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The Shareholders’ Meeting is the moment in which the Board of Directors, the management and shareholders all meet, and when shareholders can ask for information on the items on the agenda and on management trends.

Role of the Shareholders’ Meeting

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The Ordinary Shareholders’ Meeting exercises the functions listed in art. 2364 of the Italian Civil Code.
On 30 January 2001, the Shareholders’ Meeting approved the Regulations of its own meetings, in order to ensure that the works of the Meeting would be conducted in an orderly and efficient manner and in order to guarantee, in particular, the right of each shareholder to take the floor on any of the items under discussion. Information to shareholders is supplied in compliance with the regulations on privileged information.

The Extraordinary Shareholders’ Meeting on 30 April 2007 resolved on the changes required to bring the Articles of Association into line with the new regulatory provisions introduced by Law 262/2005 (Savings Protection Law), and gave the Board of Directors the possibility to resolve on the regulatory amendments to the Articles of Association.

Shareholders’ Rights

In 2010, the Board of Directors resolved that the Articles of Association should be amended to include the new regulations on shareholders’ rights (Legislative Decree no. 27 of 27 January 2010). At the suggestion of the Board of Directors, the Extraordinary Shareholders’ Meeting of 4 May 2011 approved the amendments to the Articles of Association, not merely regulatory adjustments, for which Legislative Decree no. 27 of 27 January 2010 (“shareholders’ rights”) gave companies the faculty to choose.

In particular:

  • the Shareholders’ Meeting is called by means of a notice published on the company website, and 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 certified by a communication to the company made in accordance with the law by an authorised intermediary, addressed to the individual who is vested with voting rights, on the basis of their accounting records;
  • shareholders who, even jointly, represent at least one fortieth of the share capital, may request, within ten days of the publication of the notice of the Shareholders’ meeting, to integrate the list of the items on the agenda, making their proposals in the said request.
Role of the Shareholders’ Meeting
Shareholders’ Rights
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