Notice of call for Extraordinary Shareholders’ Meeting on 12 February 2018
The shareholders entitled to attend and with voting rights are called to an extraordinary shareholders’ meeting in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 12 February 2018 at 10:00 a.m. in first call, and, if necessary, in second call on 13 February 2018 at the same place and time, to discuss and resolve on the following
AGENDA
- Proposal to increase share capital, against payment, on one or more occasions, by up to a maximum of EUR 150,000,000.00, including any and all share premiums, through the issue of ordinary shares to be offered to shareholders in accordance with Art. 2441, first paragraph, of the Italian Civil Code. Consequent amendments to the corporate by-laws. Related and consequent resolutions.
- Grouping of ordinary shares of IGD at a ratio of 1 newly issued ordinary share with dividend rights for every 10 ordinary shares held, subject to cancellation of 1 ordinary share in order to allow for the overall balance of the transaction, without reducing capital. Consequent amendments to the corporate by-laws. Related and consequent resolutions.
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ADDING ITEMS TO THE AGENDA AND PRESENTING NEW RESOLUTIONS
In accordance with Art. 126-bis of Legislative Decree n. 58/98, shareholders, including jointly, 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, or the proposed resolutions relating to items which are already part of the agenda as per this notice of call. The requests for additional items and proposed resolutions 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 e-mail 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 adding items to the agenda 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 amended agenda for the Shareholders’ Meeting or the proposed resolutions relating to items which are already part of the agenda will be published at least fifteen days prior to the date set for the Shareholders’ Meeting in the same manner as 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. 1 February 2018). 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 or at the registered office of IGD SIIQ S.p.A. to Computershare 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 Computershare S.p.A., in Milan, via Lorenzo Mascheroni n.19 – 20145 and first, if needed, via fax to +39.02.46776850, along with the declaration that it is an authentic copy, or via certified e-mail to ufficiomilano@pecserviziotitoli.it , by the end of the second market trading session prior to the date in which the meeting is to be held, including in second call (by 8 February 2018 or 9 February 2018, respectively). The proxy granted to Computershare 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 within the time period referred to above.
THE RIGHT TO ASK QUESTIONS
Those who are entitled to vote, and for whom the Company has received certification from the intermediary authorized in accordance with the applicable regulations, 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. The Company must receive the questions by 9 February 2018. Any questions submitted 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 the Company’s registered office and on the Company’s website, www.gruppoigd.it , in the section Governance – Shareholders’ Meetings – Shareholders’ Meeting 12 February 2018, well as on the authorized storage system eMarket STORAGE, www.emarketstorage.com, operated by Spafid Connect S.p.A, and in accordance with the further modalities set by law.
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