Ordinary shareholders’ meeting of Tiscali S.p.A.
- Single calling: Tuesday 15 May 2012, 11.00 a.m.
Procedure for participation and voting by proxy
Each individual entitled to take part may arrange for themselves to be represented during the shareholders’ meeting in accordance with the law by means of proxy granted to the representative chosen by the party with the right to vote, possibly using the proxy form available in this section of the website.
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 4.5% in the share capital. The lists presented by the shareholders will have to be deposited by 20 April 2012 at the Company’s registered offices in Località Sa Illetta, s.s. 195 km. 2300 09122 Cagliari, or the e-mail address ufficiolegale.tiscali@legalmail.it, together with the information which permits the identification of the party which proceeds the deposit of the lists, also indicating a telephone number.
The lists deposited by the shareholders, accompanied by the information requested will be made available to the general public at the registered offices and the market management company and will be published on the Company’s website without delay and in any event by 24 April 2012.
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 the deadline envisaged for the publication of the lists (or rather by 24 April 2012), 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 11 and 18 of the Articles of Association, will be considered as not presented.
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 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 in relation to their seniority.
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 for listed companies, 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 one candidate who presents the independence requisites established by applicable legislation if the Board of Directors is made up of a number of members equal to or less than seven, and at least two candidates who present the afore-mentioned independence requirements in other cases.
The matters envisaged in accordance with the Articles of Association are unaffected.
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.
Each list is made up of two sections: one for the candidates for the office of Statutory Auditor and the other for the candidates for the office of Alternate Auditor; the list will 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 for listed companies, 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 (20 April 2012), 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 23 April 2012 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.
Right to submit questions before the shareholders’ meeting
Pursuant to Article 127 ter of Italian Legislative Decree No. 58/1998 (CFL), 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 09122 Cagliari, Italy.
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 of [4 May 2012] (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 reference 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 12 o’clock on 7 May 2012, 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
Pursuant to Article 126 bis of Italian Legislative Decree No. 58/1998 (CFL), shareholders who, also jointly, represent 40% of the share capital may request, by 10 April 2012 (10 days after publication of the notice of calling), the integration of the business to be dealt with indicating the additional matters proposed in the request. Integration is not permitted for business on which the meetings resolve as per the proposal of the directors or on the basis of a project and a report drawn up by the same, differing to those as per Article 125 ter, section 1 of the CFL.
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 09122 Cagliari, Italy and must reach the Company by the above deadline, accompanied by a report on the business which is proposed be discussed.
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 to the agenda 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.
Information on the share capital
The share capital, amounting to EUR 92,019,488.07, is represented by 1,861,494,666 ordinary shares lacking par value.