21 December 2007 15:13
Price Sensitive corporate governance

The Extraordinary Shareholders’ Meeting has approved the amendments to the Articles of Association for the purpose of exercising the option to join the special “SIIQ” system

The Extraordinary Shareholders’ Meeting of Igd S.p.A., a blue chip company operating in the retail real estate sector whose shares are listed on the MIDEX division of the Italian Stock Exchange, met today to approve the amendments to the company’s Articles of Association proposed by the BoD.

The reason for the approved amendments to the Articles of Association, attached hereto, lies in the opportunity to allow the company, where the relevant legal conditions exist, to exercise the option to join the special system for listed real estate investment companies (“SIIQ”) so as to benefit from the relative tax benefits.

At the present date, there are still some uncertainties regarding interpretation and gaps in legislation regulating SIIQs which do not allow for any final decisions to me made about whether or not to exercise the option.

In light of said considerations, the BoD of Igd resolved that the amendments to the Articles of Association approved by the Shareholders’ Meeting shall be subject to actual exercise of the option to join the special SIIQ system, reserving the right to resolve on joining when there will be greater clarity with regard to the reference legislative framework.

The company’s Articles of Association attached hereto compare the text currently in force with the text of the articles containing the amendments made.

The source of the purpose of the approved amendments to the Articles of Association in relation to Item 1 on the agenda can be found in Article 3 of Decree No. 174 of September 7 2007 which enacts the Institutive Law, and in Paragraph 120 of Article 1 of the same law, which respectively provide for:

  • the Articles of Associations of SIIQs to provide for rules regarding investments, concentration limits of investment and counterparty risks and the maximum limit of financial leverage allowed, at an individual and group level;
  • the company name of SIIQs to include the wording “società di investimento immobiliare quotata” (listed real estate investment company).

With regard to Item 2 on the agenda, the amendments approved by the Extraordinary Shareholders’ Meeting consist in:

  • deletion from the text of Article 4.1 of the Articles of Association of the reference to Italy as the place where the real estate operations the corporate purpose refers to are performed;
  • integration of the provision of Article 16.7 of the Articles of Association regarding appointment of members of the BoD through voting lists through the qualification procedure as detailed in the table below.

The new text of the Articles of Association shall be filed for registration with the Companies’ Register of Bologna within the terms provided for by law.