AGM Information • Mar 23, 2018
AGM Information
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| Informazione Regolamentata n. 1771-8-2018 |
Data/Ora Ricezione 23 Marzo 2018 09:42:26 |
MTA - Star | |
|---|---|---|---|
| Societa' | : | Avio Spa | |
| Identificativo Informazione Regolamentata |
: | 100785 | |
| Nome utilizzatore | : | AVION01 - Spaziani | |
| Tipologia | : | 3.1 | |
| Data/Ora Ricezione | : | 23 Marzo 2018 09:42:26 | |
| Data/Ora Inizio Diffusione presunta |
: | 23 Marzo 2018 09:42:27 | |
| Oggetto | : | 2018 SHAREHOLDERS' MEETING CALL NOTICE |
|
| Testo del comunicato |
Vedi allegato.
Those with the right to attend and vote are called to the Shareholders' Meeting on April 24, 2018 at 11.30 AM in single call in Milan, Via Filodrammatici No. 3, to discuss and vote upon the following
The subscribed and paid-in share capital of Avio S.p.A. amounts to Euro 90,964,212.90, comprising 26,359,346 ordinary shares, all without nominal value.
Those who, based on the communication sent to the company from an intermediary, in accordance with applicable legislation and in accordance with the accounting records at the end of the 7th trading day before the date set for the Shareholders' Meeting (i.e. April 13, 2018, "record date"), have the right to attend and vote at the Shareholders' Meeting. Those who hold shares after that date, based on the registrations on the accounts, will not have the right to attend or vote at the Shareholders' Meeting. The communication of the intermediary must be received by the company by the end of the third trading day before the date fixed for the Shareholders' Meeting (i.e. April 19, 2018). The right to attend and vote at the Shareholders' Meeting remains valid if the communication is sent to the Company outside the above-stated time period, although by the beginning of the Shareholders' Meeting.
Attendance at the Shareholders' Meeting is governed by the applicable law and regulations, in addition to the provisions of the By-Laws and the Shareholders' Meeting regulation, available on the company website (http://www.avio.com, Corporate Governance, Documents section).
Those with voting rights may be represented at the Shareholders' Meeting through written proxy, i.e. the computerised document signed in electronic form in accordance with Article 21, paragraph 2 of Legislative Decree No. 82/2005, in accordance with the applicable legal provisions, with the option to sign the proxy form available in printable form on the company website (http://www.avio.com, (Corporate Governance / 2018 Shareholders' Meeting section). Where the forms have not been made available in electronic form for technical reasons, they may be sent by faxing +39 0697285 626.
Proxy forms may be returned to the company, accompanied by photocopy of the identity document of the principal, by registered letter or certified e-mail to: Avio S.p.A., via Leonida Bissolati No. 76, Rome (Legal and Corporate Affairs Office) or by e-mail [email protected].
Prior notice does not exempt the proxy granted the right to attend the shareholders' meeting from the obligation to declare, in good faith, conformity with the original notified copy and to identify the principal.
The proxy must maintain the original proxy form and any voting instructions received for one year from the conclusion of the shareholders' meeting.
Proxy may be conferred, without incurring expense (except for any sending costs), together with voting instructions on all or a selected number of the proposals on the Agenda, to Società per Amministrazioni Fiduciarie Spafid S.p.A., with registered office in Milan, as the Designated Representative of the Company in accordance with Article 135-undecies of Legislative Decree No. 58/1998.
Proxy should contain voting instructions on all or some of the matters on the agenda and is valid only for the proposals on which voting instructions are provided. Spafid may only be granted proxy as the Designated Representative of the company.
Proxy is granted through the signing of the specific proxy form available, with the relative indications for compilation and sending, available at the registered office and on the company website (http://www.avio.com, Corporate Governance, 2018 Shareholders' Meetings Section).
An original copy of the proxy form should be sent to the stated Designated Representative by the conclusion of the second trading day before the Shareholders' Meeting (i.e. 23:59 of April 20, 2018), to the following address: Spafid S.p.A., Foro Buonaparte, 10 – 20121 Milan, Ref. "2018 Avio Shareholders' Meeting Proxy", by hand during office hours (between 9 AM and 5 PM), by Registered Letter with signed receipt or by courier. While proxy may be sent in original form, complete with voting instructions, such may be notified also electronically at [email protected]. The sending to the above certified e-mail address of the proxy form, signed digitally in accordance with the applicable regulation, satisfies the written submission requirement.
The proxy and the voting instructions are revocable by the end of the second trading day before the date fixed for the Shareholders' Meeting (therefore by 23:59 of April 20, 2018), according to the means indicated above.
The shares in relation to which proxy is conferred, also partially, are included for determining the proper constitution of the Shareholders' Meeting; in relation to the proposals for which no voting instructions have been conferred, the shares are not included for the calculation of the necessary majority and of the share capital percentage required to approve the motions.
For any clarifications concerning the conferment of proxy to the Designated Representative (and in particular with regard to the filling out of the proxy form and the voting instructions and their communication), Spafid S.p.A. may be contacted at the following telephone No.: (+39) 0280687331 (working days between 9 AM and 5 PM) or by e-mail to [email protected].
Voting may not take place through correspondence or electronic means.
Shareholders who represent, even jointly, at least one-fortieth of the share capital may request, within ten days of the publication of the present notice and therefore by April 2, 2018, a supplementation to the matters on the agenda, indicating in the request the further matters to be included on the agenda, or present proposals on matters already on the agenda.
Shareholders on behalf of whom the required communication has been sent by an authorised intermediary in accordance with the applicable regulation to the company may request supplements to the Agenda or present new proposals.
The questions should be presented in writing and to be received by the company by April 2, 2018 by means of registered letter or certified e-mail sent to the following addresses: Avio S.p.A., Legal and Corporate Affairs Office, Via Leonida Bissolati No. 76, e-mail [email protected]. By the same deadline and according to the same means, the proposing shareholders are required to present to the Board of Directors a report outlining the reasons for the proposal of the new matters on the Agenda, or the reasoning for the additional proposals on matters already on the Agenda. Shareholders may individually present proposals to the Shareholders' Meeting.
In relation to supplementation to the Agenda or the presentation of further proposals on existing matters, notice is given in the same manner prescribed for the publication of this call notice, at least 15 days before the date of the Shareholders' Meeting. At the same time of publication of the supplementation notice or of the presentation, in the same manner established for the documentation relating to the Shareholders' Meeting, the report prepared by requesting shareholders, accompanied by any evaluations of the Board of Directors, will be made available to the public.
Supplementation of the Agenda is not permitted for matters on which the Shareholders' Meeting will vote, in accordance with law, on proposals of the Directors or concerning projects or reports other than those prepared in accordance with Article 125-ter, paragraph 1 of Legs. Decree No. 58/1998.
Those with voting rights and from whom the company has received the communication from an authorised intermediary as per the applicable regulation, may submit questions on the matters on the Agenda also before the Shareholders' Meeting, therefore by April 21, 2018, through sending the questions by registered letter or certified e-mail to: Avio S.p.A., Legal and Corporate Affairs Office, Via Leonida Bissolati No. 76, e-mail [email protected].
For questions submitted before the Shareholders' Meeting, responses will be made, at the latest, during the Meeting. Responses may be provided in written form and made available to those with voting rights at the beginning of the Shareholders' Meeting. A response will not
be provided, nor at the Shareholders' Meeting, to questions submitted before the meeting, where the information requested has already been made available by the company in "Question and Answer" format on the company website (http://www.avio.com, Corporate Governance / 2018 Shareholders' Meeting section), or where responses have already been published in the same section. The company may provide a single reply to questions with the same subject matter.
The reports of the Board of Directors containing the full text of the proposals to be considered and the additional Shareholders' Meeting documentation required by applicable regulations, have been made available in accordance with law at the registered office of the company in Rome, Via Leonida Bissolati No. 76 and on the company website (http://www.avio.com, Corporate Governance, 2018 Shareholders' Meeting Section) and on the authorised storage mechanism "eMarket Storage".
In particular:
were made available to the public on March 30, 2018.
The By-Laws are available on the company website (http://www.avio.com, Corporate Governance – Documents Section).
This call notice is published in its entirety on the company website (http://www.avio.com, Corporate Governance, 2018 Shareholders' Meeting Section), on March 23, 2018, and on the authorised storage mechanism "eMarket Storage", and also in extract form in the MF (Milano Finanza) newspaper on March 23, 2018.
Those with the right to attend the Shareholders' Meeting are kindly requested to present themselves appropriately in advance of the call time of the meeting in order to facilitate accreditation and registration, which will begin at 10 AM.
Rome, March 23, 2018
For the Board of Directors The Chairman Roberto Italia
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