i) Right to submit questions prior to the Shareholders’ Meeting
Pursuant to Article 127-ter of Legislative Decree 58/98, Shareholders entitled to vote may submit questions on items in the agenda prior to the Shareholders’ Meeting: these must be received by the Company by 6 pm on April 27, 2015; Saipem cannot guarantee it will able to answer questions received after said date. The right to submit questions prior to the Shareholders’ Meeting is reserved for Shareholders who can demonstrate their entitlement by sending:
• appropriate certification issued by an authorized intermediary or alternatively,
• the notification required by the Company to attend the Shareholders’ meeting.
The questions and the aforementioned documentation may be transmitted:
Questions received within the aforementioned deadline shall be answered: a) before the Shareholders’ Meeting through publication on the appropriate section of the Company’s website; b) at the Shareholders’ meeting, also by providing answers in writing to all Shareholders entitled to vote at the beginning of the meeting.
The Company shall provide a single answer to questions having the same content. An answer will not be provided when the questions are already available in the FAQ section of the Company’s website.
ii) Integration of the agenda and resolution proposals on items on the agenda of the Shareholders’ Meeting
Pursuant to Article 126-bis of Legislative Decree 58/98 and art. 13.2 of the Articles of Association, the Shareholders that, severally or jointly, represent at least one fortieth of Saipem share capital, may ask, within ten days after the date of publication of the notice of Shareholders Meeting (by March 30, 2015), that other items be added to the meeting agenda or submitting resolution proposals on items already on the agenda of the meeting, indicating the items they wish to add and/or submitting resolution proposals on items already on the agenda Shareholders must submit their requests in writing, along with their personal data and the documentation attesting their entitlement, as follows:
Shareholders proposing additions or resolutions must send a report stating the reason for their proposals to the Board of Directors of the Company using the aforementioned methods and within the same deadline (March 30, 2015).
The Company shall inform the Shareholders of additions to the agenda and resolution proposals approved by the Board of Directors fifteen days prior to the Shareholders’ Meeting (by April 15, 2015) in the same form prescribed for the publication of the notice of the Shareholders' Meeting, i.e. notices will be published on the website www.saipem.com, on www.borsaitaliana.it , through the “Nis Storage” mechanism at www.emarketstorage.com and in the newspaper where the notice of meeting was published (“Il Sole 24 Ore”).
The reports by Shareholders who proposed additions or resolutions, along with Board of Directors’ considerations if any, will also be made available fifteen days prior to the Shareholders' Meeting (by April 15, 2015) at the Company’s registered office, on the website www.saipem.com, on www.borsaitaliana.it and through the “Nis Storage” mechanism at www.emarketstorage.com.
Additions are not accepted for those items that the Shareholders’ meeting is called to resolve on pursuant to the Law, those that have been proposed by the Board of Directors based on a project or report it has arranged and must relate to items different from those on the meeting agenda.
However, all Shareholders entitled to vote are allowed to pre
in person at the Shareholders’ meeting resolution proposals on items on the meeting agenda.
iii) Legitimation to participate in the Shareholders' Meeting
Legitimation to attend and vote at Shareholders’ Meetings applies to persons on behalf of whom the intermediary - authorised pursuant to applicable regulations - has transmitted the notification certifying ownership of the relevant right, by close of business on April 21, 2015 (record date). Persons who are proven to be shareholders only after the record date shall not be entitled to participate and to vote in the Shareholders' Meeting. The legitimation notice must be received by Saipem by the end of the third trading day prior to the date scheduled for the Shareholders’ Meeting (April 27, 2015). Legitimation to attend and to vote shall nonetheless be acknowledged should the notification be received by Saipem before the start of the Shareholders’ Meeting.
Please note that the notification to Saipem is carried out by the intermediary upon request of the person entitled to the right. Persons entitled to vote are required to impart instructions to the intermediary that keeps the relevant accounts, so that the latter may transmit the aforementioned notification to the Company. Any requests by the intermediary relating to notice or financial costs for performing the pertinent fulfilments are not ascribable to the Company. In order to take part in the Shareholders’ Meeting, Shareholders holding shares still in certificated form shall previously deliver said shares to a financial intermediary in order to have them deposited with the Italian Securities Register Centre and subsequently transformed into non-certificated form and request the above-mentioned notification of attendance.
The persons entitled to participate in the Shareholders’ Meeting are invited to arrive before the scheduled start time of the Meeting, so as to facilitate admission procedures; registration operations shall be performed at the venue of the Shareholders’ Meeting starting from 10.00 hrs.
iv) How to vote by proxy
Pursuant to Article 135-novies of Legislative Decree 58/98 and Article 13.3 of the Articles of Association, parties entitled to vote may be represented pursuant to the Law by means of a written proxy, signing the proxy form issued at the request of the entitled parties by authorized intermediaries or using this proxy form also available at the Registered Office of the Company. Proxy forms can be sent to the Company:
• By mail (copies are acceptable) to the Registered Office of the Company:
Saipem S.p.A. Segreteria Societaria (Delega Assemblea 2015)
Via Martiri di Cefalonia, 67
20097 San Donato Milanese (MI) – Italy
• By fax to +39 02 52044506 addressed to the Saipem Corporate Secretary’s Office (Segreteria Societaria)
• By certified e-mail to: email@example.com
• Using this section of the Company Website click here
Together with the proxy form, eligible parties shall submit a copy of a valid identification document and, in the case of companies, evidence of their powers as representatives (copy of Chamber of Commerce document, power of attorney or similar documents).
Any documents notified in advance shall not relieve the proxy agent, upon being accredited for access to the Shareholders’ Meeting, from the obligation to certify that the notified copy matches the original and the identity of the principal.
The principal shall have the right to give instructions to the proxy agent, revoke the proxy given, designate one or more substitutes and grant to the agent the option of appointing a substitute.
We inform the Shareholders that it will not be possible to vote by mail or electronic means at this Shareholders’ meeting.
v) How to vote by proxy using the Designated Representative
Pursuant to Article 135-undecies of Legislative Decree 58/98 and art.13.3 of Articles of Association, the Company has designated Mr. Dario Trevisan as the representative to whom shareholders may freely confer the proxy, with voting instructions on all or part of the proposals in the agenda. In this case, the proxy must be conferred by signing the relevant proxy form, available on the Company’s website and at the Registered Office of the Company. The proxy form along with a valid identification document must be received by April 28, 2015. Documentation can be sent:
• by mail to (or handed in at) : Avv. Dario Trevisan - Viale Majno, 45 - 20122 Milano - Italy
• by fax to +39(0)28690111
• by certified e-mail to: firstname.lastname@example.org
If the delegating party is a legal person, they must also attach proof of their corporate powers (copy of Chamber of Commerce registration certificate, power of attorney or similar document).
If a copy of the proxy is transmitted by fax or certified e-mail, it is also requested that the original of the proxy be sent to the Designated Representative at the address shown above.
The proxy has effect only for those proposals concerning which voting instructions were provided using the specific form. The proxy authorisation and the associated voting instructions may be revoked within the previously mentioned deadline, i.e. April 28, 2015.
For more information, Shareholders can contact the Designated Representative on +39 800 134 679 and at: email@example.com .
vi) Appointment of the Directors
Pursuant to Article 147-ter of Legislative Decree 58/98 and Article 19 of the Articles of Association, the Board of Directors is appointed by the Shareholders' Meeting on the basis of lists submitted by the Shareholders in which candidates are allocated a progressive number. Those Shareholders who – individually or jointly with other Shareholders – represent at least 1% of the ordinary share capital are entitled to submit lists. Legal ownership of the minimum shareholding required to present a list is based on the number of shares registered as owned by the Shareholder on the day of filing with the Company. The relevant documentation may be produced after filing, but no later than 6 pm on April 9, 2015. Each Shareholder may present, or participate in presenting, only one list and vote only for one list. Each candidate may appear in one list only, otherwise they will be deemed ineligible. The lists must be deposited within no later than April 5, 2015 automatically extended to April 7, 2015 (the following business day), together with the additional documentation required by the law and the regulations in force, at the Company’s registered office:
SAIPEM S.p.A. - Segreteria Societaria
Via Martiri di Cefalonia, 67
20097 San Donato Milanese (MI) - Italia
or sent to: Segreteria.Societaria@saipem.com.
The lists shall be available to the public by April 9, 2015, at the Company’s registered office, on the Company’s website www.saipem.com, on www.borsaitaliana.it and through the “Nis Storage” mechanism at www.emarketstorage.com.
With regard to the submission, deposit and publication of lists, please refer to the provisions contained in Article 19 of the Articles of Association and the Report of the Board of Directors on items on the agenda of the Shareholders’ Meeting.
The lists for the appointment of the Board of Directors must be accompanied by the following documents, or they will be considered inadmissible:
• a document stating the identity of Shareholders presenting the lists and their collective holding in Saipem’s share capital;
• declarations of candidates accepting their candidature;
• exhaustive information on their personal and professional characteristics;
• declarations of candidates stating that they meet the independence and integrity requirements in compliance with art. 148, paragraph 3, of Legislative Decree 58/98, and Corporate Governance Code and stating the absence of causes for ineligibility or incompatibility.
The majority of Directors must comply with the independence requirements decreed by regulations set by Consob for Board Directors of listed companies subject to the control of another listed company.
Article 19 of the Articles of Association includes specific provisions for the composition of lists to comply with current legislation regulating gender balance in corporate bodies, Law 120 of July 12, 2011. Lists with three or more candidates must include candidates of different genders. Since the number of Board members from the least represented gender must be at least three (equal to one third of Board members), lists that concur to elect the majority of Board members must include at least two candidates of the least represented gender.
The Board of Directors’ opinion regarding the composition of the new Board has been made public and will be included in the Report by the Board of Directors on this item of the Agenda. The Corporate Governance Code, adopted by Saipem, deems it opportune for Shareholders to take into account the Board’s opinion when presenting lists of candidates.
Moreover, the Corporate Governance Code stresses that it is good practice for those Shareholders, which control the Issuer, if any, or those that can exercise significant influence over the Issuer notify the public in large advance of the meeting regarding proposals they wish to put forward at the Shareholders’ Meeting on items for which the Directors had not or could not prepare a specific proposal, in compliance with art. 126-bis of Legislative Decree 58/98.
Please note that Shareholders presenting a list for the appointment of the Board of Directors should refer to Consob recommendations detailed in Communication no. DEM/9017893 dated February 26, 2009.
Shareholders wishing to put forward proposals on the number, duration of mandate or compensation of the Board of Directors, or wishing to present a list are invited to refer to the recommendations contained in this document and the Board of Directors’ Report. Shareholders may also contact the Corporate Secretary’s Office to obtain all the necessary clarifications (email addressed to: Segreteria.firstname.lastname@example.org; phone numbers ++39 02 520 54276/ 44608).
vii) Appointment of an Alternate Auditor
Following the resignation of Ms. Elisabetta Corvi, the Board of Statutory Auditors needs to appoint another Alternate Auditor. The Shareholders’ Meeting shall elect this Alternate Auditor through a majority vote, as prescribed by law, from proposals presented at the Shareholders’ meeting, and not from voting lists pursuant to art. 27 of the Articles of Association.
Shareholders putting forward candidates should ensure that there are no grounds for ineligibility and/or incompatibility, and that candidates meet the relevant legal requirements for the above offices. They are also invited to provide sufficient information on the personal and professional characteristics of candidates and to supply a list of directorships and/or audit positions they may hold in other companies.
This appointment will comply with current legislation regulating gender balance in corporate bodies, Law 120 of July 12, 2011.
viii) Information regarding the Company’s share capital
Saipem share capital amounts to € 441,410,900 and consists of 441,410,900 shares with a nominal value of €1 each, of which 441,301,574 are ordinary shares and 109,326 savings shares (with voting entitlement in savings Shareholders’ meetings only).
The shares are not divisible and each gives the right to one vote, excluding treasury shares held in the company portfolio as at the date of the Shareholders' Meeting.