Each voting share, whether represented in person or by proxy at the General Shareholders’ Meeting, shall grant the holder the right to one vote.
However, the limitations designed to protect minority shareholders set forth in the Corporate Governance System must be taken into account in order to exercise this right:
1. No shareholder may cast a number of votes greater than those corresponding to shares representing ten per cent of share capital, even if the number of shares held exceeds such percentage of capital.
This limitation does not affect votes corresponding to shares with respect to which a shareholder is holding a proxy, but it does apply to the number of votes cast by each shareholder represented by proxy.
2. A shareholder may not exercise the shareholder’s right to vote at a General Shareholders’ Meeting, either in person or by proxy, with respect to the adoption of a resolution to:
a) Relieve the shareholder of an obligation or grant the shareholder a right.
b) Provide the shareholder with any kind of financial assistance, including the provision of guarantees in favour thereof.
c) Release the shareholder, if a director, from obligations arising from the duty of loyalty established in accordance with the provisions of law.
Both such restrictions shall apply to the right to vote held by each and every shareholder that is an entity or company belonging to the same group under the circumstances set forth in the law and the Corporate Governance System and to those related under contracts entailing the assignment of voting rights.
The above-described restrictions shall not apply when the Company is the target of a public tender offer that satisfies the conditions set out in the By-Laws.
Shareholders may exercise the right to vote by attending the General Shareholders’ Meeting (in person or by proxy) or from a distance (by postal or electronic correspondence):
a) A vote by postal correspondence shall be cast by sending to the Company a document in which such vote is recorded, accompanied by the attendance, proxy-granting and distance-voting card issued by the entity or entities in charge of the book-entry registry.
b) A vote by electronic correspondence shall be cast using a recognized electronic signature or other type of guarantee that the Board of Directors deems best ensures the authenticity and identification of the shareholder exercising the right to vote.
Votes cast from a distance must be received by the Company before midnight on the day immediately prior to the date provided for the holding of the General Shareholders’ Meeting on first call. Otherwise, the vote shall be deemed not to have been cast.
Shareholders who cast votes from a distance as provided above shall be deemed present for purposes of determining the establishment of a quorum for the General Shareholders’ Meeting in question. Personal attendance of the shareholder or the representative thereof at the General Shareholders’ Meeting shall have the effect of revoking the vote cast by postal or electronic correspondence.
The Board of Directors is empowered to elaborate upon the foregoing provisions by establishing the rules, means and procedures adjusted to current techniques in order to organize the casting of votes and grant of proxies by electronic means, following the rules and regulations, if any, issued for such purpose. Specifically, the Board of Directors may establish rules for the use of guarantees other than electronic signatures for casting electronic votes and reduce the advance period set forth in the Regulations for the General Shareholders’ Meeting for receipt by the Company of votes cast by postal or electronic correspondence. The implementing rules adopted by the Board of Directors shall be published on the Company’s corporate website.
In any event, the Board of Directors shall adopt the measures needed to avoid possible deception and to ensure that the person casting a vote or granting a proxy by postal or electronic correspondence has the right to do so pursuant to the provisions of the By-Laws.
Voting procedures at the General Shareholders’ Meeting
The Chairman of the General Shareholders’ Meeting may, within the framework of the provisions of such documents, determine the voting system applicable in each case in accordance with the nature of the proposed resolution, the circumstances of the meeting and the existence or non-existence of a majority present in person or by proxy on the Presiding Committee, in order to ensure an effective conduct of the Meeting, without prejudice to the rights accruing to the shareholders.