8 July 2024, 13:58
Start of the deadline for the exercise of the right of withdrawal by shareholders
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Saluzzo (CN), 8 July 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 on 5 July 2024 the resolution of the extraordinary shareholders’ meeting of last 20 June 2024 (the “Meeting“) was registered in the Cuneo Company Register which, inter alia, approved the amendments to Articles 6 , 11, 14, 16, 19 and 27 and the introduction of article 6-bis (the “Statutory Amendments“), in order to allow the faculty to issue multiple voting shares. The minutes of the Meeting are also available at the registered office in Saluzzo (CN) – 12037, Corso Luigi Einaudi 3, on the Company’s website www.eviso.ai (Investor Relations/Governance/Shareholders’ Meetings/Year 2024 section) and on the Borsa Italiana website www.borsaitaliana.it.
Please note that shareholders of eVISO who have not contributed to the approval of the Amendments to the Articles of Association, are entitled to exercise the right of withdrawal pursuant to article 2437, paragraph 1, lett. g) of the Civil Code (the “Right of Withdrawal“).
The liquidation value of the eVISO shares for which the Right of Withdrawal has been exercised has been determined in Euro 3.82 for each share (the “Withdrawal Value“), determined pursuant to art. 2437-ter, paragraph 2, of the Civil Code.
As resolved by the Shareholders’ Meeting, the Amendments to the Bylaws are suspensive subject to the failure to exercise the right of withdrawal for a number of shares with a total liquidation value to be paid by the Company not exceeding Euro 2,000,000 (the “Suspension Condition” and the “Maximum Disbursement“). It follows that also the requests for withdrawal made pursuant to article 2437, paragraph 1, letter g) of the Civil Code as well as the payment of the Withdrawal Value, will be suspensive subject to the fulfilment of the aforementioned Condition.
Taking into account that the minutes of the Assembly were registered on 5 July 2024, and on the same date it was communicated to the public with this press release – pursuant to the provisions of art. 2437-bis, paragraph 1, of the civil code – the Right of Withdrawal may therefore be exercised by those entitled, for all or part of their shares, only by registered letter (the “Declaration of Withdrawal“) to be sent to the Company pursuant to ‘art. 2437-bis of the civil code no later than fifteen days from today’s date, i.e. by 23 July 2024- (the “Deadline“), at the address Corso Luigi Einaudi, n. 3 – 12037, Saluzzo (CN), with subject: “Notice of Withdrawal”.
However, for the purposes of promptly carrying out the withdrawal procedure, where possible (and with the aim of facilitating the rights of withdrawing members), those entitled are recommended to advance the Declaration of Withdrawal by certified email to the address evisosrl@businesspec.it or by ordinary email to investor.relations@eviso.it.
The Declaration of Withdrawal must contain the following information:
- personal data, tax code, domicile (and, where possible, a telephone number and an e-mail address) for communications relating to the procedure;
- the number of shares for which the right of withdrawal is exercised;
- the details and details of the current account of the withdrawing shareholder to which the liquidation value of the shares must be credited; And
- the indication of the intermediary with whom the account on which the shares for which the right of withdrawal is exercised is registered, with the data relating to the aforementioned account
Without prejudice to the foregoing, we remind you that, in consideration of the dematerialisation regime for eVISO shares, the legitimation to exercise the right of withdrawal pursuant to article 2437 of the civil code is certified by a communication from the intermediary to the issuer, pursuant to art. 43 of the Single Provision on post trading of Consob and the Bank of Italy of 13 August 2018, as subsequently amended, containing, among other things, the regulation of centralized management activity (the “Single Provision“). Therefore, eVISO shareholders who intend to exercise the Right of Withdrawal must request their intermediary, under penalty of inadmissibility of the Declaration of Withdrawal, to send said communication (the “Communication“) to the Company at the address above within the Deadline. of Decadence.
Therefore, eVISO shareholders who intend to exercise the Right of Withdrawal must request their intermediary, under penalty of inadmissibility of the Declaration of Withdrawal, to send said communication to eVISO at the address above within the Expiration Deadline.
The intermediary’s communication must attest
- the uninterrupted ownership, by the withdrawing shareholder, of the eVISO shares in relation to which the right of withdrawal is exercised starting from the date of the extraordinary meeting that approves the statutory amendments described above, until the date of exercise of the right of withdrawal or, if later, until the date of issue of the communication;
- the absence of pledge or other restriction on the eVISO shares in relation to which the right of withdrawal is exercised; otherwise, as a condition for the admissibility of the Declaration of Withdrawal, the withdrawing shareholder must send to eVISO, within the Expiration Deadline, a specific declaration made by the pledgee, or by the person in whose favor there is another restriction on the shares, with which such person gives his/her irrevocable consent to the liquidation of the shares subject to the withdrawal in accordance with the instructions of the withdrawing shareholder.
Withdrawal Declarations sent after the Deadline or without the necessary information or not accompanied in time by the relevant declarations above will be inadmissible and, in any case, ineffective.
It is the responsibility of the withdrawing shareholders to ensure the correctness of the information contained in the Declaration of Withdrawal and to ensure that the same is sent to the Company within the Expiration Deadline, as indicated above, without the Company assuming any responsibility in this regard.
As required by the art. 2437-bis of the civil code and the regulatory provisions in force, the shares covered by the Communication will be made unavailable, by the intermediary itself, until their liquidation.
In the event that one or more shareholders exercise the Right of Withdrawal, the liquidation procedure will take place in accordance with the provisions of article 2437-quater of the civil code. The Company will communicate any relevant information in the manner established by the applicable legal and regulatory provisions and on the eviso.ai website.
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.
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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.