Buzzi Unicem proposes mandatory conversion of saving shares into ordinary shares

Buzzi Unicem has announced its intention to convert savings shares into ordinary shares to streamline and simplifying the capital structure of Buzzi Unicem SpA, as well as at reducing corporate obligations and costs associated with the existence of different categories of shares.

The Board of Directors of Buzzi Unicem SpA resolved to submit the proposal to shareholders for the mandatory conversion of savings shares into ordinary shares (the 'Conversion'), on the basis of a conversion ratio equal to 0.67 ordinary shares for each savings share, with the simultaneous elimination in the by-laws of the indication of the nominal value of the shares. Subject to the carrying out of the conversion, the distribution of an extraordinary dividend of €0.75 for each existing and newly issued ordinary share resulting from the conversion, equal to a maximum total outlay of EUR144.1m.

Therefore, the Board of Directors has resolved to call the Extraordinary and Ordinary Shareholders' Meeting on 19 November 2020 at 10h, in single call for the approval of the proposal of conversion and distribution of the extraordinary dividend, and the Special Meeting of Savings Shareholders on 19 November 2020 at 12h, and in any case at the end of the Extraordinary and Ordinary Shareholders' Meeting, in single call for the approval of the conversion proposal.

The conversion, if approved by the Extraordinary Shareholders' Meeting, on 19 November 2020, will result in a dilution of the voting rights of the ordinary shareholders equal to approximately 14.15 per cent in the absence of withdrawals and to approximately 13.45 per cent in the event of withdrawals up to the threshold indicated above as a condition and subsequent full acquisition as treasury shares.

In any case, following the transaction, the controlling shareholder Fimedi SpA will continue to hold, directly and indirectly, the legal control of the company, ie 50.81 per cent of the company's capital, 50.94 per cent of the voting rights in the event of absence of withdrawals and 51.36 per cent of the voting rights in the event of withdrawals up to the threshold indicated above as a condition and subsequent full acquisition as treasury shares.