Notice of call of the ordinary and extraordinary shareholders’ meeting

The Ordinary and Extraordinary Shareholders’ Meeting is called in Cremona, via Dell’Innovazione Digitale n. 3, on 23 April 2020 at 10:30 a.m., in a single call, to discuss and resolve upon the following

AGENDA

Ordinary Session

1. Approval of the company’s individual financial statements and review of the group consolidated financial statements as at 31 December 2019. Related and resulting resolutions;

2. Appointment of the members of the Board of Directors, after determination of their number, term of office and compensation. Related and resulting resolutions;

3. Appointment of the members of the Board of Statutory Auditors (“Collegio Sindacale”) and determination of their compensation. Related and resulting resolutions;

4. Appointment of an independent Audit Firm according to art. 13 D.Lgs. 39/2010. Related and resulting resolutions;

5. Proposal of authorization to the purchase and disposal of treasury shares, after the revocation of the related shareholders’ meeting resolution dated 18 April 2019. Related and resulting resolutions;

6. Approval of the stock option plan denominated “Stock Option Plan 2020 – 2023”, aimed at directors, managers (including employees) and collaborators fo MailUp S.p.A. and its subsidiaries. Related and resulting resolutions.

Extraordinary Session

1. Proposal to amend artt. 2 (Registered Office), 7 (Financial Instruments), 11 (Transferability and trading of shares), 12 (Withdrawal), 14 (Provisions for tender offers), 15 (Disclosure requirements regarding relevant holdings and identification of shareholders), 19 (Extraordinary General Shareholders’ Meetings Powers), 20 (General Shareholders’ Meetings Quorums), 22 (Teleconference General Shareholders’ Meetings), 26 (Board of Directors), 30 (Teleconference Board of Directors’ Meetings), 31 (Directors replacement) e 32 (Directors revocation) of the By-Laws and to introduce a new art. 38-bis (Related Parties transactions). Related and resulting resolutions;

2. Proposal to delegate the Board of Directors, according to artt. 2443 and 2420-ter cod. civ., to increase the share capital and issue convertible bonds, up to a maximum amount of EUR 30,000,000.00, including a free capital increase or without pre-emption rights according to art. 2441, parr. 4, 5 and 8 and art. 2439 of Italian codice civile, after revocation of the previously in force resolution of 23 December, 2015, for the unexecuted part. Related and resulting resolutions;

3. Capital increase by payment, in one or more divisible tranches, without pre-emption rights according to art. 2441, par. 5, of Italian codice civile, up to a maximum amount of EUR 28,405.23, share premium excluded, by issuing maximum n. 1,136,209 newly issued ordinary shares with no explicit par value and regular dividend, serving the stock option plan denominated “Stock Option Plan 2020 – 2023”. Amendment of art. 6 (Share capital and shares) of the By-Laws. Related and resulting resolutions.

 

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