Call Shareholders'AGM
March 24 2014 - 4:42AM
Italian Regulatory (Text)
NOTICE OF SHAREHOLDERS' AGM
Those with the right to attend and vote are called to the
Shareholders' AGM at the registered office in Cavriago, Corte Tegge
municipality (Reggio Emilia), via Nobel 2/4 on April 24, 2014 at 9
AM in single call, to discuss and vote upon the following Agenda
applicable regulation governing ownership of shares, based on the
accounting records at the end of the seventh open market trading
day before the date fixed for the Shareholders' AGM in single call
(April 11, 2014), have the right to attend the Shareholders' AGM.
Those who hold shares after April 11, 2014 will not have the right
to attend or vote at the Shareholders' AGM. The communication drawn
up by the appointed intermediary must be sent to the Company by the
seventh open market trading day before the date fixed for the
Shareholders' AGM in single call (April 17, 2014) or, however, by
the start of the Shareholders' AGM. Proxy Voting Each shareholder
who has the right to attend the Shareholders' AGM may be
represented by a proxy in accordance with the applicable law and
regulations. A copy of the proxy form is available at the
registered office, on the Company website www.landi.it/, Investor
Relations Governance 2014 Shareholders' AGM documents section,
as well as at the appointed intermediaries. Where the proxy
delivers or sends to the Company, through certified email to the
following certified email address
mailto:landirenzoassembleaaprile2014@open.legalmail.it in place of
the original a copy of the proxy, they must declare under their own
responsibility compliance of the proxy to the original and the
identity of the principal. In accordance with applicable
regulations, the proxy must maintain the original proxy form and
any voting instructions received for one year from the conclusion
of the Shareholders' AGM. Proxy may be conferred through an
electronic document, signed electronically in accordance with
Article 21, paragraph 2 of Legislative Decree No. 82 of March 7,
2005, as subsequently amended or an equivalent document. In
accordance with the by-laws, the Company does not appoint a
representative for the conferment of proxy for those with the right
to attend the Shareholders' AGM. Questions on matters on the Agenda
Shareholders with the right to vote may submit questions on matters
on the Agenda also before the Shareholders' AGM, although by April
22, 2014, with response given at the latest during the AGM itself,
through certified email to the following cer tified email address
mailto:landirenzoassembleaaprile2014@open.legalmail.it, accompanied
by the appropriate communication issued by the appointed
intermediary proving the right to vote. Responses are considered
given during the meeting when they are provided at the beginning of
the meeting in hard copy and made available to those entitled to
vote. Documentation Documentation relating to the Shareholders'
AGM, including the reports of the Board of Directors and the
proposals regarding the matters of the Agenda, the Annual Report,
together with the Reports of the Board of Statutory Auditors and
the Independent Audit Firm and the Remuneration Report, will be
made available in accordance with law at the registered office to
Shareholders and the public. The above documentation will also be
made available on the company's website: www.landi.it, Investor
Relations Governance 2014 Shareholders' AGM documents section.
Shareholders and those with voting rights may obtain a copy of all
the above-stated documentation. The Chairman of the Board of
Directors Cavriago, March 24, 2014 Stefano Landi
1. Financial Statements for the year ended December 31, 2013;
Directors' Report; Board of Statutory Auditor's Report; Independent
Auditors' Report; deliberations thereon; 2. Approval of the first
section of the Remuneration Report in accordance with Article
123-ter, sixth paragraph, of Legislative Decree No. 58 of February
24, 1998, as subsequently amended and supplemented; 3.
Authorisation for the purchase and utilisation of treasury shares,
with prior revocation, where not utilised, of the previous
Shareholders' resolution of April 24, 2013; deliberations thereon;
Information on the share capital The share capital of Euro
11,250,000.00, fully subscribed and paid-in, comprises 112,500,000
ordinary shares of a par value of Euro 0.10 each. Each ordinary
share has the right to one vote at the Ordinary and Extraordinary
Shareholders' Meetings of the Company. At today's date, the Company
does not hold treasury shares. Information concerning the share
capital composition is available on the Company website
www.landi.it/, Investor Relations Share Capital section.
Supplementation of the Agenda and presentation of new proposals In
accordance with Article 126 bis of Legislative Decree No. 58 of
February 24, 1998, as subsequently amended and supplemented
("CLF"), shareholders who represent, even jointly, at least
one-fortieth of the share capital may request, within ten days of
publication of the present call notice (April 3, 2014),
supplementation to the matters on the Agenda, indicating in the
request the further matters to be included on the Agenda, or
proposals on matters already on the Agenda. The request must be
presented in writing by proposing shareholders, together with
documentation proving ownership of the shares granted by an
appointed intermediary in accordance with the accounting records,
through registered letter sent to the Company offices at Cavriago,
Corte Tegge Municipality (Reggio Emilia), via Nobel 2/4 for the
attention of the Investor Relator. Within the same time period and
in the same manner, proposing shareholders must also send to the
Board of Directors a report on the matters proposed or the further
proposals presented on matters already on the Agenda.
Supplementation is not permitted for matters on which the
Shareholders' AGM will vote, in accordance with law, on proposals
of the directors or concerning projects or reports other than those
prepared in accordance with Art.125-ter, first paragraph, of the
CLF. Any supplementations to the matters on the Agenda or the
presentation of new proposals, in addition to the relative reports
prepared by proposing shareholders, will be notified in the same
manner established for the publication of the present call notice,
at least 15 days before the Shareholders' AGM. Right to attend In
accordance with Article 83-sexies of the CLF, those with the right
to attend the Shareholders' AGM and the right to vote, in relation
to whom the Company have received the communication issued by an
appointed intermediary in accordance with
Landi Renzo S.p.A. | Share Capital fully paid up 11,250,000 Euro |
Headquarters in Cavriago (Reggio Emilia), località Corte Tegge, via
Nobel, 2/4 | 42025 , | Italy | Tax Code and VAT Code n.
00523300358REA 138031
www.landi.it
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