Shareholders' meeting

The Shareholders’ meeting expresses the company's will with its resolutions on issues within its competence; decisions taken in compliance with the law and the articles of association are binding on all shareholders, including absent or dissenting ones.

In compliance with the law and the articles of association, the Shareholders' Meeting is granted the responsibility among other things to:
  • approve the financial statements;
  • appoint the members of the Board of Directors and the Board of Statutory Auditors;
  • establish the remuneration of the directors and statutory auditors;
  • appoint the statutory auditor;
  • resolve on amendments to the Articles of Association;
  • approve the shareholders' meeting regulations.
Infrastructure Channel
Next General Meeting
3 December 2021, Ordinary and Extraordinary General Meeting, Rome: 11:00 a.m.

Functioning of the General Meeting and Shareholder's rights

Pursuant to art. 125-bis of Legislative Decree 58/98 ("Consolidated Law on Finance, TUF") the shareholders' meeting shall be convened through a notice published in this section of the company's website within the thirtieth day prior to the date of the meeting, as well as with other methods and by the terms established by Consob, including publication of an extract in at least one national newspaper.

In the case of a shareholders' meeting called for the election on the basis of lists of the members of the management and control bodies, the deadline for the publication of the notice of meeting shall be brought forward to the fortieth day prior to the date of the meeting. For the meetings provided for by articles 2446 (Reduction of the capital due to losses), 2447 (Reduction of the share capital below the statutory limit) and 2487 (Appointment and dismissal of liquidators; criteria for carrying out the liquidation) of the Italian Civil Code, the deadline shall be postponed to the twenty-first day prior to the date of the meeting.

The ordinary shareholders’ meeting shall be convened at least once a year for the approval of the financial statements within 120 days from the end of the financial year, without prejudice to the right to extend this term to 180 days when legal conditions are met.

The notice of meeting shall indicate the day, time and place of the meeting, the list of the items to be dealt with and the additional information required by the current legal provisions currently in force.

The shareholders representing, even jointly, at least 2.5% of the share capital may request, within 10 days from the publication of the notice of Shareholders' Meeting, the integration of the list of items to be discussed by indicating the additional items proposed, or submit specific resolution proposals on items already on the agenda.

The integration shall not be allowed for items on which the Shareholders' Meeting resolves, by law, on the proposal of the management body or on the basis of a project or report prepared by it, different from those indicated in art. 125-ter of the Consolidated Law on Finance (TUF).

For more information, please refer to the information contained in the notice of meeting and in the section of the site dedicated to the next meeting.

Pursuant to art. 127-ter of the TUF, those who have the right to vote can ask questions on the items on the agenda even before the Shareholders' Meeting.

The notice of meeting shall indicate the deadline for submitting questions before the meeting. This term shall, alternatively:
  • not be earlier than five trading days prior to the date of the meeting to be held on a first or single call. In this case, the Company shall reply at the latest during the Meeting;
  • coincide with the end of the accounting day of the seventh trading day prior to the date set for the Shareholders 'Meeting, in this case the Company shall answer the questions received at least two days before the Shareholders' Meeting, also by posting on the page dedicated to "questions and answers before the Shareholders' Meeting "of this section of the Company's website.

For more information, please refer to the information contained in the notice of meeting and in the section of the site dedicated to the next meeting.

Pursuant to art. 135-novies of the TUF, shareholders can participate in the Shareholders' Meeting through their representatives: by law, the right of representation can be granted to a single representative for each meeting, without prejudice to the right to indicate alternate shareholders, but it is allowed to delegate a different representative for each of the accounts on which the intermediary made their communication.

If the proxy provides for this right, the representative may be replaced by a person of their choice.

Pursuant to art. 135-undecies of the TUF, the Company shall appoint a representative for each meeting to whom the shareholders may grant the proxy vote on all or some of the proposals on the agenda; the identity of the representative appointed by the Company as well as the methods and terms for granting proxies by the shareholders are indicated in the notice calling the Shareholders' Meeting.

The meeting is one of the main opportunities for discussion between the shareholders and the management of the Company. During the meeting, the Chief Executive Officer typically describes the progress of the management; this is followed by a debate structured in questions and answers between the shareholders themselves and the Company.

Shareholders with the right to vote, who prove their legitimacy in compliance with the law, may participate in the meeting. The entitlement to attend and the right to vote is certified by a communication sent by the intermediaries to the Company in accordance with their accounting records, on the basis of the results relating to the end of the accounting day of the 7th trading day prior to the date of the shareholders' meeting to be held on first or single call. Credit and debit entries made after that date shall not be relevant for the purposes of entitlement to vote and therefore, the persons who become shareholders only after that date will not have the right to participate and to vote in the Shareholders' Meeting.

The communication issued by the intermediary who keeps the accounts relating to the shares shall be received by the company by the end of the 3rd trading day prior to the date of the meeting, to be held on first or single call, and, in any case, by the beginning of the meeting the single call.

The Shareholders' Meetings may be ordinary and extraordinary in compliance with the laws and regulations in force.

Except for special cases provided for by law (e.g., for the election of the administrative and control bodies on the basis of lists), the Shareholders’ Meeting shall be deemed constituted and may resolve with the legal majorities referred to in the table below:
​​​​​​​
 
Meeting Quorum 1° call 2° call Single call
Ordinary Constitutive 50%
of the social capital
 >0%
of the social capital
>0%
of the social capital

Deliberating

50%+1
of the capital represented in the Assembly.

50%+1
of the capital represented in the Assembly.
50%+1
of the capital represented in the Assembly.
Extraordinary Constitutive 50%
of the social capital
33,33%
of the social capital
20%
of the social capital
To pass resolutions 66,67%
of the capital represented in the Assembly.
66,67%
of the capital represented in the Assembly.
66,67%
of the capital represented in the Assembly.

 

No procedures for voting by correspondence or by electronic means.

defines the procedures that allow the orderly and functional organisation of the Shareholders' Meetings, establishing the procedures for convening, participation and intervention by the persons entitled to exercise the right to vote, drafting of the agenda, vote and resolution.