As per the meeting notice currently in the process of publication, the Ordinary Shareholders’ Meeting will be held on 26 April 2012 at 9 am. on first call and, if necessary, on 27 April 2012 on second call, at the AGEMONT conference room in Amaro (Udine), Italy, Via Linussio 1, to discuss and vote on the following agenda:
• Annual report of Eurotech SpA for the year ended 31 December 2011; Directors’ 2011 management report; Board of Statutory Auditors’ report; Independent Auditor's report; related and consequent resolutions; presentation of the Group’s consolidated financial statements for the year ended 31 December 2011 and related reports. Related and consequent resolutions.
• Report on remuneration, pursuant to Article 123-ter of Italian Legislative Decree 58/1998; related and consequent resolutions.
• Authorisation to buy and dispose of own shares, pursuant to the combined rules of Articles 2357 and 2357-ter of the Italian Civil Code, as well as of Article 132 of Italian Legislative Decree 58/1998 (Italian Consolidated Finance Act) and related implementation directives. Related and consequent resolutions.
Proposal to the Shareholders’ Meeting for own-share buyback
The Board of Directors has also decided to submit a proposal for approval to the Shareholders’ Meeting to authorize further purchases and disposals of the Company’s own shares, beyond the duration of the previous purchase authorization approved by the Shareholders' Meeting of 27 April 2011 and expiring in financial year 2012. This request for authorization aims to enable the Board possibly to use treasury shares, in compliance with current regulations, for the purposes contemplated by market practice concerning share buyback to create a so-called “securities inventory”, as allowed by the CONSOB (Italian securities & exchange commission), pursuant to Article 180, paragraph 1, letter c), of Italian Legislative Decree 58/1998, with its resolution no. 16839 of 19 March 2009 and thus (i) for the purposes of possible use of the shares as payment in extraordinary operations, also involving equity swaps with other parties as part of deals in the Company’s interest, or (ii) for the purposes of using any such treasury shares to service programmes for distribution, with or without consideration, of stock options or shares to directors, employees and outside staff of the Company, or of the latter’s subsidiaries, as well as for bonus stock grant programmes for shareholders.
Authorization is requested for the purchase, also in several tranches, of ordinary shares up to a maximum amount not exceeding, in total, the maximum limit established by the regulations applicable at any given time and for a period of 18 (eighteen) months, as from the date of the Ordinary General Shareholder Meeting resolution. Authorisation for disposal of treasury shares is requested without any time limits.
The Board of Directors proposes that own-share buybacks be performed observing the operating conditions established for the market practice mentioned above, meaning that the limits and restrictions referred to in such practice are also applicable, in particular those concerning the price of purchase proposals and volume of trades.
In any case, the minimum unit amount must not be more than 15% lower and the maximum amount must not be more than 15% higher than the official price recorded for Eurotech stock on the market trading day preceding each single purchase transaction or, if purchases are made by means of a public tender or exchange offer, that they take place at an amount with a minimum not more than 15% lower and a maximum not more than 15% higher than the official price recorded for Eurotech stock on the market trading day preceding announcement to the public.
It is specified that, at present, the Company owns 420,140 treasury shares, accounting for 1.1830% of share capital, whereas Eurotech’s subsidiaries do not own Company shares.
The notice of calling of the Ordinary Shareholders’ Meeting will be published, as required by law and the company bylaws, in the daily newspaper “Finanza e Mercati” on 23 March 2012 and will also be available on the Company’s website at eurotech.com (in the section Investors/Shareholder information).
The documentation required by current regulations concerning agenda topics and proposals will be made available to the public, by the legal deadline, at the Company’s registered headquarters and c/o Borsa Italiana SpA. Shareholders will also be able to peruse and obtain a copy of this documentation at the Company’s website, where it will be made available by the legal deadline.
Investor relations, Andrea Barbaro
T: +39 0433 485411 - E: andrea.barbaro[.]eurotech.com.
International Press Office
Jana Sanchez, CitySavvy
T: +44(0)20 7395 1000 or +44(0)79 8591 7060 - E: jana[.]citysavvy.com.