Call for Seat General Shareholders’ Meeting

04/07/2003 - 00:00 PM

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Disclaimer
The information herein does not constitute an offer or an invitation to buy financial instruments in the United States of America. The above-mentioned financial instruments to be issued by the entity which will result as a consequence of the proposed demerger (hereinafter “New SEAT Pagine Gialle”) have not been (and shall not be) registered, pursuant to the provisions of the United States Securities Act of 1933 (hereinafter “Securities Act”), and cannot be offered or sold, either directly or indirectly, in the United States of America without a special exemption from registration requirements of the Securities Act. Ordinary and savings shares to be issued  by New SEAT Pagine Gialle as a result of the proposed demerger  will be available in the United States only if and insofar as an exemption from registration requirements set forth in  the Securities Act is applicable

Following the press release of 1 April 2003 and in execution of the powers granted to him by the Board of Directors, the Chairman of Seat Pagine Gialle Riccardo Perissich issued the notice of call for the Ordinary and Extraordinary General Shareholders´ Meeting on 9 and 10 May 2003 (first and second call, respectively) at 3 pm in Milan at the Assolombarda Congress Center.

The Agenda of the Meeting is as follows:

Extraordinary Session
1. Proposal for amendment of the following articles of the Company Bylaws: Art 6 (“Shares”), concerning the procedures to pay the preferred dividend of the savings shares; Art. 12 (“Ordinary and Extraordinary General Meeting”), concerning the reference to the relevant legal provisions establishing quorum requirements for holding the meetings and passing resolutions; Art. 15 (“Composition of the Board of Directors”) concerning a technical specification; Art. 17 (“Meetings of the Board of Directors”) concerning conveyance of information (pursuant to Art. 150 of Legislative Decree 58/98) to the Board of Statutory Auditors; Art. 23 (“Board of Statutory Auditors”) concerning the possibility to hold meetings of the Statutory Aditors via video-conference or audio-conference.

Ordinary Session
2. Resolutions as per Art. 2364, No. 2 of the Italian Civil Code. Appointment of a Director.
3. Annual Accounts of Seat Pagine Gialle S.p.A. for the year ended 31 December 2002. Directors’ Report on Operations. Proposal for the distribution of dividends, also from past periods and only for savings shares, using company reserves. Resolutions consequent and relating to the above.

Extraordinary Session
4.  Approval of the proportional demerger project of Seat Pagine Gialle S.p.A. through the transfer of the directories activities of the company (telephone directories, directory assistance and business information) to a newly established company (the “New Company”) and, as a consequence: (i) amendment of the following articles of the Bylaws of the surviving company: Art. 1 (“Name”), Art. 2 (“Registered Office”), Art. 5 (“Amount of capital stock”); (ii) approval of the Charter, including the appointment of the relevant corporate body and of the Bylaws of the New Company; (iii) approval of the application for admittance to listing of ordinary and savings shares of the New Company on regulated markets; (iv) mandate to independent auditors for the three-year period 2003, 2004 and 2005 for auditing the annual accounts of the New Company and for limited auditing of the half-year report and other periodical auditing and determination of the relevant fee. Resolutions consequent and relating to the above and granting of powers.

The notice of call for the Shareholders’ Meeting was published today in the Italian Official Gazette.