The Shareholders’ Meeting is the Corporate body through which the Shareholders take part in the Company’s decisions on matters reserved to their competence by law and under the Bylaws.
The Ordinary Shareholders’ Meeting is therefore competent to resolve upon, inter alia: (i) the approval of the financial statements and application of earnings; (ii) the appointment of Corporate bodies and their compensation; (iii) any revocation of Corporate bodies and liability actions; (iv) the grant of the legal auditing mandate; (v) the purchase of treasury shares; and (vi) the approval of the rules governing Shareholders’ Meetings.
The Extraordinary Shareholders’ Meeting resolves upon amendments to the Bylaws and extraordinary transactions such as mergers, spin-offs and capital increases, subject to the Board of Directors’ competence on the matters indicated in the art. 25 of the Bylaws, according to art. 2365 of the Italian Civil Code.
Under art. 13 of the Bylaws, the Shareholders’ Meetings, whether ordinary or extraordinary, are normally held upon a single call. It is therefore up to the Board of Directors to establish, where deemed advisable, that ordinary and/or extraordinary Shareholders’ Meetings should be held with more than one call.
The Ordinary Shareholders’ Meeting must be called at least once annually for the approval of the financial statements, at the latest within one hundred eighty days from the close of the financial year.
The Shareholders’ Meeting is called through a notice of call drafted in accordance with applicable provisions of law and published at least thirty days prior to the scheduled date of the scheduled Shareholders’ Meeting in accordance with the procedures provided under the applicable legal framework. The deadline is moved forward by forty days in the event of Shareholders’ Meetings called to appoint Corporate bodies.
The meeting is chaired by the Chairman of the Board of Directors, or by other person authorized by the Board of Directors or by the person specified by the Shareholders’ Meeting.
In order to permit the orderly and efficient conduct of Shareholders' Meetings and to guarantee the right of each shareholder to speak on the matters under discussion, on May 5, 2014, the Shareholders’ Meeting approved the Shareholders' Meetings Regulations.