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NOTICE OF MEETING IN EXTRAORDINARY SESSION OF THE SECURITYHOLDERS
of the outstanding “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN: XS2084425466) (the “Existing Notes” or the “Securities”) of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. (“IGD” or the “Issuer”)
The meeting of the securityholders (the “Existing Noteholders” or the “Securityholders”) is convened, on single call, in Bologna (BO), Via Trattati Comunitari Europei 1957-2007, no. 13, on 14 November 2023, at 5 p.m. (CET) as per the methods described herein to discuss and resolve on the following
AGENDA
Approval, pursuant Article 2415, paragraph 1, n. 2 of the Italian Civil Code, and by means of an extraordinary resolution, of amendments to the terms and conditions of the “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN XS2084425466) consisting, inter alia, in the amendment of the maturity, the early redemption options, and interest; related and consequent resolutions.
It is submitted to the meeting the following proposal of extraordinary resolution, concerning the approval of amendments to the terms and conditions of the Securities (the “Extraordinary Resolution”) which have been previously approved by the Board of Directors of the Issuer on 11 November 2019, pursuant to the terms and conditions of the Securities (the “Conditions”).
EXTRAORDINARY RESOLUTION
“The meeting (the “Meeting”) of the securityholders (the “Securityholders”) of the “€400,000,000 2.125 per cent. Fixed Rate Notes due 28 November 2024” (ISIN XS2084425466) (the “Securities”), issued by Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. or abbreviated IGD SIIQ S.p.A. (the “Issuer”) based on a resolution of the Board of Directors of the Issuer dated 11 November 2019;
resolves:
to approve, pursuant to Article 2415, paragraph 1, n. 2 of the Italian Civil Code, the amendments to the terms and conditions of the Securities, as analytically set out in the document attached as annex A to the minutes of this Meeting, consisting, inter alia, in the amendment of the maturity, the early redemption options and interest of the Securities;
to approve the amendment of the agency agreement dated 28 November 2019 (the “Agency Agreement”) entered into between the Issuer and BNP Paribas, Luxembourg Branch (formerly BNP Paribas Securities Services, Luxembourg Branch), in its capacity as paying agent (the “Paying Agent“), by way of a supplemental agency agreement in the manner set out in the draft of the supplemental agency agreement which, if this Extraordinary Resolution is duly passed, will be entered into between the Issuer and the Paying Agent to amend the terms and conditions of the Agency Agreement in connection, among others, with the amendment of the terms and conditions of the Securities (the “Supplemental Agency Agreement”), the draft of the Supplemental Agency Agreement being substantially in the form submitted to the Meeting and made available on the Issuer’s website;
to approve the amendments to the deed of covenant of November 28, 2019 (il “Deed of Covenant”) entered into by the Issuer, through a so-called amended deed of convenant in accordance with the provisions of the draft of such amended deed of convenant, which, in the event of lawful approval of this Extraordinary Resolution, will be entered into by the Issuer for the purpose of amending the terms and conditions of the Deed of Covenant in the framework of, inter alia, the amendment of the Securities (the “Amended Deed of Covenant”), the draft of the Amended Deed of Covenant being substantially in the form submitted to the Meeting and made available on the Issuer’s website;
to authorise, instruct, request, delegate and empower the Issuer to (i) subscribe the Amended Deed of Covenant and the Supplemental Agency Agreement, as well as the new Global Notes (if any) and the amended Global Notes; and (ii) authorise, instruct, request, delegate and empower the Paying Agent to execute the Supplemental Agency Agreement, the draft of the Supplemental Agency Agreement being substantially in the form submitted to the Meeting and made available on the Issuer’s website, with such amendments (if any) thereto as the Issuer may deem appropriate in its absolute discretion and to arrange and refine all such other deeds, instruments, acts and things as may be necessary or expedient to carry out and to give effect to this Extraordinary Resolution and the implementation of the amendments referred to in paragraphs 1 to 3 of this Extraordinary Resolution;
to approve the preparation of, and entry into of, any documentation in relation thereto which the competent authorities may require to be prepared in connection with the amendment to the Securities and related amendments described in this Extraordinary Resolution;
to authorise, instruct, request, delegate and empower the Paying Agent to enter into and refine, in its absolute discretion all such deeds, instruments, acts and things as may be necessary or expedient to carry out and to give effect to this Extraordinary Resolution;
to waive any claim that the Securityholders may have against the Paying Agent arising as a result of any loss or damage (including legal fees and taxes) which the Securityholders may suffer or incur as a result of the Paying Agent taking any action in accordance with this Extraordinary Resolution and the Securityholders further confirm that they will not seek to hold the Paying Agent liable for any such loss or damage (including legal fees and taxes), whether or not such losses were foreseeable to the Paying Agent;
to acknowledge and recognize that the matters – and more generally – the resolutions on the agenda do not extinguish or replace the obligations deriving from the Securities or otherwise arising out therefrom;
to acknowledge and recognize that capitalised terms used in this Extraordinary Resolution and not otherwise defined have the same meanings as given to them in the Terms and Conditions and in the Agency Agreement;
to approve, authorise and assent to every abrogation, amendment and modification, compromise or arrangement in respect of the rights of the Securityholders against the Issuer whether such rights shall result from the Agency Agreement or pertain to or result from this Extraordinary Resolution, the amendments referred to in this Extraordinary Resolution (including but not limited to the amendment of the maturity, the early redemption options, and interest of the Securities), or their implementation and/or the amendments and modifications to the Agency Agreement or their implementation (in the manner set out in the draft Supplemental Agency Agreement); and
vest the Board of Directors – and, on its behalf, the Charmain and the Chief Executive Officer, severally and with power to sub-delegate – with any powers necessary to implement the resolutions set out in the paragraphs above and carry out anything required, appropriate, instrumental and/or connected for the successful implementation of these resolutions.”
