AGM Information • Mar 27, 2025
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 29 April 2025 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 exercise the 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. 15 April 2025) at 11:59 p.m. (CEST) Luxembourg Ɵme (the "Record Date") and is subject to such Shareholders having noƟfied the Company of their intenƟon to parƟcipate in the MeeƟng at the latest on the Record Date ("DeclaraƟon of IntenƟon to ParƟcipate").
Such DeclaraƟon of IntenƟon to ParƟcipate may be either done:
In all circumstances, no later than 24 April 2025 at 1 p.m. (CEST) Luxembourg Ɵme, the Financial Intermediary must provide an electronic statement to ABN AMRO via www.abnamro.com/intermediary indicaƟng (i) the idenƟty and address of the Shareholder; (ii) and confirming the number of shares registered as menƟoned in the DeclaraƟon of IntenƟon to ParƟcipate; and (iii) staƟng that the relevant shares were registered in the name of the Shareholder on the Record Date with the Financial Intermediary (the "CerƟficate of Holding").
Shareholders who are shareholders at the Record Date - upon provision of the CerƟficate of Holding, and subject to the noƟficaƟon at the latest on the Record Date of the DeclaraƟon of IntenƟon to ParƟcipate - must register via www.abnamro.com/evoƟng either directly or via the Financial Intermediary no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg Ɵme and will further receive a proof of registraƟon (the "RegistraƟon CerƟficate") which will serve as an admission Ɵcket for the MeeƟng.
Shareholders wishing to aƩend the MeeƟng in person must bring the RegistraƟon CerƟficate and a proof of their idenƟty (in the form of a non-expired idenƟty card or passport) to the MeeƟng. For the MeeƟng to proceed in a Ɵmely and orderly manner, shareholders are requested to arrive in Ɵme.
In accordance with the ArƟcles of AssociaƟon, a Shareholder at the Record Date may also 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 either
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 or Electronic Proxy Form.
If no voƟng or parƟal instrucƟons are given in the Proxy Form or Electronic 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 or the Electronic 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. 24 April 2025) at 5 p.m. (CEST) Luxembourg Ɵme to ABN AMRO via e-mail to [email protected] or via www.abnamro.com/evoƟng.
Shareholders can revoke their submiƩed Proxy Form/ Electronic Proxy Form no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg Ɵme.
Shareholders who are shareholders at the Record Date - upon provision of the CerƟficate of Holding, of the Proxy Form/ Electronic Proxy Form and subject to the noƟficaƟon at the latest on the Record Date of the DeclaraƟon of IntenƟon to ParƟcipate - must register via www.abnamro.com/evoƟng either directly or via the Financial Intermediary no later than 24 April 2025 at 5 p.m. (CEST) Luxembourg Ɵme, and will further receive the RegistraƟon CerƟficate.
The Proxy Holder shall bring the RegistraƟon CerƟficate which serves as admission Ɵcket to the MeeƟng. In case of appointment via the Proxy Form, in addiƟon, the Proxy Holder shall bring the original of the completed and executed Proxy Form to the MeeƟng.
In case the vote by the Proxy Holder differs from the Proxy Form, the vote of the Proxy Holder shall prevail.
In all cases, the Proxy Holder 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, together with the CerƟficate of Holding, shall be sent no later than the 3rd business day prior to the date of the MeeƟng (i.e. 24 April 2025) 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 (Electronic) Proxy Forms with their voƟng instrucƟons or their Ballot Paper Form duly completed and executed the relevant Intermediary must provide all details concerning their idenƟty to the Company and any person designated by the Company for the purpose of the annual general meeƟng of shareholders. Shareholders understand that if they oppose this communicaƟon and the processing of their personal data, they cannot parƟcipate to the MeeƟng and thus cannot exercise their voƟng rights.
The Company processes the Shareholders' personal data who parƟcipate in the MeeƟng (including in person, by proxy or by ballot paper) based on legiƟmate consent pursuant to ArƟcle 6(1)(f) GDPR.
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 on 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. 7 April 2025) 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 CEO / 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:
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, 27 March 2025
For the Board of Directors
_____________________________
Paolo d'Amico
Chairman of the Board of Directors
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