Content of the Shareholders Agreement. Governance of Newco
Content of the Shareholders Agreement. The Shareholders' Agreement provides for the commitment to prior consultation, and in the event of a positive outcome of the same, the commitment to present and vote, at the Shareholders' Meeting of Intesa Sanpaolo S.p.A. expected to take place in April 2025 (or for a different date that may be set or to which it is postponed), a joint list for the appointment of the Board of Directors and the Management Control Committee of Intesa Sanpaolo S.p.A. for the financial years 2025/2026/2027, for the determination of the number of directors within the maximum limit set out in the Articles of Association and for the proposal concerning their remuneration, as well as for the proposal and appointment as Chairman and Deputy Chairman of the first and second names indicated on the joint list respectively. As specified above, the effects of the relevant Shareholders' Agreement pursuant to art. 122, paragraphs 1 and 5, letter a) of the TUF are subject to the granting by the ECB of the necessary authorisation pursuant to art. 19 and 22 bis of Legislative Decree no. 385 of 1 September 1993 – "Consolidated Law on Banking and Credit" and Chapter IV of the "Provisions on the ownership structure of banks and other intermediaries" of July 2022, adopted by the Bank of Italy in implementation of the aforementioned rules. The Shareholders' Agreement shall last until the completion of the proceedings of the Intesa Sanpaolo S.p.A. shareholders' meeting referred to above, called upon to appoint the Board of Directors and the Management Control Committee, without prejudice to the right of the Parties to withdraw up to and within the day prior to the day agreed for the filing of the slate by means of a communication to be sent by certified email (or by another means that allows the verification of receipt) to the remaining parts. The Shareholders' Agreement also provides that the Parties are released from the relevant clauses of the Shareholders' Agreement pursuant to art. 122, 1st and 5th paragraphs letter a) of the TUF, if the condition precedent indicated above is not met on the date of the 26th (twenty-sixth) day prior to the date of the shareholders' meeting of Xxxxxx Xxxxxxxx S.p.A..
Content of the Shareholders Agreement. The Shareholders’ Agreement envisages the commitment to prior consultation, and if the outcome of the consultation is positive, the commitment to submitting and voting at the shareholders’ meeting expected to be held by the end of April 2022 (or on a different date which might be set or to which it might be postponed) a joint list for the appointment of the Board of Directors and the Management Control Committee of Intesa Sanpaolo S.p.A. for the financial years 2022/2023/2024, the determination of the number of directors within the maximum limit set forth in the Articles of Association and the proposal concerning related remuneration, as well as the proposal and appointment as Chairman and Deputy Chairman of, respectively, the first and the second candidate shown on the joint list.
Content of the Shareholders Agreement. The Shareholders’ agreement envisages the commitment to consultation, and if the outcome of the consultation is positive, the commitment to submitting and voting at the shareholders’ meeting scheduled for 30 April 2019, a joint list for the appointment of the Board of Directors and the Management Control Committee of INTESA SANPAOLO S.p.A. for financial years 2019/2020/2021, as well as for proposing and appointing as Chairman and Deputy Chairman, respectively, the first and the second candidate on the joint list.
Content of the Shareholders Agreement
