the original and the identity of the delegator. The voting proxy conferred with an electronic document signed with a qualified electronic or ature can be notified to the Company by e-mail at [email protected]. The proxy form with the voting instructions must be sent, following the instructions on the form itself, i.e. delivery to the registered office in Milan Via Tortona 37 or attached to a certified e-mail message to [email protected], copy via e-mail [email protected], by October 24th , 2022. Within the term indicated, the proxy and the voting instructions can always be revoked in the manner referred to above. The proxy is effective only for proposals in relation to which voting instructions have been given. The Company does not designate representatives to whom the entitled parties can confer a proxy with voting instructions.
No procedures will be in place for postal voting and electronic voting.
In accordance with art. 127-ter of the T.U.F., anyone with voting rights may submit questions on items on the agenda, also prior to the Shareholders' Meeting, and, in any case, by the record date (i.e. by October 17 th, 2022), to which the Company, having verified their relevance to the matters on the agenda and the legitimacy of the party submitting them, shall provide a response, at the latest, during the Shareholders' Meeting in accordance with the procedures provided for by current legislation. Such questions - accompanied by the related notice, issued by the legally-authorized intermediary, attesting the Shareholder's entitlement to exercise this right - must be sent via registered letter or certified email to the following addresses: Digital Bros S.p.A., Via Tortona, 37, 20144 Milan [email protected]; email [email protected]. Ownership of the right to vote can be confirmed even after the sending of the questions provided that this takes place by the third day following the record date (i.e., by October 20 th , 2022). The Company may provide single answers to questions having the same contents and will not respond to questions that do not comply with the procedures, the terms and the conditions indicated above.
According to article 126-bis of the T.U.F., Shareholders representing, individually or jointly, at least one fortieth of the share capital may request, within ten days of this notice being published (by October 3 rd, 2022), the integration of the items to be discussed on the agenda, with a written request of the additional items proposed; written requests must be summitted via registered letter or certified email to the following addresses: Digital Bros S.p.A., Via Tortona, 37, 20144 Milan, [email protected]. A report on the additional items proposed for integration must be summitted within the aforementioned terms. The report will be made available to the public at the same time as the notice of integration of the items on the agenda as provided for by art.125-ter, paragraph 1 of the T.U.F..
No integrations to the agenda are permitted for the items upon which the Shareholders' Meeting resolves upon proposal by the Directors or based on a draft or report prepared by the same, pursuant to art. 126-bis, paragraph 3 of the T.U.F.. Any addition to the agenda shall be provided in the same form required for the publication of this notice of call within 15 (fifteen) days before the Shareholder's Meeting (by October 11 th, 2022). Further proposed resolutions on items already on the agenda will be made available to the public in the manner provided for by Art. 125-ter, paragraph 1 of the T.U.F., at the same time as the publication of the notice of the presentation. In accordance with art. 126-bis, paragraph 1 of the T.U.F., the person who has the right to vote can individually submit resolution proposals at the Shareholders' Meeting.
The authorised share capital amounts to Euro 6,024,334.80 of which Euro 5,706,014.80 has been subscribed. The share capital consists of 14,265,037 ordinary shares with a par value of Euro 0.4 each. At the date of this notice, the Company does not hold any treasury shares. Any change in status regarding treasury shares will be communicated at the beginning of the Shareholders' Meeting. Each ordinary share gives the right to one vote for ordinary and extraordinary Shareholders' Meeting.
The reports of the Directors and the full text of the proposed resolutions and the further documents regarding the Shareholders' Meeting set forth by the applicable laws, will be made available to the public within the terms provided for by the applicable law at the Company's registered offices and on the Company's website www.digitalbros.com (Governance Section), as well as on the authorized disclosure and storage system .
The By-laws and regulations for the Shareholders' Meeting are available in the Governance section of the Company's website at www.digitalbros.com.
This notice of call is published in full today, according to art. 125-bis of the T.U.F. and art. 8.3 of the By-laws, on the Company's website www.digitalbros.com (under the
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"Governance/Shareholders' Meeting" Section) and at the mechanism for the central storage of regulated information , as well as, as an abstract, on the newspaper "Italia Oggi".
Those entitled to attend the Shareholders' Meeting are invited to arrive well in advance of the time scheduled for the meeting.
Milan, September 23 rd
, 2022 Chairman of the Board of Directors Abramo Galante
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