Corporate GovernanceShareholders' Meetings

Shareholders' Meetings

The shareholders' meeting is called to resolve in the manner and on the matters provided for by law and by statute, in ordinary and extraordinary form. The Ordinary General Meeting is convened at least once a year to approve the budget and must take place within 180 days of the closure of the financial year as Kinexia is required to prepare the consolidated financial statements. The date is communicated to the market with the financial calendar, the issue of which takes place within the month of December each year. The Meeting is chaired by the Chairman of the Board of Directors, assisted by a Secretary. To consult the Shareholders’ Meetings 2014 please go to related menu in the Italian site 

Shareholders' Meetings Regulations

  • Sphere of application +

    Chapter I – PRELIMINARY PROVISIONS
    Art. 1 - Sphere of Application

    1.1 The present regulations govern the conduct of ordinary and extraordinary shareholders’ meetings and, as far as they are compatible, any special meetings of the sector and of bondholders.

    1.2 Amendments of these regulations are approved by the ordinary shareholders’ meeting. Preference shares shall also be entitled to vote on the relevant resolutions.

  • Intervention, participation and attendance of shareholders’ meetings +

    Chapter II - CONSTITUTION
    Art. 2 - Intervention, participation and attendance of shareholders’ meetings

    2.1 The General Manager, Deputy General Managers, company executives and representatives of the auditing company which is responsible for certifying the financial statements, directors, auditors and group company executives can attend the shareholders’ meeting.

    2.2 Employees of the company or group companies may also attend the shareholders’ meeting as well as other parties, whose presence is considered useful by the Chairman in light of the topics to be discussed or for the business to be dealt with.

    2.3 With the consent of the Chairman, experts, financial analysts and accredited journalists may attend the meeting.

    2.4 Before illustrating the items on the agenda, the Chairman will notify those attending of the participation and the presence at the meeting of those individuals specified in paragraphs 2 and 3 of this article.

  • Procedures for checking those entitled to take part in the meeting and access to the meeting rooms +

    Art. 3 - Procedures for checking those entitled to take part in the meeting and access to the meeting rooms

    3.1 The procedure for checking those entitled to take part in the meeting is carried out in the place where the meeting is to be held within the terms laid down in the notice scheduling the meeting.

    3.2 Those who have the right to participate in the Meeting must show the Company official, at the entrance to the Meeting rooms, some form of personal identification and the certification indicated in the meeting notice. The Company official shall issue a special document to be conserved during the period in which the proceedings of the general meeting take place.

    3.3 Those who attend the Meeting as the representative of one or more holders of voting rights must deliver the documents that prove his/her entitlement to attend and sign a declaration attesting to the absence of any reasons for not acting as a representative. The proxy must be signed by the certificate holder referred to in paragraph 2.1 by his/her legal representative or a specific representative.

    3.4 Unless the Chairman of the Meeting decides otherwise, none of the following equipment may be used during the Meeting: cameras, video camcorders or similar devices, any kind of recording equipment or mobile telephones. Where the Chairman allows the use of any of the above equipment, he will decide upon the conditions and limits of the use of the same.

  • Constitution of the Shareholders’ Meeting and Opening of the Session +

    Art. 4 - Constitution of the Shareholders’ Meeting and Opening of the Session

    4.1 At the hour given in the notice of the Meeting the person qualified according to the terms of the Statute takes the chair.

    4.2 The Chairman of the Meeting is assisted by a Secretary who need not necessarily be a Shareholder. The Chairman may request the assistance of a Secretary even in cases where the minutes are to be drawn up by a Notary Public. The Secretary and the Notary Public may be assisted by their own trusted staff and may have recourse to recording devices only for their auxiliary staff to aid them in the preparation of the minutes.

    4.3 The Chairman may be assisted by individuals authorised to take part in the Meeting and may ask them to illustrate the items on the agenda and to answer questions relating to these specific issues.

    4.4 The Chairman may also be assisted by external experts who have been specially invited.

    4.5 The Chairman, upon notification of the appointed staff, settles possible disputes on the entitlement to intervene.

    4.6 The Chairman announces the number of shareholders and other persons with voting rights that are present as well as the number of shareholders who voted by correspondence indicating also the share capital represented by the aforementioned persons. The Chairman, once he has ascertained that the Meeting is validly constituted, declares the Meeting open.

    4.7 If there is not a sufficient number of people present for the Meeting to be valid, the Chairman gives notice of this fact and adjourns the discussion of the items on the agenda until a subsequent Meeting.

  • Agenda +

    CHAPTER III - DEBATE

    5.1 The Chairman and, at his invitation, anyone else who is assisting him as per Article 3 of these Regulations, will illustrate the items on the agenda and any motions to be put to the Meeting for approval. When putting forward the various topics and motions for debate, the Chairman may change the order of the same compared with the order given in the notice of the Meeting, provided that there is no opposition from those present, and he may also require that all or some of the items on the agenda be discussed together

  • Interventions and responses +

    Art. 6 – Interventions and responses

    6.1 The Chairman of the Meeting moderates the debate passing the floor to dir3ectors, auditors and to those who have requested it as specified in this Article.

    6.2 Those entitled to exercise voting rights and the joint representative of savings shareholders and bond holders may request the floor just once for each item on the agenda, making observations and asking for information. Those entitled to exercise voting rights may also put forward proposals. Motions may be put forward until the Chairman declares the discussion on that particular subject closed.

    6.3 The Chairman establishes the procedure for requesting the floor and determines the order of any such requests.

    6.4 The Chairman and, at his invitation, those who are assisting him as per Articles 4.3 of these Regulations, will answer the various speakers when they have finished speaking about the items on the agenda, i.e. after each such speech.

    6.5 Those who asked for the floor will have the right to give a short response.

    6.6 Taking into account the topic involved and the relative importance of the same as well as the number of people who wish to address the Meeting, the Chairman can specify a time limit for each speech and each response to ensure that the Shareholders can finish all the business on the agenda in the one session. Before the set time for the speech or the reply is up, the Chairman will invite the speaker to conclude.

    6.7 When nobody else wishes to address the Meeting, answer or make any response, the Chairman declares the discussion closed.

  • Adjournment +

    Art. 7 - Adjournment

    7.1 At any point during the Meeting the Chairman, should he feel it to be appropriate, can adjourn the session for a short period giving the reason for so doing.

  • Powers of the Chairman +

    Art. 8 – Powers of the Chairman

    8.1 In order to guarantee that the business of the Meeting may proceed regularly and that the attendees are able to exercise their rights, the Chairman may take the floor away from a speaker who is not entitled to speak or who continues to speak after the maximum time limit established by the Chairman is up.

    8.2 After first giving an admonition, the Chairman may also remove the floor in cases where the speech is not relevant to the topic under discussion.

    8.3 The Chairman may remove the floor in all cases where the speaker uses offensive or insulting language, behaves in a threatening way or encourages violence and disorder.

    8.4 Whenever one or more speakers prevent others from taking part in the debate or behave in such a way as to prevent the Meeting from proceeding in an orderly fashion, the Chairman first calls for order and requires that the regulations be respected. If this attempt is unsuccessful the Chairman can then instruct the persons previously admonished to leave the meeting room for the duration of the debate.

  • Preliminary operations +

    CHAPTER IV - VOTING
    Art. 9 – Preliminary operations

    9.1 Before starting the voting procedures, the Chairman re-admits any persons sent out of the meeting room as per Article 8 of these regulations.

    9.2 Before opening the debate, the Chairman can arrange that the vote on each individual item take place after the discussion of the said item or at the end of the discussion of all or some of the items on the agenda.

  • Voting +

    Art. 10 - Voting

    10.1 Before the voting takes place, the Chairman establishes how the vote will be expressed at the meeting, recorded and counted and may decide on a maximum time limit within which the vote must be expressed.

    10.2 After voting has taken place, the votes are counted and the Chairman with the aid of the Secretary or the Notary Public announces the results of the vote to the Meeting.

  • Closing the meeting +

    CHAPTER V - CLOSING
    Art. 11 – Closing the meeting

    11.1 When all the items on the agenda have been dealt with and have been voted on, the Chairman declares the Meeting closed.

  • Final Instructions +

    CHAPTER VI – FINAL INSTRUCTIONS
    Article 12

    12.1 Apart from what is set forth in these Regulations, the Chairman may adopt any measure considered appropriate in order to ensure that the business of the Meeting proceeds smoothly and that those present are able to exercise their rights.

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