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    DIB   IT0001469995

DIGITAL BROS S.P.A.

(DIB)
  Report
Delayed Borsa Italiana  -  11:35 2022-11-25 am EST
22.68 EUR   -0.70%
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Digital Bros S p A : Notice of Ordinary General Meeting October 26th, 2022

09/23/2022 | 09:41am EST

Digital Bros S.p.A.

Registered office: Via Tortona 37, 20144 Milan

Authorised share capital: Euro 6,024,334.80

Subscribed share capital: Euro 5,706,014.80

Tax code and VAT No. 09554160151 - Court of Milan

Website: www.digitalbros.com

NOTICE OF ORDINARY GENERAL MEETING

The Shareholder's Meeting is convened under ordinary session, on single call, at the registered office located at Via Tortona 37, Milan on October 26th, 2022 at 09.00, to resolve the following:

Agenda

  1. Financial Statements for the fiscal year ended June 30th, 2022 and proposal on the allocation of profit of the fiscal year:
    1. approval of the Financial Statements for the year ended June 30th, 2022 and the Directors' Report; approval of the Report by Board of Statutory Auditors and the Report by the external Audit Firm; presentation of the Consolidated Financial Statements as at June 30th, 2022;
    2. allocation of Digital Bros S.p.A. profit for the year.
  2. Report on the policy regarding remuneration and fees paid pursuant to art. 123-ter, paragraphs 3-bis and 6, of Legislative Decree of February 24th, 1998 no. 58:
    1. non-bindingresolution on the second section on the policy regarding remuneration and fees paid prepared pursuant to art. 123-ter, paragraph 6, of Legislative Decree of February 24th, 1998 no. 58;

3. Authorization for the purchase and disposal of treasury shares pursuant to and for the purposes of Articles 2357, 2357-ter of the Italian Civil Code, of art. 132 of Legislative Decree February 24th, 1998, n. 58 and art. 144-bis of the CONSOB regulation adopted with resolution no. 11971 of May 14th, 1999.

1

Please note that this is an Italian to English translation and that the the Italian original version shall always

prevail in case of any discrepancy or inconsistency

  • RIGHT TO INTERVENE AND VOTE AT THE SHAREHOLDERS' MEETING The right to intervene in the Shareholders' Meeting and to exercise the right to vote is attested by a communication made to the Company by an authorized intermediary upon

request of those entitled to vote, based on the accounting records as of the end of accounting day of the seventh trading day prior to the date on which the Shareholders' Meeting is convened (which is October 17th, 2022 "record date"). Those resulting owners of shares of

the Company after such date, based on the accounting records, will not be entitled to intervene and vote in the Shareholders' Meeting. Notifications from the intermediaries to

the Company must comply with applicable law and shall be received by the Company within the end of the third trading day prior to the date on which the Shareholders' Meeting is

convened (therefore, within October 21st, 2022). The right to intervene and vote will be

granted also to those whose relevant communication is received by the Company after the aforementioned term, provided that it is received prior to the beginning of the Shareholders'

Meeting works.

The communication to the Company must be made by the intermediary at the request of the person having the right to vote.

  • REPRESENTATION AT THE SHAREHOLDERS' MEETING

Those who have the right to vote can be represented at the Shareholders' Meeting by means of a written proxy pursuant to the current laws. To this end, it is possible to use the proxy form issued by authorized intermediaries at the request of the entitled party or the proxy form available on the Company's website. The representative may, in place of the original, deliver or transmit to the Company a copy of the proxy, also reproduced electronically, certifying under his own responsibility the compliance of the proxy with the original and the identity of the delegator. The voting proxy conferred with an electronic document signed with a qualified electronic or digital signature can be notified to the Company by e-mail at assemblea@digitalbros.com. The proxy form with the voting instructions must be sent, following the instructions on the form itself, i.e. delivery to the registered office in Milan Via Tortona 37 or attached to a certified e-mail message to digital-bros@registerpec.it,copy via e-mailassemblea@digitalbros.com, by October 24th, 2022. Within the term indicated, the proxy and the voting instructions can always be revoked in the manner referred to above. The proxy is effective only for proposals in relation to which voting instructions have been given. The Company does not designate representatives to whom the entitled parties can confer a proxy with voting instructions.

  • POSTAL VOTING

No procedures will be in place for postal voting and electronic voting.

  • RIGHT TO ASK QUESTIONS ON THE AGENDA BEFORE THE
    SHAREHOLDERS' MEETING

In accordance with art. 127-ter of the T.U.F., anyone with voting rights may submit questions on items on the agenda, also prior to the Shareholders' Meeting, and, in any case,

by the record date (i.e. by October 17th, 2022), to which the Company, having verified their

relevance to the matters on the agenda and the legitimacy of the party submitting them, shall provide a response, at the latest, during the Shareholders' Meeting in accordance with the

procedures provided for by current legislation. Such questions - accompanied by the related notice, issued by the legally-authorizedintermediary, attesting the Shareholder's entitlement

to exercise this right - must be sent via registered letter or certified email to the following addresses: Digital Bros S.p.A., Via Tortona, 37, 20144 Milan digital-bros@registerpec.it;e-

2

Please note that this is an Italian to English translation and that the the Italian original version shall always

prevail in case of any discrepancy or inconsistency

mail assemblea@digitalbros.com. Ownership of the right to vote can be confirmed even after the sending of the questions provided that this takes place by the third day following the record date (i.e., by October 20th, 2022). The Company may provide single answers to questions having the same contents and will not respond to questions that do not comply with the procedures, the terms and the conditions indicated above.

  • ADDITIONS TO THE AGENDA AND SUBMISSION OF NEW RESOLUTION PROPOSALS

According to article 126-bis of the T.U.F., Shareholders representing, individually or jointly, at least one fortieth of the share capital may request, within ten days of this notice being published (by October 3rd, 2022), the integration of the items to be discussed on the agenda, with a written request of the additional items proposed; written requests must be summitted via registered letter or certified email to the following addresses: Digital Bros S.p.A., Via Tortona, 37, 20144 Milan, digital-bros@registerpec.it.A report on the additional items proposed for integration must be summitted within the aforementioned terms. The report will be made available to the public at the same time as the notice of integration of the items

on the agenda as provided for by art.125-ter, paragraph 1 of the T.U.F..

No integrations to the agenda are permitted for the items upon which the Shareholders' Meeting resolves upon proposal by the Directors or based on a draft or report prepared by the same, pursuant to art. 126-bis,paragraph 3 of the T.U.F.. Any addition to the agenda

shall be provided in the same form required for the publication of this notice of call within 15 (fifteen) days before the Shareholder's Meeting (by October 11th, 2022). Further proposed

resolutions on items already on the agenda will be made available to the public in the manner provided for by Art. 125-ter, paragraph 1 of the T.U.F., at the same time as the publication of the notice of the presentation. In accordance with art. 126-bis, paragraph 1 of the T.U.F., the person who has the right to vote can individually submit resolution proposals at the Shareholders' Meeting.

  • INFORMATION ON SHARE CAPITAL

The authorised share capital amounts to Euro 6,024,334.80 of which Euro 5,706,014.80 has been subscribed. The share capital consists of 14,265,037 ordinary shares with a par value of Euro 0.4 each. At the date of this notice, the Company does not hold any treasury shares.

Any change in status regarding treasury shares will be communicated at the beginning of the Shareholders' Meeting. Each ordinary share gives the right to one vote for ordinary and extraordinary Shareholders' Meeting.

  • DOCUMENTS

The reports of the Directors and the full text of the proposed resolutions and the further documents regarding the Shareholders' Meeting set forth by the applicable laws, will be

made available to the public within the terms provided for by the applicable law at the Company's registered offices and on the Company's website www.digitalbros.com

(Governance Section), as well as on the authorized disclosure and storage system "1Info".

The By-laws and regulations for the Shareholders' Meeting are available in the Governance section of the Company's website at www.digitalbros.com.

This notice of call is published in full today, according to art. 125-bis of the T.U.F. and art. 8.3 of the By-laws,on the Company's website www.digitalbros.com(under the

3

Please note that this is an Italian to English translation and that the the Italian original version shall always

prevail in case of any discrepancy or inconsistency

"Governance/Shareholders' Meeting" Section) and at the mechanism for the central storage of regulated information "1Info", as well as, as an abstract, on the newspaper "Italia Oggi".

Those entitled to attend the Shareholders' Meeting are invited to arrive well in advance of the time scheduled for the meeting.

Milan, September 23rd, 2022

Chairman of the Board of Directors

Abramo Galante

4

Please note that this is an Italian to English translation and that the the Italian original version shall always

prevail in case of any discrepancy or inconsistency

Disclaimer

Digital Bros S.p.A. published this content on 23 September 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 September 2022 13:40:09 UTC.


ę Publicnow 2022
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Financials
Sales 2023 145 M 151 M 151 M
Net income 2023 29,0 M 30,1 M 30,1 M
Net cash 2023 1,10 M 1,14 M 1,14 M
P/E ratio 2023 11,6x
Yield 2023 0,86%
Capitalization 323 M 336 M 336 M
EV / Sales 2023 2,22x
EV / Sales 2024 1,53x
Nbr of Employees 393
Free-Float 32,6%
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Mean consensus BUY
Number of Analysts 3
Last Close Price 22,68 €
Average target price 33,83 €
Spread / Average Target 49,2%
EPS Revisions
Managers and Directors
Abramo Galante Chairman & Co-Chief Executive Officer
Raffaele Galante Co-Chief Executive Officer & Executive Director
Stefano Salbe CFO, Executive Director & IR Contact
Susanna Pedretti Independent Non-Executive Director
Sylvia Anna Bartyan Independent Director
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