BRDH Burani

    RNS Number : 6633J
  Burani Designer Holding N.V.
  08 December 2008
   



    Notice of EGM and Posting of Circular
    The Board of Burani Designer Holding N.V. announces that it is today posting to registered shareholders a circular and including a
notice of extraordinary general meeting of shareholders ("EGM"). The EGM will be held on 23rd December 2008 at Frederik Roeskestraat 123,
1076 EE, Amsterdam, The Netherlands. The EGM will commence at 12.00 hours Amsterdam time (CET); attendants can register from 11.30 hours
Amsterdam time. It will not be possible to register after 12.00 hours Amsterdam time.
    At the EGM, the following resolutions will be proposed:
    *     Opening
    *     Resolutions:
    *     Adoption of the proposal of the Board to transfer the head office of the Company and therewith its administrative seat to Italy
and to authorize each of the executive members of the Board severally to take any and all necessary actions for the implementation thereof;
    *     Adoption of the proposal to grant discharge to Mr. Dirk Stolp -following his tendered resignation effective as at 23 December
2008- for his responsibilities towards the Company as non-executive director; and
    *     Adoption of the proposal to appoint the Company's auditor charged with auditing of the annual accounts of the financial year 2008.

    *     Any other business
    *     Closing
    The EGM circular, a description of the proxy- procedure at the EGM, a Request for a Letter of Corporate Representation (for holders of
depository interest (the "DI holders") , the form of a power of attorney together with draft voting instructions (for holders of registered
shares (the "Registered Shareholders") and a Form of Direction (for DI holders) will be made available for inspection and a free copy can be
obtained by Registered Shareholders, DI holders and others who have a right to attend the EGM as defined in the Articles of Association
("Authorised Persons") at the Company's address, Frederik Roeskestraat 123, 1076 EE, Amsterdam, The Netherlands, fax number +31 (0)20
5771188, between 9.00 to 17.00 hours Amsterdam time on business days. DI holders can also obtain the relevant documents via Capita IRG
Trustees Limited (the "Depositary") at The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom.
    The documents for the EGM will also be made available on the Company's website (www.buranidh.com).
    Matters to be addressed at the EGM
    Resolution 1: Adoption of the proposal of the Board to transfer the head office of the Company and therewith its administrative seat to
Italy and to authorise each of the executive members of the Board severally to take any and all necessary actions for the implementation
thereof.
    The Company is currently legally incorporated and has its head office in the Netherlands. As the major operating business within the
Group has been, and will continue to be, based in Italy the Board believes that it is more appropriate to move the head office and related
administrative support to Italy. The Board believes that a transfer of the administrative seat should enable the Company to increase the
efficiency of the administrative activities of the Company, reduce the level of administrative costs and facilitate in recruiting qualified
Italian staff in order to carry out the management activities of the Company.
    Resolution 2: Adoption of the proposal to grant discharge to Mr. Dirk Stolp -following his tendered resignation effective as at 23
December 2008- for his responsibilities towards the Company as non-executive director.
    As a consequence of the transfer of the Company's administrative seat to Italy, Mr. Dirk Stolp shall tender his resignation as a
non-executive director of the Company, such resignation to be effective as at 23 December 2008. It has been agreed with Mr. Dirk Stolp that
he will formally step down as director at 23:59 (Netherlands Time) at December 23rd 2008.
    As a consequence of the above and in accordance with the Company's Articles of Association and in accordance with the laws of The
Netherlands, a proposal shall be made to adopt the resolution to grant discharge Mr. Dirk Stolp for his responsibilities as a non-executive
director of the Company, during the financial year 2008 until the date of his resignation.
    Resolution 3: Adoption of the proposal to appoint the Company's auditor charged with auditing of the annual accounts of the financial
year 2008. 
    In accordance with Dutch corporate governance provisions, the Company should at least once every four years, evaluate the functioning of
the Company's auditor within the various entities and in the different capacities in which the Company's auditor acts. Upon the
recommendation of the Company's audit committee, the Board wish to proposes to appoint Deloitte as new auditors for the Company.

    Procedure for Attending and Voting at the EGM
    DI holders who wish to attend the EGM and/or to cast a vote in person are required to submit a completed Request for a Letter of
Corporate Representation to Capita IRG Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, United Kingdom, to be
received no later than 12:00pm (CET time) on the 16th December 2008.

    DI holders who wish to cast a vote on the corresponding shares in the capital of the Company at the EGM, but who do not want to attend
the meeting, are required to submit a completed Form of Direction, to be received by Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom, no later than 12:00pm (CET Time) on the 16th December 2008.

    Registered Shareholders and other Authorised Persons are required to inform the Board in writing of their intention to attend the EGM in
person or by proxy, such writing to be received by the Company by no later than 17.00am (CET time)on 18 December 2008. Only Shareholders and
other Authorised Persons who are duly registered as such in the shareholders' register as kept by the Company at close of business on 18
December 2008, can be admitted to the EGM.

    Registered Shareholders or Authorised Persons who wish to be represented at the EGM by an authorised representative should issue a duly
executed written power of attorney in conformity with the form power of attorney made available as described above, such written power of
attorney to be received by the Company no later than 17.00am (CET time)on 18 December 2008.
    Identification
    Persons/entities who wish to attend and/or vote on the EGM, whether in person or by proxy, are required to present proof of their
identity. We therefore request those persons/entities to bring valid identification (including (a chain of) powers of attorney, excerpts
from the respective trade register and identification documents of individuals representing Authorised Persons).

    DI holders are advised that they should address all queries with respect to the EGM to the Depositary, Capita IRG Trustees Limited,
telephone 0871 664 0300 (calls cost 10p per minute plus network extras).
    Registered Shareholders or Authorised Persons are advised that they should address al queries with respect to the EGM to the Company,
attn. Company Secretary, telephone +39 02 76267717. 

    Amsterdam (the Netherlands), 8 December 2008
    The Board of Directors

    Enquiries:

 Burani Designer Holding N.V.  Tel: +39 02 7642 0111 / +39 348 256 1971
 Carol Brumer

 Shore Capital                 Tel: +44 20 7408 4090  
 Christian Littlewood


 Citigate Dewe Rogerson        Tel: +44 20 7638 9571
 Sarah Gestetner
 Lindsay Noton

    www.buranidh.com



This information is provided by RNS
The company news service from the London Stock Exchange
 
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