Merger by incorporation of EI Towers in Dmt
MERGER BY INCORPORATION OF EI TOWERS S.P.A. IN DMT S.P.A.
THE BOARD OF DIRECTORS OF DMT S.P.A. - CO-OPTATION OF DIRECTORS,
APPOINTMENT OF CHAIRMAN AND CHIEF EXECUTIVES
SHAREHOLDER MEETING CALLED
Digital Multimedia Technologies S.p.A. ("DMT") and EI TOWERS S.p.A. ("EI TOWERS") today announced the merger by incorporation of EI TOWERS in DMT (the "Merger").
The Merger will be effective from the date of the last registration made with the Companies Register of Monza and Brianza, which is expected to be within 5 January 2012; on the accounting and fiscal side the Merger will be effective from 1 January 2012.
On the date when the Merger becomes effective, DMT will change its name to "EI TOWERS S.p.A." and will have a fully paid share capital of ?2,826,237.70, made up of 28,262,377 ordinary shares with a nominal value of ?0.10 each.
The company's updated Articles of Association will be published in accordance with current legislation.
Board of Directors
The board of directors of DMT, which met today, received the resignation, with immediate effect, of the following board members:
- the chairman of the board of directors and chief executive Alessandro Falciai, who, as of today, holds 4.049.467 DMT shares;
- Carlo Samuele Pelizzari, who, as of today, holds 49 DMT shares;
- Federico Falciai, who, as of today, holds no DMT shares.
The board of directors of DMT also accepted the resignations, effective from the first shareholders' meeting to be held subsequent to the Merger, which is scheduled to be held in February 2012 to renew the entire board - of the remaining board members Marco Almerigogna, Fabio Caccia, Carlo Ramella, Alessandro Torrisi and Raoul Giuseppe Fiano from their positions. The directors Marco Almerigogna, Alessandro Torrisi and Raoul Giuseppe Fiano are members of the Internal Control and the Remuneration Committees of DMT. The directors Alessandro Torrisi and Raoul Giuseppe Fiano will maintain the requirements of independence foreseen by current legislation and the Code of Conduct of Borsa Italiana.
Alessandro Falciai and Carlo Samuele Pelizzari also resigned their positions as chairman of the board of directors and chief executive of Towertel S.p.A. respectively.
Co-optation of Directors, Appointment of Chairman and Chief Executives
The board of directors also today appointed by co-optation, as per Art. 2386 of the Civil Code and the Articles of Association, to replace the three outgoing directors, Alberto Giussani, as a non-executive independent director and Guido Barbieri and Valter Gottardi as executive directors. The new directors will remain in office until the next shareholders' meeting of DMT. The board of directors of DMT also nominated Alberto Giussani as chairman of the board of directors and Guido Barbieri and Valter Gottardi as chief executives.
The board of directors evaluated the independence of the chairman Alberto Giussani on the basis of information provided by the chairman himself and he is deemed to be in possession of all of the necessary requirements of independence foreseen by current legislation and the Code of Conduct of Borsa Italiana.
The curricula vitae of Alberto Giussani, Guido Barbieri and Valter Gottardi can be examined on the company's web site www.dmtonline.com.
As of today, the newly appointed directors do not hold shares in DMT.
At today's meeting of the board of directors, the chairman was mandated to call an Ordinary Meeting of the Shareholders in order to appoint the new board of directors, to be held before the end of February 2012.
Lissone, December 30, 2011
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