14MB - Pirelli

ensure orderly discussion and voting, establishing the procedures and verifying the results.
The decisions of the meeting are recorded in minutes signed by the Chairman of the meeting
and the Secretary or by the Notary public.
The minutes of extraordinary Shareholders’ Meetings must be prepared by a Notary public appointed
by the Chairman of the meeting.
Article 7 of the Company bylaws specifies that shareholders’ interventions for which the communication
specified in article 2370 subsection two of the Civil Code, within two days of the
date of the particular shareholders’ meeting, are legitimate.
The bylaws do not envisage the non-availability of the actions for which the communications
mentioned in the aforementioned article 2370, subsection 2 of the Civil Code until the meeting
has been held.
With reference to the right of each shareholder to speak on topics raised for discussion, it
should be noted that the Rules for shareholders’ meetings provide that the Chairman determines
the period of time available to each speaker at the start of the meeting, taking the importance
of the individual items on the agenda into account, but in any event no less than 15
minutes. Persons who wish to speak must ask the Chairman or the Secretary, indicating the
topic to which the speech refers. The request may be presented up to the moment the Chairman
has declared closed the discussion of the matter which the demand to speak refers. Participants
may ask to speak a second time during the discussion, for a period of no more than five minutes,
solely for the purpose of replying or formulating voting intentions.
As far as the meeting of holders of savings shares is concerned, this is called by the Common
Representative of the savings shareholders of the Company or by the Board of Directors every
time they believe it to be proper advisable or when its convening is required by the law.
The special meeting of savings shareholders is chaired by the Common Representative of the
savings shareholders or, in his absence, by the person elected by a majority of the capital represented
at the meeting.
Pursuant to the Company bylaws 59 the Company is responsible for the expenses of organising
the special shareholders’ meeting and for the remuneration of the Common Representative.
The savings shareholders’ meeting took place on 28 January 2009 and proceeded to appoint a
Common Representative, the mandate of the serving Common Representative having expired.
The special shareholders’ meeting confirmed Giovanni Pecorella as Common Representative
for the years 2009-2011, determined his remuneration, and approved the creation of a fund for
the expenses necessary for the protection of the common interests of the group. When renewing
the Common Representative, the savings shareholders’ voted separately on the appointment
of the Common Representative and on the determination of his fee.
19. CHANGES AFTER THE CLOSURE OF THE FINANCIAL YEAR
The Report takes into account the changes that have occurred since the end of the financial
year to the data of approval of the Report.
59 Article 6 of the company bylaws.
ANNUAL FINANCIAL REPORT 2008
117