<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
PROXY STATEMENT
ANSALDO SIGNAL N.V.
(Exact name of registrant as specified in its charter)
Schiphol Boulevard 267
1118 BH Schiphol
The Netherlands
(Address of principal executive office)
Indicate by check mark whether the Registrant files or will file annual reports
under cover of Form 20-F or Form 40-F:
Form 20-F [X] Form 40-F
Indicate by check mark whether the Registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes [ ] No [X]
This document contains 13 pages including this page.
<PAGE> 2
ANSALDO SIGNAL N.V.
World Trade Center, Schiphol Boulevard 267, 1118 BH Schiphol, The Netherlands
Registered with the Chamber of Commerce of Amsterdam under No. 34.098.150
- --------------------------------------------------------------------------------
James N. Sanders
Managing Director and
Chief Executive Officer
April 5, 1999
Dear Shareholder:
You are cordially invited to attend the Annual General Meeting of Shareholders,
which will be held at 1:00 p.m. local time on Monday, April 26, 1999, at the
offices of the Company in the World Trade Center in Schiphol, Amsterdam, The
Netherlands (the "Annual Meeting"). The address is Schiphol Boulevard 267, 1118
BH Schiphol, The Netherlands.
The enclosed Notice and Proxy Statement contain complete information about
matters to be considered at the Annual Meeting, at which the business and
operations of Ansaldo Signal N.V. will also be reviewed. We hope that you will
be able to attend. If you plan to attend, please detach and return the
notification form following the Proxy Statement by the date specified therein
and an admission ticket will be sent to you.
Whether or not you plan to attend, we urge you to complete, sign and return the
enclosed proxy card, so that your shares will be represented and voted at the
Annual Meeting.
Sincerely,
<PAGE> 3
ANSALDO SIGNAL N.V.
World Trade Center, Schiphol Boulevard 267, 1118 BH Schiphol, The Netherlands
Registered with the Chamber of Commerce of Amsterdam under No. 34.098.150
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders (the
"Annual Meeting") of Ansaldo Signal N.V. (the "Company") will be held on Monday,
April 26, 1999, at 1:00 p.m. local time at the offices of the Company in the
World Trade Center, Schiphol Boulevard 267, 1118 BH Schiphol, Amsterdam, The
Netherlands.
The agenda for this Annual Meeting, including proposals made by the Supervisory
Board and the Management Board, is as follows:
1. Opening by the Chairman
2. Management Board Report on the course of business of the
Company in connection with the Dutch Statutory Annual Accounts
of 1998
3. Supervisory Board Report with respect to the Dutch Statutory
Annual Accounts of 1998
4. Approval to prepare the Dutch Statutory Annual Accounts in the
English language and adoption of the Dutch Statutory Annual
Accounts of 1998
5. Appointment of the registered accountants for 1999
6. Extension of the authority of the Management Board to issue
Company shares until April 26, 2004
7. Extension of the authority of the Management Board to limit or
eliminate pre-emptive rights until April 26, 2004
8. Extension of the authority of the Management Board to
repurchase Company shares until October 26, 2004
9. Appointment of Dr. Bruno Tufari as member of the Management
Board of the Company
10. Election of new Supervisory Board members
11. Questions
12. Adjournment
Pursuant to the Articles of Association of the Company and Netherlands law,
copies of the Dutch Statutory Annual Accounts for the financial year 1998, the
reports of the Supervisory Board and the Management Board are open for
inspection by registered shareholders and other persons entitled to attend
meetings of shareholders at the offices of the Company at World Trade Center,
Schiphol Boulevard 267, 1119 BH Schiphol, The Netherlands, at ABN AMRO Bank
N.V., Foppingadreef 22, 1102 BS, Amsterdam, The Netherlands, and at the office
of Letitia Radford, Vice President, SunTrust Bank, Corporate Trust Department,
58 Edgewood Avenue, Atlanta, Georgia 30303, U.S.A., from the date hereof until
the close of the Annual Meeting.
Registered shareholders wishing to exercise their shareholder rights, either in
person or by proxy, must notify the Company of their intention to do so no later
than April 16, 1999, using the enclosed
<PAGE> 4
notification form and/or proxy card, as applicable. Notification should be
received by 5:00 p.m. (New York time) on April 16, 1999, at the office of
Letitia Radford, Vice President, SunTrust Bank , Corporate Trust Department,
P.O. Box 4625, Mail Code 008, Atlanta, Georgia 30302, U.S.A. Registered
shareholders may only exercise their shareholder rights for the shares
registered in their name both on April 16, 1999 and on the day of the meeting.
The holders of Type II shares (evidenced by share certificates) as referred to
in Article 5.2 of the Articles of Association, shall state the serial numbers of
their share certificates when notifying the Company.
The Company's transfer agent will send an admission ticket to registered
shareholders that have properly notified the Company of their intention to
attend the Annual Meeting.
The Management Board
April 5, 1999
SHAREHOLDERS ARE URGED TO MARK, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY
CARD AND/OR NOTIFICATION FORM, AS APPLICABLE, IN THE ENCLOSED RETURN ENVELOPE.
<PAGE> 5
ANSALDO SIGNAL N.V.
World Trade Center, Schiphol Boulevard 267, 1118 BH Schiphol, The Netherlands
Registered with the Chamber of Commerce of Amsterdam under No. 34.098.150
- --------------------------------------------------------------------------------
PROXY STATEMENT
Annual General Meeting of Shareholders
to be held on April 26, 1999
This Proxy Statement is being provided to shareholders of Ansaldo Signal N.V., a
Netherlands corporation (the "Company"), in connection with the solicitation of
proxies in the form enclosed herewith for use at an Annual General Meeting of
Shareholders of the Company (the "Annual Meeting") to be held on Monday, April
26, 1999, at the times and for the purposes set forth in the Notice of Annual
General Meeting of Shareholders or at any adjournment thereof. A copy of the
Notice of Annual General Meeting of Shareholders (which contains the Agenda for
the Annual Meeting) accompanies this Proxy Statement.
Pursuant to the Articles of Association of the Company and Netherlands law,
copies of the Dutch Statutory Annual Accounts for the financial year 1998, and
the reports of the Supervisory Board and the Management Board are open for
inspection by registered shareholders and other persons entitled to attend
meetings of shareholders at the offices of the Company at World Trade Center,
Schiphol Boulevard 267, 1118 BH Schiphol, The Netherlands, at ABN AMRO Bank
N.V., Foppingadreef 22, 1102 BS, Amsterdam, The Netherlands, and at the office
of Letitia Radford, Vice President, SunTrust Bank, Corporate Trust Department,
58 Edgewood Avenue, Atlanta, Georgia 30303, U.S.A., from the date hereof until
the close of the Annual Meeting.
Because the Company is a "foreign private issuer," the solicitation of proxies
for use at the Annual Meeting is not subject to the proxy rules contained in
Regulation 14A promulgated under the United States Securities Exchange Act of
1934, as amended.
The solicitation is made on behalf of the Company and the cost of the
solicitation will be borne by the Company. The Company will reimburse brokerage
firms, fiduciaries and custodians for their reasonable expenses in forwarding
solicitation materials to the beneficial owners. The Company will cause this
Information Statement, the notification form and the form of proxy to be mailed
to shareholders on or about March 29, 1999.
VOTING PROCEDURE
In order to attend, address and vote at the Annual Meeting, registered holders
of Common Shares must advise the Company in writing, in accordance with the
procedures stated in the Notice of Annual General Meeting of Shareholders, of
their intention to attend the Annual Meeting. Pursuant to the Articles of
Association of the Company, registered shareholders may only exercise their
shareholder rights for those Common Shares registered in their name both on
April 16, 1999 and on the day of the Annual Meeting.
It is noted that all items set forth in the Agenda were either proposed by the
Management Board and approved by the Supervisory Board, or proposed by the
Supervisory Board.
<PAGE> 6
At the close of business on March 29, 1999, there were 20,448,750 Common Shares
of the Company issued and outstanding. On that date, Ansaldo Trasporti S.p.A.,
an Italian corporation, owned 14,711,250 Common Shares, or approximately 71.9%
of the total issued and outstanding Common Shares, of the Company, and Compagnie
des Signaux S.A., a French corporation, owned 2,000,000 Common Shares, or
approximately 9.8% of the total issued and outstanding Common Shares, of the
Company.
A registered holder of Common Shares may cast one vote per share at the Annual
Meeting. In accordance with Articles 12.1, 20.5, 31.1 and 39.2 of the Articles
of Association of the Company, no quorum requirement applies at the Annual
Meeting, except in the case of approval of the extension of the Management
Board's authority to limit or eliminate preemptive rights until April 26, 2004,
pursuant to Item 7 of the Agenda (which requires a 2/3 majority of the votes
cast at the Annual Meeting, in person or by proxy, if less than 50% of the share
capital of the Company is present). In addition, according to Article 39.2 of
the Articles of Association of the Company, the appointment of the registered
accountants for 1999 (Item Five) requires a two-third majority of the votes
casts. Except as specifically described in this paragraph, proposals made by the
Supervisory Board or the Management Board shall be validly adopted upon the
approval of an absolute majority of the votes cast at the Annual Meeting.
Common Shares cannot be voted at the Annual Meeting unless the registered holder
is present in person or is represented by a written proxy. The Company is
incorporated in the Netherlands and, as required by the laws thereof and the
Company's Articles of Association, the Annual Meeting must be held in the
Netherlands. Registered shareholders can indicate on the enclosed notification
form whether they intend to attend the Annual Meeting in person. Such
shareholders will be sent an admission ticket.
For those registered shareholders who are unable to attend the Annual Meeting in
person, the enclosed proxy card naming Mr. James N. Sanders and Dr. Bruno Tufari
as proxyholders is a means by which such registered shareholders may authorize
the voting of Common Shares at the Annual Meeting. If the proxy in the enclosed
form is duly executed and returned, all Common Shares represented thereby in
accordance with the procedure specified in the Notice of Annual Meeting will be
voted, and, where specification is made by the holder of Common Shares on the
form of proxy, will be voted by the proxyholders in accordance with such
specification. If no specification is made in the proxy, the proxy will be voted
by the proxyholders FOR items 4, 5, 6, 7, 8, 9 and 10.
In the event a registered shareholder wishes to use any other form of proxy,
such proxy shall be voted in accordance with the specification given therein,
provided that (i) such shareholder has notified the Company on or prior to April
16, 1999, of his/her intention to attend the Annual Meeting and to exercise
his/her shareholder rights, (ii) such proxy states the number of registered
Common Shares held by such shareholder, (iii) the Common Shares for which the
proxy is given are registered in the name of the shareholder both on April 16,
1999 and on the date of the Annual Meeting, and (iv) such proxy enables the
person named therein to vote the Common Shares represented thereby in the
affirmative, the negative or to abstain from voting, as applicable. The
proxyholder shall present the duly executed proxy to obtain admission to the
Annual Meeting and exercise the shareholder rights represented by such proxy.
Any person who has executed and delivered a proxy to the Company and who
subsequently wishes to revoke such proxy may do so by delivering a subsequently
dated proxy or by giving written notice of revocation, which in each case must
be received by 5:00 p.m. (New York time) on April 16, 1999, at the office of
Letitia Radford, Vice President, SunTrust Bank, Corporate Trust Department, P.O.
Box 4625, Mail Code 008, Atlanta, Georgia 30302, U.S.A.
<PAGE> 7
ITEM FOUR:
APPROVAL TO PREPARE THE DUTCH STATUTORY ANNUAL ACCOUNTS
IN THE ENGLISH LANGUAGE AND ADOPTION OF
THE DUTCH STATUTORY ANNUAL ACCOUNTS OF 1998
The Company's audited annual accounts for the year 1998, as expressed in United
States dollars and prepared in accordance with Dutch statutory accounting
principles (the "Dutch Statutory Annual Accounts"), are submitted to the
shareholders in the English language. Pursuant to Section 2:362, Paragraph 7, of
the Dutch Civil Code, the items in the Annual Accounts of a Dutch Company shall
be prepared in the Dutch language, unless the shareholders at the Annual Meeting
resolve to use another language. Due to the international structure of the
Company and in order to facilitate intra-company communications and external
communications about the Company, the English language has been adopted by the
Company as its standard for the preparation of financial statements and other
publications. Therefore, it is proposed that the language of the Dutch Statutory
Annual Accounts and the items thereon for the financial year 1998 and subsequent
years be the English language.
It is noted that in accordance with Article 2:408 of the Dutch Civil Code, the
Dutch Statutory Annual Accounts are the annual accounts of the Company and its
participations and do not represent the consolidated accounts of the Company and
all of its subsidiaries.
Copies of the Company's Dutch Statutory Annual Accounts and the reports of the
Supervisory Board and the Management Board are available for inspection by
registered shareholders and other persons entitled to attend meetings of
shareholders at the offices of the Company at World Trade Center, Schiphol
Boulevard 267, 1118 BH Schiphol, The Netherlands, at ABN AMRO Bank N.V.,
Foppingadreef 22, 1102 BS, Amsterdam, The Netherlands, and at the office of
Letitia Radford, Vice President, SunTrust Bank, Corporate Trust Department, 58
Edgewood Avenue, Atlanta, Georgia 30303, U.S.A., from the date hereof until the
close of the Annual Meeting.
During the 1998 financial year, there were no profits accrued to Ansaldo Signal
N.V., and no dividend will be paid.
Pursuant to Article 34 of the Articles of Association of the Company, the
adoption by the shareholders at the Annual Meeting of the Dutch Statutory Annual
Accounts has the effect of discharging, for purposes of Dutch law, the
Management Board and the Supervisory Board in connection with their management
and supervisory duties, respectively, for the financial year to which such
accounts relate. The discharge only applies to matters actually stated in the
Dutch Statutory Annual Accounts or discharged during the Annual Meeting.
A majority of the votes cast is required for the adoption of the Company's Dutch
Statutory Annual Accounts and to approve the use of the English language with
respect to the presentation of the Dutch Statutory Annual Accounts of the
Company for 1998 and subsequent years.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM FOUR.
<PAGE> 8
ITEM FIVE:
APPOINTMENT OF THE REGISTERED ACCOUNTANTS FOR 1999
PricewaterhouseCoopers NV, who have served as auditors of the Company since its
formation in 1996, have been selected by the Supervisory Board and the
Management Board as independent public accountants to audit the Dutch Statutory
Annual Accounts of the Company for the fiscal year ending December 31, 1999.
A two-thirds majority of the votes cast is required for the approval of the
appointment of PricewaterhouseCoopers NV as accountants to audit the Dutch
Statutory Annual Accounts of the Company for the fiscal year ending December 31,
1999.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM FIVE.
ITEM SIX:
EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD
TO ISSUE COMPANY SHARES UNTIL APRIL 26, 2004
Under Dutch law and the Articles of Association of the Company, the Management
Board has the power, subject in each case to the approval of the Supervisory
Board, to issue shares of the Company's share capital if and insofar as the
Management Board has been designated by the General Meeting of Shareholders as
the authorized body for this purpose. A designation of the Management Board to
issue shares may be effective for a specified period up to five years and may be
renewed on a rolling annual basis. By Shareholder resolution adopted on November
13, 1996, the Management Board was authorized to issue shares and/or to grant
rights to subscribe shares. By Shareholder resolution adopted on April 14, 1998,
this authority was extended. The extension expires on April 14, 2003.
It is proposed to extend the designation of the Management Board to issue all
unissued shares of the company's authorized capital shares and/or grant rights
to subscribe shares for a five year period from the date of this Annual Meeting
until April 26, 2004.
A majority of the votes cast at the Annual Meeting is required to extend the
said designation of the Management Board to issue shares and/or grant rights to
subscribe shares for a five year period from the date of this Annual Meeting
until April 26, 2004.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM SIX.
<PAGE> 9
ITEM SEVEN:
EXTENSION OF THE AUTHORITY OF THE MANAGEMENT
BOARD TO LIMIT OR ELIMINATE PRE-EMPTIVE RIGHTS UNTIL APRIL 26, 2004
Holders of Common Shares have a pro rata preemptive right of subscription to any
Common Share issuance for cash except if it concerns shares to employees unless
such right is limited or eliminated. Holders of Common Shares have no pro rata
preemptive subscription right with respect to any Common Shares issued for
consideration other than cash. If designated for this purpose by the General
Meeting of Shareholders, the Management Board has the power, on approval by the
Supervisory Board, to limit or eliminate such rights. A designation may be
effective for up to five years and may be renewed on a rolling annual basis. By
Shareholder resolution adopted on November 13, 1996, the Management Board was
authorized for a five-year period to limit or eliminate from time to time the
preemptive rights of holders of Common Shares in the event of a share issue. By
Shareholder resolution adopted on April 14, 1998, this authority was extended.
The extension expires on April 14, 2003.
It is proposed to extend the authorization granted by the aforementioned
resolution by authorizing the Management Board to limit or eliminate the
preemptive rights of holders of Common Shares in the event of a share issue or
granting of rights to subscribe for shares for a new five year period from the
date of this Annual Meeting until April 26, 2004.
A majority of the votes cast at the Annual Meeting is required (provided at
least 50% of the share capital of the Company is present in person or
represented by proxy at the meeting) in order to extend the said authorization
to limit or eliminate the preemptive rights of holders of Common Shares in the
event of a share issue for a five year period from the date of this Annual
Meeting until April 26, 2004. If 50% or more of the share capital of the Company
is not present in person or represented by proxy at the Annual Meeting, a
two-thirds majority of the votes cast is required.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM SEVEN.
ITEM EIGHT:
EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD
TO REPURCHASE COMPANY SHARES UNTIL OCTOBER 26, 2000
Under Dutch law and the Articles of Association of the Company, the Company and
its subsidiaries may, subject to certain Dutch statutory provisions, repurchase
up to one-tenth of the Company's issued share capital. Any such purchases are
subject to approval of the Supervisory Board and the authorization by the
Shareholders at the Annual Meeting, which authorization may not continue for
more than eighteen months. By Shareholder resolution adopted on November 13,
1996, the Management Board was authorized for eighteen months to repurchase up
to 10% of the outstanding share capital of the Company. By Shareholder
resolution adopted on April 14, 1998, this authority was extended. The extension
expires on October 14, 1999, but may be extended for an additional
eighteen-month period if authorized by the Shareholders at the Annual Meeting.
It is proposed to extend the authorization granted by the aforementioned
resolution by authorizing the Management Board to repurchase up to 10% of the
outstanding share capital of the Company for an additional eighteen-month period
from the date of this meeting until October 26, 2000, against a repurchase price
between, on the one hand, the nominal amount of the shares concerned and, on the
other hand, an amount of 110% of the highest price officially quoted on the
Nasdaq National Market on any of five banking days preceding the date of the
repurchase.
<PAGE> 10
A majority of the votes cast at the Annual Meeting is required to extend the
said authorization to repurchase up to 10% of the outstanding share capital of
the Company for an additional eighteen month period from the date of this
meeting until October 26, 2000.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM EIGHT.
ITEM NINE:
APPOINTMENT OF DR. BRUNO TUFARI AS MEMBER OF THE MANAGEMENT BOARD OF THE COMPANY
Dr. Bruno Tufari has served as Deputy Managing Director of the Company since
November 1998. Whereas the Supervisory Board now believes that the Company will
benefit from the appointment of Dr. Tufari to the position of member of the
Management Board of the Company, the Supervisory Board proposes to appoint him
to that position in accordance with Article 11.2 of the Articles of Association
of the Company. A majority of votes cast at the Annual Meeting is required to
appoint a member of the Management Board of the Company.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM NINE.
ITEM TEN:
ELECTION OF THE NEW SUPERVISORY BOARD MEMBERS
Article 20, paragraph 1 of the Articles of Incorporation of the Company
stipulates that the Supervisory Board shall be comprised of not less than three
and not more than eleven members. Whereas there are currently nine members of
the Supervisory Board of the Company, and whereas the term-of-service for all
members of the Supervisory Board expires by virtue of the requirements of the
Articles of Association and/or by resignation effective the date of the Annual
General Shareholders Meeting which is April 26, 1999, the Supervisory Board
proposes, after consultation with the Management Board, that Mr. Alberto
Rosania, Mr. Claudio Artusi, Mr. Bruno Bigliardo, Mr. Luigi Liccardo, Mr.
Vitaliano Pappaianni, Mr. Lawrence W. Rosenfeld, Mr. Yazid Sabeg, Mr. Mark V.
Santo and Mr. Costantino Savoia become members of the Supervisory Board and that
their terms expire no later than the first ordinary general meeting of
shareholders to be held in 2002:
o ALBERTO ROSANIA, Chairman, has served since 1992 as First Vice
President of Strategic Finance for Finmeccanica S.p.A.
("Finmeccanica"), which company is the owner of approximately
56% of the outstanding shares of Ansaldo Trasporti S.p.A.
("ATR"), which company in turn is the owner of 14,711,250
Common Shares, or 71.9% of the outstanding Common Shares, of
the Company. Mr. Rosania also has served as a director and
Chairman of the Supervisory Board of the Company since its
formation in 1996.
o CLAUDIO ARTUSI has served as the Systems Business Unit Manager
for ATR since 1995. Mr. Artusi previously served from 1992 to
1995 as the Vice President of ATR in charge of Strategies,
Development and Marketing.
o BRUNO BIGLIARDO has served as the Vice President-Taxation for
Finmeccanica since 1992. He is also a member of the Board of
Directors of various Finmeccanica subsidiaries and is
Secretary to the Board of ATR.
<PAGE> 11
o LUIGI LICCARDO has served as the Senior Vice President-Finance
and Administration for Finmeccanica since 1998. Mr. Liccardo
served from 1995 to 1998 as Co-Managing Director of Coinfra
S.p.A. and as the Senior Vice President-Finance and
Administration of Italimpianti S.p.A. from 1994 to 1996, both
of which are companies controlled by Istituto per la
Ricostruzione Industriale-IRI S.p.A. ("IRI"). IRI, the Italian
state holding company, is the owner of approximately 61% of
the outstanding shares of Finmeccanica.
o VITALIANO PAPPAIANNI has served as an officer of Finmeccanica
since 1986 and currently serves as Senior Vice
President-Corporate Planning and Control as well as a director
of several Finmeccanica subsidiaries.
o LAWRENCE W. ROSENFELD currently serves as the Executive
Director of Team Adventure USA. He was the founder of
Concentra Corporation ("Concentra"), a publicly traded company
listed on the Nasdaq National Market until it was acquired by
Oracle Corporation in December 1998. From 1984 to December
1998, Mr. Rosenfeld held various positions at Concentra,
including Chief Executive Officer, President and Chairman of
the Board.
o YAZID SABEG currently serves as the Chairman of the Board of
Directors of Compagnie des Signaux Transport, a wholly owned
subsidiary of the Company. Since 1991, he also has served as
Chief Executive Officer and a director of Compagnie des
Signaux S.A., which company owns 2,000,000 Common Shares, or
9.8% of the outstanding Common Shares, of the Company. Mr.
Sabeg also has served as director of the Company since its
formation in 1996.
o MARK V. SANTO is an attorney who served until 1999 as Group
Vice President and General Counsel of Elsag Bailey Process
Automation N.V., a New York Stock Exchange listed company in
which Finmeccanica held a majority share ownership until its
recent sale. Mr. Santo previously served from 1990 to 1993 as
the general counsel of its predecessor, Elsag Bailey, Inc.,
and before that practiced law in Pittsburgh, Pennsylvania.
o COSTANTINO SAVOIA currently serves as Executive Vice President
of ATR. Mr. Savoia previously served as Executive Vice
President of ILVA S.p.A. and, until 1998, as the executive
responsible for the winding-up of IRITECHNA S.p.A., both of
which are companies controlled by IRI.
A majority of the votes cast at the Annual Meeting is required to appoint new
members of the Supervisory Board.
THE MANAGEMENT BOARD RECOMMENDS A VOTE FOR ITEM TEN.
PLEASE SIGN, DATE AND RETURN THE ACCOMPANYING NOTIFICATION FORM OR PROXY, AS
APPLICABLE, IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE.
The Management Board
James N. Sanders
Managing Director and
Chief Executive Officer
April 5, 1999
<PAGE> 12
NOTIFICATION FORM: TEAR OUT AND RETURN TO ADDRESS BELOW
TO:
Letitia Radford
Vice President
Corporate Trust Department
SunTrust Bank Atlanta
P.O. Box 4625, Mail Code 008
Atlanta, Georgia 30302
U.S.A.
ANSALDO SIGNAL N.V.
ANNUAL GENERAL MEETING OF SHAREHOLDERS
APRIL 26, 1999
The undersigned, holder of ___________________ registered shares Type I and/or
_______________ registered shares Type II (with share certificate numbers
_____________) of Ansaldo Signal N.V. (the "Company"), hereby notifies the
Company that he/she/it wishes to attend and to exercise his/her/its shareholder
rights at the Annual Meeting to be held at the offices of the Company at the
World Trade Center, Schiphol Boulevard 267, 1118 BH Schiphol, Amsterdam, The
Netherlands, on April 26, 1999, at 1:00 p.m. local time, or any adjournment or
adjournments thereof, and requests the Company to send him/her/it a ticket of
admission.
The undersigned registered shareholder realizes that he/she/it can only exercise
his/her/its shareholder rights for the shares registered in his/her/its name
both on April 16, 1999, and on the day of the Annual Meeting.
In witness whereof the undersigned has duly executed this notification/caused
this notification to be duly executed by its authorized officers at
______________________ this ________ day of _____________, 1999.
<TABLE>
<S> <C>
_____________________________________________ _____________________________________________
(Signature of registered Shareholder) (Signature of registered Shareholder)
_____________________________________________ _____________________________________________
(Print full name of registered Shareholder(s)) (Print full name of registered Shareholder(s))
</TABLE>
IF SHARES ARE HELD JOINTLY, EACH REGISTERED HOLDER MUST SIGN. NOTIFICATION MUST
BE RECEIVED AT SUNTRUST BANK, ATLANTA NO LATER THAN 5:00 P.M. (NEW YORK TIME) ON
APRIL 16, 1999.
<PAGE> 13
ANSALDO SIGNAL N.V. PROXY
THIS PROXY IS SOLICITED FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE
HELD ON APRIL 26, 1999. The undersigned hereby appoints James N. Sanders and
Bruno Tufari, or either one of them with individual power of substitution,
proxies to vote all Common Shares of Ansaldo Signal N.V. which the undersigned
may be entitled to vote at the Annual General Meeting of Shareholders to be held
on April 26, 1999 and at all adjournments thereof, as follows:
4. APPROVAL TO PREPARE THE DUTCH STATUTORY ANNUAL ACCOUNTS IN THE ENGLISH
LANGUAGE AND ADOPTION OF DUTCH STATUTORY ANNUAL ACCOUNTS FOR THE FISCAL
YEAR 1998.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
5. APPOINTMENT OF PRICEWATERHOUSECOOPERS NV AS REGISTERED ACCOUNTANTS OF
THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
6. EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD TO ISSUE COMPANY
SHARES UNTIL APRIL 26, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
7. EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD TO LIMIT OR
ELIMINATE PREEMPTIVE RIGHTS UNTIL APRIL 26, 2004.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
8. EXTENSION OF THE AUTHORITY OF THE MANAGEMENT BOARD TO REPURCHASE
COMPANY SHARES UNTIL OCTOBER 26, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
9. APPOINTMENT OF DR. BRUNO TUFARI AS MEMBER OF THE MANAGEMENT BOARD OF
THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
10. ELECTION OF MR. ALBERTO ROSANIA, MR. CLAUDIO ARTUSI, MR. BRUNO
BIGLIARDO, MR. LUIGI LICCARDO, MR. VITALIANO PAPPAIANNI, MR. LAWRENCE
W. ROSENFELD, MR. YAZID SABEG, MR. MARK V. SANTO AND MR. COSTANTINO
SAVOIA TO THE SUPERVISORY BOARD OF THE COMPANY.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
11. IN ACCORDANCE WITH THE BEST JUDGMENT OF THE MANAGEMENT BOARD AND THE
SUPERVISORY BOARD, UPON SUCH OTHER MATTERS AS MAY COME BEFORE THE
ANNUAL MEETING.
<TABLE>
<S> <C>
___________________________________________ ____________________________________________________
(Signature of Registered Shareholder) (Signature of Registered Shareholder)
DATE:_________________________________, 1999 IMPORTANT: Please sign this Proxy exactly as your name or names
appear hereon. If shares are held by more than one owner, each must
BE SURE TO DATE THIS PROXY sign. Executors, administrators, trustees, guardians, and others
signing in a representative capacity should give their full titles.
</TABLE>
