Shareholders’ Meeting

The Shareholders' Meeting, convened in compliance with the law, constitutes the company's supreme organisational body. The resolutions therein adopted, in compliance with the law and the charter, are binding to all the shareholders, including those not in attendance and non-conforming. 

Summons of the Shareholders' Meeting

Meetings are normally held at the Company's registered office but may be held elsewhere in Italy. The summons for the shareholders' meeting can be found on our website and are also published in 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 matters which are absent on the agenda. The meeting for approving the financial statements is normally held within 120 (onehundredtwenty) 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 their respective request through a recognized intermediary to TXT. 

Every shareholder therein authorised 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 individually or jointly with others, represent at least one fortieth of share capital and have the right to vote, are entitled to request an extension of the matters on the meeting agenda, stating such topics 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. 

An extension is not allowed for matters on which the shareholders' meeting resolves, in accordance with the law, on the proposal of the directors or on the basis of a draft or report prepared by them.

Right to ask questions relating to the meeting agenda 

Parties entitled to participate in the meeting can submit questions 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 questions 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.