The DeA Capital Group
The shareholders’ meeting is the body of a joint-stock company where shareholders are required to take decisions on important issues in relation to the company, such as approving its financial statements and appointing the board of directors.
The shareholders’ meeting can be convened in ordinary and extraordinary sessions.
The ordinary shareholders’ meeting :
The ordinary shareholders’ meeting is called at least once a year within 120 days of the end of the company’s financial year, to approve the financial statements.
The extraordinary shareholders’ meeting resolves on amendments to the company Bylaws.
The ordinary shareholders’ meeting resolutions are passed by absolute majority, providing that at least half of the share capital participates in the shareholders meeting. Different majorities are required for the 2nd call of an ordinary meeting and for an extraordinary meeting.
ballot permitted?
Holders of ordinary shares can confer a proxy to a representative. In addition, DeA Capital nominates an appointed representative, to which any shareholder can confer a proxy, by the end of the second working day before the Shareholders’ meeting. Forms for proxies and voting instructions are available on DeA Capital website. In 2011 the appointed representative is Servizio Titoli S.p.A.
Absentee ballot is not permitted, for the time being.
The shareholders’ meeting is generally held in Milan and is convened by the chairman and/or the directors via an announcement, indicating the date, time and place of the meeting and the agenda to be discussed, published in accordance with the legal deadlines (at least 30 days before the date of the shareholders’ meeting) on a national newspaper (generally “MF”), and on Borsa Italiana and DeA Capital websites.
The announcement is published on this website together with information on how to take part in the shareholders’ meeting, all the documents that will be discussed during the meeting and the proxy form.
The shareholders meeting can be called on request of shareholders that own at least 5% of the share capital.
Shareholders that own at least 2.5% of the share capital are entitled to request, in writing, the inclusion of additional subjects to the meeting agenda, within 10 days of publication of the Notice of shareholders’ meeting. No inclusion is permitted for subjects that are reserved by law to the Directors.
According to the Bylaws, shareholders that own (individually or jointly) at least 2.5% of the voting shares can present a slate for the appointment of the Board of Directors and of the Statutory Auditors.
All documents relating the Shareholders’ meetings are available at the company headquarters (Milano – Via Borgonuovo, 24) or on DeA Capital website, section Corporate Governance – Shareholders’ meetings.
Holders of ordinary shares are entitled to take part in the shareholders’ meeting in person or through a representative.
In order to attend the shareholders’ meeting, shareholders must ask an authorised intermediary (i.e. the bank with which the shareholder’s securities are deposited) to send DeA Capital a certification that they own the shares and are entitled to vote, before the end of the seventh working day (“Record date”) before the date of the meeting. The shares remain fully available for shareholders.
Shareholders can ask questions before the shareholders’ meeting through the DeA Capital website (www.deacapital.it) , in the section “Contacts – Info requests” before close of business on the fifth day before the date scheduled for the first-call Shareholders’ Meeting. DeA Capital will answer at the latest during the Shareholders’ meeting.
