SHAREHOLDERS’ MEETING

Notice of the Shareholder's Meeting. Pursuant to Article 9 of the Bylaws, Shareholders’ Meetings are convened by means of a notice published within the statutory deadline on the Company’s website and with the other methods required by the applicable laws and regulations in force from time to time.

The deadline for publishing a notice of an ordinary meetings (Shareholders’ Meeting convened to approve the financial statements) is 30 days before the date of the meeting. A more extended deadline (40 days) applies to Shareholders’ Meeting convened to elect the Board of Directors and the Board of Statutory auditors, while shorter deadlines of twenty-one and fifteen days apply, respectively, to (i) Shareholders’ Meetings convened to approve share capital transactions, when losses exceed one-third, or liquidation, and (ii) in the event of a tender offer, to authorize the Board of Directors to carry out transactions that could be in conflicts with the tender offer.

Under the current system, which, by the way, is provisional, the Notice of Shareholders’ Meeting must be sent to the Consob and to Borsa Italiana through the SDIR-NIS system and published in a newspaper with national circulation. The Bylaws leave to the discretion of the Board of Directors the choice of newspaper between Il Sole 24 Ore and Corriere della Sera. The Company has always published its notices in Il Sole 24 Ore.

The Ordinary Shareholders’ Meetings is convened at least once a year to approve the annual financial statements which must occur within 120 days after the end of the Company’s financial year, or within 180 days if the legal conditions, in force from time to time, to do so are met. The exact date will be communicated to the market with the financial calendar, the disclosure of which is usually within the month of December each year.

The Shareholders’ Meeting is duly convened and resolves in accordance with the applicable laws and regulations in force from time to time, without prejudice to the provisions set forth in Article 14 of these By-laws for the election of the Directors and in Article 22 of these By-laws for the election of the Statutory Auditors.

Attendance and Representation at Shareholders’ Meetings. Pursuant to Article 10 of the Bylaws, The right to be present at, to attend the Shareholders’ Meeting and exercise the voting rights are disciplined by the applicable laws and regulations in force from time to time for the shares admitted to a centralized clearing system. (For the Shareholders’ Meeting of shares admitted to trading in a regulated market, the shares must be registered in the account of the holder of the voting right on the date set by the applicable laws and regulations in force from time to time; for the shares not admitted to trading on a regulated market, the shares must be registered at the close of the accounting day of the second working day prior to the date of the Shareholders’ Meeting’s first calling. Evidence of the right to attend the Meeting must be provided by means of a communication issued by an intermediary, in accordance with its books of accounts, on behalf of the holder of the voting rights attesting that, by the abovementioned deadlines, the shareholder’s shares had been deposited in dematerialized form with the centralized clearing system. Pursuant to law, the issuer must receive the abovementioned communication before the Shareholders’ Meeting is called to order on the first calling.  The right to be represented at the Shareholders’ Meeting is governed by the applicable statutes. Notice of the proxy to attend the Shareholders’ Meeting may also be given by sending the proxy form to the certified E-mail address provided in the Notice of Shareholders’ Meeting

Holding Shareholders' Meeting the Company did not adopt Shareholders’ Meeting regulations because it believes that the power attributed by the Bylaws to the chairman of the Meeting (who is responsible for managing the Meeting), which include determining the Meeting’s Agenda and the voting method, are sufficient to maintain an orderly performance of Shareholders’ Meetings, thereby avoiding the risks and inconveniences that could result, should a Shareholders’ Meeting fail to comply with Meeting regulations.

Convening a Shareholders’ Meeting and Requirements for Adopting Valid Resolutions. the Shareholders’ Meeting is duly convened and resolves in accordance with the applicable laws and regulations in force from time to time.

Activities and Attributions of the Special Meeting of Holders of Savings Shares. The Special Meeting of Holders of Shavings Shares has jurisdiction over the following issues: the election and dismissal of the Common Representative and any liability actions towards him, the approval of resolutions by the Company’s Shareholders’ Meeting that undermine the rights of savings shareholders, the establishment of a fund for expenses needed to protect their common interests, the settlement of disputes with the Company and any other subject of common interest. The Special Meeting is governed by the provisions of the laws applicable to special meetings of savings shareholders and, if compatible, the relevant provisions of the Bylaws for the Extraordinary Shareholders’ Meeting.