14 March 2025 15:36
Notices shareholders' meeting

Extract of notice of call for Ordinary and Extraordinary Annual General Meeting of 16 April 2025

The Ordinary and Extraordinary Annual General Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. (abbreviated “IGD SIIQ S.p.A.”) is convened in Bologna (BO), via Trattati Comunitari Europei 1957-2007, no. 13, on 16 April 2025, at 10:30 a.m., in first call and, if necessary, on 17 April 2025, in second call at the same time and place, in the manner described herein, to discuss and pass resolutions on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2024; Directors’ Report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2024; related and consequent resolutions.
  2. Allocation of the net earnings for the year and dividend distribution to the Shareholders; related and consequent resolutions.
  3. Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution.
  4. Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: Second section: report on compensation paid. Non-binding resolution.
  5. Amendments to the “Regulations of the Annual General Meeting.” Related and consequent resolutions.

 

Extraordinary session

  1. Amendment of Article 7 of the Articles of Association to introduce increased voting rights pursuant to Article 127-quinquies, Paragraph 1 of Legislative Decree 58/98. Related and consequent resolutions.
  2. Amendment of Article 13 of the Articles of Association to insert the option that meetings be held exclusively through the Company’s “designated representative” pursuant to Article 135-undecies (1) of Legislative Decree 58/98. Related and consequent resolutions.
  3. Amendment of Articles 11, 18, 19 and 22 of the Articles of Association. Related and consequent resolutions.

 

CONDUCT OF THE ANNUAL GENERAL MEETING

Pursuant to Article 106, paragraph 7, of Decree-Law No. 18 of 17 March 2020, converted, with amendments, by Law No. 27 of 24 April 2020, as subsequently amended and most recently extended by Decree-Law No. 202 of 27 December 2024, converted into Law No. 15 of 21 February 2025 (the “Decree”), the Company established that the participation in the Annual General Meeting by the entitled parties can only take place through the representative appointed by the Company pursuant to Article 135-undecies of Legislative Decree no. 58/98, identified in Computershare S.p.A., with registered office in via Lorenzo Mascheroni no. 19 – 20145 Milan (the “Appointed Representative”).

For information on the right to add additional items to the meeting’s agenda and to present new resolutions, on the entitlement to intervene in the meeting, on the representation in the Shareholders’ Meeting, on the manners for granting proxies/sub-proxies to the Appointed Representative, as well as on the right to ask questions before the meeting, please refer to the full text of this notice of call published on the Company’s website at https://www.gruppoigd.it/en/ .

The documentation related to the Shareholders’ Meeting will be made available to the public in accordance with the deadlines set by law, on the Company’s website, in Governance – Shareholders’ Meeting section at the following link https://www.gruppoigd.it/en/governance/shareholders-meeting/, as well as on the authorized storage system eMarket Storage www.emarketstorage.com, managed by Teleborsa S.r.l. and in accordance with the further modalities set by law.

The whole documentation related to the Shareholders’ Meeting will be also made available at the Company’s registered office.

On behalf of the Board of Directors

The Chairman

Signed – Antonio Rizzi

Bologna, 14 March 2025