Finmeccanica Board Of Directors: By-laws Modified for the Privatization of the Company
The Board of Directors of Finmeccanica today has defined the proposals to modify the by-laws of the Company including the clause containing the special powers as provided by Italian Law n. 474/1994, as indicated in the decree of the Italian Prime Minister dated 28 September 1999.
Furthermore, the Board of Directors has resolved to propose further changes regarding the insertion of a limit of 3% on holdings of voting shares, a mechanism of separate lists for the nomination of the members of the Board of Directors as well as other clauses for the completion of the corporate governance of the Company.
Theses modifications are made in the context of a reorganization of the relations between shareholders and the Board of Directors which are aimed at satisfying, also in view of the upcoming privatization, the requirements to safeguard the interests of all shareholders through their representation in the various organs of the Company. Such modifications take into consideration the strategic nature of the business, particularly the defense sector.
In particular, the proposals concern the introduction of the clause that attributes special powers to the Minister of the Treasury to be exercised together with the Minister of Industry which consist of:
**right of approval of participations in the capital of the Company of at least 3% of the share capital with voting rights in ordinary shareholders meetings, by entities other than the Italian State, Italian government bodies, or state controlled companies as provided by art. 2, comma 1, letter a) of Italian Law n. 474/94;
**right of approval for finalizing shareholding agreements related to a participation in the capital of the Company of at least 3% of the share capital with voting rights in ordinary shareholders meetings, as provided by art. 2, comma 1, letter b) of Italian Law No. 474/94;
**right to veto the adoption of resolutions which involve the dissolution of the Company, its transfer, merger, breakup, the transfer of its headquarters abroad, the change of its corporate purpose, as well as any change of the by-laws that abolishes or modifies the special powers;
**right to nominate Directors with a limit of a fourth of the members of the Board of Directors and right to nominate an Auditor to which is reserved the title of President of the Board of Statutory Auditors as provided by art. 2, comma 1, letter d) of the above-referenced Italian Law No. 474/94;
The further proposals to modify the by-laws concern:
**the introduction of a limit of 3% on holdings of voting shares as provided by art. 3 of Italian Law n. 474/94; **the introduction of the mechanism of separate lists for the nomination of the members of the Board of Directors, reserving for the list of majority shareholders 2/3 of the members and to the list of minority shareholders the remaining third, as provided by art. 4 of the above-referenced Italian Law n. 474/94;
**the elevation from 2/3 to 3/4 of votes of members present in the shareholders meeting as a quorum for the valid adoption of the resolutions of the extraordinary meeting;
**the introduction of a qualified majority of 7/10 of the members of the Board of Directors for the adoption of resolutions regarding extraordinary operations and acts of disposals of assets in the defense sector of particular strategic importance;
**the introduction of a qualified majority requiring 3/4 of the votes of shareholders present in the meeting for the approval of resolutions of the ordinary meeting regarding extraordinary operations and acts of administration of the Company having strategic relevance on the above-mentioned matters for which is required a qualified majority for the resolutions of the Board of Directors.
The proposals will be examined at the shareholders' meeting, which has been called for 23 November 1999 at 11:00 in first call and 30 November 1999 at the same hour in second call.
The report of the Board of Directors dated today is available to the public at the headquarters of the Company and the Italian Stock Exchange.
-ends-
Finmeccanica Board Of Directors: By-laws Modified for the Privatization of the Company
