Voting by Proxy
Persons entitled to vote may appoint someone to represent them in the Shareholders’ Meeting by issuing a proxy in the forms and within the limits established by law.
The proxy forms currently envisaged are:
- analogical proxy, conferred via a paper document with an ink signature,
- electronic proxy, conferred via an electronic document with an electronic signature.
Normally a single representative is permitted for each account on which the shares, object of the communication for participation in the meeting, are registered.
The delegating shareholder is entitled to give instructions to the representative, to cancel the proxy she/he has conferred, to indicate one or more replacements, to attribute to the representative the faculty of appointing a third party replacement.
The proxy is conferred for the quantity of shares indicated in the proxy. In the absence of such indication or in the case of indication of a number of shares which is higher than the number indicated in the communication to the Company by the reference intermediaries, the proxy will be valid for the total number of shares with which the delegating shareholder participates at the meeting.
In the case of proxies which are reciprocally incompatible, the Company will make reference to the issue date when this is certain and, in the absence thereof, (i) in the case of notification/sending of the copy beforehand, in chronological order of receipt by the Company, starting from the most recent receipt ; (ii) in the absence of notification/sending beforehand, in order of presentation of the representatives at the meeting.
A proxy form in Italian and English is available from the Registered Office of the Company, where it may be requested on working days between 10:00 and 13:00 hours, or from the following contacts:
- toll-free number: 800020220 (for calls in Italy)
- telephone number: +39 06 91254356 (for calls from abroad)
- e-mail address: firstname.lastname@example.org
alternatively, a printed version may be downloaded from the website:
Standard electronic proxy
In order for the Company to utilize the electronic document, the electronic proxy must contain an electronic signature and a specific time stamp in compliance with current Italian law, with a qualified electronic signature or digital signature according to the standard formats PAdEs (extension.pdf) o CAdEs (extension .p7m).
Notification or sending of copies of the proxy
Proxy votes – together with a copy of an ID document of the delegating shareholder – may be notified or sent in copy to the Company but must be received within midnight (Italian time) of 18 April 2016, in one of the following ways:
- by post to:
Corso d’Italia n. 41
00198 ROME – ITALY
- by fax to: +39 06 91254356, by e-mail to the following address: email@example.com or online, via the internet website where further information is available
Notification of the proxy is understood as the sending beforehand to the Company of the original proxy or equivalent document. The sending of the copy of the proxy is instead simple communication beforehand to the Company of a proxy, the original of which is at the representatives’ disposal and who, during the accreditation process at the shareholders’ meeting, will certify the compliance of the copy sent with the original.
The Company will accept as notification instruments:
- electronic proxies: upload via the reserved area accessible from this website;
- analogical proxies: sending via post.
For the sending in electronic form of copies of analogical proxies, a copy of the analogical document in image form in one of the following formats: .pdf, .jpg, .jpeg, .bmp, .tif is required.
Communications notifying the Company of proxies should not include any voting instructions given to the proxy-holder.
Access to the reserved area for the notification or sending beforehand of a copy of the proxy:
Reference Provisions of Law
The provisions of law regarding voting by proxy are set out in art. 2372 of the Italian Civil Code and in articles. 135-novies and 135-decies of Legislative Decree n. 58 of 24 February 1998 (Consolidated Law on Finance), which herein follow:
Art. 2372 – Civil Code
(Representation at the shareholders’ meeting)
- Persons entitled to vote may be represented in shareholder meetings, unless in the case of companies which do not make use of risk capital or co-operatives, the by-laws specify otherwise. Representation in the meeting must be conferred in writing and the related documents must be kept by the company.
- In companies which make use of risk capital, a proxy can only be conferred for each single meeting, with effect for the subsequent meetings too, except in the case of a general proxy or a proxy conferred by a company, association, foundation or other collective body or institution on one of its own employees.
- The proxy may not be conferred with the name of the representative in blank and may always be revoked no matter any agreements to the contrary. The representative may be substituted only by those persons expressly indicated in the proxy.
- If the proxy is conferred on a company, association, foundation or other collective body or institution, the afore-mentioned may appoint only one of its employees or collaborators.
Article 135-novies – Consolidated Law on Finance- Representation at the shareholders’ meeting
- Any person with the right to vote may indicate one representative for each shareholders’ meeting, without prejudice to the right to specify one or more replacements.
- As an exception to subsection 1, any person with the right to vote may appoint a different representative for each account, used to record financial instrument transactions, valid where the communication envisaged in Article 83-sexies has been issued.
- As a further exception to subsection 1, if the person indicated as owner of the shares in the communication envisaged in Article 83-sexies acts alone or through registered trustees on behalf of his or her customers, the person in question may indicate others on whose behalf he/she acts, or one or more third parties indicated by such customers, as their representative.
- If the proxy form envisages such an option, the proxy may arrange for personal substitution by another person of his or her choice, without prejudice to compliance with Article 135-decies subsection 3 and to the right of the person represented to indicate one or more substitutes.
- In place of the original, the representative may deliver or transmit a copy of the proxy, also in electronic format, confirming his or her liability in compliance of the proxy form to the original and the identity of the delegating party. The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders’ meetings concerned.
- The appointment may be made with a document in an electronic format with a digital signature in accordance with article 21, subsection 2 of Italian Legislative Decree 82 of 7 March 2005. The companies specify in the Articles of Association at least one way of electronic notification of the proxy.
- Subsections 1, 2, 3 and 4 shall also apply to cases of share transfer by proxy.
- All of the above without prejudice to the provisions of Article 2372 of the Italian Civil Code. As an exception to article 2372, second subsection of the Italian Civil Code, asset management companies, SICAVs, harmonized management companies and non-EU parties providing collective investment management services may grant representation for more than one shareholders’ meeting.
Article 135-decies- Consolidated Law on Finance – Conflict of interest of the representative and substitutes
- Conferring proxy upon a representative in conflict of interest is permitted provided that the representative informs the shareholder in writing of the circumstances giving rise to such conflict of interest and provided specific voting instructions are provided for each resolution in which the representative is expected to vote on behalf of the shareholder. The representative shall have the onus of proof regarding disclosure to the shareholder of the circumstances giving rise to the conflict of interest. Article 1711, second subsection of the Italian Civil Code does not apply.
- In any event, for the purposes of this article, conflict of interest exists where the representative or substitute:
- has sole or joint control of the company, or is controlled or is subject to joint control by that company;
- is associated with the company or exercises significant influence over that company or the latter exercises significant influence over the representative;
- is a member of the board of directors or control body of the company or of the persons indicated in paragraphs a) and b);
- is an employee or auditor of the company or of the persons indicated in paragraph a);
- is the spouse, close relative or is related by up to four times removed of the persons indicated in paragraphs a) to c);
- is bound to the company or to persons indicated in paragraphs a), b), c) and e) by independent or employee relations or other relations of a financial nature that compromise independence.
- Replacement of the representative by a substitute in conflict of interest is permitted only if the substitute is indicated by the shareholder. In such cases, subsection 1 shall apply. Disclosure obligations and related onus of proof in any event remain with the representative.
- This article shall also apply in cases of share transfer by proxy.
Ordinary shareholders are also entitled to vote electronically, starting from 30 March 2016 and up to and including 18 April 2016, via the reserved area of this website and pursuant to the procedures and limits therein set out.
Voting electronically can only be exercised by persons who are holders of the such right.
Access to the reserved area to vote electronically: https://assembleainwit.telecomitalia.it
Refrence Provisions of Law
The provisions of law regarding voting electronically are set out in art. 127 of the Consolidated Law on Finance and in articles 143-bis and 143-ter of Consob Issuers’ Regulation (resolution n. 11971 of 14 May 1999 and subsequent integrations) which herein follow:
Article 127- Consolidated Law on Finance -Postal or electronic voting)
By regulation Consob shall establish the methods for exercising votes and the procedures for shareholders’ meeting in cases envisaged in Article 2370, subsection 4 of the Civil Code.
Article 143-bis – Issuers’ Regulation -Participation at the shareholders’ meeting through electronic means
- The articles of association may provide for the use of electronic means to permit one or more of the following types of participation at the shareholders’ meetings:
a) transmission of the shareholders’ meeting in real time;
b) participation at the meeting from another location through two-way communication systems in real time;
c) exercise of the right to vote before the meeting or during it, without the need to appoint a representative to be physically present.
- Companies that permit the use of electronic means may condition this solely on existence of the requirements for identification of the parties with voting rights, and for security of the communications, in proportion to the extent to which the objectives are to be achieved.
Art. 143-ter – Issuers’ Regulation – Exercise of the vote before the shareholders’ meeting using electronic means
- Articles 141.1, 2 and 3, and 143.2 and 3 will apply to exercise of the vote expressed before the meeting, in accordance with Article 143-bis, sub-paragraph 1, letter c).
- The vote may be revoked in the same way as it was exercised by the day before the shareholders’ meeting or by declaration expressed by the interested party during the meeting.
- The company will guarantee that it will keep the information regarding the votes exercised by electronic means and revocations made before the shareholders’ meeting, including the date of receipt.
- The chairman of the control body and its employees and assistants are responsible, until the start to the scrutiny vote at the meeting, of the confidentiality of records of the votes exercised by electronic means and withdrawals.
- The votes that arrive after the time limits established will not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.