Ascopiave

AGM Information • Jun 4, 2020

Informazione Regolamentata n. 0887-80-2020		Data/Ora Ricezione 04 Giugno 2020 18:26:33	MTA - Star
Societa'	:	ASCOPIAVE S.P.A.
Identificativo Informazione Regolamentata	:	133500
Nome utilizzatore	:	ASCOPIAVEN01 - Rossetto Irene
Tipologia	:	3.1
Data/Ora Ricezione	:	04 Giugno 2020 18:26:33
Data/Ora Inizio Diffusione presunta	:	04 Giugno 2020 18:26:35
Oggetto	:	METHODS AND TERMS FOR EXERCISING THE RIGHT OF WITHDRAWAL FOR THE	SHAREHOLDERS OF ASCOPIAVE S.P.A.
Testo del comunicato

Vedi allegato.

COMUNICATO STAMPA

ASCOPIAVE: METHODS AND TERMS FOR EXERCISING THE RIGHT OF WITHDRAWAL FOR THE SHAREHOLDERS OF ASCOPIAVE S.P.A.

Ascopiave S.p.A. ("Ascopiave" or the "Company") announces that on today's date the resolution adopted on 29th May 2020 by Ascopiave Extraordinary Shareholder's Meeting (the "Meeting") was filed with the Register of Companies of Treviso; the resolution introduced the new art. 6-bis of the Articles of Association, concerning the addition of a limit to the exercise of the right to vote for shareholders which qualify (or belong to a group in which there is a subject which qualifies) as operators in the sector of production and/or distribution and/or transport and/or purchase and/or sale of natural gas and/or electricity and/or the sector of energy efficiency and/or water supply and/or network services in general.

Entitled Shareholders. The holders of ordinary shares of Ascopiave who have not participated in the approval of the aforementioned resolution (the "Resolution") (that is, the shareholders who did not attend the Meeting or who voted against the proposal of Resolution or who abstained) are entitled to exercise, commencing today, 4th June 2020, and until 19th June 2020 (included), the right of withdrawal pursuant to art. 2437, paragraph 1, lett. (g), Italian Civil Code, which recognises the right of withdrawal in relation to the resolutions regarding "amendments to the Articles of Association concerning voting or participation rights".

Liquidation value. As announced on 8th April 2020, the unit liquidation value of the ordinary shares of Ascopiave for which the right of withdrawal will be exercised was determined at Euro 3.9052, in accordance with the provisions of article 2437-ter of the Italian Civil Code, that is, on the basis of the arithmetic mean of the closing prices recorded by the Stock Exchange in the 6 (six) months preceding the date of publication of the notice of call of the Extraordinary Shareholders' Meeting (i.e. 20th March 2020).

Procedure for exercising the right of withdrawal. In order to exercise the right of withdrawal, shareholders must: (a) have held the shares for which they intend to exercise the withdrawal at the time of the Meeting; (b) not have contributed to the approval of the Resolution in the Meeting (i.e. they must not have attended the Meeting or must have voted against the proposal of Resolution or abstained); and (c) have held such shares uninterruptedly from the time of the Meeting to the date on which they exercise the right of withdrawal.

Pursuant to article 127-bis, paragraph 2, Italian Legislative Decree no. 58/1998 ("TUF"), the person in whose favour the shares were registered, subsequent to the record date (i.e. after 20th April 2020) and before the opening of the Meeting, has not participated in the approval of the Resolution and is therefore entitled to exercise the right of withdrawal.

The right of withdrawal can be exercised by the holders of Ascopiave ordinary shares entitled to do so, for all or part of the shares held, pursuant to article 2437-bis of the Italian Civil Code, by sending a registered letter with return receipt (the "Withdrawal Statement") to Ascopiave no later than 19th June 2020 (the "Term"). The Withdrawal Statement must be sent to "Ascopiave S.p.A. - Via Verizzo, 1030 - Pieve di Soligo (TV) Italy" by registered mail; the persons entitled are invited to send prior to the Withdrawal Statement a certified e-mail to the address: ascopiave@pec.ascocert.it.

The Withdrawal Statement must contain the following information:

• details of the withdrawing shareholder, including tax code, domicile, telephone number and, where possible, an e-mail address;
• the number of shares for which the right of withdrawal is exercised;
• the banking details of the current account of the withdrawing shareholder to which the liquidation value of the shares must be credited; and
• the indication of the intermediary providing the account on which the shares for which the right of withdrawal is exercised are registered, with the data relating to the aforementioned account.

A facsimile of a Withdrawal Statement is available on the Company's website at www.gruppoascopiave.it.

Ascopiave shareholders wishing to exercise the right of withdrawal are required to request their intermediary, under penalty of inadmissibility of the Withdrawal Statement, to send Ascopiave (to the certified e-mail address above), within the Term, the certificate attesting to the legitimacy to exercise the right of withdrawal pursuant to art. 83-quinquies, paragraph 3, TUF.

In the event of a pledge or other constraint on Ascopiave ordinary shares in relation to which the right of withdrawal is exercised, the withdrawing shareholder must send Ascopiave, within the Term, as a condition for the admissibility of the Withdrawal Statement, a specific declaration made by the pledgee, or by the subject in favour of whom there is a constraint on the shares, if any, by which this person gives his/her irrevocable and unconditional consent to the liquidation of the shares subject to withdrawal in accordance with the instructions of the withdrawing shareholder.

It is the responsibility of the withdrawing shareholders: (i) to ensure the correctness of the information contained in the Withdrawal Statement; and (ii) to send the Withdrawal Statement no later than 19th June 2020 as indicated above, as Ascopiave assumes no responsibility in this regard. Any Withdrawal Statements sent after the Term or not accompanied by the necessary information or the relevant declarations above in due time will have no effect.

Ascopiave, having received the Withdrawal Statements and adequate confirmation from the intermediaries about the legitimacy to exercise the right of withdrawal of the withdrawing shareholders, will promptly communicate to the public the number of ordinary shares for which the right of withdrawal has been validly exercised.

Liquidation of the shares for which the right of withdrawal has been exercised. With reference to the procedure for liquidating the shares for which the right of withdrawal has been exercised, the main steps are illustrated below, as governed by article 2437-quater of the Italian Civil Code, it being understood that further details can be provided immediately prior to the implementation of the individual stages:

• (i) firstly, the shares for which the right of withdrawal has been exercised will be offered for subscription to the other shareholders of Ascopiave in proportion to the shares held by each of them (the "Right of subscription"). The period for the Right of subscription will last at least 30 (thirty) days from filing the offer with the Register of Companies of Treviso. Simultaneously with the exercise of the right of subscription, the shareholders will also be entitled to exercise the right of first refusal to purchase any unsubscribed ordinary shares (the "Right of first refusal");
• (ii) secondly, if, subsequent to the Right of subscription (and the simultaneous Right of first refusal), some Ascopiave ordinary shares remained unsubscribed, shares for which the shareholders did not exercise the Right of first refusal, Ascopiave, on the basis of the outcome of the aforementioned offers, will consider whether to place these shares on the market to third parties (the "Public Offering");
• (iii) in the event of failure to fully place the Ascopiave shares for which the Right of Withdrawal has been exercised after the Right of subscription, the Right of first refusal and any Public Offering, the remaining shares will be directly purchased by Ascopiave using available reserves. Pursuant to article 2437-quater, fifth paragraph, Italian Civil Code, the purchase by Ascopiave may even occur as an exception to article 2357, third paragraph, Italian Civil Code, thus exceeding the limit of one fifth of the share capital.

Pursuant to art. 2437-bis, paragraph 2 of the Italian Civil Code, the shares for which the right of withdrawal is exercised will become unavailable until the completion of the liquidation procedure; therefore, until the end of the liquidation procedure, the aforementioned shares cannot be transferred by their respective holders.

Furthermore, as resolved by the Meeting, the effectiveness of the Resolution is subject to the condition that the number of shares subject to the Right of Withdrawal that have not been purchased by shareholders or third parties in the context of (i) the process of the right of subscription, (ii) the right of first refusal and (iii) a Public Offering, if any, and which therefore must be purchased by the Company, is less than 5% of the share capital (corresponding to a disbursement under the scope of the Company of less than Euro 45,771,201,21). Please be reminded that the Company reserves the right to waive this condition within 20 working days from the date on which the Company becomes aware of the number of shares subject to withdrawal that it will have to purchase, if any, or the closing date of the Right of subscription period (or, if the Company opts for a Public Offering, within 20 working days from the closing date of the Public Offering period). If this condition is not met or if the Company decides not to waive it, the Resolution will not be effective and the process for liquidating the shares subject to withdrawal will be interrupted (and, consequently, the same shares will be released from the aforementioned restriction of unavailability).

The Company will inform about the fulfilment or not of the aforementioned condition (or, in case of non-fulfilment, of any waiver) by means of a notice published on the Company's website (www.gruppoascopiave.it) pursuant to the terms and procedures set out in the law.

The methods and terms of the liquidation procedure (including, among other things, the number of ordinary shares for which the right of withdrawal has been exercised, details on the Right of subscription and Right of first refusal and any Public Offering) will be communicated according to the methods and deadlines envisaged by current legislation and published on the Company website www.gruppoascopiave.it.

Contact: Community Group Ascopiave Giuliano Pasini Tel. +39 0438 / 980098

Auro Palomba Roberto Zava - Media Relator Tel. +39 0422 / 416111 Mob. +39 335 / 1852403 Mob. +39 335 / 6085019 Giacomo Bignucolo – Investor Relator Mob. +39 335 / 1311193

Pieve di Soligo, 4th June 2020