CALL NOTICE OF THE ORDINARY SHAREHOLDERS' MEETING

The Extraordinary and Ordinary Shareholders' Meeting for the day of 29 April 2021, at single convocation, at 10:00 am, in Rome, at the offices of doValue located in Lungotevere Flaminio no. 18, to discuss and resolve on the following

AGENDA

  • 1. Financial statements and consolidated financial statements at 31 December 2020

    • 1.1 Approval of the Financial Statements as at 31 December 2020, Directors' Report on Operations, Report by the Board of Auditors and the Independent Auditing Firm. Presentation of the Consolidated Financial Statements as at 31 December 2020.

    • 1.2 Allocation of the profit for the year and distribution of dividend. Related and consequent resolutions.

  • 2. Remuneration policies:

    • 2.1 Report on remuneration policy and on compensation paid a) Binding resolution on the first section in accordance with Art. 123-ter, paragraph 3-bis of Italian Legislative Decree no. 58 of 24 February 1998.

      b) Non-binding resolution on the second section in accordance with Art. 123-ter, paragraph 6 of Italian Legislative Decree no. 58 of 24 February 1998.

    • 2.2 2021 Incentive Plan based on financial instruments (with CONSOB Information Document for 2021 stock option plan).

  • 3. Authorisation to purchase and dispose of treasury shares and operate on them, following revocation of

  • the resolution of authorisation passed by the Ordinary Shareholders' Meeting on 26 May 2020.

  • 4. Appointment of the Board of Directors:

    • 4.1 Determination of the number of members.

    • 4.2 Determination of the term of office.

    • 4.3 Appointment of the members of the Board of Directors.

    • 4.4 Determination of the fee for members of the Board of Directors.

5. Appointment of the Board of Auditors:

  • 5.1 Appointment of three statutory auditors and two alternate auditors.

  • 5.2 Appointment of the Chairman.

  • 5.3 Determination of the fee for members of the Board of Auditors.

*****

In order to minimise the risks associated with the current health emergency, the Company has decided to invoke the option established by Italian Decree Law dated 17 March 2020, no. 18, setting out "Measures to strengthen the National Health Service and provide economic support for families, workers and businesses in connection with the COVID-19 epidemiological emergency", converted with amendments into Italian Law of 24 April 2020 and the application of which has been extended, most recently by Decree Law no. 183 of 31 December 2020, converted with amendments into Italian Law no. 21 of 26 February 2021 (the "Cura Italia Decree"), to envisage that shareholders shall only attend the Shareholders' Meeting through the designated representative in accordance with Article 135-undecies of Italian Legislative Decree no. 58/98 (the "Consolidated Finance Law"), without physical participation by the shareholders.

LEGITIMACY TO ATTEND AT THE SHAREHOLDERS' MEETING

In accordance with Article 83-sexies of the Consolidated Finance Law and Art. 8 of the Articles of Association, the legitimacy to attend at the Shareholders' Meeting and to exercise the right to vote - which may occur exclusively by way of the Designated Representative - is subject to the Company receiving the communication issued by an authorised intermediary in accordance with existing regulations certifying ownership of the Shares based on the contents of its accounting records at the end of the accounting day of the seventh open market day before the date for the Shareholders' Meeting at single convocation (namely 20 April 2021 - record date). Those who come to hold shares after that date will not have the right to attend and vote at the Shareholders' Meeting.

The communication of the intermediary must reach the Company by the end of the third trading day before the date of the Meeting and, therefore, by 26 April 2021. The legitimacy to attend and vote remains valid if the communications are received by the Company beyond the aforementioned deadline, provided that it is before the beginning of the Shareholders' Meeting works.

The Directors, the Auditors, the representative of the independent auditing company and the Designated Representative pursuant to Article 135-undecies of the Consolidated Finance Law (T.U.F.) may attend the Shareholders' Meeting using remote connection systems that allow identification, in compliance with existing applicable regulations; the secretary of the meeting and the Notary will be present at the place where the Shareholders' Meeting is called.

ATTENDANCE AT THE SHAREHOLDERS' MEETING AND GRANTING OF DELEGATION TO THE SHAREHOLDERS' REPRESENTATIVE

In accordance with Art. 106 of the Cura Italia Decree, attendance of the Shareholders' Meeting by those entitled to vote shall take place exclusively through Società per Amministrazioni Fiduciarie Spafid S.p.A. with registered office in Milan ("Spafid"), as the Company's Designated Representative in accordance with Art. 135-undecies of the Consolidated Finance Law ("Designated Representative").

The delegation can be conferred, at no cost to the delegating party (apart from any postage costs) with voting instructions given on all or some of the proposals on the agenda, through the specific form available, following the instructions for its completion and transmission, on the Company's website atwww.dovalue.it in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section. The delegation with the voting instructions must be sent, together with the copy of a valid identification document of the delegating party or, if the delegating party is a legal entity, of the legal representative pro tempore or other subject duly empowered as necessary, together with

documentation able to attest to such qualification and powers, to the Designated Representative and received by it by the end of the second trading day before the date of the Shareholders' Meeting (i.e. by 27 April 2021), in any of the following ways: i) sending of an electronic copy (PDF) to the certified e-mail addressassemblee@pec.spafid.it(subject: "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)) from their own certified e-mail address (or, for lack thereof, from their own e-mail address sending the electronic document signed by means of qualified electronic or digital signature); ii)

sending of the original copy, by courier or recorded delivery with A/R to Spafid S.p.A., Foro Buonaparte n. 10, 20121 Milan (Ref. "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)) sending an electronic copy (PDF) ahead by ordinary e-mail toassemblee@pec.spafid.it(subject line "Delega Assemblea doValue 2021" (Delegation doValue 2021 Shareholders' Meeting)).

By the aforementioned deadline of 27 April 2021, the delegation and voting instructions may always be revoked by the methods indicated above.

It is noted that the shares for which the delegation has been granted, even partial, are calculated for the purposes of the due constitution of the Shareholders' Meeting.

In accordance with the aforementioned Decree, the Designated Representative may also be granted delegations and/or sub-delegations pursuant to Article 135-novies of the Consolidated Finance Law (T.U.F.), in derogation of Art. 135-undecies, paragraph 4 of the Consolidated Finance Law.

Those who do not wish to use the intervention method envisaged by Art. 135-undecies of the Consolidated Finance Law, may, alternatively, grant to the Delegated Representative itself a delegation or sub-delegation pursuant to Art. 135-novies of the Consolidated Finance Law, necessarily containing voting instructions on all or some of the proposals on the agenda, by using the appropriate delegation/sub-delegation form, available on the Company's website atwww.dovalue.it in the "Governance - Assemblea degli Azionisti 29 aprile 2021" (Governance - Shareholders' Meeting 29 April 2021) section.

For the granting of delegations/sub-delegations the procedures set out in the delegation form must be followed. The delegation must be received by 6:00 pm on the day before the Shareholders' Meeting (and in any case by the beginning of the shareholders' meeting works). The delegation and voting instructions may always be revoked by the above deadline by the methods indicated above.

For any clarifications regarding the granting of the delegation to the Designated Representative (and in particular regarding the completion of the delegation form and the voting instructions and their transmission), Spafid can be contacted by e-mail atconfidential@spafid.itor at the following telephone number (+39) 0280687.335 - 0280687.319 (on open office days, from 9:00 am to 5:00 pm).

The Company reserves the right to supplement and/or amend the above instructions in consideration of the intervening needs as a result of the current epidemiological emergency situation from COVID-19 and its developments that cannot currently be foreseen.

ADDITIONS TO THE AGENDA AND PRESENTATION OF NEW PROPOSED RESOLUTIONS (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1,

FIRST SENTENCE, CONSOLIDATED FINANCE LAW)

In accordance with Art. 126-bis of the Consolidated Finance Law (T.U.F.), Shareholders who, jointly or separately, represent at least one-fortieth of the share capital may request, within ten days of the publication of this notice and, therefore, by 28 March 2021, the addition to the agenda, specifying in the

request the proposed additional items or submit resolution proposals concerning items already included in the agenda by this call notice.

Shareholders for whom the Company has received an ad hoc communication by an intermediary authorised by applicable legal regulations are entitled to request that further items be added to the agenda or to present new resolution proposals.

The requests for addition and the other proposals of resolution must be submitted in writing and must be received by the Company by 28 March 2021, by recorded delivery letter at the registered office of the Company, Viale dell'Agricoltura n. 7, 37135 Verona (for the attention of Ufficio Affari Societari (Corporate Affairs Office), or by certified e-maildovalue.legalesocietario@cert.dovalue.it - with CC tocoraffairs@dovalue.it (indicating, in the message accompanying the request, a telephone number, fax number or e-mail address of the sender).

By the aforementioned deadline of ten days, the proposing Shareholders must submit a report stating the reasons for the proposed resolutions on the new subjects they are proposing to discuss or the reasons for the further proposed resolutions presented on items already in the agenda.

The supplementation of the agenda is not allowed for the matters on which the Shareholders' Meeting resolves, according to the law, on the proposal of the Directors or on the basis of a project or a report prepared by them.

Any additions to the agenda or the presentation of further resolution proposals will be announced by the Company, with the same procedures for publishing this notice, at least fifteen days before the date of the Shareholders' Meeting.

PRESENTATION OF NEW PROPOSED RESOLUTIONS (PURSUANT TO ARTICLE 126-BIS, PARAGRAPH 1, PENULTIMATE SENTENCE, CONSOLIDATED FINANCE LAW)

Due to the fact that the intervention in the Shareholders' Meeting and exercise of voting rights can only take place through the Company's Designated Representative, for this Shareholders' Meeting, in order to make it possible for those concerned to exercise the right pursuant to Art. 126-bis, paragraph 1, penultimate sentence of the Consolidated Finance Law, it is envisaged that the Shareholders can individually present the Company with proposed resolutions on the items on the agenda by 13 April 2021 so that the Company can thereafter publish them.

Proposals of resolution must be submitted in writing and received by the specified deadline, sent by recorded delivery letter to the registered office of the Company, Viale dell'Agricoltura 7, 37135 Verona (for the attention of Ufficio Affari Societari (Corporate Affairs Office), or by certified e-maildovalue.legalesocietario@cert.dovalue.it - with CC to coraffairs@dovalue.it (indicating, in the message accompanying the request, a telephone number, fax number or e-mail address of the sender), together with a specific communication attesting to the legitimacy to exercise said right, issued by qualified intermediaries in accordance with the law.

The proposed resolutions received in accordance with the terms and conditions set out above will be published on the Company's website by 14 April 2021, so that all those with voting rights can examine then and consequently confer delegations and/or sub-delegations with the related voting instructions, on the Designated Representative. For the purpose of the foregoing, the Company reserves the right to verify the pertinence of the proposals with respect to the items on the agenda, their completeness and their conformity with applicable provisions, as well as the legitimacy of those making the proposals

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

doValue S.p.A. published this content on 18 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 March 2021 19:35:02 UTC.