AGM Information • Apr 12, 2019
AGM Information
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Tiscali S.p.A. Registered office: Cagliari, Località Sa Illetta, s.s. 195 km.2,3. Subscribed and paid-in share capital EUR 43.065.376,20 Tax Code, VAT number and Cagliari Register of Companies no. 02375280928. REA registration no. 191784
Shareholders are hereby informed that the Ordinary and Extraordinary Shareholders' Meeting is convened, on a single call, for May 13 2019 at 3 pm at the registered office of the Company to discuss and resolve upon the following.
1. Approval of the financial statements as at 31 December 2018. Related and consequent approvals.
2. Proposal to replenish the stock option reserves by reducing the share capital. Related and consequent resolutions.
3. Examination of the first section of the Remuneration Report drafted pursuant to dell'art. 123 ter Legislative Decree 58/1998. Related and consequent approvals.
Subjects for whom the company has received a communication from an authorized intermediary certifying, based on the evidence relating to the close of the accounting day of May 2 2019 (record date), ownership of voting rights, are entitled to take part in the Shareholders' Meeting. Those who are holders of shares after the aforementioned date shall not be entitled to attend and vote at the Shareholders' Meeting.
Each party entitled to participate may be represented by means of proxy, conferred in accordance with the legal provisions, with the right to use the proxy form available on the company website www.tiscali.com section Governance/Shareholders' Meetings.
As regards the notification of proxies, including electronically, the instructions on said form must be followed.
Shareholders may ask questions on the items on the agenda also before the shareholders' meeting, by sending a letter addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari or by registered email at the address [email protected]. The question must be accompanied by the personal details of the requesting shareholder (name and surname or name of entity or company, place and date of birth and tax code).
Those who certify that they own shares as at May 2 2019 (record date) are entitled to obtain a reply. To this end, the depositary intermediary must produce, also after the question, a communication effective up until the aforementioned date certifying that said requesting party owns shares, addressed to [email protected]. In the event the shareholder has asked his/her depositary intermediary for a communication attesting to the legitimate right to participate in the shareholders' meeting, it will be sufficient to include in the request the references of said communication issued by the intermediary or, at the very least, the name of said intermediary.
A response shall be provided to the questions received by May 10 2019, after having verified their pertinence and the requesting party's right to participate, via the means indicated by the requesting party (fax or e-mail) or, at the latest, at the Shareholders' Meeting.
Shareholders who, including jointly, represent at least one fortieth of share capital may request, by April 22 2019, additions to the list of items to be dealt with or present further proposals on items already on the agenda.
Requests must be presented in writing via registered letter with return receipt addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari – attention of the Legal Office, or by certified email to [email protected], and must reach the company within the above terms, accompanied by a report on the subjects they would like to have discussed or on the additional proposals.
Certification of ownership of the shares by the requesting shareholders and of the interest necessary to request additions must be provided via a specific communication produced by the depositary intermediary, effective as at the date of said request, addressed to [email protected]t.
The full text of the proposed resolutions, together with the reports describing the agenda items, is available to the public at the company's registered office, on the company's website (www.tiscali.com) and on the circuit, managed by Spafid Connect. The annual financial report, as well as all the documents submitted to the Shareholders' Meeting, will be published within April 22 2019. An extract of this notice will be published in the daily newspaper IlGiornale on 13 aprile 2019.
Share capital amounts to EUR 43.065.376,20 and is divided into 3.981.880.763 ordinary shares with no par value.
Cagliari, April 12 2019 On behalf of the Board of Directors Alex Kossuta, CEO
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