THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in PRADA S.p.A., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan Monza Brianza Lodi, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)
PROPOSALS FOR
APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS ALLOCATION OF THE NET INCOME AND
DISTRIBUTION OF FINAL DIVIDEND
APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Shareholders' General Meeting of PRADA S.p.A. (the "Company") to be held in Milan (Italy) at the Company's registered office at Via A. Fogazzaro n. 28, on Tuesday, April 30, 2019 at 12:00 noon CET time or 6:00 p.m. Hong Kong time is set out on pages 6 to 8 of this circular. In accordance with Article 17.4 of the By-laws, persons entitled to attend and vote at the Shareholders' General Meeting are allowed to attend and vote through the video-conference system which will be located in Hong Kong at the registered office of Prada Asia Pacific Limited at 36/F, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong.
A form of proxy for use at the Shareholders' General Meeting is also enclosed. The form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and on the website of the Company (www.pradagroup.com). Whether or not you are able to attend the meeting, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible, but in any event no later than 12:00 noon CET time or 6:00 p.m. Hong Kong time on April 28, 2019, being 48 hours before the time fixed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting or any adjournment thereof should you so wish.
March 26, 2019
CONTENT | |
Page | |
Definitions ............................................................... | 1 |
Letter from the Board ...................................................... | 2 |
Notice of Annual General Meeting ............................................. | 6 |
-i- |
DEFINITIONS
In this circular, unless the context requires otherwise, the following expressions have the following meaning:
"Board" | the Board of Directors of the Company |
"By-laws" | the by-laws of the Company |
"Company" | PRADA S.p.A., a company incorporated under the laws of |
Italy as a joint-stock company, the shares of which are listed | |
on the Main Board of the Stock Exchange | |
"Directors" | the directors of the Company |
"Group" | the Company and its subsidiaries |
"Hong Kong" | the Hong Kong Special Administrative Region of the People's |
Republic of China | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"Notice" | the notice of the Shareholders' General Meeting set out on |
pages 6 to 8 of this circular | |
"Share(s)" | share(s) of Euro 0.10 each in the share capital of the Company |
"Shareholder(s)" | holder(s) of Share(s) |
"Shareholders' General Meeting" | the annual general meeting of the Company to be held in |
Milan (Italy) at the Company's registered office at Via A. | |
Fogazzaro n. 28, on Tuesday, April 30, 2019 at 12:00 noon | |
CET time or 6:00 p.m. Hong Kong time and any adjournment | |
thereof, notice of which is set out on pages 6 to 8 of this | |
circular. In accordance with Article 17.4 of the By-laws, | |
persons entitled to attend and vote at the Shareholders' | |
General Meeting are allowed to attend and vote through the | |
video-conference system which will be located in Hong Kong | |
at the registered office of Prada Asia Pacific Limited at 36/F, | |
Gloucester Tower, The Landmark, 11 Pedder Street, Central, | |
Hong Kong | |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
-1- |
Via A. Fogazzaro n. 28, 20135 Milan, Italy
Registry of Companies of Milan Monza Brianza Lodi, Italy: No. 10115350158
(Incorporated under the laws of Italy as a joint-stock company)
(Stock Code: 1913)
Registered Office: | Principal place of business in |
Via A. Fogazzaro n. 28, | Hong Kong: |
Milan 20135 | 36/F, Gloucester Tower |
Italy | The Landmark |
11 Pedder Street | |
Central | |
Hong Kong | |
Executive Directors: | Independent Non-executive Directors: |
Mr. Carlo MAZZI (Chairman) | Mr. Gian Franco Oliviero MATTEI |
Ms. Miuccia PRADA BIANCHI (Chief Executive Officer) | Mr. Giancarlo FORESTIERI |
Mr. Patrizio BERTELLI (Chief Executive Officer) | Mr. Sing Cheong LIU |
Ms. Alessandra COZZANI (Chief Financial Officer) | Mr. Maurizio CEREDA |
Non-executive Director: | |
Mr. Stefano SIMONTACCHI | |
March 26, 2019 | |
To the Shareholders | |
Dear Sir or Madam, |
PROPOSALS FOR
APPROVAL OF AUDITED SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS
ALLOCATION OF NET INCOME AND
DISTRIBUTION OF FINAL DIVIDEND
APPOINTMENT OF AUDITOR AND AUDITOR'S REMUNERATION
AND
NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The purpose of this circular is to give you notice of the Shareholders' General Meeting and additional information regarding the resolutions to be proposed at the Shareholders' General Meeting, including (1) the approval of the Audited Separate Financial Statements and the Audited Consolidated Financial Statements of the Company for the year ended December 31, 2018; (2) the allocation of net income of the Company for the year ended December 31, 2018 and the declaration and distribution of a final dividend and (3) the appointment of the Company's auditor (revisore legale dei conti) and the determination of its remuneration.
AUDITED FINANCIAL STATEMENTS
On March 15, 2019 the Board recommended the approval of the Audited Separate Financial Statements for the year ended December 31, 2018 (as prescribed under the applicable Italian laws) which shows a net income of Euro 708,548,197 and the Audited Consolidated Financial Statements for the year ended December 31, 2018 together with the Reports of the Board, the Board of Statutory Auditors and the Independent Auditor at the Shareholders' General Meeting.
ALLOCATION OF NET INCOME AND DISTRIBUTION OF FINAL DIVIDEND
On March 15, 2019 the Board recommended the approval at the Shareholders' General Meeting of the allocation of the net income of the Company, for the year ended December 31, 2018, as follows: (i) Euro 153,529,440 to Shareholders as final dividend, in particular to declare and distribute a final dividend of Euro 0.06 per share, and (ii) Euro 555,018,757 to retained earnings of the Company.
Subject to the Shareholders' approval of the payment of the final dividend, the dividend will be paid on Friday, May 24, 2019.
The dividend payments shall be made:
(i) in Euro to the Shareholders recorded in the section of the Company's shareholders' register kept by the Company at its registered office in Milan (Italy), and
(ii) in Hong Kong dollars to the Shareholders recorded in the section of the Company's shareholders' register kept in Hong Kong.
The relevant exchange rate will be the opening buying T/T rate of Hong Kong dollars to Euros as announced by the Hong Kong Association of Banks (www.hkab.org.hk) on Tuesday, April 30, 2019, being the day of approval of the dividend by the Shareholders.
In order to qualify for the payment of the final dividend, all transfers accompanied by the relevant share certificate must be lodged with:
(i) the Company's registered office at Via Antonio Fogazzaro n. 28, Milan 20135, Italy, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company at its registered office, or
(ii) the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shop 1712-16, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, if the transfer concerns shares registered in the section of the Company's shareholders' register kept by the Company's Hong Kong share registrar,
in any case, no later than 4:30 p.m. (Hong Kong time) or 10:30 a.m. (CET time) on Tuesday, May 7, 2019.
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Disclaimer
Prada S.p.A. published this content on 26 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 26 March 2019 10:54:02 UTC