A shareholders' meeting can be either ordinary or extraordinary. According to the By-Laws, the ordinary shareholders' meeting of our Company will resolve on matters that are within its power as set out by applicable laws and regulations and the By-laws itself. In particular, the shareholders in an ordinary shareholders' meeting have the power to resolve on the following matters:
- approval of the financial statement and the distribution of profits;
- election and removal of the directors, election of the statutory auditors, as well as of the external auditor;
- compensation of directors and statutory auditors
- determination of the liability of directors and statutory auditors; ;
- the purchase of its own shares for an amount not exceeding disposable profits and distributable reserves as resulting from the last annual balance sheet duly approved and, in any case, within the limit of 10% of the issued share capital at the time of the relevant shareholders meeting;
- the approval of the regulations, for the conduct of shareholders’ meeting;
- g. any other matters reserved to it by applicable laws and regulations as well as any authorization required under the By-laws or by applicable laws and regulations for the performance of directors’ actions.
According to the By-Laws, the shareholders in an extraordinary shareholders' meeting have the power to resolve on the following matters:
- any amendment to the By-Laws;
- the appointment and replacement of the liquidators and the determination of their powers;
- any other matters reserved to shareholders in an extraordinary shareholders’ meeting by Italian law, or laws and regulations applicable to companies whose shares are listed on the Hong Kong Stock Exchange.
The fact of being a shareholder in itself constitutes the approval of each shareholder to be bound by the By-laws.
The ordinary and extraordinary shareholders’ meeting will normally be held in the municipality where the registered office of our Company is located, except as otherwise resolved by the board of directors, and provided always that such meetings will be held in Italy or in country where our Company, directly or indirectly through its subsidiaries or affiliates, carries out its business activities.
The ordinary shareholders’ meeting must be convened at least once a year for the approval of the financial statements, within 120 days after the end of the financial year, or within 180 days after the end of the financial year if our Company is required to draw up consolidated financial statements or is required by the particular circumstances related to the structure and purpose of our Company. Not more than 15 months elapse between the date of one such ordinary shareholders’ general meeting and the next.
|Rules for Shareholders' Meetings||EN||CN||IT|
|Procedure for Director Election||EN||CN||IT|