20 June 2024, 17:00
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Saluzzo (CN), 20 June 2024 – eVISO S.p.A. (simbolo: EVISO) – COMMOD-TECH company, listed on the EGM, with a proprietary artificial intelligence infrastructure that operates in the raw materials sector (electricity, gas, apples) – announces that the Extraordinary Shareholders’ Meeting of eVISO S.p.A. met today, on first call. (“eVISO” or the “Company”).
INTRODUCTION OF THE C.D. MULTIPLE VOTING AND CONSEQUENT AMENDMENT OF ARTICLES 6, 11, 14, 16, 19 AND 27 AND INTRODUCTION OF THE NEW ART. 6-BIS OF THE COMPANY’S BYLAWS
The Extraordinary Shareholders’ Meeting approved the amendments to articles 6, 11, 14, 16, 19 and 27 and the introduction of article 6-bis, in order to allow the faculty to issue multiple voting shares.
The Shareholders of the Company will have the right to request, by 15 September 2024, the assignment in their favor of multiple voting shares (each granting ten votes in relation to all meeting topics, whether they fall within the competence of the ordinary meeting or of the extraordinary meeting) through the conversion of a part of their ordinary shares within the limit of no. 15 Multiple Voting Shares for each n. 100 ordinary shares held, which have been held continuously from today until September 1, 2024 and subject to their effective possession on the effective conversion date.
For further information regarding the statutory amendments, in particular the procedure for requesting the conversion of ordinary shares into multiple voting shares, please refer to the explanatory report prepared by the Board of Directors available at the registered office of the Company, as well as on the website of the Company eviso.ai, Investor Relations/Governance/Shareholders’ Meetings section.
It is also remembered that the resolution to amend the bylaws aimed at allowing the faculty to issue multiple voting shares constitutes a statutory amendment concerning the voting or participation rights referred to in the art. 2437, paragraph 1, letter. g), of the civil code.
Shareholders of the Company who did not participate in the resolution approving the aforementioned statutory amendments will be entitled to the right of withdrawal, for all or part of the relevant shares, pursuant to article 2437, letter. g), of the civil code.
The terms for exercising the right of withdrawal and for carrying out the liquidation procedure pursuant to art. 2437-quater of the civil code will be made known through a specific press release issued pursuant to the applicable legislation following the registration of the resolution relating to today’s meeting in the competent company register. For further information regarding the methods for exercising the right of withdrawal, please refer to the report on the withdrawal value prepared by the Board of Directors available at the registered office of the Company, as well as on the Company’s website eviso.ai, Investor Relations section/ Governance/Shareholders’ meetings.
Shareholders who exercise the right of withdrawal will be paid a cash consideration equal to Euro 3.82 for each share (the “Withdrawal Value“), determined pursuant to art. 2437-ter, paragraph 2, of the civil code.
The statutory amendments relating to the introduction of multiple voting are conditional precedent to the failure to exercise the right of withdrawal for a number of shares which entails an overall liquidation value borne by the Company not exceeding Euro 2,000,0000 (the “Condition“).
It follows that also the withdrawal requests presented pursuant to article 2437, paragraph 1, letter g) of the civil code as well as the payment of the Withdrawal Value, will be conditional on the fulfilment of the aforementioned Condition.
AMENDMENT OF ARTICLES 17 AND 22 OF THE COMPANY’S BYLAWS
The Extraordinary Shareholders’ Meeting approved the modification of articles 17 and 22 aimed at providing that participation in the Meeting and the exercise of voting rights can take place, as may be established from time to time by the Board of Directors in the notice of convocation of each Assembly, exclusively through the representative designated by the Company, in compliance with the provisions of Law no. 5 March 2024. 21 (so-called “Capital Law”).
AMENDMENT OF ARTICLE 29 OF THE COMPANY’S BYLAWS
The Extraordinary Shareholders’ Meeting approved the amendment to article 29 aimed at introducing the so-called “casting vote” of the President, i.e. the prevalence of the vote of the President of the Board of Directors in the event of a tie in the resolutions of the administrative body.
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This press release is available in the Investor Relations section of the website www.eviso.ai.
For the transmission of Regulated Information, the Company uses the EMARKET SDIR dissemination system available at www.emarketstorage.com, managed by Teleborsa S.r.l. – with headquarters Piazza di Priscilla, 4 – Rome – following the authorization and CONSOB resolutions n. 22517 and 22518 of 23 November 2022.