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8 April 2020 Shareholders' Meeting

 

In accordance with Art. 106, paragraph 4 of Decree Law No. 18 of 17th March 2020, participation in the Shareholders’ General Meeting will take place exclusively through the Designated Proxy Holder pursuant to Art. 135-undecies of Legislative Decree No. 58 of 24th February 1998 (the “Consolidated Finance Law”).

 

Proxies or sub-proxies within the meaning of article 135-novies of the Consolidated Finance Law, as an exception to article 135-undecies, paragraph 4, of the Consolidated Finance Law, may also be conferred on the aforementioned Designated Proxy Holder.

 

Furthermore, for the purposes of participation and the exercise of voting rights, proxies may only be granted following a request made to the authorised intermediary to send a communication to the Company certifying the legitimate entitlement to take part in the Shareholder Shareholders’ Meeting and to exercise voting rights, in accordance with Art. 83-sexies of the Consolidated Finance Law (known as a biglietto assembleare – “ticket to the meeting”).


 

Proxy granted to the Proxy Holder Designated by the Company pursuant to Art. 135-undecies of the Consolidated Finance Law



 

 


 

 

A proxy may be granted to Computershare S.p.A., the representative designated for that purpose by the Company in accordance with Art. 135-undecies of Legislative Decree No. 58 of 24th February 1998 (the “Consolidated Finance Law”).

A proxy granted to the Designated Proxy Holder must contain voting instructions and it has effect only for those proposals for which instructions have been granted.

It is underlined that the shares for which a proxy has been granted to the Designated Proxy Holder are calculated for the purpose of determining the proper constitution of the Shareholders’ General Meeting. On the other hand, with regard to proposals for which no voting instructions have been given, the shares are not considered in calculating the majority and the percentage of capital required for the resolutions to be approved.

The grant of a proxy to the designated proxy holder is free of charge for the shareholder, except possibly charges for mailing the proxy itself.

The proxy form, to be notified to the Company through the Designated Proxy Holder with the voting instructions reserved to it, must be received by 6th April 2020 together with documentation giving proof of possession of the powers required for the relative purposes.

 

In order to grant a proxy to the Designated Proxy Holder in accordance with Art. 135-undecies of the Consolidated Finance Law, the special web app provided and managed directly by Computershare S.p.A. may be used (it can be accessed using the link above), with which guided compilation of the form for granting a proxy to the Designated Proxy Order can be completed.


 

 

 

As an alternative to the web channel reported above, a form for granting a proxy to the Designated Proxy Holder pursuant to Art. 135-undecies of the Consolidated Finance Act has been made available below in PDF format. The proxy must arrive with the voting instructions conferred not later than 6th April 2020:

-     in the form of a computer copy (PDF) sent to ubi@pecserviziotitoli.it, provided that the person granting the proxy, even if a legal person, uses their own certified electronic mailbox or, in the absence of this, signs the electronic document with an advanced electronic signature, either qualified or digital, or

-     by email to the address sedeto@computershare.it together with a copy of an identity document of the grantor of the proxy with the original sent to the offices of Computershare S.p.A., at Via Nizza 262/73 - 10126 Torino.


 


 

 

The proxy and the voting instructions may be revoked by that same 6th April 2020 deadline following the procedures indicated above.

 

We also inform you that the proxy form for the Designated Proxy Holder in accordance with Art. 135-undecies of the Consolidated Finance Law may also be requested in hardcopy form, free of charge, from the telephone number +39 011 0923226  (from Monday to Friday, from 9:00 a.m. to 6:00 p.m.).

Information on granting a proxy to the Designated Proxy Holder may be obtained by contacting Computershare S.p.A. on the number +39 011 0923226.


 

 

 

Proxy/sub-proxy pursuant to Art. 135-novies of the Consolidated Finance Law


 

In order to confer a proxy or sub-proxy in accordance with Art. 135-novies of the Consolidated Finance Law, a special form is available reproduced below.

The proxy/sub-proxy form (in the latter case accompanied by the proxy form) must be notified to the Company through Computershare S.p.A with the voting instructions reserved to it together with an identity document and also the documentation giving proof of the powers required for the relative purposes. It must be sent in one of the following ways:

    a computer copy (PDF) sent to ubi@pecserviziotitoli.it, provided that the person granting the proxy, even if a legal person, uses their own certified electronic mailbox or, in the absence of this, signs the electronic document with an advanced electronic signature, either qualified or digital, or

    by email to the address sedeto@computershare.it together with a copy of an identity document of the grantor of the proxy with the original sent to the offices of Computershare S.p.A., at Via Nizza 262/73 - 10126 Torino.

 

Information may be obtained by contacting Computershare S.p.A. on the number +39 011 0923226.