AGM Information • Mar 23, 2018
AGM Information
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| Informazione Regolamentata n. 0915-11-2018 |
Data/Ora Ricezione 23 Marzo 2018 09:52:43 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | LANDI RENZO | |
| Identificativo Informazione Regolamentata |
: | 100790 | |
| Nome utilizzatore | : | LANDIN02 - Cilloni | |
| Tipologia | : | REGEM | |
| Data/Ora Ricezione | : | 23 Marzo 2018 09:52:43 | |
| Data/Ora Inizio Diffusione presunta |
: | 23 Marzo 2018 09:52:44 | |
| Oggetto | : | call of shareholders'meeting | |
| Testo del comunicato |
Vedi allegato.
via Nobel, 2 | 42025 Corte Tegge | Cavriago (RE) | Italia | Tel +39 0522 9433 | Fax +39 0522 944044 www.landi.it | e-mail: [email protected] | Capitale Sociale € 11.250.000 i.v. | C.F. e partita IVA IT 00523300358
Those persons entitled to take part and cast their vote are hereby called to attend the ordinary shareholders' meeting in Cavriago, Corte Tegge (Reggio Emilia), via Nobel 2/4, on 24 April 2018, at 9:00 a.m., in single call, to resolve upon the following
The share capital is Euro 11,250,000.00, fully subscribed and paid up, and is represented by 112,500,000 ordinary shares with a nominal value of Euro 0.10 each. Each ordinary share gives a right to one vote in the ordinary and extraordinary shareholders' meetings of the Company, save for the provisions of articles 6-bis, 6-ter and 6-quater of the Company's by-laws regarding the loyalty shares. It is hereby noted that, as communicated pursuant to applicable legislation, the increase of voting rights has become effective for certain shareholders. The amount of voting rights will be published on the Company's website in accordance with the terms set out by article 85-bis, paragraph 4-bis, of the regulation issued by Consob with resolution no. 11971 of 1999 (as subsequently amended). As of the date hereof, the Company does not hold any treasury shares. Information concerning the composition of the share capital is available on the Company's website www.landirenzogroup.com/it/, section – Investors – Share Capital.
Pursuant to article 126-bis of Legislative Decree no. 58 of 24 February 1998, as amended ("TUF"), shareholders who, individually or jointly, represent at least one fortieth of the share capital can request, within 10 days of the publication of this notice of call (in other words by 2 April 2018, term to be intended as extended to 3 April 2018, the first following working day), the addition of items on the agenda, indicating in the request the additional topics they propose or submit proposals for resolutions on matters already on the agenda. The request must be submitted in writing by the proposing shareholders, together with suitable documentation attesting ownership of the shares issued by a qualified intermediary in accordance with its accounting records, by way of recorded mail sent to the address of the Company in Cavriago, Corte Tegge (Reggio Emilia), via Nobel 2/4 to the attention of the investor relator or through certified email to the following certified email address [email protected]. Within said term and by way of the same procedures, the proposing shareholders must also send to the Board of Directors a report on the items they propose to be discussed or on the additional proposals presented on the items already on the agenda.
The request to add further items to the agenda is not allowed for the topics on which the shareholders' meeting resolves, in accordance with law, upon proposal of the directors or on the basis of a project or a report drawn up by them, other than those under article 125-ter, paragraph 1, of the TUF.
Notice will be given of any additions to the list of items on the agenda or submission of new proposed resolution in addition to any reports prepared by the proposing shareholders in the same manner prescribed for the publication of this notice of call at least 15 days prior to the date set for the shareholders' meeting.
The persons who may intervene in the shareholders' meetings are those persons who, pursuant to art. 83-sexies of the TUF, meet the requirements for taking part in the shareholders' meeting and exercising the right to vote in relation to whom the Company received the notice issued by a qualified intermediary pursuant to the applicable rules attesting the ownership of the shares on the basis of its accounting records relating to the time limit of the accounting date of the seventh day on which the market is open prior to the date of the shareholders' meeting (in other words 13 April 2018). Those who became owners of shares after 13 April 2018 will not have the right to take part in or vote at the shareholders' meeting. The notice from the qualified intermediary must be received by the Company within the time limit of the accounting date of the third day on which the market is open prior to the date of the shareholders' meeting (in other words 19 April 2018) or in any case by the start of the shareholders' meeting.
Those who have the right to intervene in the shareholders' meeting may be represented in the manner provided for by the law and the rules currently in force. A copy of the proxy form may be obtained from the registered office or the site of the Company at www.landirenzogroup.com/it/, section Investors – Governance – Assembly meeting documents 2018 and from qualified intermediaries.
Where the representative delivers or sends to the Company, via certified electronic mail to be sent to the following certified email address [email protected], a copy of the proxy form rather than the original, he/she must attest compliance of the proxy form with the original as well as the identity of the person granting the proxy.
Save as indicated above, under the rules currently in force, the representative must keep the original of the proxy form and store for one year from the end of the shareholders' meeting the voting instructions received.
The proxy may be granted by way of an electronic document signed pursuant to article 21, second paragraph, of Italian Legislative Decree of 7 March 2005, no. 82, as amended, or by any other equivalent document.
Pursuant to the Company's the by-laws, the Company does not designate a representative for the granting of the proxies by those who have a right to take part in the shareholders' meeting.
According to article 127-ter of the TUF, any person entitled to vote can raise questions on the items on the agenda also prior to the shareholders' meeting provided they do so by the three previous days before the date of the shareholders' meetings (in other words by 21 April 2018) and will receive an answer at the latest during the shareholders' meeting, via certified email to be sent to the following certified email address: [email protected], accompanied by a notice issued by the qualified intermediary attesting the right to exercise a vote. Answers given in paper format placed at the disposal of each of those entitled to vote at the beginning of the shareholders' meeting will be considered to have been provided in the shareholders' meeting.
The documentation relating to the shareholders' meeting, including the reports of the Board of Directors and the proposed resolution on the items on the agenda, the annual financial report, which includes a specific section on the non-financial statement, together with the annual report about the corporate governance and ownership structure as well as the reports of the Board of Statutory Auditors and the independent auditor, and the report on remuneration, will be made available in accordance with law at the registered office and to the shareholders and the public within the prescribed time limits. The documentation will also be available on the website of the Company at the address: www.landirenzogroup.com/it/, Investors – Governance – Assembly meeting documents 2018 and at the storage mechanism at the address . The shareholders and those who are entitled to vote may obtain a copy of all the aforementioned documentation.
Cavriago, 23 March 2018 Chairman of the Board of Directors Stefano Landi
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