Amaro (UD), 3rd May 2006
Notice of an Extraordinary General Meeting of the shareholders of Eurotech S.p.A in order to:
- Delegate the power to increase the share capital of the company pursuant to article 2443 of the Italian Civil Code;
- Amend the Articles of Association to permit increases in the share capital of the company and the exclusion in relation thereto of the rights of pre-emption of existing shareholders in respect of new shares provided that the shares subject to such exclusion shall not exceed in value 10% of the issued capital prior to such increase.
- Convert the ordinary shares into ordinary shares having no nominal value;
At a meeting of the Board of Directors of Eurotech S.p.A held today, it was resolved to submit for approval at an Extraordinary General Meeting of the shareholders, convened for 3 June 2006 (or on a second call for 5 June 2006 and on a third call 6 June 2006) a resolution that the Board of Directors be approved to increase the share capital of the company within the period of one year from the date of the resolution, whether through one or more separate increases, for a maximum amount, inclusive of any eventual premium, of Euro110 million, prescribing on each occasion the terms and conditions of the increase.
The use of the powers contained in article 2443 of the Civil Code is justified by the requirement to ensure that the Board of Directors has the necessary flexibility in relation to the share capital of the company to take advantage of opportunities that arise, considering also the uncertainties and volatility of the stock market.
It is expected that the Board of Directors of Eurotech S.p.A. will shortly use the delegated powers - subject to the passing of the resolutions in this notice and market conditions - to effect an increase in the share capital to be offered to the shareholders, probably during the current year. To such an end, the Board announces that Mediobanca waived the 'lock up' signed by the company and by the principal shareholders (Friulia Finanziaria Regionale Friuli - Venezia Giulia S.p.A., The S.r.l., Roberto Siagri, Dino Ferragotto, Roberto Chiandussi, Massimo Mauri, Giampietro Tecchiolli, Giorgio Pezzulli) on the listing of the company, in order to facilitate the authorising and carrying out of the abovementioned increase.
The obligations assumed by the management and by Friulia on the IPO, in relation to the availability of those shares which were the subject of the lock up, shall remain the same.
The increase in the capital of the company will be used to fund the management's strategy, which envisages progressive growth of the Eurotech Group's international presence.
Such strategy provides for organic growth, through the continuing development of the existing catalogue of products and the introduction of innovative, new products (for example the Wearable PC), combined with the development of external opportunities, including by means of strategic alliances and targeted acquisitions, taking advantage of opportunities which may from time to time present themselves in the market.
Mediobanca - Banca di Credito Finanziario S.p.A. has confirmed that it is willing to seek investors to subscribe the increase.
The Board of Directors of Eurotech also resolved today to put before the Extraordinary General Meeting of the shareholders for approval:
- a resolution to permit increases in the share capital of the company and the exclusion in relation thereto of the rights of pre- emption of existing shareholders in respect of new shares provided that the shares subject to such exclusion shall not exceed in value 10% of the issued capital prior to such increase.. This will provide the company with a flexible means of attracting new investors on conditions substantially in line with those from time to time prevailing in the market.
- a resolution to convert the ordinary shares into ordinary shares having no nominal value, to facilitate the carrying out of transactions involving the company's share capital.