IGD SIIQ SPA: Notice of call for AGM
March 11 2016 - 5:58AM
Italian Regulatory (Text)
IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETA' DI INVESTIMENTO
IMMOBILIARE QUOTATA S.P.A.
Registered office in Ravenna (RA) via Agro Pontino, 13 Headquarters
in Bologna, Via Trattati Comunitari Europei 1957-2007,13 Share
capital subscribed and paid-in 599,760,278.16 Broken down into
813,045,631 ordinary shares VAT and Ravenna Company Register no:
00397420399 Ravenna Chamber of Commerce (R.E.A.) no.: 88573 Company
subject to the control and direction of Coop Alleanza 3.0 Soc.
Coop.
NOTICE OF CALL FOR ORDINARY ANNUAL GENERAL MEETING 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 2016 at the same place and time, to discuss
and resolve on the following
AGENDA Ordinary session 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. 4.
Authorization to purchase and dispose of treasury shares; related
and consequent resolutions; Appointment of a member of the Board of
Directors in accordance with Art. 2386 of the Civil Code; related
and consequent resolutions
*** ADDING ITEMS TO THE AGENDA AND PRESENTING NEW RESOLUTIONS In
accordance with Art. 126-bis of Legislative Decree n. 58/98,
Shareholders, including jointly, representing at 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's agenda, indicating in the request the additional
items proposed for discussion, or the proposed resolutions relating
to items which are already part of the agenda
as per this notice of call. The requests for additional items and
proposed resolutions must be submitted in writing by the
Shareholders themselves, along with the certification attesting to
ownership of the above mentioned percentage of the share capital,
to the company's registered office and/or company's headquarters or
via e-mail to the certified e-mail address
legal_igdsiiqspa@pec.gruppoigd.it . The Shareholder submitting the
request must provide a report about the items proposed for
discussion by the above mentioned ten day deadline. 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
on the basis of a directors' plan or report. The amended agenda for
the Shareholders' Meeting or the proposed resolutions relating to
items which are already part of the agenda will be published at
least fifteen days prior to the date set for the Shareholders'
Meeting in accordance with the modalities used to publish this
notice of call. EXERCISE OF VOTING RIGHTS AND PROXIES In accordance
with Art. 83-sexies 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. 5 April 2016). 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' Meeting. Those entitled to attend the
Shareholders' Meeting are invited to arrive an hour before the
meeting is to begin, in order to facilitate registration which will
begin at 9.00 a.m.. 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's website www.gruppoigd.it may
be used. The proxy can be notified to the Company by sending it to
IGD's headquarters in Bologna, Via Trattati Comunitari Europeri
1957-2007, n. 13 or via e-mail to the certified email address
legal_igdsiiqspa@pec.gruppoigd.it 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. The
proxy, with the voting instructions, may also be granted by way of
the form found on the company's website www.gruppoigd.it or at the
registered office of IGD SIIQ S.p.A. to Computershare S.p.A.,
designated by the company in accordance with Art. 135-undecies of
Legislative Decree n. 58/98, as long as it is sent via certified
mail to the registered office of Computershare S.p.A., in Milan,
via Lorenzo Mascheroni n.19 - 20145 and first, if needed, via fax
to 02-46776850, along with the declaration that it is an authentic
copy, or via certified e-mail to ufficiomilano@pecserviziotitoli.it
, by the end of the second market trading session prior to the date
in which the meeting is to be held, including in second call (by 12
April 2016 or 13 April 2016, respectively). The proxy granted to
Computershare S.p.A. 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. THE RIGHT TO ASK
QUESTIONS 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-ter of Legislative Decree n. 58/98 may submit questions
relating to the items on the agenda even prior to the Shareholders'
Meeting by sending a copy of same via mail to IGD's Headquarter in
Bologna, via Trattati Comunitari Europei 19572007, n. 13, via fax
to 051/509.247, to the attention of the Investor Relator or via
certified e-mail to legal_igdsiiqspa@pec.gruppoigd.it . The
interested parties must provide adequate identification. The
Company must receive the questions by 11 April 2016. Any questions
submitted will be answered, at the latest, during the meeting
itself. APPOINTMENT OF A MEMBER OF THE BOARD OF DIRECTORS Please
note that the appointment of a member of the Board of Directors in
accordance with Art. 2386 of the Civil Code shall be decided by the
Annual General Meeting with a legal majority without a voting list.
For more information on the appointment of a member of the Board of
Directors please refer to the Board of Directors' explanatory notes
on the fourth item on the agenda, that will be made available to
the public, within the terms provided by law, at the Company's
registered office and on the website www.gruppoigd.it , as well as
on the authorized storage system www.emarketstorage.com .
DOCUMENTATION The documentation related to the Shareholders'
Meeting, including the Board of Directors' 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's registered office and on the Company's website,
www.gruppoigd.it , in the section Governance Shareholders'
Meetings Annual General Meeting 16 April 2016, well as on the
authorized storage system www.emarketstorage.com , and in
accordance with the further modalities set by law.
On behalf of the Board of Directors The Chairman of the Board of
Directors Gilberto Coffari Bologna, 3 March 2016.
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