Ordinary Shareholders Meetings of Tiscali S.P.A.
- First calling: Thursday 28th April 2011, at 11.00 am
- Second calling: Friday 29th April 2011, at 11.00 am
Extraordinary Shareholders Meetings of Tiscali S.P.A.
- First calling: Wednesday 27th April 2011, at 11.00 am
- Second calling: Thursday 28th April 2011, at 11.00 am
- Third calling: Friday 29th April 2011, at 11.00 am
In light of the composition of the Company’s shareholding structure, from this point on it is envisaged that the shareholders’ meeting may meet and resolve in ordinary and extraordinary session on 29 April 2011.
Procedure for participation and voting by proxy
Each individual entitled to take part may arrange for themselves to be represented during the shareholders’ meeting in accordance with the law by means of proxy granted to either:
- the representative chosen by the party with the right to vote, possibly using the proxy form available in the section of the website;
- Servizio Titoli S.p.A. with registered offices in Via Mantegna 6, Milan, Italy (www.serviziotitoli.it) as Representative Appointed by the Company in pursuance of Article 135 undecies of Italian Legislative Decree No. 58/1998 (CFL). For such purposes, the specific proxy form prepared by Servizio Titoli in agreement with the Company, which can be found in this section of the website, must be used as soon as possible and in any event by 6 April 2011.
The proxy can be granted to Servizio Titoli S.p.A. by 21 April 2011 and is effective for just the resolutions proposed to the meeting in relation to which the delegant has given voting instructions by means of this form.
Please note that, in the event unknown circumstances arise or in the case of changes or additions to the proposals presented during the meeting, Servizio Titoli S.p.A., in its capacity as Appointed Representative, does not intend to be authorised to express a vote differing to that indicated in the instructions received. If, due to technical reasons, the proxy forms cannot be made available in electronic format, they shall be forwarded upon mere request to be made by telephone to the following number +39 011 0059376.
Right to submit questions before the shareholders’ meeting
Pursuant to Article 127 ter of Italian Legislative Decree No. 58/1998 (CFL), the shareholders can submit questions on the business on the agenda also before the meeting, by means of sending a letter addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09122 Cagliari, Italy. The request must be accompanied by the details of the requesting party (name and surname or company name in the event of an entity or company, place and date of birth, and tax code).
Those who confirm ownership of shares as of 14 April 2011 (record date), have the right to obtain an answer. For such purposes, a certificate must be produced, also after the request made, using the same formalities envisaged for forwarding the latter; this certificate shall be effective until the afore-mentioned date and be issued by the depositary broker who certifies that the party making the request is the owner of the shares. In the event the shareholder has requested their depositary broker for the communication proving the right to take part in the shareholders’ meeting, it will be sufficient to include the reference of this communication in the request, which may be made by the broker or, at least, the corporate name of said broker.
The questions received by 12 o’clock on 18 April 2011, having checked their pertinence and the requesting party’s right, shall be answered as indicated by said party (by fax or e-mail) or, at the latest, during the meeting itself.
Right to supplement the agenda
Pursuant to Article 126 bis of Italian Legislative Decree No. 58/1998 (CFL), shareholders who, also jointly, represent 40% of the share capital may request, by 5 April 2011 (10 days after publication of the notice of calling), the integration of the business to be dealt with indicating the additional matters proposed in the request. Integration is not permitted for business on which the meetings resolve as per the proposal of the directors or on the basis of a project and a report drawn up by the same, differing to those as per Article 125 ter of the CFL.
The requests must be made in writing and sent via registered letter with advice of receipt to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09122 Cagliari, Italy and must reach the Company by the above deadline, accompanied by a report on the business which is proposed be discussed.
The certificate issued by the depositary broker confirming the requesting shareholders’ ownership of shares, valid as of the date of said request, must be produced together with the request.
Information on the share capital
The share capital, amounting to EUR 92,018,562.47, is represented by 1,861,493,509 ordinary shares lacking par value.