Major Shareholding Notification • Apr 12, 2023
Major Shareholding Notification
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On 7 April 2023, ASM Rovigo SpA, the Municipality of Maser, the Municipality of Caerano di San Marco, the Municipality of Cavaso del Tomba, the Municipality of Pieve del Grappa, the Municipality of Vittorio Veneto, the Municipality of Cison di Valmarino, the Municipality of Meolo, the Municipality of Carbonera the Municipality of Istrana signed a Shareholders' Agreement concerning the commitment to consult each other and agree to vote in favour of a list of candidates for the election of the Board of Directors of Ascopiave S.p.A. and to a list of candidates for the election of the Standing and Alternate Auditors of the Board of Auditors of Ascopiave S.p.A., subject of items 3 and 4 of the agenda of the notice of call of the Ascopiave S.p.A. shareholders' meeting convened for 18 April 2023, on first call, and for 19 April 2023, on second call.
The Pact concerns shares of Ascopiave S.p.A, a company with registered office at Via Verizzo, no. 1030 - 31053- Pieve di Soligo (TV), enrolled in the Register of Companies of Treviso-Belluno with the following tax code number: 03916270261 and enrolled in the R.E.A. of Treviso TV-308479, incorporated on 19/04/2004, share capital of Euro 234,411,575.00, divided into 234,411,575 ordinary shares with a par value of Euro 1.00 each, traded on the Mercato Telematico Azionario – Electronic Stock Market / Star Segment of Borsa Italiana S.p.A.
The participating parties are:
ASM Rovigo SpA (C.F.01037490297) with registered office in Rovigo via D. Alighieri n. 4 - 45100 Rovigo; MUNICIPALITY OF MASER, with registered office in Maser (TV) Piazzale Municipio n.1 , C.F. 83002690267 e P.IVA 01179650260; MUNICIPALITY OF CAERANO DI SAN MARCO, with registered office in Caerano di San Marco (TV) Piazza della Repubblica n.1, C.F.83002310262 e P.IVA 01179660269; MUNICIPALITY OF CAVASO DEL TOMBA, with headquarters in Cavaso del Tomba (TV) via S. Pio X n.4, C.F.83002990261 and P.IVA 01741140261; MUNICIPALITY OF PIEVE DEL GRAPPA, with headquarters in Pieve del Grappa (TV) via IV Novembre n.3 loc. Crespano del Grappa, C.F. 92045530265 and P.IVA 04994310268; MUNICIPALITY OF VITTORIO VENETO, with headquarters in Vittorio Veneto (TV) Piazza del Popolo n.14, C.F. 00486620263 and P.IVA 00486620263; MUNICIPALITY OF CISON DI VALMARINO, with its head office in Cison di Valmarino (TV) Piazza Roma n.1 C.F. 84000750269 and P.IVA 00537900268; MUNICIPALITY OF MEOLO, with its head office in Meolo (VE) Piazza Martiri della Libertà n.1, C.F. 93001510275 and P.IVA 00671710275; MUNICIPALITY OF CARBONERA, with head office in Carbonera (TV) via Roma n.27, C.F. 80006890265 and P.IVA 00523400265; MUNICIPALITY OF ISTRANA, with head office in Istrana (TV) via S. Pio X n.15, C.F. 80008050264 and P.IVA 00389970260.
A total of 20,919,695 ordinary shares of Ascopiave S.p.A., representing 8.924% of Ascopiave S.p.A. share capital and corresponding to 33,136,111 votes that can be cast at the Shareholders' Meeting, equal to 8.402% of the total number of votes that can be cast at the Shareholders' Meeting, are the subject of the voting syndicate. The following table shows the number of ordinary shares conferred to the Agreement by each shareholder and the voting rights attached to them, as well as the percentage represented by such shares and related voting rights with respect to the total number of shares conferred to the Agreement as well as with respect to the total number of shares constituting Ascopiave S.p.A. share capital and the voting rights attached therein.
| Participating Shareholders |
Number of Ascopiave ordinary shares in the Agreement |
Number of voting rights conferred |
Percentage of voting rights conferred over total voting rights conferred to the Voting Syndicate |
Percentage of voting rights conferred over total voting rights held by Ascopiave share holders |
|---|---|---|---|---|
| Municipality of Maser | 98.469 | 98.469 | 0,2971% | 0,0249% |
| Municipality of Caerano di San Marco |
913.780 | 913.780 | 2,7576% | 0,2317% |
| Municipality of Cavaso del Tomba |
929.915 | 929.915 | 2,8063% | 0,2357% |
| Municipality of Pieve del Grappa |
3.864.917 | 3.864.917 | 11,6637% | 0,9800% |
| Municipality of Vittorio Veneto |
330.277 | 330.277 | 0,9967% | 0,0837% |
| Municipality of Cison di Valmarino |
2.157.113 | 4.062.245 | 12,2592% | 1,0300% |
| Municipality of Meolo | 303.562 | 303.562 | 0,9161% | 0,0769% |
| ASM Rovigo SpA | 10.311.284 | 20.622.568 | 62,2359% | 5,2291% |
| Municipality of Carbonera | 1.759.742 | 1.759.742 | 5,3106% | 0,4462% |
| Municipality of Istrana | 250.636 | 250.636 | 0,7563% | 0,0635% |
The participating shareholders ASM Rovigo SpA and the Municipality of Cison di Valmarino obtained the additional voting rights, pursuant to art. 127 quinquies Lgs. Decree n. 58/1998 and art. 6 of Ascopiave SpA bylaws, for 12,216,416 Ascopiave SpA shares out of a total number of 12,468,397 shares conferred in the shareholders' agreement.
Pursuant to Article 120 of the Issuers' Regulation, it should be noted that none of the shareholders holding, directly or indirectly, Ascopiave shares or other financial instruments with voting rights or other voting rights exercisable in the Ascopiave shareholders' meeting, other than the shares conferred and the voting rights conferred, nor are they subject to control by any party, with the exception of ASM Rovigo SpA, which is controlled by the Municipality of Rovigo. 4. Party exercising control over the company through the Shareholders' Agreement
None of the participants exercises, by virtue of the Agreement, control over Ascopiave S.p.A. pursuant to Article 93, Legislative Decree No. 58, dated 24/02/1998.
The Covenant can be traced back to a voting syndicate and consists of an agreement whereby the participants undertake to consult each other and agree to vote in favour of a list of candidates for the election of the Board of Directors of Ascopiave S.p.A. and of a list of candidates for the election of the standing and alternate auditors of the Board of Statutory Auditors of Ascopiave S.p.A., subject of items 3 and 4 of the agenda of the notice of call of the Ascopiave S.p.A. shareholders' meeting convened for 18 April 2023, on first call, and for 19 April 2023, on second call.
The participants undertake to contribute to the Covenant all further shares that may, directly or indirectly, be acquired or that may in any case be held as a result of gratuitous allotments, conversions, capital increases or legal actions. The participants undertake for the duration of the Agreement not to purchase a number of shares such as to make a public tender offer compulsory according to the laws in force. In order to agree on the above vote, the participants will meet at least three days before the date of the Ascopiave Shareholders' Meeting of 18 April 2023. The Participants will resolve by numerical majority of the attending shareholders, provided that the sum of the shares held by the shareholders constituting the majority amounts to at least 55% plus one of the shares of the Participants to the Agreement. In the event of an equal number of numerical votes, the will of the Participants holding a higher number of shares in Ascopiave than the total number of shares held by the group of Participants that voted against the latter will prevail. Participants may withdraw at least 24 hours before the date set for the shareholders' meeting at which the vote in the Ascopiave S.p.A. shareholders' meeting of 18 April 2023 is to be agreed. Any accession of further shareholders to the Covenant may take place with the approval of all Covenant Participants.
The Agreement, which is of a transitory nature, will last until the end of the Ascopiave S.p.A. shareholders' meeting scheduled for 19 April 2023 called to renew the offices of both the Board of Directors and the Board of Statutory Auditors. 7. Filing of the Agreement
On 7 April 2023 a copy of the Covenant was transmitted to the Register of Companies of Treviso-Belluno. Extract available at www.asmrovigo.it
Rovigo 7 April 2023
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