Single call: Tuesday 16 February 2016, 11.00 a.m
Procedure for participation and voting by proxy
Those who have sent the Company the communication of the qualified broker which bears witness to the right to vote, on the basis of the records relating to the deadline of the accounting date 5 February 2016 (record date), are entitled to take part in the shareholders’ meeting. Those who emerge as holders of shares subsequent to the afore-mentioned date shall not have the right to take part and vote in the shareholders’ meeting.
Each individual entitled may arrange for themselves to be represented during the shareholders’ meeting by means of proxy granted in accordance with the law, with the faculty to use the proxy form available on this web page or which will be sent to those who request as such via fax message using the following number: 070.4601482.
Method for appointing the directors and statutory auditors
General instructions
Shareholders are only entitled to present lists for the appointment of the Board of Directors and the Board of Statutory Auditors, if, alone or together with other shareholders, they represent an investment holding of 2.5% in the share capital. The lists presented by the shareholders will have to be deposited by 22 January 2016 at the Company’s registered office in Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari, or via certified e-mail address to ufficiolegale.tiscali@legalmail.it, together with the information which permits the identification of the party who proceeds with the deposit of the lists and a telephone number for the same.
The lists deposited by the shareholders, accompanied by the information requested will be made available to the general public at the registered office, the market management company and will be published on the Company’s website without delay and in any event by 26 January 2016.
Each shareholder may present or vote for one list only, even if via third parties or through trust companies, and each candidate may be present on one list only or declared ineligible. The ownership of the minimum quotas requested for the presentation of the lists is determined with regard to the shares which are registered in favour of the shareholder/s on the day when the lists are deposited care of the Company. Ownership of the number of shares necessary for the presentation of the lists must be proven by communications produced by the qualified broker which must be received, also after the depositing of the list, provided that this takes place by 26 January 2016, at the certified e-mail address: tiscali@pecserviziotitoli.it.
Shareholders who may be linked in any way, pursuant to and for the purposes of applicable legislation, may present or vote for one list only. The minority shareholders must present a declaration together with the list, which bears witness to the absence of the connections envisaged by Article 144 quinquies of the Regulations adopted by means of Consob resolution No. 11971 dated 14 May 1999 and subsequent amendments, with those who hold, also, jointly, a relative controlling or majority interest, in accordance with current legislation; this declaration will have to be made in compliance with the matters envisaged in Consob Communication No. DEM/9017893 dated 26 February 2009.
Lists not presented in compliance with the formalities pursuant to Articles 10, 11 and 18 of the Articles of Association and the applicable legislation, will be considered as not presented.
Appointment of the Board of Directors
Pursuant to Articles 10 (Management of the Company) and 11 (Board of Directors) of the Articles of Association, the appointment of the Board of Directors takes place on the basis of lists presented by the shareholders in which the candidates shall have to be listed by means of consecutive number. Each list presented for the appointment of the members of the Board of Directors shall have to contain a list of 9 candidates and include at least 3 candidates belonging to the least represented gender.
Each list will have to be accompanied by the following documentation:
a) the declarations by means of which the individual candidates accept their candidature and declare, at their own liability, the inexistence of causes of ineligibility or incompatibility as well as the existence of the additional requisites prescribed by law, the Articles of Association and the Code of Conduct, thus the good standing, professionalism and independence requisites;
b) a summary curriculum vitae regarding the personal and professional characteristics of each candidate with indication of the management and audit appointments covered in other companies;
c) the information relating to the identity of the shareholders who have presented the lists and the declaration of the shareholders, other than those who hold, also jointly, a relative controlling or majority interest, bearing witness to the absence of the connecting relationships with the latter as envisaged by applicable legislation.
Each list shall have to indicate at least two candidates who present the independence requisites established by applicable legislation, including the Code of Conduct.
The matters envisaged in accordance with the Articles of Association are unaffected (http://investors.tiscali.it/upload/statuto/Tiscali_Spa_statuto_30-12-2015.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 takes place on the basis of lists presented by the shareholders, in which five candidates must be indicated, three for the office of Statutory Auditor and two for the office of Alternate Auditor, listed by means of a consecutive number, in order of professional seniority and in observance of the legislation regarding balance between genders.
Each list is made up of two sections: one for the candidates for the office of Statutory Auditor, which will have to include at least one candidate belonging to the least represented gender, and the other for the candidates for the office of Alternate Auditor, who will have to belong to different genders. Each list will have to be accompanied by the following documentation:
a) the declarations by means of which the individual candidates accept their candidature and declare, at their own liability, the inexistence of causes of ineligibility or incompatibility as well as the existence of the additional requisites prescribed by law, the Articles of Association and the Code of Conduct, thus the good standing, professionalism and independence requisites;
b) a summary curriculum vitae regarding the personal and professional characteristics of each candidate with indication of the management and audit appointments covered in other companies;
c) the information relating to the identity of the shareholders who have presented the lists and the declaration of the shareholders, other than those who hold, also jointly, a relative controlling or majority interest, bearing witness to the absence of the connecting relationships with the latter as envisaged by applicable legislation.
If on expiry of the deadline for the presentation of the lists (22 January 2016), just one list has been presented, or only lists presented by shareholders who are connected as per the applicable legislation, lists can be presented up to 25 January 2016 and the minimum investment envisaged for the presentation of the lists is reduced by half.
The matters envisaged in accordance with the Articles of Association are unaffected (http://investors.tiscali.it/upload/statuto/Tiscali_Spa_statuto_30-12-2015.pdf).
Right to submit questions before the shareholders’ meeting
The Shareholders can submit questions on the business on the agenda also before the meeting, by means of sending a letter addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari, Italy or via certified e-mail to the address ufficiolegale.tiscali@legalmail.it. The request must be accompanied by the details of the requesting party (name and surname or company name in the event of an entity or company, place and date of birth, and tax code).
Those who confirm ownership of shares as at 5 February 2016 (record date), have the right to obtain an answer. For such purposes, the depositary broker, even after the question is posed, must produce a communication which is effective until the afore-mentioned date bearing witness to the ownership of the shares of the requesting party, addressed to tiscali@pecserviziotitoli.it. In the event the shareholder has requested their depositary broker for the communication proving the right to take part in the shareholders’ meeting, it will be sufficient to include the references of this communication in the request, which may be made by the broker or, at least, the corporate name of said broker.
The questions received by 13 February 2016, having checked their pertinence and the requesting party’s right, shall be answered as indicated by said party (by fax or e-mail) or, at the latest, during the meeting itself.
Right to add business to the agenda
Shareholders who, also jointly, represent at least one fortieth of the share capital may request, by 9 January 2016, the integration of the list of business to be dealt with or present additional proposals on the business already on the agenda.
The requests must be made in writing and sent via registered letter with advice of receipt to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari, Italy – FAO Legal Department, or via certified e-mail to the address ufficiolegale.tiscali@legalmail.it, and must reach the Company by the above deadline, accompanied by a report on the business which is proposed be discussed or on the additional proposals.
The declaration of ownership of the shares owned by the applicant Shareholders as well as the investment holding necessary for requesting that business be added must emerge from a specific communication produced by the depositary broker, with effect as from the date of said request, addressed to tiscali@pecserviziotitoli.it.
Documentation
All the shareholders’ meeting documentation shall be made available, by the legal deadlines, care of the Company’s registered office, on this web page and on the authorised storage mechanism BitMarket Service SDIR-NIS circuit.
Information on the share capital
The share capital, amounting to EUR 169,076,822.67 is represented by 3,145,281,893 ordinary shares lacking par value.