- Proposal for conferring the proxy to increase the share capital, to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code
- Proposal to modify the company Bylaws.
- Convocation of an Extraordinary Meeting
Milan, September 3, 2019 - The Board of Directors of Salini Impregilo S.p.A. (“Salini Impregilo” or the “Company”), met today, resolving that the Extraordinary Shareholders' Meeting which will be called on October 4, 2019, will have to resolve on:
- confering a proxy to the Board of Directors, pursuant to Article 2443 of the Italian Civil Code, to increase the share capital, indivisibly and through payment, for an overall amount of €600 million, with the exclusion of the option right and to be offered for signing exclusively to qualified investors, pursuant to Article 2441, paragraph 5, of the Italian Civil Code and to Salini Costruttori ("Proxy");
- the approval of the changes to the Bylaws, linked and consequent to the abovementioned, and the further moments reflecting the agreements between Salini Costruttori, Salini Impregilo and CDP Equity, with regard to the corporate governance of Salini Impregilo, directed at improving the attainment of the objectives concerning “Progetto Italia”, according to what has been communicated to the market on August 2, 2019, and subsequently, according to what has been set regarding Shareholders’ Agreements, pursuant to article 122 of Italian Legislative Decree 58/1998, on August 7, 2019.
These proposals are part of the larger context of the project to strengthen the Italian large infrastructure sector, called "Progetto Italia", which is part of the Company's larger Industrial Plan, concerning the 2019-2021 three-year period, in which the Company is foreseen to play a central role. In particular, it is to be noted in this regard that the presentation of an offer to acquire the share quota to control Astaldi S.p.A. also was made, following which said company, on August 5, 2019, was admitted to the procedure of preventive agreement in direct corporate continuity.
The notice of call of the Meeting, with the relevant agenda, will be made available to the public at the registered headquarters, on the corporate site www.salini-impregilo.com, in the “Governance/Mandatory notices” and “Governance/Shareholders' Meeting sections, and on the authorised storage system www.1info.it. This notice of call will be also published in the “Il Sole24ore”.
The explanatory reports of the Board of Directors pursuant to Article 125-ter of Italian Legislative Decree 58/1998 will be made available to the public according to the procedures and timings set by the Law.