Shareholders' representative appointed by the company

Shareholders entitled to vote may choose to have themselves represented by a proxy in general meetings, in accordance with the methods permitted by law. To this end, shareholders should note that in conformity with the applicable regulations, they may delegate free of charge, with instructions to vote on all or some of the items on the agenda, Spafid S.p.A., in its capacity as representative appointed by Mediobanca (the "Appointed Representative"), pursuant to Article 135-undecies of the Italian Consolidated Finance Act.

The proxy issued to the Appointed Representative is not effective with respect to items for which no voting instructions have been given.

Shares in respect of which proxies, including partial proxies, have been issued are included for purposes of establishing quorums in general meeting. For items on the agenda for which no voting instructions have been given, the shares concerned are not included for purposes of calculating the majority and the percentage share capital required for resolutions to be approved.

As required by Article 135-decies of the Italian Consolidated Finance Act, Spafid S.p.A. declares that it is in a situation of conflict of interest due to its position as a subsidiary of Mediobanca S.p.A. and accordingly is unable to cast votes other than in accordance with the voting instructions it has received.

Proxies issued to the Appointed Representative must be made by signing the appropriate form, which is available:

 

The original proxy must be sent to the Appointed Representative by 25 October 2018 to the following address:

  • for proxies with autograph signatures, delivered or sent via courier or recorded delivery (to Spafid  S.p.A Foro Buonaparte 10, 20121 Milan, Italy);
  • for proxies with eligible electronic or digital signatures, via certified email message sent to assemblee@pec.spafid.it or by clicking here.

along with a copy of a valid identity document for the shareholder issuing the proxy, or, if such shareholder is a company, for the representative-at-law of the company at the time, or another individual vested with the requisite powers of representation, along with documentation suitable for the purpose of proving such capacity and powers.

Without prejudice to the need for the original copy of the proxy to be sent via post, notification may also be sent to the Appointed Representative at the following certified email address: assemblee@pec.spafid.it

Proxies and voting instructions may also be rescinded by the same date.

 

The Appointed Representative may be contacted by shareholders requiring further clarification on telephone number +39 02 80687331 or at email address servizio.assemblee@spafid.it. It should be remembered that for shareholders to be authorized to attend general meetings and exercise their voting rights, notification to the issuer must always be made by the intermediary at the interested parties’ request.

Last update: 12/10/2018