AGM Information • Mar 30, 2020
AGM Information
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Share capital Euro 90,314,162.00 fully paid-in Registered office in Bologna - Via Triumvirato 84 Tax/VAT and Bologna Companies Registration Office No. 03145140376
Shareholders are called to the Shareholders' Meeting, at the registered office, in Bologna, Via Triumvirato 84, exclusively by means of telecommunication in accordance with Article 106, paragraph 2, of the Law Decree n. 18 of March 17, 2020 (so-called "Cura Italia" decree), on April 30, 2020 at the time of 11 AM, or, on second call, on May 25, 2020 at the same time and venue, to consider the following
As per Article 83-sexies of Legs. Decree 58/98, the right to attend the Shareholders' Meeting and the right to vote requires communication to the company by an intermediary, as per the accounting records, in favour of the party with the right to vote. This should be undertaken by the intermediary based on the facts at the conclusion of the seventh trading day before the date fixed for the Shareholders' Meeting in first call (i.e. by April 21, 2020). Those who hold shares only after that date will not have the right to attend or vote at the Shareholders' Meeting.
In accordance with Article 106, paragraph 2, of Law Decree n. 18 of March 17, 2020 the participation to the meeting by the entitled parties can take place exclusively through.
The Company therefore appointed Computershare S.p.A., with registered office in via Lorenzo Mascheroni, No. 19, 20145 Milan, as the Designated Agent of the Company pursuant to Article 135-undecies of Legislative Decree No. 58/1998. (the "Designated Agent"). The Shareholders who would like to intervene at the meeting should confer a proxy - with voting instructions - on all or part of the proposals on the Agenda, using the proxy form, available also in digital format, prepared by the Designated Agent itself in agreement with the Company. The form may be downloaded from the Company's website www.bologna-airport.it (in the "Investor Relations" section), where a link to proceed to electronic sending of the proxy to Computershare S.p.A. will also be available.
The proxy and voting instructions should be sent following the instructions on the proxy itself by the end of the second trading day before the date fixed for the Shareholders' Meeting (i.e. by April 28, 2020 with regards to first call and by May 21, 2020 for the second call). The proxy and voting instructions may always be revoked within the same deadline as above.
The proxy granted in this way shall take effect only for those proposals in relation to which voting instructions have been given.
It should also be noted that also proxies or subdelegations can be conferred to the Designated Representative pursuant to art. 135-novies of the TUF, as a derogation from art. 135-undecies, paragraph 4 of Legs. Decree no. 58/1998, following the instructions indicated in the form available on the Company's website www.bologna-airport.it, Investor Relations area. Taking into account the ongoing emergency, the proxies can be conferred by April 29, 2020, keeping into account that the delegate will be able to accept proxies and/or instructions even after the aforementioned term and before the opening of the meeting. In the same way, those entitled can revoke the proxy/subdelegation and the voting instructions within the same term.
The participation in the meeting of legitimate subjects (the members of the Corporate Bodies, including the Presidents, the appointed Secretary and the Designated Representative), in consideration of the limitations that may arise for health emergency, will exclusively take place by means of telecommunication with the methods communicated to them individually, in compliance with the regulatory provisions applicable for this eventuality.
The Designated Agent is at disposal for clarification and information at phone number +39 02 46776850 or e-mail address [email protected].
The Shareholders are informed that the company reserves the right to integrate and /or modify the abovementioned instructions in consideration of the intervening needs following the current epidemiological emergency COVID-19 and its developments, unforeseeable at the moment.
Those with the right to attend the Shareholders' Meeting may submit questions on matters on the agenda, also before the Shareholders' Meeting and until the fifth
trading day before the meeting (i.e. by April 23, 2020), by sending the relative communication by the certified e-mail address [email protected], from a certified e-mail address. The questions will be answered at the Shareholders' Meeting itself at the latest. Questions with the same content shall receive a common response.
In accordance with Article 126-bis of Legs. Decree 58/98, Shareholders who represent, even jointly, at least one-fortieth of the share capital may request, within ten days of the publication of the present notice, a supplementation to the matters on the agenda.
Supplementation is not permitted for matters whereby the Shareholders' Meeting will vote, in accordance with law, on proposals of the Directors or concerning projects or reports other than those prepared in accordance with Article 125-ter, paragraph 1 of Legs. Decree 58/98.
The requests for supplementation should be presented in writing by sending the relative communication by registered mail with return receipt to the registered office of the company and/or by e-mail to the certified e-mail address [email protected], from a certified e-mail address. Shareholders requesting supplementation should prepare, in accordance with law, a report on the matters proposed by them; this report should be sent according to the same means to the Board of Directors by the above-stated deadline of ten days. At least fifteen days before the date fixed for the Shareholders' Meeting, the company shall announce, according to the same forms of publication as for this notice, any supplements presented, making available at the same time to the public the relative report, accompanied by its assessments.
As the attendance at the Shareholders' Meeting is provided exclusively through the Designated Representative, legitimate shareholders who intend to formulate resolution and voting proposals on the items on the agenda may present them by April 15, 2020 by electronic communication to the certified e-mail [email protected] from a certified e-mail box. These proposals will be published without delay on the Company's website in order to enable those entitled to vote to express themselves consciously also taking into account these new proposals and allow the Designated Representative to collect voting instructions, possibly also on the same proposals.
On the website www.bologna-airport.it, in the Investor Relations area, together with the publication of this notice or according to a differing legally-established deadline, the following documents or information shall be made available to the public:
the forms which Shareholders may utilise for proxy voting;
the information on the amount of the share capital and the number and classes of shares. On publication of this notice: (i) the share capital was Euro 90,314,162.00, comprising 36,125,665 shares without express nominal value; (ii) each share had the right to one vote at the Shareholders' Meeting; (iii) the company did not hold treasury shares.
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The illustrative Directors' report on the matters on the agenda, the 2019 Annual Financial Report of the company and the non-financial report, together with the Annual Corporate Governance Report will be made available at the registered office of the company, on the company website: www.bologna-airport.it, in the Investor Relations area and at the authorised storage mechanism (), from March 30, 2020, in accordance with law.
The Remuneration Report will be made available on the company website: www.bologna-airport.it, in the Investor Relations area and at the authorised storage mechanism () in accordance with law.
For the Board of Directors The Chairman Enrico Postacchini
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