Genoa, 15 April 2024 – EdiliziAcrobatica S.p.A. (the “Company“) announces that the notice of call of the Ordinary and Extraordinary Shareholders’ Meeting has been published on 13 April 2024 in the Official Gazette Part II no. 44 of 13/04/2024.
The Shareholders’ Meeting is convened in ordinary and extraordinary session for 29 April 2024 at 5.00 pm, on first call, at the administrative headquarters of the Company in Genoa, Viale Brigate Partigiane n. 18, and, where necessary, on 30 April 2024, on second call, same time and place, to discuss and decide on the following
AGENDA:
Ordinary part:
(1) Examination and approval of the financial statements of EdiliziAcrobatica S.p.A. closed on 31 December 2023, including the Board of Directors’ report on operations, the report of the Board of Statutory Auditors and the report of the independent auditors; presentation of the consolidated financial statements as at 31 December 2023; inherent and consequent resolutions;
(2) Resolutions relating to the allocation of the profit for the financial year 2023; related and consequent resolutions;
(3) Modification of the duration of the current audit assignment entrusted to Deloitte & Touche S.p.A.; related and consequent resolutions;
(4) Proposal of confirmation as director of Fortunato Seminara, already appointed by co-optation pursuant to Article 2386 of the Italian Civil Code, by resolution of the Board of Directors of 9 October 2023; related and consequent resolutions;
(5) Proposal for the confirmation as Director and Chairman of Riccardo Banfo, already appointed by co-optation pursuant to Article 2386 of the Italian Civil Code, by resolution of the Board of Directors of 3 April 2024; related and consequent resolutions;
(6) Authorization pursuant to and for the purposes of articles 2357 et seq. of the civil code upon purchase and subsequent purchase disposal of treasury shares, subject to revocation of the previous authorisation granted on 26 April 2023 for the portion not executed; related and consequent resolutions;
(7) Integration of the Board of Statutory Auditors pursuant to Article 2401 of the Civil Code:
(7.1) appointment of a Chairman and a standing auditor;
(7.2) appointment of an alternate auditor;
Extraordinary part:
(1) Amendments to the current text of the Articles of Association following the amendments made to the Euronext Growth Milan Issuers’ Regulation on the evaluation of the existence of the requirements for independent directors as set forth in Notice No. 43747 of Borsa Italiana S.p.A.; amendment of Article 15 of the Articles of Association; related and consequent resolutions.
***
COMPOSITION OF THE SHARE CAPITAL
The subscribed and paid-up share capital of EdiliziAcrobatica SpA is equal to Euro 839,876.5, represented by n. 8,398,765 shares, without par value. As of the date of this notice, the Company holds n. 27,190 treasury shares in portfolio.
It should be noted that, pursuant to what was disclosed to the market on 11 April 2024, inter alia, on 10 April 2024 the Company filed with the Companies’ Register of Milano Monza Brianza Lodi the change in Share capital following the execution of the share capital increase in relation to the allocation of the third and final tranche of 81,540 newly issued shares under the third cycle of the 2021-2023 Stock Grant Plan.
PARTICIPATION IN THE ASSEMBLY
Pursuant to article 83-sexies of Legislative Decree. n. 58/1998 (the “TUF”), the legitimation to participate and exercise the right to vote at the meeting belongs to the shareholders for whom it has been received by the Company, by the end of the third open market day preceding the date set for the meeting (i.e. on 24 April 2024), the specific communication issued by the authorized intermediary which, on the basis of their accounting records, certifies their legitimacy. The right to participate and vote remains valid if such communication is received by the Company after the deadline indicated above, provided that it is received by the start of the meeting’s work on the individual call.
The intermediary’s communication is carried out by the same on the basis of the evidence in the accounts relating to the end of the accounting day of the seventh open market day (so-called “record date”) preceding the date set for the meeting (i.e. 18 April 2024). Credit or debit entries made on the accounts after this deadline are not relevant for the purposes of legitimation to exercise the right to vote at the meeting.
ORGANIZATIONAL ASPECTS AND REPRESENTATION IN THE MEETING
Pursuant to art. 106 of Legislative Decree 17 March 2020, n. 18, converted into law with amendments by Law 24 April 2020, n. 27, whose effectiveness was lastly extended by Law 14 March 2023 (“Capital Law”), the participation in the meeting by those who have the right to vote will take place exclusively with remote participation methods through telecommunication means (video-conferencing), at the contact details that will be provided to all the subjects legitimated in various capacities to participate in the Meeting (President, Notary Public, members of the Board of Directors and the Board of Statutory Auditors and registered Members) or authorized to participate by the President (e.g. employees and collaborators of the Company).
In order to receive the access codes to the Company’s platform for participation in the meeting via video conference, each Shareholder must send the Company via email (i) a copy of the certificate of participation in the meeting issued by their intermediary certifying , based on the evidence resulting from the accounting records relating to the end of the record date (24 April 2024), the legitimation to participate in the meeting (the “Certificate”) as well as (ii) a copy of the identity document (ID identity or passport) of the Shareholder. In the case of a legal person Shareholder, in addition to the Certificate, (i) a copy of the identity document (identity card or passport) of the legal representative or of the person with the relevant powers for the participation in the meeting as well as (ii) copy of the documentation certifying the legal representation or the conferment of the aforementioned powers on the participating subject.
The documentation required for participation must be sent by email to ediliziacrobaticaspa@pec.it by 6.00 pm on the day before the date of first call of the meeting, in order to allow the Company to authorize the relevant participations.
It is specified that the Company will communicate the access codes to the platform for participation in the meeting via video conference only after verification of the legitimacy of participation carried out on the basis of the documentation to be sent according to the methods set out above. Otherwise, connection and participation in the meeting will not be permitted.
Without prejudice to the methods of participation by means of telecommunications, each shareholder who has the right to participate in the meeting may be represented, pursuant to the law and article 14 of the Company’s statute, by written proxy, in compliance with the provisions of the article 2372 of the civil code, with the right to sign the proxy form available on the Company’s website at: www.acrobaticagroup.com, in the “Investors” section. The proxy can be sent to the Company by sending a registered letter with return receipt to EdiliziAcrobatica SpA, viale Brigate Partigiane n. 18, 16129, Genoa, or by electronic notification to the Certified Mail address ediliziacrobaticaspa@pec.it.
To exercise the right to add to the agenda and the right to ask questions before the meeting, provided for in article 13 of the company statute, please refer to the text of the statute itself published on the company website at www.acrobaticagroup.com, in the “Investors” section.
SUBMISSION OF ANY ALTERNATIVE CANDIDATURES FOR THE INTEGRATION OF THE BOARD OF DIRECTORS
Shareholders’ attention is drawn to the need to submit their proposals, alternative to those formulated by the Board of Directors, regarding the formulation of possible candidates regarding the integration of the Board of Directors well in advance of the date of the Shareholders’ Meeting, and therefore to send their proposals regarding the integration of the Board of Directors to the Company no later than the 7th (seventh) day prior to the date of the Shareholders’ Meeting by sending them, alternatively, by registered mail to EdiliziAcrobatica S.p.A, viale Brigate Partigiane no. 18, 16129, Genoa, or by electronic notification to the Certified Mail address ediliziacrobaticaspa@pec.it. In all cases, the above-mentioned proposals must be accompanied by: (i) a professional curriculum vitae of the candidate(s) as well as (ii) a declaration in which the candidate(s) accept(s) the candidature and certify, under their own responsibility, the non-existence of any cause of incompatibility and ineligibility, as well as the existence of the requirements prescribed by the laws in force to hold the office of Director.
INTEGRATION OF THE BOARD OF AUDITORS
Shareholders’ attention is drawn to the need to submit their proposals regarding the integration of the Board of Statutory Auditors well in advance of the date of the Shareholders’ Meeting, and therefore to send their proposals regarding the integration of the Board of Statutory Auditors to the Company no later than the 7th (seventh) day prior to the date of the Shareholders’ Meeting by sending them, alternatively, by registered mail to EdiliziAcrobatica S.p.A, viale Brigate Partigiane no. 18, 16129, Genoa, or by electronic notification to the Certified Mail address ediliziacrobaticaspa@pec.it.
DOCUMENTATION
The documentation relating to the items on the agenda, required by current legislation, will be made available to the public within the terms of the law, at the registered office and on the Company’s website, www.acrobaticagroup.com, in the “Investors” section .
This notice is also published on the Company’s website.
