16 April 2026 11:26
Price Sensitive

Annual General Meeting of 16 April 2026

The Annual General Meeting of IGD SIIQ S.p.A. in ordinary session:

  1. Approved the Separate Financial Statements at 31.12.2025. The Consolidated Financial Statements at 31.12.2025, the contents of which are already known to the market, were also presented;
  2. Approved the allocation of the operating result and the distribution to the Shareholders of a €0.15 dividend per share;
  3. Approved the first section of the “Report on Remuneration and Compensation”;
  4. Passed a resolution to approve the second section of the “Report on Remuneration and Compensation”.

 

Bologna, 16 April 2026 – The Annual General Meeting of IGD – Immobiliare Grande Distribuzione SIIQ S.p.A. (“IGD” or the “Company”), one of Italy’s leading owners and managers of shopping centres, listed on the Euronext STAR segment of the Italian Stock Exchange, met earlier today on first call under the Chairmanship of Antonio Rizzi, by means of proxies given to Computershare S.p.A., the Appointed Representative as per Art. 135-undecies.1 of Legislative Decree no. 58/1998 (Italian Consolidated Finance Act hereinafter “TUF”), in compliance with the provisions of Art. 13.4 of the Company’s Articles of Association.

 

 Approval of the Separate Financial Statements for the year ended 31 December 2025 

IGD’s Annual General Meeting approved the Separate Financial Statements at 31 December 2025, as presented by the Board of Directors on 26 February 2026, showing a net profit of €31,223,965.27.  The Shareholders also examined the 2025 Consolidated Financial Statements of Gruppo IGD, already approved by the Board of Directors on 26 February 2026, which show a net profit of Euro 32.0 million.

In financial year 2025, Gruppo IGD’s net rental income from freehold properties (not considering, therefore, leasehold assets) was €101.5 million, a 4.0% increase on a like-for-like basis, i.e., without considering the properties sold as part of the Food transaction closed in April 2024 and the sale of five malls from the Romanian portfolio during 2025.  Revenues from services increased 7.9% compared with the previous year. Core business G&A expenses, including head office personnel costs, amounted to €14.0 million, showing a increase of 3.7% on the previous year, mainly due to higher headquarters personnel expenses and other general expenses. Core business EBITDA was €98.6 million, a 3.0% like-for-like increase (decreasing 3.3% taking into account the disposals mentioned above). EBIT stood at €97.2 million, while the Group’s net profit was €32.0 million, improving significantly compared to the €30.1 million loss recorded in December 2024, primarily as a result of the positive change in fair value.

Funds From Operations (FFO) as of 31 December 2025 were €41.2 million, compared to €35.6 million in the same period of 2024. The increase is mainly due to the improvement of core business and financial management. Thanks to the refinancing operations started during the year, the negative balance of financial management at 31 December 2025 was -59.5 million euros, compared to -67.1 million euros in the previous financial year.

Funds From Operations exceeded the guidance disclosed to the market on 5 August 2025, which had forecast a year-end FFO of around €39 million.

The Net Financial Position as of 31 December 2025 is negative, at €789.4 million, a sharp decrease compared to the negative amount of €806.5 million at 31 December 2024.

The market value of Gruppo IGD’s real estate assets, including leasehold properties and equity investments in the “Juice” and “Food” Funds, at 31 December 2025 was estimated to be €1,812.3 million by independent experts CBRE Valuation S.p.A., Kroll, Cushman & Wakefield LLP and JLL. Gruppo IGD’s core Italian portfolio (malls plus hypermarkets) had a market value of €1,565.1 million as of the same date, showing an increase of 1.8% on a like-for-like basis compared to December 2024.

The improvement in the Group’s capital ratios and the achievement of a positive result allowed the Directors to put forward to the AGM a proposal for the distribution to the shareholders of a dividend of €0.15 per share.

 

 Allocation of the result for the year and dividend distribution

The Annual General Meeting also resolved

  1. to allocate the profit of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. for financial year 2025, equal to €31,223,965.27, as follows:
    • by €14,998,236.75 to the Fair Value Reserve, relating to the valuation of real estate assets at market value. Accordingly, the Fair Value Reserve relating to the valuation of real estate assets at market value would go from €152,009,703.87 to €167,007,940.62.
    • by €9,715.76 to the available reserve, specifying that it derives from taxable operations.
    • by €16,216,012.76 to dividends, specifying that it derives from exempt operations.
  2. to distribute a dividend of €0.15 for each outstanding ordinary share at the ex-dividend date, excluding any treasury shares held on that date.

The total dividend, based on outstanding IGD shares at 26 February 2026, totalling 110,341,903 ordinary shares, amounts to €16,551,285.45, to be withdrawn:

  • for €16,216,012.76, from the statutory profit made available for distribution, specifying that it derives entirely from exempt management;
  • for €335,272.69, using part of the other distributable profit reserves deriving from exempt management;

The dividend will be paid by detachment of coupon no. 8 ex-date 4 May 2026, starting from 6 May 2026.

Entitlement to the payment of the dividend will be determined by reference to the evidence of the intermediary’s accounts as provided for in Art. 83-quater, paragraph 3, of the TUF, at the end of the accounting day of 5 May 2026 (the record date), as provided for by Art. 83-terdecies of the TUF.

The Annual General Meeting authorized the Chairman and the Chief Executive Officer, jointly or disjointly, to ascertain in due time the exact amount of the dividend to be distributed, depending on the final number of remunerated shares.

 

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 – Fist section

The Annual General Meeting approved the first section of the Report on Remuneration and Compensation, for the purposes of Art. 123-ter, Par. 3-bis and 3-ter of the TUF, which describes the Company’s policy on the remuneration of the members of the Board of Directors, of the Board of Statutory Auditors and of Key Managers with Strategic Responsibilities for 2026 as well as the procedures used in the adoption and implementation of the policy.

 

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

The Annual General Meeting passed a resolution approving the second section of the Report on Remuneration and Compensation pursuant to Art. 123-ter, Para. 6 of the TUF, as submitted to the non-binding resolution of the Shareholders and containing information about the compensation paid to the members of the Board of Directors, the Board of Statutory Auditors and Key Managers with Strategic Responsibilities (the latter on an aggregate basis) in or for 2025.

 

The minutes of the Annual General Meeting and the summary report of the votes will be made available to the public as provided for by law.