BENI STABILI SPA Beni Stabili Siiq. Call AGM 6 April 2017

Transparency directive : regulatory news

06/03/2017 11:23

Beni Stabili S.p.A. SIIQ
Registered office in Rome, via Piemonte 38
Authorized share capital Euro 287,922,232.60
Subscribed and paid in share capital Euro 226,959,280.30
Tax Code and Rome Companies' Register number 00380210302
VAT no. 04962831006

                       CALL OF THE SHAREHOLDERS' MEETING

The Shareholders of Beni Stabili S.p.A. SIIQ are called to the Shareholders'
Meeting at the Auditorium of Beni Stabili S.p.A. SIIQ in Milan, Via Carlo
Ottavio Cornaggia 8, ("Beni Stabili" or the "Company") on single call, on 6
April 2017 at 11:00 a.m., to discuss and decide on the following

                                    AGENDA

Ordinary Part

1. Financial statements as of 31 December 2016 and related Board of Directors'
   Management Report. Board of Statutory Auditors' Report on the financial year
   closed on 31 December 2016. Dividend distribution to shareholders.
   Resolutions pertaining thereto and resulting therefrom.
2. Appointment of a Director. Resolutions pertaining thereto and resulting
   therefrom.
3. Proposal to authorise the purchase and sale of Company's shares pursuant to
   arts. 2357 and 2357-ter of the Italian Civil Code. Resolutions pertaining
   thereto and resulting therefrom.
4. Examination of the first section of the Remuneration Report. Resolutions
   pertaining thereto and resulting therefrom.

Extraordinary Part

1. Granting to the Board of Directors the authority to increase the equity
   capital, pursuant to art. 2443 of the Italian Civil Code, in one or more
   tranches, on a gratuitous basis and/or against payment, for a maximum amount
   not exceeding 25% of the nominal share capital of the Company by issuing new
   shares to offer assignees as an option. Resolutions pertaining thereto and
   resulting therefrom.

Participation in the Shareholders' Meeting

Entitlement to attend the Shareholders' Meeting and to exercise the voting
right is certified in a notice sent to the Company, pursuant to relevant law
and the Articles of Association, by authorised intermediaries in favour of the
interested parties, which must be received by the Company by the end of the
third trading day prior to the date scheduled for the Shareholders' Meeting or,
at the latest, before the start of discussion of items on the agenda indicated
in the notice of call. Note that the certification from the authorised
intermediaries is provided on the basis of records relating to the end of the
seventh trading day prior to the date scheduled for the Shareholders' Meeting,
i.e. by the end of the business day on 28 March 2017 (the so-called "record
date"). Those who are holders of shares only after that date shall not have the
right to attend or vote at the Shareholders' Meeting.

Every Shareholder may be represented by a third party, who does not need to be
a Shareholder, by written proxy in accordance with the means and terms
specified by law. To this purpose, a form to be used for granting the proxy and
be represented at the Shareholders' Meeting can be obtained from the authorised
intermediaries or from the Company's website. Those wishing to attend the
Shareholders' Meeting as Shareholders' representatives must submit the relevant
documentation at the time of their accreditation at the Shareholders' Meeting,
or by sending the documentation via the certified email address
benistabilispasiiq@legalmail.it. In accordance with the Articles of
Association, the Company does not make use of the option to appoint a
representative to which Shareholders may grant a proxy to exercise their voting
right.

Note that attendance to the Shareholders' Meeting via electronic means is not
envisaged, nor the option to exercise voting rights by correspondence or
electronically.

Additions to the Agenda and presentation of new proposed resolutions

Shareholders who, individually or collectively, represent at least one fortieth
of the share capital, may, within ten days of the publication of this notice of
call, request to make additions to the list of the items to be discussed,
indicating the additional items proposed in their application, or may submit
resolution proposals on items already on the agenda. The requests, together
with the certificate attesting ownership of the share, must be submitted in
writing, via recorded delivery letter, to the registered office of the Company,
addressed for the attention of the Corporate  Office, or sent to the certified
email address benistabilispasiiq@legalmail.it. Otherwise, each Shareholder with
voting rights may individually submit resolution proposals during the
Shareholders' Meeting. The additions to the agenda, or the request for further
resolution proposals on items already on the agenda, are communicated by the
Company to the public through the same ways prescribed for the publication of
the notice of call, at least fifteen days prior to the date scheduled for the
Shareholders' Meeting. The additional resolution proposals on items already on
the agenda are made available to the public in the same ways of the
documentation related to the Shareholders' Meeting and when the communication
to the public of the submission of such proposals is made. Addition to the list
of items to be discussed by the Shareholders' Meeting is not permitted for
topics on which, in accordance with the law, the Shareholders' Meeting resolves
upon proposal of the administrative body or on the basis of a project or report
prepared by it, except for those provided for by art. 125-ter, paragraph 1 of
Law Decree no. 58 of 24 February 1998 and subsequent amendments (the
"Consolidated Financial Act" or "CFA"). Shareholders requesting addition to the
agenda shall prepare a report indicating the reason for the proposed
resolutions on the new items which they propose to be discussed or the reason
relating to additional proposed resolutions presented on items already on the
agenda. The report must be delivered to the Board of Directors through the
methods indicated above and by the final deadline for the submission of the
relevant request. The Board of Directors will then disclose to the public the
report accompanied by any assessments eventually made by the Board of Directors
itself, when the disclosure of the additional items on the agenda or the
request for further resolution proposals on items already on the agenda is made
public, in the same ways envisaged for the documentation relating to the
Shareholders' Meeting.

Right to ask questions

Every Shareholder has the right to ask questions on matters indicated in the
agenda even before the Shareholders' Meeting, by submitting a written notice,
which must be received no later than 3 April 2017, to the registered office of
the Company, addressed for the attention of the Corporate Office, or via the
certified email address benistabilispasiiq@legalmail.it; the questions will be
answered during the Shareholders' Meeting and the Company reserves the right to
provide a single reply to questions with the same content.

Information for Shareholders

Note that the share capital is divided into 2,269,592,803 ordinary shares with
a nominal value of 0.10 euros each, and each ordinary share gives the right to
one vote at the Shareholders' Meeting. At the time of issue of this notice of
call, the Company directly holds 961,000 treasury shares, equal to 0.04% of
the share capital, on which the right to vote and right to receive profits are
suspended in accordance with the law.

Available Documentation

Documentation relating to items on the agenda will be disclosed to the public
by the deadlines envisaged under related applicable regulations, at the
Company's registered office at Via Piemonte 38, Rome, at the authorized central
dissemination and storage mechanism "1Info" (www.1info.it) and also at the
Company's website www.benistabili.it, where are also available the current
Articles of Association and any other documents required by law. Rome, 6 March
2017

Beni Stabili S.p.A. SIIQ
for the Board of Directors
The Chairman
(Enrico Laghi)

An extract of this notice has been published on "Il Sole 24 Ore" of 6 March
2017.

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BENI STABILI SPA Beni Stabili Siiq. Call AGM 6 April 2017

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