Shareholders’ Meeting

Shareholders’ Meeting

The Ordinary and Extraordinary Shareholders’ Meeting resolves upon the matters reserved to it by law and these By-Laws.

In particular, the Ordinary Shareholders’ Meeting appoints and revokes the appointment of the directors, statutory auditors and the independent firm, establishing their remuneration and approving the financial statements, while the Extraordinary Shareholders’ Meeting revolves upon By-Law changes and corporate transactions, such as share capital increases, mergers and spin-offs.

In accordance with Article 15 of the By-Laws, subject to the applicability of any special laws regarding companies with shares listed on regulated markets, the Ordinary Shareholders’ Meeting should be called at least once a year, within 120 days from financial year-end. Where the company is required to prepare the consolidated financial statements or where special requirements regarding the structure and the scope of the company require it, the meeting may be called within 180 days from financial year-end. In such cases, the directors outline the reasons for the delay in the Directors’ Report.

The Shareholders’ Meeting is overseen by the Chairperson of the Board of Directors or, in his/her absence or impediment, by another person indicated by the Board of Directors, failing which the Shareholders’ Meeting shall elect its Chairperson.  The Shareholders’ Meeting appoints a secretary, including from among non-members, chosen from among the directors present and one or more tellers, including non-shareholders.

In order to permit the proper running of the Shareholders’ Meeting’s business and to ensure that shareholders can take the floor regarding the matters under discussion, on July 31, 2018, the Shareholders’ Meeting approved its Shareholders’ Meeting Regulation.