Press Release in accordance with CONSOB Regulation No. 11971/1999 and subsequent amendments
ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF DADA S.p.A.
Confirmation of the Directors already co-opted to the Board and integration of the Board of Statutory Auditors. Delegation of powers also given to the Board of Directors for a share capital increase to service a Stock Option Plan for the Group’s top management.
Florence, December 30th, 2005 - In the ordinary session of a meeting held today, the Shareholders’ Meeting of DADA S.p.A. (MTAX of Borsa Italiana: DA.MI) confirmed the appointment of the Directors Vittorio Colao, Aldo Bisio, Alberto Ronzoni, Giorgio Valerio, Pietro Varvello and Marco Argenti, previously co-opted to the Board.
The Shareholders’ Meeting also confirmed in the office of Statutory Auditor Francesca Pirrelli, who was appointed following the premature passing of the Statutory Auditor Giancarlo Lemmi, and also integrated the Board of Statutory Auditors with the appointment of Claudio Pastori as a new Alternate Statutory Auditor.
In the extraordinary session, the Shareholders’ Meeting of DADA delegated the Board of Directors of the Company – for a maximum period of 5 years from the current date – the powers to issue a paid share capital increase in one or more tranche for a total nominal maximum amount of Euro 136,000.00, through the issue of a maximum of 800,000 ordinary shares of DADA for a nominal value of Euro 0.17 each, and thus with the exclusion of the option rights in accordance with the combined provisions of the fifth and sixth paragraphs of article 2441 and article 2443, second paragraph of the Civil Code, in order to service a Stock Option Plan to provide incentives to the Top Management and Directors having specific managerial powers and offices and/or for the General Managers and/or Executives and/or Managers of the Business Units within DADA S.p.A. and/or of its subsidiaries.
The subscription price of the shares will be determined by the Board of Directors on the assignment of the subscription rights, at a price per share, including the premium and nominal value, not lower than the official average arithmetical prices recorded by the ordinary shares of DADA S.p.A. in the period between the assignment date of the subscription rights and the same day in the previous month. The Shareholders’ Meeting also indicated that the above-mentioned issue price cannot be lower than that determined on the basis of the net equity value of the Company, also taking into account the share price trend in the last six months.
The Board of Directors of the Company was also conferred the powers to implement the plan and approve Regulations for the Stock Option Plan.
