Digi Communications N.V.: Convocation of the Company’s General Shareholders Meeting for 2 May 2018 for the Approval of, among Others, the 2017 Annual Report and of the 2017 Financial Statements
The Company would like to inform the market and its investors that today, 21 March 2018, the Board of Directors of the Company convenes the general shareholders meeting of the shareholders (the “GSM”) of the Company (Digi Communications N.V.), to be held on Wednesday, 2 May 2018 at 12:00 p.m. CEST, at Radisson Blu Hotel Amsterdam airport, Boeing avenue 2, 1119 PB Schiphol-Rrijk, The Netherlands.
The main topics for the GSM are the following:
- discussion and approval items on the Annual Report 2017 (including the annual report, the financial statements (consolidated and stand-alone) and the auditor report);
- appointment of the statutory auditor for the year ending 31 December 2018;
- approval for the distribution of a gross dividend of 0.35 RON per share; ex-date – 21 May 2018, reference date – 22 May 2018, and the payment date – 29 May 2018;
- designation of the Board of Directors as the competent body to repurchase own Class B Shares;
- approval of award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy, and of the Company’s Stock Option Plan;
- authorization for the Board of Directors to decide upon the award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy for non-executive directors.
We kindly invite the market to visit the Company’s website at http://www.digi-communications.ro/en/general-share-holders (for English readers) and at http://www.digi-communications.ro/ro/aga (for Romanian readers) to review the documentation package for the GSM.
The above-mentioned section from the Company’s website also contain the English and Romanian complete versions of the 2017 Annual Report, the 2017 Consolidated and Stand-alone Financial Statements of the Company, as well as the Independent Auditor’s Report.
The document named ‘Agenda and explanatory notes’ contains detailed descriptions regarding the items for the GSM.
Any shareholder interested in attending or voting at the GSM needs to follow the procedures set out in the articles of association of the Company (available at http://www.digi-communications.ro/en/corporate-governance) and on the ‘Convocation Notice’ available at http://www.digi-communications.ro/en/general-share-holders).
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF DIGI COMMUNICATIONS N.V. (THE COMPANY) TO BE HELD ON WEDNESDAY, MAY 2, 2018 AT 12:00 P.M. CEST AT RADISSON BLU HOTEL AMSTERDAM AIRPORT, BOEING AVENUE 2, 1119 PB SCHIPHOL-RIJK, THE NETHERLANDS
2. Annual Report 2017
a. Board report 2017 (discussion item)
b. Application of the remuneration policy in 2017 (discussion item)
c. Corporate governance of the Company and compliance with the Dutch Corporate Governance Code (discussion item)
d. Dividend and Reservations Policy (discussion item)
e. Adoption of the 2017 Annual Accounts (voting item)
f. Distribution of dividend (voting item)
g. Release from liability of the members of Board of Directors (voting item)
3. Appointment of Statutory Auditor (voting item)
4. Designation of the Board of Directors as the competent body to repurchase own Class B Shares (voting item)
5. Approval of award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy, and of the Company’s Stock Option Plan
a. Authorize the Board of Directors to decide upon the award of stock options and shares to executive and non-executive directors and relating amendment of the remuneration policy for non-executive directors (voting item)
b. Amendment of the Company’s Share Option Plan (voting item)
6. Close of Meeting
The agenda and explanatory notes together with the Annual Report 2017 will be posted on the website of the Company (www.digi-communications.ro) from 21 March 2018 onwards and will, with effect from the same date, be available for inspection and obtainable free of charge at the offices of the Company (tel. +40314006505 and address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania).
In accordance with the statutory provisions of the Dutch Civil Code, shareholders entitled to attend and vote at the AGM, are the persons who (i) are registered as shareholder in one of the (sub)registers as described below on the 28th day prior to the AGM and therefore on Wednesday 4 April 2018 (the Reference Date ) after all debit and credit entries have been handled as per the Registration Date and (ii) in addition have registered themselves in the manner mentioned below. The designated (sub)registers are the administration records of the Romanian Central Depository (Depozitarul Central S.A.), and the shareholders’ register of the Company.
Class A shares: holders of registered class A shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company of their intended attendance, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail email@example.com) no later than by Thursday 25 April 2018 at 17.00 hours EEST.
Class B shares: holders of class B shares as well as holders of rights of usufruct and pledgees with voting rights in respect of these shares who wish to attend the AGM must notify the Company in writing of their wish to attend, which notice, accompanied where applicable by notarized written power of attorney (see below), must have been received by Mrs. Carmen Otelea, the external legal counsel appointed as the company secretary of the Company (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania and e-mail firstname.lastname@example.org) no later than by Thursday 25 April 2018 at 17.00 hours EEST.
Shareholders will receive a receipt confirmation which also serves as entrance registration form for the meeting.
No shareholder will be able to vote by (electronic) correspondence. The actual exercise of the vote will be made at the AGM, either in person or based on a written power of attorney, in compliance with the requirements stated herein.
Powers of Attorney and voting instructions
A shareholder or holder of a right of usufruct or pledge, who does not wish to attend the AGM in person, may grant an electronic or written power of attorney and voting instructions to a third person to vote at the AGM on his behalf. In such case, the shareholder shall have to register his shares in the manner as described above together with a copy of a duly notarized power of attorney.
The shareholder may also grant duly notarized power of attorney with voting instruction(s) to Mrs. Carmen Otelea, the external legal counsel appointed as the Company’s corporate secretary (address: Dr. N. Staicovici 75, fourth floor, Bucharest, Romania). The shareholder will also notify the Company of an electronic copy of the duly notarized power of attorney at the following email address: email@example.com.
A template of the power of attorney can be obtained free of charge, in both Romanian and English format language, through the website of the Company (www.digi-communications.ro, on the section dedicated to the AGM). Whenever one shareholder choses to use a different format for the power of attorney, the power of attorney will need to be sufficiently specific and to grant an unequivocal, sufficient and valid right to participate and vote at the AGM. The Chairman of the AGM will be entitled to reject any document not meeting these minimum requirements at its discretion.
Prior to the AGM, as a condition for allowing the participant to attend and vote, the confirmation statement of registration as received from the Company as well as an original copy of the written and duly notarized power of attorney shall have to be handed in by the authorized person at the registration desk.
Persons entitled to attend the AGM will be requested to identify themselves at the Registration Desk prior to admission to the AGM and are therefore requested to bring a valid identity document.
Issued capital and voting rights of the Company
At the day of this convocation the Company has an issued share capital of EUR 6,918,042.52 consisting of 65,756,028 Class A Shares, each having a nominal value of EUR 0.10 and 34,243,972 Class B Shares, each share having a nominal value of EUR 0.01. 5,609,361 Class A Shares and 997,154 Class B Shares are held by the Company in its own share capital (in treasury). No votes may be cast for shares held by the Company in its own share capital. Therefore, the total number of voting rights at that day amounts to in total 634,713,488.
For additional information, please visit the Company’s website at: www.digi-communications.ro
About Digi Communications NV
Digi is the parent holding company of RCS & RDS, a leading provider of pay TV and telecommunications services in Romania and Hungary. In addition, RCS & RDS provides mobile services as an MVNO to the large Romanian communities living in Spain and Italy.
For Digi Communications NV
Phone no: +4031 400 4444
Om Business Wire
(c) 2018 Business Wire, Inc., All rights reserved.
Business Wire, a Berkshire Hathaway company, is the global leader in multiplatform press release distribution.
Følg saker fra Business Wire
Registrer deg med din epostadresse under for å få de nyeste sakene fra Business Wire på epost fortløpende. Du kan melde deg av når som helst.
Siste saker fra Business Wire
American Airlines Announces Nonstop Philadelphia (PHL) to Orlando Melbourne (MLB)21.9.2018 22:13 | Pressemelding
Glorious beaches by day and theme park fireworks by night just got more convenient for Philadelphia travelers. American Airlines announced today that it will begin nonstop flights to Orlando Melbourne International Airport (MLB) starting February 16, 2019. The Central Florida airport is conveniently located in the heart of the tourism region and is the closest airport to NASA rocket launches, Port Canaveral’s cruises and what critics call “some of the most beautiful beaches Florida has to offer.” The flights will depart Saturdays from Philadelphia at 8:05 a.m., arriving in Florida at 10:48 a.m. The Embraer 175 jet arrival time syncs perfectly with cruise ship noon early boarding. Melbourne Airport Express offers nonstop shuttle service to the port, and all major rental car companies are onsite. The return flight to PHL departs at 11:24 a.m. and arrives in PHL at 1:55 p.m., with enough time to connect to some of American’s largest international destinations, including recently announced
Amy Palladino Joins BCW as Executive Vice President, Managing Director, Corporate Practice21.9.2018 17:43 | Pressemelding
BCW (Burson Cohn & Wolfe), a leading global communications agency, today announced that Amy Palladino has joined the agency as Executive Vice President, Managing Director in the agency’s U.S. Corporate Practice. Based in New York, Palladino will focus on senior client counsel and executive positioning for the agency’s largest corporate clients. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180921005507/en/ Amy Palladino Joins BCW (Burson Cohn & Wolfe) “Amy is a talented and highly experienced communications executive with a track record of solving clients’ complex challenges and building business through smart, integrated communications approaches,” said Chris Foster, President, North America, BCW. “Her creativity and judgement will be enormously valuable to our current and prospective clients.” Palladino has more than 20 years of experience advising global clients across numerous industries, including technology, healthcar
Heidelberg Engineering Announces the CE-Marking of ANTERION21.9.2018 16:41 | Pressemelding
Heidelberg Engineering, the leader in diagnostic imaging known for the internationally-acclaimed SPECTRALIS ® retina and glaucoma platform, announces the CE-marking of ANTERION ® – an innovative platform designed to transform anterior segment diagnostics and workflow. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180921005442/en/ The new Heidelberg Engineering ANTERION® provides the most important anterior segment examinations and measurements in one modular, upgradeable platform. (Graphic: Business Wire) The new ANTERION provides the most important anterior segment examinations and measurements in one modular, upgradeable platform. It is a single, workflow-efficient solution that brings together corneal topography and tomography, anterior segment metrics, axial length measurement and IOL calculation to transform the day-to-day routine of busy practices and clinics. Heidelberg Engineering has leveraged its core OCT technolo
Florian Winterstein Becomes New CEO of Jedox21.9.2018 15:46 | Pressemelding
The supervisory board of Jedox AG, a leading vendor of business intelligence and enterprise planning software, has appointed Florian Winterstein as Chief Executive Officer (CEO) effective October 2, 2018. This nomination will support Jedox’s international growth and a new development phase initiated by its latest fund raising in April 2018 with Iris Capital, eCAPITAL entrepreneurial Partners AG and Wecken & Cie. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20180921005416/en/ Florian Winterstein (Photo: Business Wire) With 25 years of experience in strategy consulting and leadership in software and service organizations, Winterstein brings to the company a valuable combination of expertise in cloud solutions, business development, and value creation for customers and partners. As former Chief Strategy Officer of BravoSolution, he positioned the software-as-a-service company as trendsetting digitalization partner, extending it
Takeda Receives Positive CHMP Opinion Recommending ALUNBRIG® (brigatinib) for the Treatment of ALK+ Non-Small Cell Lung Cancer in Patients Previously Treated with Crizotinib21.9.2018 13:30 | Pressemelding
Takeda Pharmaceutical Company Limited (TSE: 4502) today announced that the European Medicines Agency’s (EMA) Committee for Medicinal Products for Human Use (CHMP) has adopted a positive opinion, recommending the full approval of ALUNBRIG® (brigatinib) as a monotherapy for the treatment of adult patients with anaplastic lymphoma kinase-positive (ALK+) advanced non-small cell lung cancer (NSCLC) previously treated with crizotinib. ALUNBRIG is a tyrosine kinase inhibitor (TKI) designed to target and inhibit the ALK mutation in NSCLC. Approximately three to five percent of NSCLC patients globally have the ALK mutation. If the CHMP opinion is affirmed, and the European Commission approves ALUNBRIG, it will become the only ALK inhibitor available in the European Union as a one tablet per day dose that can be taken with or without food. The randomized, global Phase 2 ALTA trial was designed to investigate the efficacy and safety of ALUNBRIG in patients with locally advanced or metastatic ALK+
Asda Selects HCL Technologies to Help Drive IT Transformation21.9.2018 12:16 | Pressemelding
HCL Technologies (HCL), a leading global technology company, today announced that it has been selected to help drive IT transformation at the UK’s third-largest grocery retailer, Asda. The three-year application services contract will see HCL transform Asda’s IT Application Services with a new DevOps delivery model to drive data and analytics and support back-office applications through the full lifecycle of development, testing and support. HCL will also build a central data management platform to enable Asda to improve its insight and analytics capabilities. Asda operates more than 600 stores across the UK, employing over 135,000 people. Asda wanted to adopt a more agile approach towards application development and testing. This would allow the company to respond faster to business requirements and reduce time to market, while driving better user experience and satisfaction. HCL was selected due to its extensive expertise in successfully delivering similar large scale IT transformati