The document providing an overview of the procedures for participating at Salini Impregilo S.p.A. shareholders’ meetings and the exercise of voting rights is posted on the company’s website www.salini-impregilo.com (under the "Corporate Governance - Shareholders’ Meetings” section).
Article 12) of the Bylaws establishes that meetings can take place in Italy and not necessarily at the registered office. Ordinary meetings are called every year within one hundred and twenty days of the reporting date and, at the very latest, within one hundred and eighty days if the legal conditions for doing so are met. Ordinary and extraordinary meetings are also called whenever the Board of Directors deems it suitable and when provided for by law.
Pursuant to Article 14) of the Bylaws, each holder of a right to vote who is eligible to attend a Shareholders’ Meeting can be represented at the Shareholders’ Meeting by means of a written proxy given to another party, pursuant to law. The Chairman of the Shareholders’ Meeting is responsible for verifying the validity of the proxies and the rights of those present to attend the Meeting.
Article 15) of the Bylaws establishes that both ordinary and extraordinary shareholders’ meetings shall be constituted and pass resolutions according to law. Sections 4 and 13 of this report set out the conditions for electing members of the Board of Directors and the Board of Statutory Auditors.
Article 16) of the company Bylaws states that the notice may indicate the day of a second call or of any subsequent calls. The admittance document issued for the first call is also valid for the subsequent calls. The Board of Directors may nonetheless decide, if it deems it appropriate and by giving express indication of this in the notice of call, that the ordinary and extraordinary shareholders’ meeting are to be held in a single call.
It also states that Shareholders’ meetings shall be called through publication of a notice containing the information required by applicable regulations, within the times set by law:
- on the Company’s website;
- in the Official Gazette of the Italian Republic or the Corriere della Sera newspaper, when required by a compulsory order or so decided by the Board of Directors;
- in any other manner required by the laws and regulations in effect at any given time.
Shareholders may notify the company of their proxies by sending the document to the e-mail address indicated in the notice. The Bylaws do not require that the shares, for which the communication pursuant to Article 2370.2 of the Italian Civil Code is required, remain unavailable until the meeting has been held, nor do they allow voting by post or on-screen or video link-up.
With respect to the meeting held on April 30, May 9 (special savings shareholders’ meeting) and September 12, 2013, pursuant to Article 135-undecies of TUF, the company appointed a Designated representative to which the shareholders may give proxies with voting instructions for all or some of the issues on the agenda.
On March 19, 2015, the Board of Directors convened an Extraordinary Shareholders’ Meeting for April 30, 2015, for the purpose of amending Article 16 of the Bylaws. For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.
Pursuant to Articles 17) 18), and 19) of the Bylaws, the meeting is chaired by the chairperson of the Board of Directors, or in his absence, by one of the deputy chairpersons. If this is not possible, the meeting appoints a chairperson from among the directors or shareholders present. The chairperson of the Shareholders’ meeting has full powers to verify the eligibility of holders of voting rights to attend the meeting and, more specifically, the validity of proxies, so as to ascertain whether the meeting is duly convened and with the required quorum, as well as the power to manage and govern the proceedings and establish the voting procedures. The meeting appoints a secretary who need not be a shareholder and, if necessary, two vote-counters among shareholders and statutory auditors. Resolutions are recorded in minutes entered in a special register signed by the Chairman, the Secretary and the vote-counters, if appointed. The minutes of the Shareholders’ Meeting, if drawn up by a notary public, are subsequently recorded in the aforementioned register.
On March 19, 2015, the Board of Directors convened an Extraordinary Shareholders’ Meeting for April 30, 2015, for the purpose of amending Article 18 of the Bylaws. For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting”. The Issuer’s Bylaws do not provide that the meetings have to approve specific actions taken by the directors.
As described in section 4.3 of this report, under Article 24 of the Bylaws, the Board of Directors is granted the power to resolve to establish or close branches in Italy or abroad, reduce the share capital in the event of a shareholder withdrawal, amend the Bylaws to comply with changes in legislation, transfer the registered office within Italy, and carry out a merger by absorption of a wholly owned subsidiary or a company in which at least a 90% ownership stake is held, all of the above in compliance with the provisions of Articles 2505 and 2505 bis of the Italian Civil Code.
On March 19, 2015, the Board of Directors convened an Extraordinary Shareholders’ Meeting for April 30, 2015, for the purpose of amending Article 24 of the Bylaws to include, among the powers reserved to the Board of Directors, also powers related to spin-offs. For further information on this item, please see the Board of Directors’ Report that will be published on the company’s website www.salini-impregilo.com under the “Governance – Shareholders’ Meeting” section.
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The shareholders approved the “Rules for Impregilo S.p.A. shareholders’ meetings” (now Salini Impregilo) during their ordinary meeting on May 8, 2001. These rules are available at www.salini-impregilo.com, under the "Corporate Governance - Shareholders’ Meeting” section, and were drawn up using the format proposed by Assonime. Their scope is to ensure the orderly conduct of meetings with respect to each shareholder’s fundamental right to request clarifications about matters on the agenda, to express its opinion and make proposals.
These rules set out the methods used to ensure each shareholder’s right to take part in discussions about the matters on the agenda.
Eight directors (including the Chairperson and CEO) participated at the Shareholders’ Meeting held on April 30, 2014. Eight directors (including the Chairperson and CEO) participated at the Shareholders’ Meeting held on September 19, 2014. The Board of Directors reported to the shareholders about the activities both carried out and planned for the future in the meetings. It took the necessary steps to ensure that the shareholders receive adequate information about the matters in order to be able to make informed decisions. None of the shareholders asked the chairperson of the compensation committee to report on how the committee works.
In accordance with current Bylaws requirements, changes in the Issuer’s market capitalization during the year did not impair the exercise of actions or privileges designed to protect the minority shareholders.