The Shareholders’ Meeting is convened as required by law and by the Company Bylaws by means of a Notice of Call published on the Pirelli Internet website. The Notice of Call is generally published at least thirty days prior to the date fixed for the first call of the meeting, and if Shareholders’ Meetings are convened to elect members of the administration and control bodies, then the publication is made at least forty days prior to the date of the meeting.
The Notice of Call is published (in full or as an abstract) in at least one national daily newspaper and is also sent to the stock exchange operator.
The Notice of Call must include the details of the date, time and place of the meeting and the list of topics to be discussed.
The Notice of Call must include, inter alia, a description of the procedures which the shareholders are required to comply with to attend the meetings and to exercise their voting rights in the meeting, as well as information concerning the following aspects (i) the right to ask questions prior to the meeting; (ii) the time limits and procedures to exercise the right to supplement the Agenda; (iii) the proxy voting procedure; (iv) the identity of the party (that the Company may have designated to confer proxy voting, as well as the procedures and time limits to confer the proxies).
The Shareholders’ Meeting cannot resolve on matters which have not been included on the Agenda.
Shareholders who, alone or together, represent at least one fortieth of the share capital may request to supplement the list of topics to be discussed, or present additional proposals to be resolved on the topics already included in the Agenda within ten days from the date of publication of the Notice to convene the Shareholders’ Meeting (unless otherwise provided by law), indicating the respective motivations. The Shareholders’ Meeting is empowered to resolve, inter alia, the following matters in ordinary or extraordinary sessions: (i) the appointment and revocation of the members of the Board of Directors and the Board of Statutory Auditors and concerning their fees and responsibilities, (ii) approval of the Financial Statements and the allocation of profits, (iii) purchase and sale of treasury shares, (iv) amendments to the Company Bylaws, (v) approval and amendment of the regulations governing the proceedings of the shareholders’ meeting (vi) the issuance of convertible bonds.
The Shareholders’ Meeting may be held in Italy, and also outside the Company’s registered office, and the ordinary session must be convened within 180 days from the end of the financial year, pursuant to Article 7.4 of the Company Bylaws.
The Shareholders’ Meeting is convened in single call and the majorities envisaged for the second call of the ordinary Shareholders’ Meeting or for the third call of the extraordinary Shareholders’ Meetings shall apply.
In this latter case, the Shareholders’ Meeting is convened in single call, with the exception of specific matters for which the laws and regulations envisage a different majority:
in the ordinary session:
- the Shareholders’ Meeting shall be deemed validly constituted whatever portion of the share capital is represented by the shareholders in attendance and resolves with the absolute majority of the share capital represented;
in the extraordinary session:
- the Shareholders’ Meeting shall be deemed validly constituted with the presence of shareholders representing at least one fifth of the share capital and resolves with the favourable vote of at least two thirds of the share capital represented.
Shareholders are entitled to view all the documents filed at the Company’s registered office in the case of Shareholders’ Meetings already called and to obtain a copy thereof at their own expense.
The proceedings of the Shareholders’ Meetings are regulated by the law, by the Company Bylaws and by the Regulations for Shareholders’ Meetings, duly approved by the Shareholders’ Meeting held on May 11, 2004 and as subsequently amended by the Shareholders’ Meeting held on April 23, 200766.
Following the changes introduced by Legislative Degree No. 27/2010 – which introduced to Italian legislation the so-called record date mechanism – the shareholders entitled to attend Shareholders’ Meetings and entitled to cast their vote are those shareholders who, based on a communication from the intermediary to the Company, are entitled to attend the meeting and cast their vote at the close of the accounting day on the seventh trading day prior to the date set for the meeting in only call. The credit and debit records performed on accounts after this deadline will not influence the entitlement to vote at the Shareholders’ Meeting.
Shareholders with voting rights may be represented by means of a proxy issued in accordance with the procedures envisaged by the applicable law and regulations.
2013 Shareholders’ Meetings
One Shareholders’ Meeting was held during the 2013 financial year, on May 13, 2013, in single call with the participation of approximately 68.95% of the ordinary share capital to discuss (i) the approval of the Financial Statements as of December 31, 2012 (approved by the favourable votes of 99.89% of the share capital represented at the meeting); (ii) the appointment of three Directors and/or the reduction of the number of members of the Board of Directors (approved by the favourable votes of approximately 99,95% of the share capital represented at the meeting); (iii) a Consultation on the Remuneration Policy (approved by the favourable votes of 98.59% of the share capital represented at the meeting); (iv) the acquisition and disposal of treasury shares (approved by 95.18% of the share capital represented at the meeting); (v) an amendment of the Company Bylaws (approved by 68.9% of the share capital represented at the meeting).
The following documents are available on the Internet website: (i) Notice of Call; (ii) a copy of the Minutes of the Shareholders’ Meeting; (iii) a summary report on the votes cast; (iv) documents, reports and resolution proposals to be examined by the Shareholders’ Meeting (v) the press release distributed by the Company outlining the proceedings of the Shareholders’ Meeting.
66 The Regulations for Shareholders’ Meetings are detailed at the end of the Report and are available on the Internet website.