18 April 2024 12:32
Price Sensitive

Annual General Meeting of 18 April 2024

During IGD SIIQ S.p.A.’s Annual General Meeting, held today in ordinary session, shareholders:

  • approved the financial statements as at 31 December 2023; the Directors’ Report on operations; the External Auditors’ Report; the Board of Statutory Auditors’ Report. The consolidated financial statements as at 31 December 2023, the content of which had already been disclosed to the market, were also presented
  • approved the allocation of the results for the financial year
  • approved the first section of the “Report on the Remuneration Policy and Compensations Paid”
  • resolved in favor of the second section of the “Report on the Remuneration Policy and Compensations Paid”
  • appointed the Board of Directors, setting the number of directors at 11
  • appointed the Board of Statutory Auditors

 

Bologna, 18 April 2024. Today the Ordinary Annual General Meeting of IGD – Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”), a major player in Italy’s retail property market and listed on the STAR segment of the Italian Stock Exchange, met in first call, in a meeting chaired by Rossella Saoncella.

 

Financial statements and Consolidated financial statements as at 31 December 2023

During the Ordinary Annual General Meeting, IGD’s shareholders approved the Financial statements at 31 December 2023, as presented during the meeting of the Board of Directors held on 27 February 2024, which closes with a net loss of €72,514,857.76 (the Group’s consolidated net loss amounted to €81.7 million), as previously disclosed to the market.

 

Allocation of the results for the year

The Shareholders’ Meeting has also resolved, according to what proposed by the Board of Directors, to cover the net loss recorded at 31 December 2023 of €72,514,857.76 using available reserves for €57,922,821.3, and capital reduction reserves for €14,592,036.46, and to reclassify the fair value reserve by €25,179,494.12 following partial changes to distributable income pursuant to Art. 6 of Legislative Decree n. 38 of 28 February 2005, increasing the available reserve by the same amount. Consequently, the fair value reserve, relative to the fair value of the real estate portfolio, would go from €212,585,853.75 to €187,406,359.63.

 

Report on the Remuneration Policy and Compensations Paid pursuant to art. 123-ter, paragraphs 3-bis, 3-ter and 6, of Legislative Decree 58/98 – first section

During the Ordinary Annual General Meeting shareholders approved the first section of the “Report on the Remuneration Policy and Compensations Paid” pursuant to Art. 123-ter, paragraphs 3-bis and 3-ter, of TUF, which describes the Company’s policy with respect to the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of managers with strategic responsibilities for financial year 2024, as well as the procedures used to adopt and implement the said policy.

 

Report on the Remuneration Policy and Compensations Paid pursuant to art. 123-ter, paragraphs 3 bis, 3-ter and 6, of Legislative Decree 58/98 – second section

During the Ordinary Annual General Meeting shareholders also approved the second section of the “Report on the Remuneration Policy and Compensations Paid” pursuant to Art. 123-ter, paragraph 6, of TUF, which is subject to the non-binding resolution of the Shareholders’ Meeting. The second section contains information about the compensation paid to the members of the Board of Directors, of the Board of Statutory Auditors and to managers with strategic responsibilities (shown as an aggregate) referring to financial year 2023 or related to same.

 

Appointment of the Board of Directors

During the Ordinary Annual General Meeting shareholders also appointed the Board of Directors that will remain in office for the next three years, i.e. until the Annual General Meeting called to approve the financial statements at 31 December 2026, setting the number of members of the Board of Directors at 11. More in detail, based on the lists submitted, the Shareholders’ Meeting in ordinary session has appointed as members of the Board of Directors:

  • Antonello Cestelli, Antonio Cerulli, Roberto Zoia, Antonio Rizzi, Mirella Pellegrini, Simonetta Ciocchi, Daniela Delfrate, Edy Gambetti, Laura Ceccotti, from List no. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc. coop. (which owns 40.92% of the share capital) for which 78.91% of the shares represented at the AGM voted;
  • Alessia Savino and Francesca Mencuccini from List no. 2 submitted by the shareholder Unicoop Tirreno soc. coop. (which owns 9.97% of the share capital) for which 21.08% of the shares represented at the AGM voted.

The directors Antonio Rizzi, Mirella Pellegrini, Simonetta Ciocchi and Daniela Delfrate declared they qualify as independent as per the applicable provisions of TUF, of CONSOB Market Regulation and of Corporate Governance Code.

Once the Board of Directors has assessed the independence of the directors, the results will be disclosed to the market.

The positions of the directors and membership in any board committees will be disclosed to the market once determined by the Board of Directors.

The curricula vitae of the new directors are available at: https://www.gruppoigd.it/en/governance/shareholders-meeting/

The Director Roberto Zoia owns 17,483 ordinary shares of IGD.

 

Appointment of the Board of Statutory Auditors

The Shareholders’ meeting also appointed the Board of Statutory Auditors which will remain in office for the next three years, i.e. until the Annual General Meeting called to approve the financial statements at 31 December 2026.

The following were appointed Standing Auditors:

  • Massimo Scarafuggi and Barbara Idranti from List no. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc. coop. (which owns 40.92% of the share capital) for which 78.49% of the shares represented at the AGM voted;
  • Iacopo Lisi from List no. 2 submitted by the shareholder Unicoop Tirreno soc. coop. (which owns 9.97% of the share capital), for which 21.50% of the shares represented at the AGM voted;

The following were appointed as Alternate Auditors:

  • Laura Macrì and Pierluigi Brandolini from List no. 1 submitted by the majority shareholder Coop Alleanza 3.0 soc. coop., and
  • Juri Scardigli from List no. 2 submitted by the shareholder Unicoop Tirreno soc. coop.

The Chairman of the Board of Statutory Auditors is Iacopo Lisi, from List no. 2 submitted by the shareholder Unicoop Tirreno soc. coop.

The curricula vitae of the new Statutory Auditors are available at https://www.gruppoigd.it/en/governance/shareholders-meeting/.

 

Once the Board of Directors or the Board of Statutory Auditors has assessed the independence of the auditors, the results will be disclosed to the market.

The voting summary and the minutes of the Shareholders’ Meeting will be published in accordance with the law and the deadlines established therein.