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As per decision of the Board as of December 16, 2010, the Board has decided to increase the
Company’s share capital, excluding any pre-emptive rights by the Company’s current shareholders
to subscribe to such capital increase, by an amount of EUR 132,079.00, corresponding
to 660,395 new Newron ordinary shares with a par value of EUR 0.20 per share. These shares
have been subscribed in a private placement announced by the Company as of December 22,
2010, by a leading international institutional investor.
On April 28, 2011, the extraordinary shareholders’ meeting resolved, among other things,
to increase the Company’s share capital, excluding any pre-emptive rights by the Company’s
current shareholders to subscribe to such capital increase, by an amount of EUR 145,287.00,
corresponding to 726,435 new Newron ordinary shares with a par value of EUR 0.20 per share.
These shares have been subscribed in a transaction announced by the Company as of April 5,
2012, by Zambon Company S.p.A.
Shares and participation certificates
As of December 31, 2011, Newron’s outstanding share capital was EUR 1,452,875.60, consisting
of 7,264,378 ordinary shares with a nominal value of EUR 0.20 each. All shares are fully paid
in. Each share is entitled to one vote at the shareholders’ meeting. All shares are entitled to
full dividend rights. In the event of a capital increase through the issuance of new shares, the
existing shareholders have subscription rights in proportion to their existing shareholding,
unless the shareholders’ meeting restricts or excludes such rights for important reasons, in
particular in connection with the acquisition of investments or employee participation.
Newron has not issued any (non-voting) participation certificates.
Dividend-right certificates
Newron has not issued dividend-right certificates (Genussscheine).
Transfer of shares
The transfer of shares is effected by corresponding entry in securities accounts which record
the transfer of financial instruments opened with authorized financial intermediaries and in
accordance with the applicable law. Upon registration of the transfer and upon request of
the shareholder, the financial intermediaries shall inform the Company of the transfer of shares,
and the Company shall update the Libro Soci (Shareholders’ Ledger) in accordance with
Italian law. A shareholder may ask for his registration at any time. No restrictions apply to
the transfer ability of Newron shares.
Convertible bonds
Newron has no convertible bonds outstanding.
18 Newron Annual Report 2011