AGM Information • Mar 18, 2021
AGM Information
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| Informazione Regolamentata n. 1967-12-2021 |
Data/Ora Ricezione 18 Marzo 2021 20:22:13 |
MTA | |
|---|---|---|---|
| Societa' | : | doValue S.p.A. | |
| Identificativo Informazione Regolamentata |
: | 143774 | |
| Nome utilizzatore | : | DOVALUEN01 - Franchi | |
| Tipologia | : | REGEM; 3.1 | |
| Data/Ora Ricezione | : | 18 Marzo 2021 20:22:13 | |
| Data/Ora Inizio Diffusione presunta |
: | 18 Marzo 2021 20:22:14 | |
| Oggetto | : | doValue S.p.A. - Calling of the Ordinary Shareholders' Meeting dated April 29, 2021 |
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| Testo del comunicato |
Vedi allegato.
Rome, March 18, 2021
The Board of Directors of doValue S.p.A. (the "Company" or "doValue"), meet today, has resolved, among the others, to call the Ordinary Shareholders' Meeting on 29th April 2021, in single call.
The notice of calling of the ordinary Shareholders' meeting of the next April 29, 2021 has been published today and it is available at the registered office, on the Company's website at www.dovalue.it, in the section "Governance - Shareholders' Meeting April 29, 2021", as well as on the "eMarket Storage" storage mechanism, and accessible on the website .
The notice of calling is attached hereto and will be also published, in extract form, in the newspaper MF/Milano Finanza on March 19, 2021.
In accordance with art. 106, par. 4, of the Italian Decree Law no. 18 of 17 March 2020 concerning measures related to the epidemiological emergency from COVID-19", it is highlighted that the attendance and the exercise of the vote rights by those who have the right to vote in the Shareholder's meeting will take place exclusively by way of Designated Representative in accordance with Art. 135-undecies of the Consolidated Finance Law, pursuant to the indications provided by the specific paragraph of the notice calling.
Simultaneously to the publication of the notice of calling, the documentation concerning the Shareholder's meeting relating to the items set out in points 4 and 5 of the agenda, will be available at the Company's registered office, after setting a date, on the Company's website at the address www.dovalue.it, in the section "Governance - Shareholders' Meeting 29 April 2021", as well as at the "eMarket Storage" storage mechanism, and consultable at the website .
The further documentation concerning the items submitted to the approval of the Shareholders' Meeting will be made available in the manner and within the time limits prescribed by the law.
doValue, formerly doBank S.p.A., is the leading operator in Southern Europe in credit management and real estate services for banks and investors. Present in Italy, Spain, Portugal, Greece and Cyprus, doValue has more than 20 years of industry experience and manages assets of approximately €160 billion (gross book value) with around 3,200 employees of an integrated range of services: special servicing of NPLs, UTPs, early arrears and performing positions, real estate servicing, master servicing, data processing and provision and other ancillary services. doValue is listed on the MTA (Mercato Telematico Azionario) operated by Borsa Italiana S.p.A. and, including the acquisition of Altamira Asset Management and doValue Greece, recorded preliminary gross revenues in 2020 of about €418 million and an EBITDA ex non-recurring items of about €125 million.
Image Building Investor Relations – doValue S.p.A.
Simona Raffaelli – Emilia Pezzini [email protected] [email protected] 06 47979154
The Extraordinary and Ordinary Shareholders' Meeting for the day of 29 April 2021, at single convocation, at 10:00 am, in Rome, at the offices of doValue located in Lungotevere Flaminio no. 18, to discuss and resolve on the following
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* * * * *
In order to minimise the risks associated with the current health emergency, the Company has decided to invoke the option established by Italian Decree Law dated 17 March 2020, no. 18, setting out "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses in
connection with the COVID-19 epidemiological emergency", converted with amendments into Italian Law of 24 April 2020 and the application of which has been extended, most recently by Decree Law no. 183 of 31 December 2020, converted with amendments into Italian Law no. 21 of 26 February 2021 (the "Cura Italia Decree"), to envisage that shareholders shall only attend the Shareholders' Meeting through the designated representative in accordance with Article 135-undecies of Italian Legislative Decree no. 58/98 (the "Consolidated Finance Law"), without physical participation by the shareholders.
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In accordance with Article 83-sexies of the Consolidated Finance Law and Art. 8 of the Articles of Association, the legitimacy to attend at the Shareholders' Meeting and to exercise the right to vote - which may occur exclusively by way of the Designated Representative - is subject to the Company receiving the communication issued by an authorised intermediary in accordance with existing regulations certifying ownership of the Shares based on the contents of its accounting records at the end of the accounting day of the seventh open market day before the date for the Shareholders' Meeting at single convocation (namely 20 April 2021 - record date). Those who come to hold shares after that date will not have the right to attend and vote at the Shareholders' Meeting.
The communication of the intermediary must reach the Company by the end of the third trading day before the date of the Meeting and, therefore, by 26 April 2021. The legitimacy to attend and vote remains valid if the communications are received by the Company beyond the aforementioned deadline, provided that it is before the beginning of the Shareholders' Meeting works.
The Directors, the Auditors, the representative of the independent auditing company and the Designated Representative pursuant to Article 135-undecies of the Consolidated Finance Law (T.U.F.) may attend the Shareholders' Meeting using remote connection systems that allow identification, in compliance with existing applicable regulations; the secretary of the meeting and the Notary will be present at the place where the Shareholders' Meeting is called.
In accordance with Art. 106 of the Cura Italia Decree, attendance of the Shareholders' Meeting by those entitled to vote shall take place exclusively through Società per Amministrazioni Fiduciarie Spafid S.p.A. with registered office in Milan ("Spafid"), as the Company's Designated Representative in accordance with Art. 135-undecies of the Consolidated Finance Law ("Designated Representative").
The delegation can be conferred, at no cost to the delegating party (apart from any postage costs) with voting instructions given on all or some of the proposals on the agenda, through the specific form available, following the instructions for its completion and transmission, on the Company's website at www.dovalue.it in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section. The delegation with the voting instructions must be sent, together with the copy of a valid identification document of the delegating party or, if the delegating party is a legal entity, of the legal representative pro tempore or other subject duly empowered as necessary, together with documentation able to attest to such qualification and powers, to the Designated Representative and received by it by the end of the second trading day before the date of the Shareholders' Meeting (i.e. by 27 April 2021), in any of the following ways: i) sending of an electronic copy (PDF) to the certified e-mail address [email protected] (subject: "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)) from their own
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certified e-mail address (or, for lack thereof, from their own e-mail address sending the electronic document signed by means of qualified electronic or ature); ii) sending of the original copy, by courier or recorded delivery with A/R to Spafid S.p.A., Foro Buonaparte n. 10, 20121 Milan (Ref. "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)) sending an electronic copy (PDF) ahead by ordinary e-mail to [email protected] (subject line "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)).
By the aforementioned deadline of 27 April 2021, the delegation and voting instructions may always be revoked by the methods indicated above.
It is noted that the shares for which the delegation has been granted, even partial, are calculated for the purposes of the due constitution of the Shareholders' Meeting.
In accordance with the aforementioned Decree, the Designated Representative may also be granted delegations and/or sub-delegations pursuant to Article 135-novies of the Consolidated Finance Law (T.U.F.), in derogation of Art. 135-undecies, paragraph 4 of the Consolidated Finance Law.
Those who do not wish to use the intervention method envisaged by Art. 135-undecies of the Consolidated Finance Law, may, alternatively, grant to the Delegated Representative itself a delegation or sub-delegation pursuant to Art. 135-novies of the Consolidated Finance Law, necessarily containing voting instructions on all or some of the proposals on the agenda, by using the appropriate delegation/sub-delegation form, available on the Company's website at www.dovalue.it in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section.
For the granting of delegations/sub-delegations the procedures set out in the delegation form must be followed. The delegation must be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the shareholders' meeting works). The delegation and voting instructions may always be revoked by the above deadline by the methods indicated above.
For any clarifications regarding the granting of the delegation to the Designated Representative (and in particular regarding the completion of the delegation form and the voting instructions and their transmission), Spafid can be contacted by e-mail at [email protected] or at the following telephone number (+39) 0280687.335 - 0280687.319 (on open office days, from 9:00 am to 5:00 pm).
The Company reserves the right to supplement and/or amend the above instructions in consideration of the intervening needs as a result of the current epidemiological emergency situation from COVID-19 and its developments that cannot currently be foreseen.
In accordance with Art. 126-bis of the Consolidated Finance Law (T.U.F.), Shareholders who, jointly or separately, represent at least one-fortieth of the share capital may request, within ten days of the publication of this notice and, therefore, by 28 March 2021, the addition to the agenda, specifying in the request the proposed additional items or submit resolution proposals concerning items already included in the agenda by this call notice.
Shareholders for whom the Company has received an ad hoc communication by an intermediary authorised by applicable legal regulations are entitled to request that further items be added to the agenda or to present new resolution proposals.
The requests for addition and the other proposals of resolution must be submitted in writing and must be received by the Company by 28 March 2021, by recorded delivery letter at the registered office of the Company, Viale dell'Agricoltura n. 7, 37135 Verona (for the attention of Ufficio Affari Societari (Corporate Affairs Office), or by certified e-mail [email protected] - with CC to [email protected] (indicating, in the message accompanying the request, a telephone number, fax number or e-mail address of the sender).
By the aforementioned deadline of ten days, the proposing Shareholders must submit a report stating the reasons for the proposed resolutions on the new subjects they are proposing to discuss or the reasons for the further proposed resolutions presented on items already in the agenda.
The supplementation of the agenda is not allowed for the matters on which the Shareholders' Meeting resolves, according to the law, on the proposal of the Directors or on the basis of a project or a report prepared by them.
Any additions to the agenda or the presentation of further resolution proposals will be announced by the Company, with the same procedures for publishing this notice, at least fifteen days before the date of the Shareholders' Meeting.
Due to the fact that the intervention in the Shareholders' Meeting and exercise of voting rights can only take place through the Company's Designated Representative, for this Shareholders' Meeting, in order to make it possible for those concerned to exercise the right pursuant to Art. 126-bis, paragraph 1, penultimate sentence of the Consolidated Finance Law, it is envisaged that the Shareholders can individually present the Company with proposed resolutions on the items on the agenda by 13 April 2021 so that the Company can thereafter publish them.
Proposals of resolution must be submitted in writing and received by the specified deadline, sent by recorded delivery letter to the registered office of the Company, Viale dell'Agricoltura 7, 37135 Verona (for the attention of Ufficio Affari Societari (Corporate Affairs Office), or by certified e-mail [email protected] - with CC to [email protected] (indicating, in the message accompanying the request, a telephone number, fax number or e-mail address of the sender), together with a specific communication attesting to the legitimacy to exercise said right, issued by qualified intermediaries in accordance with the law.
The proposed resolutions received in accordance with the terms and conditions set out above will be published on the Company's website by 14 April 2021, so that all those with voting rights can examine then and consequently confer delegations and/or sub-delegations with the related voting instructions, on the Designated Representative. For the purpose of the foregoing, the Company reserves the right to verify the pertinence of the proposals with respect to the items on the agenda, their completeness and their conformity with applicable provisions, as well as the legitimacy of those making the proposals
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In accordance with Art. 127-ter of the Consolidated Finance Law, those who have the right to vote in the Shareholders' Meeting and in favour of whom the Company has received a specific communication from an authorised intermediary under current legislation, may ask questions on the agenda items before the Shareholders' Meeting.
Requests must be sent to the Company, in writing, by means of recorded delivery, to the registered office of the Company, Viale dell'Agricoltura 7, 37135 Verona (for the attention of Ufficio Affari Societari (Corporate Affairs Office), or by certified e-mail to [email protected], with CC to [email protected].
Questions must be received by the Company by the seventh open market day prior to the date set for the Shareholders' Meeting, i.e. 20 April 2021.
Questions received by this deadline will be answered at least two days before the Shareholders' Meeting, including through publication in a specific section of the Company's website www.dovalue.it in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section. The Company may provide a single answer to multiple questions with the same content.
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The Company's Board of Directors, pursuant to art. 13.1 of the Articles of Association, numbers at least seven and no more than eleven members, determined by the Shareholders' Meeting within these limits.
The Directors shall be elected by the Ordinary Shareholders' Meeting based on lists submitted by the Shareholders or by the Board of Directors in office, which shall indicate no more than eleven candidates numbered progressively.
With the exception of any list presented by the Board of Directors, those entitled to present lists are all those who are entitled to vote who, alone or together with others, at the time the lists are presented, are holders of shares with voting rights representing at least 2.5% of the share capital (pursuant to Art. 13.10 of the Articles of Association and Consob Resolution no. 44 of 29 January 2021). It should be noted that the ownership of the minimum shareholding required for the presentation of the lists, to the extent indicated above, is determined having regard to the shares that are registered in favour of the individual shareholder, or several shareholders jointly, on the day on which the lists are filed on the Company.
Each entity legitimated to vote (as well as (i) the legitimated entities belonging to the same group, thereby meaning the controlling entity, even non-corporate, in accordance with Art. 2359 of the Italian Civil Code and all subsidiaries of, or under the joint control of, the same subject, namely (ii) those adhering to a single shareholders' agreement pursuant to the Consolidated Finance Law, or (iii) legitimated entities that are otherwise connected to each other by of significant relationships in accordance with applicable laws and/or regulations in force and applicable) may present or participate in the presentation of only one list, just as each candidate may appear on only one list, under penalty of ineligibility..
Each list shall be made up of a number of candidates meeting the requirements of independence set forth by the statutory provisions from time to time applicable to Independent Directors such as to ensure the minimum number required by the statutory and regulatory provisions.
The composition of the Board of Directors shall ensure gender balance in accordance with applicable statutory and regulatory provisions. Each list that has a number of candidates equal to or greater than three must be made up of candidates belonging to both genders, so as to ensure respect of the gender balance at least to the minimum extent required by the legislation, including regulatory, in force at the time.
Lists of candidates must be deposited by 04 April 2021- in one of the following manners: (i) by hand delivery to the Company's registered office at Viale dell'Agricoltura 7, 37135 Verona, Corporate Affairs Department, during normal office hours; (ii) by certified e-mail to [email protected], with CC to [email protected]. At the time of filing, information must be provided to identify the subject who transmits the lists. The certification certifying the ownership of the minimum shareholding required for the presentation of
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the lists, to the extent indicated above, may also be produced subsequent to the filing of the list, provided that at least twenty-one days before the date of the Shareholders' Meeting (08 April 2021), by communication issued by an authorised intermediary in accordance with current legislation.
The lists must be accompanied by the documentation and information required by the Articles of Association and by current regulations. To this end, it should be noted in particular that, together with the lists, they must be provided:
Lists for which the above provisions are not observed pursuant to Art. 13 of the Articles of Association are considered as not having been submitted.
Shareholders are invited, in determining the number of members of the Board and in presenting the lists, to pay the utmost attention to the "Guidelines on the qualitative and quantitative composition of the Board of Directors considered optimal", which contains the analysis carried out by the outgoing Board on its qualitative/quantitative composition considered suitable for the purpose of the proper performance of its functions, in compliance with the applicable provisions on corporate governance - together with the "Policy on the maximum number of offices that can be held by directors of doValue S.p.A.".
Those presenting a list containing more than half the number of members to be elected are also asked to provide information, in the documentation submitted for depositing the list, on the compliance of the list with the guidelines given by the Board of Directors and to indicate the candidate to the office of Chairman of the Board of Directors. For more information on the appointment of the Board of Directors, refer to Art. 13 of the Articles of Association and the Explanatory Report on the related item on the agenda, which will be made available to the public in accordance with the terms and conditions of current legislation.
Lists that have been properly presented will be made available to the public, at least 21 days before the Shareholders' Meeting, and, therefore, no later than 08 April 2021, at the Company's registered office, on the Company's website at www.dovalue.it, in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance – Shareholders' Meeting 29 April 2021) section and on the storage mechanism called "eMarket
Storage", managed by Spafid Connect SpA and available for consultation on the website .
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The Shareholders' Meeting shall appoint the Board of Statutory Auditors, composed of three Statutory Auditors. The Shareholders' Meeting shall also appoint two Alternate Auditors. The Company's Board of Auditors will be appointed in compliance with the provisions of Art. 23 of the Articles of Association, to which specific reference is made for all aspects not described hereto.
The appointment of the Statutory and Alternate members of the Board of Statutory Auditors takes place on the basis of lists presented by legitimate persons, in which the candidates must be listed by means of a progressive number. The lists are to split into two sections, indicating, respectively, up to 3 (three) candidates for the office of Statutory Auditor and up to 2 (two) candidates for the office of Alternate Auditor.
The right to present lists for the appointment of Auditors lies with those entitled to vote who, alone or together with others, are holders of shares with voting rights representing at least 2.5% of the share capital (pursuant to Art. no. 23.6 of the Articles of Association and Consob Resolution no. 44 of 29 January 2021). It should be noted that the ownership of the minimum shareholding required for the presentation of the lists, to the extent indicated above, is determined having regard to the shares that are registered in favour of the individual shareholder, or several shareholders jointly, on the day on which the lists are filed on the Company.
If lists are presented for candidates to the position of Statutory auditor and Alternate auditor, at least the first candidate for the role of Statutory Auditor and at least the first candidate for that of Alternate Auditor, indicated in the respective sections, must have been registered for at least three years in the Register of Statutory Auditors and must have exercised statutory accounts auditing activity for a period of no less than 3 (three) years; each section for the appointment to Statutory Auditor and to Alternate Auditor must present a number of candidates belonging to the least represented gender which guarantees, within that section, respect of the gender balance at least to the minimum extent required by the legislation, including regulatory, in force. No candidate shall be included in more than one list, under penalty of disqualification from his/her candidacy.
With specific regard to the preparation of the lists and the composition of the Board of Statutory Auditors, it should be noted that may not be elected Statutory Auditors, and if elected fall from office, those who exceed the limits of the number of offices, or for which causes of ineligibility occur, of incompatibility and forfeiture or who do not meet the requirements of integrity and professionalism, as well as any other requirement established by the current provisions of law and regulations. In accordance with Art. 1, paragraph 2, letters b) and c) of the Decree of the Ministry of Justice 30 March 2000, no. 162, establishing the requirements of professionalism and integrity, matters relating to commercial law and tax law, business economics and business finance, as well as matters relating to the financial and banking sectors are considered to be closely related to the Company's activities. The Auditors may hold administration and control positions in other companies within the limits established by the provisions, also regulatory, in force.
Each entity legitimated to vote (as well as (i) the legitimated entities belonging to the same group, thereby meaning the controlling entity, even non-corporate, in accordance with Art. 2359 of the Civil Code and every company controlled by or under the common control of the same entity or (ii) the parties to the same shareholder agreement pursuant to Art. 122 of the Consolidated Finance Law no. 58 of the Consolidated
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Finance Law, or (iii) legitimated entities that are otherwise connected to each other by of significant liaison relationships in accordance with applicable laws and/or regulations in force and applicable) may present or participate in the presentation of only one list, just as each candidate may appear on only one list, under penalty of ineligibility.
Lists of candidates must be deposited by 04 April 2021 in one of the following manners: (i) by hand delivery to the Company's registered office at Viale dell'Agricoltura 7, 37135 Verona, Corporate Affairs Department, during normal office hours; (ii) by certified e-mail to [email protected], with CC to [email protected]. At the time of filing, information must be provided to identify the subject who transmits the lists. The certification certifying the ownership of the minimum shareholding required for the presentation of the lists, to the extent indicated above, may also be produced subsequent to the filing of the list, provided that at least twenty-one days before the date of the Shareholders' Meeting (08 April 2021), by communication issued by an authorised intermediary in accordance with current legislation.
Together with the lists, and again by the deadline indicated above, the legitimated entities that have submitted them must also file the additional documentation and declaration required by the legislation, even regulatory, in force each time. To this end, it should be noted in particular that, together with the lists, they must be provided:
Lists that do not comply with the requirements outlined above shall be deemed not to have been submitted.
Please note that if the deadline should pass for the deposit of lists and only one list has been deposited, or only lists presented by shareholders that are connected in accordance with Art. 144-quinquies of the Issuers' Regulation, lists may be submitted up to the third day after that date (and, therefore, until 07 April 2021). In this case, the threshold for the presentation of the lists will be reduced by half and will therefore be equal to 1.25% of the share capital.
For more information on the appointment of the Board of Auditors, refer to Art. 23 of the Articles of Association and the Explanatory Report on the related item on the agenda, which will be made available to the public in accordance with the terms and conditions of current legislation.
Lists that have been properly presented will be made available to the public, at least 21 days before the Shareholders' Meeting, and, therefore, no later than 08 April 2021, at the Company's registered office, on the
Company's website at www.dovalue.it, in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance – Shareholders' Meeting 29 April 2021) section and on the storage mechanism called "eMarket Storage", managed by Spafid Connect SpA and available for consultation on the website .
The Shareholders' Meeting documentation, including the Board of Directors' explanatory reports required by applicable regulations on the agenda items and resolution proposals, will be made available to the public within the terms and in the manner provided for by current legislation, with the right to obtain a copy for Shareholders and those entitled to vote.
This documentation will be available at the Company's registered office, Viale dell'Agricoltura, 7, 37135 Verona, by prior appointment made by e-mailing [email protected], as well as on the Company's website at the address www.dovalue.it, in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section" and at the "eMarket Storage" storage mechanism, managed by Spafid Connect S.p.A. and available for consultation at the website .
The subscribed and paid-up share capital amounts to EUR 41,280,000.00 represented by 80,000,000 ordinary shares, with no par value.
On this notice date, the Company held 651.542 treasury shares.
Each ordinary share gives the right to one vote.
In order to exercise shareholders' rights, due to the emergency of COVID-19, the Company recommends the use of the forms of remote communication indicated in this notice.
Finally, the Company reserves the right to supplement and/or amend the content of this notice should it become necessary as a result of the evolution of the current COVID-19 emergency situation.
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This call notice is published today on the Company's website www.dovalue.it, at the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section and at the "eMarket Storage" storage mechanism, managed by Spafid Connect S.p.A. and available for consultation at the website , and, in extract, in the newspaper MF/Milano Finanza, on 19 March 2021.
Rome, 18 March 2021
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For the Board of Directors
The Chairman
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