Right to add to the agenda or submit resolution proposals on matters already on the agenda

1) Right to add to the agenda or submit resolution proposals on matters already on the agenda pursuant to Art. 126-bis, paragraph 1, first sentence, of the TUF

Pursuant to Article 126-bis, paragraph 1, first sentence of the TUF, those savings shareholders who, including jointly, represent at least one-fortieth of the share capital represented by savings shares may request, within 10 days of the publication of the call notice, and therefore by Monday March 18, 2024, to add to the list of matters to be discussed, specifying in the request the additional topics they are submitting, or submit resolution proposals on matters already on the agenda.

The requests, to be submitted in writing, must be accompanied by the personal data of the requesting shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Common Representative of the Savings Shareholders, along with the communication of the intermediary attesting to ownership of the investment on the date of the request:

Requesting shareholders must also send to the Common Representative of the Savings Shareholders, with the same methods and within the same term of Monday March 18, 2024, as specified above, a report indicating the justification of the resolution proposals on the new matters for which discussion is proposed, or the justification relating to the additional resolution proposals submitted on matters already on the agenda.

Any additions to the agenda or the submission of additional resolution proposals on matters already on the agenda will be disclosed at least fifteen days before the date scheduled for the Shareholders’ Meeting on the first calling (therefore by Monday, March 25, 2024), in the same forms as those set forth for the publication of this notice. At the same time, the reports prepared by those requesting an addition to the agenda and/or submitting additional resolution proposals, accompanied by any assessments of the Common Representative of the Savings Shareholders, will be made available to the public at the registered office, on this website and on the “eMarket Storage” authorised storage mechanism (www.emarketstorage.com).

2) Submission of resolution proposals on matters already on the agenda pursuant to Art. 126-bis, paragraph 1, second-to-last sentence, of the TUF

Those with voting rights may individually submit, pursuant to Art. 126-bis, paragraph 1, second-to-last sentence of the TUF, resolution proposals on the matters on the agenda.

Considering the fact that, with reference to this Shareholders’ Meeting, participation of those entitled to exercise voting rights is permitted exclusively through the Appointed Representative, the individual proposals, to be submitted in writing, must be sent to the Common Representative of the Savings Shareholders by Monday March 25, 2024:

Filings of proposals must be accompanied by the personal data of the requesting shareholder (surname and name, place and date of birth) for natural persons, or the name and tax code for entities or companies, and sent to the Common Representative of the Savings Shareholders, along with the communication of the intermediary attesting to ownership of the investment on the date of the request and until the Record Date.

As soon as they become available, and in any case by Wednesday, March 27, 2024 any resolution proposals on matters already on the agenda shall be announced via publication on this website, so that those with voting rights may view them in order to confer the Proxies to the Appointed Representative with the relative voting instructions.

3) Proposals for the election of the Common Representative of the Savings Shareholders

In addition to what is set forth above, the submission of a proposal for nomination to the office of Common Representative of Savings Shareholders must be accompanied by:

a) information that allows for the identification of the candidate; 

b) the declaration of acceptance of the nomination and any appointment; 

c) the CV containing an exhaustive disclosure on the personal and professional characteristics of the candidate, including the offices held in other listed companies; 

d) the statement that he/she meets the eligibility requirements laid out by Art. 2417 of the Italian Civil Code, as referenced in Art. 147 of the TUF, and that there are no causes for his/her ineligibility for, or removal from, the office. 

As soon as they are available, the nominations, as well as the proposals concerning the term of office and the compensation of the Common Representative of Savings Shareholders, shall be made available to the public according to the methods and terms laid out above.