Ordinary Shareholders’ Meeting 27/30.04.2012	Download
Convening notice
Press Release
Minutes of the Meeting
Explanatory report by Directors
Summary of voting results pursuant to article 125-quater Legislative Decree
Remuneration report

Right to attend the Meeting:

Legitimate entitlement to participate and to vote at the Shareholders’ Meeting is given to those who have the right to vote at the end of the accounting day of the seventh trading day prior to the date set for the Shareholders’ Meeting in first call, that coincides with the day April 18th 2012 (record date) and for whom the Company has received the required notice from the authorized intermediary. Those becoming holders of shares only subsequent to this date shall have no right to attend and vote at the Meeting. The communication from the intermediary must be received by the Company by the end of the third trading day prior to the date set for the Shareholders’ Meeting in first call. Nevertheless the legitimate right to participate and to vote remains, should the communications be received by the Company later than the aforesaid time limit, provided they are received before the beginning of the Shareholders’ Meeting proceedings.

Procedure for participation and vote by proxy:

Any person eligible to take part in the Shareholders’ Meeting may choose to be represented by written proxy in accordance with current legislation, by signing the present proxy form, which is also available in paper format at the Company’s registered office.

Shareholders may also give notice electronically of their proxies to the Company at the certified e-mail address This e-mail address is being protected from spambots. You need JavaScript enabled to view it , or by regular mail to the Company’s registered office addressed to the Corporate Affairs Department. Any notification shall not exempt the delegate, during accreditation for access to the Shareholder’s Meeting, from the obligation to certify that the copy thus notified corresponds to the original and to certify the identity of the delegating party.

The right to submit questions prior the meeting:

Pursuant to article 127-ter of the Legislative Decree No. 58/98 Shareholders may submit questions pertaining to items on the agenda even prior to the Shareholder’s Meeting.
Questions must be addressed in writing to the Company, to the attention of the Investor Relator, by fax at the number indicated in the section “Investor Relations” or by registered mail with a return receipt to the Company’s registered office. The question must be accompanied by (i) personal details of the requesting Shareholder (surname and name, or designation in the case of an organization or company, place and date of birth and tax code) (ii) certification attesting the legitimacy of the Shareholder issued by the authorized intermediary. Questions received shall be answered during the meeting itself at the latest. Questions forwarded otherwise than in accordance with the set procedures shall not be taken into consideration unless the same are reformulated during the meeting by attending Shareholders with the right to vote in accordance with applicable laws and regulations. The Company is entitled to provide a single answer to questions on the same subject matter.

The right of integration of the agenda:

Pursuant to article 126-bis of the Legislative Decree No. 58/98 Shareholders who, even jointly, represent at least one fortieth of the share capital may request, within ten days of publication of the notice of the Shareholder’s Meeting, the integration of the list of items to be discussed indicating in the request the additional items proposed.
Integration is not admissible for topics on which the Meeting is called upon to resolve on proposals by directors or on the basis of plans or reports drafted by them, other than those stated in article 125-ter.
Questions must be submitted in writing to the Company and must be sent by registered mail with a return receipt to the Company’s registered office to the attention of the Corporate Affairs Department. Certification issued by the intermediary attesting the ownership of the shares on the part of the requesting Shareholders valid at the time of request must be produced together with the request.

Shareholders requesting the integration of the agenda must prepare a report on the items they propose to be treated. The report must be delivered to the administrative board before the closing date for the submission of the integration request.

Notice is given of the requests for integration of the agenda, in the same manner specified for the publication of the notice of the Meeting, at least 15 days before the date set for the meeting. On the same date the report is made available to the public, accompanied by any comments by the Board of Directors.
 

Presentation of lists:

LIST TO APPOINT THE BOARD OF DIRECTORS:

Pursuant to article 21 of the By-laws only those Shareholders who, alone or together with other Shareholders, represent at least 2.5% of those entitled to vote at the ordinary Shareholders’ Meeting, have the right to submit a list. Ownership of the minimum share required for the submission of lists is determined according to the shares that are registered in favour of the Shareholder on the date on which the lists are filed with the Company.

Each Shareholder may submit (or jointly submit) and vote one list only, even through proxies or fiduciary companies. Shareholders belonging to the same group (for this being understood as controlled companies, controlling subjects and subjects under joint control pursuant to art. 2359, first paragraph, No. 1 and 2, Civil Code), and Shareholders who are party to the same Shareholders’ agreement pursuant to article 122 of the Legislative Decree No. 58/1998 may submit (or jointly submit) and vote one list only, even through proxies or fiduciary companies.

Adhesions given, and votes expressed, in violation of such prohibition, shall not be attributable to any list.

Board members must meet the requirements provided for by law and by related regulatory provisions; of these a minimum number, equal to that provided for by the same regulations, must have the requirements of independence referred to in article 148, third paragraph, Legislative Decree 58/1988.

The first candidate in numerical order at the top of each list, and at least one other of the same list, must have the requirements of independence referred to in article 148, third paragraph of the Legislative Decree No. 58/1998 and/or the requirements of independence provided for by sector legislation that may be applicable due to the activity carried out by the Company.

Each list must contain indications of a number of no more than eleven candidates, in which candidates must be listed in numerical order. Each candidate may appear on one list only or will be ineligible.

The lists, signed by those submitting them, must be deposited at the Company’s registered office not later than April 2nd 2012. Lists must be accompanied by the following documentation:

(a) statements in which each candidate accepts his/her nomination and attests, under his/her own responsibility, the inexistence of causes for ineligibility and incompatibility, as well as the existence of the requirements provided for by current regulations for the taking of the office;

(b) curriculum containing extensive information on the personal and professional characteristics of each candidate;

(c) a statement regarding the possession of requirements of independence provided for in article 148, third paragraph, Legislative Decree 58/1988 and/or requirements of independence provided for by sector regulations that may apply due to the activity carried out by the Company;

(d) information regarding the identity of Shareholders that have presented the list, with indications of the percentage of participation held in the Company.

Certifications from authorized intermediaries, attesting the quota of shares held on the date of the deposit of the list, may be sent to the company following the submission of the lists, provided that it is no later than April 6th 2012.

Lists submitted without observance of the foregoing provisions shall be deemed as not submitted.

It is to be remembered that Shareholders submitting a minority list are addressed to the CONSOB Communication No. DEM/9017893 dated February 26th 2009, regarding the appointment of administration and control bodies, in which it is recommended to minority Shareholders intending to submit lists for the appointment of the Board of Directors, to deposit, together with the above documentation, a statement certifying the absence of any relationship with Shareholders who hold a controlling or relative majority, the statement should also specify, if relevant, any significant relationships with Shareholders who hold a controlling or relative majority, indicating the reasons why such relationships are not to be considered decisive for the existence of relationship connections or, otherwise, the absence of such relationships.

Lists that have been properly submitted will be made available to the public at the Company’s registered office and published at Borsa Italiana SpA, as well as on the Internet website address www.gruppobiancamano.it / Governance / Assemblea degli Azionisti, beforeApril 6th 2012　　　.　　　　

LISTS TO APPOINT THE BOARD OF STATUTORY AUDITORS:

Pursuant to article 27 of the By-laws only those Shareholders who, alone or together with other Shareholders, represent at least 2.5% of those entitled to vote at the ordinary Shareholders’ Meeting, have the right to submit a list. Ownership of the minimum share required for the submission of lists is determined according to the shares that are registered in favour of the Shareholder on the date on which the lists are filed with the Company. Each Shareholder may submit (or jointly submit) and vote one list only, even through proxies or fiduciary companies. Shareholders belonging to the same group (for this being understood as controlled companies, controlling subjects and subjects under joint control pursuant to art. 2359, first paragraph, No. 1 and 2, Civil Code), and  Shareholders who are party to the same Shareholders’ agreement pursuant to article 122 of the Legislative Decree No. 58/1998 may submit (or jointly submit) and vote one list only, even through proxies or fiduciary companies.

Adhesions given, and votes expressed, in violation of such prohibition, shall not be attributable to any list.

Auditors must meet the requirements provided for by current legislation and regulations.

Each list must contain indications of one or more candidates for the position of Standing Statutory Auditor and for that of Substitute Statutory Auditor, not exceeding, however, the number of Auditors to be elected. The names of candidates are to be marked with a consecutive number.

Each candidate may appear on one list only or will be ineligible.

The lists are divided into two sections: one for candidates for the office of Standing Statutory Auditor and the other for candidates for the office of Substitute Statutory Auditor.

The lists, signed by those submitting them, must be deposited at the Company’s registered office not later than April 2nd 2012. Lists must be accompanied by the following documentation:

a) information regarding the identity of Shareholders that have presented the list, with indications of the percentage of participation held in the Company;

b) a statement of the Shareholders different from those that, also jointly, hold a controlling participation or a relative majority stake, attesting the absence of any relationship as per article 144-quinquies of the Issuers’ Regulation 11971/99, with the latter;

c) full information on the personal and professional characteristics of each candidate, together with a statement from the same candidate certifying the possession of requirements prescribed by law and their acceptance of the nomination;

d) a list of management and control positions held in other companies.

Certifications from authorized intermediaries, attesting the quota of shares held on the date of the deposit of the list, may be sent to the company following the submission of the lists, provided that it is no later than April 6th 2012.

Lists may be sent to the company, within the time limits provided for depositing at the Company’s registered office, to the certified email address This e-mail address is being protected from spambots. You need JavaScript enabled to view it

It is to be remembered that Shareholders submitting a minority list are addressed to the CONSOB Communication No. DEM/9017893 dated February 26th 2009, regarding the appointment of administration and control bodies, in which it is recommended to minority Shareholders intending to submit lists for the appointment of the Board of Statutory Auditors, to deposit, together with the above documentation, a statement certifying the absence of any relationship with Shareholders who hold a controlling or relative majority, the statement should also specify, if relevant, any significant relationships with Shareholders who hold a controlling or relative majority, indicating the reasons why such relationships are not considered decisive for the existence of relationship connections or, otherwise, the absence of such relationships.

In the event that on the date of April 2nd 2012 only one list has been deposited, or rather only lists submitted by Shareholders that are connected to each other under article 144-quinquies of the Issuers’ Regulation 11971/99, further lists may be submitted up to the third day following such date. In this case the threshold for the submission of lists, provided for by the third paragraph of the article, is reduced by half.

Lists that have been properly submitted will be made available to the public at the Company’s registered office and published at Borsa Italiana SpA, as well as on the Internet website address www.gruppobiancamano.it / Governance / Assemblea degli Azionisti , before April 6^th  2012.    

Information on share capital:

The subscribed and paid up share capital currently amounts to 1,700,000.00 Euros divided into 34,000,000 ordinary shares with no par value.