The appointment of the Board of Directors will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares representing at least 1% of the ordinary share capital.
Pursuant to article 13 of the Company’s by-laws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
The slates must be presented by September 9, 2022 at the registered office or via the e‐mail address assemblea@pec.inwit.it with valid exhibition of the certificates proving entitlement to exercise this right by September 13, 2022.
Registration of increases or decreases in the number of shares held in the accounts of the presenting shareholder after the date of filing of the slate shall have no effect on their entitlement to the exercise of their right.
The following documents must be filed with each slate:
– for each candidate:
- acceptance of candidacy,
- a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in Legislative Decree no. 58/1998 (the CFL) and/or the Corporate Governance Code of Borsa Italiana,
- an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company. Any variations that might occur prior to the day the shareholders’ meeting takes place must be promptly communicated to the Company.
− for each shareholder submitting a slate, information relating to their identity, indicating the total number of shares held by them.
Consob recommends that shareholders filing “a minority slate” file together with the slate itself a declaration certifying the absence of affiliation relations, also indirectly, as specified in art. 147-ter, section 3 of the Consolidated Law on Financial Intermediation and art. 144-quinquies of Consob Regulation n. 11971/1999.
Shareholders intending to formulate proposals the term of office or the remuneration to be assigned to the Board being elected or intending to present a slate are invited to contact the Company’s Legal & Corporate Affairs office in advance to define all the necessary details.