Appointment of Directors

As regards the appointment of directors, the Company’s Articles of Association have established the use of the “list voting system” since 2004, using a transparent procedure that complies with the recommendations of art. 6.P.1. of the Code and now required by law in TUF’s new art. 147–ter. In fact, the Company had already viewed the list voting system as one of the most effective ways of fostering additional involvement in its management by persons designated by the so-called minority, by giving it the right to appoint one-fifth of the directors if at least two candidate lists are presented in accordance with the procedures specified in art. 12 of the Articles of Association.

The lists may be submitted only by those shareholders who, alone or together with other shareholders, are the owners of shares representing at least 2% of share capital with voting rights at the ordinary shareholders’ meeting (i.e. the lower limit required by CONSOB regulations) and must be filed at the Company’s registered office at least 25 days before the date of the Shareholders’ Meeting in first call.

The following rules apply to election of the Board of Directors:

a) four-fifths of the directors to be elected shall be taken from the list that obtains the majority of shareholder votes in the sequential order in which they appear on that list; if four-fifths results in a fractional number, it shall be rounded down to the nearest whole number;

b) the rest of the directors shall be taken from the other lists; for this purpose the votes obtained by these lists will be divided by one, two, three and four and so on according to the number of directors still to be elected.

The election of the directors in b) involves the application of a specific calculation by quotients, under which the candidates obtaining the highest quotients are those elected. If several candidates have obtained the same quotient, the candidate on the list that has not yet elected any director or that has elected the lowest number of directors will be elected.

If none of these lists has yet elected a director or if all have elected the same number of directors, the candidate on these lists that obtained the highest number of votes will be elected. In the case of tie votes on a list and again if the quotient is the same, a new round of voting will be held by the entire shareholders' meeting, with the candidate that receives a simple majority of the votes winning.

If the application of the list voting mechanism does not ensure the minimum number of independent directors required by applicable laws and/or regulations, the non-independent candidate with the highest sequential number in the list obtaining the most votes shall be replaced by the unelected independent candidate in the same list in the sequential order of presentation and so on, until the minimum number of independent directors is reached.

The loss of a director's independence qualifications is not a reason to lose office if the Board continues to have the minimum number of members - required by applicable laws and/or regulations - in possession of the legal independence requirements.

The lists must be accompanied at the time of filing by a curriculum vitae for each candidate, along with statements in which the candidates accept their candidacy and certify that there are no reasons of ineligibility and incompatibility preventing them from holding office and that they satisfy the requirements prescribed for the office. These statements also specify whether the candidates meet the criteria for them to qualify as independent..

Last update: 02/02/2018 - 11:00