Annual general meeting 2015

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 first call on April 30th 2015, at 9:30 a.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

1) Approval of the financial statements relating to the financial year ended on December 31st, 2014, 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, 2014;

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.

4) Integration of the engagement to the audit company PricewaterhouseCoopers S.p.A. for the year 2014-2016; 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 April 27th 2015, 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 2015. Notably, in order to attend the shareholders’ meeting SDB (Svenska Depa Bevis) holders shall result recorded as at Monday April 27th 2015 (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 27th 2015 (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 2014, that was already approved by the Board of Directors on March 30th 2015

The Board of Directors proposes to distribute a dividend of Euro 0.08 per share, corresponding to a total amount of Euro 1,235,520, and to carry forward the residual amount of the net profit.

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. It is prosed the appointment of Mr. Nicolino Romito as director. For the period 2015-2017

3rd item on the agenda

It is proposed the re-appointment of the following persons as statutory auditors: Mr. Vittorio Pellegrini as Chairman, and Mr. Andrea Bellucci as effective statutory auditor, Mr. Paolo Sebastiani as effective statutory auditor, Mr. Marco Rosatelli as deputy statutory auditor, and Mr. Fausto Sciamanna as deputy statutory auditor. For the period 2015-2017

 

4th item on the agenda

It is proposed to integrate the remuneration to the audit company PricewaterhouseCoopers for the years 2014-2106 due to the higher complexity of the auditing as a consequence of the admission to trading of Italeaf S.p.A.’s shares on the multilateral trading system, Nasdaq OMX in Sweden.

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. Notably, the following documents shall be available:

  1. The draft financial statements, the Board of Director’s report, the Board of Statutory Auditors’ report and the audit company’s report;
  2. The Company’s by-laws.

 

Nera Montoro, April 15th 2015

 

 

On behalf of the Board of Directors

The Chairman

(Prof. Stefano Neri)