Single call: 17.06.2024 16 p.m.
Appointed representative
In compliance with the provisions of Section 106 of the Decree Law 17 March 2020 no. 18, converted with amendments into Law 24 April 2020, no. 27, as subsequently amended and supplemented and subsequently extended, the participation in the Shareholders’ Meeting by those entitled will take place exclusively through the appointed representative, indicated by the Company pursuant to Section 135-undecies of Legislative Decree no. 58/98. (Consolidated Financial Law, CFL shortened). Consequently, the Company has appointed Computershare S.p.A. – with offices in Turin, via Nizza 262/73, 10126 – to represent the shareholders pursuant to the aforementioned Section 135-undecies of the CFL and the aforementioned Decree (the “Appointed Representative”). Those shareholders that wish to attend the Shareholders’ Meeting must therefore grant the Appointed Representative the proxy with voting instructions, on all or some of the proposed resolutions regarding the items on the agenda.
The proxy pursuant to Section 135-undecies of the CFL to the Appointed Representative is effective only for proposals in relation to which voting instructions are given and is conferred by completing and signing the specific form, available in a printable version on the website tessellis.it/meeting- shareholders/.
The duly completed and signed proxy form must be sent by following the instructions on the form itself by the second open market day prior to the shareholders’ meeting, namely by June 13, 2024. The proxy and voting instructions can be revoked within the same deadline.
As permitted by Section 106 of the Decree, the Appointed Representative may also be granted, by 12:00 a.m. of June 14, 2024, proxies or sub-proxies pursuant to Section 135-novies of the CFL, by way of derogation from Section 135-undecies of the CFL, following the instructions indicated in the form available on the Company’s website at the address tessellis.it /meeting-shareholders/. In the same manner, those entitled may revoke, within the aforesaid term, the proxy/sub-proxy and the voting instructions conferred.
Participation and representation
Persons entitled to join the Shareholders’ Meeting – only by means of the Appointed Representative – are those for whom the Company has received the communication from the authorized intermediary certifying, on the basis of the evidence relating to the end of the accounting day of June 6, 2024 (record date), the ownership of the right to vote. Those who become owners of the shares after the aforementioned date will not have the right to participate and vote in the Shareholders’ Meeting.
Participation of entitled persons
In compliance with the relevant regulations, the participation to the Shareholders’ Meeting of the entitled persons (members of the Corporate Bodies, Secretary in charge and Appointed Representative) may also (or exclusively) take place by means of telecommunications systems with the specific tools individually indicated to them.
Presentation of proposed resolutions/integration of the agenda
Shareholders who, even jointly, represent at least one fortieth of the ordinary share capital and who are entitled to exercise the right in the forms provided for by the applicable regulations, may present proposed resolutions on matters already on the agenda as well as request integration of the agenda. The request and a report explaining the related reasons, 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 May 17, 2024, by certified email to the address: ufficiolegale.tiscali@legalmail.it.
The certification relating the ownership and the percentage of the shares by the requesting Shareholders must result from a specific communication released by the depositary intermediary, effective on the date of the request, addressed to tiscali@pecserviziotitoli.it.
Shareholders who intend to exercise the right are invited to contact the Company’s Corporate & Legal Affairs office in advance at the e-mail address ufficiolegaleitalia@tiscali.com to define all necessary operational details.
In relation to the fact that participation to the Shareholders’ Meeting is envisaged exclusively through the Appointed Representative, entitled shareholders who intend to formulate resolution and voting proposals on the items on the agenda must present them by June 3, 2024 in the same manner indicated in preceding paragraph. These proposals, if consistent, will be published by June 4, 2024 on the Company’s website, in order to enable those entitled to vote to properly express their position also taking into account these new proposals and to allow the Appointed Representative to gather voting instructions also on the same. The applicant must provide the Company with the relevant documentation assessing the legitimacy to take part to the Shareholders’ Meeting.
Requests
Those entitled to vote can ask questions on the items on the agenda even before the meeting, by sending a certified e-mail to ufficiolegale.tiscali@legalmail.it. The application must contain the personal data of the applicant (last and first name or legal name, for entities and companies, place and date of birth and tax code).
Those who certify ownership of the shares as at June 6, 2024 (record date) have the right to obtain an answer. To this end, the depositary intermediary must produce, even after the application, a communication with effects for the duration of the aforementioned date, certifying the ownership of the shares by the applicant, addressed to tiscali@pecserviziotitoli.it. If the shareholder has requested his depositary intermediary to provide him the communication of legitimacy to join the meeting, it will be sufficient to include in the request the references of this communication or, at least, the name of the intermediary itself.
Questions received by June 6, 2024, after having verified their relevance and the legitimacy of the applicant, will be addressed within the tools indicated by the applicant himself (e-mail or certified e-mail) at the latest by June 14, 2024.
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 23 May 2024.
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 2.5% (two 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 27 May 2024 at the Certified Electronic Mail address tiscali@pecserviziotitoli.it.
If, by the deadline of 23 May 2024, 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 26 May 2024 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.tessellis.it (Governance/Shareholders’ Meetings section).
Further information
Further information on the exercise of the shareholders’ rights are available on the website tessellis.it/associazione-azionisti/. Any amendments and/or additions to this notice of call will be published in a timely manner in accordance with the pro-tempore regulations in force.
Documentation
The documentation submitted to the Shareholders’ Meeting – including the full text of the proposed resolutions and the explanatory reports on the items on the agenda – will be made available by the legal deadline (May 17 for documentation with a publication deadline within 21 days of the date of the Shareholders’ Meeting and 24 May for those within 21 days from the date of the Shareholders’ Meeting) and will be published on the Company’s website at the address tesselis.it/meeting-shareholders/, with the power of the Shareholders and those who have the right to vote to obtain a copy of the same, as well as on the e-market storage circuit managed by Teleborsa S.r.l. (SDIR).