Notices to be sent to persons entered in the register
Pursuant to Article 115-bis of the Consolidated Law on Finance (Legislative Decree 58/1998, as amended, hereinafter the “CLF,”), Pirelli & C S.p.A. has created a register of persons with access to information that is likely to become inside information as defined in Article 114 of the CLF (the “Information” and the “Register”).
Accordingly, this is to inform you, pursuant to Article 152-quinquies of Consob Regulation 11971/1999 , as amended, that
[N.B.: depending on the reason for the notice being sent, it is necessary to insert one of the following texts]
- your name [or your company or professional association] has been entered in the Register as having access on a regular basis to Information in connection with the following recurrent activity: .............................. [N.B.: notice of entry in connection with a recurrent activity]
- your name [or your company or your professional association] has been entered in the Register as having access on an occasional basis to Information in connection with the following project or event: .............................. [N.B.: notice of entry in connection with a project or event]
- your entry in the Register has been updated to indicate that you no longer have access to Information in connection with the following project or event: .............................. [N.B.: notice to be sent at the end of a project or event]
- your [or your company’s or your professional association’s] entry in the Register has been updated to indicate that you [or your company or your professional association] no longer have [has] access to Information in connection with the following recurrent activity: .............................. [N.B.: notice to be sent at the end of a person’s entry as having access to Information “on a regular basis” in connection with a recurrent activity]
To this end we inform you that, pursuant to Article 181 of the CLF, inside information means information of a precise nature which has not been made public relating, directly or indirectly, to Pirelli & C. S.p.A. (the “Company”), its securities or one of its subsidiaries and which, if it were made public would be likely to have a significant effect on the prices of the Company’s securities.
Pursuant to Article 114 of the CLF, the Company must disclose inside information concerning the Company or its subsidiaries without delay to the public; it may delay the disclosure of such information, under its own responsibility, only in the cases and under the conditions established by Consob, provided that the Company is able to ensure the confidentiality of the information.
If Information is divulged to a third party who is not subject to a confidentiality requirement, the Company must disclose it in full to the public, simultaneously when it is divulged intentionally and without delay when it is divulged unintentionally.
It is therefore essential that persons entered in the Register observe the confidentiality requirements applying to Information to which they have access.
It should be noted, moreover, that each person entered in the Register is required to ensure the traceability of actions involving Information and its confidentiality within his sphere of activity and responsibility, from the time when, by any means (i.e. in correspondence, meetings, etc.), he comes into possession of Information in connection with the recurrent activity or the project or event to which the relevant entry refers.
If a person entered in the Register, intentionally or unintentionally, divulges Information to persons not possessing it (even if entered in the Register for other reasons), he must immediately inform the officer responsible for the Register.
It should also be remembered that Title I-bis of the CLF provides for sanctions in the event of insider trading and market manipulation. In particular, Articles 184 and 187-bis provide respectively for penal and administrative sanctions to be imposed on any person who, possessing inside information by virtue of his membership of the administrative, management or supervisory bodies of an issuer, his holding in the capital of an issuer or the exercise of his employment, profession, duties, including public duties, or position:
a) buys, sells or carries out other transactions involving, directly or indirectly, for his own account or for the account of a third party, financial instruments using such information;
b) discloses such information to others outside the normal exercise of his employment, profession, duties or position;
c) recommends or induces others, on the basis of such information, to carry out any of the transactions referred to in subparagraph a).
Penal sanctions, imposed by the courts, consist of imprisonment for between two and twelve years and a fine of between twenty thousand and three million euros; administrative sanctions, imposed by Consob with a reasoned decision, consist of a fine of between one hundred thousand and fifteen million euros.
The amounts of the pecuniary administrative sanctions referred to above may be increased up to three times or up to the larger amount of ten times the product of the offence or the profit therefrom when, in view of the personal situation of the guilty party, the magnitude of the product of the offence or the profit therefrom or the effects produced on the market, they appear inadequate even if the maximum amount is applied.
Without prejudice to the possibility of the Company seeking compensation for any losses and/or liability it may incur as a consequence of conduct in violation of the obligations referred to in this notice, it should be recognized that non-compliance may also result: (i) for employees, in the imposition of the disciplinary measures provided for by law and labour contracts; (ii) for external collaborators, in the termination, with or without notice, of the relationship; and (iii) for directors and members of the board of auditors, in the board of directors proposing their disqualification for good cause at the next shareholders’ meeting.
The personal data necessary for entries in and updates of the register will be treated in accordance with Legislative Decree 196/2003 (the “Privacy Code”).
Please examine the extract from the legislation referred to in this notice and the fact sheet issued pursuant to Article 13 of the Privacy Code by clicking on this Internet link: www.pirelli.com.
For any information or clarification you may need concerning this document and its application, please contact: email@example.com.
(The officer responsible for the Register)
Pirelli & C. S.p.A. Group
Register of persons with access to inside information
under Article 115-bis of Legislative Decree 58/1998, as amended (hereinafter, the “Register”)
Keeping the register; criteria for data management and retrieval
Design of the Register
- Article 115-bis of Legislative Decree 58/1998, as amended (hereinafter the “CLF”) provides for the creation of a register of persons who have access - on a regular or an occasional basis - to inside information “in the exercise of their employment, profession or duties”;
- Article 152-bis of Consob Regulation on issuers, as most recently amended by Resolution no. 15232 of 29 November 2005 (the “Regulation”), specifies the information to be entered in the Register, with reference exclusively to the persons entered therein;
the Register of Pirelli & C. S.p.A. (hereinafter, “Pirelli & C.” or the “Company”) is organized on subjective basis it is designed to hold data on natural and legal persons, entities and professional associations. For each person, the Register contains the nature of the relationship with the issuer in virtue of which he possesses information that may become inside information as defined in Article 114 of the CLF (“market sensitive information”). Persons are entered in the Register in accordance with their “Roles” under the relationship, of which there are potentially a great many, including:
a) members of the administrative, management and supervisory bodies of the Company or Group companies;
b) employees of the Company or Group companies, in relation to the specific position held;
c) advisors, external auditors;
d) shareholders who provide direction and coordination, if any.
When specifying the profile of each Role, on the basis of the encryption program used by the Company, authorizations are issued to access the files related to the individual informational contexts for which the entry in the Register is being made.
Without prejudice to the above, entries may be made:
- on a regular basis, for recurrent and continuous activities and processes, such as the preparation of financial reports, budgets and forecasts and meetings of the governing bodies (“Recurrent Activities”);
- on an occasional basis, for specific projects and events, such as extraordinary corporate actions, acquisitions and disposals, and notifications of sanctions (“Projects/Events”).
Some persons will be entered in the Register only for individual Projects/Events in connection with which they possess market sensitive information, with an indication of the date the initial entry is made in the Register and of that on which the person ceases to have access to the information, which coincide, respectively, with the time at which the person becomes involved in the Project/Event and the end of the period during which the Project/Event is associated with market sensitive information (e.g. with the issue of the press release with the price-sensitive information concerning the decision to go ahead with or abandon a transaction) or the earlier time at which, for any reason, the person ceases to have access to the market sensitive information. Other persons may be entered, for Recurrent Activities as well as for specific Projects/Events, as persons authorized to access - according to their functions in the Company or its subsidiaries - market sensitive information. The functions are described in the Register, with special reference to the normal calendars for the related flows of information, so as to circumscribe the “habitual” access of the persons with an interest in them. Such persons are first entered in the Register when they take up the function and their entries are updated, as described below, when they cease to hold the position or the function changes. As mentioned above, such persons may also be entered in connection with specific Projects/Events.
Keeping the Register
At the start of a Project/Event which is an expression of the Company’s will (i.e. which is of “voluntary” origin) the person charged with classifying the related information as market sensitive and with entering the possessors of such information in the Register (the “Registering Officer”) is the person with responsibility for submitting it to the competent body for a decision on the Project/Event. Accordingly:
- if the decision is to be made by Pirelli & C.’s Board of Directors (e.g. in the case of extraordinary financial operations), the Registering Officer is the Chairman of the Board, who may delegate the task to the Secretary of the Board, who may consult with the Managing Director;
- if the decision is entrusted to a Pirelli & C. body with delegated powers (e.g. in the case of a commercial agreement), the Registering Officer is the senior manager. Entries may also be made in the Register for employees and members of the governing bodies of Pirelli & C.’s subsidiaries, which will not normally keep a register of their own. Any subsidiaries with securities listed on Italian regulated markets are an exception in this respect, since they are required to keep a register of their own under Article 115-bis of the CLF; these companies will therefore be entered in the Register as legal persons in accordance with Article 152-bis (2) (a) of the Regulation.
If instead a Project/Event is the consequence of the verification of facts or circumstances of an objective nature (i.e. of “external” origin), the Registering Officer is the senior manager under the Pirelli & C. managing director to whose sphere of activity the Project/Event is related who receives the information if the Project/Event is instantaneous and not subject to verification or the one who is responsible for the process of verification, if such process exists.
The persons indicated above will also be responsible for the subsequent reclassification of market sensitive information and consequently for the entry in the Register of the end or suspension of the Project/Event.
B) Recurrent Activities
At present the activities considered to be Recurrent Activities and as such to be entered in the Register are as follows:
- the preparation of periodic financial reports;
- the preparation of forecasts and the establishment of quantitative objectives;
- the preparation and holding of meetings of the governing bodies of the Company and its subsidiaries;
- the drafting of press releases pursuant to Article 114.1 of the CLF;
- relations with investors, analysts, and the media.
The analysis of the individual Recurrent Activities to identify the stage at which they must be entered in the Register is carried out by the Human Resources and Organisation Function with the assistance of the senior manager under the managing director competent for the activity in question. The Human Resources and Organisation Function is charged with the task of making and updating the entries in the Register, inter alia in line with developments in the internal Organisation.
The officer responsible for the Register, as defined below, may decide to add other Recurrent Activities, possibly acting on a proposal from the Human Resources and Organisation Function.
Officer responsible for the Register
The officer responsible for the Register is the Secretary of Pirelli & C.’s Board of Directors, who, in addition to the duties specified in other parts of this document
- performs the general supervision of the keeping of the Register and may access all the information it contains, with the right to retrieve data in any of the ways permitted by the system;
- handles relations with the judicial and supervisory authorities in the event of requests regarding the data contained in the Register;
- coordinates the Registering Officers and the settlement of any questions that may arise in the operation of the Register.
Data management and retrieval
The Register is electronic and can be accessed, with appropriate security systems, via the Internet and the Company’s Intranet. Access is restricted to the officer responsible for the Register and to the Registering Officers. As mentioned above, the officer responsible for the Register can consult all of its content and carry out all the data entry and retrieval operations permitted by the system. By contrast, the Registering Officers are only authorized to call up, in addition to the data concerning Recurrent Activities, those which they entered themselves.
Natural persons are entered in the Register with their names, date and place of birth, residence or elected domicile, and e-mail address. For legal persons, entities and professional associations, their ID data are supplemented by the ID data of a natural person appointed to act as contact person.
For each entry in the Register (and therefore for each Project/Event and each Recurrent Activity), the system holds an indication of the person’s “role” and date of entry, the date at which the person ceases to have access to the relevant market sensitive information, and the date of each update. Pursuant to applicable law, all these data are retained for at least five years from the time when the circumstances that gave rise to the entry or subsequent updates cease to exist.
In the case of Projects/Events the officer responsible for the Register receives, electronically and at the intervals he establishes, a report showing all the positions open (i.e. without a date corresponding to their termination or suspension), so as to be able to make the appropriate checks on their status.
The data contained in the Register can be searched using the following parameters:
- first name and family name;
- individual Projects/Events and Recurrent Activities;
- category of information (i.e. all the Projects/Events or all the Recurrent Activities);
- status (open, closed) of the Project/Event or Recurrent Activity.
The output generated can be displayed on screen, printed and downloaded.
In view of the necessity of informing persons of their entry in the Register, of subsequent updates of the data concerning them, of the obligations deriving from the possession of inside information and of the sanctions applicable in the event of violations, the application automatically e-mails employees the notifications required by law. For other types of registered persons, the system notifies the officer responsible for the Register and/or the Registering Officer who made the entries of the need to make the required notifications without delay.
[on letter head of consultant or counterparty]
STRICTLY PRIVATE AND CONFIDENTIAL
Pirelli & C. S.p.A.
Via G. Negri 10
To the attention of:
Re: confidentiality agreement related to:
Reference is made to our conversations regarding the Transaction and to your request that we assume certain confidentiality obligations, also on behalf of the Relevant Persons (as defined hereinafter).
We acknowledge that, as a consequence of our involvement with the Transaction, you may make available to us data and information, in written, electronic or oral form, relating to:
(a) the Transaction, including its existence;
(b) Pirelli & C. S.p.A. (the “Company”) and/or its controlled companies and/or companies on which the Company exercises, directly or indirectly, a significant influence, and
(c) the persons that own, directly or indirectly, a stake in the share capital of the Company
(such data and information is collectively referred to as the “Confidential Information”).
We hereby undertake to maintain the Confidential Information strictly private and confidential and not to disclose or disseminate the Confidential Information, without the prior written consent of the Company, to persons other than the following:
(i) directors, managers or employees of [either] our company [or our affiliates (for the purposes hereof affiliates means the controlling companies or the companies controlled, also indirectly, by us and/or under common control, jointly the “Affiliates”)],
(ii) legal counsels or other advisers or assistants or of either our company or the affiliates appointed with your prior written consent,
(iii) partners, associates, advisers, employees or assistants of the undersigned firm and/or professional association which are directly involved in the Transaction and need to know the Confidential Information.
Furthermore, we undertake to use the Confidential Information only for the purposes of the Transaction and not to use any Confidential Information in a way that may be prejudicial to the Company, its affiliates or other persons that own, directly or indirectly, a stake in the share capital of the Company.
We represent that we have in place a system of security measures fully adequate to protect the Confidential Information in accordance with the provisions of this Agreement.
We further undertake to inform preliminarily and appropriately each of the persons mentioned in paragraphs (i) to (iii) above (collectively referred to as the “Relevant Persons”) of the confidentiality obligations under the Italian Legislative Decree no. 58 dated 24th February, 1998, as subsequently amended, and implemented by the relevant rules and regulations (the “Decree”), and to ensure that each of the Relevant Persons agrees and complies with the terms and conditions of this agreement as if they were a party to it. We agree that we shall be liable for any breach of this agreement by us and, pursuant to Article 1381 of the Italian Civil Code, by any of the Relevant Persons.
The information disclosed to the Relevant Persons shall not be deemed to be Confidential Information if such Confidential Information: (x) is in, or becomes part of, in the public domain other than as a result of an unauthorized communication or disclosure by us or any of the Relevant Persons; or (y) is, or becomes, available to us [or our Affiliates] by a third party which is not in breach of any duty of confidentiality (known to us) owed to the Company or other company within its group; (z) have been independently elaborated by us [or our Affiliates] without any kind of reliance or use, of any kind, of the Confidential Information.
Notwithstanding the foregoing, each of the persons subject to the confidentiality obligations set forth herein shall not be bound to fulfil any obligations hereunder in the event that the disclosure or communication of any part of the Confidential Information is required by law, regulation or order to which no opposition can be made. In such circumstances, we shall promptly notify you in writing and shall consult with you on the opportunity to take appropriate actions in order to obtain a waiver and/or communications is required, we undertake to cooperate with you, also in the event it appears necessary or appropriate to delay the timing of the disclosure and/or communication pursuant to Article 114, paragraph 3, of the Decree in order to obtain a protective order or undertakings required or advisable so as to ensure a private and confidential treatment for specific parts of the Confidential Information.
We hereby undertake to comply with the provisions of the applicable privacy laws and regulations.
We further undertake to comply with the provisions set forth in the Decree, also taking into account that any of the Confidential Information may, pursuant to the Decree, become market sensitive information. In particular, we hereby represent:
(i) to acknowledge any duties arising out the Decree; and
(ii) to be aware of the sanctions set forth in the Decree also in the event of abuse of market sensitive information or market manipulation.
We further represent to be aware that you may deem it necessary to enter our names in the registry you keep pursuant to the provisions of the Decree, which records the list of persons having access to confidential information. Therefore, we undertake to provide you in writing with the names of the Relevant Persons having access to the Confidential Information and of those who will access your offices.
Furthermore, we acknowledge that the breach of the confidentiality obligations contemplated by this agreement could cause serious and unrecoverable damages to the Company, to its Affiliates and to its direct or indirect shareholders, as well as to their respective directors. Consequently, and without prejudice to any other legal remedies, including orders and injunctions, if a breach of the obligations hereunder by us or any of the Relevant Persons is ascertained and, in any event, upon enforcement of administrative or criminal sanctions pursuant to the Decree against us or any of the Relevant Persons, the Company:
(a) may terminate the agreements or contracts executed with us and still in force, if any, and
(b) for a period of at least three years, will not enter into further agreements or contracts with us.
The period mentioned in letter (b) above shall run, respectively, from either the date on which the breach is ascertained or the date on which the Company becomes aware of the enforcement of the abovementioned sanctions.
[We acknowledge that all Confidential Information is, and will remain, the property of the Company and or its Affiliates. Upon request of the Company, all documentation containing Confidential Information, and all copies or excerpts thereof, shall be immediately returned to you and all and all electronic records of the Confidential Information shall be deleted or destroyed; we will give you written confirmation of such deletion or destruction as soon as it has occurred.
Without prejudice to any obligation under this agreement, we may keep a copy of the Confidential Information for recording purposes if expressly required by mandatory provisions of law, provided that we give you prior written communication.]
All obligations under this agreement become effective from the date hereof and shall terminate upon the third (3rd) anniversary of the completion of the Transaction or its definitive interruption.
This agreement shall be governed by, and construed in accordance with, the laws of Italy.
We hereby agree that any dispute arising out in connection with the construction or implementation of this agreement shall be submitted to the exclusive jurisdiction of the Courts of Milan.
ANNEX I - Insider dealing - Black-out periods
The Board of Directors of Pirelli & C S.p.A. has decided - as part of its self-regulatory system - to require “relevant persons” in the company (including its directors and statutory auditors) to abstain, in certain periods of the year (so-called black-out periods), from carrying out transactions - including through intermediaries - on the shares of the company or related financial instruments.
In particular, The Board of Directors decided that the relevant persons (“Relevant Persons”) (within the meaning specified in article 152-sexies, subsection 1, letters c.1 and c.3) of the Consob Regulation adopted in decision no. 11971/1999 and subsequent modifications, as well as those identified - including purely for self-regulatory purposes - by the Board itself, and the physical and legal persons closely linked to the latter, shall abstain from carrying out transactions on Financial Instruments (as defined below) in the twenty days preceding the release of the economic and financial results of the period (definitive or preliminary).
The Board of Directors has also reserved the right to determine, in an extraordinary way, further periods during which the obligation to abstain described above shall apply or be suspended.
For the purposes of the above provisions, Financial Instruments shall be understood to mean:
(i) financial instruments listed in the Italian and foreign regulated stock exchange market, issued by Pirelli & C. S.p.A. and its subsidiary companies, excluding non-convertible bonds;
(ii) financial instruments, even unlisted, attributing the right to subscribe, purchase or sell the instruments at point (i), including certificates representing the instruments at point (i);
(iii) derivative financial instruments, including covered warrants, having as related asset the financial instruments at point (i), including when they are exercised by means of payment of a cash difference. Financial Instruments as defined in point (i) also include shares in real estate investment funds listed, promoted and managed by investment management company subsidiaries of Pirelli & C. Real Estate S.p.A.
 Delete any paragraph which is not applicable and or insert any further paragraph if appropriate.
 Insert reference to Affiliates if appropriate.
 Delete any paragraph which is not applicable and or insert any further paragraph if appropriate ,e.g. “(•) counterparties to the Transaction”; “(•) legal counsels or other advisers or consultants of the Company”.
 Delete any paragraph from (i) to (iii) which is not applicable and or insert reference to any further paragraph which has been inserted, if appropriate.
 Insert “and or our Affiliates” if appropriate.
 Insert “and or our Affiliates” if appropriate.
 Insert this paragraph if appropriate.
 Article 152-sexies subsection 1 letters c.1 to c.3 of the Consob Regulation adopted with decision no. 11971/1999./
* c.1) The members of the administrative and control bodies of a listed company
c.2) The persons who act as directors of a listed company and the managers who regularly access privileged information and have the power to take decisions which may impact on the evolution and future prospects of the listed company
c.3) The members of administration and control bodies, those persons who act as directors of a listed company and the managers who regularly access to privileged information and have the power to take decisions which may impact on the evolution and future prospects of a company directly or indirectly controlled by a listed company, if the book value of the stake in the above mentioned subsidiary company represents more than fifty percent of the equity asset of the listed company, as resulting from the last approved Annual Report.
 This means all those physical and legal persons strictly linked to the Relevant Persons who may be considered to influence or be influenced by the latter (and thus legal persons who, while subsidiary according to the current legal and regulatory provisions, operate in conditions of operational independence, are excepted).
 The terms are calculated taking as reference the calendar of the meetings of the board of directors for approval of the reports specified in article 154-ter subsections 1,2 and 5 of the CLF (Consolidated Law on Finance) announced by the Company to the market.
ANNEX J - Regulations for shareholders’ meetings
- These Regulations shall apply to the Company’s ordinary and extraordinary shareholders’ meetings.
- To ensure the regular conduct of shareholders’ meetings, for matters not expressly governed by these Regulations, the Chairman of the meeting (hereinafter the “Chairman”) shall adopt the measures and solutions deemed most appropriate, in compliance with the law and the bylaws.
- Meetings may be attended, with the right to take part in the discussion and to vote, by persons entitled to do so pursuant to the applicable provisions (hereinafter the “Participants”).
- Unless stated otherwise in the notice convening the meeting, personal identification and verification of the right to attend the meeting shall begin at the place where it is to be held at least one hour before the time fixed for it to start. When the Participants have been identified and their right to attend verified, under the supervision of the Chairman, the auxiliary staff provided by the Company shall issue badges that serve for control purposes and to exercise the right to vote.
- The Participants shall be able to follow the discussion, take the floor during the discussion and exercise their right to vote, in the technical manner specified on each occasion by the Chairman.
- Participants who, after being admitted to the meeting, intend for any reason to leave the premises where it is being held, must inform the auxiliary staff.
- Directors, senior executive and employees of the Company and of Group companies may attend the meetings, following also the course of actions decided by the Chairman, as may other persons whose presence is deemed useful in relation to the matters to be discussed.
- With the agreement of the Chairman and following the course of action decided by him, the proceedings may be followed by professionals, consultants, experts, financial analysts and suitably qualified journalists, accredited for a single meeting, in areas which could specifically be set aside for that purpose.
- Persons accredited to follow the proceedings must report for identification by the Company’s appointees at the entrance of the premises where the meeting is to be held and collect a special badge to be exhibited upon request.
- In accordance with the law and the bylaws, it is up to the Chairman to direct the meeting and ensure the best conditions for its orderly and effective conduct.
- The Chairman may authorize the use of audio-visual recording and transmission equipment.
- In the conduct of the meeting and in the preparation of the minutes the Chairman shall be assisted by a Secretary, in case a Notary public is not present. The Secretary or the Notary public may in turn arrange to be assisted by persons of their trust.
- For the purposes of conducting the voting procedures, the Chairman shall be assisted by scrutineers; he may use auxiliary staff to provide the necessary technical support and to maintain order.
- When the quorum for duly constituting the shareholders’ meeting is not reached, after an appropriate period of time the Participants shall be informed of the fact and the discussion of the matters on the agenda shall be understood to be deferred until the next call of the meeting, if any.
- During a meeting the Chairman may, if he deems it desirable and the majority of the capital represented at the meeting does not object, suspend the proceedings for up to three hours.
- Opening the proceeding of the meetings, the Chairman shall summarize all the items of the agenda.
- The Chairman can grant to shareholders’ who have required to add items to the agenda, according to the By-Laws and to the provisions of law, up to 15 minutes for describing the proposed resolutions to be taken and for explaining the reasons why they are proposed.
- The Chairman shall establish the order in which the items on the agenda are to be discussed, which may differ from that indicated in the notice convening the meeting.
- He may provide for several items to be discussed together or for the discussion to proceed item by item.
- The Chairman and, at his invitation, persons attending the meeting pursuant to the Article 4, paragraph 1, shall explain the items on the agenda.
- It is up to the Chairman to conduct and moderate the discussion, ensure its correctness and prevent disturbances of the regular course of the meeting.
- The Chairman, taking account of the subject matter and importance of the individual items on the agenda, may establish at the start of the meeting the time - not less than 15 minutes - available to each speaker.
- The Chairman shall call on Participants to comply with the time limits for speaking established in advance and to keep to the matters stated in the agenda. In the event of an overrun and/or an abuse, the Chairman shall interrupt the speaker.
- Persons who intend to speak must apply to the Chairman or the Secretary, indicating the subject they will address. Such requests may be submitted until the Chairman closes the discussion on the subject to which they refer.
- Participants may ask to take the floor a second time during the same discussion, for not more than five minutes, exclusively in response to other speakers or to declare how they intend to vote.
- The Board of Directors and the Participants may put forward, giving reasons, proposals for alternative or amended resolutions with respect to those originally put forward by the Board of Directors or by the Shareholders who have requested to add items to the agenda in accordance with the By-Laws and with the provisions of law.
- The Chairman shall evaluate the compatibility of such proposals in relation to the agenda of the meeting and to the applicable provisions.
- The members of the Board of Directors and the Board of Statutory Auditors may intervene in the discussion; at the invitation of the Chairman, persons attending the meeting pursuant to the Article 4, paragraph 1, may also take the floor, inter alia to respond to requests for clarification.
- The Chairman shall take appropriate measures to ensure the orderly conduct of voting and provide for the voting on an item to be held immediately after the close of the discussion thereof or at the end of the discussion of all the items on the agenda.
- The Chairman shall establish how each voting procedure is to be conducted and the procedures for identifying and counting the votes cast and shall be responsible for ascertaining the results.
- Upon completion of the counting of the votes with the help of the scrutineers and the Secretary, the results of the voting shall be announced.