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Article 25 - Voting by correspondence
By authorisation given by the Board of Directors in its notice
convening the Shareholders’ Meeting, shareholders will be authorised
to vote by correspondence 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
shall be expressly stipulated that the form must be signed, the signa-
ture certified and this form sent by registered letter at least six days
before the date of the Meeting.
Article 27 - General Bondholders’ Meetings
The Board of Directors and the auditor(s) of the company can convene
the bondholders for a General Bondholders’ Meeting. They have to
convene also a General Bondholders’ Meeting when asked by bond-
holders representing one fifth of the total amount of bonds in circu-
lation. The notice convening the Bondholders’ 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
Article 29 - Distribution
The Company has an obligation to distribute to its shareholders,
within the limits permitted by the Company Code and the RREC legis-
lation, a dividend the minimum amount of which is prescribed by the
RREC legislation.
By a decision of the Extraordinary General Meeting held on 29.03.2011,
the Board of Directors was authorised to decide on the distribution to
the employees of the company and its subsidiaries of a share in the
profits in the amount of one per cent (1%) maximum of the profit for
the accounting year, over a period of five years from the publication of
this decision.
The authorisation granted in the above paragraph is therefore
valid in principle until 08.04.2016, and allows or allowed the Board
of Directors, on the basis of this authorisation, to validly decide to
distribute a portion of the profits for all financial years that were
closed, on December 31
st
, 2011, 2012, 2013, 2014 and 2015.
By decision of the Extraordinary General Meeting held on 06.01.2016,
the authorisation granted to the Board of Directors on 29.03.2011,
including the issue in the previous two paragraphs, was eliminated
and replaced with a new authorisation granted to the Board of
Directors, according to which it is authorised to decide to distribute
to the employees of this Company and its subsidiaries, a share in the
profits for a maximum amount of one per cent (1%) of the profit for the
financial year, for an additional period of five years, the first distribut-
able profit being that of the financial year two thousand and fifteen
(2015).
The authorisation proposed in the paragraph above is granted for
a period of five years from 01.01.2016 (it being understood that the
Board of Directors may, on the basis of this authorisation, distribute a
portion of the profits for the financial year closed at 31.12.2015.
DISSOLUTION – WINDING UP
Article 33 - 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 requirements set
out in Article 633 of the Company Code.
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