Designated representative
In order to minimise the risks related to the ongoing health emergency, the Company has decided to avail itself of the option set forth in Article 106, Paragraph 4, of the Decree and, therefore, to provide that the intervention by those entitled to vote shall take place exclusively through the designated representative, without physical participation by the shareholders.
Consequently, the Company has appointed Computershare S.p.A. — with offices in Turin, Via Nizza 262/73, 10126 — to represent the shareholders pursuant to Article 135-undecies of the Legislative Decree No. 58/98 (TUF, Consolidated Law on Finance) and the aforementioned Decree (hereinafter referred to as the “Designated Representative”). Shareholders who wish to participate in the Shareholders’ Meeting must therefore grant the Designated Representative a proxy — with voting instructions — on all or some of the proposed resolutions on the items on the agenda.
Pursuant to TUF Article 135-undecies, the proxy to the Designated Representative is effective only for the proposals in relation to which voting instructions are given and is conferred by filling in and signing the specific form, available in printable version on the website tiscali.com/assemblea-azionisti/.
The proxy form, duly completed and signed, must be submitted in accordance with the instructions on the form by the second trading day prior to the meeting, i.e., by 22 June 2021. Proxy and voting instructions are revocable within the same deadline.
As permitted by Article 106 of the Decree, the Designated Representative may also be granted, by 12 noon on June 23, 2021, proxies or sub-delegations pursuant to TUF Article 135-novies, as an exception to TUF Article 135-undecies, Paragraph 4, by following the instructions on the form available on the Company’s website at tiscali.com/assemblea-azionisti/. In the same way, the entitled persons may revoke, within the aforementioned deadline, the proxy/sub-proxy and the voting instructions given.
Attendance and Representation
The right to attend the Shareholders’ Meeting — exclusively through the Designated Representative, in accordance with the above-indicated procedures — shall be granted to those persons for whom the Company has received a communication from the authorised intermediary certifying, on the basis of evidence relating to the end of the accounting day of 15 June 2021 (record date), ownership of voting rights. Those who become owners of the shares after this date will not have the right to participate and vote in the Shareholders’ Meeting.
Attendance of Entitled Persons
In consideration of the limitations that may arise due to health requirements, the participation of the entitled persons (the members of the corporate bodies, the appointed Secretary and the Designated Representative) in the Shareholders’ Meeting may also (or exclusively) take place by means of telecommunication in the manner notified to them individually, in compliance with the applicable regulatory provisions for such an eventuality.
Submission of proposals for resolutions/additions to the agenda
Shareholders who, also jointly, represent at least one fortieth of the ordinary share capital and who are entitled to exercise this right in the forms provided for by the applicable regulations, may submit proposals for resolutions on the items already on the agenda as well as request the integration of the agenda. The request and a report explaining the reasons for it, together with a copy of the applicant’s identity document, must be received within 10 days of the publication of this notice, and therefore by 24 May 2021, by email to: ufficiolegale.tiscali@legalmail.it.
The certification of the ownership of the shares by the requesting Shareholders as well as of the shareholding required to request the integration must result from a specific communication from the depository intermediary, effective as of the date of the request, addressed to tiscali@pecserviziotitoli.it.
Shareholders who intend to exercise this right are invited to contact the Company’s Legal Affairs office in advance at the e-mail address ufficiolegaleitalia@it.tiscali.com to define all necessary operational details.
In relation to the fact that participation in the Shareholders’ Meeting is envisaged exclusively through the Designated Representative, legitimate shareholders who intend to formulate proposals for resolutions and votes on the items on the agenda must submit them by 9 June 2021 in the same manner as indicated in the previous paragraph. Such proposals, where relevant, shall be published without delay on the Company’s website, 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 Designated Representative to collect voting instructions, if necessary, on such proposals. The requesting party must provide suitable documentation proving the right to participate in the Shareholders’ Meeting.
Questions
Those entitled to vote may propose questions on the items on the agenda even before the meeting, by sending an e-mail to ufficiolegale.tiscali@legalmail.it. The question must be accompanied by the personal data of the applicant (surname and first name or name in the case of an entity or company, place and date of birth and tax code).
Applicants who can prove ownership of the shares on 15 June 2021 (record date) are entitled to receive a reply. To this end, the depositary intermediary must produce, even after the application, a communication with effect until the above date attesting to the ownership of the shares by the applicant, addressed to tiscali@pecserviziotitoli.it. If the shareholder has requested from its depository intermediary the notice of entitlement to participate in the Shareholders’ Meeting, it will be sufficient to include in the request the references of such notice possibly issued by the intermediary or, at least, the name of the intermediary itself.
Applications received by 15 June 2021, after verification of their relevance and the legitimacy of the applicant, will be answered by the means indicated by the applicant (e-mail or certified e-mail) by 22 June 2021. Questions and answers will be published on the Company’s website.
Method of appointment of Statutory Auditors
Pursuant to Article 18 (Board of Statutory Auditors) of the Articles of Association, the Board of Statutory Auditors is appointed on the basis of lists of candidates filed at the Company’s registered office, also by e-mail at ufficiolegale.tiscali@legalmail.it, by 30 May 2021.
Lists of candidates may be submitted by those entitled to vote who, alone or together with others, hold, at the time of submitting the lists, a shareholding representing at least 4.5% (four point five per cent) of the share capital with voting rights at the Ordinary Shareholders’ Meeting. This shareholding must be shown by the appropriate communications produced by the authorised intermediary which must reach the Company, if not available on the day on which the lists are filed, by 3 June 2021 at the Certified Electronic Mail address tiscali@pecserviziotitoli.it.
If, by the deadline of 30 May 2021, only one list has been filed, or only lists filed by shareholders who are connected with each other pursuant to applicable laws, lists may be filed until 2 June 2021 and the minimum shareholding required to file the lists is reduced by half.
For the valid submission of lists and the related documentation, Shareholders must comply with the provisions of Article 18 of the Articles of Association and the instructions provided on the Company’s website www.tiscali.com (Governance/Shareholders’ Meetings section).
Further information
Further information on the exercise of shareholders’ rights is available at tiscali.com/assemblea-azionisti/.
Due to the aforementioned COVID-19 epidemiological emergency, the access of shareholders to the offices of the registered office is suspended.
Documentation
The resolution proposals on the items on the agenda are available at the Spafid Connect SDIR e-market storage platform as well as at https://www.tessellis.it//en/shareholders-meetings/
THE PROXY FORM WILL BE AVAILABLE FROM JUNE 10, 2021