The Shareholders' Meeting, when regularly constituted, represents all of the shareholders and its resolutions, passed in conformity with the law, are binding on all of them, even if absent or dissenting. General Meetings shall be held at the Company's registered office or elsewhere within Italy. As laid down by article 9 of the Articles of Incorporation, General Meetings shall be convened by means of a notice giving the date, time, place and agenda for the meeting, as well as all the information required by the law as its stands at the time.
The Company makes available to the public the documentation relative to the matters contained in the Agenda by depositing it at the company's registered office, sending it to Borsa Italiana and publishing it on its website.
The Shareholders' Meeting is presided over by the Chairman of the Board of Directors and, in his absence, by the Vice Chairman.
The Shareholders' Meeting has all the powers laid down by law regarding it. Pursuant to the Articles of Incorporation the giving to the administration body of the company the competencies and pass resolutions on matters, such as resolutions regarding mergers and split-offs in those cases laid down by the articles 2505, 2505, part two, and 2506, part three, of the Italian Civil Code, the opening or closing of secondary sites, indicating who among the Directors have the legal representation of the company, the reduction of the Share Capital in the case of the withdrawal of a shareholder and the updating of the Articles of Incorporation for legislative and regulatory measures, which belong by law to the Extraordinary Shareholders' Meeting, does not lessen the competency of the Shareholders' Meeting, which maintains the power to pass resolutions regarding such matters. Regarding the constitution and resolutions of the Shareholders' Meetings, both Ordinary and Extraordinary, at any call, the relative legal measures are applied.
Parties with voting rights may arrange to be represented, by means of written proxy, as provided for in law. Proxies may be notified to the Company as indicated in the notice of meeting, also by email sent to the address indicated in the notice, no later than the start of the general meeting.
The Ordinary Shareholders' Meeting of 9th April 2001 put in place the "Shareholders' Meeting Regulations", which regulates the proceedings of the Ordinary and Extraordinary of Shareholders' Meetings of the company.
Mediaset in borsa:
General Shareholders' Meeting
June 28th, 2017
Viale Europa, 46
Notice is hereby given that the Ordinary Shareholders' Meeting, in single call, of Mediaset S.p.A. (ticker MS) will be held in Viale Europa, 46, Cologno Monzese, Italy on Wednesday, 28 June 2017, at 10.00 a.m. (local time). All shareholders of ordinary stock (ISIN IT0001063210 - SEDOL 5077946) and holders of American Depositary Receipts (ADR - CUSIP 584469407) are invited to attend in order to transact the following business
A. Financial Statements at 31 December 2016
1. Approval of the Financial Statements at 31 December 2016 and allocation of profit for the year; Presentation of the Board of Directors' Report on Operations and the Reports of the Independent Auditors and the Board of Statutory Auditors; Presentation of the Consolidated Financial Statements at 31 December 2016.
B. Compensation Report, pursuant to article 123-ter of Italian Legislative Decree 58/1998
2. Compensation Report, pursuant to article 123-ter of Italian Legislative Decree no. 58/1998; Advisory Vote on Compensation Policy.
C. Granting of the statutory audit mandate for the 2017-2025 financial years
3. Appointment of the independent statutory auditor and determination of the relevant fee.
D. Appointment of the Board of Statutory Auditors and determination of relevant compensation
4. Appointment of the members of the Board of Statutory Auditors.
5. Determination of annual remuneration of the Board of Statutory Auditors.
E. Authorisation for the Board of Directors to purchase and dispose of treasury shares
6. Authorisation for the Board of Directors to purchase and dispose of treasury shares, also to ser-vice stock option plans and other share-based medium-long term incentive and retention plans; related resolutions.
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