Italmobiliare S.p.A. (“Italmobiliare” or the “Company”) hereby communicates that the resolutions of the Extraordinary General Shareholders’ Meeting and the Special Saving Shareholders’ Meeting of the Company, which approved, on 4 August 2016, the proposal of extraordinary privileged dividend to savings shareholders (the “Extraordinary Privileged Dividend”) and mandatory conversion of the savings shares of the Company into ordinary shares (the “Mandatory Conversion”), have been registered with the Companies Register of Milan, pursuant to Article 2437-bis of the Italian Civil Code, on 10 August 2016
Starting from the date of registration of 10 August 2016 (the “Date of Registration”), the ordinary and savings shareholders who did not take part in the approval of the Extraordinary Privileged Dividend and Mandatory Conversion resolution (respectively, in the Extraordinary Shareholders’ Meeting and in the Special Shareholders’ Meeting), are entitled to exercise the right of withdrawal according to Article 2437, paragraph 1, letter (g), of the Italian Civil Code
The right of withdrawal will be also granted to any person on whose behalf shares are registered after the term of the accounting day of the seventh market business day prior to the date established for the meeting (Extraordinary Shareholders’ Meeting or Special Shareholders’ Meeting, as the case may be) and prior to opening of the shareholders’ meeting
Pursuant to Article 2437-ter of the Italian Civil Code, the liquidation value of the shares for which the right of withdrawal will be exercised is equal to (a) Euro 26.64 for each savings share, and (b) Euro 36.51 for each ordinary share.
The savings shareholders who exercise the withdrawal right will not be entitled to any Extraordinary Privileged Dividend.
It should be noted that the implementation of the resolution of Extraordinary Privileged Dividend and of Mandatory Conversion will be subject to the aggregate amount to be paid by the Company, pursuant to Article 2437‐quater of the Italian Civil Code, in relation to the possible exercise of withdrawal right, does not exceed euro 30 million for each class of shares (the “Maximum Amount Condition”). The Maximum Amount Condition has been established in the exclusive interest of the Company, which shall have the right to waive it. As a consequence, if in connection with the possible exercise of the right of withdrawal (i) the Maximum Amount Condition for both classes of shares is not fulfilled and the Company does not waive it for both classes of shares, or (ii) the Maximum Amount Condition is not fulfilled in respect of one class of shares only and the Company does not waive it, the Extraordinary Privileged Dividend and Mandatory Conversion resolution will not be implemented and, therefore, the Withdrawal Statements (as defined below) will be definitely ineffective. The Company will notify the fulfillment or non‐fulfillment of the Maximum Amount Condition and, in such case, the possible waiver of the condition itself, by means of a press release, as well as a notice published on a national daily newspaper and on the website of the Company at www.italmobiliare.it, under the “Investor/Extraordinary Transactions/Mandatory Conversion of Saving Shares – 2016” section within 5 business days from the end of the option offer pursuant 2 to Article 2437‐quater, paragraph 2, of the Italian Civil Code or the end of the possible placement pursuant to Article 2437‐quater, paragraph 5, of the Italian Civil Code.