Shareholders meeting

September, 11 2024  Extraordinary and Ordinary Shareholders Meeting

Documentation translated also in English. The Italian version is the authentic text.

The minutes of  the Shareholder's Meeting of September 11, 2024

• The minutes of the Shareholder's Meeting of September 11, 2024

Statuto 

• By laws
• By laws in mark up

Notices and Releases 

• Notice of call
• Exctract from the notice of call
• Informations related to the share capital
• Pubblication of documentation
• Notice of filing of documents relating to the extraordinary Shareholders’ meeting of 11 september 2024 – Errata Corrige
• Extraordinary and Ordinary Shareholders' Meeting of 11 September 2024
• Errata Corrige - Extraordinary And Ordinary Shareholders' Meeting Of 11 September 2024
• Press Release - minutes of the ordinary shareholders meeting of september 11th 2024 
• Press Release- Filing of By-Laws as resolved by the Extraordinary Shareholders’ Meeting of September 11th, 2024

Documents and Reports 

• Proxy Form to the Designated Representative pursuant the art.135-novies TUF
• Proxy Form to the Designated Representative pursuant the art.135-undecies TUF
• Instructions to fill in the electronic form designated representative
• Link for the guided compilation of the proxy 
• Summary Report of the votes
• Explanatory reports and proposals on topics  on the Agenda of the Extraordinary and Ordinary General Meeting  11 September 2024 

Extraordinary Session - item n.1  -Proposal to grant the Board of Directors an authorization to increase the share capital, in divisible form, for cash, for a maximum total amount of Euro 150,000.000.00, including any share premium, through the issue of ordinary shares, with no par value, having the same characteristics as the ordinary shares in circulation, to be offered with pre-emptive rights to those entitled thereto pursuant to Article 2441, paragraph 1, of the Italian Civil Code. Consequent amendment of Article 5 of the Articles of Association. 

• Explanatory Report of Board of Directors

Extraordinary Session - item n. 2. Proposal to grant the Board of Directors, pursuant to Article 2420-ter of the  Italian Civil Code, to issue the Convertible Bond onto ordinary shares up to 20% of doValue’s share capital with consequent increase of the share capital with exclusion of option right pursuant to art. 2441, paragraph 5, of the Italian Civil Code; consequent amendment of the Articles of Association. 

• Explanatory Report of Board of Directors

Extraordinary Session - item n. 3. Reverse Stock Split of the ordinary shares of doValue S.p.A. in the ratio of 1 new or+A47dinary share with regular dividend entitlement for every 5 existing ordinary shares; related amendments to the Articles of Association

• Explanatory Report of Board of Directors

Extraordinary Session - item n. 4 . Amendments to Articles 13 and 14 of the Articles of Association.

• Explanatory Report of Board of Directors

Extraordinary Session - item n. 5. Proposal to introduce the possibility of holding Shareholders' Meetings by means of exclusive participation through the so-called “appointed representative”  and amendment on the reporting rules by the delegated bodies to the Board of Directors. Amendments to Articles 7, 8, 9 e 15 of the Articles of Association

• Explanatory Report of Board of Directors
• Explanatory Report of Board of Directors - Errata Corrige

Ordinary Session - item n. 1.    Increase in the number of Directors from 11 to 13; appointment of two Directors and remuneration

• Explanatory Report of Board of Directors
• Candidate 1
• Candidate 2
• Declaration of candidature, acceptance of appointment and certification of and certification of possession of the requisites 
• Declaration of Knowledge / experience
• Extended privacy on Data Protection

Ordinary Session - item n. 2 - Adoption of the TERP adjustment of the number of shares for all cycles (LTI 2022-24; 2023-25; 2024-26) as a consequence of the market capital increase.

• Explanatory Report of Board of Directors

26 April, 2024 Ordinary Shareholders Meeting

Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of April 26th, 2024

The minutes of the Shareholder's Meeting of April 26th, 2024

Attached A to the minute of the Shareholder’s Meeting of 26th April 2024

Attached B to the minute of the Shareholder’s Meeting of 26th April 2024

Attached C to the minute of the Shareholder’s Meeting of 26th April 2024

Attached D to the minute of the Shareholder’s Meeting of 26th April 2024

Attached E to the minute of the Shareholder’s Meeting of 26th April 2024

Attached F to the minute of the Shareholder’s Meeting of 26th April 2024

Attached G to the minute of the Shareholder’s Meeting of 26th April 2024

Attached H to the minute of the Shareholder’s Meeting of 26th April 2024

Documents and Reports

• Guidelines on the optimal composition (quality and quantity) of the new Board of Directors
• Proxy Form to the Designated Representative pursuant the art.135-novies TUF
• Proxy Form to the Designated Representative pursuant the art.135-undecies TUF
• Instructions to fill in the electronic form designated representative
• Explanatory reports and proposals on topics  on the Agenda of the Ordinary General Meeting  26 April 2024
• Link for the guided compilation of the proxy
• Summary Report of the votes
• Press Release Ordinary Shareholders Meeting and BoD meeting 26 April 2024

Notices and Releases

• Calling of ordinary Shareholders Meeting for April 26th, 2024
• Notice of call
• Informations related to the share capital
• Excerpt from the notice of call
• Publication of a documentation
• Publication of a documentation for the Shareholders Meeting
• Publication of a documentation for the Shareholders Meeting 05-04-2024
• Press Release - minutes of the ordinary shareholders meeting of april 26th 2024 

Annual financial statements and consolidated financial statements as of December 31, 2023

• Explanatory Report of Board of Directors 
• Reports and Accounts at December 31st, 2023
• XHTML Version
• Consolidated Financial Statement at December 31st, 2023 
• Zip - ESEF Version
• IXBRL - ESEF Version
• Consolidated Non Financial Statement pursuant to Italian Legislative Decree n. 254/2016 at December 31,st, 2023 
• Report on Corporate Governance and Ownership Structure - 2023 Financial Year

Remuneration Policies

• Explanatory Report of Board of Directors
• Information Document relating to the 2024-2026 cycle of the 2022-2024 LTIP of Remuneration based on financial instruments
• Report on the Remuneration Policy (2024-2026) and remuneration paid in 2023 of doValue S.p.A.

Authorization to purchase and dispose of own shares and operate on them, including the possibility of operating also by means of Tender Offer, following revocation of the authorising resolution passed by the Shareholders in the Ordinary Meeting on April 27th, 2023, for the portion not executed

• Explanatory Report of Board of Directors

Appointment of the Board of Directors and deposit of the lists

• Explanatory Report of Board of Directors
• Framework letter for filing the list of Board of Directors
• Declaration of candidature, acceptance of appointment and certification of and certification of possession of the requisites - Directors
• Declaration of Knowledge / experience – Directors
• Declaration for existence or absence of relationship – Directors
• Extended privacy on Data Protection
• List CDA 1 filed by Shareholders AVIO S.à.rl and Sankaty European Investments S.à r.l  for the appointment of Board of Directors
• List CDA 2 filed by some minority Shareholders for the appointment of Board of Directors

Appointment of the Board of Auditors and deposit of the lists 

• Explanatory Report of Board of Directors
• Framework letter for filing list of the Board of Statutory Auditors
• Declaration of candidature, acceptance of appointment and certification of possession of the requisites – Statutory Auditors
• Declaration for existence or absence of relationship - Statutory Auditors
• Extended privacy on Data Protection
• List CS 1 filed by Shareholders AVIO S.à.rl and Sankaty European Investments S.à r.l  for the appointment of Board of Auditors
• List CS 2 filed by some minority Shareholders for the appointment of Board of Auditors

Appointment of the Independent Audit Firm of doVaue S.p.A. for the period 2025-2033 and determination of remuneration

• Explanatory Report of Board of Directors

27 April, 2023
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 27th April 2023

• The minutes of the Shareholder's Meeting of 27th April 2023
• Attached A to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached B to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached C to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached D to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached E to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached F to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached G to the minute of the Shareholder’s Meeting of 27th April 2023
• Attached H to the minute of the Shareholder’s Meeting of 27th April 2023

Notices and Releases

• Notice of call
• Excerpt from the notice of call
• Informations related to the share capital
• Excerpt of dividend payment

Documents and Reports 

• Proxy Form to the Designated Representative pursuant the art.135-novies TUF
• Proxy Form to the Designated Representative pursuant the art.135-undecies TUF
• Instructions to fill in the electronic form designated representative
• Link for the guided compilation of the proxy
• Instructions to fill in the electronic form designated representative
• Explanatory reports and proposals on the items on the Agenda of the Ordinary and Extraordinary Shareholders' Meeting of April 27th, 2023
• Summary Report of the votes

Ordinary Session - item n.1 of the agenda - Financial Statements and Consolidated Financial Statements at December 31st, 2022

• Explanatory Report of Board of Directors
• Reports and Accounts at December 31st, 2022
• XHTML - Version
• Consolidated Financial Statements at December 31st, 2022
• Zip - ESEF Version
• IXBRL - ESEF Version
• Consolidated Non Financial Statement pursuant to Italian Legislative Decree n. 254/2016 as at December 31st, 2022
• Report on Corporate Governance and Ownership Structure - 2022 Financial Year 

Ordinary Session - item n.2  of the agenda – Allocation of the profit for the year and dividend distribution

• Explanatory Report of Board of Directors

Ordinary Session - item n.3  of the agenda – Remuneration Policy: Report on remuneration policy and remuneration paid  on the second section 

• Explanatory Report of Board of Directors
• Second section of Report on the Remuneration Policy  and remuneration paid in 2022 of doValue S.p.A.

Ordinary Session - item n.4  of the agenda –Authorisation to purchase and dispose of own shares 

• Explanatory Report of Board of Directors

Extraordinary Session - item n.1  of the agenda –Amendment of Articles of the By-laws (articles n. 13 and n.16)

• Explanatory Report of Board of Directors

• Explanatory Report of Board of Directors CORRECTED

• Bylaws approved on 27 April 2023
• Bylaws – markup

28 April, 2022
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 28th April 2022

• The minutes of the Shareholder's Meeting of 28th April 2022
• Attached A to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached B to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached C to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached D to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached E to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached F to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached G to the minute of the Shareholder’s Meeting of 28th April 2022
• Attached H to the minute of the Shareholder’s Meeting of 28th April 2022

Notices and Releases

• Notice of call
• Excerpt from the notice of call
• Informations related to the share capital
• Press release – document published
• Press Release - document published of candidature for the Appointment of a Director filed by some minority Shareholders
• Excerpt of dividend payment ​

Documents and Reports

• Proxy form to the Designated Representative pursuant the art.135-novies TUF
• Proxy form to the Designated Representative pursuant the art.135 – undecies TUF
• Instructions to fill in the electronic form designated representative
• Link for the guided compilation of the proxy
• Explanatory Reports and proposal on the items on the Agenda of Shareholders' Meeting of April 28, 2022
• Explanatory Report on item 1 of the agenda - Financial Statements and Consolidated Financial Statements at 31 December 2021
• Explanatory Report on item 2.1 and 2.2 of the agenda - Remuneration Policy
• Explanatory Report on item 2.3 of the agenda - Information Document
• Explanatory Report on item 3 of the agenda  - Authorisation to the Board of Directors to purchase treasury ​
• Explanatory report on item 4 of the agenda - Appointment of a Director for integration of the Board
• Proposal of candidature for the Appointment of a Director filed by some minority Shareholders
• Explanatory Report on item 5 of the agenda - Integration of EY S.p.A. fees for the statutory audit of doValue S.p.A.
• Reports and Accounts at 31 December 2021
• Consolidated Financial Statements at 31 December 2021
• Consolidated Non Financial Statement pursuant to Italian Legislative Decree n. 254/2016 as at 31 December 2021
• Report on Corporate Governance and Ownership Structure - 2021 Financial Year
• Report on 2022 - 2024 Remuneration Policy and remuneration paid in 2021 of doValue S.p.A.
• Information Document on Incentive Plan 2022 – 2024 based on financial instruments
• Summary Report of the votes

Appointment of a Director for integration of the Board

• Declaration of candidature, acceptance of appointment and certification of and certification of possession of the requisites
• Curriculum Vitae Contents – Directors
• Declaration of Knowledge / experience – Directors
• Guidelines on the optimal composition (quality and quantity) of the new Board of Directors

29 April, 2021
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 29th April 2021

• April 2021^th The minutes of Shareholder’s Meeting of 29
• April 2021^th Attached A to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached B to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached C to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached D to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached E to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached F to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached G to the minute of the Shareholder’s Meeting of 29
• April 2021^th Attached H to the minute of the Shareholder’s Meeting of 29

Notices and Releases

•  Notice of call
•  Excerpt from the notice of call
•  Informations related to the share capital
• Press release - document published

Documents and Reports

• Proxy Form to the Designated Representative pursuant the art.135-novies TUF
• Proxy Form to the Designated Representative pursuant the art.135-undecies TUF
• Explenatory Reports and proposal on the items on the Agenda of the Ordinary Shareholders’ meeting of April 29, 2021
• Reports and Accounts December 31, 2020
• Consolidated Financial Statements at 31 December 2020
• Consolidated Non - Financial Statement pursuant to Italian Legislative decree n. 254/2016 as at 31 December 2020
• Report on Corporate Governance and Ownership Structure – 2020 Financial Year
• Report on the 2021 Remuneration Policy and remuneration paid in 2020 of doValue S.p.A
• Information Document related to the 2021 Remuneration Plan based on financial instruments
• Guidelines on the optimal composition (quality and quantity) of the new Board of Directors
• Policy on  the maximum number of positions that may be held by Directors of doValue S.p.A. 
• Report on the appointment of the Board of Directors
• Report on the appointment of the Board of Statutory Auditors
• Summary account of the votes

Appointment of the Board of Directors and deposit of the lists

• Framework letter for filing the list of Board of Directors
• Enclosure A – Declaration for existence or absence of relationship – Directors
• Enclosure B – Declaration of candidature, acceptance of appointment and certification of and certification of possession of the requisites - Directors
• Enclosure C – Curriculum Vitae Contents – Directors
• Enclosure D – Declaration of Knowledge / experience – Directors
• Extended privacy on Data Protection
• List CdA 1 filed by Shareholder AVIO S.à.r.l. for the appointment of the Board of Directors
• List CdA 2 filed by some minority Shareholders for the appointment of the Board of Directors

Appointment of the Board of Auditors and deposit of the lists

• Framework letter for filing list of the Board of Statutory Auditors
• Enclosure A1 – Declaration for existence or absence of relationship - Statutory Auditors
• Enclosure B1 – Declaration of candidature, acceptance of appointment and certification of possession of the requisites – Statutory Auditors
• Extended privacy on Data Protection
• List CS 1 filed by Shareholder AVIO S.à.r.l. for the appointment of the Statutory Auditors
• List CS 2 filed by some minority Shareholders for the appointment of the Statutory Auditors

May 26, 2020
Documentation translated also in English. The Italian version is the authentic text.

Notices and Releases

• Notice of call of the Extraordinary and Ordinary Shareholders’ Meeting
• Abstract from the Notice of Call 
• Informations related to the share capital
• Press Release – Notice of call of the Extraordinary and Ordinary Shareholders’ Meeting
• Press Release - Extraordinary and Ordinary Shareholder’s Meeting

Documents and Reports

• Summary account of the votes
• Proxy Form to the Designated Representative pursuant the art.135-novies TUF
• Proxy Form to the Designated Representative pursuant the art.135-undecies TUF and Decree Law dated 17 March 2020
• Explanatory reports and proposals on the items on the Agenda of the Extraordinary and Ordinary Shareholders’ Meeting of May 26,  2020
• Extraordinary Meeting Point n.1- Delegation of power to the Board of Directors to increase share capital; Amendment of the Art. 5 of the Article of Association
  • Explenatory report of the Board of Directors
• Extraordinary Meeting Point n.2 -  Amendment of the Art. 4 of the Article of Association
  • Explenatory report of the Board of Directors
  • Annex 1 - Final Article of Association complete with the amendment of the Art. 4 and 5
  • Annex 2 - Consolidated comparison Article of the Association
• Ordinary Meeting – Point n. 1 – Financial Statement and Consolidated at 31 December 2019
  • Explenatory Report of the Board of Directors
  • Reports and Accounts December 31, 2019
  • Consolidated Financial Statements at 31 December 2019
  • Consolidated Non - Financial Statement pursuant to Italian Legislative decree n. 254/2016 as at 31 December 2019
  • Report on Corporate Governance and Ownership Structure – 2019 Financial Year
• Ordinary Meeting – Point n. 2 – Remuneration Policies 
  • ​Explanatory Report of the Board of Directors
  • Annex 2.1 - Report on the 2020 Remuneration Policy and remuneration paid in 2019 of doValue S.p.A
  • Annex 2.2 - Information Document related to the 2020 Remuneration Plan based on financial instruments - amended to the  table Box 1 on page 21
• Ordinary Meeting – Point n. 3- Supplementation of EY S.p.A. fees for the statutory audit of doValue S.p.A.
  • Explenatory report of the Board of Directors
• Ordinary Meeting – Point n. 4 - Authorisation to the Board of Directors to purchase treasury ​
  • Explenatory Report of the Board of Directors
• Ordinary Meeting – Point n. 5 – Amendments to the Sahreholders’ Meeting Regulations
  • Explenatory report of the Board of Directors
  • Annex 1 - Shareholders’ Meeting Regulations

17 April, 2019
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 17th April 2019

• April 2019^thThe minutes of the Shareholder's Meeting of 17
• April 2019^thAttached A to the minute of the Shareholder's Meeting of 17
• April 2019^thAttached B to the minute of the Shareholder's Meeting of 17
• April 2019 - part 1^thAttached C to the minute of the Shareholder's Meeting of 17
• April 2019 - part 2^thAttached C to the minute of the Shareholder's Meeting of 17
• April 2019^thAttached D to the minute of the Shareholder's Meeting of 17
• April 2019^thAttached E to the minute of the Shareholder's Meeting of 17
• April 2019^thAttached F to the minute of the Shareholder's Meeting of 17
• April 2019^thAttached G to the minute of the Shareholder's Meeting of 17
• Attached H to the minute of the Shareholder's Meeting of 17^th April 2019

Notices and Releases

• Notice of call
• Excerpt from the notice of call
• Excerpt from the Publication of the 2018 Annual Report and further Shareholders' Meeting documentation
• Informations related to the share capital
• Press Release - Notice of call of the Ordinary Shareholders'meeting 2019.04.17
• Press Release - Publication of the 2018 annual report and further shareholders’meeting documentation

Documents and Reports

• Summary account of the votes
• Proxy form for partecipation in Shareholders' Meeting 
• Certificate of the proxy Holder 
• Financial Statements at 31 December 2018
• Consolidated Financial Statements at 31 December 2018
• Consolidated Non-Financial Statement
• Ordinary Shareholders' Meeting on 17 April: Illustrative reports and proposals on Agenda
• Annual Report on remuneration and incentive policies
• Incentive Plan based on financial instruments
• Severance Pay Policy
• Report on Corporate Governance and Ownership Structure - 2018  Financial Year

5 March, 2019
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 5th March 2019

• Minutes of the Shareholders' Meeting of the 5^th March 2019
• Minutes of the amendment Act of the art. 4 of the Statute, 20th May 2019

Withdrawal Procedure

• Notice following the Registration of the resolution of the extraordinary Shareholder’s Meeting of  5th March 2019
• ​Form for Declaration of Withdrawal

Notices and Releases

• Summary account of the votes
• PR - Shareholders 'Meeting: documentation available for the public
• PR - Ascertainment of the requirements of a Director
• Notice of call 
• Excerpt from tne notice of call

Documents

• Proxy form for participation in Shareholder's Meeting
• Form to confer proxy instructions on Designated Representative
• Certificate of the proxy Holder

New Board Director Appointment

• Guidelines on the optimal qualitative and quantitative composition of the Board of Directors
• Declaration of acception of appointment. Enclosure 1 - Declaration of Experience Board of Directors
• Enclosure 2 - Curriculum Vitae Contents Directors
• Presentation by the Board of Directors for a new Board Director appointment

Proposal for Statutary Amendment

• Presentation by the Board of Directors for for Statutary Amendment
• Annex 1 - Article of Association 
• Annex 1bis - Article of Association Comparision

19 April, 2018
Documentation translated also in English. The Italian version is the authentic text.

The minutes of the Shareholder's Meeting of 19th April 2018

• The minutes of the Shareholders' Meeting of 19th April 2018 with attached A and B
• Attached C of the Shareholders' Meeting of 19th April 2018
• Attached D and E of the Shareholders' Meeting of 19 April 2018
• Attached F, G and H of the Shareholders' Meeting of 19th April 2018 

Notices and Releases

• Notice of call
• Excerpt from the notice of call
• Excerpt from the Publication of the 2017 Annual Report and further Shareholders’Meeting documentation
• Informations related to the share capital
• Press Release - Publication of the 2017 Annual Report and further Shareholders’ Meeting documentation

Documents and Reports

• Proxy form for partecipation in Shareholders' Meeting 
• Form to confer proxy instructions on Designated Representative 
• Certificate of the proxy Holder   
• Guidelines on the optimal qualitative and quantitative composition of the Board of Directors
• Report on the appointment of the Board of Directors 
• Report on the appointment of the Board of Statutory Auditors
• Information Document - 2018 incentive plan based on stocks, in fulfillment of 2018 remuneration policy
• Financial Statements at 31 December 2017
• Consolidated Financial Statements at 31 December 2017
• Consolidated Non-Financial Statement
• Report on Corporate Governance and Ownership Structure - 2017 Financial Year
• Ordinary Shareholders' Meeting on 19 April: Illustrative reports and proposals on Agenda
• Annual Report on remuneration and incentive policies
• Severance Pay Policy
• Summary account of the votes

Appointment of the Board of Directors and deposit of the lists

• Framework letter for filing the list of Board of Directors
• Enclosure A – Declaration for existence or absence of relationship – Directors
• Enclosure B – Declaration of candidature, acceptance of appointment and certification of and certification of possession of the requisites - Directors
• Enclosure C – Curriculum Vitae Contents – Directors
• Enclosure D – Declaration of Knowledge / experience – Directors
• Lista CdA 1 presentata da AVIO S.à.r.l. per la nomina del Consiglio di Amministrazione
• Lista CdA 2 presentata da un gruppo di investitori per la nomina del Consiglio di Amministrazione

Appointment of the Board of Auditors and deposit of the lists

• Framework letter for filing list of the Board of Statutory Auditors
• Enclosure A1 – Declaration for existence or absence of relationship - Statutory Auditors
• Enclosure B1 – Declaration of candidature, acceptance of appointment and certification of possession of the requisites – Statutory Auditors
• Lista CS 1 presentata da AVIO S.à.r.l. per la nomina del Collegio Sindacale
• Lista CS 2 presentata da un gruppo di investitori per la nomina del Collegio Sindacale

Convocazione Assemblea Straordinaria e Ordinaria 29 aprile 2025

Convocazione Assemblea degli Azionisti