AGM Information • Mar 27, 2023
AGM Information
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| Informazione Regolamentata n. 1967-22-2023 |
Data/Ora Ricezione 27 Marzo 2023 15:20:06 |
Euronext Star Milan | |
|---|---|---|---|
| Societa' | : | DOVALUE | |
| Identificativo Informazione Regolamentata |
: | 174072 | |
| Nome utilizzatore | : | DOVALUEN01 - Goretti | |
| Tipologia | : | REGEM; 3.1 | |
| Data/Ora Ricezione | : | 27 Marzo 2023 15:20:06 | |
| Data/Ora Inizio Diffusione presunta |
: | 27 Marzo 2023 15:20:07 | |
| Oggetto | : | Call Notice Ordinary and Extraordinary Shareholders' Meeting April 27, 2023 |
|
| Testo del comunicato |
Vedi allegato.
The Shareholders of doValue S.p.A. are called to a meeting, convened in ordinary and extraordinary session, on April 27th , 2023, on a single call, at 9.00 a.m., in Rome, at doValue's offices located in Lungotevere Flaminio 18, to discuss and resolve on the following
* * * * *
In accordance with the provisions of article 106 of Law decree no. 18/2020, converted by Law no. 27/2020 (the "Decree") and amended by Law Decree no. 198/2022, converted by Law no. 14 of February 24th , 2023, the Company decided to avail itself of the option under which participation in the Shareholders' Meeting will exclusively take place through the Designated Representative pursuant to article 135-undecies of Legislative decree no. 58/98 (the "Designated Representative", without physical participation by the Shareholders.
Pursuant to article 83-sexies of the Testo Unico della Finanza ("TUF") and article 8 of the Articles of Association, the right to attend the Shareholders' Meeting and to vote - exclusively by conferring a proxy to the Designated Representative - is subject to the Company receiving the communication issued by an authorised intermediary in accordance with existing regulations, certifying ownership of the Shares based on the evidence of its accounting records at the end of the accounting day of the seventh business day before the date set for the Shareholders' Meeting on single call (therefore, April 18th , 2023 - record date). Those who hold shares after that date shall not have the right to participate and 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 set for the Shareholders' Meeting and, therefore, by April 24th , 2023.
However, the right to participate and vote shall remain valid if the notices are received by the Company after the afore-mentioned deadline, provided that they are received prior to the beginning of the Shareholders' Meeting proceedings.
The Directors, the Statutory auditors, the representative of the Independent auditors and the Designated Representative pursuant to article 135-undecies of the TUF may participate in the Shareholders' Meeting using remote connection systems that allow identification, in compliance with existing applicable regulations. The Secretary to the meeting and the Notary shall be present at the venue where the Shareholders' Meeting is convened.
Pursuant to the Decree, participation and vote at the Shareholders' Meeting can only take place through Computershare S.p.A., with registered office in Milan, in via Mascheroni 19, ("Computershare"), as the Company's Designated Representative pursuant to article 135 undecies of the TUF (the "Designated Representative").
The conferral of the proxy does not involve expenses (except for transmission costs, if any), and shall include voting instructions on all or some of the items on the agenda, using the specific proxy form available, including electronically, prepared by the Designated Representative, in agreement with the Company, and available on the Company's website (www.dovalue.it) in the "Governance - Shareholders' Meeting April 27th , 2023" section. The proxy and the voting instructions must be sent, together with the copy of a valid identification document of the delegating party or, if the delegating party is a legal entity, of the legal representative pro tempore or other subject duly empowered as necessary, together with documentation able to attest to such qualification and powers, to the Designated Representative, by the end of the second trading day before the Shareholders' Meeting (therefore, by April 25th , 2023), through one of the following alternative methods:
The proxy and voting instructions can be revoked as described earlier by the same deadline (April 25th , 2023).
The shares for which the proxy has been conferred, including partially, are counted when ascertaining that the Shareholders' Meeting has been duly convened.
In accordance with the aforementioned Decree, the Designated Representative may also be granted proxies and/or sub-proxies pursuant to article 135-novies of the TUF, notwithstanding article 135-undecies.4 of the TUF.
Those who do not wish to avail of the participation method envisaged by article 135-undecies of the TUF may, alternatively, confer a proxy or a sub-proxy to the Designated Representative pursuant to article 135-novies of the TUF, which shall necessarily include voting instructions on all or some of the items on the agenda, using the appropriate proxy/sub-proxy form available on the Company's website (www.dovalue.it) in the "Governance - Shareholders' Meeting April 27th , 2023" section.
Proxies/sub-proxies shall be conferred in accordance with the methods described earlier and set out in the proxy form. Proxies must be received no later than 12 noon on the day before the Shareholders' Meeting. The proxy and voting instructions can be revoked as described earlier.
Computershare S.p.A. will be available for clarifications about the conferral of proxies to the Designated Representative (specifically, about the completion of the proxy form and the voting instructions and their transmission) at the following telephone numbers (+390246776814- 0246776818-0246776831-0246776833) on weekdays between 9:00 a.m. and 01:00 p.m. and between 02:00 p.m. and 5:00 p.m.).
Pursuant to article 126-bis of the TUF, the Shareholders who, jointly or separately, represent at least one-fortieth of the share capital may request, within ten days of the publication of this call notice and, therefore, by April 6th , 2023, the addition to the agenda, specifying in the request the proposed additional items or submit resolution proposals concerning items already included in the agenda by this call notice.
Shareholders for whom the Company has received a specific communication by an intermediary authorised by applicable legal regulations are entitled to request that further items be added to the agenda or to submit resolution proposals.
The requests for additions and the other resolution proposals shall be submitted in writing and shall be received by the Company by April 6th , 2023, by sending a registered letter with advice of receipt to the registered office of the Company (Viale dell'Agricoltura 7, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address [email protected] - copy to [email protected] (indicating, in the message accompanying the request, a telephone number, fax number or email address of the sender).
By the aforementioned deadline of ten days, the proposing Shareholders must submit a report stating the reasons for the proposed resolutions on the new items they are proposing to discuss or the reasons for the further proposed resolutions presented on items already in the agenda.
Adding items to the agenda is not allowed for the matters on which the Shareholders' Meeting resolves, according to the law, on proposals of the Directors or on the basis of a project or a report prepared by them.
Any additions to the agenda or the submission of resolution proposals on matters already on the agenda will be disclosed at least fifteen days before the date scheduled for the Shareholders'
Meeting (therefore, by April 12th , 2023), in the same forms as those set forth for the publication of this notice.
Since participation and vote at the Shareholders' Meeting shall only take place exclusively through the Designated Representative, for the purposes of this Shareholders' Meeting, in order to enable those concerned to exercise the right pursuant to article 126-bis.1.penultimate sentence of the TUF, the Shareholders can individually submit to the Company resolution proposals on matters already on the agenda by April 11th , 2023 so that the Company can subsequently publish them.
The requests, to be submitted in writing and received before the above deadline, by sending a registered letter with advice of receipt to the Company's registered office (Viale dell'Agricoltura 7, 37135 Verona (att. Ufficio Affari Societari)), or by means of a communication to the registered email address [email protected] - copy to [email protected] (indicating, in the message accompanying the request, a telephone number, fax number or email address of the sender), together with a specific communication attesting to the legitimacy to exercise said right, issued by qualified intermediaries in accordance with the law.
The resolution proposals received in accordance with the terms and conditions set out above will be published on the Company's website by April 12th , 2023, so that all those with voting rights can examine them and, consequently, confer proxies and/or sub-proxies and the related voting instructions, to the Designated Representative. For the purpose of the foregoing, the Company reserves the right to check the relevance of the proposals on matters already on the agenda, their completeness and their compliance with applicable provisions, as well as the legitimacy of those making the proposals.
Pursuant to article 127-ter of the TUF, those entitled to vote and in favour of whom the Company has received a specific communication from an authorised intermediary under current legislation, may ask questions about the items on the agenda items before the Shareholders' Meeting.
The questions, to be submitted in writing, shall be made by sending a registered letter to the registered office of the Company, Viale dell'Agricoltura 7, 37135 Verona (att. Ufficio Affari Societari), or by means of a communication to the registered email address [email protected], copy to [email protected].
The questions must be received by the Company by the seventh trading day before the date set for the Shareholders' Meeting, therefore, April 18th , 2023.
A response shall be provided to the questions received by this deadline at least three days before the Shareholders' Meeting, including through publication in the appropriate section of the Company's website (www.dovalue.it), "Governance - Shareholders' Meeting April 27th , 2023" section. The Company may provide a single response to questions with the same content.
The Shareholders' Meeting documentation, including the Board of Directors' explanatory reports required by applicable regulations on the agenda items and resolution proposals, will be made available to the public within the terms and in the manner provided for by current legislation, with the right to obtain a copy for Shareholders and those entitled to vote.
This documentation will be available at the Company's registered office, Viale dell'Agricoltura 7, 37135 Verona, by prior appointment made by emailing [email protected], as well as on the Company's website (www.dovalue.it), in the "Governance - Shareholders' Meeting April 27th , 2023" section" and the "eMarket Storage" storage mechanism and available on the website .
The subscribed and paid-up share capital amounts to Euro 41,280,000.00 and comprises 80,000,000 ordinary shares, with no par value.
On this notice date, the Company holds 900,434 treasury shares.
Each ordinary share gives the right to one vote.
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This call notice is published today on the Company's website www.dovalue.it, at the "Governance - Shareholders' Meeting April 27th , 2023" section and at the "eMarket Storage" storage mechanism, storage mechanism available on the website as well as in excerpt form in the daily newspaper MF/Milano Finanza, on March 28th , 2023.
Rome, March 27th , 2023
For the Board of Directors The Chairman (Giovanni Castellaneta)
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