Resignation of six directors of Autogrill, withdrawal of the Chairman from such role and designation of new board members to be appointed by co-optation
Milan, January 23, 2023 - Autogrill S.p.A. (Milan: AGL IM) announces that the Chief Executive Officer Gianmario Tondato Da Ruos, and Mr. Alessandro Benetton (non-executive director), Mrs. Franca Bertagnin Benetton (non-executive director), Mr. Massimo Di Fasanella d'Amore Di Ruffano (non-executive director and chairman of the Strategy and Sustainability Committee), Mr. Paolo Zannoni (non-executive director) and Mrs. Simona Scarpaleggia (independent director, chairwoman of the Human Resourses Committee and member of the Control, Risks and Corporate Governance Committee and of the Related Parties Transactions Committee) have communicated to resign from their respective offices effective on, and subject to the occurrence of, the transfer in favor of Dufry AG ("Dufry") of the 50.3% stake in Autogrill held by Edizione S.p.A. through its wholly owned subsidiary Schema Beta S.p.A., in accordance with the combination agreement (the "Combination Agreement") dated July 11, 2022 (the "Transfer"). Edizione S.p.A. previously informed the market on January 6, 2023, that the Transfer is expected to occur at the beginning of February 2023.
In addition, Mr. Paolo Roverato has communicated to resign from his office as Chairman of the Board of Directors of Autogrill, effective as from the appointment of a new Chairperson by the Board of Directors; Mr. Paolo Roverato shall continue to serve as director of Autogrill.
Schema Beta S.p.A. ("Schema Beta") informed the Company that, pursuant to the Combination Agreement, Dufry has indicated Mr. Bruno Chiomento, Mr. Francisco Javier Gavilan, Mr. Nicolas Girotto, Mrs. Marella Moretti, Mrs. Emanuela Trentin and Mr. Xavier Rossinyol, as candidates to be co-opted as members of the Board of Directors of Autogrill effective as of the closing of the Transfer, to replace the abovementioned resigning directors. Dufry has furthermore indicated Paolo Roverato as new proposed Chief Executive Officer of Autogrill.
Mr. Bruno Chiomento, Mr. Francisco Javier Gavilan, Mr. Nicolas Girotto, Mrs. Marella Moretti and Mrs. Emanuela Trentin have declared to meet the independence requirements provided by the Consolidated Financial Act and the Corporate Governance Code, as implemented in the Company's by-laws and the Board of Directors Regulations.
Furthermore, Schema Beta informed the Company that Dufry has indicated:
Bruno Chiomento as new proposed Chairman of the Board of Directors of Autogrill and new proposed member of the Human Resourses Committee, the Control, Risks and Corporate Governance Committee and of the Related Parties Transactions Committee;
Marella Moretti as new proposed Chairwoman of the Human Resourses Committee;
Xavier Rossinyol as new proposed Chairman of the Strategy and Sustainability Committee.
According to Schema Beta request, the proposal to appoint the abovementioned candidates as new directors of Autogrill will be submitted to the attention of the Company's Board of Directors, which will be held in the next few days.
As at the date hereof Gianmario Tondato Da Ruos holds no. 100,063 Autogrill shares.
Gianmario Tondato Da Ruos is entitled to receive an indemnity as a consequence of his resignation. Information on the indemnity of Mr. Tondato will be made public once Autogrill's competent corporate bodies will have resolved upon in the next few days. The other directors are not entitled to receive any indemnities as a consequence of their resignations from the roles.