What is the Shareholders' Meeting?
The Shareholders' Meeting represents the body, which voices corporate interest by decisions taken in compliance with the law and the Articles of Association.
More specifically, the Shareholders' Meeting nominates the Board of Directors for a period not exceeding 3 financial years.
The role of the shareholders' meeting
The Ordinary Shareholders' Meeting exercises the functions established in Art. 2364 of the Italian Civil Code. Since 30 January 2001, the Shareholders’ Meeting has approved the Regulations for its meetings, in order to ensure the work of the Meeting would be conducted in an orderly, efficient manner and to specifically guarantee the right of each shareholder to take the floor on any of the items under discussion.
The information document to shareholders is provided in compliance with the regulations on confidential information pursuant to the European and national legislation on the Market Abuse Regulation (MAR).
During the Shareholders' Meeting to approve the Annual Financial Statement, the Board of Directors reports on the business activities carried out, with Reports on the Financial Statement, published in advance in compliance with statutory procedures and the regulations. It also responds to Shareholders' requests for clarifications.
The Extraordinary Shareholders' meeting of 30 April 2007 resolved on the changes required to bring the Articles of Association into line with the new regulatory provisions introduced by Italian Law 262/2005 (Savings Protection Law), and gave the Board of Directors the opportunity to resolve on the regulatory amendments to the Articles of Association.
In 2010, the Board of Directors resolved to amend the Articles of Association in line with the new laws on shareholders’ rights (Italian Legislative Decree No. 27, 27 January 2010). At the suggestion of the Board of Directors, the Extraordinary Shareholders’ Meeting of 4 May 2011 approved not only the regulatory amendments, but also additional legislative adjustments to the Articles of Association, for which Legislative Decree No. 27, 27 January 2010 (“shareholders’ rights”) gave companies the right to choose.
More specifically: the Shareholders’ Meeting is called not only by publishing a notice on the company website, but also in the manner envisaged by CONSOB, in accordance with the law and the regulatory provisions in force; entitlement to participate in the Shareholders’ Meeting and to exercise voting rights is guaranteed by a lawful notification to the company by an accredited intermediary, on behalf of the individual who is entitled to vote according to its accounting records; shareholders who, even jointly, represent at least one fortieth of the share capital, may request to add the proposals in their request to the list of the items on the agenda, within ten days of the publication of the notice of the Shareholders’ Meeting.
The Shareholders' Meeting adopts voting methods, which aim to facilitate the Shareholder in exercising his right and to guarantee the result of the vote is delivered immediately.
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