Shareholders’ Meetings

Meeting

The Shareholders' Meeting convened in compliance with the law, constitute the company's supreme organizational body. The resolutions therein adopted, in compliance with the law and the Charter, are binding on all the Shareholders, including those not in attendance and in dissent.

Issue of Summons

The venue of the meeting is, as a rule, the company's registered office; the place may also be another, within the Italian state.

The summons for the shareholders' meeting can be found on our website and are also published on a leading newspaper in accordance with the provisions of the law; the call lists the day of the meeting, time and address in addition to the agenda. The meeting cannot resolve on subjects which are absent on the agenda. The meeting for approving the financial statements is normally held within 120 days of the fiscal year end.

Direct participation and power of attorney

​​Entitlement to participate is reserved for those bearing the right to vote 7 (seven) market days prior to the date of summons for the meeting and who have submitted to TXT their respective request through a recognized intermediary.

Every shareholder therein authorized may duly choose a proxy in his/her stead through a written power of attorney that can be downloaded from this section. The proxy application can be emailed to deleghetxt@txtgroup.com. In any event, said procedure does not relieve the delegate of providing compliance with the original proxy certificate and offering his/her identity, at the moment of entering the meeting venue.

In view of the relative simplicity of the company's shareholding structure, TXT has not envisaged a "Designated Representative" to whom Shareholders can assign proxy powers.

Extension of Meeting Agenda

​Shareholders who, either on their own or jointly with others, represent at least one fortieth of share capital and the right to vote are entitled to request an extension of the subjects on the meeting agenda, stating the topics proposed in the application. Such request must be submitted within 10 (ten) days of the publication of summons, to the TXT registered office, to the attention of the Chairman of the Board of Directors. The request must contain proof of share ownership as stated above.

The registered office must also receive a supporting report, in due time, to be made available to the shareholders, at least 10 (ten) days prior to meeting date in first call.

Extension of the agenda is not allowed for those items on which the meeting is called to resolve, by law, on the basis of a proposal or a project or a report made by the Directors.

Right of questions relating to the Meeting Agenda

Parties entitled to participate in the Meeting can submit interrogations pertinent to the agenda even prior to the actual assembly, via a registered letter to the TXT registered office at the address: TXT e-solutions S.p.A., Via Frigia, 27, 20126 Milano; or via email to: infofinance@txtgroup.com. Such queries will be answered in the course of the Meeting; the company reserves the right to offer a collective response to all those questions having an identical content.

All interrogations must be accompanied by dedicated certificates issued by the intermediaries acting as custodians of the shares or by the notification of legitimacy to participate and vote in the meeting.