Pirelli & C.

View your recently saved pages:
View all pages (0)

15. Shareholders' meetings

The Shareholders’ meeting – that may be ordinary or extraordinary – has the competence, according to the law, for resolving upon a series of specified matters such as the approval of the financial statements, the election and the revocation of directors, statutory auditors, and external auditors and their fees, the purchase or sale of own shares, the modification of the Company Bylaws, the issuance of convertible bonds and, except for restricted cases, merger and division transactions.

An ordinary Shareholders’ Meeting – which may be held in Italy, not necessarily in the registered office – must be convened within 120 days of the end of the financial year. In this respect it should be noted that the modification to article 7 of the Company Bylaws, in the part in which the faculty to call the meeting to approve the financial statements may be called – pursuant to article 2364 of the Italian Civil Code – within 180 days of the end of the financial year, will be put to the Shareholders’ Meeting to approve the 2009 Financial Statements. It should be noted that legislative decree 27/2010, in response to requests from various parties, modifies article 154-ter of the CFL, and again permits the meetings of shareholders of listed companies to approve the financial statements to be called within 180 days of the end of the financial year. It should be recalled that article 2364 of the Italian Civil Code no longer applied to listed companies after the introduction of article 154-ter of the Consolidated Finance Law by legislative decree no. 195/2007, which required these companies to have their statutory and consolidated financial statements approved within 120 days of the end of their financial year.

The proposed modification will again allow Companies to avail themselves, if they wish, of the faculty offered in article 2364 of the Italian Civil Code.

The Board of Directors reserves the right to proceed at a later date, at the time and in the ways that might be opportune, to take further necessary measures to adapt to the provisions of legislative decree 27/2010, while any inclusion of additional faculties that this legislative decree permits, when envisaged in the Company Bylaws, will be evaluated once the regulatory framework to implement the legislative decree has been fully defined. For more detail, see the Directors’ Report, which will be made available on the Company website.

In line with the calendar circulated by the Company, the date of first call of the Shareholders’ Meeting is 20 April 2010, and in second call for 21 April 2010.

In addition to the law and the Bylaws, Shareholders’ Meetings are governed by the Rules of Proceedings approved by the Shareholders’ Meeting held on 11 May 2004 and subsequently modified by the Shareholders’ Meeting held on 23 April 200784.

The Shareholders’ Meeting is chaired, in the following order, by the Chairman of the Board of Directors, by a Deputy Chairman or a Managing Director; if there are two or more Deputy Chairmen or Managing Directors, they are chaired by the senior in age. In the absence of the aforementioned individuals, the Shareholders’ Meeting is chaired by another person elected by the shareholders with the favourable vote of the majority of the capital represented at the meeting.

The Chairman of the shareholders’ meeting – among other things – verifies that the meeting has been validly constituted, ascertains the identity of those present and their right to attend, including by way of proxies, ascertains the legal quorum and governs the proceedings, with the faculty to establish a different order for the discussion of the topics listed in the agenda indicated in the notice convening the meeting. The Chairman also takes appropriate action to ensure orderly discussion and voting, establishing the procedures and verifying the results.

The decisions of the Meeting are recorded in minutes signed by the Chairman of the meeting and the Secretary or by the Notary public. The minutes of extraordinary Shareholders’ Meetings must be prepared by a Notary public appointed by the Chairman of the meeting.

Pursuant to the bylaws, shareholders for whom the communication specified in subsection two of article 2370 of the Italian Civil Code is received by the Company within the two days preceding the date of the single meeting may speak in the Shareholders’ meeting 85.

The Bylaws do not provide for the shares for which the communications mentioned in the aforementioned article 2370, subsection 2 of the Italian Civil Code to be unavailable until the meeting has been held.

With reference to the right of each shareholder to speak on topics raised for discussion, it should be noted that the Rules of Proceedings for shareholders’ meetings provide that the Chairman determines the period of time available to each speaker at the start of the meeting, taking the importance of the individual items on the agenda into account, but in any event no less than 15 minutes. Persons who wish to speak must ask the Chairman or the Secretary, indicating the topic to which the speech refers. The request may be presented up to the moment the Chairman has declared closed the discussion of the matter which the demand to speak refers.

Participants may ask to speak a second time during the discussion, for a period of no more than five minutes, solely for the purpose of replying or formulating voting intentions.

The Rules assign to the Chairman of the meeting the right to grant those shareholders who have requested it, pursuant to the law and the Company Bylaws, a period of no longer than 15 minutes to illustrate proposals and explain the reasons for them to be added to the items to be discussed in the Shareholders’ Meeting.

As far as the meeting of holders of savings shares is concerned, this is called by the Common Representative of the savings shareholders of the Company or by the Board of Directors every time they believe it to be opportune or when its convening is required by the law.

The special meeting of savings shareholders is chaired by the Common Representative of the savings shareholders or, in his absence, by the person elected by a majority of the capital represented at the meeting.

Pursuant to the Company Bylaws 86 the Company is responsible for the expenses of organising the special shareholders’ meeting and for the remuneration of the Common Representative.

The savings shareholders’ meeting – which took place on 28 January 2009, to appoint a Common Representative, since the mandate had expired - confirmed Giovanni Pecorella as Common Representative of savings shareholders for the years 2009-2011, determined his remuneration, and approved the creation of a fund for the expenses necessary for the protection of the common interests of the group. When renewing the Common Representative, the savings shareholders’ voted separately on the appointment of the Common Representative and on the determination of his fee and of the common fund.

84 The Rules of Proceedings are printed at the end of this Report, and also available in the Governance section of the website at www.pirelli.com.

85 Article 7 of the company bylaws.

86 Article 6 of the company bylaws.