Notice of Ordinary and Extraordinary General Meeting by qdk21196


                 Sogefi S.p.A. - Via Ulisse Barbieri 2 - Mantua
               Share Capital Euro 59,022,803.84 fully paid up
             Mantua company register and tax no. 00607460201
         Company under the Management and Supervision of CIR S.p.A.

        Notice of Ordinary and Extraordinary
                  General Meeting
Shareholders are informed that an Ordinary and Extraordinary General
Meeting is convened at the Company’s registered offices in Mantua, Via
Ulisse Barbieri, 2, on Friday, 20 April 2007, at 16.00 p.m. on first notice and,
if necessary, reconvened on Monday, 23 April 2007, at the same time and
place, to consider and vote on the following
Ordinary Matters
1. The Board of Directors’ report and annual statements for the fiscal year
    ended 31 December 2006. Board of Statutory Auditors’ Report. Approvals.
2. Authorization allowing the Company to buy back its own shares subject
    to annulment of the earlier and related authorization to make them
3. Determination of the number and appointment of the members of the
    Board of Directors for the three years 2007-2009. Determination of relative
4. Renewal of the appointment of PricewaterhouseCoopers S.p.A. to audit
    the financial statements for fiscal years 2007-2008-2009, and half-year
    statements at 30 June 2007 – 30 June 2008 – 30 June 2009, and to provide
    continuous accounting control for the three years 2007 – 2009, under the
    terms of article 155 and successive articles of Leg. Decree 58, 24 February
5. Approval of the 2007 stock option plan for employees of foreign subsidiaries.
6. Approval of the 2007 incentives plan for the Company’s Managing
    Director, employees and collaborators and employees of Italian subsidiaries.
Extraordinary Matters
1. Proposal to amend the Company by-laws to meet the requirements of Law
    262/2005 and successive amendments: in particular, changes to articles
    12,13,17,18,19 and 26. Approvals and voting.
The Company’s financial statements for the year ended December 31, 2006
and consolidated statements of Sogefi Group at the same date will be made
available to the Shareholders from 30 March 2007 at the registered offices of
the Company and Borsa Italiana S.p.A.
Shareholders may attend General Meetings if, at least two days prior to the
meeting, an authorized intermediary has supplied the Company with the
communication on their behalf required under current regulations for
attendance at meetings; the shares indicated in the communication are
restricted until the end of the meeting.
Each shareholder entitled to attend General Meetings may be represented by
another person holding a written proxy as provided by law.
Board of Directors’ reports relating to the points of order and relative
proposals for deliberation will be deposited at the Company’s registered
offices and at the head offices of Borsa Italiana S.p.A.. from 4 April 2007
where Shareholders may obtain a copy.
Finally, you are reminded that – under the terms of article 17 of the Company
by-laws as amended by Board of Directors resolution of 27 February 2007 –
the Board members are appointed from lists presented by the Shareholders
in which candidates are listed in numerical order. The lists, signed by the
presenting Shareholders, must be filed at the Company’s offices at least
fifteen days prior to the date of first convening of the Meeting.
List may only be presented by Shareholders who, either individually or jointly
with others, hold shares that represent at least 2.5% of the share capital, or
a different percentage laid down by the law. Proof of ownership of the
required number of shares must be presented within two working days prior
to the first convening of the Meeting. Further information on the drawing
up and presenting of lists and the relative voting procedures is contained in
the aforementioned article 17 of the Company by-laws, available to Shareholders
at the registered offices or may be viewed online on the Company’s web site,
                                                         Rodolfo De Benedetti

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