Directors' appointment

According to art. 10 of the Bylaws, the Company is managed by a Board of Directors composed by up to a maximum of 15 members who are in office for three years and are re-elected.

The appointment of the Board of Directors takes place on the basis of lists submitted by the shareholders in which the candidates must be listed by a progressive number. The lists submitted by the shareholders, subscribed by those present, must be filed at the Company's headquarters, at least twenty-five days before the date set for the Shareholders' Meeting called to decide on the appointment of the members of the Board of Directors. They are made available to the public at the company's registered office, on the website and in any other manner provided by Consob with regulations at least twenty-one days before the date of the Shareholders' Meeting.

Each shareholder may submit or participate in the submission of a single list and each candidate can present itself in only one list on penalty of ineligibility.
The right to submit the lists is

held by only the shareholders who, alone or together with other shareholders, have the total number of shares representing at least 1% of the share capital with the right to vote at the ordinary shareholders' meeting, or the smaller measure required by the regulatory framework issued by CONSOB, with the obligation to prove the ownership of the number of shares needed to submit the lists within the time limit provided for the publication by the Company of the shares.

Together with each list, applicants must accept their candidacy and the statements by which they themselves attest, under their own responsibility, that there are no reasons for ineligibility and incompatibility and the existence of the requirements that they have been required for their respective offices.

Declarations must be submitted for each candidate with a curriculum vitae containing personal and professional characteristics, with the indication of the management and control duties held by other companies and the possession of the required independence requirements for the directors of listed companies according to the law or by the code of conduct adopted by the Company. In order to ensure a gender balance, the lists containing a number of candidates equal or more three must include different gender candidates at least in the minimum required by existing applicable law and / or regulatory regulations, as specified in the notice of call of the shareholders meeting. Any changes that may occur until the effective date of the Shareholders' Meeting are promptly communicated to the Company.

Lists submitted without respect to the foregoing provisions are considered as not presented.

Last revised: 4 Oct 2017 7:00 am