The Meeting is convened by the management body at least once a year, within 120 days of the end of the financial year (30 June of each year), a term extended to 180 days in the case of consolidated financial statements or particular needs related to the company's structure and corporate purpose. The notice is published on the Company's website and, in extract form, in the Official Gazette of the Italian Republic or in one of the following newspapers: Il Sole 24 Ore, MF-Milano Finanza, or Italia Oggi. The notice indicates the place, date and time of the first call of the Meeting and of any subsequent calls, as well as the items on the agenda.
Shareholders for whom the authorized intermediary has transmitted the relevant communication to the Company by the end of the trading day preceding the date of the Meeting on first call are entitled to attend and vote at the Meeting. The right to attend and vote remains valid even where the communication reaches the Company after the above deadline, provided it is received before the start of proceedings for that particular call.
For the purposes of this communication, the accounting position at the close of the seventh trading day preceding the Meeting (the "record date") is what counts: credits or debits recorded after that date have no bearing on voting rights.
Anyone entitled to vote may be represented at the Meeting by written proxy. The proxy may also be notified to the Company electronically, by transmission via email in accordance with the procedures set out in the notice of call. For each Meeting, the Company may designate a representative — indicated in the notice of call — including on an exclusive basis, to whom a proxy may be granted with voting instructions on all or some of the proposals on the agenda, within the terms and in the manner provided by law. Where a representative is designated on an exclusive basis, attendance at the Meeting may take place only through that representative (with no possibility for the shareholder to attend in person).
The Board of Directors is composed of a minimum of 3 and a maximum of 7 members, who hold office for a maximum of 3 financial years and are eligible for re-election.
Directors are appointed on the basis of lists submitted by shareholders; only shareholders who, alone or together with others, represent at least 10% of the share capital may submit a list.
The lists, together with the professional curriculum vitae of each candidate, must be filed no later than 5 days before the date of the Meeting. By the same deadline, statements must be filed in which each candidate accepts their candidacy and declares, under their own responsibility, that no grounds for ineligibility or incompatibility provided by law exist, and that they meet any requirements prescribed by law and by regulations for members of the Board of Directors.
All directors but one are drawn from the list receiving the highest number of votes; one additional director is drawn from the second most-voted list, provided it is not connected to the first.
At least one director must meet the independence requirements set out in Article 148, paragraph 3, of the TUF (Consolidated Law on Finance).
Anyone entitled to vote may submit questions on the items on the agenda before the Meeting. The manner of submission, the deadline for doing so, and the manner in which the Company will respond are specified in the notice of call for each Meeting.