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Mare Engineering Group — AGM Information 2016
Mar 17, 2016
6591_rns_2016-03-17_a5ac9b39-d02b-4095-8afb-912653e7a2cc.pdf
AGM Information
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ENGINEERING Ingegneria Informatica S.p.A.
with registered office in Rome, in Via San Martino della Battaglia, No. 56.
Fully paid-up share capital Euro 31,875,000.00
Rome Register of Companies number 00967720285 - Chamber of Commerce, Industry, Crafts and
Agriculture (CCIAA) of Rome Economic and Administrative Index number 531128
Tax Code 00967720285 and VAT code number 05724831002
www.eng.it
The Shareholders of Engineering Ingegneria Informatica S.p.A. are called to attend an Ordinary Shareholders' Meeting at the learning center of Engineering Ingegneria Informatica S.p.A. in Ferentino (FR), via Casilina n. 246 Km 68 Casilina Nord, on the day April 29, 2016 at 11.00 a.m. on first call and if necessary, on the second call, on the day May 20, 2016 at same place and time to discuss and resolve the following
Agenda:
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- Financial Statements for the financial year ended December 31, 2015, Consolidated Financial Statements for the year ended at 31 December 2015, Directors' Management Report, Internal Control and Risk Management Committee's Report, Corporate Governance Report, and the Auditors' Company's Report. Related and consequent resolutions.
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- Consultation of the first section of the Remuneration Report under article 123-ter of Legislative Decree 58/98.
The documentation for the items on the agenda provided by the regulations will be made available to the public at the headquarters of the Company, in Rome, Via San Martino della Battaglia 56 and published on the Company website address www.eng.it, on the site of authorized storage and with the other modes provided by Consob with regulation, under the terms provided by the current rules of law and regulations. The Shareholders have the right to obtain a copy of the documentation filed.
SHARE CAPITAL
On the date of this meeting notice, the share capital of Engineering Ingegneria Informatica S.p.A. is equal to Euro 31,875,000, divided into n. 12,500,000 ordinary shares with a nominal value of Euro 2.55 each. At the time of this call for meeting the company holds no. 343,213 own shares.
PARTICIPATION IN SHAREHOLDERS' MEETINGS
Pursuant to art. 83-sexies of Legislative Decree of February 24, 1998, n. 58, the mandate to intervene in the assembly meetings and to exercise the right to vote is certified by a communication sent to the company by the intermediary authorized to keep accounts, pursuant to the law, on the basis of evidence in its own accounts entries relating to the end of the accounting day of the seventh open market day prior to the date set for the first summons of the assembly meetings, i.e. April 20, 2016 (record date). Credit or debit entries to accounts after the above-stated deadline are not considered for the purpose of legitimation to intervene and exercise the right to vote in the assembly meeting.
The communication from the intermediary must reach the Company by the end of the third day of open market prior to the date of the meeting on first call, i.e. by April 26, 2016. Legitimation of intervention and the right to vote remain if the communications have reached the company after the deadlines indicated but before the beginning of the assembly meeting's work.
REPRESENTATION IN SHAREHOLDERS' MEETINGS
Those with the right to vote can be represented at the Shareholders' Meeting by proxy awarded in writing pursuant to the current law in force, or electronically with computer document containing a ature, pursuant to article. 21, paragraph 2, of Legislative Decree number 82 of March 7, 2005. For the purpose of awarding the proxy, the proxy form can be used which is available at the registered offices or downloadable from the company's website at the address www.eng.it, Investor Relations section, the section that also contains the instructions for notifying proxies, also electronically. If, for technical reasons, the proxy form cannot be downloaded electronically, it will be sent in hard copy to anyone requesting it from the company (phone 06.49201495 – 06.49201208 – fax 06.4453278). The legitimised subjects can notify the awarded
ENGINEERING Ingegneria Informatica S.p.A.
with registered office in Rome, in Via San Martino della Battaglia, No. 56.
Fully paid-up share capital Euro 31,875,000.00
Rome Register of Companies number 00967720285 - Chamber of Commerce, Industry, Crafts and
Agriculture (CCIAA) of Rome Economic and Administrative Index number 531128
Tax Code 00967720285 and VAT code number 05724831002
www.eng.it
proxy by sending a registered letter with proof of receipt to the company's registered offices, or by electronic notification sent to the certified email address: [email protected] . The presentation of a copy of the proxy for accreditation in order to access the assembly meeting does not exempt the proxy holder from the obligation of certifying conformity of the submitted copy with the original and the identity of the subject awarding the proxy, under his/her own responsibility.
Shareholders entitled to attend the meeting are invited to arrive before the start time of the meeting: accreditation activities will commence at 10 AM on April 29, 2016.
To aid verification of the legitimation to intervention at the meeting, they are invited to send any proxy documentation in advance of the meeting.
ADDITION TO THE AGENDA
The shareholders who, also jointly, represent at least one fortieth of the share capital with the right to vote may request an addition to the topics on the agenda, indicating in the request any further topics proposed or submitting any further proposals on the topics already on the agenda. The request for any addition must reach the company within 10 (ten) days of publication of the notice herein, sent to the registered offices, for the attention of the Chairman of the Board of Directors, by registered mail, or by email sent to the certified email address [email protected] The request must be accompanied by a report on the topics proposed for discussion or on the further proposals.
Certification of ownership of the shares held by the requesting shareholders and the quota of shares necessary to request an addition to the agenda must be found in a specific communication produced by the intermediary, effective on the date of the request made, to the address [email protected].
Please remember that addition is not permitted for topics on which the assembly meetings deliberates, according to law, on proposal from the directors or based on a project or report prepared by the latter, other than the ones indicated in article 125-ter, paragraph 1 of the Consolidated Law on Finance. Any additional list of the topics to be addressed during the assembly meeting will be published in the same way as the herein notice, at least fifteen days before the assembly meeting and therefore by April 14, 2016.
RIGHT TO ASK QUESTIONS BEFORE THE ASSEMBLY MEETING
The Shareholders may propose questions on items on the agenda even before the meeting, and in any case until three days prior to the date of the Shareholders' Meeting in first convocation (i.e., before April 26, 2016), by sending by registered mail with return receipt to the registered office of the Company, or by electronic notification to the certified email address: [email protected] .
Those who attest their share ownership on April 20, 2016 will have the right to obtain an answer. For this purpose, even after asking the question, a communication effective until the aforementioned date from the depositary intermediary must be produced, certifying ownership of applicant's shares, addressed to [email protected]. In the case the shareholder has requested from its own depositary intermediary the communication to participate in the meeting, it shall be sufficient to report in the request for the question on the items on the agenda the references of this communication issued by the intermediary or, at least, the name of the intermediary. Questions received prior to the Meeting are answered at the latest during the same, with the option of the company to provide a unified response to questions with the same content.
For any other information, shareholders can refer to the website www.eng.it, and also by contacting the Corporate Affairs Manager at Engineering Ingegneria Informatica S.p.A. at the following numbers: 06.49201495 – 06.49201208, fax 06.4453278.
The Chairman of the Board of Directors Michele Cinaglia