IRCE

Pre-Annual General Meeting Information • Mar 17, 2021

Informazione Regolamentata n. 0163-7-2021		Data/Ora Ricezione 17 Marzo 2021 16:33:40	MTA - Star
Societa'	:	IRCE
Identificativo Informazione Regolamentata	:	143676
Nome utilizzatore	:	IRCEN01 - CASADIO
Tipologia	:	1.1
Data/Ora Ricezione	:	17 Marzo 2021 16:33:40
Data/Ora Inizio Diffusione presunta	:	17 Marzo 2021 16:35:08
Oggetto	:	Notice of General Meeting
Testo del comunicato

Vedi allegato.

Headquarters in Imola (BO) – Via Lasie n.12/A Share capital € 14,626,560 F.P.,VAT n. 00707431201

NOTICE OF GENERAL MEETING

Our shareholders are called to participate in the General Meeting, which according to art.106, comma 2, D.L n.18/2020 will be hels at the Registered Office, exclusively by telecommunication with the first call on 29 April 2021 at 11,00 am, and on the second call, if necessary, on 3 May 2021 at the same time

AGENDA

• 1. Balance sheet as of 31/12/2020 and relative reports of the Board of Directors and Board of Auditors; consequential deliberation;
• 1. Presentation of the consolidated balance sheet as of 31/12/2020;
• 1. Proposal of authorization to the purchase and hold of own shares, how to purchase and to sale.
• 1. Report on remuneration:
• examination of Section I (i.e. remuneration policy for the year 2021) resolution pursuant to Article 123-ter, paragraph 3 bis, of Legislative Decree 24/02/98 no. 58
• examination of Section II (i.e. remuneration paid in the year 2020) resolution pursuant to Article 123-ter, paragraph 6, of Legislative Decree 24/02/98 no. 58

SHARE CAPITAL AND VOTING RIGHTS – The company's share capital is 14,626,560 euros, represented by 28,128,000 general shares. Each general share represents one vote in General and Extraordinary Company Meetings. To date, the Company holds 1.546.988 of its own shares representing 5,5% of the total share capital. The company's vote is suspended, according to article 2357 ter of the civil code.

PARTICIPATION IN THE SHAREHOLDERS' MEETING

In relation to the measures adopted by the Italian Authorities to contain the emergency COVID-19, participation in the Shareholders' Meeting will only be possible by proxy to be conferred to the Representative Designated by the Company pursuant to article 135-undecies of the TUF or also by proxy and / or subdelegation pursuant to art. 135-novies of the TUF, in derogation from art. 135-undecies, paragraph 4, of the TUF, therefore the physical participation of the shareholders in the shareholders' meeting is excluded, as permitted by art. 106 of Law Decree 17 March 2020 n.18.

According to article 83-sexies of legislative Decree 58/1998 the right to participate in the Meeting and to exercise voting rights is conditional upon the Company receiving notice of the subject's right to vote by an intermediary. This must be in conformity with the intermediary's accounting records and balances recorded at the end of the seventh trading day prior to the date established for the first call of the Meeting; credit or debit recordings made to the account after the said term do not influence the right to exercise a vote in the Meeting. Those who become shareholders in the Company after this date will not have the right to participate and to vote at the Meeting. The company must receive the above-mentioned notice sent by the intermediary at least two working days prior to the first call of the Meeting. The right to participate and vote stands if notice is received by the Company after the aforesaid term, provided that it arrives by the opening of the meeting at the first call.

The participation in the meeting of all legitimate subjects (Designated Representative, Members of the Board of Directors, the Board of Statutory Auditors and appointed Secretary) will take place exclusively by telecommunication means that will guarantee the identification of the participants. The operating procedures with which participation in audio / videoconferencing will be possible will be communicated individually to each legitimated subject.

DESIGNATED REPRESENTATIVE AND DELEGATION PROCEDURE

For the Shareholders' Meeting referred to in this notice, the Company has appointed the Lawyer Stefania Salvini as Designated Representative, pursuant to art. 135-undecies of Legislative Decree 58/1998 (TUF). The proxy can be granted to the lawyer Stefania Salvini by registered mail with return receipt at Via Tinti 16, 40026 Imola (BO), or by certified e-mail message to the address avvstefaniasalvini@ordineavvocatibopec.it. The Company prepares a specific form which will be made available on the company's website www.irce.it. The proxy to the designated representative must contain voting instructions on all or some of the proposals on the agenda and must reach the aforementioned Representative by 27 April 2021 (second open market day preceding the date of the Shareholders' Meeting on first call). Within the aforementioned term, the proxy and the voting instructions can always be revoked in the same way as for the assignment. The proxy has effect only for proposals in relation to which voting instructions have been given. The aforementioned designated representative may also be given proxies and (or subdelegations pursuant to art. 135-novies of the TUF, in derogation of art. 135-undecies, paragraph 4, of the TUF.

QUESTIONS ON THE SUBJECTS ON THE AGENDA - Pursuant to Article 27-ter of Legislative Decree 58/1998, Shareholders can ask questions on the items on the agenda even before the Shareholders' Meeting by sending a registered letter with return receipt addressed to the Company's registered office or via certified e-mail to the address ircespa-pec@legalmail.it. The questions, accompanied by the personal data of the requesting shareholder and by the certification certifying the ownership of the participation, must be received by the Company by 10.00 am on the day before the date of the first call of the Shareholders' Meeting.

ADDING ITEMS TO THE AGENDA – Shareholders who, even together, represent at least 2.5% of the share capital, may request in writing to put items on the agenda no later than ten days from the publication of this notice, with respect to that provided by article 126-bis of Legislative Decree 58/1998 (TUF). The additional items proposed must be indicated on the request. The request must be sent to the Registered office by registered letter with return receipt, or by certified e-mail addressed to ircespa-pec@legalmail.it. A report relating to the proposed items to be treated must be delivered to the Board of Directors in the same manner. In accordance with article 126-bis, comma 3, of TUF, no items can be added to the agenda by Shareholders for topics proposed by Directos or on the basis of projects proposed by them, for which the Meeting is called to deliberate.

DOCUMENTATION – Documents relating to the Meeting will be made available at the Registered office, at the Borsa Italiana SpA (Italian Stock Market) and on the website www.irce.it, within the terms set by the applicable laws. The shareholders have the right to obtain a copy of the deposited documentation.

Any changes and / or additions to the information contained in the notice of meeting will be made available via the company website www.irce.it and in the other ways provided for by law.

This notice is also published on the company website and in the "Corriere della Sera" newspaper.

Imola, March 16, 2021

IRCE SPA