Saipem S.p.A. (the “Company”) informs that, in view of the renewal of the Board of Directors to be approved by the Ordinary Shareholders’ Meeting called for 14 May 2024 (single call), two lists of candidates to the office of Board Director were filed within the legal deadline.
The first list of candidates to the Board of Directors, jointly filed by Shareholders Eni S.p.A. (“Eni”) and CDP Equity S.p.A. (“CDP Equity”), holding an aggregate number of shares representing 44.01% of the Company’s ordinary share capital (“List no. 1”), comprises:
- Elisabetta Serafin;
- Alessandro Puliti;
- Francesca Mariotti;
- Mariano Mossa;
- Francesca Scaglia;
- Paolo Sias.
In jointly submitting List no. 1, Shareholders Eni and CDP Equity declared that the candidate Alessandro Puliti possesses the required professional skills to be appointed as CEO of the Company.
All candidates in List no.1 attested that they meet the requirements provided for by law and the Articles of Association to serve as members of the Board of Directors. Candidates Elisabetta Serafin, Francesca Mariotti and Mariano Mossa also stated that they meet the independence requirements, as per Article 148, paragraph 3 and Article 147-ter paragraph 4 of Legislative Decree 58/98 and Recommendation 7 of the Corporate Governance Code.
A second list of candidates to the Board of Directors was filed by a group of Shareholders[1] who stated that they hold an aggregate number of shares representing 1.26520% of the Company’s ordinary share capital (“List no. 2”).
List no. 2 comprises:
- Paul Simon Schapira;
- Roberto Diacetti;
- Patrizia Michela Giangualano.
Shareholders who submitted List no. 2 declared, also in accordance with Consob Communication No. DEM/9017893 of 26 February 2009, that they do not have significant relationships or connections with Shareholders who, individually or jointly, hold a controlling or relative majority interest.
All candidates in List no. 2 attested that they meet the requirements provided for by law and the Articles of Association to serve as members of the Board of Directors. They also stated that they meet the independence requirements, as per Article 148, paragraph 3 and Article 147-ter paragraph 4 of Legislative Decree 58/98 and Recommendation 7 of the Corporate Governance Code.
Shareholders Eni and CDP Equity also proposed resolutions, pursuant to Article 126-bis, paragraph 1, penultimate sentence of Legislative Decree 58/98, vis-à-vis item 3 on the agenda of the Shareholders’ Meeting, specifically sub item 3.4 “Appointment of the Chairman of the Board of Directors” and sub item 3.5 “Establishing the remuneration of Board Directors”.
The aforementioned Shareholders proposed:
(i) to appoint Elisabetta Serafin Chairman of the Board of Directors; and
(ii) to confirm the current Directors’ remuneration and, therefore, to set the gross annual remuneration payable to each Director (including the Chairman) at 60,000.00 euro, plus reimbursement of expenses incurred in their role as board members.
The Lists and associated documentation required by current legislation, as well as the proposed resolutions pursuant to Article 126-bis, paragraph 1, penultimate sentence of Legislative Decree 58/98, will be made available to the public within the legal deadlines at the Company’s registered office, on the Company’s website at www.saipem.com (section “Governance” | “Shareholders’ Meeting”), on Borsa Italiana S.p.A.’s website (www.borsaitaliana.it) and via the authorized storage system “eMarket STORAGE” (www.emarketstorage.com).
