The appointment of directors, as required by Article 21 within the Articles of Association is based on lists submitted by shareholders in accordance with the procedure described below. Shareholders who, together with the filing of their list, document that they hold at least 2.5% of the shares with voting rights in the ordinary shareholders' meeting, are entitled to submit lists, unless the law or regulatory provisions establish a different percentage.

The lists must contain a number of candidates not exceeding the number of members to be elected listed by means of a progressive number. Each candidate may appear on only one list under penalty of ineligibility. Each list must contain, under penalty of forfeiture, a number of candidates who, in accordance with the provisions of Consob by regulation, possess the independence requirements prescribed by current laws and regulations, indicating them separately and inserting one of them as first candidate from the list.

If, with reference to the mandate from time to time in question, mandatory criteria of distribution between genders are applicable, each list that presents at least three candidates must contain a number of candidates of the less represented gender at least equal to the minimum quota applicable from time to time. Each shareholder may, directly or indirectly through a trust company or third party, present only one list. In case of violation of this rule, the vote of the shareholder is not to be taken into account with respect to any of the lists presented.


The lists signed by the shareholders who presented them, must be filed at the Registered Office at least twenty-five days before the date set for the shareholders' meeting on first call or on single call. In order to prove ownership of the number of shares necessary for the presentation of the lists, the shareholders, at least twenty-one days before the date set for the shareholders' meeting on first call, or on single call, must send a specific communication issued pursuant to current legislation through a qualified financial intermediary. The filing of the lists, carried out in accordance with the above, is also valid for calls subsequent to the first, where applicable. Outgoing directors can be re-elected. Within the aforementioned term, the declarations by means of which the individual candidates accept their candidacy and declare under their own responsibility the absence of causes of ineligibility and incompatibility, as well as the existence of the requirements prescribed by the provisions of the law, regulations and Articles of Associationm must be filed. The lists for which the above provisions are not observed are considered as not submitted upon resolution of the board of directors, after hearing the Board of Statutory Auditors.

Each person entitled to vote may vote or support only one list. In compliance with the regulatory and legal provisions on the matter, in case of presentation of multiple lists, except as provided for in the following paragraph, the appointment of the directors will proceed as follows:

  • Considering the list that has obtained the relative majority of the votes cast by the shareholders, all directors, with the exception of one, will be taken in the progressive order in which they are listed on the list itself.

 o    the appointment of the latter will be carried out in compliance with the progressive order of the minority list which has obtained the highest number of votes and which is not in any way connected or involved, not even indirectly, to/with the list that won by number of votes.

If, as a result of the application of the provisions of the previous paragraph, the minimum share of the less represented gender applicable from time to time is not respected, instead of the last candidate of the most represented gender on the list that will have obtained the relative majority of the votes cast by shareholders, the next candidate of the less represented gender on the same list will be deemed as appointed. On the other hand, in the absence of multiple lists, all the directors will be taken, in the progressive order, from the one list presented .

In the event that no list is presented, the appointment of the directors will take place on the basis of proposals by the individual shareholders, in compliance with any minimum proportions of allotment between genders envisaged by the law and by the regulations in force from time to time, without prejudice to the necessary election of the minimum number of independent directors required by current statutory, regulatory or regulatory provisions.


SERI INDUSTRIAL S.p.A. · via Provinciale per Gioia, Centro Az. Quercete snc – 81016 San Potito Sannitico (CE) · P.I. 11243300156 REA CE 314821

C.F. 01008580993 · Capitale sociale Euro 106.456.682,03 i.v.