- Single call: Thursday 30 April 2015 at 11.00 am
Procedure for participation and voting by proxy
Subjects for whom the company has received a communication from an authorised intermediary certifying, based on the evidence relating to the close of the accounting day of 21 April 2015 (record date), ownership of voting rights, are entitled to take part in the Shareholders’ Meeting. Those who are holders of shares after the aforementioned date shall not be entitled to attend and vote at the Shareholders’ Meeting.
Each party entitled to participate may be represented at the shareholders’ meeting by means of proxy, conferred in accordance with the legal provisions, with the right to use the proxy form available on this web page or which shall be sent to those that request it via fax to the number 070.4601482.
Methods for the appointment of Directors and Statutory Auditors
Standard provisions
Shareholders are entitled to present lists of candidates for the Board of Directors and the Board of Statutory Auditors if, individually or jointly with other shareholders, they represent at least a 4.5% interest in the share capital. The lists submitted by the shareholders must be filed by 5 April 2015 with the registered office of the Company in Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari, or through certified email at the address ufficiolegale.tiscali@legalmail.it, along with the information that allows for the identification of the subject in charge of submitting the lists and his/her telephone number.
The lists filed by the shareholders, along with the required information will be available to the public at the registered office and to the market management company, and will be published on the Company’s website without any delay and in any case by 9 April 2015.
Each shareholder can submit or vote only on one list, even if through a third party or through trust companies and each candidate can be included in one list only, under penalty of ineligibility. The ownership of the required minimum share for submitting a list is determined based on the shares that are registered in the name of the shareholder(s) as on the day when the lists are submitted to the Company. The ownership of the number of shares that is necessary for submitting the lists, must be demonstrated by the communications provided by the authorised intermediary, which may be received subsequently to the date of the filing of the list, but mandatorily by 9 April 2015, by certified email at the address tiscali@pecserviziotitoli.it.
The Shareholders, associated with one another, pursuant to applicable legislation, may submit or vote only for one list. Together with the list, a declaration must be provided that would state the absence of any association relationship, as set forth in art. 144-quinquies of the Regulations adopted with Consob resolution of 14/05/1999 no. 11971, as amended, with those who hold, even jointly, a controlling interest or a relative majority, pursuant to current legislation; this declaration must be provided in compliance with the provisions of Consob Communication no. DEM/9017893 of 26/02/2009.
The lists that are submitted not in compliance with articles 11 and 18 of the Articles of Association and the applicable legislation, will be considered as not submitted.
Appointment of the Board of Directors
Pursuant to article 11 (Board of Directors) of the Articles of Association, the appointment of the Board of Directors is carried out on the basis of the lists submitted by the shareholders where the candidates must be listed sequentially in order of seniority. Each list, submitted for the appointment of members of the Board of Directors and containing at least 3 candidates, must include at least 1 candidate belonging to the less represented gender.
Each list must be accompanied by the following documentation:
a) statements by which the individual candidates accept the candidacy and declare, under their own responsibility, the non-existence of causes for non-eligibility or incompatibility, as well as the fulfilment of any further requirements set forth by the law, the Articles of Associations and the Code of Conduct, including requirements of honorability, professionalism and independence;
b) a brief résumé describing the personal and professional characteristics of each candidate with the indication of the offices of administration and control held in other companies;
c) information concerning the identity of shareholders who have submitted the lists and a statement from the shareholders, other than those who hold, also jointly, a controlling interest or a relative majority, confirming the absence of any associative relationship, as defined by the applicable legislation.
Each list must indicate at least one candidate who meets the requirements of independence set forth in the applicable legislation, including the Code of Conduct, if the Board of Directors is composed of a number of members equal to or less than seven; and the names of at least two candidates who meet the above requirements of independence in all other cases.
All of the above, without prejudice to the provisions set forth pursuant to the Articles of Association (http://investors.tiscali.it/upload/statuto/Tiscali_Spa_statuto_16-2-2015.pdf).
Appointment of the Board of Statutory Auditors
Pursuant to article 18 (Board of Statutory Auditors) of the Articles of Association, the appointment of the Board of Statutory Auditors is carried out on the basis of the lists submitted by the shareholders where five candidates must be proposed, three for the Statutory Auditor office and two for the Alternate Auditor office, listed sequentially starting with the most senior.
Each list must be comprised of two sections: one with the candidates for the Statutory Auditor office, which must include at least one candidate belonging to the less represented gender, and the other with the candidates for the Alternate Auditor office who must belong to both genders. Each list must be accompanied by the following documentation:
a) statements by which the individual candidates accept the candidacy and declare, under their own responsibility, the non-existence of causes for non-eligibility or incompatibility, as well as the fulfilment of any further requirements set forth by the law, the Articles of Associations and the Code of Conduct, including requirements of good standing, professionalism and independence;
b) a brief résumé describing the personal and professional characteristics of each candidate with the indication of the offices of administration and control held in other companies;
c) information concerning the identity of shareholders who have submitted the lists and a statement from the shareholders, other than those who hold, also jointly, a controlling interest or a relative majority, confirming the absence of any associative relationship, as defined by the applicable legislation.
If by the 5 April 2015 deadline for the submission of the lists, only one list has been submitted, or the only lists submitted were from shareholders who are associated with one another pursuant to applicable legislation, other lists can be submitted until 8 April 2015 and the minimum shareholding requirement for the submission of a list is reduced by half.
All of the above, without prejudice to the provisions set forth pursuant to the Articles of Association (http://investors.tiscali.it/upload/statuto/Tiscali_Spa_statuto_16-2-2015.pdf).
Right to ask questions before the Shareholders’ Meeting
Shareholders may ask questions on the items on the agenda also before the shareholders’ meeting, by sending a letter addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari or by registered email at the address ufficiolegale.tiscali@legalmail.it. The question must be accompanied by the personal details of the requesting shareholder (name and surname or name of entity or company, place and date of birth and tax code).
Those who certify that they own shares as at 21 April 2015 (record date) are entitled to obtain a reply. To this end, the depositary intermediary must produce, also after the question, a communication effective up until the aforementioned date certifying that said requesting party owns shares, addressed to tiscali@pecserviziotitoli.it. In the event the shareholder has asked his/her depositary intermediary for a communication attesting to the legitimate right to participate in the shareholders’ meeting, it will be sufficient to include in the request the references of said communication issued by the intermediary or, at the very least, the name of said intermediary.
A response shall be provided to the questions received by 27 April 2015, after having verified their pertinence and the requesting party’s right to participate, via the means indicated by the requesting party (fax or e-mail) or, at the latest, at the Shareholders’ Meeting.
Right to add items to the agenda
Shareholders who, including jointly, represent at least one fortieth of share capital may request, by 30 March 2015, additions to the list of items to be dealt with or present further proposals on items already on the agenda.
Requests must be presented in writing via registered letter with return receipt addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari – attention of the Legal Office, or by certified email to ufficiolegale.tiscali@legalmail.it, and must reach the company within the above terms, accompanied by a report on the subjects they would like to have discussed or on the additional proposals.
Certification of ownership of the shares by the requesting shareholders and of the interest necessary to request additions must be provided via a specific communication produced by the depositary intermediary, effective as at the date of said request, addressed to tiscali@pecserviziotitoli.it.
Documentation
All shareholders’ meeting documentation shall be made available, within the legal terms, at the company’s registered office, on this web page and on the authorised SDIR-NIS storage circuit, managed by BitMarket Service.
Information on the share capital
Share capital amounts to EUR 92,052,029.67 and is divided into 1,861,535,343 ordinary shares with no par value.