11 May 2020 10:55
Notices shareholders' meeting

Extract of notice of call for Ordinary AGM of 11 June 2020

This Notice of Call for the Ordinary Annual General Meeting entirely replaces the previous Notice of Call published on 10 March 2020 and follows up the announcement made on 16 March 2020, regarding the postponement of the Shareholders’ Meeting of the Company to 11 June 2020 at 10:00 a.m. in first call and, if necessary, in second call to 12 June 2020, at the same time, to discuss and resolve on the following

 

AGENDA

 

  1. Separate financial statements at 31.12.2019; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2019; related and consequent resolutions.
  2. Allocation of the net income and distribution of the dividend to Shareholders; related and consequent resolutions.
  3. Report on the remuneration policy and compensations paid pursuant to art. 123-ter, paragraphs 3-ter and 6, of Legislative Decree 58/98:

3.1    First section: report on the remuneration policy. Binding resolution

3.2    Second section: report on compensations paid. Non-binding resolution

  1. Purchase and disposal of treasury shares; related and consequent resolutions.

* * *

In consideration of the COVID-19 epidemiological emergency and for the pursuit of the maximum protection of the health of Shareholders, corporate officers, employees and consultants, the Company has decided to make use of the option provided by art. 106, paragraph 4, of the Law Decree of 17 March 2020, no. 18, providing that the participation in the Shareholders’ Meeting by the entitled parties can only take place through the representative appointed by the Company pursuant to art. 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 right exercise voting rights and proxies in the Annual General Meeting, on the methods for granting the proxy/sub-proxy 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 www.gruppoigd.it.

The documentation related to the Shareholders’ Meeting  is available to the public on the Company’s website www.gruppoigd.it, section Governance – Shareholders’ Meeting at https://www.gruppoigd.it/en/governance/shareholders-meeting/, as well as on the authorized storage system eMarket STORAGE available at www.emarketstorage.com managed by Spafid Connect S.p.A., and in accordance with the further modalities set by law.

In particular:

  • as of today – date of publication of the Notice of Call – it is made available the Board of Directors’ explanatory report on the items on the agenda, the Appointed Representative proxy form pursuant to art. 135-undecies of Legislative Decree 58/98 and the proxy and/or sub-proxy form to the Appointed Representative pursuant to art. 135-novies of Legislative Decree 58/98, that entirely replace the documents made available on 18 March 2020;
  • on 18 March 2020, it has been made available the Annual Financial Report as of 31 December 2019 (including the Separate financial statements at 31 December 2019, the consolidated financial statements at 31 December 2019, the report on operations and the prescribed certification) along with the External auditors’ report and the Report of the Board of Statutory Auditors, as well as the corporate governance and ownership structure report and the report on the remuneration policy and compensations paid.

The documentation related to the Shareholders’ Meeting is also available at the Company’s registered office.