BioXell S.p.A. invites Shareholders to its Annual Shareholders' Meeting
(Thomson Reuters ONE) -
bioXell S.p.A / BioXell S.p.A. invites Shareholders to its Annual Shareholders' Meeting processed and transmitted by Hugin AS. The issuer is solely responsible for the content of this announcement.
Milan, Italy, March 12, 2010 -BioXell S.p.A. (SIX: BXLN) invites its
shareholders to attend its ordinary and extraordinary Shareholders' Meeting, to
be held at offices of the Italian Notary Public, Alessandra Zizanovich, in Corso
Magenta 3, Milan, on March 29, 2010, at 12.30 p.m., on first call, and on March
30, 2010, on second call, same time and place, in order to resolve upon the
following
AGENDA
Extraordinary Session
1. Proposal to amend the corporate by-laws with reference to the following
items:
(i) Chapter I, Article 1, in order to transfer the registered office into
the Municipality of Lainate.
(ii) Chapter III, Section I (Board of Directors), in order to reduce from
five (5) to two (2) the minimum number of Directors composing the
Company's Board of Directors and the introduction of the management
of the Company by a Sole Director.
(iii) Chapter III, Section I (Board of Directors), Article 7, in order to
remove the obligation for the Board of Directors to appoint the
executive in charge of drafting the corporate accounting documents.
(iv) Chapter III, Section II (Shareholders' Meeting), Article 12, in order
to remove the provision according to which the functioning of the
shareholders' meeting is regulated by ad hoc meeting regulations.
(v) Chapter III, Article 15, in order to provide the possibility to grant
the Board of Statutory Auditors with the mandate to carry out the
accounting control;
any resolution connected thereto.
2. Possible liquidation of the Company according to Article 2484, first
alinea, n. 6, of the Italian Civil Code; appointment of one or more
liquidators; any resolution connected thereto.
Ordinary Session
1. Discussion related to the Financial Statements of BioXell S.p.A. as of
December 31, 2009, the report of the Board of Directors, the Notes to the
Financial Statements, the report of the Board of Statutory Auditors and the
report of the Auditing Firm; any resolution connected thereto.
2. Appointment of the management body of the Company; any resolution connected
thereto.
3. Resolutions related to the remuneration of the management body of the
Company; any resolution connected thereto.
4. Appointment of the Chairman and the members of the Board of Statutory
Auditors; any resolution connected thereto.
5. Resolutions related to the remuneration of the members of the Board of
Statutory Auditors; any resolution connected thereto.
6. Appointment of the auditing firm in charge of the accounting control of the
Company, as well as of the audit of the Statutory Financial Statements for
the fiscal years 2010/2012, pursuant to Article 2409-quarter of the Italian
Civil Code; any resolution connected thereto.
7. Miscellanea.
Admittance to the Shareholders' Meeting
The shareholders wishing to attend the Shareholders' Meeting shall provide the
Company, within the term indicated below, with the "intermediary notice"
(Comunicazione dell'Intermediario) required under the Italian law. To this end,
the shareholders may require their banks to send the aforementioned notice to
the Company. The Company shall also receive the intermediary notice not later
than March 24, 2010. For further information on the formalities related to the
admittance to the Shareholders' Meeting, the shareholders may visit the
Company's website: www.bioxell.com.
Documentation
Under the Italian law and pursuant to the terms provided therein, all the
documentation related to the items on the agenda shall be made available at the
corporate office throughout fifteen days prior to the call of the Shareholders'
Meeting, on first call. The same documentation shall also be made available on
the Company's website: www.bioxell.com, starting from March 14, 2010.
With reference to items 2 and 4 on the agenda - ordinary session -, please refer
respectively to Article 5.3 and 14 of the corporate by-laws. The Company shall
receive the list of candidates, the relevant documents and theintermediary
notice by the shareholders delivering the lists not later than March 18, 2010.
In order to facilitate the required formalities for the shareholders, the lists
made available at the registered office within March 18, 2010 will be made
public by the Company, the following day, on at least one of the following
Italian newspapers: Corriere della Sera, Repubblica, Il Sole 24 ORE as well as
on the Swiss newspapers LE TEMPS and Neue Zürcher Zeitung and shall be made
available on the Company's website on March 19, 2010.
The shareholders are invited to show up at least one hour before the
Shareholders' Meeting in order to facilitate the registration operations.
For further information, the shareholders may contact the Company's Chief
Administrative Officer, Mr. Alvise Sagramoso; tel.+390221049550; email address:
Alvise.Sagramoso(at)bioxell.com
This press release can be downloaded atwww.bioxell.com
Disclaimer
This press release does not constitute or form part, or all, of any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any securities, nor shall part, or all, of these materials or
their distribution form the basis of, or be relied on in connection with, any
contract or investment decision in relation to any securities. This press
release contains forward-looking statements based on the currently held beliefs
and assumptions of the management of BioXell, which are expressed in good faith
and, in their opinion, reasonable. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, financial condition, performance, or achievements of BioXell, or
industry results, to differ materially from the results, financial condition,
performance or achievements expressed or implied by such forward-looking
statements. Given these risks, uncertainties and other factors, recipients of
this document are cautioned not to place undue reliance on these forward-looking
statements. BioXell disclaims any obligation to update these forward-looking
statements to reflect future events or developments.
[HUG#1393164]
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bioXell S.p.A
via Olgettina 58 Milan Italy
WKN: A0J3MW;ISIN: IT0004069933 ;
Listed: Open Market (Freiverkehr) in Frankfurter Wertpapierbörse,
Freiverkehr in Bayerische Börse München;
English version PDF: http://hugin.info/133681/R/1393164/350525.pdf
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Datum: 12.03.2010 - 01:00 Uhr
Sprache: Deutsch
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