Board/Management Information • Mar 23, 2017
Board/Management Information
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Shareholders' AGM of April 27, 2017
Dear Shareholders,
on March 22, 2017, the Statutory Auditors Carola Alberti and Massimo Boidi and the Alternate Auditor Fabio Pasquini, appointed by the Shareholders' AGM of April 28, 2016, from the majority slate presented by the shareholder BasicWorld S.r.l., presented, with effect from this Shareholders' AGM, their resignation from the Board of Statutory Auditors of BasicNet S.p.A.
It is therefore necessary, as per Article 2401, paragraph 1 of the Civil Code, for the Shareholders' AGM to supplement the Board of Statutory Auditors through appointing two Statutory Auditors and one Alternate Auditor, as per Article 148 of the CFA: the mandate of the Statutory Auditors so appointed will conclude together with the other members of the Board and therefore on the date of the Shareholders' AGM called to approve the 2018 Annual Accounts.
As per Article 17 of the By-Laws, where Statutory Auditors selected from the majority slate are replaced, appointment is made through a relative majority of the share capital represented at the Shareholders' Meeting, choosing from among the candidates indicated on the majority slate, ensuring that the composition of the Board of Statutory Auditors complies with the legally-required gender balance provisions.
As there are not present, apart from the nominated candidates, others on the slate presented by BasicWorld, as per Article 17 of the By-Laws, the Board of Statutory Auditors shall be supplemented by a relative majority of the share capital present at the Shareholders' AGM, subject to the right of the minority, as per the same Article 17 of the By-Laws.
In light of that above, as the members from the minority slate are still present (the Chairman Maria Francesca Talamonti and the Alternate Auditor Giulia De Martino), the slate voting mechanism shall not be applied for the supplementation.
Therefore, the Shareholders' AGM is called to consider the supplementation of the Board of Statutory Auditors, through the appointment of two Statutory Auditors and an Alternate Auditor.
The nominations should be accompanied by an exhaustive outline of the personal and professional characteristics of the candidates, together with declarations by the candidates in which they accept their candidature and state in good faith, the inexistence of reasons for ineligibility and incompatibility, as well as the fulfillment of the requirements for the respective positions, in addition to information on directorships held in other companies.
Turin, March 22, 2017
for the Board of Directors The Chairman
Marco Daniele Boglione
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