Appointment of Directors
Pursuant to Article 11- bis .3 of the By-laws, the Board of Directors is appointed by the Meeting on the basis of lists where the candidates are listed in consecutive numeration. Pursuant to Consob Resolution 19856 dated 25 January 2017, only Shareholders who on their own or jointly with other shareholders represent at least 1% of the share capital are entitled to submit lists.
The lists must be submitted to the registered office of the Company by mail with return receipt or delivered by hand to the following address:
Affari Legali e Societari
(Lists for the appointment of the Board of Directors)
Via Salaria 716
00138 - Rome
or by certified mail to the address firstname.lastname@example.org - Ref. "lists for the appointment of the Board of Directors" or via email to email@example.com Ref. "lists for the appointment of the Board of Directors" or by fax to Funzione Affari Legali e Societari of ENAV at + 39 0681662062 at least 25 days before the date set for the Meeting, and hence by 3 April 2017, together with such other documents as required by applicable laws and regulations, and shall be made available to the public at the Company registered office, at the Company's website at www.enav.it (section “Governance” - “Shareholders' Meeting 2017”) and at the authorised storage system 1Info managed by Computershare S.p.A. at www.1info.it , by 7 April 2017. The lists must be accompanied by information concerning the identity of the Shareholders submitting the lists, with the total percentage of shares held. Ownership of the minimum percentage necessary for submitting lists is calculated with regard to the shares registered to the Shareholder on the day on which the lists are filed at the Company. The related certification may be produced after the submission provided it is by 7 April 2017.
Each Shareholder may submit or participate in the submission of only one list and vote for only one list. The entities who control it, the subsidiary companies and those under common control cannot submit or take part in the submission of other lists nor vote other lists, not even through a third party or trust companies, controlled meaning the companies as per Article 2359 of the Civil Code and Article 93 of T.U.F., in force from time to time or as possibly replaced.
It should also be remembered that those who submit a "minority list" are recipients of the recommendations issued by Consob Communication No. DEM/9017893 of 26 February 2009.
Each candidate may only appear in one list only, under penalty of ineligibility for election.
Candidates for the office of director must possess the requirements of integrity and professionalism provided by law and Article 11- bis of the By-laws. The curriculum vitae of each candidate must be submitted together with each list upon penalty of an admissibility as must the declarations with which the individual candidates accept their candidacy and certify, under their own responsibility, the absence of grounds of ineligibility or incompatibility and the possession of the requirements of integrity and professionalism, as well as, if applicable, the possession of the requirements of independence laid down by the By-laws and the applicable legislation. Each list must contain at least two candidates who possess the requirements of independence who must be mentioned distinctly and one of whom must be placed first on the list.
With regard to the independence requirements, as per Article 147- ter of T.U.F., the Shareholders are invited to please take into account the requirements of independence provided by the Code of Conduct approved by the Corporate Governance Committee.
Pursuant to Article 11.1 of the By-laws, the composition of the Board of Directors is compliant with the normative provisions referring to gender equality pursuant to Law 120 of 12 July 2011. Pursuant to such provisions, at least one third of the directors elected shall belong to the less represented gender. Therefore, pursuant to Article 11-bis.3 of the By-laws, Shareholders intending to submit a list for the renewal of the Board of Directors containing three or more candidates are required to include in such list a number of candidates belonging to the less represented gender of at least one third (rounded up, if necessary) and to place at least one of the candidates belonging to the less represented gender in the first two positions on the list.