{"id":27225,"date":"2020-03-10T09:09:55","date_gmt":"2020-03-10T08:09:55","guid":{"rendered":"https:\/\/www.gruppoigd.it\/avviso-di-convocazione-assemblea-ordinaria-degli-azionisti-del-9-aprile-2020\/"},"modified":"2021-06-23T10:06:32","modified_gmt":"2021-06-23T08:06:32","slug":"avviso-di-convocazione-assemblea-ordinaria-degli-azionisti-del-9-aprile-2020","status":"publish","type":"post","link":"https:\/\/www.gruppoigd.it\/en\/avviso-di-convocazione-assemblea-ordinaria-degli-azionisti-del-9-aprile-2020\/","title":{"rendered":"Notice of call for Ordinary AGM on 9 April 2020"},"content":{"rendered":"

The shareholders entitled to attend and with voting rights are called to a\u00a0<\/span>G<\/span>eneral\u00a0<\/span>M<\/span>eeting in ordinary<\/span>\u00a0<\/span>session in Bologna, at IGD\u00a0<\/span>registered office<\/span>\u00a0in via Trattati Comunitari Europei 1957-2007, n. 13, on 3<\/span>rd<\/span>\u00a0floor, on\u00a0<\/span>9\u00a0<\/span>April 20<\/span>20<\/span>\u00a0<\/span>at 10:00 a.m.<\/span>\u00a0in\u00a0<\/span>first call,\u00a0<\/span>and, if necessary, in second call on\u00a0<\/span>10<\/span>\u00a0April 20<\/span>20<\/span>\u00a0<\/span><\/b>at the same place and time, to discuss and resolve on the following<\/span>\u00a0<\/span><\/p>\n

AGENDA<\/span><\/b>\u00a0<\/span><\/p>\n

    \n
  1. Separate financial statements at 31.12.20<\/span>1<\/span>9<\/span>; Directors’ report on operations; External auditors’ report; Report of the Board of Statutory Auditors; Presentation of the\u00a0<\/span>consolidated financial statements at 31.12.20<\/span>1<\/span>9<\/span>;\u00a0<\/span>related and consequent\u00a0<\/span>resolutions;<\/span>\u00a0<\/span><\/li>\n
  2. Allocation of the net income and distribution of the dividend to Shareholders<\/span>; related and consequent resolutions<\/span>\u00a0<\/span><\/li>\n
  3. Report on compensation\u00a0<\/span>and paid salaries\u00a0<\/span>i<\/span>n accordance with Art. 123-<\/span>ter,\u00a0<\/span><\/i>paragraph<\/span>s 3<\/span>-ter<\/span><\/i>\u00a0and<\/span>\u00a06, of Legislative Decree n. 58\/98<\/span>:<\/span>\u00a0<\/span><\/li>\n<\/ol>\n

    \u00a0 \u00a0 \u00a03.1\u00a0<\/span>First section: r<\/span>eport on compensation<\/span>. Binding resolution<\/span>\u00a0<\/span><\/p>\n

    \u00a0 \u00a0 3.2 Second section: report on paid salaries. Non-binding resolution<\/span>\u00a0<\/span><\/p>\n

    \u00a0 \u00a0 \u00a04. Authorization to\u00a0<\/span>purchase<\/span>\u00a0and\u00a0<\/span>dispose of<\/span>\u00a0treasury shares;\u00a0<\/span>related and consequent\u00a0<\/span>resolutions;<\/span>\u00a0<\/span>\u00a0<\/span><\/p>\n

    \u00a0<\/span><\/p>\n

    ADDING ITEMS TO THE AGENDA AND PRESENTING NEW RESOLUTIONS<\/span><\/b>\u00a0<\/span><\/p>\n

    In accordance with Art. 126-bis o<\/span>f Legislative Decree n. 58\/98, S<\/span>hareholders, including jointly,\u00a0 representing<\/span>\u00a0at 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\u2019s agenda, indicating in the request the additional\u00a0<\/span>items proposed for discussion,\u00a0<\/span>or the proposed resolutions relating to items which are already part of the agenda as per this notice of call<\/span>.<\/span>\u00a0<\/span>\u00a0<\/span><\/p>\n

    The requests for additional items and\u00a0 proposed resolutions must be\u00a0<\/span>submitted in writing by the S<\/span>hareholders themselves, along with the certification<\/span>,<\/span>\u00a0<\/span>issued by the intermediaries that keep the accounting records on which the shares are registered,<\/span>\u00a0attesting to ownership of the above mentioned percentage of the share capital, to the company\u2019s registered office<\/span>\u00a0<\/span>or via e-mail to the certified e-mail address\u00a0<\/span>legal_igdsiiqspa@pec.gruppoigd.it\u00a0<\/span>. The Shareholder submitting the request must provide a report about the items proposed for discussion by the\u00a0<\/span>above mentioned ten day<\/span>\u00a0deadline. 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\u00a0on the basis of\u00a0a directors’ plan or report. The amended agenda for the Shareholders\u2019 Meeting or\u00a0<\/span>the proposed resolutions relating to items which are already part of the agenda\u00a0<\/span>will be published at least fifteen days prior to the date set for the Shareholders\u2019 Meeting in accordance with the modalities used to publish this notice of call.<\/span>\u00a0<\/span><\/p>\n

     <\/p>\n

    PROCEDURES THAT SHAREHOLDERS MUST RESPECT IN ORDER TO PARTICIPATE AND EXERCISE VOTING RIGHTS\u00a0<\/span><\/b>\u00a0<\/span><\/p>\n

    EXERCISE OF VOTING RIGHTS AND PROXIES\u00a0<\/span><\/b>\u00a0<\/span><\/p>\n

    In accordance with Art. 83-<\/span>sexies\u00a0<\/span><\/i>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.\u00a0<\/span>31 March 2020<\/span>). 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\u2019 Meeting.<\/span>\u00a0<\/span><\/p>\n

    Those entitled to attend the Shareholders\u2019 Meeting are invited to arrive\u00a0<\/span>in advance with respect to the time\u00a0<\/span>the meeting is to begin, in order to facilitate registration which will begin at 9.00\u00a0a.m..\u00a0<\/span>\u00a0<\/span><\/p>\n

    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\u2019s website\u00a0<\/span>www.gruppoigd.it<\/span><\/a>\u00a0<\/span>may be used. The proxy can be notified to the Company by sending it to IGD\u2019s\u00a0<\/span>registered office<\/span>\u00a0in Bologna, Via Trattati Comunitari\u00a0Europeri\u00a01957-2007, n. 13 or via e-mail to the certified e-mail address\u00a0<\/span>legal_igdsiiqspa@pec.gruppoigd.it<\/span><\/a>\u00a0<\/span>\u00a0<\/span>\u00a0<\/span><\/p>\n

    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.\u00a0<\/span>\u00a0<\/span><\/p>\n

    The proxy<\/span>\u00a0with the voting instructions, may also be granted<\/span>,<\/span>\u00a0by way of the form found on the company\u2019s website\u00a0<\/span>www.gruppoigd.it<\/span><\/a>\u00a0<\/span>or at the registered office of IGD SIIQ S.p.A.<\/span>,<\/span>\u00a0<\/span>to\u00a0<\/span>Computershare S.p.A.<\/span>,\u00a0<\/span>designated by the company in accordance with Art. 135-<\/span>undecies\u00a0<\/span><\/i>of Legislative Decree n. 58\/98, as long as it is sent via certified mail to the registered office of\u00a0<\/span>Computershare S.p.A.<\/span>, in Milan, via Lorenzo Mascheroni n.19 – 20145 and first, if needed,\u00a0<\/span>via\u00a0<\/span>e-mail\u00a0<\/span>to<\/span>\u00a0<\/span>ufficiomi@computershare.it<\/span><\/a>, along with the declaration that it is an authentic copy, or via\u00a0<\/span>certified\u00a0<\/span>e-mail to\u00a0<\/span>ufficiomilano@pecserviziotitoli.it<\/span><\/a>,\u00a0<\/span>by the end of the second market trading session prior to the date in which the meeting is to be held<\/span>, including in second call (by\u00a0<\/span>7<\/span>\u00a0April 20<\/span>20<\/span>\u00a0or\u00a0<\/span>8<\/span>\u00a0April 20<\/span>20<\/span>, respectively). The proxy granted to\u00a0<\/span>Computershare S.p.A.<\/span>\u00a0<\/span><\/i>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.<\/span>\u00a0<\/span><\/p>\n

    There are no procedures established for voting by correspondence or by electronic means.\u00a0<\/span>\u00a0<\/span><\/p>\n

     <\/p>\n

    THE RIGHT TO ASK QUESTIONS\u00a0<\/span><\/b>\u00a0<\/span><\/p>\n

    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-<\/span>ter\u00a0<\/span><\/i>of Legislative Decree n. 58\/98 may submit questions relating to the items on the agenda even prior to the Shareholders\u2019 Meeting by sending a copy of same via mail to IGD\u2019s\u00a0<\/span>registered office\u00a0<\/span>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\u00a0<\/span>legal_igdsiiqspa@pec.gruppoigd.it<\/span><\/a>.<\/span>\u00a0<\/span>The interested parties must provide adequate identification. The Company must receive the questions by\u00a0<\/span>2<\/span>\u00a0April 20<\/span>20<\/span>. Any questions submitted will be answered, at the latest, during the meeting itself.<\/span>\u00a0<\/span><\/p>\n

     <\/p>\n

    DOCUMENTATION\u00a0<\/span><\/b>\u00a0<\/span><\/p>\n

    The documentation related to the Shareholders\u2019 Meeting, including the\u00a0<\/span>Board of D<\/span>irectors\u2019 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\u2019s registered office and on the Company\u2019s website,\u00a0<\/span>www.gruppoigd.it<\/span><\/a>\u00a0<\/span>,\u00a0<\/span>in the section\u00a0<\/span>Governance\u00a0<\/span><\/i>\u2013<\/span><\/i>\u00a0Shareholders<\/span><\/i>\u2019<\/span><\/i>\u00a0Meeting<\/span><\/i>s,\u00a0<\/span><\/i>as<\/span>\u00a0<\/span><\/i>well as on the authorized storage system<\/span>\u00a0eMarket\u00a0STORAGE available at\u00a0<\/span>\u00a0<\/span>www.emarketstorage.com<\/span><\/a>\u00a0managed by\u00a0Spafid\u00a0Connect S.p.A.<\/span>, and in accordance with the\u00a0further\u00a0 modalities\u00a0set by law.<\/span>\u00a0<\/span><\/p>\n","protected":false},"excerpt":{"rendered":"

    The shareholders entitled to attend and with voting rights are called to a\u00a0<\/span>G<\/span>eneral\u00a0<\/span>M<\/span>eeting in ordinary<\/span>\u00a0<\/span>session in Bologna, at IGD\u00a0<\/span>registered office<\/span>\u00a0in via Trattati Comunitari Europei 1957-2007, n. 13, on 3<\/span>rd<\/span>\u00a0floor, on\u00a0<\/span>9\u00a0<\/span>April 20<\/span>20<\/span>\u00a0<\/span>at 10:00 a.m.<\/span>\u00a0in\u00a0<\/span>first call<\/span><\/p>\n","protected":false},"author":6,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[86],"tags":[179],"class_list":["post-27225","post","type-post","status-publish","format-standard","hentry","category-price-sensitive-en","tag-shareholders-meeting-en"],"acf":[],"_links":{"self":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/27225","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/users\/6"}],"replies":[{"embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/comments?post=27225"}],"version-history":[{"count":3,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/27225\/revisions"}],"predecessor-version":[{"id":36030,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/27225\/revisions\/36030"}],"wp:attachment":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/media?parent=27225"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/categories?post=27225"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/tags?post=27225"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}