Publication notice of call of the 2011 AGM
The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session at 10:00 a.m. on 20 April 2010 in Bologna, at the Conference Centre of the Savoy Hotel Regency, Savoia Room,via del Pilastro, n. 2, in first call, and, if necessary, in second call on 21 April 2011 at the same place and time to discuss and resolve on the following
AGENDA
Ordinary session
1. Separate financial statements for the year ended 31 December 2010; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; allocation of the net profit for the year; the consolidated financial statements for the year ended 31 December 2010; related and consequent resolutions;
2. Authorization to buy and sell treasury shares; related and consequent resolutions;
3. Amendment of Articles 2, 11, 12 and 18 of the Regulations for Shareholder Meetings; related and consequent resolutions.
Extraordinary session
1. Amendment of Articles 13 and 22 of the corporate by-laws; related and consequent resolutions.
* * *
ADDING ITEMS TO THE AGENDA
In accordance with Art. 126-bis of Legislative Decree n. 58/98, shareholders representing at least one fortieth of the share capital with voting rights may, within ten days of the publication of this notice, request that additional items be added to the meeting’s agenda, indicating in the request the additional items proposed for discussion. The requests must be submitted in writing by the shareholders themselves, along with the certification attesting to ownership of the above mentioned percentage of the share capital, to the company’s registered office or via e-mail to the certified email address legal_igdsiiqspa@pec.gruppoigd.it . The Shareholder submitting the request must provide a report about the items proposed for discussion by the above mentioned ten day deadline. Such items may not include those that by law must be presented in the form of a motion from the directors or discussed on the basis of a directors’ plan or report. The new agenda for the Shareholders’ Meeting will be published at least fifteen days prior to the date set for the Shareholders’ Meeting in accordance with the modalities used to publish this notice of call.
EXERCISE OF VOTING RIGHTS AND PROXIES
In accordance with Art. 83-sexies of Legislative Decree n. 58/98 and Art. 12.2 of the by-laws, the meeting may be attended by all shareholders with voting rights for whom the Company has received the certificate issued by an authorized intermediary in accordance with the law on the basis of its records as of the seventh trading session prior to the meeting in first call (i.e. no later than 11 April 2011). Any movements of the shares (disposals or transfers) after this date will not be taken into consideration for the purposes of granting voting rights at the Shareholders’ Meeting.
Those entitled to attend the Shareholders’ Meeting are invited to arrive an hour before the meeting is to begin, in order to facilitate registration which will begin at 9.00 a.m..
In accordance with the law, all those shareholders holding voting rights may be represented via written proxy as per the current norms and regulations. Toward that end, the proxy form found on the company’s website www.gruppoigd.it may be used. The proxy can be notified to the Company by sending it to IGD’s headquarters in Bologna, Via Trattati Comunitari Europeri 1957-2007, n. 13 or via e-mail to the certified e-mail address legal_igdsiiqspa@pec.gruppoigd.it
In the event the proxy holder submits or sends a copy of the proxy to the company, the proxy agent is responsible for guaranteeing that the content of the copy corresponds to the original and the identity of the principal.
The proxy, with the voting instructions, may also be granted by way of the form found on the company’s website www.gruppoigd.it to Servizio Titoli S.p.A., designated by the company in accordance with Art. 135-undecies of Legislative Decree n. 58/98, as long as it is sent via certified mail to the registered office of Servizio Titoli S.p.A., in Milan, via Mantegna n. 6 and first, if needed, via fax to 02-46776850, along with the declaration that it is an authentic copy, or via e-mail to ufficiomilano@pecserviziotitoli.it , by 18 April 2011. The proxy granted to Servizio Titoli S.p.A. cannot be used for proposals for which voting instructions have not been provided. The proxy and the voting instructions may be voided by 18 April 2011. The proxy form for the representative appointed by the company will also be made available at the registered office of IGD SIIQ S.p.A.
THE RIGHT TO ASK QUESTIONS
The shareholders, pursuant to Art. 127-ter of Legislative Decree n. 58/98 may submit questions relating to the items on the agenda even prior to the Shareholders’ Meeting by sending a copy of same via mail to IGD’s Headquarter in Bologna, via Trattati Comunitari Europei 1957-2007, n. 13, via fax to 051/509.247, to the attention of the Investor Relator or via certified e-mail to legal_igdsiiqspa@pec.gruppoigd.it. The interested parties must provide adequate identification.
Any questions submitted prior to the Shareholders’ Meeting will be answered, at the latest, during the meeting itself.
DOCUMENTATION
The documentation related to the Shareholders’ Meeting, including the directors’ explanatory notes and the motions concerning items on the agenda, will be made available to the public in accordance with the deadlines and modalities set by law. Shareholders and parties with voting rights are entitled to obtain a copy. This documentation will be made available at Borsa Italiana S.p.A. as well as at the Company’s registered office and on the Company’s website, www.gruppoigd.it
