Milan, 13 March 2023 – Autogrill S.p.A. announces that it has received today from the shareholder Dufry AG a request for integration of the agenda for the Shareholders' Meeting, convened for 19 April 2023 in a single call to discuss and resolve, inter alia, upon the approval of the financial statements for the year ended 31 December 2022, as well as the appointment of the Board of Directors.
The shareholder Dufry AG requested, pursuant to art. 126-bis, paragraph 1, first sentence of Legislative Decree no. 58/1998, the inclusion of the following new item on the agenda:
“Waiver of liability action pursuant to Articles 2393 and 2407 of the Italian Civil Code against, respectively, the Directors and the Statutory Auditors in office prior to the completion of the transfer to Dufry AG of 193,730,675 ordinary shares of Autogrill S.p.A., representing approximately 50.3% of the Company’s share capital, which occurred on February 3, 2023. Related and consequent resolutions”.
More specifically, Dufry AG proposes to the Sharehlders’ Meeting to resolve to irrevocably waive, except for cases of wilful misconduct/fraud, the right to bring any action pursuant to Articles 2393 and 2407 of the Italian Civil Code against the Directors and the Statutory Auditors in office prior to February 3, 2023 in relation to the performance of their respective offices in the Company from the date of their appointments and until February 3, 2023.
Autogrill's Board of Directors will meet in the next few days to examine the request and will adopt the appropriate resolutions and make available to the public the explanatory report prepared by the shareholder Dufry AG, together with the supporting documentation, in accordance with the terms and modalities set forth by applicable legislation.