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PRADA S.p.A. — Proxy Solicitation & Information Statement 2012
Apr 10, 2012
50262_rns_2012-04-09_65c94b08-4011-498e-ac60-f9abc85635d8.pdf
Proxy Solicitation & Information Statement
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Hong Kong Exchange 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, Italy
Registry of Companies of Milan, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)
VOLUNTARY ANNOUNCEMENT
Notice of Call of the Ordinary Shareholders' Meeting
This announcement is made on a voluntary basis to make available to all Shareholders the information that must be published by the Company in accordance with Italian law and the Company's by-laws within forty days before the date of the Ordinary Shareholders' meeting. The information and documentation that the Company must make available to its Shareholders according to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited will be published and dispatched in due course.
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The Ordinary Shareholders' meeting of PRADA S.p.A. (the "Company") is hereby convened in single call to be held on Tuesday May 22, 2012 at 4:00 p.m. Hong Kong time (10:00 a.m. CET time) in Hong Kong at the Four Seasons Hotel, Grand Ballroom (Level 2), 8 Finance Street, Central, (the "Shareholders' Meeting") to discuss and, if thought fit, pass resolutions on the following
AGENDA
- Proposal for approval of the separate and consolidated financial statements as at January 31, 2012; Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors; related and ensuing resolutions;
- Proposal for allocation of net income and, in particular, distribution of a final dividend;
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Determination of the number of members and of the term of the Board of Directors; election of the Board of Directors and determination of the relevant remuneration; election of the Chairperson of the Board of Directors; related and ensuing resolutions¹;
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Election of Statutory Auditors and determination of the relevant remuneration; related and ensuing resolutions.
Attendance and representation at Shareholders’ Meeting
Persons recorded as shareholders in the Company’s shareholders register at the opening of the business day of Tuesday, 22 May 2012 are entitled to attend the Shareholders’ Meeting.
To be entitled to attend and vote in the Shareholders’ Meeting, any transfers of Company shares along with the relevant share certificates shall be submitted to the Company’s registered offices in Milan, Via Antonio Fogazzaro, 28, or to the entity in charge of the management of the Company’s share register kept in Hong Kong, Computershare Hong Kong Investor Services Limited, Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, by 4:30 p.m. on Thursday, 17 May 2012.
The Company’s shareholders register will be closed from Friday, 18 May 2012 to Tuesday, 22 May 2012 (both days included) during which period no transfer of shares in the Company will be registered.
Verification of the entitlement to attend and vote to the Shareholders’ Meeting will be carried out at the place where the Shareholders’ Meeting will be held and will start two hours before the time fixed for the Shareholders’ Meeting by this notice.
¹ In accordance with paragraph E.1.1 of Appendix 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, a separate resolution will be proposed in respect of the appointment of each Director. Biographical details of each Director will be set out in the Shareholders’ Circular relating to the Shareholders’ Meeting, which will be dispatched to Shareholders on or around Friday April 20, 2012.
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Persons entitled to attend may appoint a proxy to represent them in the Shareholders' Meeting, in accordance with the provisions of law, by means of written proxy. For this purpose shareholders must use the proxy form which will be available in due course on the Company's website: www.pradagroup.com or will be sent to shareholders, together with the Shareholders' Circular. Proxies, duly filled in and signed, shall be delivered to the representative designated by the Company for this purpose (and expressly specified in the above-mentioned form), no later than 48 hours before the time fixed for the Shareholders' Meeting.
Documents relating to items on the agenda and relevant resolution proposals will be made available at the Company's registered office in Milan, Via Antonio Fogazzaro, 28 and in Hong Kong 36/F Gloucester Tower, The Landmark, Central in compliance with the law and will also be published on the Company's website www.pradagroup.com and on the Hong Kong Stock Exchange website (Hong Kong Exchanges and Clearing Limited) www.hkexnews.hk.
By order of the Board of Directors
PRADA S.p.A.
Carlo Mazzi
Deputy Chairman
Milan, 10 April 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.
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