Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent modifications
ORDINARY AND EXTRAORDINARY
SHAREHOLDERS' MEETING OF DADA S.p.A.
NUMBER OF DIRECTORS REDUCED AND APPOINTMENT OF STATUTORY AUDITORS
STOCK OPTION PLAN APPROVED AND POWERS DELEGATED TO THE BOARD TO IMPLEMENT PLAN AND RELATED SHARE CAPITAL INCREASE
Florence, January 9, 2009 -
The Shareholders' Meeting of Dada S.p.A. (MTA of Borsa Italiana: DA.MI)
held today, following the resignation of the Directors Angelo Falchetti
and Marco Argenti, resolved to reduce the number of Directors from 13
to 11 in office until the approval of the 2008 Annual Accounts.
The Shareholders' Meeting also confirmed Claudio Pastori as a Standing
Auditor; he had temporarily assumed this position following the
resignation of Massimo Cremona belonging to the list already proposed
by the majority list. Maria Stefania Sala was appointed as an Alternate
Auditor.
The Shareholders' Meeting also approved in ordinary session the stock
option incentive plan for the period 2009-2011 (the "2009-2011 Top
Manager Plan" or the "Plan"), proposed by the Board of Directors for
directors holding particular positions as well as general managers
and/or executives and/or Division managers of Dada and/or or its
Subsidiary Companies, whether employees or consultants.
The aim of the Plan is to provide incentives and ensure the loyalty of
the relative beneficiaries, rendering them jointly responsible while at
the same time participating in the growth of the Dada Group. The
Shareholders' Meeting therefore vested the Board with the power to
implement the Plan. The following is also reported:
- Among the beneficiaries of the Plan, which will be decided by the
Board of Directors of Dada on the proposal of the Remuneration
Committee of the Company, persons belonging to the category established
by article 152.6, paragraph I, letter c. (c-2, c-3), of CONSOB
Regulation No. 11971/99 may be included;
- The Plan provides for
the granting of options for the subscription of up to a maximum of
500,000 new ordinary shares of Dada. The determination of the number of
options to be granted to each beneficiary of the Plan will be made by
the Board of Directors on the exercise of the powers for the share
capital increase proposed to the Shareholders' Meeting and will be
based on the strategic importance of the office held and of the
organisational position held within the Group;
- The issue price of the Shares, arising from the subscription of the
option rights, will be the average official price of the ordinary
shares of Dada S.p.A. in the trading days between the grant date of the
Options and the same day in the previous month. The above-mentioned
issue price may not be lower than that determined, pursuant to article
2441, paragraph 6, of the civil code, based on the net equity value of
the Company from the latest annual accounts approved before the
granting of the subscription rights, also taking into consideration the
share price in the last half-year period. The above-mentioned
determination of the exercise price of the Options is applicable to all
the Options granted. However, the Options may be granted on different
dates. Therefore, the exercise price of the same may vary depending on
the grant date; the exercise of the options granted in the Plan will be
subject to the achievement of minimum EBITDA levels of the Dada Group
in the three-year period 2009-2011, in accordance with that established
by the Board of Directors in the Plan. The exercise of the options
vested may take place during predetermined exercise periods, subsequent
to the approval, by the Shareholders' Meeting of the Company, of the
annual accounts for the year ended December 31, 2011, and in any case
not beyond November 11, 2015.
In
extraordinary session,
the Shareholders' Meeting then approved the delegation of the powers to
the Board of Directors, in accordance with article 2443 of the civil
code - to be exercised within 5 years from the date of the
shareholders' meeting resolution - to implement a paid-in share capital
increase with the exclusion of the rights option, under article 2441,
paragraphs 5 and 6 of the civil code - including in several tranches -
to service the 2009-2011 Top Manager Plan, for a maximum nominal amount
of Euro 85,000.00, through the issue of a maximum of 500,000 ordinary
shares of Dada of a nominal value of Euro 0.17 each.
Further information concerning the Plan will be published in accordance
with the terms and provisions prescribed by law.
