20 March 2009 10:56
Price Sensitive corporate governance

Notice of call of the AGM of 23 April 2009

The Shareholders are called to a general meeting in ordinary session at IGD SIIQ S.p.A. registered office in Ravenna, Via Agro Pontino 13, with entrance to the hall from Via Villa Glori 4, on 23 April 2009 at 4:00 p.m. in first call, and, if necessary, in second call on 24 April 2009, at the same place and time, to discuss and resolve on the following

 AGENDA

  1. Separate financial statements at 31.12.2008; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2008; related and consequent resolutions;
  2. Appointment of members of the Board of Directors, after having determined the number of members and their term of office; determination of the remuneration for the members of the Board of Directors;
  3. Appointment of the Board of Statutory Auditors for the three years 2009-2011; appointment of the Chairman of the Board of Statutory Auditors; determination of the remuneration for the members of the Board of Statutory Auditors;
  4. Withdrawal of the authorization to purchase treasury shares and grant the Board of Directors a new authorization;
  5. Any other business

 

Right to attend the Annual General Meeting

In accordance with Article 2370 of the Civil Code and art. 12 of the Corporate By-laws, are entitled to attend the Meeting all Shareholders who have the right to vote and for whom the Company has received, at least two working days before the date set for the Meeting (ie, for the first convocation, by and no later than 20 April 2009 and, for the second call, no later than April 21, 2009), the communication required by Article 2370 of the Civil Code, issued in accordance with the applicable provisions, by intermediary belonging to the centralized management system Monte Titoli S.p.A., authorized in accordance with art. 23 of the joint Regulation of Bank of Italy and Consob of 22 February 2008 concerning the “Rules governing central depositories, settlement, guarantee systems and related management companies”.

Shareholders are invited to arrive before the scheduled start of the meeting in order to facilitate registration operations. It is recommended to come up with a copy of said notice. Each shareholder who has the right to attend the Meeting may be represented in compliance with the provisions of law.
The registration formalities will begin at 15:45.

 

Appointment of corporate bodies

The appointment of the Board of Directors and of the Board of Statutory Auditors will take place in accordance with Articles 16 and 26 of the By-laws to which reference is made.

Members of the Board of Directors and of the Board of Statutory Auditors are appointed on the basis of lists submitted by Shareholders, in which candidates must be listed in progressive order up to a maximum number of posts to be filled.

Pursuant to Article 16 of the By-laws, the lists may be presented by shareholders who possess, individually or jointly, the stake identified in accordance with that established by CONSOB regulation (ie a stake of at least 2.5% of the share capital) and must be deposited at the registered office at least 20 days before the date fixed for the first meeting (ie no later than 2 April 2009). In order to prove ownership of the number of shares required for the submission of lists, shareholders must file at the same time at the company headquarters what necessary for their participation in the meeting.

Each shareholder, the parent company, subsidiaries and companies under common control pursuant to art. 93 of Legislative Decree 58/1998, as well as the shareholders adhering to a shareholders’ agreement pursuant to art. 122 of Legislative Decree 58/1998, cannot present or participate in presenting, even through a third party or trust company, more than one list, or vote, either by proxy or trust companies, lists other than that they submitted or contributed to presenting. The support and votes cast in violation of this prohibition will not be attributed to any list.

No one can be a candidate on more than one list. Acceptance of candidacy in more than one list is due to ineligibility.

Each shareholder has the right to vote for one list.

 

Appointment of the Board of Directors

Subject to the foregoing, pursuant to art. 16 of the By-laws, the recruitment of a Director is subject to meeting the requirements set by law and regulations in force.

Each list must include at least two candidates who meet the independence requirements provided by law, pointing them clearly. Lists presented without complying with the foregoing provisions shall be considered as not presented.

Along with the lists, must be filed, by the same presenting shareholders, irrevocable acceptance of the office by candidates (conditional on their appointment) and the declaration of absence of ineligibility, incompatibility and/or disqualification causes as well as existence of requirements prescribed by applicable law and the corporate By-laws, for their respective positions and a curriculum vitae of each candidate.

 

Appointment of the Board of Statutory Auditors

Subject to the above with reference to the appointment of the corporate bodies, the candidates for the office of Auditor must be in possession of the requirements required by law, by the by-laws and by other applicable regulations.

For the purposes of the definition of the professional requirement of those who have gained a total experience of at least three years in:

a) professional activities or university teaching in legal, economic, financial and technical-scientific subjects strictly pertinent to the Company’s business;

b) managerial functions in public bodies or public administrations in sectors closely related to that of the Company’s activities, the following rules apply:

– all the matters referred to in subparagraph a) related to real estate and to the economic sectors activities closely related to the Company’s business;

– sectors pertaining to real estate are those in which the parent companies operate, or which may be controlled by or associated with companies operating in real estate.

Along with each list must also be settled the declarations with which the individual candidates certify, under their own responsibility, that the limits to the number of offices established by law, as well as detailed information on the personal and professional characteristics of each candidate.

 

Documentation on items on the agenda

The documentation required for submission of lists is available at the registered office of the Company in Ravenna, Via Agro Pontino 13, with entrance to the hall from Via Villa Glori 4 (weekdays from Monday to Friday from 8.30 to 13.00 and from 14.00 to 17.30). The Board of Directors’ explanatory notes and the motions concerning items on the agenda will be made available to the public at the company and at Borsa Italiana S.p.A. with modalities set by law, with shareholders entitled to obtain a copy.

This documentation will be also available on the web site www.gruppoigd.it.