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IGD - Immobiliare Grande Distribuzione — Proxy Solicitation & Information Statement 2026
Mar 16, 2026
4263_rns_2026-03-16_a21e5bbf-c00c-4c13-803a-501c469b1b3d.pdf
Proxy Solicitation & Information Statement
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| Informazione Regolamentata n. 0746-9-2026 | Data/Ora Inizio Diffusione 16 Marzo 2026 10:24:33 | Euronext Star Milan |
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Societa': IGD-SIIQ
Utenza - referente : IGDN01 - Zoia Roberto
Tipologia : REGEM
Data/Ora Ricezione : 16 Marzo 2026 10:24:33
Oggetto : Notice of call for Ordinary Annual General Meeting 16th April 2026
Testo del comunicato
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IGD SIIQ
IMMOBILIARE GRANDE DISTRIBUZIONE SOCIETÀ DI INVESTIMENTO IMMOBILIARE QUOTATA S.P.A.
Registered office in Bologna, Via Trattati Comunitari Europei 1957-2007, 13
Share capital subscribed and paid-in, € 650,000,000.00
Broken down into no. 110,341,903 ordinary shares
VAT and Bologna Company Register no: 00397420399
Bologna Chamber of Commerce (R.E.A.) no.: 458582
Company subject to the control and direction of Coop Alleanza 3.0 Soc. Coop.
NOTICE OF CALL FOR ORDINARY ANNUAL GENERAL MEETING
An Ordinary Shareholders’ Meeting of Immobiliare Grande Distribuzione Società di Investimento Immobiliare Quotata S.p.A. (abbreviated “IGD SIIQ S.p.A.”) is convened in Bologna (BO), Via Trattati Comunitari Europei 1957-2007, no. 13, on 16 April 2026, at 10:30 a.m., in first call and, if necessary, on 17 April 2026, in second call at the same time and place, as described below, to discuss and pass resolutions on the following
AGENDA
- Separate financial statements at 31.12.2025; Directors' Report on operations; External auditors' report; Report of the Board of Statutory Auditors; Presentation of the consolidated financial statements at 31.12.2025; related and consequent resolutions.
- Allocation of net earnings for the year and dividend distribution to the Shareholders; related and consequent resolutions.
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: First section: report on the remuneration policy. Binding resolution.
- Report on remuneration and compensation in accordance with Article 123-ter of Legislative Decree 58/98 and Article 84-quater of CONSOB Regulation no. 11971/99: Second section: report on compensation paid. Non-binding resolution.
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DEPARTMENT OF CERTIFIED
CONDUCT OF THE ANNUAL GENERAL MEETING
Pursuant to Article 13.4 of the Company’s Articles of Association, the Company established that the participation in the Annual General Meeting by the entitled parties can only take place through the representative appointed by the Company pursuant to Article 135-undecies.1 of Legislative Decree no. 58/98, identified in Computershare S.p.A., with registered office in via Lorenzo Mascheroni no. 19 – 20145 Milan (the “Appointed Representative”), as specified below.
ADDITIONAL MATTER AND NEW PROPOSALS FOR RESOLUTION ADDED TO THE AGENDA ON THE REQUEST OF SHAREHOLDERS REPRESENTING AT LEAST ONE FORTIETH OF THE SHARE CAPITAL
Pursuant to art. 126-bis, par. 1, first period, of Legislative Decree no. 58/98, Shareholders representing - also jointly - at least one fortieth (2.5%) of the share capital with voting rights may request, within ten days of the publication of this notice and therefore within 26 March 2026, that additional matter be added to the meeting’s agenda, indicating in the request the additional items proposed for discussion, or the proposed resolutions relating to items which are already part of the agenda as per this notice of call.
The requests for additional items and proposed resolutions must be submitted in writing by the Shareholders who wish to put forward the proposal, along with the notice issued by the intermediaries that keep the accounting records on which the shares are registered, attesting the ownership of the above mentioned percentage of the share capital, via e-mail to the certified email address [email protected]. By the above-mentioned ten-day deadline, the Shareholder submitting the request must provide a report about the items proposed for discussion or about additional proposed resolutions relating to matter which is already part of the agenda. Any additional items to the agenda may not include such matter as, by law, must be presented in the form of a motion from the Directors or discussed on the basis of a directors’ plan or report. The amended agenda for the Annual General Meeting or the proposed resolutions relating to items which are already part of the agenda will be published at least fifteen days prior to the date set for the AGM with the same publishing procedures as this notice of call.
INDIVIDUAL SUBMISSION OF NEW PROPOSALS FOR RESOLUTION
Since participation in the Annual General Meeting is allowed exclusively through the Appointed Representative, for the purpose of this Annual General Meeting only, the holders of a right to vote may individually submit to the Company their proposals for resolution on the items on the agenda by 1 April 2026 – in accordance with Article 126-bis, paragraph 1, third period, of Legislative Decree 58/98. Such proposals for resolution must be submitted in writing, together with information allowing for the identification of the person submitting them, to the Company’s certified email address [email protected]. Such proposals for resolution will be published by the Company on or before 3 April 2026 in the section of the website dedicated to this Annual General Meeting, and in the authorised eMarket Storage system managed by Teleborsa S.r.l., so that the holders
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of a right to vote can examine them and give their proxies and/or sub-proxies, with the relevant voting instructions, to the Appointed Representative Computershare S.p.A.
Please note that the Company reserves the right to verify the relevance of the proposals with respect to the items on the agenda, their completeness and compliance with applicable laws and regulations and the entitlement of the proposers, for the purposes of publication and for the correct holding of the meeting's proceedings.
PROCEDURES THAT SHAREHOLDERS MUST FOLLOW TO PARTICIPATE IN AND EXERCISE VOTING RIGHTS
ENTITLEMENT TO SPEAK AND PROXIES
Pursuant to Article 83-sexies of Legislative Decree n. 58/98 and Article 12.2 of the Corporate Articles of Association, right to speak at the Annual General Meeting and voting rights are subject to the reception by the Company of a notice issued by an authorized intermediary on the basis of its records, and in accordance with applicable laws and regulations, as of the end of the seventh trading session prior to the meeting in first call, i.e. 7 April 2026 (the record date). The said notices must be received by the Company by the end of the third trading session prior to the date on which the Annual General Meeting is convened in first call and, therefore, on or before 13 April 2026. Please note that the communication is sent to the Company by the intermediary upon request of the person entitled to the right.
Any disposals or transfers of the shares in such accounts after this date will not be taken into consideration for the purposes of the right to vote at the Annual General Meeting.
As indicated above, holders of voting rights who intend to participate in the Annual General Meeting may do so solely through a proxy granted to the Appointed Representative, in the manner detailed below.
The foregoing is without prejudice to the right to take part in and vote at the Annual General Meeting, but such right may only be exercised through the Appointed Representative, provided the above-mentioned notice is received by the Company before the start of the meeting's proceedings, even if after the end of the third trading session prior to the date on which the Annual General Meeting is convened in first call (13 April 2026).
No procedures for voting by correspondence or electronic means are currently in place.
The Appointed Representative is available for clarification or information at the telephone number: +39 02 46776821 - 14 or at the email address [email protected].
GRANTING OF A PROXY/SUB-PROXY TO THE APPOINTED REPRESENTATIVE
The Company appointed Computershare S.p.A., registered office in via Lorenzo Mascheroni no. 19, 20145 Milan - as the Appointed Representative pursuant to Article 135-undecies.1 of Legislative Decree 58/98. Therefore, Shareholders who wish to attend the Annual General Meeting may grant their proxy, at no extra cost (except for any shipping costs), directly to the Appointed Representative, with the relevant voting instructions on all or part of
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the proposals concerning the items on the agenda, by submitting the proxy form available on the Company's website: www.gruppoigd.it/en/ section “Governance – Shareholders’ Meeting” (link: https://www.gruppoigd.it/en/governance/shareholders-meeting/).
The proxy form, to be notified to the Company via the Appointed Representative together with the relevant voting instructions, a valid ID document and, as applicable, the documentation providing proof of signatory power, must be received within and no later than the end of the second trading session prior to the date set for the Annual General Meeting, i.e., no later than 14 April 2026 for the first call, and 15 April 2026 for the second call, as specified in the proxy form.
The proxy or sub-proxy and the relevant voting instructions may be revoked within the time period referred to above, i.e. by 14 April 2026 for the meeting on first call, and within 15 April 2026 for the meeting on second call, in the same manner as provided for the granting of the proxy.
Notwithstanding Article 135-undecies, paragraph 4, of the Consolidated Finance Act (TUF), proxies may also be granted to the Appointed Representative pursuant to Article 135-novies of the TUF, using the same form referred to above, which must be delivered to Computershare S.p.A. in the manner and within the deadlines indicated above. The proxy may be revoked likewise.
The proxy will be effective only for the proposals in relation to which voting instructions have been given.
The submission of the form in any manner other than mentioned therein will not ensure the correct conferral of the proxy to the Appointed Representative.
Attendance of the members of the corporate bodies, the Secretary and the Appointed Representative
Participation in the Annual General Meeting of the members of the corporate bodies, the Secretary in charge and the Appointed Representative may also, exclusively, take place by means of video/tele communication, in the manner individually communicated to each of them, in accordance with the applicable provisions.
RIGHT TO ASK QUESTIONS
Pursuant to Article 127-ter of Legislative Decree 58/98, those who are entitled to vote, and for whom the Company has received the notice from the intermediary authorized in accordance with applicable regulations, may submit questions regarding the items on the agenda prior to the AGM, by sending their questions via certified email to the address [email protected]. Shareholders submitting questions must provide adequate identification as well as appropriate documentation proving their entitlement to the exercise of voting rights, issued by the depository intermediary or, failing that, the references of the notice issued by the intermediary and its indications and details. The Company must receive the questions within the seventh trading session prior to the AGM in first call, i.e. by 7 April 2026. Questions will be replied to by 13 April 2026, pursuant to Article 127-ter, paragraph 1-bis and 135-undecies.1, paragraph 3 of Legislative Decree 58/98, through publication on the Company's website, in the section reserved to the Annual General Meeting at the following link:
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https://www.gruppoigd.it/en/governance/shareholders-meeting/. The Company may reply with a single answer to questions on the same content. A reply is not due when the requested information is already available in the «Q&A» section of the Company's website in the AGM section at the following link: https://www.gruppoigd.it/en/governance/shareholders-meeting/, or concerns matters on which no resolutions will be passed by the AGM.
DOCUMENTATION
The documentation regarding the AGM is available to the public on the Company's website https://www.gruppoigd.it/en/, section Governance – Shareholders’ Meeting (link: https://www.gruppoigd.it/en/governance/shareholders-meeting/), as well as on the authorized eMarket Storage system available at managed by Teleborsa S.r.l., and as otherwise provided for by the law.
The full documentation concerning the AGM is also available at the Company's registered office.
Pursuant to Article 125-bis of the TUF, this notice is published in abstract form in the newspaper Sole 24 Ore on 16 March 2026.
On behalf of the Board of Directors
The Chairman
Signed: Antonio Rizzi
Bologna, 16 March 2026
| Fine Comunicato n.0746-9-2026 | Numero di Pagine: 7 |
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