Italeaf S.p.A. 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 15,444,000.00 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 April 29th 2016, at 3:00 p.m. local time, at the Company's registered office in Strada dello Stabilimento 1, Frazione Nera Montoro, Municipality of di Narni (TR) Italy, in order to discuss and resolve upon the following:
AGENDA
- Approval of the financial statements relating to the financial year ended on December 31st, 2015, 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; proposal of dividend distribution, relevant and consequent resolutions. Submission of the consolidated financial statements relating to the financial year ended on December 31st, 2015;
- Appointment of one members of the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Related 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 April 27th 2016, 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 26th 2016. Notably, in order to attend the shareholders' meeting SDB (Svenska Depa Bevis) holders shall result recorded as at Tuesday April 26th 2016 (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 info@italeaf.com 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 April 26th 2016 (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 info@italeaf.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 2015, that was already approved by the Board of Directors on March 31th 2016 The Board of Directors proposes to distribute a dividend of Euro 0.06 per share, corresponding to a total amount of Euro 926,640, and to carry forward the residual amount of the net profit.
2nd item on the agenda
Please note that the ordinary Shareholders' Meeting held on April 30th, 2015 resolved to set the number of the members of the Company's Board of Directors at 3 and to appoint the new Board of Directors of the Company for a term of 3 financial years (2015, 2016, and 2017) until the approval of the financial statements for year 2017. During the abovementioned Meeting there have been appointed as Directors, inter alia, Mr. Nicolino Romito. It is reminded that Mr. Nicolino Romito, on January 14 th, 2016, resigned from Director of Italeaf. On January 18 th, 2016, the Board of Directors, pursuant to Article 2386 of the Italian Civil Code, appointed by cooptation Mr. Marco Diamanti as new Director of the Company. Stated the above, please note that, according to applicable laws, the term of the offices of the new Directors co-opted by the Board of Directors will expire on the date of the next Meeting. Therefore, the Meeting will be asked to resolve upon the appointment of the new member of the Board of Directors pursuant to Article 2386 of the Italian Civil Code. Such new Director will remain in office until the expiration of the office of the current Board of Directors, i.e. until the date of the Meeting that will be held for the approval of the financial statements for the financial year ending on December 31st, 2017.
Documentation
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.
Nera Montoro, April 14th 2016
On behalf of the Board of Directors The Chairman (Prof. Stefano Neri)
HUG#2003328
