How the will of the shareholders is expressed in IGD?

The Shareholders’ Meeting is the body that, by means of its deliberations, expresses the will of the shareholders. The resolutions are made in compliance with the law and with the provisions of the articles of association. The current Regulations for Shareholder Meetings adopted by IGD are designed to guarantee that the Shareholders’ Meetings are conducted in an orderly manner.

 

How the Shareholders’ Meeting is called

The Shareholders’ Meeting is called by means of a notice published on our website and by other means laid down by law. The current system also requires the notice of call to be conveyed to Borsa Italiana by means of the SDIR-NIS circuit and to the authorised storage mechanism E MARKET STORAGE, and to be published, also as an extract, in a national daily newspaper.

 

How to be entitled to attend the Shareholders’ Meeting and to exercise the right to vote

To attend the Shareholders’ Meeting and exercise the right to vote it is necessary for IGD to receive notification from an authorised intermediary on behalf of the individual who is entitled to the right to vote, on the basis of the relevant evidence at the close of business on the seventh market trading day prior to the date fixed for the first call of the Shareholders’ meeting (so-called record date).

The Shareholders, who have the right to vote in the Shareholders’ Meeting, may appoint a representative in accordance with the law by means of written proxy, which can also be presented in a digitally signed electronic format. Notification of the proxy may also be carried out electronically by means of the specific dedicated section on our website, or, alternatively by means of certified electronic mail sent to the specific e-mail address, according to the procedures set out each time in the notice of call.

Furthermore, for each Shareholders’ Meeting, IGD may appoint, having expressed so in the notice of call, an individual to whom those having the right to vote may issue a proxy with voting instructions on all or some of the items on the agenda, in accordance with the procedures laid down by the relevant rules and regulations.

 

How the Shareholders’ Meeting is conducted

The proceedings of the Shareholders’ Meeting are governed by the Shareholders’ Meeting Regulations adopted by IGD in 2003, the purpose of which is to ensure that the meetings are conducted in an orderly and functional manner. The Regulations govern the various phases of the Shareholders’ Meeting, respecting the fundamental rights of each shareholder to request clarification on the various matters under discussion, to express their opinion and to make proposals.

2019

Ordinary Annual General Meeting of 10 April 2019

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary session in Bologna, at IGD registered office in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 10 April 2019 at 10:00 a.m. in first call, and, if necessary, in second call on 11 April 2019 at the same place and time, to discuss and resolve on the following

 

AGENDA

  1. Separate financial statements at 31.12.2018; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2018; related and consequent resolutions;
  2. Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions
  3. Report on compensation in accordance with Art. 123-ter, paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  4. Authorization to purchase and dispose of treasury shares; related and consequent resolutions;

2018

Ordinary Annual General Meeting of 1 June 2018

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 1 June 2018 at 10:00 a.m. in first call, and, if necessary, in second call on 4 June 2018at the same place and time, to discuss and resolve on the following

AGENDA

  1. Separate financial statements at 31.12.2017; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2017; related and consequent resolutions;
  2. Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions
  3. Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  4. Authorization to purchase and dispose of treasury shares; related and consequent resolutions;
  5. Appointment of the Board of Directors

5.1. Determination of the number of directors
5.2. Determination of the Board of Directors’ term of office
5.3. Appointment of the Board of Directors
5.4. Determination of the Board of Directors’ remuneration

6. Appointment of the Board of Statutory Auditors

6.1.   Appointment of three standing and two alternate auditors
6.2. Appointment of the Chairman of the Board of Statutory Auditors
6.3. Determination of the Board of Statutory Auditors’ remuneration

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

  1. 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.
  2. 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.

2017

Ordinary and extraordinary Shareholders' Meeting on 12 April 2017

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 12 April 2017 at 10:00 a.m. in first call, and, if necessary, in second call on 13 April 2017at the same place and time, to discuss and resolve on the following

 AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2016; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2016; Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions;
  2. Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  3. Authorization to purchase and dispose of treasury shares; related and consequent resolutions;

Extraordinary session

  1. Proposals to amend articles 4 and 6 of the Corporate By-laws; related and consequent resolutions.

2016

Ordinary Shareholders' Meeting of 14 April 2016

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 14 April 2016 at 10:00 a.m. in first call, and, if necessary, in second call on 15 April 2016at the same place and time, to discuss and resolve on the following

 AGENDA

  1. Separate financial statements at 31.12.2015; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2015; Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions;
  2. Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  3. Authorization to purchase and dispose of treasury shares; related and consequent resolutions;
  4. Appointment of a member of the Board of Directors in accordance with Art. 2386 of the Civil Code; related and consequent resolutions

2015

Ordinary Shareholders' Meeting of 15 April 2015

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on15 April 2015 at 10:00 a.m. in first call, and, if necessary, in second call on 16 April 2015 at the same place and time, to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2014; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2014; Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions;
  2. Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  3. Authorization to buy and sell treasury shares; related and consequent resolutions;
  4. Appointment of the Board of Directors
    4.1. Determination of the number of directors
    4.2. Determination of the Board of Directors’ term of office
    4.3. Appointment of the Board of Directors
    4.4. Determination of the Board of Directors’ remuneration
  5. Appointment of the Board of Statutory Auditors
    5.1. Appointment of three standing and two alternate auditors
    5.2. Appointment of the Chairman of the Board of Statutory Auditors
    5.3. Determination of the Board of Statutory Auditors’ remuneration

2014

Extraordinary Shareholders' Meeting of 7 August 2014

The shareholders entitled to attend and with voting rights are called to a general meeting in  extraordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 7 August 2014 at 12:00 in first call, and, if necessary, in second call on 8 August 2014 at the same place and time, to discuss and resolve on the following

AGENDA

  1. Proposal to increase share capital, against payment, on one or more occasions, by up to a maximum of EUR 200,000,000.00, 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.

Ordinary and extraordinary Shareholders' Meeting of 15 April 2014

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 15 April 2014 at 10:00 a.m. in first call, and, if necessary, in second call on 19 April 2013 at the same place and time, to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2013; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2013; Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions;
  2. Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  3. Authorization to buy and sell treasury shares; related and consequent resolutions;

 

Extraordinary session

  1. Proposal to increase the share capital for cash, pursuant to art. 2441, fourth paragraph, second sentence, of the Civil Code; related and consequent resolutions.

2013

Ordinary and Extraordinary Shareholders Meeting of 18 April 2013

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session in Bologna, at IGD headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, on 3rd floor, on 18 April 2013 at 10:00 a.m. in first call, and, if necessary, in second call on 19 April 2013at the same place and time, to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2012; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2012; Allocation of the dividend to Shareholders; Report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  2. Authorization to buy and sell treasury shares; related and consequent resolutions;
  3. Granting of the statutory audit assignment for 2013-2021 and determination of the remuneration.

 

Extraordinary session

  1. Amendment of Articles 16, 26 and 31 of the corporate by-laws; related and consequent resolutions;
  2. Proposal to increase the share capital for cash, pursuant to art. 2441, fourth paragraph, second sentence, of the Civil Code; related and consequent resolutions.

2012

Ordinary and Extraordinary Shareholders Meeting of 19 April 2012

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session to be held in Bologna, at IGD’s headquarters in via Trattati Comunitari Europei 1957-2007, n. 13, 3rd floor, on 19 April 2012 at 10:00 a.m. in first call, and, if necessary, in second call on 20 April 2012at the same place and time, to discuss and resolve on the following

AGENDA

 

Ordinary session

  1. Separate financial statements at 31.12.2011; Directors’ report on operations; External auditors’ report;  Report of the Board of Statutory Auditors; presentation of the consolidated financial statements at 31.12.2011; allocation of the net profit for the year; report on compensation in accordance with Art. 123-ter,paragraph 6, of Legislative Decree n. 58/98; related and consequent resolutions;
  2. Authorization to buy and sell treasury shares; related and consequent resolutions;
  3. Appointment of the Board of Directors
    3.1.   Determination of the number of  directors
    3.2.   Determination of the Board of Directors’ term of office
    3.3.   Appointment of the Board of Directors
    3.4.   Determination of the Board of Directors’ remuneration
  4. Appointment of the Board of Statutory Auditors4.1.   Appointment of three standing and two alternate auditors
    4.2.   Appointment of the Chairman of the Board of Statutory Auditors
    4.3.  Determination of the Board of Statutory Auditors’ remuneration

 

Extraordinary session

  1. Amendment of Articles 6, 16 and 26 of the corporate by-laws; related and consequent resolutions;
  2. Proposal to increase the share capital for cash, pursuant to art. 2441, fourth paragraph, second sentence, of the Italian Civil Code; related and consequent resolutions.

2011

Ordinary and extraordinary Shareholders' Meeting of 20 April 2011

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary and extraordinary session at 10:00 a.m. on 20 April 2010 in Bologna, at the Conference Centre of the Savoy Hotel Regency, Savoia Room,via del Pilastro, n. 2, in first call, and, if necessary, in second call on 21 April 2011 at the same place and time to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements for the year ended 31 December 2010; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; allocation of the net profit for the year; the consolidated financial statements for the year ended 31 December 2010; related and consequent resolutions;
  2. Authorization to buy and sell treasury shares; related and consequent resolutions;
  3. Amendment of Articles 2, 11, 12 and 18 of the Regulations for Shareholder Meetings; related and consequent resolutions.

Extraordinary session

  1. Amendment of Articles 13 and 22 of the corporate by-laws; related and consequent resolutions.

As indicated in the notice of call of the Shareholders’ meeting, you can write to the following certified email address legal_igdsiiqspa@pec.gruppoigd.it :

  • to send a request to the agenda;
  • to send the proxy form to vote;
  • to ask questions on the agenda.

2010

Ordinary and extraordinary Shareholders' Meeting of 22 April 2010

The shareholders are called to a general meeting in ordinary and extraordinary session at the registered office of IGD SIIQ S.p.A. (Via Trattati Comunitari Europei 1957-2007 no. 13, Bologna, Italy) on 22 April 2010 at 11:00 a.m. (first call) and, if necessary, on 23 April 2010 at 11:00 a.m. (second call) to discuss and consider the following

AGENDA

Ordinary session

  1. Financial statements for the year ended 31 December 2009; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements for the year ended 31 December 2009; related and consequent resolutions;
  2. Motion to adjust the fees due to the external auditors Reconta Ernst & Young S.p.A. for the years 2009-2012; related and consequent resolutions;
  3. Director’s departure from office pursuant to Art. 2386 (1) of the Italian Civil Code and election of a new director.

Extraordinary session

  1. Amendment of the terms and conditions of the convertible bond loan “Euro 230,000,000 2.50 per cent. Converted Bonds due 2012,” issued per the Company’s resolution of 25 June 2007; consequent adjustment of the maximum amount, number and issue price of the shares resulting from the capital increase to service the bond loan resolved by the Company on 25 June 2007; consequent amendment to Art. 6 of the by-laws; related and consequent resolutions;
  2. Granting of authority to the Board of Directors pursuant to Art. 2365 (2) of the Italian Civil Code and amendment to Art. 22 of the by-laws; related and consequent resolutions.

2009

Ordinary Shareholders' Meeting of 23 April 2009

The shareholders entitled to attend and with voting rights are called to a general meeting in ordinary session in Ravenna, Via Agro Pontino, 13 with all entrance from Via Villa Glori, 4 at IGD SIIQ S.p.A. registered office, 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

Ordinary session

  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 the members of the Board of Directors; after setting the number of members and their term of office; determination of the remuneration to 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 of the members of the Board;
  4. Withdrawal of the authorization to purchase treasury shares and grant to the Board of Directors a new;
  5. Miscellaneous.

2008

Ordinary Shareholders' Meeting of 23 April 2008

Shareholders are hereby summoned to attend an ordinary shareholders’ meeting to be held in IGD’s registered office in Ravenna, Via Agro Pontino, 13 with all entrance from Via Villa Glori, 4 on 23 April 2008 at 9:00 a.m. in first call, and, if necessary, in second call on 24 April 2008in the same place and at the same time, to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2007; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2007; related and consequent resolutions;
  2. Miscellaneous.

Ordinary Shareholdrs' Meeting of 7 January 2008

The Ordinary meeting was convened on first call for January, 7th
2008 3 pm CET at Jolly Hotel – Sala FELSINA – 1^ Floor Via Villanova 29/8 – 40055 Villanova di Castenaso (BO), and, if it is
needed, on a second call for January, 8th 2008 at the same place and time.

2007

Extraordinary Shareholders' Meeting of 21 December 2007

The Shareholders are called to a General Meeting in Extraordinary Session at IGD’s registered office in Ravenna, Via Agro Pontino, n. 13 with entrance to the hall from Via Villa Glori, n. 4 on 21 December 2007, at 9.00 a.m., in first call, and, if necessary, on 22 December 2007, at the same time and place, in second call, to discuss and resolve on the following

AGENDA

  1. proposal to the Shareholders to amend, upon IGD’s effective exercise of the option for the special regime regulated in paragraphs 119 and following of the law n. 296 of 27 December 2006 (Founding law) of the following articles of the corporate by-laws;
    • art. 1 (“Title, location, duration”) to be amended by including the wording “società di investimento immobiliare quotata” (listed real estate investment
      company) in the company name; related and consequent resolutions;
    • art. 4 (“Corporate purpose”) to be amended by including provisions, set by art. 3 of the Decree n. 174 of 7 September 2007 (Implementing Regulation),
      concerning the limits of investment concentration and counterparty risk and maximum financial leverage permitted, on individual and group level; related and
      consequent resolutions;
  2. proposal to the Shareholders to amend articles 4 (Corporate purpose) and 16.7 (Board of Directors) of the corporate by-laws, by including of explanation to clarify the scope of the above mentioned provisions.

Extraordinary Shareholders' Meeting of 25 June 2007

The Shareholders are called to a General Meeting in Extraordinary Session in first call on 25 June 2007 at 9.30 a.m. in Ravenna, 48100 at Jolly Hotel – Piazza Mameli n. 1 and, if necessary, on 26
June 2007, at the same time and place, in second call, to discuss and resolve on the following

agenda

1. Issue of a convertible bond in IGD’s ordinary shares pursuant to art. 2420-bis, paragraph 1 of the Civil Code of a total nominal amount of € 230,000,000.00, reserved to institutional investors. Subsequent capital increase pursuant to art. 2420-bis, paragraph 2 of the Civil Code, even in tranches, with exclusion of option right, pursuant to art. 2441, paragraph 5 and 6 of the Civil Code, for the conversion of the bond, up to a maximum of € 46,653,144.00 through the issue of maximum n. 46,653,144 IGD’s ordinary shares, of nominal value of € 1.00 each. Related and consequent resolutions.

Ordinary and extraordinary Shareholders' Meeting of 23 April 2007

The Shareholders are called to the annual general meeting in ordinary and extraordinary in first call on 23 April 2007 at 9.30 a.m. in Ravenna, 48100, at Jolly Hotel Ravenna – Piazza Mameli, 1, and, if necessary, in second call on 24 April 2007, at the same place and time, to discuss and resolve on the following

AGENDA

Ordinary session

  1. Separate financial statements at 31.12.2006; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2006; related and consequent resolutions;
  2. Appointment of an Alternate Auditors in replacement of a resigned Alternate Auditor;
  3. Extension of the term of the audit of the separate and consolidated financial statements pursuant to Article. 8, paragraph 7, of Legislative Decree no. 303 of 29 December 2006.

Extraordinary session

  1. Amendments to the articles 3, 6, 12, 16, 18, 22, 23, 26 and 27 of the Bylaws also in order to comply with the provisions of the Law no 62 of 28 December 2005 and Legislative Decree no. 303 of 29 December 2006; consequent and
    related resolutions.

2006

Ordinary and extraordinary Shareholders' Meeting of 28 April 2006

The Shareholders are called to a General Meeting in Ravenna – 48100, at the Jolly Hotel, Piazza Mameli, n.1 on 28 April 2006, at 9.00 a.m., in first call, and, if necessary, on 29 April 2006, at the same time and place, in second call, to discuss and resolve on the
following

agenda

Ordinary Session:

  1. Separate financial statements at 31.12.2005; Directors’ report on operations; External auditor’ report, Board of Statutory Auditors’ report: related and consequent resolutions. Presentation of the separate financial statements at 31.12.2005;
  2. Appointment of Directors, after setting the number, and determination of their compensation;
  3. Appointment of Statutory Auditors, of the Chairman of the Board of Statutory Auditors and determination of their compensation;
  4. Authorization to purchase and dispose of treasury shares.

Extraordinary Session:

  1. Examination and approval of the merger by incorporation in the company IGD s.p.a. of the company Gescom s.r.l. related and consequent resolutions;
  2. Amendment of the art. 11.2 of the corporate by-laws.

2005

Ordinary Shareholders' Meeting of 28 April 2005

The Shareholders are called to a General Meeting in Ordinary Session in Ravenna, at the Chamber of Commerce, viale L.C. Farini n.14 – 48100 Ravenna Sala Cavalcoli on 28 April 2005, at 10.30 a.m., in first call, and, if necessary, on 29 April 2005, at the same time and place, in second call, to discuss and resolve on the following

agenda:

  1. separate financial statements at 31 December 2004; Directors’ report on operations; External auditor’ report, Board of Statutory Auditors’ report: related and consequent resolutions. Presentation of the separate financial statements at 31 December 2004.