Ascopiave

Pre-Annual General Meeting Information • Jun 8, 2018

Informazione Regolamentata n. 0887-21-2018		Data/Ora Ricezione 08 Giugno 2018 21:42:04	MTA - Star
Societa'	:	ASCOPIAVE
Identificativo Informazione Regolamentata	:	105010
Nome utilizzatore	:	ASCOPIAVEN01 - Rossetto
Tipologia	:	2.2
Data/Ora Ricezione	:	08 Giugno 2018 21:42:04
Data/Ora Inizio Diffusione presunta	:	08 Giugno 2018 21:42:04
Oggetto	:	Announcement by Asco Holding S.p.A.
Testo del comunicato

Vedi allegato.

Announcement by Asco Holding S.p.A.

8 th June 2018 – Today, the Board of Directors of Asco Holding resolved to convene the Shareholders' meeting on 20th July 2018 on first call and on 23rd July 2018 on second call, in order to propose the adoption of some amendments to the current articles of association, aimed at ensuring greater governance cohesion and stability. Any shareholders of Asco Holding who do not participate in the adoption of the Shareholders' Meeting resolution for the approval of the new articles of association (because they oppose, are absent or abstain), may exercise the right of withdrawal pursuant to the Italian Civil Code, for all or part of their shares, within the fifteenth day subsequent to the registration of the Shareholders' resolution in the Register of Companies, since the amendments to the articles of association proposed by the Board of Directors include, inter alia, the introduction of restrictions on the transfer of shares. The methods for paying the liquidation value to the withdrawing shareholders include: (i) the attribution of shares in the subsidiary Ascopiave, up to a maximum limit of 27,000,000 shares, representing 11.52% of Ascopiave's share capital, so that Asco Holding will in any case retain more than 50% of Ascopiave's share capital; and (ii) the use of cash resulting from an extraordinary dividend (the company plans to ask Ascopiave to distribute such dividend, by means of a formal request to convene the Shareholders' Meeting), up to a maximum amount of Euro 77 million, subject to the approval of the amendments to the articles of association by the Shareholders' Meeting of Asco Holding.

The resolution approving the new articles of association shall be considered revoked if a number of shareholders above a certain threshold exercise the right of withdrawal or if the distribution of the aforementioned extraordinary dividend is not approved by the Shareholders' Meeting of Ascopiave.

The withdrawal procedure is to expire by the end of October 2018.