The so-called “Shareholders Rights Law” (Legislative Decree No 27 of January 27, 2010) (the “Decree”), absorbs EU Directive No. 2007/36/EC on the exercise of certain rights of shareholders in listed companies. In particular, the Decree amends Articles 2366/2373 of the Civil Code and affects deeply the Legislative Decree 58/2008 (TUF), introducing important developments for listed companies, with particular regard to the activities of the shareholders’ meeting.
Having said that, during a meeting held on October 19, 2010, the board of directors – on the basis of the provisions of section 19, C.II of the articles of association, pursuant to which the Board of Directors is competent to pass resolutions concerning the adaptation of the articles of association to regulatory requirements – approved the so called “amendments required and unconditional”, i.e. the amendments strictly required in order to comply with the current applicable provisions of the Decree.
In particular section 8 – Right to attend, 10 – Meeting notice, 14 – Composition of the board of directors, 22 – Board of statutory auditors have been amended and section 27 – Transitory provisions has been added.
This opportunity has been seized to amend such dispositions that were no more aligned with the provision of the applicable law.
Please see the latest version of the articles of association.
Directors make every effort to facilitate shareholders’ attendance of shareholders’ meetings (General Shareholders’ Meetings and Special Meeting of savings shareholders).
The article 8 of the Articles of association, amended as indicated above, establishes that those who have the right to vote in compliance with applicable regulations, in the ways and terms envisaged, can attend shareholders’ meetings.
Each party who has the right to vote and who has the right to attend shareholders’ meetings can cause himself/herself to be represented by means of a written proxy pursuant to law.
The proxy may be issued to an individual or legal entity.
The proxy can be notified electronically via use of a specific section of the Company’s website, according to the procedures indicated in the meeting notice, or via certified email sent to the email address indicated at any given time in the meeting notice.
Pursuant to article 10 of the Articles of Association, the Shareholders’ Meeting is convened in accordance with law at the registered office of the company or, if applicable, at the secondary office, by means of a notice published in the manner and within the terms envisaged by applicable regulations.
The characteristics of the shareholders’ meetings – i.e. streamlined proceedings and absence of criticalities – have allowed us not to propose, thus far, adoption of a shareholders’ meeting regulation. It is also pointed out that article 2371 of the Italian Civil Code expressly provides, as regards meeting chairmanship, for the meeting’s Chairman to check proper constitution of the meeting and the identity and the legitimate right of those present, to manage proceedings and to ascertain the results of voting (pursuant to article 12 of the Articles of Association, the meeting’s Chairman checks – also through specifically appointed officers – the right to attend, compliance of proxies with current legislation, the valid constitution of the meeting as such, and the identity and the legitimate right of those present. He then manages meeting proceedings and takes appropriate measures to assure orderly discussion and voting, defining the latter’s approach and ascertaining results).