General Meeting

The Shareholders’ Meeting represents the total number of Shareholders and its resolutions,  passed in accordance with the law and with this bylaws, shall be binding for all Shareholders,  even if the same have not attended the meeting or dissent.

The Ordinary Shareholders’ Meeting must be called at least once a year, within one hundred  and twenty days from the end of the financial year, or within one hundred and eighty days in  accordance with legal terms and conditions.

 

Rules for the Shareholders’ Meeting

The Company does not currently see the need to propose the adoption of a specific regulation  governing Shareholders’ Meetings, considering that it deems appropriate that, in principle, the  shareholders shall be assured the widest participation and expression in shareholder discussions.

 

Who is entitled to intervene

The Ordinary and Extraordinary Shareholders’ Meeting shall be constituted and shall resolve  according to law and each share gives entitlement to one vote

Pursuant to art. 12 of the Bylaws, entitlement to take the floor at the shareholders’ meeting and to  exercise voting rights is certified by notification made to the Company by the intermediary qualified  to keep the accounts as laid down by the law, based on his or her own accounting records as they  stand at the close of business on the seventh day on which the market was open prior to the date  set for the Shareholders’ Meeting at first call, and received by the company as laid down by the law.

Holders of voting rights may have themselves represented by written proxy as laid down by the law.  Electronic notification of proxies may be made, in accordance with the procedures stated in the  letter of convocation concerned, by e-mail addressed to the certified electronic mail box stated in  said letter or using a section of the company’s Internet site set aside for the purpose.

 

Notice of call and information concerning the Shareholders’ Meeting

Both Ordinary and Extraordinary Shareholders’ Meetings are called by the Board of Directors, even  outside the registered office, provided it is in Italy, by means of a notice published on the Internet web site of the Company and, if required by the applicable pro tempore legislation, in the “Gazzetta  Ufficiale della Repubblica” (Italian Official Gazette) or, at the choice of the Board of Directors, in at least on of the following newspapers: “Il Sole 24 Ore” ovvero “MF” – “Milano Finanza”, as laid down by the law and being understood any other prescription foreseen by the current provisions and the Bylaws.

 

The notice may contain the same indications also  for notices of calls subsequent to the second. In the absence of notices of calls subsequent to  the second, the Shareholders’ Meeting on third or subsequent call, may be convened within 30  (thirty) days from previous calls, reducing the term to 10 (ten) days. 

 

The Shareholders’ Meeting shall be chaired by the Chairman of the Board of Directors or by a person acting on his/her behalf or by another person designated by the Board of Directors;  failing such, the Shareholders’ Meeting shall appoint its own Chairman.