Shareholders' Meeting

In this section you will find the documents relating to the most recent Shareholders' Meeting of IREN S.p.A.

Participation and vote procedure

Anyone entitled to attend may be represented at the Shareholders' Meeting in accordance with the law by means of a proxy granted to Computershare S.p.A. with offices in Turin, via Nizza 262/73, - as the exclusive Designated Representative pursuant to article 106, paragraph 4, of Legislative Decree 17/03/2020 n.18 (Cura Italia) whose provisions were last extended by the Law Decree n. 183/2020 so-called Mille Proroghe (art. 3, paragraph 6) converted with Law no. 21 of February 26, 2021 - for this purpose using the specific proxy form available here to be sent by May 4, 2021, which can also be completed and forwarded via weblink. Alternatively, the Designated Representative may also be given proxies or sub-proxies pursuant to art. 135-novies of Legislative Decree 58/98 (TUF) notwithstanding art. 135-undecies, paragraph 4, of the TUF using the proxy form available here to be sent by the date indicated above (May 4, 2021).

The proxy conferred to Computershare S.p.A. it has effect only for the resolutions proposed to the Shareholders' Meeting for which the delegating party has given voting instructions through the specific form.

If, for technical reasons, the proxy forms cannot be made available in electronic form, they will be sent by simple request to be made by telephone at 011.0923200.

For the notification of proxies, even electronically, the instructions on the forms themselves must be followed.

Electronic vote

Entitled subjects can directly cast their vote online by and no later than 4 May 2021 by completing and submitting the appropriate voting form via the internet. The proxy and the voting instructions will be revocable within the same term as above (i.e. by May 4, 2021).

Right to ask questions prior to the Shareholders’ meeting

Pursuant to art. 127-ter of Legislative Decree 58/98 (TUF), shareholders can ask questions on the items on the agenda even before the Shareholders' Meeting. Questions must be sent in writing to the Company at affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it or by fax to 011.0703563 or by filling in the appropriate form.

The application must be accompanied by the personal data of the requesting Member (surname and name or name in the case of an institution or company, date of birth and tax code).

Those who hold the shares as of April 27, 2021 (record date) have the right to obtain an answer. To this end, the depositary intermediary must produce, even after the application, a communication effective until the aforementioned date, addressed to iren@pecserviziotitoli.it, certifying the ownership of the shares by the applicant.

If the shareholder has asked his depositary intermediary for the communication of legitimacy to participate in the Shareholders' Meeting, it will be sufficient to include in the request the references of such communication possibly issued by the intermediary or at least the name of the intermediary itself. 

Questions received by April 27, 2021, if consistent with the matters under discussion and after verifying the applicant's legitimacy, will be answered within two days prior to the date of the meeting, in the appropriate section of the company's website.

Right to supplement the agenda

Pursuant to art. 126-bis of Legislative Decree 58/98 (TUF), the Shareholders who, even jointly, represent one fortieth of the share capital may request, by April 4, 2021, the integration of the matters to be discussed, indicating the additional topics in the application proposed or submit new resolution proposals on matters already on the agenda.

Requests must be submitted in writing to the Company at the following e-mail addresses: affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it provided that they reach the Company within the above terms and must be accompanied by a report on the matters of which the discussion is proposed. The attestation of the ownership of the shares by the requesting Shareholders, as well as of the shareholding necessary to request the integration of the agenda, must result from a specific communication made by the depositary intermediary, effective on the date of the request, addressed to iren@pecserviziotitoli.it.

The integration is not allowed for matters on which the Shareholders' Meeting resolves upon proposal of the Directors or on the basis of a project and a report prepared by them, other than those referred to in art. 125-ter, paragraph 1, of the TUF.

 

Individual proposals for deliberation by the Shareholders on the items on the agenda
In relation to the fact that participation in the Shareholders' Meeting is envisaged exclusively through the Designated Representative, in order to allow the Shareholders to give complete voting instructions, those entitled to vote may submit to the Company, in writing, proposed resolutions and / or vote on the items on the agenda of the Shareholders' Meeting by 20 April 2021 by e-mail sent to: affarisocietari@gruppoiren.it or irenspa@pec.gruppoiren.it

Each proposed resolution must indicate the topic on the agenda to which it refers and report the specific resolution proposal. Each proposer must communicate his / her shareholding and indicate the references of the communication from the intermediary certifying the legitimacy to participate in the Assembly.

Minutes of the Shareholders’ meeting and attachments

Minutes of the meeting
Attached to the minutes

 

Voting list

Voting on the 2020 financial statements – Point 1 agenda
Voting on 2020 net profit allocation – Point 2 agenda
Voting on 2021 remuneration policy - Point 3 agenda
Voting on remuneration paid in 2020 – Point 4 agenda
Voting on the appointment of the Board of Statutory Auditors and its Chairman for the financial years 2021-2022-2023 and determination of the related remuneration – Point 5 agenda

Questions and answers section
Shareholders’ Q&A

Information on the share capital and other documents

Total amount of voting rights at the record date
Other documents