MAIRE S.p.A. Calls Shareholders’ Meeting to Amend Voting Rights

January 8, 2025

MAIRE S.p.A., a prominent player in the engineering and contracting industry, has made a significant move towards corporate governance by announcing an Extraordinary Shareholders’ Meeting slated for December 19, 2024, with a follow-up session on December 20 if required. This meeting aims to deliberate on a pivotal amendment to Article 6-bis of the Company’s By-Laws, a proposal that seeks to enhance the current voting rights framework, thereby aligning it with Italian Law no. 21/2024. At present, this framework awards double voting rights to those shareholders who have maintained possession of their shares for a prolonged period of at least 24 months. The proposed amendment introduces an intriguing enhancement, granting shareholders additional voting rights for each subsequent 12-month period of shareholding, which may accumulate up to a substantial 10 votes per share.

Purpose and Rationale of Amendment

The objective behind this proposed change is multi-faceted, primarily aimed at nurturing a robust, stable, and diverse shareholder base. By incentivizing longer-term shareholding with additional voting rights, MAIRE S.p.A. intends to encourage a deeper commitment from its shareholders, ensuring their support for the Company’s overarching industrial and sustainability strategies. This strategic move is essential, especially in the current volatile market landscape, where long-term investments can significantly influence a company’s adaptability and growth prospects. Furthermore, this initiative is reflective of a broader trend within corporate governance, emphasizing sustained shareholder engagement and support.

Such an amendment is not merely a technical tweak but a strategic shift designed to benefit both the company and its shareholders. It aligns with the company’s vision of fostering inclusive participation and a stable investment environment. Shareholders who are willing to commit their capital for extended periods will have a more influential voice in the company’s decision-making processes. This change, therefore, underscores a forward-thinking approach in enhancing corporate governance and stakeholder alignment.

Shareholder Rights and Further Information

With this amendment, shareholders inherit certain rights under the Italian Civil Code, notably withdrawal rights per Article 2437. This can be crucial for those less enthusiastic about the new voting system. Comprehensive details about the amendment are elaborately covered in the Explanatory Report, sanctioned by the Board. This report, alongside the official notice for the Extraordinary Shareholders’ Meeting, will be available at MAIRE’s offices, on the company’s website, and on the authorized storage system 1info.

Such transparency is essential to maintaining shareholder trust and ensuring all parties stay well-informed about the proposed changes. The inclusion of withdrawal rights reassures shareholders that their interests are prioritized, representing a balanced approach to corporate governance. It empowers shareholders to make knowledgeable decisions regarding their investment in view of the proposed amendments. This transparency nurtures trust and promotes engagement between the company and its investors, making sure all are on the same page regarding the company’s future direction.

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