Genoa, 19 January 2017
ERNST & YOUNG APPOINTED EXTERNAL AUDITOR OF THE COMPANY FOR THE FINANCIAL YEARS 2016-2024
SHAREHOLDERS’ MEETING RESOLVED TO BRING ACTION FOR LIABILITY PURSUANT TO ARTICLE 2393 OF THE ITALIAN CIVIL CODE AGAINST THE DIRECTOR MR. GIUSEPPE BIVONA
MR. MICHELE ALBERTO FABIANO CRISOSTOMO APPOINTED AS DIRECTOR
The ordinary Shareholders’ Meeting of Ansaldo STS S.p.A., held today, in consideration of the resignation filed by KPMG S.p.A., has appointed Ernst & Young S.p.A. as external auditor of the Company for the financial years 2016 - 2024.
The Shareholders’ Meeting has also resolved to bring an action for liability, pursuant to article 2393 of the Italian Civil Code, against the Director Mr. Giuseppe Bivona who has been revoked from his office by operation of law. Therefore, the Shareholders’ Meeting has appointed, pursuant to the applicable laws and the Company’s By-Laws, Mr. Michele Alberto Fabiano Crisostomo, first non-elected candidate taken from the minority shareholders’ list, jointly submitted on 21 April 2016 by the minority shareholders Elliott Associates L.P., Elliott International L.P. e The Liverpool Limited Partnership (the “Elliott Funds”), as Director of the Company. At the time of the submission of the list the candidate had declared to possess the independence requirements set forth by the applicable laws and by the Corporate Governance Code for the Listed Company promoted by Borsa Italiana S.p.A. The Elliott Funds, during the Shareholders’ Meeting, declared that Mr. Crisostomo has accepted the office and that his independence requirements are currently complied with.
It should be stated precisely that, during the Meeting, the President of the Board of Statutory Auditors, Mr. Giacinto Sarubbi, has expressed its conclusions in relation to the complaint filed, pursuant to article 2048 of the Italian Civil Code, by the Elliott Funds. The conclusions concerned has been made available to the public, today, at the Company office and published on the Company’s website at the address http://www.ansaldo-sts.com/en/governance/shareholder-meeting/shareholders-meeting-2017-appointing-external-auditor .
More information may be found in the explanatory reports drafted pursuant to articles 125-ter and 126-bis(4), of the TUF and in the supporting documentation related to the second item on the agenda published on the Company’s website at the address http://www.ansaldo-sts.com/en/governance/shareholder-meeting/shareholders-meeting-2017-appointing-external-auditor.
The summary statement of voting will be published on the Company’s website www.ansaldo-sts.com pursuant to articles 125-quarter of the TUF, within the 5 days from the Shareholders’ Meeting as per applicable laws.