2021 Shareholders' Meeting
26/27 April 2021
Published on 30 March 2021
Published on 30 March 2021
Published on 30 March 2021
Guidelines on the quantitative and qualitative composition considered optimal for the renewal of the Management Body
Published on 12 March 2021
Information for the Shareholders
- Procedure for participation and voting by proxy
The Shareholders' Meeting may be attended exclusively through Computershare S.p.A., with offices in Turin, via Nizza 262/73 (www.computershare.com), as the representative designated by the Company (also the "Appointed Representative" pursuant to Article 135-undecies of the Italian Consolidated Finance Act (also "CFA").
The persons with voting rights who intend to participate in the Shareholders' Meeting must be represented by Computershare S.p.A. alternatively:
- pursuant to Article 135-novies of the Consolidated Finance Act, by means of a written proxy and/or sub-delegation with voting instructions on all or some of the proposals on the agenda drawn up in accordance with current regulations, with the right to use the proxy and/or sub-delegation form prepared by Computershare S.p.A., in agreement with the Company, which will be available on this website as soon as possible and, in any case, no later than 5 April 2021 (click here to download the proxy form).
For the notification of proxies and/or sub-delegations, also electronically, the instructions on the forms must be followed; or
- pursuant to Article 135-undecies of the Consolidated Finance Act, by written proxy with voting instructions on all or some of the proposals on the agenda, provided that it is received by Computershare S.p.A. by 22 April 2021, in the case of first call, and by 23 April 2021, in the case of second call, according to the procedures indicated and by means of the specific proxy form prepared by Computershare S.p.A., in agreement with the Company, which will be available on this website as soon as possible and, in any case, no later than 5 April 2021:
- Computershare S.p.A. proxy form
- Guide for completing and submitting via internet the Computershare S.p.A. proxy form
The proxies are not valid for resolutions for which no voting instructions have been given. To notify the proxies, including via email, it will be necessary to follow the instructions shown on the proxy forms themselves.
If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to 011.0923200.
- The right to submit questions prior to the Shareholders' Meeting
Pursuant to Article 127-ter of the CFA, the Shareholders may submit questions on the issues on the agenda also prior to the Shareholders' Meeting, by sending a registered letter with advice of receipt addressed to ERG S.p.A., Via De Marini 1, 16149 Genoa or to the certified email address email@example.com, to the attention of Emanuela Delucchi, Head of Investor Relations & CSR.
The question must be accompanied by the personal data of the requesting Shareholder (first name and surname or company name in the case of an entity or company, place and date of birth and fiscal code).
Those who have proven the ownership of their shares as at 15 April 2021 (record date) will be entitled to receive a reply. For this purpose, a communication shall be addressed to firstname.lastname@example.org, also after the question is submitted, with effectiveness until the above-mentioned date, issued by the depository intermediary and proving the ownership of the shares by the requesting party. If the Shareholder has requested from its own depository intermediary the notice proving entitlement to attend the Shareholders' Meeting, it will suffice for the request to provide the reference details of any notice issued by the intermediary or, at least, the name of the intermediary itself.
After having verified the relevance of the questions and the requesting party's right to attend the Shareholders' Meeting, questions received by 15 April 2021 will be answered by 20 April 2021 (earlier than 24 April 2021, as required by current regulations) by publication in the section "Corporate Governance/2021 Shareholders' Meeting".
- The right to make additions to the agenda and submit additional proposed resolutions on items already included in the agenda
Pursuant to Article 126-bis of the CFA, Shareholders who, also collectively, represent one-fortieth of the share capital may request additions to the issues to be discussed, or submit additional proposed resolutions on items already included in the agenda by 26 March 2021.
No additions will be accepted for issues on which the Shareholders' Meeting resolves, in accordance with the law, upon proposal of the governing body or on the basis of a plan or of a report prepared by said body, other than those under Article 125-ter, paragraph 1, of the CFA.
Requests shall be submitted in writing, by registered letter with advice of receipt addressed to ERG S.p.A., Via De Marini 1, 16149 Genoa or to the certified e-mail address email@example.com, to the attention of Giovanni Marco Scollo, Head of Corporate Affairs, provided that they are received by the Company within the time limits referred to above and are accompanied by a report on the proposed new issues to be discussed or additional proposed resolutions.
Certification of the requesting Shareholders' ownership of the shares and of the percentage interest necessary to request the addition to the agenda must be provided in a specific notice produced by the depositary intermediary, effective on the date of the request, sent to firstname.lastname@example.org.
- Individual proposals for resolutions
In relation to the fact that participation in the Shareholders' Meeting is envisaged exclusively through the Appointed Representative, legitimate shareholders who intend to formulate proposals for resolutions and votes on the items on the agenda must submit them by 9 April 2021 to the certified e-mail address email@example.com, to the attention of Giovanni Marco Scollo, Head of Corporate Affairs.
Each resolution proposal must indicate the item on the agenda to which it refers and state the specific resolution proposal. The legitimacy to formulate the proposals shall be attested by the communication provided for by art. 83-sexies of the CFA made by the intermediary for the purpose of attending the Meeting and exercising the voting right.
Such proposals, where relevant, will be published by 13 April 2021 on the Company's website, in the section "Corporate Governance/2021 Shareholders' Meeting", in order to enable those entitled to vote to express themselves in an informed manner, also taking into account such new proposals, and to allow the Appointed Representative to collect any voting instructions also on such proposals.
- Information on the share capital
The share capital of EUR 15,032,000.00 is divided into 150,320,000 ordinary shares, with a nominal value of Euro 0.10 each, all with voting rights. The Company currently holds 1,450,080 treasury shares.