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 6pm on May 3, 2014; Saipem does not guarantee to be able to answer questions received after said date.
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) during the Shareholders’ meeting. Answers will be provided 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.
The right to submit questions prior to the Shareholders’ Meeting is reserved for Shareholders who can demonstrate their entitlement by sending:
The questions and the aforementioned documentation may be transmitted:
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 2.5% of Saipem share capital, may ask, within ten days after the date of publication of the notice of Shareholders Meeting, that other items be added to the meeting agenda, indicating the items they wish to add and/or submitting resolution proposals on items already on the agenda of the meeting.
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 present in person at the Shareholders’ meeting resolution proposals on items on the meeting agenda.
Shareholders must submit their requests in writing, along with 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.
Notice of additions to the agenda and resolution proposals approved by the Board of Directors will be provided in the same form prescribed for the publication of the notice of the Shareholders' Meeting - in accordance with the terms and conditions of the law – fifteen days prior to the Shareholders’ Meeting as follows. Notices will be published by Saipem on the website www.saipem.com, by Borsa Italiana at www.borsaitaliana.it 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 at the Company’s registered office, on the website www.saipem.com and at Borsa Italiana (www.borsaitaliana.it).
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 24, 2014 (record date). The notification must be received by Saipem by the end of the third market trading day (April 30, 2014) prior to the date scheduled for the Shareholders’ Meeting. Legitimation to attend and to vote shall nonetheless be acknowledged should the notification be received by Saipem at a later date, provided that the latter falls before the start of the Shareholders’ Meeting. 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. 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 9.00 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.
Those who intend to participate in the Shareholders' Meeting as proxies on behalf of parties eligible to participate, may have documentation proving their authority sent:
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, also available at the Registered Office of the Company, which must be sent along with a valid identification document and received by May 2, 2014, to:
If the delegating party is a legal person, they must also attach proof of their corporate powers (copy of Chamber of Commerce registration certificate 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, that is, May 2, 2014.
For more information, Shareholders can contact the Designated Representative on 800 134 679 and at: firstname.lastname@example.org .
vi) Appointment of the Directors and Statutory Auditors
Pursuant to Articles 147-ter and 148 of Legislative Decree 58/98 and Articles 19 and 27 of the Articles of Association, the Board of Directors and the Board of Statutory Auditors are 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 15, 2014. 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 April 11, 2014, 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 15, 2014, at the Company’s registered office, at Borsa Italiana S.p.A. and on the Company’s website.
Regarding the submitting, depositing and publishing of lists, please refer to the provisions contained in Articles 19 and 27 of the Articles of Association and the Report of the Board of Directors on items on the agenda of the Shareholders’ Meeting (See link “Report of the Board of Directors" ).
The lists for the appointment of the Board of Directors must be accompanied by the following documents, or they will be considered inadmissible:
The lists for the appointment of the Board of Statutory Auditors must be accompanied by the following documents:
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.
Articles 19 and 27 of the Articles of Association include specific provisions for the composition of lists to comply with current legislation regulating gender balance in corporate bodies, Law 120 of July 12, 2011. This regulation, which is now applied for the first time, provides that the share of candidates of the least represented gender should be at least one fifth of Board Directors and Statutory Auditors to be appointed. Hence: (i) pursuant to art. 19 of the Articles of Association, Shareholders wishing to put forward a list for the renewal of the Board of Directors with three or more candidates, they must include at least one candidate from the least represented gender in said list; (ii) pursuant to art. 27 of the Articles of Association, Shareholders wishing to put forward a list of candidates vying for the appointment of the majority of members of the Board of Statutory Auditors must include candidates of different genders under the Statutory Auditors section, as the number of the least represented gender must by law be at least one. Should the Alternate Auditors’ section be comprised of two candidates, these must also be of different genders.
The Board of Directors has expressed its opinion regarding the composition of the new Board in the Directors’ Report on items of the Agenda (See link “Report of the Board of Directors” ). 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 minority list should refer to Consob recommendations listed in Communication no. DEM/9017893 dated February 26, 2009.
Finally, should only one list have been filed by the deadline for the presentation of lists for the appointment of the Board of Statutory Auditors (April 11, 2014), or should only lists have been submitted by Shareholders that are affiliated pursuant to art. 144 – quinquies of Consob Issuers’ Regulations, then it shall be possible to present lists up to three days thereafter (April 14, 2014) . In this case, the minimum share capital required for the presentation of a list decreases to 0.5 % of the ordinary share capital.
Shareholders wishing to put forward proposals on the number, duration of mandate or compensation of the Board of Directors, on the compensation of the Board of Statutory Auditors, or wishing to present a list are invited to refer to the recommendations contained in this document and the Board of Directors’ Report (See link “Report of the Board of Directors" ). Shareholders may also contact the Corporate Secretary’s Office to obtain all the necessary clarifications (email addressed to: Segreteria.email@example.com; phone numbers ++39 02 520 54276/ 44608).
Information regarding the Company’s share capital
Saipem share capital is € 441,410,900 consisting of 441,410,900 shares with a nominal value of €1 each, of which 441,299,695 are ordinary shares and 111,205 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.