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Shareholders’ Participation
Ordinary meetings
Ordinary shareholders’ meetings must be convened at least once a year within 120 days after
the end of the fiscal year (180 days in particular circumstances) for the approval of the financial
statements. At ordinary meetings, if necessary, shareholders may also be called to appoint
directors and statutory auditors, determine their remuneration, vote on whether the Company
should take action against any directors or statutory auditors, and vote on any business
matter submitted by the directors.
The quorum required for an ordinary shareholders’ meeting of Newron is the presence
of shareholders representing at least 20% of the Company’s share capital. Resolutions are
approved by the shareholders representing the majority of the shares present or represented
at the meeting.
Extraordinary meetings
Extraordinary meetings of shareholders may be called to vote on proposed amendments to
the by-laws, appointment, substitution and powers of liquidators and other resolutions provided
by law.
The quorum required at an extraordinary shareholders’ meeting of Newron is the presence
of shareholders representing more than 20% of Newron’s share capital. At extraordinary
meetings, resolutions must be approved by at least two-thirds of the share capital represented
at such meetings (save for specific matters which require special majorities).
Notice of meetings
Notice of all shareholders’ meetings of listed companies must be published in the Gazzetta Ufficiale,
the Italian official gazette, or in at least one of the daily newspapers set forth in the bylaws,
at least 15 days prior to the date set for the meeting. Pursuant to relevant provisions of
the Company’s by-laws, such notice will be published in the Italian daily newspaper MF
Milano Finanza or, in the case that MF Milano Finanza is no longer published for any reason,
in the Italian daily newspaper Corriere della Sera, or, in the case that Corriere della Sera is no longer
published for any reason, in the official gazette of the Republic of Italy (Gazzetta Ufficiale).
Pursuant to the Company’s by-laws, such notice will also be published in the German language,
Swiss daily newspaper Neue Zürcher Zeitung, or, in the case that Neue Zürcher Zeitung is no
longer published for any reason, in the German language, Swiss daily newspaper Tages-Anzeiger,
and the French language, Swiss daily newspaper Le Temps or, in the case that Le Temps is no
longer published for any reason, in French language, Swiss daily newspaper L’Agefi.
In addition, pursuant to Article 2366 of the Italian Civil Code, a meeting will be deemed
duly convened if shareholders representing 100% of the Company’s share capital, together
with the majority of directors and the majority of members of the Board of Statutory Auditors,
are present at the meeting. Persons attending may object to discussions of matters on which
they have not been sufficiently informed.
Shareholders’ meetings (1) must be called promptly upon the request by holders of at
least 5% of the share capital; (2) may be called by the Board whenever it deems appropriate;
or (3) may be called by the Board of Statutory Auditors or the president of the court having
jurisdiction (Presidente del Tribunale), in the cases provided by law.
32 Newron Annual Report 2011