Ordinary and Extraordinary Shareholders’ Meeting of Tiscali S.p.A.

JUNE 27 2019 h. 3 pm cet

Participation and representation

Subjects for whom the company has received a communication from an authorized intermediary certifying, based on the evidence relating to the close of the accounting day of June 18, 2019 (record date), ownership of voting rights, are entitled to take part in the Shareholders’ Meeting. Those who are holders of shares after the aforementioned date shall not be entitled to attend and vote at the Shareholders’ Meeting.

Each party entitled to participate may be represented by means of proxy, conferred in accordance with the legal provisions, with the right to use the proxy form available on the company website www.tiscali.com section Governance/Shareholders’ Meetings which shall be sent to those that request it via certified email address to ufficiolegale.tiscali@legalmail.it.

As regards the notification of proxies, including electronically, the instructions on said form must be followed.

According to article 8 of the By-laws, the Company decided not to appoint a designated representative to whom the holders of the right to vote can grant power of attorney, pursuant to article 135-undecies of Legislative Decree no. 58/1998 (the “TUF”).

Submission of the slates for the appointment of the members of the Board of Directors

Pursuant to Article 11 of the Company’s By-laws, the appointment of the Board of Directors takes place on the basis of slates of candidates lodged at the Company’s registered office or sent via certified e-mail using the address ufficiolegale.tiscali@legalmail.it, by June 2, 2019.

Shareholders who, alone or together with other, are overall holders at the time of presentation of the lists of a shareholding representing at least 4.5% (four-point five percent) of the share capital with the right to vote during ordinary shareholders’ meetings, have the right to present slates of candidates. This investment holding must be proven by means of specific communications produced by the qualified broker which must reach the Company (if not available on the day when the lists are deposited) by June 6, 2019 at the certified e-mail address tiscali@pecserviziotitoli.it. Remote voting is not allowed.

Each slate can include up to 9 (nine) candidates, listed progressively.

The slates will be available to the public, on the Company’s website www.tiscali.com, and with the modalities provided by law, by the Company within 21 (twenty-one) days before the Shareholders’ Meeting, thus within June 6, 2019.

In order to ensure the valid submission of the slates, shareholders will have to follow the provisions contained in Article 11 of the Company’s By-laws:

Article 11

Board of Directors

The Board of Directors takes steps to appoint a Chairman and possibly a Deputy Chairman, choosing them from amongst its members, if the shareholders’ meeting has not already done so. The Directors remain in office for a maximum period of three financial years, their term or office shall expire on the date of the Shareholders’ Meeting called for approving the finan-cial statements related to the last financial year of their term in office and they may be re-appointed.

Before the appointment of the Board of Directors, the Share-holders’ Meeting establishes the number of the members and the duration of their offices, which may be shorter than three fi-nancial years.

The Directors are appointed by the meeting on the basis of lists presented by the shareholders. Each list may contain the names of the candidates up to a maximum number of Directors provided by these Articles of Association listed by means of consecutive number.

Shareholders entitled to present lists shall be those who, alone or together with other shareholders, own, at the time of presentation of the lists, a shareholding at least equal to that established by CONSOB pursuant to article 147-ter, para-graph 1 of the Consolidated Law of Finance as subsequently amended, and pursuant to the further provisions of applicable legislation, as it will be indicated in the call notice.

Each shareholder may in any case present (or concur in pre-senting) and vote a single list (specifying that, for the pur-poses of the present article, the term “shareholder” jointly means the shareholder him/herself and the natural and legal persons who control, are controlled by or otherwise are sub-ject to common control with the shareholder in question), also through a third party or through trust companies. Any support granted and votes cast in violation of this prohibition shall not be attributable to any list.

Each candidate may be present in only one list or be subject to ineligibility.

The lists presented by the shareholders must be deposited, as will also be indicated in the notice of calling, at the Compa-ny’s registered offices by the twenty-fifth day prior to the date of the meeting called to resolve on the appointment of the Board members.

Each list must be accompanied by the information required by applicable legislation and indicate the identity of the share-holders who have presented the same and the total investment percentage owned. In-depth information on the personal and professional characteristics of the candidates must be provid-ed at the bottom of the list presented by the shareholders, or attached to the same. The declarations by means of which the individual candidates accept their candidature and declare, at their own liability, the inexistence of causes of ineligibil-ity or incompatibility as well as the existence of the requi-sites of good standing and professionalism prescribed for the office by applicable legislation and the Articles of Associa-tion, and any possession of the independence requisites estab-lished by current legislation, must be filed together with each list.

Each list must indicate a number of candidates who present the independence requisites established by applicable legislation in accordance therewith.

Each list must present a number of candidates belonging to the gender represented the least equal to the minimum number re-quired by current legislation.

Lists presented without observing the above instructions, shall be considered as not presented.

The election of Directors proceeds as follows:

a.1) following the outcome of the voting procedure, the votes obtained by each list will be subsequently divided by one, two, three, four and so on until the number of the Directors to be elected is reached. The ratios so obtained will be granted progressively to the candidates of each list in the order in which they appear in the list itself.

Candidates, listed in a decreasing order on the basis of the ratios obtained, who have obtained the highest ratios, will be elected, it being in any case understood that the candidate at the top of the minority list will be appointed director, name-ly the list that obtained the majority of votes from among those duly submitted and voted for and which is not connected – even indirectly – with the members who submitted or voted for the list that came first by number of votes.

If an individual who on the basis of the regulations in force turns out to be linked to one or more shareholders who have submitted or voted for the list which comes first by number of votes, has voted for a minority list, the existence of this link becomes important only if the vote has been decisive in the election of the Director from the minority lists. In each case the legislation and regulations at the time in force shall apply.

In case of equality of ratios for the last Director to be elected, the one from the list which has obtained the majority of the votes or the eldest, in case of a tie vote, will be chosen. If, at the end of the voting procedure, Directors, meeting the independence requirements or meeting the gender balance requirements are not elected in sufficient numbers, the candidate elected with the lowest ratio who does not meet the independence requirements or the candidate with the lowest ratio whose election would result in a gender imbalance, shall respectively be excluded in the first and second case. The ex-cluded candidates shall be replaced by the next candidates in the ranking, whose election would meet the provisions related to the independence requirements and the gender balance re-quirements. This procedure shall be repeated until the number of Directors to be elected is reached. In the event that, hav-ing adopted the criteria set out above, it is not possible to reach the number of Directors to be appointed, the Sharehold-ers’ Meeting shall appoint the missing Directors immediately by way of a resolution adopted by simple majority upon recom-mendation of the members in attendance.

a.2) If only one list is presented, all the directors shall be chosen, in numerical order, only from the submitted list, pro-vided that it obtains a majority of the votes. If, after fol-lowing the above procedure, not enough Directors are appointed who meet the independence requirements, or satisfy the gender balance criteria, the Shareholders’ Meeting shall proceed, in the first case, to exclude the candidate elected with the low-est ratio who does not meet the independence requirements and, in the second case, to exclude the candidate with the lowest ratio whose election would result in a failure to meet the gender balance criteria; after the above exclusions, the Meet-ing shall forthwith appoint the missing Directors by simple majority resolution upon recommendation of the members in at-tendance.

b) if, as per the aforementioned appointment procedure, at least two members in possession of the independence requisites established by applicable legislation are not elected, the last of those elected taken from the list which has obtained the highest number of votes expressed by the shareholders af-ter the first and which is not connected in any way, not event indirectly, with the shareholders who have presented or voted for this latter list shall have to be replaced by the first candidate listed subsequently on this list who has these req-uisites and, if following this replacement a member in posses-sion of the independence requisites established by the appli-cable legislation still has to be elected, the last of those elected not in possession of these requisites taken from the list which has obtained the highest number of votes shall have to be replaced by the first candidate listed subsequently on this list who has these requisites;

c) if the Board of Directors elected as above does not permit the observance of the balance between genders envisaged by current legislation, the last members elected of the more rep-resented gender, of the first list by number of votes cast by the shareholders, fall from office in the number necessary to ensure the observance of the requirement and are replaced by the first candidates not elected on the same list of the gen-der represented the least. In the absence of candidates of the less represented gender on the first list by number of votes cast by shareholders in a number sufficient to go ahead with replacement, the aforementioned criteria will apply to the successive lists progressively voted for the most from which the elected candidates have been taken. If, applying the above criteria, it is not however possible to identify suitable re-placements, the shareholders’ meeting supplements the body with the legal majorities, ensuring the satisfaction of the requirement of the balance between genders envisaged by cur-rent legislation;

d) the list voting appointment method envisaged above is ap-plied in the sole case of complete renewal of the Directors; with regard to the appointment of Directors not appointed for any reason in accordance with the above procedure, the share-holders’ meeting resolves with the legal majority in ob-servance of the legislative requirements regarding gender rep-resentation;

this requisite also applies to co-opting carried out by the same Board of Directors as per applicable legislation.

If, due to resignation or for other reasons, more than half of the Directors appointed by the Shareholders’ meeting fall from office, the entire Board shall be understood to have fallen and the shareholders’ meeting must be called immediately to re-appoint all the Directors pursuant to the voting list sys-tem provided for by this article. The Directors who remain in office may in the meantime perform the activities in the ordi-nary course of business.

The whole By-law is available at: http://investors.tiscali.it/upload/statuto/Tiscali_By_Law_20191305.pdf

Right to ask questions before the Shareholders’ Meeting

Shareholders may ask questions on the items on the agenda also before the shareholders’ meeting, by sending a letter addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari or by registered email at the address ufficiolegale.tiscali@legalmail.it. The question must be accompanied by the personal details of the requesting shareholder (name and surname or name of entity or company, place and date of birth and tax code).

Pursuant to art. 127-ter TUF, those who are entitled to voting are entitled to ask questions on the items on the agenda before the shareholders’ meeting. To this end, the depositary intermediary must produce, also after the question, a communication effective up until the aforementioned date certifying that said requesting party owns shares, addressed to tiscali@pecserviziotitoli.it. In the event the shareholder has asked his/her depositary intermediary for a communication attesting to the legitimate right to participate in the shareholders’ meeting, it will be sufficient to include in the request the references of said communication issued by the intermediary or, at the very least, the name of said intermediary.

During the Shareholders’ Meeting a response shall be provided to the questions received by June 24, 2019, after having verified their pertinence and the requesting party’s right to participate at the Shareholders’ Meeting.

Right to add items to the agenda

Shareholders who, also jointly, represent at least one fortieth of share capital may request, by May 26, 2019, additions to the list of items to be dealt with or present further proposals on items already on the agenda.

Requests must be presented in writing via registered letter with return receipt addressed to Tiscali S.p.A., Località Sa Illetta, s.s. 195 km. 2300 09123 Cagliari – attention of the Legal Office, or by certified email to ufficiolegale.tiscali@legalmail.it, and must reach the company within the above terms, accompanied by a report on the subjects they would like to have discussed or on the additional proposals.

Certification of ownership of the shares by the requesting shareholders and of the interest necessary to request additions must be provided via a specific communication produced by the depositary intermediary, effective as at the date of said request, addressed to tiscali@pecserviziotitoli.it.


The full text of the proposed resolutions, together with the report describing the agenda items, will be available on May 17 2019, within the timing and the modalities provided by law, to the public at the company’s registered office, on the company’s website (www.tiscali.com) and on the Emarket SDIR storage circuit, managed by Spafid Connect.

Report BoD Agenda

Notice of call

Proxy form