Genoa, 15 November 2021 – EdiliziAcrobatica S.p.A. (the “Company”) announces that on 13 November 2021 the notice convening the Ordinary and Extraordinary Shareholders' Meeting was published in the Official Gazette, Part II, no. 135.
The Shareholders' Meeting is convened in ordinary session on 29 November 2021 at 12 noon on first call, at the Company's registered office in Genoa, Viale Brigate Partigiane 18, and, if necessary, on 30 November 2021 on second call, same time and place, to discuss and resolve on the following
- Approval of the stock grant plan called "2021-2023 Stock Grant Plan" involving the free allocation of ordinary shares of the Company to the recipients of the plan. Related and consequent resolutions.
- Free increase in the share capital pursuant to article 2349, paragraph 1 of the Italian Civil Code to service the 2021-2023 Stock Grant Plan, through the allocation to capital of a corresponding amount of profits and/or profit reserves. Conferral of powers on the Board of Directors for the issuance of the new shares of the Company. Consequent amendments to article 3 of the By-laws. Related and consequent resolutions.
- Proposal to amend the current text of the By-laws following the renaming of the AIM Italia market to Euronext Growth Milan pursuant to Notice no. 31776 of Borsa Italiana. Related and consequent resolutions.
COMPOSITION OF THE SHARE CAPITAL AND PARTICIPATION IN THE SHAREHOLDERS' MEETING
The subscribed and paid-up share capital of EdiliziAcrobatica S.p.A. amounts to €815,414.50, represented by 8,154,145 shares having no nominal value. At the date of this notice the Company holds 42,377 treasury shares in its portfolio.
Pursuant to article 83-sexies of Italian Legislative Decree no. 58/1998 (the “TUF”), entitlement to attend and exercise the right to vote at the shareholders' meeting is vested in the shareholders from whom the Company has received – by the end of the third trading day prior to the date set for the shareholders' meeting (i.e. 24 November 2021) – the appropriate communication issued by the authorised intermediary that certifies their entitlement based on its accounting records. The right to attend and vote remains valid if this communication is received by the Company after the above deadline, provided that it is received by the beginning of the individual meeting.
The communication is issued by the intermediary based on the evidence in the accounts relating to the end of the accounting day of the seventh trading day (the so-called “record date”) prior to the date set for the shareholders' meeting (i.e. 18 November 2021). Credit or debit entries made in the accounts after that period do not count towards entitlement to exercise the right to vote at the shareholders' meeting.
ORGANISATIONAL ASPECTS OF AND REPRESENTATION AT THE SHAREHOLDERS' MEETING
Considering the current COVID-19 epidemic, pursuant to the provisions of article 106, paragraph 2 of Italian Decree-Law no. 18/2020 (the "Cura Italia Decree”) containing urgent measures related to the extension of the declaration of a state of epidemiological emergency due to COVID-19, and converted into law with amendments by Italian Law no. 27 of 24 April 2020, the effectiveness of which was recently extended by Italian Decree-Law no. 183 of 31 December 2020, converted with amendments by Italian Law no. 21 of 26 February 2021, attendance at the shareholders' meeting by those having the right to vote shall take place exclusively by means of remote participation through video conference at the addresses that will be provided to all persons entitled to attend the Shareholders' Meeting (Chairman, Notary, members of the Board of Directors and the Board of Statutory Auditors and registered Shareholders) or authorised to participate by the Chairman (e.g. Company employees and contractors).
In order to receive the access codes to the Company's platform to participate in the video conference of the shareholders' meeting, each Shareholder must email the Company (i) a copy of the certificate of participation in the shareholders' meeting issued by the intermediary attesting – based on the evidence resulting from the accounting records relating to the end of the record date (18 November 2021) – entitlement to attend the shareholders' meeting (the “Certificate”), as well as (ii) a copy of the Shareholder's identity document (identity card or passport). If the Shareholder is a legal person, along with the Certificate the Shareholder must email the Company (i) a copy of the identity document (identity card or passport) of the legal representative or of the person having the necessary powers to participate in the meeting, as well as (ii) a copy of the documentation certifying the legal representation or the granting of such powers to the participant.
The documentation required for participation must be submitted by email to firstname.lastname@example.org no later than 6 pm on the day before the date of the first convocation of the meeting in order to allow the Company to authorise the related shareholdings.
Note that the Company will communicate the platform access codes for participation in the video conference of the shareholders' meeting only after verifying the entitlement to participate based on the documentation submitted according to the aforementioned method. Otherwise, connection and participation in the meeting will not be permitted.
Without prejudice to the method of participation by means of video conference, pursuant to the law and article 14 of the Company's By-laws any shareholder who has the right to attend the meeting may be represented by written proxy in compliance with the provisions of article 2372 of the Italian Civil Code, using the proxy form available on the Company's website at www.ediliziacrobatica.com in the “Investor Relations” section. The proxy may be sent to the Company by registered mail to EdiliziAcrobatica S.p.A., Viale Brigate Partigiane 18, 16129, Genoa, or by email to the certified email address email@example.com.
To exercise the rights to add items to the agenda and to ask questions before the meeting as envisaged in article 13 of the By-laws, please refer to the text of the By-laws published on the corporate website at www.ediliziacrobatica.com in the “Investor Relations” section.
It is recommended that shareholders comply with the methods of participation detailed in this notice since physical participation in the meeting is not practicable under the current requirements and limitations established by national and regional provisions related to the national health emergency.
In accordance with the law, the documentation required by current regulations relating to the items on the agenda for each of the shareholders' meetings will be made available to the public at the Company's registered office and on the Company's website at www.ediliziacrobatica.com, in the “Investor Relations” section.
This notice is also published on the Company's website.