The Shareholders’ Meeting will have authority to resolve following the procedures and on the issues provided for by law and by the By-laws, either as an ordinary or as an extraordinary meeting.
In particular, the Ordinary Shareholders’ Meeting appoints and revokes the directors, statutory auditors, auditing firms, by fixing the fees, also approving the financial statements, whilst the Extraordinary Shareholders’ Meeting resolves upon the amendments to the By-laws and upon any extraordinary transactions, capital increases, mergers and acquisitions.
Pursuant to article 12 of the By-laws and notwithstanding the enforceability of any special laws on joint-stock companies listed on any regulated markets, the Board of Directors will convene the Shareholders’ Meetings at least once a year, no later than 120 (one hundred and twenty) days as of the closing of the financial year, or no later than 180 (one hundred and eighty) days if the Company is under the obligation to draw up consolidated financial statements or if so requested by particular needs concerning the Company’s structure and purpose. Should that be the case, the management body will give reasons for the delay as per section 2428 of the Civil Code.
The Chairperson of the Board of Directors, assisted by a Secretary, will chair all Shareholders’ Meetings.
The Shareholders’ Meeting approved its own Shareholders’ Meeting Regulation on 30 March 2011 to allow an orderly and practical development of the Shareholders’ Meetings and to grant each shareholder’s right to take the floor on the issues under the Agenda.