Ordinary Shareholders' Meeting of Iren S.p.A. convened for 21 June 2022 at 10.00 a.m. in a single call
Documents available to Shareholders
NOTICE OF CALL
Notice of convocation
Publication of convocation notice in the press
2021 consolidated draft and annual financial statement
2021 consolidated financial statements - ESEF format
2021 Sustainability Report (Consolidated non-financial statement pursuant to Legislative Decree 254/2016)
Report on 2022 remuneration policy and Report on remuneration paid in 2021
Report on the corporate governance and the ownership structure 2021
Board of Directors' guidelines to shareholders on the qualitative and quantitative composition of the Board of Directors for the three-year period 2022-2024
2021 results and future prospects
Report on the 2021 financial statement – Point 1 agenda
Report on the allocation of profit for the year 2021 – Point 2 agenda
Report on 2022 remuneration policy – Point 3 agenda
Report on remuneration paid in 2021 – Point 4 agenda
Report on the appointment of the Board of Statutory Auditors and its Chairman for the financial years 2022-2023-2024 – Point 5 agenda
Report on the determination of the annual remuneration to be paid to the members of the Board of Directors – Point 6 agenda
APPOINTMENT OF THE BOARD OF DIRECTORS
Guidelines relating to Iren’s Board of Directors
List no. 1
List no. 2
List no. 3
Procedure for participation and voting
Pursuant to the provisions of Article 13 of the Bylaws and Article 83-sexies of Legislative Decree No. 58 of 24 February 1998, shareholders who hold voting rights at the end of the record date of 10 June 2022 and for whom the Company has received the relevant communication from the authorised intermediary are entitled to attend the meeting.
Each person entitled to participate may be represented at the Shareholders' Meeting in accordance with the law by means of a proxy conferred on Computershare S.p.A. with offices in Turin, via Nizza 262/73, - as exclusive Designated Representative, pursuant to article 106, paragraph 4, of Legislative Decree no. 18 of 17/03/2020 (Cura Italia), the provisions of which were most recently extended by Law Decree no. 228/2022 so-called Mille proroghe (art. 3, paragraph 1) converted with amendments by Law no. 15 of 25 February 2022 - for this purpose using the specific proxy form available here to be submitted by 17 June 2022, which can also be filled in and submitted via weblink. Alternatively, the Appointed Representative may also be granted proxies or sub-delegations pursuant to Article 135-novies of Legislative Decree 58/98 (TUF) as an exception to Article 135-undecies, paragraph 4, of the TUF using the proxy form available here to be transmitted by the above date (i.e. by 17 June 2022).
The proxy given to Computershare S.p.A. is effective only for the resolutions proposed to the Shareholders' Meeting for which the proxy giver has given voting instructions using the appropriate form.
If, for technical reasons, the proxy forms cannot be made available electronically, they will be transmitted by simple request to be made by telephone on 011/0923200.
For the notification of proxies, also in electronic form, the instructions on the proxy forms must be followed.
Entitled parties may directly express their vote online, no later than 20 June 2022, by filling in and submitting via the Internet the appropriate voting form. The proxy and voting instructions may be revoked by the same deadline as above (i.e. by 20 June 2022).
Right to ask questions before the meeting
Pursuant to Article 127-ter of Legislative Decree 58/98 (TUF), shareholders may ask questions on the items on the agenda even before the Shareholders' Meeting. Questions must be sent in writing to the Company at firstname.lastname@example.org or email@example.com or by fax to 011.0703563 or by filling out the appropriate form.
The application must be accompanied by the personal data of the requesting Member (surname and first name or name in the case of an organisation or company, date of birth and tax code). The right to receive a reply is held by those who are owners of the shares on 10 June 2022 (record date). To this end, a communication must be produced by the depositary intermediary, even after the application has been submitted, addressed to firstname.lastname@example.org, certifying the ownership of the shares by the applicant.
If the shareholder has requested from his depository intermediary the notice of legitimation to participate in the Shareholders' Meeting, it will be sufficient to include in the request the references of such notice that may have been issued by the intermediary or at least the name of the intermediary itself. Requests received by 10 June 2022, 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 Shareholders' Meeting, in the appropriate section of the Company's website.
Right to add to the agenda
Pursuant to Article 126-bis of Legislative Decree 58/98 (TUF), Shareholders who, also jointly, represent one fortieth of the share capital may request, by 10 May 2022, the integration of the items to be discussed by indicating in the request the additional items proposed or submit new resolution proposals on items already on the agenda.
Requests must be submitted in writing to the Company at the following e-mail addresses: email@example.com or firstname.lastname@example.org provided that they reach the Company within the aforementioned deadline and must be accompanied by a report on the items proposed for discussion. The attestation of the ownership of the shares by the requesting Shareholders, as well as of the shareholding required to request the integration of the agenda, must result from a specific communication made by the depository intermediary, effective as of the date of the request itself, addressed to email@example.com. Integration is not allowed for items on which the Shareholders' Meeting resolves upon the proposal of the Directors or on the basis of a project and a report prepared by them, other than those referred to in Article 125-ter, paragraph 1, of TUF.
Individual proposals for resolutions by the Members on items on the agenda
In relation to the fact that participation in the Shareholders' Meeting is envisaged exclusively through the Appointed Representative, in order to allow Shareholders to give full voting instructions, those entitled to vote may submit to the Company, in writing, proposals for resolutions and/or votes on the items on the agenda of the Shareholders' Meeting by 6 June 2022 by e-mail addressed to: firstname.lastname@example.org or email@example.com. Each resolution proposal shall indicate the item on the agenda to which it relates and the specific resolution proposal. Each proposer must indicate his/her shareholding and indicate the references of the communication from the intermediary attesting to his/her entitlement to participate in the Shareholders' Meeting.
Minutes of the meeting and annexes
Minutes of the meeting
Iren S.p.A. financial statement
Vote on the 2021 financial statements – Point 1 agenda
Vote on the allocation of profit for the year 2021 – Point 2 agenda
Vote on the 2022 remuneration policy – Point 3 agenda
Vote on the remuneration paid in 2021 – Point 4 agenda
Vote on the appointment of the Board of Directors and its Chairman for the financial years 2022-2023-2024 – Point 5 agenda
Vote on the determination of the annual remuneration to be paid to the members of the Board of Directors – Point 6 agenda
Summary of votes
Questions and answers
Top 100 shareholders list
Information on share capital and other documents
Total amount of voting rights at the record date