General meetings

Pursuant to art. 8.2 of the Issuer’s Articles of Association, “Shareholders are legitimately entitled to take part if the Company has received the notice prescribed by Article 2370.2 of the Civil Code within two working days before the date of each Shareholders’ Meeting.”

The Ordinary General Meeting is convened at least once a year to approve the financial statements within one hundred and twenty days from the close of the financial year. The ordinary and extraordinary General Meeting is also convened whenever deemed suitable by the Board of Directors and when required by law. The General Meeting shall be convened without delay when requested pursuant to law.

The ordinary and extraordinary General Meeting is convened, within the times indicated by laws in force, with notice published in the Official Gazette of the Republic of Italy or in the newspaper “Il Sole 24 Ore” stating the day, place and time of the first and any subsequent calls, as well as a list of items on the agenda, without prejudice to compliance with any other provision of laws in force.

The agenda of the General Meeting is set by the person with powers to convene the meeting in accordance with law and the Articles of Association, or in the event the meeting is convened on request of Shareholders, on the basis of the items to discuss in said. In the event that the meeting is convened on request of Shareholders pursuant to law, the agenda is supplemented according to the terms and procedures indicated in applicable provisions.

Pursuant to article 9 of the Articles of Association, the General Meeting of Shareholders is chaired by the Chairman of the Board of Directors, or in his/her absence or impediment, by the sole Deputy Chairman, or if several Deputy Chairmen hold office, by the Deputy Chairman in office for the longest period of time, or if Deputy Chairmen have been in office for the same period of time, by the most senior. In the absence or impediment of the Chairman, the sole Deputy Chairman, or all Deputy Chairmen, the General Meeting of Shareholders is chaired by a Director or Shareholder appointed by the majority of those present. The Chairman of the General Meeting ascertains the identity and legitimate attendance of those present, ascertains that the Meeting is duly established and that the number of Shareholders necessary to pass valid resolutions is present; governs proceedings, defines the voting procedures and ascertains voting results.

Legal provisions and provisions of the Articles of Association apply for the due establishment of the ordinary and extraordinary General Meeting and for the validity of resolutions.

To facilitate attendance at the General Meeting and the exercising of voting rights, the ordinary or extraordinary General Meeting may be held, pursuant to article 6, section 2 of the Articles of Association, by video conferencing with participants attending in several adjoining or remote places, provided that decisions are made collectively and principles of good faith and equal treatment of shareholders are observed.

The Company does not feel it necessary, at present, to propose the adopting of specific regulations for the proceedings of Shareholders’ Meetings, since it also believes it appropriate that in principle Shareholders are ensured the maximum level of participation and expression in discussions at Meetings.

Pursuant to article 17 of the Articles of Association, in compliance with article 2436 of the Civil Code, General Meeting resolutions are delegated to the Board of Directors as concerns the following:

  • mergers or spin offs, defined as simplified in accordance with articles 2505, 2505-bis, 2506-ter, last paragraph, of the Civil Code;
  • establishing or closing sub-offices;
  • transferring the registered office of the company within Italy;
  • indicating Board Directors with power of attorney;
  • lowering capital in the event of withdrawal;
  • amending the Articles of Association to account for legal provisions.

Resolutions may in any event also be passed by an Extraordinary General Meeting of Shareholders.

***
 As regards the rights of Shareholders, reference is made to applicable pro tempore laws and regulations. In addition to information in previous sections of this Report, the right to withdraw may only be exercised within the limits established by mandatory laws and, pursuant to article 3, section 2 of the Articles of Association, this right is excluded in the case of extending the duration of the Company.

***
 The Board has reported on the activities carried out and scheduled in General Meetings, and endeavoured to ensure that shareholders had adequate information regarding the necessary elements so that they could make fully-informed decisions within the framework of a General Meeting.
The Board in its meeting of 26 February 2009, pursuant to application criterion 11.C.6 of the Code, did not consider it necessary to put to the General Meeting of Shareholders amendments to the articles of association in relation to the percentages established to exercise prerogatives to protect minorities, as - in compliance with article 144-quater of Consob Regulation on Issuers for presenting lists to appoint Board members and members of the Board of Statutory Auditors - articles 12.3 and 24.1 of the Articles of Association of the Issuer establish a limit of 2.5% of capital with voting rights or different percentage if established or referred to by laws or regulations.
In this regard, in its ruling no. 17148 of 27 January 2010, Consob established that 2.5% of the share capital is the percentage of equity investment required to present candidate lists for appointment to the administration and control bodies of the Issuer, with reference to the year ended 31 December 2009.