Pursuant to laws and regulations in force and art. 32 of the Articles of Association, election of the members of the Board of Statutory Auditors shall take place on the basis of lists submitted by Shareholders who, alone or together with other Shareholders, at the date on which the lists were deposited with the Company, represent at least 1% of the issued capital.
No Shareholder, nor Shareholders belonging to the same group or Shareholders party to a shareholder agreement, may submit or vote for more than one list, including via a proxy or a trust company, and any candidate included in more than one list shall be disqualified.
Each holder of voting rights may vote for one list alone.
Pursuant to art. 32 of the Articles of Association, three Standing Auditors and one Alternate will be taken from the majority list, the remaining two Standing Auditors will be taken from the other lists on the basis of quotients attributed to the candidates, whilst the remaining Alternate will be taken from the minority list that obtains the highest number of votes. The Chairman of the Board of Auditors shall be the first candidate on the minority list that obtains the highest number of votes.
Preparation, deposit and publication of the lists must take place according to the terms and conditions provided for or referred to in art.32 of the Articles of Association.
Preparation of the lists
each list must consist of two sections, one for candidates for the office of Standing Auditor and one for Alternates, and each section must contain the names of one or more candidates;
the number of candidates must not exceed the number of Statutory Auditors to be elected (five Standing Auditors and two Alternates) and each candidate is to be assigned a sequential number;
individuals who hold a number of posts as director or standing auditor equal to or above the maximum established by the applicable regulations, or do not meet the requirements for integrity, professionalism and independence required by the applicable regulations, will be disqualified;
at least two Standing Auditors and one Alternate shall be selected from among individuals listed in the register of auditors, who have been engaged in the statutory audit of accounts for a period of not less than three years. Statutory Auditors not meeting such requirement shall be selected from amongst those persons with at least three years overall experience in: a) the management and control of or administrative duties in joint-stock companies having issued capital of at least €2 million, or b) professional activities or university instruction in legal, business and finance subjects, or c) managerial functions at government or public sector entities engaged in lending, finance or insurance.
Each list must be accompanied by:
information on the identity of the Shareholders who have submitted the lists and their total percentage shareholding, together with certificates attesting to their ownership of the related shares;
exhaustive information regarding candidates’ personal and professional details;
declarations from the individual candidates accepting their candidature and a personal warranty that there is no fact or deed which could give rise to their disqualification and that they meet the legal requirements for holding such office, including compliance with the limit on the total number of positions held, as established by the laws and regulations in force, and indicating any positions as director or statutory auditor held at other joint-stock companies;
a declaration from Shareholders other than those who, alone or together with other Shareholders, hold a controlling or relative majority interest, certifying the absence of any association - as defined by the CONSOB pursuant to art. 144-quinques of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999 – with such Shareholders; in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, the declaration must also specify any existing relations, where significant, with Shareholders that hold, either alone or together with other Shareholders, a controlling or relative majority interest, where identifiable based on reports of significant interests as defined by art. 120 of the CFA or on published announcements of shareholder agreements pursuant to art. 122 of the CFA, and the reasons for which these relations are not considered as determining the existence of the above association, or an indication of the absence of any such relations. In particular, the declaration must at least include the relations, where significant, listed in the above CONSOB Ruling (available at www.consob.it).
Any lists not in compliance with the above requirements will be rejected.
Deposit of the lists
The lists submitted by Shareholders, together with information enabling identification of the persons depositing the lists and the further documentation required by the laws and regulations in force, must be deposited by 29 March 2012,
If, by 29 March 2012, only one list of candidates for the office of Statutory Auditor or only lists submitted by Shareholders acting in association with each other has been deposited, Shareholders with the right to submit lists may, until 1 April 2012, deposit further lists at the registered office. In this case, the minimum shareholding required to qualify for the right to submit lists is reduced by half.
The lists must be deposited as follows:
delivery of the related documentation to the offices of Atlantia S.p.A. at via A. Nibby 20, Rome, or
by sending the documentation to the certified e-mail address firstname.lastname@example.org
Publication of the lists
The Company will make the lists available to the public by 2 April 2012 at the registered office, at Borsa Italiana S.p.A. and on the Company’s website.