AGM Information • Mar 7, 2018
AGM Information
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Those entitled to participate in the shareholders' meeting and to exercise the right to vote are called to an ordinary shareholders' meeting convened at the registered offices in Via San Pietro 59/b, 43019 Castellina di Soragna (PR), in first calling on 20 April 2018 at 10.30 a.m. and, if necessary, in second calling on 23 April 2018, same time and place, to discuss and resolve on the following agenda:
The Company's share capital is divided up into 31,809,451 ordinary shares with a par value of Euro 1 each. Each share assigns the right to one vote. As at 7 March 2018, the Company held 10,550 treasury shares, in relation to which - pursuant to the law - the voting right is suspended. This number could vary in the period between today's date and that of the shareholders' meeting. Any change in the treasury shares shall be communicated when the business of said meeting commences. The information on the composition of the share capital is available on the website www.si-servizitalia.com (Corporate Governance>2018 Shareholders' Meeting).
Pursuant to Article 83-sexies of Italian Legislative Decree No. 58/98 as amended (the "Consolidated Finance Law" or "CFL") and Article 13 of the Articles of Association, shareholders are entitled to attend if they have the right to vote and the Company, by 17 April 2018, has received the communication from the appointed intermediaries, bearing witness to their ownership of the shares on the basis of the accounting records relating to the end of the accounting day of the seventh open market day prior to the date fixed for the meeting in first calling, i.e. 11 April 2018 (record date). Those who only become owners of shares after the record date are not entitled to participate and vote during the meeting.
Pursuant to Article 13.2 of the Articles of Association, each party with the right to vote who has the right to participate in the meeting, may arrange for themselves to be represented by others via written proxy, in compliance with and within the limits of the matters laid down by law. The proxy may be granted also electronically or by means of an IT document signed in electronic form as per Article 21, paragraph 2 of Italian Legislative Decree No. 82 dated 7 March 2005, in accordance with current legislation.
A proxy form is available care of the registered offices and on the Company website www.si-servizitalia.com (Corporate Governance>2018 Shareholders' Meeting), as well as care of the qualified intermediaries; the proxy can be sent to the Company by means of forwarding, via certified e-mail, to the following address si[email protected], together with the communication issued by the appointed intermediaries in compliance with their accounting records.
Any prior notification does not excuse the proxy, at the time of accreditation for accessing the meeting, from the obligation to certify the compliance with the original in the copy notified and the identity of the delegating party. The Articles of Association do not envisage voting procedures by mail or using electronic means.
Pursuant to Article 11.6 of the Articles of Association, the Company does not designate a party to which the shareholders can grant a proxy with voting instructions for participation in general meetings in pursuance of Article 135-undecies of the CFL.
Pursuant to Article 127-ter of the CFL, those who have the right to vote can ask questions on the business placed on the agenda, also before the meeting, by the deadline of 17 April 2018, by means of registered letter sent to the Company's registered offices, or via certified e-mail to the e-mail address si[email protected]; for the purpose of exercising this right, the Company shall have to receive a specific communication issued by the intermediaries care of which the shares owned by the shareholder are deposited. These questions shall be answered at the latest during the meeting, with the faculty of the Company to provide a single answer to questions with the same content.
Pursuant to Article 126-bis of the CFL, the shareholders which, also jointly, represent at least a fortieth of the Company's share capital, can request, within ten days of the publication of the notice of calling for the meeting (or rather 17 March 2018), the integration of the list of business to be discussed, indicating the additional matters they propose in the request, or present new resolution proposals on the business already on the agenda. The requests must be presented in writing, forwarded via registered letter to the Company's registered offices, or by means of notification to the e-mail address [email protected] and accompanied by a specific communication issued by the intermediaries care of which the shares owned by the shareholders are deposited. Disclosure shall be made of any integration of the list of business which the meeting shall have to deal with or the presentation of additional resolution proposals on the matters already on the agenda, in the prescribed forms for the publication of this notice of calling, at least fifteen days before the date fixed for the meeting in first calling. The request to supplement the list of business to be dealt with is not permitted for the aspects on which the meeting resolves, as per the law, upon the proposal of the directors or on the basis of a project or a report drawn up by the same, differing from those as per Article 125-ter, first paragraph of the CFL. The shareholders who request the integration of the agenda must draw up a report which discloses the reason for the resolution proposals on the new business whose discussion they propose, or the reason relating to the additional resolution proposals presented on the business already on the agenda. The report must be delivered to the management body by the last deadline for the presentation of the integration request. The management body shall make the report available to the general public, accompanied by its assessments, if any, at the same time as the publication of the notification of integration, making it available care of the registered offices, on the Company website and by means of the other formalities envisaged by the Consob regulations in force on the subject.
Pursuant to existing laws and art. 15 of the Articles of Association, the Board of Directors is composed on the basis of lists submitted by shareholders in which candidates are listed with a progressive number.
Within the time limit for filing it at Company's registered office, each list must be enclosed with the additional documentation required by art. 15 of the Articles of Association and shown in the Directors' Report under item 5 of the agenda and freely available on the website www.si-servizitalia.com (Corporate Governance>2018 Shareholders' Meeting).
The Shareholders who, alone or with other shareholders, hold shares with voting rights representing at least 2.5% of the share capital entitled to vote at the Ordinary Meeting are entitled to submit lists (pursuant to what stated by CONSOB Resolution no. 19109 published on 24th January 2018).
The ownership of the minimum shareholding required for the submission of lists is determined having regard to the shares registered in the name of the member on the day on which the lists are filed at the Company.
The document certifying the ownership of such shares can be produced even after filing, but within the deadline for the publication of lists by the Company by sending appropriate communication as prescribed by law within 30 March 2018.
The lists, together with the information concerning the identity of the shareholders presenting them and the percentage of the total shareholding held, as well as the curriculum vitae concerning the personal and professional characteristics of the candidates with the attestation of the possible eligibility to qualify as independent director and the indication of the roles as director or auditor in other companies and the declarations through which each candidate certifies the absence of causes of ineligibility and incompatibility, as well as the existence of the requisites prescribed by current legislation and by the Articles of Association, must be filed must be deposited at Company's registered office or sent via email to the following address si[email protected], twenty-five days prior to the date set for the Shareholders' Meeting on first call, i.e. by 26 March 2018, and made available to the public at Company's registered office and website and by other means provided by the CONSOB, at least twenty-one days prior to the Meeting, i.e. within 30 March 2018.
In case just one list has been filed (or in case no list has been presented), the Assembly resolves according to law and with majorities stated by law, without following the procedure described in the Articles of Association, respecting the applicable discipline about gender balance.
It is here reminded that, according to art. 15 of the Articles of Association, the renewal of the Board of Directors must comply with the rules on the balance between genders according to the law of 12 July 2011 no. 120. According to said law, a share of at least one third of elected directors is reserved to the less represented gender. It is therefore required that if the Shareholders wish to submit lists for the renewal of the Board of Directors with a number of candidates equal to or greater than three, these lists must ensure the presence of both genders, so that candidates of the less represented gender are at least one third of the total (rounded to the upper unit in case of a fractional number).
It is recalled that the Consob Recommendation no. DEM/9017893 of 26 February 2009 recommends to Shareholders presenting a minority list to file, together with the list, a declaration certifying the absence of any connection, even indirect, pursuant to art. 147-ter, paragraph 3, of the TUF and art. 144-quinquies of the Issuers Regulation, with shareholders who hold, also jointly, a controlling or majority stake, which can be identified on the basis of the notifications of significant shareholdings pursuant to art. 120 of the CFL or the publication of the shareholders' agreements pursuant to art. 122 of the same Decree.
Lists with a number of candidates over seven must include at least three candidates who meet the independence requirements set for statutory auditors by art. 148, paragraph 3 of the CFL, as well as in art. 3 of the Corporate Governance Code. Lists, which do not comply with the above provisions, will not be considered as submitted.
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The illustrative reports of the Board of Directors on the points on the agenda and the resolution proposals contained therein, as well as the documentation relating to the business on the agenda, envisaged by current legislation, shall be made available to the general public care of the Company's registered offices, published on the Company website www.si-servizitalia.com, in the section Corporate Governance>2018 Shareholders' Meeting, as well as care of the authorised storage mechanism at the following e-mail address , under the terms and formalities as per the law. The remaining documentation useful for the meeting shall be published by the legal deadlines. The shareholders have the faculty to obtain a copy of the same at their own expense.
It should furthermore be recalled that, pursuant to Article 125-quater of the CFL, the Company's website www.si-servizitalia.com (Corporate Governance>2018 Shareholders' Meeting) provides the following documents or information: (i) the documents which will be submitted to the meeting; (ii) the forms which the shareholders have the faculty to use for the vote by proxy and the related instructions; (iii) the information on the amount of the Company's share capital with indication of the number and of the categories of shares which it is divided up into.
With regard to any additional information relating to the Shareholders' meeting, and in particular the formalities for exercising the rights, it is possible to consult the Company's website www.si-servizitalia.com, in the section Corporate Governance>2018 Shareholders' Meeting or write to the Corporate Services office at the following certified e-mail address [email protected].
This notice of calling is published as of today's date, pursuant to Article 125-bis of the CFL and pursuant to Article 11 of the Articles of Association, on the Company's website www.si-servizitalia.com (Corporate Governance>2018 Shareholders' Meeting) and is available care of the authorised storage mechanism at the address and, in extract form, in the newspaper MF – Milano Finanza dated 8 March 2018.
The shareholders are kindly requested to present themselves at least half an hour before the start of the meeting's business for the purpose of facilitating the registration procedures.
Castellina di Soragna, Parma, Italy 7 March 2018.
The Chairman of the Board of Directors
Signed Roberto Olivi
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