An Ordinary and Extraordinary Shareholders\u2019 Meeting of Immobiliare Grande Distribuzione\u00a0Societ\u00e0 di Investimento Immobiliare Quotata S.p.A. (abbreviated \u201cIGD SIIQ S.p.A.\u201d) is convened\u00a0in Bologna (BO), in Via Trattati Comunitari Europei 1957-2007, no. 13, on 13 April 2023, at 10:30\u00a0a.m., in first call and, if necessary, on 14 April 2023, in second call, as per the methods described\u00a0herein to discuss and resolve on the following<\/p>\n
AGENDA<\/strong> Extraordinary session<\/strong><\/p>\n <\/p>\n As the emergency measures provided for in Art. 3, paragraph 10-undecies of Law Decree n. 198\u00a0of 29 December 2022, n. 198 (the \u201cMilleproroghe\u201d Decree 2023, converted with amendments,\u00a0by Law 24 February 2023, no. 14) may now be utilized again, the Company has decided to\u00a0exercise the option originally provided by Art. 106, paragraph 4, of the Law Decree of 17 March\u00a02020, no. 18, converted with amendments, by Law 24 April 2020, no. 27, by Law Decree 30\u00a0December 2021, no. 228, converted with amendments by Law 25 February 2022, no. 15,\u00a0providing that the participation in the Shareholders\u2019 Meeting by the entitled parties can only\u00a0take 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\u00a0office in via Lorenzo Mascheroni no. 19 \u2013 20145 Milan (the \u201cAppointed Representative\u201d), as\u00a0specified below.<\/p>\n <\/p>\n Pursuant to art. 126-bis, par. 1, first period, of Legislative Decree no. 58\/98, Shareholders,\u00a0representing, even jointly, at least one fortieth of the share capital with voting rights may, within\u00a0ten days of the publication of this notice, request that additional items be added to the meeting\u2019s\u00a0agenda, indicating in the request the additional items proposed for discussion, or the proposed\u00a0resolutions relating to items which are already part of the agenda as per this notice of call.\u00a0The requests for additional items and proposed resolutions must be submitted in writing by the\u00a0Shareholders themselves, along with the certification, issued by the intermediaries that keep the\u00a0accounting records on which the shares are registered, attesting the ownership of the above\u00a0mentioned percentage of the share capital, via e-mail to the certified e-mail address\u00a0legal_igdsiiqspa@pec.gruppoigd.it<\/a>. The Shareholder submitting the request must provide a\u00a0report about the items proposed for discussion by the above mentioned ten day deadline. Such\u00a0adding items to the agenda may not include those that by law must be presented in the form of\u00a0a motion from the directors or discussed on the basis of a directors’ plan or report. The amended\u00a0agenda for the Shareholders\u2019 Meeting or the proposed resolutions relating to items which are\u00a0already part of the agenda will be published at least fifteen days prior to the date set for the\u00a0Shareholders\u2019 Meeting in accordance with the modalities used to publish this notice of call.<\/p>\n <\/p>\n Since participation in the Shareholders\u2019 Meeting is allowed exclusively through the Appointed\u00a0Representative, for the purpose of this Shareholders\u2019 Meeting only, it is envisaged that those\u00a0with the right to vote may individually submit to the Company proposals for resolutions on the\u00a0items on the agenda \u2013 in accordance with article 126-bis, par. 1, third period, of the Legislative\u00a0Decree 58\/98 \u2013 by 28 March 2023.\u00a0The additional proposed resolutions must be submitted in writing, along with the information\u00a0allowing the identification of the individual submitting them, via e-mail to the certified e-mail\u00a0address legal_igdsiiqspa@pec.gruppoigd.it<\/a>.\u00a0Such resolution proposals will be published by the Company by 29 March 2023 \u2013 pursuant to\u00a0Art. 126-bis, paragraph 2, of Legislative Decree. n. 58\/98 \u2013 in the section of the website\u00a0dedicated to this Shareholders\u2019 Meeting, so that those entitled to vote can take them into account\u00a0in order to give their proxies and\/or sub-proxies, with relevant voting instructions, to the\u00a0Appointed Representative Computershare S.p.A. For the purposes of their publication, as well as\u00a0for the holding of the Shareholders\u2019 Meeting, please note that the Company reserves the right\u00a0to verify the relevance of the proposals with respect to the items on the agenda, their\u00a0completeness and compliance with applicable laws and regulations and the entitlement of the\u00a0proposers.<\/p>\n <\/p>\n Pursuant to art. 83-sexies of Legislative Decree n. 58\/98 and art. 12.2 of the bylaws, the\u00a0Shareholders\u2019 Meeting may be attended by all shareholders for whom the Company has received\u00a0the certificate issued by an authorized intermediary in accordance with the Law on the basis of\u00a0its records as of the end of the seventh trading session prior to the meeting in first call, i.e. 31\u00a0March 2023 (the record date). Any movements of the shares (disposals or transfers) after this\u00a0date will not be taken into consideration for the purposes of granting voting rights at the\u00a0Shareholders\u2019 Meeting.\u00a0As indicated above, the emergency measures provided for in Art. 3, paragraph 10-undecies of\u00a0Law Decree n. 198 of 29 December 2022 (the \u201cMilleproroghe\u201d Decree 2023, converted with\u00a0amendments, by Law 24 February 2023, no. 14) may now be utiilized again, and as originally\u00a0provided for by Art. 106, paragraph 4, of the Law Decree n. 18 of 17 March 2020, converted <\/p>\n Please note that the following proxy forms may be alternatively submitted in the following cases:<\/p>\n A) Proxy to the Appointed Representative pursuant to art. 135-undecies of\u00a0Legislative Decree 58\/98<\/strong> The submission of the proxy form with different modalities and terms than those mentioned\u00a0above, as well as sending only via ordinary mail service, will not ensure the correct submission\u00a0of the proxy to the Appointed Representative.\u00a0The proxy may be revoked within the time period referred to above, i.e. within 11 April 2023,\u00a0for the first call, and within 12 April 2023, for the second call.\u00a0The granted proxy shall be effective only for the proposals in relation to which voting instructions\u00a0have been given.<\/p>\n B) Proxy or sub-proxy pursuant to art. 135-novies of Legislative Decree 58\/98<\/strong> The submission of the proxy and\/or sub-proxy form to the Appointed Representative with\u00a0different modalities and terms than those mentioned above, as well as sending only via ordinary\u00a0mail service, will not ensure the correct submission of the proxy to the Appointed Representative.<\/p>\n Intervention of the members of the corporate bodies, the secretary and the\u00a0Appointed Representative<\/strong> <\/p>\n Pursuant to art. 127-ter of Legislative Decree no. 58\/98, those who are entitled to vote, and for\u00a0whom the Company has received certification from the intermediary authorized in accordance\u00a0with the applicable regulations, may submit questions relating to the items on the agenda even\u00a0prior to the Shareholders\u2019 Meeting, by sending the said questions via certified e-mail to\u00a0legal_igdsiiqspa@pec.gruppoigd.it<\/a>. Applicants must provide adequate identification as well as\u00a0appropriate documentation proving ownership of the exercise of voting rights, issued by the\u00a0depositary intermediary or, failing that, the references of the communication issued by the\u00a0intermediary, also indicating the depositary intermediary. The Company must receive the\u00a0questions within the seventh trading session prior to the meeting in first call, i.e. 31 March 2023.\u00a0Questions shall be answered at the latest two days before the Shareholders\u2019 Meeting, i.e. by 11\u00a0April 2023 pursuant to art. 127-ter, par. 1-bis, of Legislative Decree no. 58\/98, through\u00a0publication in the section of the Company\u2019s website, in the section reserved to the Shareholders\u2019\u00a0Meeting at https:\/\/www.gruppoigd.it\/en\/governance\/shareholders-meeting\/<\/a>.<\/p>\n <\/p>\n The documentation related to the Shareholders\u2019 Meeting is available to the public on the\u00a0Company\u2019s website www.gruppoigd.it<\/a>, section Governance \u2013 Shareholders\u2019 Meeting (link:\u00a0https:\/\/www.gruppoigd.it\/en\/governance\/shareholders-meeting\/<\/a>), as well as on the authorized An Ordinary and Extraordinary Shareholders\u2019 Meeting of Immobiliare Grande Distribuzione\u00a0Societ\u00e0 di Investimento Immobiliare Quotata S.p.A. (abbreviated \u201cIGD SIIQ S.p.A.\u201d) is convened\u00a0in Bologna (BO), in Via Trattati Comunitari Europei 1957-2007, no. 13, on 13 April 2023, at 10:30\u00a0a.m., in first call and, if necessary, on 14 April 2023, in second call, as per the methods described\u00a0herein […]<\/p>\n","protected":false},"author":5,"featured_media":0,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[86],"tags":[179],"class_list":["post-46519","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\/46519","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\/5"}],"replies":[{"embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/comments?post=46519"}],"version-history":[{"count":4,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/46519\/revisions"}],"predecessor-version":[{"id":46523,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/posts\/46519\/revisions\/46523"}],"wp:attachment":[{"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/media?parent=46519"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/categories?post=46519"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.gruppoigd.it\/en\/wp-json\/wp\/v2\/tags?post=46519"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}
\nOrdinary session<\/strong><\/p>\n\n
\n
Participation in the Shareholders\u2019 Meeting<\/h4>\n
ADDING ITEMS TO THE AGENDA AND PRESENTING NEW RESOLUTIONS ON THE\u00a0PART OF SHAREHOLDERS REPRESENTING AT LEAST ONE FORTIETH OF THE SHARE\u00a0CAPITAL<\/h4>\n
INDIVIDUAL PRESENTATION OF NEW PROPOSED RESOLUTIONS<\/h4>\n
PROCEDURES THAT SHAREHOLDERS MUST RESPECT IN ORDER TO PARTICIPATE\u00a0AND EXERCISE VOTING RIGHTS\u00a0EXERCISE OF VOTING RIGHTS AND PROXIES<\/h4>\n
\nwith amendments, by Law n. 27 of n. 24 April 2020, extended by Law Decree n. 228 of 30\u00a0December 2021, converted with amendments by Law n. 15 of 25 February 2022, holders of\u00a0voting rights who intend to participate in the Shareholders\u2019 Meeting may do so solely through a
\nproxy granted to the Appointed Representative, in accordance with the methods described in\u00a0detail herein.\u00a0The Appointed Representative is available for clarification or information at the following\u00a0telephone number 02 46776821 or at the email address operations@computershare.it<\/a>.<\/p>\nMETHODS TO GRANT THE PROXY\/SUB-PROXY TO THE APPOINTED\u00a0REPRESENTATIVE<\/h4>\n
\n
\nThe Company appointed Computershare S.p.A. – with registered office in via Lorenzo Mascheroni\u00a0no. 19 \u2013 20145 Milan – as Appointed Representative pursuant to art. 135-undecies of Legislative\u00a0Decree no. 58\/98, therefore Shareholders who intend to participate in the Shareholders\u2019 Meeting\u00a0may grant the proxy directly to the Appointed Representative, with the relevant voting\u00a0instructions, on all or certain proposals, on the items on the agenda, by submitting the proxy\u00a0form available on the Company\u2019s www.gruppoigd.it<\/a> website section \u201cGovernance \u2013 Shareholder\u2019s\u00a0Meeting\u201d (link: https:\/\/www.gruppoigd.it\/en\/governance\/shareholders-meeting<\/a>).\u00a0The proxy form, to be notified to the Company via the Appointed Representative together with\u00a0the voting instructions, along with a valid ID document and, in case, the documentation providing\u00a0proof of the signatory power, shall be submitted within 11 April 2023, for the first call, and within\u00a012 April 2023, for the second call, using one of the following methods:<\/p>\n\n
\nAs permitted under Art. 3 paragraph 10-undecies of Law Decree n. 198 of 29 December 2022,\u00a0(the \u201cMilleproroghe\u201d Decree 2023, converted with amendments, by Law 24 February 2023, no.\u00a014) which extended the faculty originally provided for in Art. 106, paragraph 4, of Law Decree\u00a0n. 18 of 17 March 2020, converted with amendments, by Law n. 27 of 24 April 2020, as extended\u00a0by Law Decree n. 228 of 30 December 2021, converted, with amendments by Law n. 15 of 25\u00a0February 2022, proxies and\/or sub-proxies may also be given to said Appointed Representative\u00a0in accordance with art. 135-novies of the Legislative Decree 58\/98, as an exception to art. 135-undecies, paragraph 4 of the Legislative Decree 58\/98, using the form available on the\u00a0Company\u2019s website at www.gruppoigd.it<\/a> section \u201cGovernance \u2013 Shareholder\u2019s Meeting\u201d (link:\u00a0https:\/\/www.gruppoigd.it\/en\/governance\/shareholders-meeting<\/a>).\u00a0The proxy and\/or sub-proxy granted to the Appointed Representative may contain voting\u00a0instructions, on all or certain proposals, on the items on the agenda, it being understood that
\nthe Appointed Representative will not cast any vote at the Shareholders\u2019 Meeting in relation to\u00a0those proposals for which no specific voting instructions have been given.\u00a0The granted proxy and\/or sub-proxy to the Appointed Representative shall be effective only for\u00a0the proposals in relation to which voting instructions have been given.\u00a0The proxy and\/or sub-proxy form, to be notified to the Company via the Appointed
\nRepresentative together with the voting instructions, along with a valid ID document and, in\u00a0case, the documentation providing proof of the signatory power, shall be submitted within 12\u00a0p.m. of 12 April 2023 for the first call and within 12 p.m. of 13 April 2023 for the second call,
\nusing one of the following methods:<\/p>\n\n
\nThe participation in the Shareholders\u2019 Meeting of the members of the corporate bodies, of the\u00a0Secretary in charge and of the Appointed Representative may also, or exclusively, take place by\u00a0means of video\/telecommunication, in the manner individually communicated to them, in\u00a0accordance with the applicable regulatory provisions.<\/p>\nRIGHT TO ASK QUESTIONS<\/h4>\n
DOCUMENTATION<\/h4>\n
\nstorage system eMarket STORAGE available at www.emarketstorage.com<\/a> managed by Teleborsa\u00a0S.r.l., and in accordance with the further modalities set by Law.\u00a0The documentation related to the Shareholders\u2019 Meeting is also available at the Company\u2019s\u00a0registered office.<\/p>\n","protected":false},"excerpt":{"rendered":"