Shareholders are called to the Ordinary General Meeting to be held in first calling at on April 22nd, 2010, at Via Villa Minelli 1, Ponzano Veneto (TV),
Italy
, or in second calling, if needed, on April 23rd, 2010, same time and place.
Agenda
1.To examine the Annual Report as of December 31, 2009. Pertinent and related resolutions;
2.To appoint the Board of Directors, upon fixing the number of members and the duration of their term of office;
3.To determine the annual Directors' emolument;
4.To authorise the Board of Directors to the purchase and sale of own shares.
Given the Company’s shareholder composition, it is expected that the General Meeting will be duly convened and may validly vote in first calling.
Pursuant to the law in force and provided by Art. 9 of the Articles of Association, the right to attend and vote is reserved to those Shareholders who shall submit the communication issued by their relevant intermediaries. The communication must reach the Company at least two business days before the General Meeting's date.
The shares will become available again after the General Meeting has taken place.
The issued and fully paid share capital of the Company is of Euro 237,482,715.60=, divided into No. 182,679,012= ordinary shares with par value of Euro 1.30. Each ordinary share into circulation has one right to vote during the General Meeting.
As of today the Company owns No. 10,345,910 ordinary shares for which the right to vote is suspended.
The Shareholders may be represented by third parties through written proxy in accordance with the law, available at the Company’s website www.benettongroup.com/investors. The Chairman of the General Meeting shall verify the qualifications of the proxy holders and their right to intervene during the proceedings of the General Meeting.
Regarding the appointment of the Board of Directors reference is made to the Company’s Articles of Association as specifically stated in Art. 14 also available in the website of the Company www.benettongroup.com/investors, section “Governance – Articles of Association”.
It is pointed out that the appointment is done on the basis of lists presented by the shareholders containing a maximum of fifteen candidates, each appearing with a consecutive number. The candidates shall be in possession of the qualifications required by prevailing statutory and regulatory provisions. Each list shall include one or more candidates satisfying the independence qualifications in compliance with prevailing statutory and regulatory provisions ("Independent Directors").
Lists may be presented by only those shareholders who own, alone or together with others, at least 2% of share capital (percentage determined by CONSOB Resolution No. 17148 dated on January 27, 2010).
The lists, signed by those presenting them, shall be filed at the Company's registered offices at least fifteen days in advance of the date set for the first calling of the Shareholders' Meeting convened to vote on the appointment of directors, accompanied by (i) information about the shareholders who have filed the lists, specifying their overall percentage interest in share capital, and (ii) documentation confirming them as shareholders and the percentage of share capital they own, (iii) comprehensive details on the personal characteristics and experience of the candidates, (iv) details as to whether the candidates qualify as Independent Directors, (v) a statement by the candidates themselves confirming that they are in possession of the requirements envisaged by prevailing statutory and regulatory provisions and the absence of any reasons for incompatibility and/or ineligibility, (vi) statements by the candidates in which they accept their candidacy and provide details of their appointments as directors or statutory auditors in other companies, (vii) any other information required by prevailing statutory and regulatory provisions.
The lists shall be promptly published and, however, at least ten days in advance of the date set for the Shareholders’ meeting, to comply with the formalities provided by Art. 144 octies of CONSOB Regulation.
Each shareholder may present or be involved in presenting only one list, including through a third party or trust company. Each candidate may appear in only one list, otherwise he will be disqualified. Lists for which the above provisions are not observed shall be treated as if they had not been presented. Shareholders presenting a minority list for the appointment of the Board of Directors shall file a declaration attesting they are not linked in any way, even indirectly, pursuant to Art. 147 ter, paragraph 3 of the Legislative Decree No. 58/98.
All relevant documentation on the proposed resolutions will be available, within the established period, at the headquarters of the Company, at the office of Borsa Italiana S.p.A. and on the website of the Company www.benettongroup.com/investors.