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of dematerialised shares registered in the name of the shareholder
in its accounts on the registration date and for which the share-
holder has declared that he wishes to attend the General Meeting.
This deposit must be made at the registered office or with estab-
lishments designated in the notices convening the meeting, no later
than the sixth day prior to the date of the Meeting.
Registered shareholders wishing to attend the Meeting must notify
the Company of their intention by ordinary letter, fax or email, sent no
later than the sixth day before the date of the Meeting.
Article21 - Voting by proxy
All owners of shares entitling them to attend the Meeting may
arrange to be represented by an authorised representative, whether
or not this person is a shareholder. The shareholder may appoint
only one person as authorised representative for a given General
Meeting, save as otherwise provided by the Company Code.
The power of attorney must be signed by the shareholder and reach
the company or the place indicated in the notice convening the
Meeting no later than the sixth day prior to the date of the Meeting.
The Board of Directors may draw up a proxy form.
Joint owners, usufructuaries and bare owners, creditors and
pledgors must arrange to be represented respectively by one and
the same person.
Article22 - Bureau
Every General Meeting is chaired by the Chairman of the Board of
Directors or, in his absence, by the Managing Director or, should he
also be absent, by the person designated by the Directors present.
The Chairman appoints the secretary. The General Meeting shall
choose two scrutineers. The Directors present complete the bureau.
Article23 - Number of votes
Each share, Ordinary or Preference Share, confers entitlement to one
vote, save in the cases in which voting rights are suspended by the
Company Code.
Article25 - Voting by correspondence
By authorisation given by the Board of Directors in its notice conven-
ing the meeting, shareholders will be authorised to vote by corre-
spondence using a form prepared by the Company.
This form must include the date and venue of the Meeting, the name
or company name of the shareholder and his address or registered
office, the number of votes that the shareholder wishes to cast at
the General Meeting, the form of the shares held, the items on the
agenda for the Meeting (including the proposals for decisions), a
space allowing a vote to be made for or against each motion, or
to abstain, and the deadline by which the voting form must reach
the Meeting. It must be expressly stipulated that the form must be
signed, the signature certified and the entire document sent by
registered letter no later than the sixth day prior to the date of the
Meeting.
Article27 - General Bondholders’ Meetings
The Board of Directors and the auditor(s) of the Company can con-
vene the bondholders for a General Bondholders’ Meeting. They have
to convene also a General Bondholders’ Meeting when asked by
bondholders representing one fifth of the total amount of the bonds
in circulation. The notice convening the Meeting must contain an
agenda and must be established in accordance with the Company
Code. To be admitted to the General Meeting of Bondholders, the
Bondholders must conform to the formalities provided in Article 571
of the Company Code and to possible formalities provided by the
conditions relating to the issue of bonds or in the notice convening
the Meeting.
ACCOUNTING PROCEDURES -
DISTRIBUTION
Article29 - Distribution
The Company has the obligation to distribute to its shareholders,
within the limits allowed by the Company Code and the RREC regu-
lation, a dividend of which the minimum amount is laid down by the
RREC regulation.
By decision of the Extraordinary General Meeting held on 29.03.2011,
the Board of Directors is authorised to decide to distribute to the
employees of the Company and its subsidiaries, a share in the prof-
its for a maximum amount of one per cent (1%) of the profit for the
financial year, for a period of five years, the first distributable profit
being that of the financial year two thousand and eleven (2011).
The provisions of this Article may be amended only where the reso-
lutions are supported by a majority of at least seventy-five per cent
(75%) of the votes for each class of shares, on the understanding
that such a modification may not in any circumstances take place
if it does not comply with the regulations applying to the Company.
DISSOLUTION – WINDING UP
Article33 - Loss of capital
In the event that half or three quarters of the capital is lost, the
Directors must place the question of the Company’s liquidation
before the General Meeting, in accordance with the formal require-
ments set out in Article 633 of the Company Code.