IT FOLLOWS THE NOTICE TO THE SHAREHOLDERS FOR THE SOLICITATION OF PROXIES UPDATED TOWARDS THE PREVIOUS ONE PUBLISHED ON 8 MARCH 2018, IN ORDER TO INCLUDE THE FOLLOWING CIRCUMSTANCES:
- ON 5 APRIL 2018, THE BOARD OF DIRECTORS OF ACSM-AGAM S.P.A. HAS REVOKED THE NOTICE OF CALL OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING CONVENED FOR 9 APRIL 2018 AT 15.00, AS TO THE FIRST CALL, AND, IF NECESSARY, ON 10 APRIL 2018 AT SAME TIME, AND HAS CALLED A NEW EXTRAORDINARY SHAREHOLDERS’ MEETING FOR 16 MAY 2018 AT 15.30, AS TO THE FIRST CALL, AND, IF NECESSARY, ON 17 MAY 2018 AT SAME TIME, HAVING THE SAME ITEM ON THE AGENDA; AND
- AS A CONSEQUENCE OF THE NEW CALL OF THE EXTRAORDINARY SHAREHOLDERS’MEETING, THE BOARD OF DIRECTORS HAS DETERMINED THE NEW LIQUIDATION VALUE OF THE WITHDRAWN SHARES TO BE PAID TO THE SHAREHOLDERS OF ACSM-AGAM WHO WILL NOT CONCUR TO THE APPROVAL OF THE INTEGRATION PROJECT, EQUAL TO EURO 2.33 PER SHARE.
THE CHANGES MADE TO THE TEXT OF THE NOTICE ARE UNDERLINED, BOLD AND ITALICS.
NOTICE TO THE SHAREHOLDERS OF ACSM-AGAM S.P.A.
Pursuant to article 136 of the Consob Regulation no. 11971/1999 as subsequently amended
* * *
Solicitation of proxies promoted by A2A S.p.A. and Lario Reti Holding S.p.A.
Party engaged to solicit and collect the proxies and to cast proxy votes in the Extraordinary Shareholders’ Meeting of ACSM-AGAM S.p.A.: Morrow Sodali S.p.A.
* * *
Introduction
This notice contains the main information related to the solicitation of proxies that A2A S.p.A. (“A2A”) and Lario Reti Holding S.p.A. (“LRH” and, together with A2A, the “Promoters”), in their role of Promoters, intend to carry out, pursuant to articles 136 et seq. of the Legislative Decree no. 58/1998 (the “Consolidated Financial Act”) and 135 et seq. of the Consob Regulation no. 11971/1999 (the “Issuers’ Regulation”), with reference to the Extraordinary Shareholders’ meeting of ACSM-AGAM S.p.A. (“ACSM-AGAM” or the “Issuer”), called at Monza, via A. Canova no. 3, on 16 May 2018 at 15.30, as to the first call, and, if necessary, on 17 May 2018 at same time and same place, as to the second call, (the “Extraordinary Shareholders’ Meeting”), with the procedures and within the terms set forth in the notice of call published, inter alia, on the Issuer’s web page www.acsmagam. it, in the Section “Governance/Assemblee”, on 5 April 2018.
This notice is transmitted simultaneously to Consob, Borsa Italiana S.p.A. and Monte Titoli S.p.A. and made available to the public on the website of ACSM-AGAM www.acsm-agam.it, on the website of A2A www.a2a.eu, on the website of LRH www.larioreti.it as well as on the website of the Appointed Representative www.sodalitransactions.com.
- Società
