Pursuant to laws and regulations in force and art. 20 of the Articles of Association, election of the members of the Board of Directors shall take place on the basis of lists submitted by Shareholders, who, singly or jointly with other Shareholders, at the date on which the lists are deposited with the Company, represent at least 1% of the issued capital.
Each Shareholders has the right, singly or jointly with other Shareholders, to submit one list only, and any candidate included in more than one list shall be disqualified.
The outgoing Board of Directors does not intend to exercise the option of presenting its own list of candidates for election to the Board of Directors.
Preparation of the lists
- each list may contain no more than fifteen candidates, who must be assigned a sequential number.
- Each list must include at least two candidates who meet the independence requirements established by law and by the Company’s Corporate Governance Code (published on the Company’s website) and one of these must be entered in first place on the list. In particular, given that the Company has adopted the principle required by the Corporate Governance Code for listed companies, it is necessary that each list comply with the need to contain an adequate number of independent Directors, in order to ensure that at least a third of the members of the Board of Directors are independents.
- Lists containing a number of candidates equal to or higher than three must also indicate at least a fifth of the candidates belonging to the least represented gender in application of Law 120 of 12 July 2011.
Each list must be accompanied by:
- exhaustive information regarding candidates’ personal and professional details;
- declarations of the individual candidates accepting their candidature and providing a personal warranty that there is no fact or deed that could give rise to their disqualification and that they meet the legal requirements for holding such office, and that, where applicable, they meet the independence requirements established by the laws and regulations in force and/or by art. 3.1 of Atlantia’s Corporate Governance Code (published on the Company’s website);
- an indication of the identities of the Shareholders who have submitted the lists and their total percentage shareholding.
Each Shareholder proposing a list must submit or mail a certificate, issued by the intermediaries in accordance with the law and regulations in force, to the registered office by 9 April 2013, attesting to their holding of the minimum percentage shareholding required in order to submit lists.
y lists not in compliance with the above shall be deemed to have not been submitted. In addition, in compliance with the provisions of CONSOB Ruling DEM/9017893 of 26 February 2009, minority lists must be accompanied by a declaration certifying the absence of any association, indirect or otherwise, as defined by art. 147-ter, paragraph 3 of the CFA and art. 144-quinquies of the Regulations adopted with CONSOB Resolution 11971 of 14 May 1999, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, as defined by the regulations in force; the declaration must also specify any existing relations, where significant, with Shareholders that hold, either singly or jointly, a controlling or relative majority interest, where identifiable, 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.
Members of the Board of Directors shall be elected in the following manner:
a) for the purposes of allocation of the Directors to be elected, account is not taken of lists that do not obtain a percentage of votes at least equal to half of the percentage required for submission of the lists;
b) four fifths of the Directors to be elected shall be taken in sequential order from the list receiving the majority of votes cast by the holders of shares carrying voting rights, and in compliance with the applicable laws concerning gender quotas. Any fractions shall be rounded down to the nearest whole number;
c) the other Directors shall be taken from the other lists that are not in any manner connected, even indirectly, with the shareholders who submitted or voted for the list that obtained the most votes. For this purpose, the votes cast for those other lists shall be successively divided by one, two, three up to the number of Directors to be elected. The resultant quotients shall be allocated to the candidates on each list who shall then be ranked in decreasing order by the total quotients allocated to them: the candidates elected shall be those with the highest quotients, provided that the required balance between the gender quotas has been complied with.
d) if, following the vote and the above procedures, legislation concerning the balance between the gender quotas elected has not been complied with, the candidates which would result to be in the various lists shall be disposed in one single decreasing ranking list, based on the quotients calculated in accordance with the procedure described in letter c). The candidate in such ranking list from the most represented gender having the lowest quotient in the ranking shall thus be replaced by the first of the candidates from the least represented gender to not be elected and belonging to the same list. If there are no other candidates in this list, the above replacement shall be approved by the General Meeting with the majority required by law.
If replacement of the candidate from the most represented gender with the lowest quotient in the ranking does not, however, enable the minimum quota required by the legislation in force to be reached, the above replacement process shall also be applied to the candidate from the most represented gender with the penultimate quotient, and so on rising from the lowest ranked candidate.
In the event that there are candidates with equal quotients, that candidate on the list from which no Director has already been elected or with the lowest number of Directors elected, shall be elected, provided that the applicable laws concerning the balance between gender quotas have been complied with. In the event of a tie of list votes, and, therefore, equal quotients, the General Meeting shall hold a new election and the candidate receiving the majority of votes shall be elected.
If only one list is submitted, or if no lists are submitted, or if, for any reason, it is not possible to appoint one or more Directors in accordance with this article, the General Meeting shall decide with the majority required by law, ensuring in any event that the necessary number of Directors meet the independence requirements established by law and that the applicable laws concerning the balance between gender quotas have been complied with
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 5 April 2013, at the registered office, or sent by certified electronic mail to email@example.com.
Publication of the lists
The Company will make the lists available to the public by 9 April 2013 at the registered office, and on the Company’s website.