calling of the ordinary shareholders' meeting
March 22 2012 - 12:45PM
Italian Regulatory (Text)
EUROTECH: CALLING OF THE ORDINARY SHAREHOLDERS' MEETING
Amaro, 22 March 2012 - Eurotech advises the public that, as per the
meeting notice currently in the process of publication, the
Ordinary Shareholders' Meeting will be held on 26 April 2012 at 9
a.m. on first call and, if necessary, on 27 April 2012 on second
call, at the AGEMONT conference room in Amaro (Udine), Italy, Via
Linussio 1, to discuss and vote on the following agenda: · Annual
report of Eurotech SpA for the year ended 31 December 2011;
Directors' 2011 management report; Board of Statutory Auditors'
report; Independent Auditor's report; related and consequent
resolutions; presentation of the Group's consolidated financial
statements for the year ended 31 December 2011 and related reports.
Related and consequent resolutions. · Report on remuneration,
pursuant to Article 123-ter of Italian Legislative Decree 58/1998;
related and consequent resolutions. Authorisation to buy and
dispose of own shares, pursuant to the combined rules of Articles
2357 and 2357-ter of the Italian Civil Code, as well as of Article
132 of Italian Legislative Decree 58/1998 (Italian Consolidated
Finance Act) and related implementation directives. Related and
consequent resolutions.
·
Proposal to the Shareholders' Meeting for own-share buyback The
Board of Directors has also decided to submit a proposal for
approval to the Shareholders' Meeting to authorize further
purchases and disposals of the Company's own shares, beyond the
duration of the previous purchase authorization approved by the
Shareholders' Meeting of 27 April 2011 and expiring in financial
year 2012. This request for authorization aims to enable the Board
possibly to use treasury shares, in compliance with current
regulations, for the purposes contemplated by market practice
concerning share buyback to create a so-called "securities
inventory", as allowed by the CONSOB (Italian securities &
exchange commission), pursuant to Article 180, paragraph 1, letter
c), of Italian Legislative Decree 58/1998, with its resolution no.
16839 of 19 March 2009 and thus (i) for the purposes of possible
use of the shares as payment in extraordinary operations, also
involving equity swaps with other parties as part of deals in the
Company's interest, or (ii) for the purposes of using any such
treasury shares to service programmes for distribution, with or
without consideration, of stock options or shares to directors,
employees and outside staff of the Company, or of the latter's
subsidiaries, as well as for bonus stock grant programmes for
shareholders.
EUROTECH spa Via F. Solari, 3/A 33020 Amaro (UD) - ITALY Tel. +39
0433 485411 Fax. +39 0433 485499 ir@eurotech.com
www.eurotech.com
Authorization is requested for the purchase, also in several
tranches, of ordinary shares up to a maximum amount not exceeding,
in total, the maximum limit established by the regulations
applicable at any given time and for a period of 18 (eighteen)
months, as from the date of the Ordinary General Shareholder
Meeting resolution. Authorisation for disposal of treasury shares
is requested without any time limits. The Board of Directors
proposes that own-share buybacks be performed observing the
operating conditions established for the market practice mentioned
above, meaning that the limits and restrictions referred to in such
practice are also applicable, in particular those concerning the
price of purchase proposals and volume of trades. In any case, the
minimum unit amount must not be more than 15% lower and the maximum
amount must not be more than 15% higher than the official price
recorded for Eurotech stock on the market trading day preceding
each single purchase transaction or, if purchases are made by means
of a public tender or exchange offer, that they take place at an
amount with a minimum not more than 15% lower and a maximum not
more than 15% higher than the official price recorded for Eurotech
stock on the market trading day preceding announcement to the
public. It is specified that, at present, the Company owns 420,140
treasury shares, accounting for 1.1830]% of share capital, whereas
Eurotech's subsidiaries do not own Company shares.
The notice of calling of the Ordinary Shareholders' Meeting will be
published, as required by law and the company bylaws, in the daily
newspaper "Finanza e Mercati" on 23 March 2012 and will also be
available on the Company's website at www.eurotech.com (in the
section Investors/Shareholder information). The documentation
required by current regulations concerning agenda topics and
proposals will be made available to the public, by the legal
deadline, at the Company's registered headquarters and c/o Borsa
Italiana SpA. Shareholders will also be able to peruse and obtain a
copy of this documentation at the Company's website, where it will
be made available by the legal deadline.
THE EUROTECH GROUP Eurotech (ETH.MI) is a global company based in
Italy and with offices and subsidiaries in Europe, North America
and Asia. The Eurotech Group develops and markets miniaturized
computers for special uses (NanoPCs) and computers featuring high
computing capacity (HPCs High Performance Computers). With these
two product categories Eurotech aims to become a leader in
implementation of the pervasive computing infrastructure commonly
known as Cloud or GRID, capable of enabling an entire range of
value-added activities and services in the transport, defence,
industrial, medical and scientific-research sectors.
Company contacts:
Investor relations Andrea Barbaro Tel. +39 0433 485411 e-mail:
andrea.barbaro@eurotech.com
Corporate Press Office Cristiana della Zonca Tel. +39 0433 485411
e-mail: cristiana.dellazonca@eurotech.com International Press
Office Jana Sanchez, CitySavvy Tel. +44 207395 1000 or +44 7985 917
060 e-mail: jana@citysavvy.com
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