INTESA SANPAOLO: NOTICE OF CALL OF THE SPECIAL MEETING OF SAVINGS SHAREHOLDERS
Turin - Milan, 30 October 2017 – The Special Meeting of Savings Shareholders of Intesa Sanpaolo S.p.A. is convened, on single call, at the New Headquarters in Torino, Corso Inghilterra no. 3, at 4:00 p.m. on 1 December 2017, to discuss and pass resolution on the following
Appointment of the Common Representative for the financial years 2018/2020 and determination of related remuneration.
Right to attend the Meeting
The Meeting may be attended by persons holding voting rights at the close of the accounting day on the seventh business day prior to the date of the Meeting (22 November 2017 - record date), and in respect of whom the Company has received a notice of participation from the authorised intermediary.
Any persons who become holders of the Company’s savings shares subsequent to that date shall not be entitled to participate in, or vote at, the Meeting.
The intermediary's notice must be received by the Company by the end of the third business day prior to the date scheduled for the Meeting (i.e., by 28 November 2017). Nevertheless, those entitled may still participate and cast their votes if the notice is received by the Company after the deadline stated above but before the start of the Meeting.
To streamline the registration and admission process, participants in the Meeting are kindly requested to arrive in advance of the scheduled time, and bring an identification document with them.
No provisions are made for voting by post or via electronic media.
Participation and casting of votes by proxy
Persons entitled to vote in the Special Meeting may appoint a proxy to represent them, in compliance with the provisions of law, by means of a proxy. For this purpose, they may use the proxy form available on the website group.intesasanpaolo.com (“Governance”/“Shareholders' Meeting” section).
The proxy may be granted via a PDF document signed using an advanced electronic signature, qualified certificate or digital certificate pursuant to Article 21, paragraph 2 of Legislative Decree no. 82/2005.
Proxies may be notified to the Company through the specific section of the website or by email, to email@example.com.
If the proxy holder has sent or delivered a copy of the written proxy, when registering for admission to the Meeting he/she must, under his/her responsibility, declare that the proxy is a true copy of the original and state the identity of the proxy issuer.
Representative Appointed by the Company
The proxy for participation in this Meeting, with voting instructions on all or some of the items on the agenda, may be given, at no cost, to Computershare S.p.A. as the “Appointed Representative” pursuant to Article 135-undecies of Legislative Decree no. 58/1998, by the end of the second business day prior to the date scheduled for the Meeting (i.e., by 29 November 2017). The proxy is valid only for proposals on which instructions to vote have been conferred. The proxy and the voting instructions may be revoked at any time by the deadline stated above.
In order to grant the proxy to the Appointed Representative, the specific form available on the website group.intesasanpaolo.com (“Governance”/“Shareholders' Meeting” section) must be used. Should it be necessary to obtain the proxy form in hard copy, it can be requested from Computershare S.p.A., tel. +39 0110923200, or from the Shareholders’ Office.
The proxy, complete with voting instructions reserved for the Appointed Representative, must be received by the deadline of 29 November 2017 stated above, through one of the following methods: (i) transmission of the original, addressed to Computershare S.p.A., Via Nizza 262/73 - 10126 Torino; (ii) transmission of a computerised copy thereof (PDF) to firstname.lastname@example.org, provided that the proxy issuer, which may also be a legal person, uses his/her/its certified email address or, if not in possession of such certified email address, signs the PDF using an advanced electronic signature, qualified certificate or digital certificate; or (iii) by fax to +39 0110923202.
Information on the share capital as at today's date
Share capital subscribed and paid-in totals 8,731,984,115.92 euro, divided into 15,859,786,585 ordinary shares (each of which confers the right to vote in the ordinary and extraordinary shareholders' meetings) and 932,490,561 non-convertible savings shares (with the right to vote in the special meetings reserved for this class of shares), all with a nominal unit value of 0.52 euro. The Company holds 10,620,523 treasury ordinary shares.
Additions to the agenda and submission of new proposed resolutions
Shareholders severally or jointly representing at least one-fortieth of the share capital represented by savings shares may request within ten days of the publication of this notice (i.e. by 9 November 2017) additions to the list of items on the agenda or submit proposed resolutions on the item already on the agenda, specifying the additional items or proposed resolutions in their request.
Parties with voting right may individually submit proposed resolutions in the Meeting.
The requests must be sent to Intesa Sanpaolo, for the attention of the Shareholders’ Office - Corso Inghilterra no. 3, 10138 Torino - by registered letter or by e-mail to email@example.com or by fax to +39 0110932650. The requests must be accompanied by a report setting forth the reasons for the proposed resolutions on the new items the shareholder intends to propose for discussion or the reasons for the proposed resolutions on the item already on the agenda. Requesting parties must send notices to the Company, via their intermediary, certifying their entitlement to exercise this right. If the shareholder's right to participate in the Meeting has been certified by intermediary's notice, it will suffice to provide the reference details of the notice or, at least, the intermediary's name, in the request.
Any additions to the agenda or the submission of proposed resolutions on the item already on the agenda shall be announced, at least fifteen days prior to the date scheduled for the Meeting (i.e. by 16 November 2017), in the same manner regulating the publication of this notice. At the same time, the reports prepared by the shareholders requesting additions and/or the additional proposed resolutions submitted, and any comments by the Board of Directors, shall be made public in the same manner regulating the Meeting documentation.
Shareholders wishing to propose additional items for inclusion on the agenda or to submit proposed resolutions on the item already on the agenda are kindly requested to contact the Shareholders’ Office in good time to define all necessary operational details (tel. +39 0115556227, email firstname.lastname@example.org, fax +39 0110932650).
Right to ask questions on the item on the agenda
Persons entitled to vote in the Special Meeting may submit questions on the item on the agenda also before the Meeting; said questions must be received by the third day prior to the date of the Meeting (i.e. by 28 November 2017) through the dedicated section of the website group.intesasanpaolo.com, by email to email@example.com, by fax to +39 0110932650 or by post for the attention of the Shareholders’ Office, Corso Inghilterra no. 3, 10138 Torino.
Requesting parties must send notices to the Company, via their intermediary, certifying their entitlement to exercise this right. If the shareholder's right to participate in the Meeting has been certified by intermediary's notice, it will suffice to provide the reference details or, at least, the intermediary's name, in the request.
Any questions which concern the item on the agenda shall be answered according to the methods provided for by law, at the latest during the Meeting. The Company has the right to provide a single response to questions with the same content.
Documentation for the Meeting
The documentation relating to the Meeting, comprising the Report concerning the item on the agenda and the Report on activities performed by the Common Representative during his mandate, is made available to the public within the terms provided, at the Company's Registered office, on the authorised storage system eMarket STORAGE, and on the website group.intesasanpaolo.com (“Governance”/“Shareholders' Meeting” section) where further information can be found.
A copy of said documentation may be obtained, by request, from:
- Shareholders’ Office (tel. +39 0115556227, fax +39 0110932650, email firstname.lastname@example.org)
- Investor Relations (tel. +39 0287943003, fax +39 0287943123, email email@example.com)
which are available to provide any additional information (from 8:30 a.m. to 5:00 p.m.).
An extract of this notice is published, pursuant to Article 125-bis of Legislative Decree no. 58/1998, in the daily newspapers “Il Sole 24 Ore”, “La Stampa”, “Corriere della Sera”, “Financial Times” and “The Wall Street Journal”.
Pursuant to the Privacy Law (Legislative Decree no. 196/2003) the Data Controller is Intesa Sanpaolo S.p.A.. Full disclosure on the processing of data in relation to the exercise of rights related to the Meeting is provided on the website group.intesasanpaolo.com, in the “Governance”/“Shareholders' Meeting” section.
Last updated 30 October 2017 at 14:44