The appointment will be made on the basis of slates presented by shareholders who, jointly or separately, hold shares, in compliance with the Company’s Bylaws, representing at least 0.5% of the ordinary share capital.
Pursuant to article 9.3 of the Company’s Bylaws, each shareholder may present a single slate, alone or jointly with others, and each candidate may be presented in a single slate, on penalty of ineligibility.
Given the closure of TIM’s registered office premises to the public due to the COVID-19 emergency as mentioned above, the slates must be sent by 6 March 2021 by email to assemblea.azionisti@pec.telecomitalia.it, producing by 10 March 2021 the documents proving entitlement to exercise the right on the day the slate is submitted.
The following documents must be filed with each slate:
− for each candidate, (i) acceptance of candidacy, (ii) a declaration attesting that no causes of ineligibility or incompatibility exist, and that the candidate possesses the requisites of independence specified in the CLF and/or the Corporate Governance Code of Borsa Italiana, (iii) an exhaustive report on the personal and professional characteristics of the candidate, indicating any appointments as director or auditor of any other company. Any changes to the information provided that might occur prior to the day the shareholders’ meeting takes place must be promptly disclosed to the Company;
− the shareholders submitting a slate must also present the information relating to their identity, indicating the total number of shares they hold.
Shareholders submitting a slate that contains a number of candidates exceeding half of the members to be elected are also requested: (i) to provide adequate information on their compliance with the guidance provided by the outgoing Board of Directors (the “Guidance”, available on the Company website at www.gruppotim.it/assemblea); and (ii) to indicate their own candidate for the role of Chairman of the Board of Directors to be appointed.
It should be noted that Consob advises shareholders presenting a “minority slate” to file – along with the slate – a declaration attesting the absence of any connecting relations, including indirect relations, pursuant to Article 147-ter(3) of the CLF and Article 144-quinquies of Consob Regulation No. 11971/1999.
Duly submitted slates shall be made public on the “1INFO” storage platform (www.1info.it), as well as on the Company website at www.gruppotim.it/assemblea.
Shareholders intending to present a slate are invited to take note of the Guidance and contact the Company Corporate Affairs office in advance to establish all the necessary details.
Reference regulation
