Publication of Notice of Call of the Shareholders’ Meeting
Milan, 9 April 2020. DHH S.p.A. (“DHH”) (DHH.MI | WDHH21.MI) (ISIN shares IT0005203622 | ISIN warrants IT0005203689), the cloud computing provider of Southeast Europe, announces that the Shareholders’ Meeting of the Company will be held on 27 April 2020 at 9:00 a.m. in a sole call. The meeting will take place in Bologna (BO, Italy), via Santo Stefano 50, 40125, at the registered office of Princivalle Apruzzi Danielli Law Firm exclusively through the Designated Representative, to discuss and resolve on the following
- Approval of the financial statements of Dominion Hosting Holding S.p.A. as of 31 December 2019. Presentation of the consolidated financial statements as of 31 December 2019, relevant and consequential resolutions;
- Proposal of authorization to the purchase and disposal of own shares, relevant and consequential resolutions;
- Determination of the fees of Board of Directors’ members for the year 2020.
Please note that the date and/or the place and/or the participation and/or the voting modalities and/or the holding of the Meeting as set out in the call notice is subject to the applicable law and to the provisions issued by the Authorities for Covid-19 emergency.
Possible amendments shall be promptly communicated in the same way of the call notice publication and/or through the information channels required by the law.
Due to Covid19 emergency, in accordance to the Italian Law Decree no. 18 of the 17 March 2020, the attendance at the Meeting will take place only by the Designated Representative, pursuant to the article 135-undecies of the Italian Law Decree no. 58 of the 24 February 1998 (“TUF”) without the physical participation by shareholders. The members of the Company’s boards could attend the meeting by audio-conference.
Proxies or sub-proxies pursuant to article 135-novies of the TUF, may be granted to the Designated Representative notwithstanding the provision of the article 135-undecies, paragraph 4, of the same decree, in order to allow the wider use of this distance voting measures for all the shareholders, in accordance to the health protection fundamental principles of the Company’s shareholders, employees, members and advisors.
1. Information for the shareholders
The Company share capital amounts to Euro 148.855 distributed in no. 1.488.550 ordinary shares, without reference of the nominal value, each of them gives right to one vote.
2. Entitlement to participate and vote at the Meeting
Pursuant to article 83-sexies of the TUF, and the Company’s by-laws, the entitlement to participate to the Meeting is subject to the receipt, from the Company, of the communication released by an authorized intermediary, pursuant to the applicable law, stating the ownership of the shares on the basis of the accounting records related to the end of the seventh day of the accounting day of the open market previous of the Meeting date (i.e. 16 April 2020, the record date).
The credit and debit registrations made into the accounts after the record date do not count for the purpose of being entitled to exercise the voting right at the Meeting. The intermediary’s communications must be received by the Company within the end of the third day of open market previous the date of the Meeting and, thus, within the 11:59 p.m. of the 22 April 2020. Without prejudice to the entitlement to participate and vote, if the communications have reached the Company beyond the aforesaid terms, but before the start of the meeting works. Please note that the communication to the Company shall be carried out by the intermediary upon request of the person entitled to the right. There are no voting procedures by correspondence or through electronic way. The entitled people and/or their delegates will be able to express their vote through the Designed Representative pursuant to Art. 135-undecies and novies of the TUF.
3. Proxy vote and proxy granting
Each person entitled to participate at the Meeting, pursuant to paragraph 2 above, may be represented by the Designed Representative through proxy and/or sub-proxy written letter pursuant to the applicable law, with the option to use the proxy form available on the Company website at the address: https://www.dhh.international/shareholders-meeting/.
For the Shareholders Meeting hereto, DHH has appointed as Designated Representative, pursuant to article 135-undecies of TUF, the lawyer Mrs. Valentina Apruzzi. Written proxy letters at no cost for the Proxy Granter (with the exception of any courier fees) with voting instructions on all or some of the proposals on the Agenda may be submitted to said Designated Representative. The original proxy to the Designated Representative must be granted by subscribing of an appropriate form, containing the voting instructions and must be received by courier or by registered letter with return receipt at the registered office of Princivalle Apruzzi Danielli Law Firm, Via Santo Stefano n. 50, 40125 Bologna, within the end of the second day of the open market previous of the Meeting date (i.e. within the 11:59 p.m. of the 23 April 2020). It being understood that the proxy shall be sent in original with the voting instruction, it may also be electronically sent to the certified e-mail address email@example.com or to the Company certified e-mail address firstname.lastname@example.org.
The proxy delivery to the above-mentioned certified e-mail address, signed by digital signature in accordance with the applicable law, meet the requirement of the written form. The proxy will have no effect with regards to any proposals for which voting instructions have not been conferred.
The proxy and the voting instructions granted to the Designated Representative are revocable within the above term and by the same way of the proxy granting.
The documentation related to the agenda, required by the law, will be made available to the Shareholders and of those who are entitled to vote, at the registered office, Via Caldera 21, Milan (MI), and published on the Company website https://www.dhh.international/shareholders-meeting/ in accordance with law.
For the Board of Directors
DHH S.p.A. informs that on 9 April 2020 the Notice of Call of the Shareholders’ Meeting has been published on “il Sole 24 Ore” and on the Company’s website www.dhh.international.