Extraordinary General Meeting, 21 February 2018 (on single call)

 

 

Minutes of the General meeting dated 21 february 2018:

Minutes of General Meeting (Italian version) (PDF)
Attachment A (Italian version) (PDF)
Attachment B (Italian version) (PDF)

Summary results of voting:

Summary results of voting on agenda items (PDF)

Notice of General Meeting:

Notice of Extraordinary General Meeting dated 21 February 2018 (PDF)
Extract from the notice of call of the Extraordinary General Meeting published, pursuant to art. 125-bis, paragraph 1 of Legislative Decree 58 of 24 February 1998, on the Italian daily newspaper MF on 23 January 2018 – Italian version (PDF)

 

The holders of voting rights are hereby called to attend the Extraordinary General Meeting to be held at the Company’s registered office at Via Antonio Nibby, 20 in Rome at 11.00 am on 21 February 2018, on single call, to resolve on the following

 

Agenda and Documentation

  1. Extension of the term for the execution of the share capital increase approved by the Shareholders’ meeting held on 2 august 2017 serving the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. and consequent proposal to amend article 6 of the Company’s by-laws, as resulting from the by-laws’ amendments previously approved by the Shareholders’ meeting held on 2 august 2017. Proposal to amend articles 8 and 40 of the articles of association – as resulting from the by-laws’ amendments approved by the Shareholders’ meeting on august 2, 2017 – in order to re-determine the lock-up period of the special shares to be issued in support of the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. Related and consequent resolutions and delegation of powers.

    Directors’ report (PDF)

    Updated evaluation of the contributed assets, pursuant to Articles 2343- ter and 2440 ICC, issued by the independent expert (PWC) (PDF)

 

Documentation and Resolutions

The reports and proposed resolutions regarding the item on the Agenda are hereby made available within the terms provided for the laws and regulations in force, and in particular:

  • the BoD Report on the only item on Agenda (“Extension of the term for the execution of the share capital increase approved by the Shareholders’ meeting held on 2 august 2017 serving the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. and consequent proposal to amend article 6 of the Company’s by-laws, as resulting from the by-laws’ amendments previously approved by the Shareholders’ meeting held on 2 august 2017. Proposal to amend articles 8 and 40 of the articles of association – as resulting from the by-laws’ amendments approved by the Shareholders’ meeting on august 2, 2017 – in order to re-determine the lock-up period of the special shares to be issued in support of the voluntary public tender offer, in cash and shares, launched over Abertis Infraestructuras S.A. Related and consequent resolutions and delegation of powers”)
  • Updated evaluation of the contributed assets, pursuant to Articles 2343- ter and 2440 ICC, issued by the independent expert (PWC)