CIR S.p.A.
105th Year of Business
Milan, April 28 2011, 1st call
Milan, April 29 2011, 2nd call
NOTICE OF ANNUAL GENERAL MEETING
Shareholders are
invited to attend the Extraordinary and Ordinary Sessions of the Annual General
Meeting of the Shareholders of the Company to be held, at the first call, on
April 28 2011 at
AGENDA
Extraordinary Part
Proposal to amend the Company Bylaws even to bring them into line with D.Lgs. 27/2010: in particular the amendment of Articles 12, 15 and 16 of the Company Bylaws. Resolutions pertaining to and resulting from the same.
Ordinary Part
Annual Report and Financial Statements for the year ended December 31 2010. Report of the Board of Statutory Auditors. Resolutions on the same.
Determination of the number of Directors, appointment of the members of the Board of Directors for financial years 2011-2013 and decision as to their fees.
Appointment of the Board of Statutory Auditors for financial years 2011-2013 and decision as to their fees.
Proposal to cancel the resolution of April 30 2010 regarding the authorization to buy back and dispose of own shares and proposal for a new authorization.
Proposal to approve Stock Grant Plan 2011.
Proposal to amend the Rules for Shareholders’ Meetings.
INFORMATION ON THE SHARE CAPITAL
The share capital amounts to € 396,058,633.50 and consists of 792,117,267 ordinary shares each with a nominal value of € 0.5. As of today’s date 749,043,267 shares have voting rights, as own shares are excluded.
ATTENDING THE SHAREHOLDERS’ MEETING
Entitlement to take part in the meeting and exercise a vote is attested by a notification – made by an authorized intermediary as per the terms of Art. 22 of Joint Consob-Bank of Italy Measure of December 24 2010 - in favour of the individual who has the right to vote based on evidence available at the close of business Friday April 15 2011, i.e. the seventh trading day preceding the date fixed for the first call of the Shareholders’ Meeting.
Any persons who have entitlement only after that date will not have the right to attend or vote at the meeting.
To make it easier to check their entitlement to take part in the proceedings, participants are requested to show their copy of the notice made to the Company which the authorized intermediary, in accordance with current regulations, is required to make available to them.
Any holders of shares that have not yet been dematerialized should present their share certificates to an authorized intermediary for input into the centralized clearing system in electronic form, in accordance with the provisions of Article 17 of Joint Consob / Bank of Italy Measure of December 24 2010, and should request that the aforesaid notification be sent in as above.
PROXY AND VOTING RIGHTS
Persons with voting rights can appoint a proxy to represent them at the Shareholders’ Meeting in accordance with Art. 2372 of the Civil Code and with any other rules or regulations applicable. The proxy form at the bottom of the notification issued by the authorized intermediary may be used or alternatively there is a proxy form which can be downloaded from the company website www.cirgroup.it in the section Governance. The proxy form can be sent by registered post with advice of receipt (A.R.) to the Company Offices or, alternatively, may be sent to the certified e-mail address segre@legalmail.it.
In accordance with legislation on the subject, Shareholders can appoint as their proxy, without incurring any charges, Compagnia Fiduciaria Nazionale S.p.A. as the Representative Designated by the company as per the terms of Art. 135-undecies of D.Lgs no. 58/1998 and subsequent amendments and additions (“TUF”). The proxy is appointed by signing the appropriate form available in the above-mentioned section of the website. The signed document must be sent to the Designated Representative Compagnia Fiduciaris Nazionale S.p.A. – Galleria De Cristoforis 3 – 20122 Milan by registered post with advice of receipt (A.R.) or sent by e-mail to the certified address elena.fusina@compagniafiduciaria.it, by the end of the second trading day before the date fixed for the first call of the Shareholders’ Meeting, i.e. by April 26 2011. The proxy is not valid for the motions for which no voting instructions have been given.
The proxy and the voting instructions are revocable until April 26 2011.
The notice sent to the company by the authorized intermediary attesting the Shareholder’s entitlement to attend the meeting is needed even when the Designated Representative of the company is appointed as proxy. Therefore, in the absence of the above-cited notification the proxy will not be valid.
DOCUMENTATION
The documentation relating to the Agenda, as set out in current legislation, which includes, among other things, the complete text of the proposed resolutions, is available to the public at the Company Headquarters (in Milan, Via Ciovassino 1) and at Borsa Italiana S.p.A. and is also available on the website of the company www.cirgroup.it, in the section Governance. Shareholders may obtain a copy of the documentation. The Financial Statements for the year 2010 will be made available to the public through the same channels by April 6 2011.
RIGHT TO ASK QUESTIONS ON THE ITEMS ON THE AGENDA
Shareholders who wish to ask questions regarding the items on the agenda of the Shareholders’ Meeting may send their questions by registered post to the company offices or by e-mail to the address segre@legalmail.it attaching the certification issued by an authorized intermediary proving that they are entitled to exercise this right. Questions must reach the company by the close of the third trading day preceding the date fixed for the first call of the meeting, i.e. by the close of April 21 2011.
The company will give its response during the Shareholders’ Meeting at the latest. Questions with the same content will receive a single response.
ADDITIONS TO THE AGENDA
As per the terms of Art. 126-bis of the TUF, Shareholders representing even jointly at least one fortieth of the share capital of the company with voting rights, may request, within ten days of the publication of this notice, an addition to the items on the agenda to be dealt with, indicating in their request the further items proposed. It should be remembered, however, that any such addition is not allowed for the items on which the Shareholders, as per the terms of the law, vote on a proposal made by the directors or on a plan or a report prepared by the same, other than those included in Art. 125-ter, paragraph 1 of the TUF.
The request should be made by registered post to the Company Headquarters or by e-mail to the address segre@legalmail.it and must be accompanied by a report on the subject being put forward as well as by the Certification(s) issued by an authorized intermediary attesting the person’s entitlement to exercise this right.
APPOINTMENT OF THE ADMINISTRATIVE BODIES
The appointment of the Board of Directors and the Board of Statutory Auditors takes place in accordance with Art. 147-ter and 148 of the TUF and with Art. 8 and 19 of the Company Bylaws to which reference should be made.
The Directors and Statutory Auditors are appointed by the Shareholders’ Meeting on the basis of lists presented by the Shareholders in which the candidates are listed in numerical order.
Only Shareholders who alone or together with other Shareholders represent at least 2.0% (two per cent) of the capital at the ordinary Shareholders’ Meeting have the right to present lists.
Shareholders who intend to present lists for the appointment of the members of the Board of Directors are invited to consult the recommendations given in Consob Communiqué no. DEM/9017893 of February 26 2009.
The lists, signed by the Shareholder or by the Shareholders who are presenting them, even delegating one of them to do so, and accompanied by the required documentation must be filed by the same presenting Shareholders at the Company Headquarters - Via Ciovassino 1, Milan – or sent by e-mail to the certified address segre@legalmail.it by April 3 2011 at the latest and they will be published according to current regulations. Since this deadline is a Sunday, lists will be accepted by fax to the no. 02-72270229 provided that they are delivered physically to the Company offices by April 4 2011.
The lists must be complete with:
- information regarding the identity of the Shareholders who have presented them, with an indication of the percentage of their share holding interest and with one (or more) certificate(s) to be filed at the company offices at the same time or anyway by April 6 2011 at the latest, which prove that they own such interest(s) as of the date on which the lists were presented;
- a declaration by the Shareholders other than those holding, even jointly, a controlling interest or a relative majority, that they have no connection with them as indicated by current legislation and regulations on this subject;
- an exhaustive description of the personal and professional characteristics of the candidates together with a declaration made by the same candidates that they possess the requisites required by current regulations and by the Company Bylaws and that they accept their candidature and also, for the election of the Statutory Auditors, the lists of positions as director or statutory auditor that they hold in other companies.
Lists presented that do not comply with the instructions above will be considered as not having been presented. No Shareholder can present or contribute to the presentation of more than one list of candidates even through an intermediary or through a fiduciary company.
Shareholders who belong to the same group or who take part in the same Shareholder agreement based on the shares of the Company cannot present or vote for more than one list even through an intermediary or through a fiduciary company. Nobody can be a candidate on more than one list and acceptance of candidature on more than one list means that that person cannot be elected
APPOINTMENT OF THE BOARD OF DIRECTORS
In relation to item 3 on the Agenda, notification is given that with the coming Shareholders’ Meeting the mandate of the members of the Board of Directors will come to an end. It will therefore be necessary to appoint new members for financial years 2011-2013.
While what is indicated above in relation to the appointment of the administrative bodies remains valid, candidates for the position of Member of the Board of Directors must possess the essential requisites required by current legislation.
In accordance with the terms of Art. 8 of the Company Bylaws, in the event that only one list is presented or admitted to the voting, all the Directors shall be drawn from that list.
In the event that no lists are presented or that fewer Directors are elected than the number determined by the Shareholders’ Meeting, then the same Shareholders must be reconvened in order to appoint the full Board of Directors.
APPOINTMENT OF THE BOARD OF STATUTORY AUDITORS
In relation to item 4 on the Agenda, notification is given that with the coming Shareholders’ Meeting the mandate of the members of the Board of Statutory Auditors will come to an end. It will therefore be necessary to appoint new members for financial years 2011-2013.
Anyone who exceeds the limits laid down by current legislation and by the Bylaws as to the total number of positions held as director or statutory auditors in other companies cannot accept the position and if elected such election will not be valid and will lapse. Each list consists of two sections: one for the candidates for the position of Statutory Auditor and the other for the candidates for the position of Alternate Auditor. They contain the names of one or more candidates for the position of Statutory Auditor and Alternate Auditor which are in numerical order and are no more than the number of members to be elected.
If by the deadline for presentation of the lists only one list has been
filed, or if the only lists presented are by Shareholders who are related
parties in accordance with the terms of regulations on the subject, as per Art.
144 sexies of the Rules for Issuers
approved by Consob Regulation no. 11971 and subsequent amendments and
additions, then lists can be presented until the third day following this
deadline, i.e. until April 6
The Company Bylaws are available on the website www.cirgroup.it, in the section Governance.
THE BOARD OF DIRECTORS
The Notice of Meeting was published in the
newspaper "