In accordance with the law, all holders of voting rights may, by completing the relevant form, appoint Computershare S.p.A., with registered office in Via Mascheroni 19, Milan, to act as their proxy, this company being the Company’s Appointed Representative pursuant to art. 135-undecies of Legislative Decree 58/98 (the Consolidated Financial Act), to which persons with voting rights my provide a proxy with voting instructions on any and all agenda items on 11 April 2014 with regard to the General Meeting in first call, or by 14 April 2014 with regard to the General Meeting in second call, being the close of business on the second stock exchange trading day preceding the date set for the General Meeting regardless of the call.
The proxy and voting instructions may be revoked within the same deadline, using the same procedure as for the appointment. For the purposes of attendance at the General Meeting and the exercise of voting rights, appointment of the above representative does not exempt the holders of voting rights from the obligation to request the intermediary to provide proof of their right to attend the General Meeting and exercise their voting rights, pursuant to art. 83-sexies of the CFA.
The proxy must be provided to the Appointed Representative by using the following proxy form: Proxy Form for the Appointed Representative (330 KB pdf) or by using the specific web application providing assistance in completing the proxy form with voting instructions prepared by Computershare S.p.A. in agreement with the Company
The proxy is without effect with respect to motions for which voting instructions have not been issued. During voting on resolutions for which precise voting instructions have not been provided, the shares relating to the authorisation given to the Appointed Representative are not included in the computation of the majority and the percentage of the issued capital required for approval of the above resolutions, despite having been included in the computation carried out for the purposes of the General Meeting quorum.
It should be noted that, in the event of unforeseen circumstances, having regard to changes or additions to the proposals submitted to the General Meeting, Servizi Titoli S.p.A., acting as the Appointed Representative, and being responsible for managing the accreditation and vote counting procedures at the General Meeting, whilst not being subject to a conflict of interest, will not cast a vote that differs from the instructions received.
The original proxy form with voting instructions for the Appointed Representative, complete with the required information and signed by the person holding voting rights, must be delivered to Computershare S.p.A. at its offices in Via Monte Giberto 29, 00138 Rome no later than 11 April 2014 with regard to the General Meeting in first call, or then 14 April 2014 with regard to the General Meeting in second call, A copy may be sent, by the same date, accompanied by a declaration of conformity to the original, via fax to +39 06-45417450 or by electronic version to the certified e-mail address to email@example.com. If, for technical reasons, electronic versions of the proxy forms are not available, the forms may be requested by making a simple phone call to the following number: +39 06-45417413 (lines are open from Monday to Friday from 9.00am to 1.00pm and from 2.00pm to 6.00pm).