LensCrafters 2011 Annual Report Download - page 158

ANNUAL REPORT 2011> 82 |
of the candidates are marked under each section (statutory Auditor section, substitute
Auditor section) by a progressive number and in any case must not exceed the number of
members to be chosen by the body.
The lists furthermore contain, also as an attachment:
(i) information regarding the identity of the shareholders that submitted the lists, with the
indication of their overall percentage shareholding;
(ii) a statement from the shareholders other than those that hold, also jointly, a controlling
or relevant majority shareholding, attesting to the absence of linked relationships with
the latter provided for by article 144-quinquies of the Regulations for Issuers;
(iii) comprehensive information on the personal and professional characteristics of the
candidates, as well as a statement from these candidates attesting that they satisfy
the requirements provided for by law and to their acceptance of the candidacy,
complete with a list of director and control duties held by these candidates in other
companies.
The Company makes the lists and related attachments available to the public at its
registered office, on its website and using the other methods established by CONSOB, at
least twenty-one days before the date fixed for the shareholders meeting.
The ownership of the minimum shareholding, which is required in order to be able to submit
the lists, is determined by taking the number of registered shares of the shareholders
submitting the list into consideration on the day the list is submitted to the Company
compared to the total subscribed share capital on that date. The relevant certification may
also be presented to the Company after the list has been submitted, provided that this is
done before the date that the Company has fixed for the publication of the lists.
In the event that at the expiry of the deadline for the submission of the lists, one list only
has been submitted, or lists have been submitted by shareholders who are linked to each
other pursuant to the applicable provisions, additional lists may be submitted up to four
days after such date or up to the date that may be set by binding laws in force at that time.
In this case, the above thresholds set for the submission of lists are halved.
A shareholder may not submit or vote for more than one list, either individually, through
a third party or through trustee companies. Shareholders belonging to the same group
and shareholders who are party to a shareholders’ agreement with respect to the issuer’s
shares, may not submit or vote for more than one list, even through a third party or through
trustee companies. A candidate may appear on one list only, under penalty of ineligibility.
The Auditors are appointed as follows: (i) from the list which received the highest number
of votes (“Majority List”), two statutory Auditors and one substitute Auditor are appointed,
according to the progressive order in which they appear on the list; (ii) from the list
which received the second highest number of votes and which may not be linked, even
indirectly, to the shareholders who submitted or voted for the Majority List pursuant to
the applicable regulations (“Minority List”), a statutory Auditor, who is to become the
Chairman of the Board of Statutory Auditors (“Minority Auditor”), and a substitute Auditor
(“Minority Substitute Auditor”) are appointed, according to the progressive order in which
they appear on the list. In the event the lists receive the same number of votes, the list