Immobiliare Grande Distribuzione SIIQ S p A : Ordinary Annual General Meeting 2020

11 June 202010:54

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Ordinary Annual General Meeting 2020

During IGD SIIQ S.p.A.'s Annual General Meeting, that met today in ordinary session, shareholders:

1. Approved the separate financial statements as at 31 December 2019, as well as the consolidated financial statements as at 31 December 2019, which close with rental income of €155.3 million (+2.3%), Fund From Operations (FFO) of €83.3 million (+4.5%), core business EBITDA of €125.2 million (+10.1%) and a Group net profit of €12.6 million.

2. Approved the payment of a dividend equal to € 0.228152 per share, payable as from 22 July 2020 with shares going ex-div on 20 July 2020.

3.1 Approved the first section of the 'Report on Remuneration and Compensation Paid'.

3.2 Approved the second section of the 'Report on Remuneration and Compensation Paid'.

4. Resolved to revoke the prior authorization for the purchase of treasury shares approved during the Ordinary Annual General Meeting held on 10 April 2019.

Bologna, 11 June2020. Today the Ordinary Annual General Meeting of IGD - Immobiliare Grande Distribuzione SIIQ S.p.A., ('IGD' or the 'Company'), met in first call, in a meeting chaired by Elio Gasperoni.

Separate and consolidated financial statements as at 31 December 2019, dividend distribution.

During the Ordinary Annual General Meeting IGD's shareholders approved the 2019 financial statements of IGD SIIQ S.p.A., as presented during the Board of Directors meeting held on 27 February 2020, which close with a net profit of €9,470,568 million, andalso resolved to pay a dividend of €0.228152 50 per share. The dividend will be payable as from 22 July 2020with shares going ex-div on 20 July 2020(detachment of coupon n. 4). In accordance with Art. 83-terdecies of Legislative Decree n.58 of 24 February 1998, the shareholders of IGD at 21 July 2020 (record date) as per the records of the intermediary, pursuant to Art. 83-quater, par. 3 of Legislative Decree n.58 of 24 February 1998, will be entitled to receive the dividend.

The total dividend payable on the 110,232,654 ordinary shares of IGD outstanding at 7 May 2020, net of treasury shares held by the company at the same date, amounts to €25,149,800.48to be taken from:

• for €5,578,654.15, distributable income generated entirely by exempt operations;
• for €19,571,146.33, utilization of the reserve for retained earnings from exempt operations;

The earnings distributed from exempt operations totals €25,149,800.48 or €0.228152per share.

During today's Ordinary Annual General Meeting IGD Group's consolidated financial statements for FY 2019 were also presented. The IGD Group's rental income amounted to €155.3 million at 31 December 2019,an increase of 2.3% against 2018. Core business EBITDA amounted to €125.2 million (an increase of 2.3% against 31 December 2018) and the core business EBITDA margin came in at 77.5%. The Group's portion of net profit amounted to €12.6 million, lower than in 2018. Funds from Operations ('FFO') reached €83.3 million at 31 December 2019,an increase of 4.5% with respect to 2018. The IGD Group's net debt amounted to €1,162.6 million, showing a slight increase with respect to December 2018. The average cost of debt, however, was lower coming in at 2.35% versus 2.65% in 2018. Based on CB Richard Ellis's, Reag's, Cushman & Wakefield's and JLL's independent appraisals, the market value of the IGD Group's real estate portfolio reached €2,381.41 million, down 1.27% against 31 December 2018.

Report on Remuneration and Compensation Paid in accordance with art. 123-ter, paragraphs 3-terand6, of Legislative Decree58/98

During the Ordinary Annual General Meeting shareholders approved the first section of the 'Report on Remuneration and the Compensation Paid' in accordance with Art. 123-ter, paragraphs 3-bisand 3-ter, of TUF. The first section describes the Company's policy with respect to the compensation of the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities for 2020, as well as the procedures used to adopt and implement this policy. This section, pursuant to Art. 123-ter, paragraphs 3-bisand 3-ter, of TUF, as introduced in Legislative Decree n. 49/2019, is subject to the binding resolution of the ordinary Shareholders' Meeting.

During the Ordinary Annual General Meeting shareholders also resolved in favor of the second section of the 'Report on Remuneration and the Compensation Paid' in accordance with Art. 123-ter, paragraph 6, of TUF. The second section contains information about the compensation paid to the members of the Board of Directors, the Board of Statutory Auditors and executives with strategic responsibilities (shown as an aggregate) in 2019. This section, pursuant to the new paragraph 6 of Art. 123-terTUF, introduced in Legislative Decree n. 49/2019, is subject to the non-binding resolution of the ordinary Shareholders' Meeting.

Purchase and disposal of treasury shares

During the Ordinary Annual General Meeting shareholders resolved to revoke the authorization granted by the Ordinary General Meeting on 10 April 2019 to buy treasury shares expiring on 10 October 2020. As announced previously, the Company has already suspended the purchase of treasury shares.

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