The ordinary and savings shareholders' meetings Pirelli yesterday they gave the green light to the project merger by incorporation of the parent company Marco Polo Industrial holding in the society.
In light of the envisaged merger, Pirelli shareholders other than Marco Polo Industrial Holding, holders of Pirelli savings shares (or, after the effectiveness of the mandatory conversion, holders of Pirelli special shares) will keep the shares held. The number of treasury shares in Pirelli's portfolio – 351.590 ordinary shares 408.342 savings shares (or special shares if the mandatory conversion has already taken effect) – will also remain unchanged. There are no cash settlements. The merger is expected to be completed within the first half of 2016.
Furthermore, the ordinary shareholders' meeting of Pirelli confirmed the office of councilors Ren Jianxin, Yang Xingqiang, Bai Xinping, Ze'ev Goldberg, Tao Haisu, Wang Dan and Zhang Junfang, all of whom were previously co-opted by the Board after ChemChina became a shareholder.
The new directors, according to what was communicated by the group, will expire together with the Board currently in office and, therefore, on the date of the meeting called for the approval of the financial statements as at 31 December 2016. Tao Haisu and Zhang Junfang have declared their suitability to qualify as independent.
The meeting then approved, in extraordinary session, the proposal of mandatory conversion of savings shares outstanding in newly issued unlisted special category shares without voting rights, according to the conversion ratio of 1 special share for each savings share, without adjustment.
The extraordinary meeting also approved the proposal to adopt the new text of the by-laws. The mandatory conversion and the adoption of the new articles of association were also approved by the special meeting of savings shareholders of Pirelli.
