AGM Information • Mar 21, 2024
AGM Information
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Société Anonyme
Registered office: 25 C, boulevard Royal, L-2449 Luxembourg, R.C.S. Luxembourg: B 124.790
(hereinaŌer, the "Company")
to the holders of shares with Common Code 259231566 and ISIN Code LU2592315662 (the "Shareholders" and singularly the "Shareholder")
The annual general meeƟng of the Shareholders of the Company (hereinaŌer, the "MeeƟng") will be held at the registered address of the Company, 25C boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg, on 23 April 2024 at 11 a.m. (CEST) Luxembourg Ɵme, to discuss and resolve on the following
The MeeƟng shall validly deliberate regardless of the percentage of the Company's corporate capital being represented. ResoluƟons shall be adopted by a simple majority of the votes cast by the Shareholders present or represented at the MeeƟng.
The rights of a Shareholder to parƟcipate at the MeeƟng and to the exercise of voƟng rights aƩached to the shares held by a Shareholder is determined with respect to the shares held by that Shareholder on the fourteenth (14th) day prior to the MeeƟng (i.e. 09/04/2024) at 24:00 (CEST) Luxembourg Ɵme (the "Record Date").
Only persons who are Shareholders on the Record Date will have the right to parƟcipate and vote in the MeeƟng and shall noƟfy the Company of their intenƟon to parƟcipate in the MeeƟng by sending a declaraƟon in wriƟng in accordance with arƟcles 24 of the Company's arƟcles of associaƟon (the "ArƟcles of AssociaƟon") ("DeclaraƟon of IntenƟon to ParƟcipate") at the latest on the Record Date to ABN AMRO via e-mail to [email protected].
The DeclaraƟon of IntenƟon to ParƟcipate - which form is available on the Company's website at www.damicointernaƟonalshipping.com (the "Website") - shall notably indicate the name or corporate name, address or registered office, and the number of shares of the Company held as at the Record Date .
The cerƟficate of holding shall indicate the idenƟty of the Shareholder, the number of shares registered held, and a statement that the relevant shares were registered in the financial intermediary's records in the Shareholder's name on the Record Date (the "CerƟficate of Holding") to be issued by the Shareholder's financial insƟtuƟon or professional depositary (the "Intermediary"). The CerƟficate of Holding shall be sent exclusively by the Intermediary no later than the 7th day prior to the date of the MeeƟng (i.e. 16/04/2024) at 5 p.m. (CEST) Luxembourg Ɵme to ABN AMRO via www.abnamro.com/intermediary or via swiŌ through Clearstream Luxembourg/Euroclear or via email to [email protected].
ONLY THOSE WHO HAVE SENT THE CERTIFICATE OF HOLDING AND THE DECLARATION OF INTENTION TO PARTICIPATE WITHIN THE ABOVE DEADLINES WILL BE ENTITLED TO PARTICIPATE AND VOTE AT THE MEETING.
In accordance with ArƟcles of AssociaƟon, a Shareholder at the Record Date may act at the MeeƟng in person. Shareholders parƟcipaƟng in person shall bring to the MeeƟng the original of the completed and executed DeclaraƟon of IntenƟon to ParƟcipate and a copy of the CerƟficate of Holding.
In accordance with the ArƟcles of AssociaƟon, a Shareholder at the Record Date may act at the MeeƟng by appoinƟng another person who need not be a Shareholder himself (the "Proxy Holder").
Each Shareholder shall only be represented by one Proxy Holder at the MeeƟng except that if a Shareholder has shares of the Company held in more than one securiƟes account, he may appoint one Proxy Holder per securiƟes account at the MeeƟng or a Shareholder acƟng professionally for the account of other natural or legal persons may appoint each of these natural or legal persons or third parƟes appointed by them.
A person acƟng as a Proxy Holder may hold a proxy for more than one Shareholder without limitaƟon as to the number of Shareholders so represented. Where a Proxy Holder holds proxies for several Shareholders, it may cast votes for a certain Shareholder differently from votes cast for another Shareholder.
The Proxy Holder shall be consƟtuted and appointed in wriƟng using the proxy form including the voƟng instrucƟons as available on the Company's Website (the "Proxy Form"). In the absence of indicaƟon of a specific Proxy Holder, alternaƟvely the chairman of the MeeƟng or any other idenƟfied delegated representaƟves of the Company shall be automaƟcally consƟtuted and appointed for the purpose of represenƟng the Shareholder and will vote in accordance with the voƟng instrucƟons given by the Shareholder in the Proxy Form.
If no voƟng or parƟal instrucƟons are given in the Proxy Form, the Proxy Holder or the chairman of the MeeƟng or any other idenƟfied delegated representaƟves of the Company will vote in favour of the resoluƟons proposed and supported by the board of directors of the Company.
The Proxy Form duly completed and executed by the Shareholder shall be filed no later than the 3rd business day prior to the date of the MeeƟng (i.e. 18/04/2024) at 5 p.m. (CEST) Luxembourg Ɵme to ABN AMRO via e-mail to [email protected] or via www.abnamro.com/evoƟng
The original of the completed and executed Proxy Form along with the original of the completed and executed DeclaraƟon of IntenƟon to ParƟcipate and a copy of the CerƟficate of Holding shall be brought and delivered to the MeeƟng by the Proxy Holder who will also be asked for his/her idenƟty document.
In accordance with the ArƟcles of AssociaƟon, a Shareholder may cast his vote by a ballot paper.
The ballot paper shall be completed in wriƟng using the ballot paper form expressed in the English language as available on the Company's Website (the "Ballot Paper Form"). The Ballot Paper Form, duly completed and executed, shall be sent to the Company no later than the 3rd business day prior to the date of the MeeƟng (i.e. 18/04/2024) at 5 p.m. (CEST) Luxembourg Ɵme to ABN AMRO via e-mail to [email protected]
Any ballot paper ("Formulaire") either received by the Company aŌer such deadline or which does not bear the menƟons or indicaƟons of the Ballot Paper Form is to be considered void and shall be disregarded for quorum purposes.
In case a proposed resoluƟon is amended by the MeeƟng, the votes expressed on such proposed resoluƟon pursuant to the ballot papers received shall be void.
Shareholders acknowledge that by sending their Proxy Forms with their voƟng instrucƟons or their Ballot Paper Form duly completed and executed they will be deemed to consent to having the relevant Intermediary provide all details concerning their idenƟty to the Company and any person designated by the Company.
In full compliance with the laws and regulaƟons in force and applicable to the Company, the required supporƟng documentaƟon, the convening noƟce, the total number of shares and voƟng rights, the draŌ resoluƟons and the proxy and Ballot Paper Forms are deposited and available to the public at the Company's Website. The above-menƟoned set of documents is also disclosed through the e-Market SDIR and stored through the e-market STORAGE mechanism and the Luxembourg OAM.
In accordance with the ArƟcles of AssociaƟon, Shareholders holding individually or collecƟvely at least five per cent (5%) of the share capital of the Company: (a) have the right to put items on the agenda of the MeeƟng; and (b) have the right to table draŌ resoluƟons for items included or to be included on the agenda of the MeeƟng.
Those rights shall be exercised upon requests of the Shareholders to be submiƩed in wriƟng at the latest on the 22nd day before the date of the MeeƟng (i.e. 01/04/2024) at 5 p.m. (CEST) Luxembourg Ɵme to the Company via e-mail to ir@damicointernaƟonalshipping.com.
The requests must include: the name of a contact person and a contact electronic address to enable the Company to confirm receipt within 48 hours, and proof must be provided that the requestor(s) was/were a Shareholder(s) of the Company on the Record Date and either (i) the text of the new agenda item and a draŌ resoluƟon or a background explanaƟon or (ii) an alternaƟve resoluƟon or a new resoluƟon for an exisƟng
agenda item, with a clear idenƟficaƟon of the agenda item concerned and the text of the proposed resoluƟon or a background explanaƟon.
In accordance with the ArƟcles of AssociaƟon, Shareholders and their Proxy Holders shall have the right to ask quesƟons at the MeeƟng related to items on the agenda of the MeeƟng and the Company shall answer the quesƟons raised by the Shareholders. The right to ask quesƟons and the obligaƟon of the Company to answer are subject to the Shareholders' meeƟngs regulaƟon as draŌed in compliance with the provisions of the ArƟcles of AssociaƟon and according to the applicable Luxembourg laws and available on the Company's Website.
COMPANY
Fax: + 352 26 26 24 54, Email: [email protected]
Attention: Mr. Antonio Carlos BALESTRA DI MOTTOLA, Director and CFO / Mrs. Anna FRANCHIN, Investor Relations Manager
ABN AMRO Bank N.V. ("ABN AMRO")
Equity Capital Markets / Corporate Broking & Issuer Services HQ 7212
Gustav Mahlerlaan 10
NL-1082 PP Amsterdam, The Netherlands
E-mail: [email protected]
Phone: +31 20 628 6070
COMMON DEPOSITARY:
BNP PARIBAS LUXEMBOURG BRANCH
Corporate Trust Services
60, avenue J.F. Kennedy
L-1855 Luxembourg, Grand Duchy of Luxembourg
Postal address: L-2085 Luxembourg, Grand Duchy of Luxembourg
Luxembourg, 21 March 2024
_______________________________________ For the Board of Directors
Paolo d'Amico
Chairman of the Board of Directors
Chief ExecuƟve Officer
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