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PRADA S.p.A. — Governance Information 2012
Mar 30, 2012
50262_rns_2012-03-30_4b74a644-bb4f-4d76-974d-cf029533042b.pdf
Governance Information
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
PRADA s.p.A.
Via A. Fogazzaro n. 28, Milan
Registry of Companies Milan, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)
PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR OF THE COMPANY AND FOR PROPOSING DIRECTOR IN 2012 ANNUAL GENERAL MEETING
Pursuant to Rule 13.51D of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Board of Directors (the "Board") of PRADA S.p.A. (the "Company") sets out the following procedures for shareholders to propose a person for election as a director of the Company (a "Director").
PROVISIONS CONTAINED IN THE COMPANY'S BY-LAWS
The procedures for a shareholder to propose a person for election as a director of the Company are laid down in Articles 19.3 and 19.4 of the Company's By-laws. The procedures are summarized below.
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Pursuant to Article 19.3 of the Company's By-Laws, a shareholder who, alone or together with others, represents at least 1% of the share capital of the Company may propose one or more candidates up to a maximum of 11 candidates (the "Candidate(s)") for election as Director(s) at a shareholders' meeting. To do so, the shareholder must file the name(s) of such Candidates with the Company at its registered office at Via Antonio Fogazzaro n.28, Milan 20135, Italy for the attention of Ms. Patrizia Albano, Group Corporate Affairs Director and Joint Company Secretary, at least 25 days prior to the date of the shareholders' meeting called to resolve upon Directors' appointment on the first or single call.
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The details of the Candidate(s) are then published by the Company in accordance with the applicable Italian regulations and the Listing Rules.
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At the same time as making the nomination of Candidates in accordance with Article 19.3, the proposing shareholder(s) are also required, on penalty of inadmissibility, to file:
(i) a list of the proposing shareholder(s), specifying the number of shares in the Company held by each shareholder(s), together with evidence confirming compliance with the 1% threshold requirement;
(ii) the curriculum vitae of each Candidate(s); and
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(iii) confirmation(s) from each Candidate(s) accepting his/her nomination and confirming that there are no grounds for his/her ineligibility and incompatibility to act as a director and that he/she satisfies the integrity and, if applicable, independence requirements under the applicable Italian regulations and the Listing Rules.
PROCEDURES FOR SHAREHOLDERS TO PROPOSE A PERSON FOR ELECTION AS A DIRECTOR IN THE SHAREHOLDERS' MEETING OF THE COMPANY TO BE HELD ON MAY 22, 2012 (THE "2012 AGM")
The Company is scheduled to convene the 2012 AGM to resolve upon (among other things) the election of directors on May 22, 2012. Shareholders who alone or together satisfy the requirement under Article 19.3 of the Company's By-laws may propose Candidate(s) for election and submit the requisite details to the Company by April 26, 2012 (25 days prior to the date of the AGM). However, to facilitate the Company's bulk-printing of the Circular (which includes the details of the candidates proposed for election at the AGM), the Board would be grateful if shareholder(s) would propose Candidate(s) and submit the requisite details to the Company by April 10, 2012.
By Order of the Board
PRADA S.p.A.
Mr. Carlo Mazzi
Deputy Chairman
Milan (Italy), March 30, 2012
As at the date of this announcement, the Company's executive directors are Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Carlo MAZZI and Mr. Donatello GALLI; the Company's non-executive directors are Mr. Marco SALOMONI and Mr. Gaetano MICCICHÈ and the Company's independent non-executive directors are Mr. Gian Franco Oliviero MATTEI, Mr. Giancarlo FORESTIERI and Mr. Sing Cheong LIU.