Milan, March 24, 2020 – Salini Impregilo S.p.A. informs that, due to the worsening of the epidemiological COVID-19 emergency, the Ordinary and Extraordinary Shareholders' Meeting, called for on March 11, 2020, will take place on May 4, 2020, in single call, instead of April 22, 2020, as previously communicated, with confirmation of the following     

 

AGENDA: 

Ordinary Part

1. Confirmation of the appointment of five directors co-opted by the Board of Directors, pursuant to Article 2386 of the Italian Civil Code and Art. 20 of the Bylaws. Inherent and consequent resolutions.

2. Financial statements as at December 31, 2019. Directors', Board of Statutory Auditors' and Independent Auditors’ Reports.   Presentation of the Consolidated Financial Statements as at December 31, 2019.  

• 2.1. Approval of the Financial Statements as at December 31, 2019.  
• 2.2. Resolutions concerning the destination of the profit for 2019

3. Appointment of the Board of Statutory Auditors for 2020 – 2021 – 2022.  

• 3.1. Appointment of three Statutory Auditors and two Alternates.    
• 3.2. Appointment of the Chairperson of the Board of Statutory Auditors.    
• 3.3. Resolution regarding the remuneration of the components of the Board of Statutory Auditors.  

4. Adoption of the incentive plan ‘Performance Shares Plan 2020-2022’ pursuant to Article 114-bis Legislative Decree. 58/1998. Inherent and consequent resolutions.  

5. Remuneration Report pursuant to Article 123-ter of Legislative Decree of February 24, 1998, no. 58.  5.1. 2020 Remuneration Policy. Inherent and consequent resolutions.  5.2. Report detailing the remunerations paid in 2019. Inherent and consequent resolutions. 

 

Extraordinary Part

1. Modification of Article 1 (Company Name) of the Bylaws. Inherent and consequent resolutions.

2. Changes to Articles 20 (Administration) and 30 (Board of Statutory Auditors) of the Bylaws to adjust to the new regulatory provisions regarding genre percentages. Inherent and consequent resolutions.

3. Conferment of a proxy to the Board of Directors pursuant to Article 2443 of the Italian Civil Code, to increase the share capital, inscindibly, through payment, even with the exclusion of the option right pursuant to Article. 2441, paragraph 5 (i.e. through the issue of new shares to offer subjects - like directors, collaborators and/or consultants - in relation to whom no subordination with the Company exists nor with its subsidiaries or controlling companies), 6 and/or paragraph 8 (i.e. by issuing new shares to offer to the Company's employees and/or to subsidiaries and/or controlling companies) of the Italian Civil Code and/or freely, pursuant to Article 2349 of the Italian Civil Code (i.e. through the issue of new shares to offer freely to the Company's employees and/or to its subsidiaries, using profits or profit reserves), serving remuneration plans based on financial instruments pursuant to Article 114-bis of Legislative Decree. of February 24, 1998, no. 58. Change to Article 7 of the Bylaws. Inherent and consequent resolutions.  

The ex-dividend date (May 18, 2020) dividend payment date (May 20, 2020, record date: May 19, 2020), remain the same, as communicated to the market on March 11, 2020. 

 

Please already note that, due to the impossibility, caused by the current scenario, of guaranteeing the physical presence of all Shareholders, the notice of call, pursuant to Article 106, paragraph 4, of the Italian Legislative Decree of March 17, 2020, no. 18, states that interventions in the Shareholders' Meeting of those having the right to vote, will be carried out without accessing the meeting rooms, and exclusively through the Shareholders' Delegate appointed by the Company as per ex Art. 135-undecies of Legislative Decree no. 58 of February 24, 1998 (“U.F.L.”).  

 

Please see the notice of call published on the Company's internet site, today, in the "Governance/Shareholders' Meeting" section, for all things not directly mentioned here. 

 

The reports for Shareholders and the further documentation made available from today are also available at the registered office, on the Company's institutional website and at the authorized storage 1Info (www.1info.it). These are to be considered valid even for the next Shareholders' Meeting.  The 2019 Annual Financial Report and the further documentation will be made available according to the deadlines and methods set by the Law.  

 

Due to what has been mentioned above, the financial calendar published on January 24, 2020 has changed and May 4, 2020, is now the Shareholders' Meeting date to approve the 2019 Annual Financial Statements, instead of the previous date of April 22, 2020.