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Diasorin — AGM Information 2018
Mar 19, 2018
4129_10-k_2018-03-19_d7dd56c1-f633-434b-bc8a-476b168eb69e.pdf
AGM Information
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Notice of Shareholders' Meeting
Eligible shareholders are invited to attend an Ordinary Shareholders' Meeting scheduled at 2:30 p.m., on April 23, 2018, at 3 Via Filodrammatici, in Milan (at Mediobanca S.p.A.), on first calling, and on April 24, 2018 at 10:00 a.m. at the Company's registered office in Saluggia (VC), Via Crescentino, no building number, on second calling, if necessary, to discuss and vote on the following
Agenda
- 1. Motion for the approval of the Statutory Financial Statements at December 31, 2017, of the Report on Operations and to appropriate the year's net profit. Presentation of the Consolidated Financial Statements at December 31, 2017. Related and required resolutions.
- 2. Proposal to distribute an extraordinary dividend to be withdrawn from profit reserve. Related and required resolutions.
- 3. Compensation Report pursuant to Article 123-ter of Legislative Decree No. 58/1998. Related and required resolutions.
- 4. Resolution pursuant to Article 114-bis of Legislative Decree No. 58/1998 concerning the establishment of a Stock Option Plan. Related and required resolutions.
- 5. Authorization to the purchase and disposal of treasury shares, pursuant to the combined provisions of Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of Legislative Decree No. 58/1998 and related implementing provisions. Related and required resolutions.
Share capital
The Company's subscribed and paid-in share capital amounts to 55.948.257,00 Euros. It is comprised of 55.948.257 common shares, par value 1 Euro each. Each common share conveys the right to cast one vote. As of the date of this Notice, the Company held 541.357 treasury shares whose voting right are suspended pursuant to Article 2357-ter of the Italian Civil Code.
Eligibility to attend the Shareholders' Meeting and exercise the right to vote
Pursuant to Article 83-sexies of Legislative Decree No. 58/1998, as amended ("TUF"), the right to participate in the Shareholders' Meeting and to exercise voting rights is confirmed by means of notification to the Company by an intermediary, in compliance with its own accounting records, on behalf of the party who is entitled to the right to vote, based on evidence related to the close of the accounting day of the seventh stock market trading day prior to the date set for the Shareholders' Meeting on first calling, i.e. April 12, 2018 (record date). Any shareholders owning Company shares after the abovementioned date will not be eligible to attend and vote at the Shareholders' Meeting; the communication by the intermediary must be received by the Company by the end of the third stock market trading day prior to the date set for the Shareholders' Meeting on first calling (i.e. by April 18, 2018); nevertheless, shareholders shall be entitled to intervene and vote if the communications are received by the Company beyond this deadline, but prior to the beginning of the meeting proceedings.
The statutory restrictions and limitations notwithstanding, any shareholder who is eligible to attend the Shareholders' Meeting may be represented by a third party at the Meeting by means of a written proxy, with the option of using the proxy form available on the Company website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders meetings and board/2018"). The proxy may be notified to the Company by registered letter sent to the Company's registered office or by means of an electronic communication sent to the following certified e-mail address [email protected].
The proxy may be granted, free of charge for the delegating party (except for the mailing costs), with voting instructions on all or some of the proposed resolutions on the agenda, to Società per Amministrazioni Fiduciarie Spafid S.p.A. with registered office in Milan, - as the Designated Representative appointed by the company pursuant to art 135-undecies of Legislative Decree no. 58 of 24 February 1998.
The proxy shall contain voting instructions on all or some of the proposed resolutions on the agenda and be valid only for those proposed resolutions in relation to which voting instructions have been granted. The proxy may be granted to Spafid only in its capacity as Delegated Representative appointed by the Company.
The proxy shall be granted by signing a specific proxy form, in the manner described below, at the company's registered office or on the company's website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders' Meeting and Board/ 2018").
The original proxy form shall be received by said Designated Representative by the end of the second trading day prior to the date set for the Shareholders' Meeting, also on second calling (i.e. by 11:59 PM on April 19, 2018 or, should the Shareholders' Meeting be held on second calling, by 11:59 PM on April 20, 2018) to the following address: Spafid S.p.A., Foro Buonaparte, 10 – 20121 Milano, Ref. "2018 DIASORIN Shareholders' Meeting Proxy". The proxy shall be delivered by hand during office hours (from 9:00 AM to 5:00 PM) or by registered letter with return receipt or by courier. It being understood that the proxy shall be sent in original and completed with voting instructions, it may also be notified electronically to the certified email address at [email protected]. A proxy form with ature sent, in accordance with current regulation, to the said certified e-mail satisfies the requisite of written form.
The proxy and voting instructions may be revoked by the end of the second trading day prior to the date set for the Shareholders' Meeting, also on second calling (i.e. by 11:59 PM on April 19, 2018 or, should the Shareholders' Meeting be held on second calling, by 11:59 PM on April 20, 2018) in the manner described above.
Shares for which full or partial proxy is granted are calculated for the purpose of determining due constitution of the Shareholders' Meeting; with regard to proposed resolutions for which no voting instructions are given, the shares of the Shareholder concerned are not considered in calculating the majority and the percentage of capital required for the Resolutions to be carried.
No postal or electronic voting procedures are envisaged.
Right to submit questions on the items in the Agenda
Pursuant to Article 127-ter of the TUF, shareholders may submit questions about the items on the Agenda before the Shareholders' Meeting. Questions must be submitted in a letter addressed to DiaSorin S.p.A, Via Crescentino, no building number, 13040 Saluggia (VC), to the attention of the Corporate Legal Affairs Office, or by means of a certified e-mail sent to the following address: [email protected]. Only questions that are strictly pertinent to the items on the Meeting's Agenda will be accepted. Questions must be received by April 20, 2018, accompanied by the personal data of the shareholder (first and last name, or company name, place and date of birth and tax I.D. number) and the required communication by the qualified intermediary pursuant to Article 23, Paragraph 1, of the Regulation concerning centrally managed services, payment, guarantee systems and the related management companies adopted by Banca d'Italia and Consob on February 22, 2008, as subsequently amended, ("Joint Regulations") proving the legitimacy of the exercise of such right. However, the certification is not required if the Company already
received the intermediary's communication needed to attend the Shareholders' Meeting. The Company may answer questions either by publishing them on its website (www.diasorin.com, Section "Investors/Information for Shareholders/Shareholders meeting and board/2018") or, at the latest, during the Shareholders' Meeting.
Right to amend and add motions to items in the Meeting's Agenda
Pursuant to Article 126-bis of the TUF, shareholders who, individually or jointly, represent at least one-fortieth of the Company's share capital may request in writing, within 10 days from the publication of this Notice (i.e. by March 29, 2018) that the Meeting's Agenda be amended, listing on their application the additional items or further motions to items already included in the Agenda that they are suggesting. Any additions made to the items on the Agenda of the Shareholders' Meeting as a result of such requests must be publicized in the same manner required for the publication of the Notice of Shareholders' Meeting, at least 15 days before the date of the Shareholders' Meeting (i.e. by April 8, 2018). Amendments are not allowed for items on the Agenda with regard to which, pursuant to law, the Shareholders' Meeting is required to vote upon a motion submitted by the Board of Directors or based on a draft or report prepared by the Board of Directors, other than those referred to in Article 125-ter, Paragraph 1, of the TUF. Amendments, delivered within the deadline and at the address mentioned above, must be sent to the Company by registered letter with return receipt or by an e-mail communication sent to the following certified email address: [email protected], and they must be accompanied by a report on the items submitted for discussion. The right to exercise this right is attested by a communication to the Company by the qualified intermediary pursuant to Article 23, Paragraph 1, of the Joint Regulations certifying the ownership of the shares by the requesting shareholders, valid as of the date of the request. The report by the requesting shareholders, along with any pertinent assessments by the relevant corporate boards, will be published at the same time as such additions to the agenda will be published.
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The documents pertaining to the Shareholders' Meeting will be made available to the public at the Company's registered office and on the Company's website (www.diasorin.com, Section "Investors/Information for shareholders/Shareholders' meeting and board/2018") according to the other procedures envisaged by Consob regulations:
- at least 30 days before the date of the Shareholders' Meeting on first calling, i.e. by March 24, 2018, the Report and Motions for resolutions concerning all items of the agenda, as well as the Information Memorandum on the Stock Option Plan prepared pursuant to Article 84 bis of the Issuers' Regulation;
- at least 21 days before the date of Shareholders' Meeting on first calling, i.e. by April 2, 2018:
- The Annual Financial Report as at December 31, 2017 pursuant to Article 154-ter of the TUF (including the draft of Statutory Financial Statements and the Consolidated Financial Statements at December 31, 2017, the Report on Operations including the Consolidated non-financial statement pursuant to Articles 3 and 4 of Legislative Decree no. 254/2016 as at December 31, 2017 the Annual Corporate Governance Report and the certifications and reports provided by law);
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The Compensation Report pursuant to Article123-ter of the TUF and Article 84-quater of the Issuers' Regulation;
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at least 15 days before the date of the Shareholders' Meeting on first calling (i.e. by April 8, 2018) the documents required by Article 77, paragraph 2-bis of the Issuers' Regulation and by Article 36, paragraph 1, lett. A) of the Regulations of the Markets adopted with CONSOB Resolution No. 16191/2007 will be filed, with the warning that such filing shall take place only at the Company's registered office.
Shareholders are entitled to receive a copy of these documents.
This notice is published, pursuant to Article 125-bis of the TUF and to Article 84 of the Issuers' Regulation, as well as to Article 8 of the Company's By-Laws, on the Company's website www.diasorin.com (Section "Investors/Information for Shareholders/Shareholders meetings and board/2017") and, as an extract, on the daily newspaper "La Stampa", on the authorized central storage mechanism available on the website and sent to Borsa Italiana S.p.A.
Saluggia, March 19, 2018
The Board of Directors By Gustavo Denegri Chairman