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PRADA S.p.A. — Proxy Solicitation & Information Statement 2014
Apr 11, 2014
50262_rns_2014-04-10_e20d44e2-5778-448b-8261-1fd58d752b31.pdf
Proxy Solicitation & Information Statement
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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, 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 Shareholders' General Meeting
This announcement is made on a voluntary basis to make available to all shareholders of PRADA S.p.A. (the "Company") the information that the Company is required to publish in accordance with the Italian law and the Company's by-laws within forty days before the date of the shareholders' general 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 Shareholders' General Meeting of PRADA S.p.A. (the "Company") is hereby convened in a single call to be held in Milan at the Company's registered office at Via Antonio Fogazzaro 28 on Thursday, May 22, 2014 at noon, CET time/6:00 p.m. Hong Kong time (the "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, 2014; Reports of the Board of Directors, the Board of Statutory Auditors and the Independent Auditors;
- Proposal for allocation of net income and, in particular, distribution of a final dividend;
- Election of a member to the Board of Directors; and
- Change to Directors' remuneration.
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Attendance and representation at the Meeting
In accordance with article 17.4 of the Company’s By-laws, persons entitled to attend and vote at the Meeting are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street Central, Hong Kong.
The Shareholders recorded on the Company’s shareholders’ register at the opening of the business day of Thursday, May 22, 2014 will be allowed to attend and vote at the Meeting.
In order to qualify for attending and voting at the Meeting, all transfer documents accompanied by the relevant share certificates must be deposited with:
(i) the Company’s registered office in Milan, Via Antonio Fogazzaro, 28 if transfer concerns shares registered in the section of the shareholders’ register kept by the Company at its registered office, or
(ii) the Company’s Hong Kong Share Register, Computershare Hong Kong Investor Services Limited, Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the shareholders’ register kept by the Company’s Hong Kong Share Register,
no later than 4:30 p.m. (Hong Kong time)/10:30 a.m. (CET time) on Monday, May 19, 2014.
The shareholders’ register of the Company will be closed from Tuesday, May 20, 2014 to Thursday, May 22, 2014, both days inclusive, during which period no share transfers will be registered.
Verification of the entitlement to attend and vote at the Meeting will be carried out at the place where the Meeting will be held or where the video-conference system is located in Hong Kong and will start one hour before the time fixed by this notice and will end at 11:55 a.m. CET time in Milan/5:55 p.m. Hong Kong time in Hong Kong. Shareholders entitled to attend and vote arriving after this time will not be allowed to attend or vote at the Meeting.
Shareholders entitled to attend and vote at the Meeting are entitled to appoint a proxy to represent them at the Meeting, in accordance with the provisions of law, by means of a written form of proxy. For this purpose, Shareholders must use the form of proxy which will be published in due course on the websites of the Company at www.pradagroup.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk. The form of proxy, duly filled in and signed, shall be delivered to the person 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 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 Fogazzaro 28 and in Hong Kong at 36/F Gloucester Tower, The Landmark, 11 Pedder Street, Central in compliance with the law and will be also published on the websites of the Company at www.pradagroup.com and The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.
By Order of the Board
PRADA S.p.A.
Mr. Carlo Mazzi
Chairperson
Milan (Italy), April 11, 2014
As at the date of this announcement, the Company's executive directors are Mr. Carlo MAZZI, Ms. Miuccia PRADA BIANCHI, Mr. Patrizio BERTELLI, Mr. Donatello GALLI and Ms. Alessandra COZZANI; the Company's non-executive directors is Mr. Gaetano MICCICHE 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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