Italeaf S.p.A.: Notice of call of ordinary annual general meeting 2018
Registered office in Strada dello Stabilimento ,1
Nera Montoro (Municipality of Narni - TR) Italy
Tax Code - Registration number with the Companies register no. 01456730553
Paid Up Share capital Euro 17,144,000.00
Notice of call of ordinary meeting
The shareholders are hereby called in an Ordinary Shareholders' Meeting of Italeaf S.p.A. (hereinafter the "Company") on June 29th 2018, at 9:00 a.m. local time, at the Company's registered office in Strada dello Stabilimento 1, Frazione Nera Montoro, Municipality of Narni (TR) Italy, in order to discuss and resolve upon the following:
1) Approval of the financial statements relating to the financial year ended on December 31st, 2017, accompanied by management report prepared by the Board of Directors, the report prepared by the Board of Statutory Auditors and the report prepared by the audit company; relevant and consequent resolutions. Submission of the consolidated financial statements relating to the financial year ended on December 31st, 2017;
2) Definition of the number and appointment of the board of directors members, setting of directors remuneration pursuant to article 29 of the Company's by-laws; relevant and consequent resolutions.
3) Appointment of the board statutory auditors, setting of statutory auditors remuneration pursuant to article 35 of the Company's by-laws; relevant and consequent resolutions.
Right of intervention and vote
It is hereby outlined that the Company's shares are traded on the Swedish multilateral trading system named Nasdaq OMX First North.
The shareholders are allowed to attend and vote at the shareholders' meeting subject to the receipt by the Company of a special communication by June 27th 2018, to be sent by the intermediary holding the relevant accounts, according to the centralized management system of dematerialized financial instruments. Such a communication is to be sent out by the intermediary on the basis of the records relating to the end of the accounting open market day April 27th 2018. Notably, in order to attend the shareholders' meeting SDB (Svenska Depa Bevis) holders shall result recorded as at Tuesday June 26th 2018 (the Record Date) in Euroclear Sweden AP, the Swedish centralized securities system.
The communication stating the right of attendance at the shareholders' meeting must be sent through email to firstname.lastname@example.org or through registered mail to the following address: Italeaf S.p.A., Strada dello Stabilimento, 1, Frazione Nera Montoro (Narni) - 05035 (TR) and it must indicate the name, the date of birth, the telephone number and the SDBs number.
If SDBs are held through a fiduciary entity, such an entity is required to register the name of the holders in the holders' register by June 26th 2018 (the Record Date).
Vote by proxy
Every person entitled to attend and vote at the shareholders' meeting is allowed to be represented by written proxy, by signing the proxy format granted by the authorised intermediaries upon request or the proxy format available on the Internet website www.italeaf.com, "Investor Relations" section. The proxy may be issued through electronic means pursuant to art. 21, paragraph 2, of Legislative Decree March 7th, 2005, no. 82.
The proxy may be notified in writing to the Company through registered mail to be sent to the Company's registered office address (in Strada dello Stabilimento 1, Frazione Nera Montoro Municipality of Narni - 05035 - TR, Italy) or through email to email@example.com. The proxy shall be effective for these proposals of resolutions provided with specific instructions.
Exercise of voting right
In relation to the formalities for the exercise of the voting right, please refer to the provisions set forth by the Company's by-laws.
The By-laws do not regulate the vote through correspondence or through electronic means.
Nor audio neither video conference system shall be used for connection in places located outside the seat of the shareholders' meeting at the Compay's registered office.
Information about proposals related to the items on the agenda
1st item on the agenda
The Board of Directors proposes the approval of the draft financial statement relating to the financial year ended on December 31 2017, that was already approved by the Board of Directors on April 27th 2018.
2nd item on the agenda
It is proposed that the Board of Directors is composed of n. 3 members. It is proposed the re-appointment of the following persons as directors: Mr. Stefano Neri, as Chairman, and Mrs. Monica Federici as managing director and Mr. Domenico De Marinis as independent director. For the period 2018-2020.
3rd item on the agenda
It is proposed the re-appointment of the following persons as statutory auditors: Mr. Andrea Bellucci as Chairman, and Mr. Fausto Sciamanna as effective statutory auditor, Ms. Caterina Brescia as effective statutory auditor, Mr. Marco Chieruzzi as deputy statutory auditor, and Mr. Andrea Sattin as deputy statutory auditor. For the period 2018-2020.
The documents relating to items on the agenda shall be available to the shareholders at the Company's registered office and on the Company's website www.italeaf.com, under the section "Investor Relations". According to article 2429, paragraph 3, of the Italian Civile Code, each shareholder is entitled to view all the documents filed with the Company's registered office for the purpose of the shareholders' meeting and to obtain copy at his/her own expense. Notably, the following documents shall be available:
- The draft financial statements, the Board of Director's report, the Board of Statutory Auditors' report and the audit company's report;
- The Company's by-laws.
Nera Montoro, June 14th 2018
On behalf of the Board of Directors