Verona, 23 March 2020. At Consob's request, notice is hereby given, with reference to the resolution of the Board of Directors taken on 20 March 2020, regarding the proposal to amend the Company's Articles of Association, also included in the press release publishes on the same date, that:
- (i) such proposal, approved unanimously by the present Directors with only one vote against (Mr. Alberto Minali), was drafted and formulated by the Board of Directors in complete autonomy and without any agreement or connection in any form with the 5 Members (Mr. Francesco Brioschi, Mr. Massimiliano Cagliero, Mr. Giuseppe Lovati Cottini, Credit Network & Finance spa, SH64 srl) who formulated their proposal for changes to the Articles of Association and that, for such purpose, called an extraordinary meeting pursuant to art. 2367 of the Italian Civil Code and art. 22.1 of the Articles of Association, first arranged for 6/7 March 2020 and then revoked by the Board of Directors for the known Covid-19 situation;
- (ii) the Board of Directors’ proposal is different and also divergent in terms of ratios and contents from that formulated by the five aforementioned Members, although, on some points, there are intersections and possible overlaps;
the Board of Directors has postponed any decision regarding the formalities and the methods of presentation and voting at the General Meeting to the time of the convocation of the same (i.e. as soon as the social-health situation will allow it) and therefore when the General meeting agenda will be formalised by also including the mentioned proposal, in compliance with the law and without prejudice to the right of the five aforementioned Members to submit their request, as formulated, to the General Meeting.