SHAREHOLDERS’ MEETING

The Shareholders’ Meeting, chaired by the Chairman of the Board of Directors or by another person delegated by the Board of Directors or by the person designated by the Meeting itself, is the corporate body through which Shareholders participate in the Company’s decisions on matters reserved to their competence by law and by the Bylaws.

• The ordinary Shareholders’ Meeting is therefore responsible, among other things, for resolving: (i) on the approval of the financial statements and the allocation of profits; (ii) on the appointment of corporate bodies and their remuneration; (iii) on the possible removal of corporate bodies and on liability actions; (iv) on the appointment of the statutory auditor; (v) on the purchase of treasury shares; and (vi) on the approval of the Shareholders’ Meeting regulations. 
• The extraordinary Shareholders’ Meeting, on the other hand, resolves on amendments to the Bylaws and on extraordinary transactions—such as mergers, demergers, and capital increases—without prejudice to the powers of the Board of Directors on the matters indicated in Article 25 of the Bylaws, pursuant to Article 2365 of the Italian Civil Code.
• Pursuant to Article 13 of the Bylaws, both ordinary and extraordinary Shareholders’ Meetings are normally held in a single call. However, the Board of Directors may, if it deems it appropriate, decide that both ordinary and extraordinary Meetings be held in multiple calls.

The ordinary Shareholders’ Meeting must be convened at least once a year, to approve the financial statements, no later than one hundred and eighty days after the end of the financial year.

The Meeting is convened by a notice of call drafted in accordance with the law and published at least thirty days before the date set for the Meeting, in the manner provided for by current regulations. The notice period is brought forward to forty days in the case of a Meeting called to appoint corporate bodies.

The Meeting is chaired by the Chairman of the Board of Directors, or by another person delegated by the Board of Directors or by the person designated by the Meeting itself. In order to ensure the orderly and functional conduct of the Meetings and to guarantee each shareholder’s right to speak on the items under discussion, on 5 May, 2014, the Meeting approved the Shareholders’ Meeting Regulations.