Role and functioning
The Shareholders' Meeting is the sovereign body of the company, which, as a responsibility assigned to the company owners, hosts discussions of born of social will, and serves as a moment of dialogue and meeting between the Board of Directors and the shareholders.
The Shareholders’ Meeting passes resolutions, in ordinary and extraordinary sessions, on matters assigned to it in accordance with the law and the Bylaws.
Specifically, the Shareholders' Meeting:
- appoints the Board of Directors and the Board of Auditors, and determines their fees/remuneration;
- resolves, by binding vote, on the first Section of the Remuneration Report pursuant to Article 123-ter, paragraph 3-bis and paragraph 3-ter, of the Consolidated Financial Act (“TUF”) and by non-binding vote on Section Two of the Report pursuant to Article 123-ter, paragraph 6 of the TUF;
The ordinary Shareholders’ Meeting must be called at least once a year, within one hundred and twenty days from the end of the financial year (one hundred and eighty days, in the cases permitted by law). The Shareholders’ Meeting is convened, in ordinary or extraordinary session, whenever the Board of Directors deems it appropriate and in all other cases provided for under the applicable laws and regulations. Notices convening the Meeting are issued in the manner, within the time limits and with the content established by the relevant statutory and regulatory provisions. Rai Way’s Shareholders’ Meetings are held in a single call, unless the Board of Directors, for a specific meeting, resolves to set a date for a second and, if necessary, a third call, giving notice thereof in the convening announcement.

