MYBEST GROUP S.P.A. Registered office in Sesto San Giovanni (20099 – MI), Viale Casiraghi, 359 Share Capital € 3,334,309.50 fully paid Tax code/VAT and Milan Business Registration number 04227580968 NOTICE OF MYBEST GROUP S.P.A. SHAREHOLDERS’ ORDINARY AND EXTRAORDINARY MEETING The Shareholders are invited to participate in the Shareholders' Meeting of My Best Group S.p.A., with registered office in Sesto San Giovanni, Viale Casiraghi 359, Share Capital € 3,334,309.50 fully paid, VAT no. 04227580968, REA no. 1735084 (the “Company”), for the ordinary session, with a first call on 4 February 2020, at 04.00pm, at Ruben Israel - Elena Terrenghi - Anna Riberti Notary Office in Milan, via Filippo Carcano 47, postal code 20149, and, on second call, on 5 February 2020, same time and same place, to discuss and decide on the following Agenda
- Provisions of article 2447 of the Civil Code
- Appointment of the new administrative body and auditor
- Possible adoption of ancillary instruments to protect creditors
SHARE CAPITAL AND VOTING SHARES As of the date of publication of this notice, the subscribed and paid-up share capital of MyBest Group S.p.A., equal to € 3,334,309.50, consists of no. 6,668,619 no par value ordinary shares, each of which gives the right to one vote. As of today, the Company owns no. 144,340 treasury shares. RIGHT TO PARTICIPATE IN THE MEETING AND MEETING REPRESENTATION Shareholders with voting rights are entitled to participate in the Shareholders' Meeting. Pursuant to article 83-sexies of Legislative Decree no. 58/98, the right to participate in the Shareholders' Meeting and exercise the vote of the Company's shares is subject to the receipt by the Company of the notice issued by an intermediary authorised in accordance with current legislation, certifying the ownership of the shares based on the evidence of the accounting records at the end of the accounting day of the seventh open market day prior to the date of the Shareholders' Meeting on first call (that is, 24 January 2020, the so-called record date). Credits and debits recorded on the accounts after that date are not relevant for the purpose of legitimizing the exercise of the right to vote in the Shareholders' Meeting; therefore, the holders of ordinary shares registered as such only after that date shall not have the right to attend and vote at the Shareholders' Meeting. Notice from intermediaries to the Company are sent in accordance with current legislation. Notices from intermediaries shall be sent to the Company by the end of the third open market day prior to the date set for the Shareholders' Meeting, that is 30 January 2020. The right to attend and vote remains unaffected if notices are received by the Company beyond the aforementioned deadline, but before the Shareholders' Meeting on single call begins. Postal or electronic voting procedures are not admitted. PROXY VOTING Any person entitled to attend the Shareholders' Meeting can be represented by proxy, according to the provisions of article 2372 of the Civil Code as well as other applicable provisions, including regulatory provisions. The proxy can be sent to the Company, in advance so that they can be collected, by registered letter to the Company's registered office in Sesto San Giovanni, Viale Casiraghi 359, or by certified email to mybestgroupspa@legalmail.it. Any prior notification does not exempt the delegate, during accreditation for access to the meeting, from the obligation to certify conformity of the notified copy with the original and the delegator’s identity. Sesto San Giovanni, 15 January 2020 My Best Group S.p.A. Fabio Regolo Chairman of the Board of Directors
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