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ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER OF SECURITIES IN A RELEVANT MEMBER STATE OTHER THAN THE PERMITTED PUBLIC OFFER, MAY ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE COMPANY OR ANY OF THE JOINT GLOBAL COORDINATORS OR ANY OF THE MANAGERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE OR SUPPLEMENT A PROSPECTUS PURSUANT TO ARTICLE 16 OF THE PROSPECTUS DIRECTIVE, IN EACH CASE, IN RELATION TO SUCH OFFER.
THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS DIRECTIVE 2003/71/EC (THIS DIRECTIVE AND AMENDMENTS THERETO, INCLUDING DIRECTIVE 2010/73/EC, TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE, TOGETHER WITH ANY IMPLEMENTING MEASURES IN ANY MEMBER STATE). INVESTORS SHOULD NOT SUBSCRIBE FOR ANY SECURITIES REFERRED TO IN THIS DOCUMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN ANY PROSPECTUS.
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The information contained on this section is for information purposes only and are not intended for or open to access by anyone who is in or who is resident in the USA, Australia, Canada, Japan or in any of the Other Countries. I declare that I am not resident or located in United States, Australia, Canada or Japan or any Other Countries and I am not a “U.S. Person” (according to Regulation S of the Securities Act). I have read and understood the above disclaimer. I understand that it may affect my rights. I agree to be bound by its terms.
QUESTO SITO WEB (E LE INFORMAZIONI IVI CONTENUTE) NON CONTIENE NÉ COSTITUISCE UN'OFFERTA DI VENDITA DI STRUMENTI FINANZIARI O UNA SOLLECITAZIONE DI OFFERTA DI ACQUISTO O SOTTOSCRIZIONE DI STRUMENTI FINANZIARI NEGLI STATI UNITI, IN AUSTRALIA, CANADA O GIAPPONE O IN QUALSIASI ALTRO PAESE NEL QUALE L’OFFERTA O SOLLECITAZIONE DEGLI STRUMENTI FINANZIARI SAREBBERO SOGGETTE ALL’AUTORIZZAZIONE DA PARTE DI AUTORITÀ LOCALI O COMUNQUE VIETATE AI SENSI DI LEGGE (GLI “ALTRI PAESI”). QUALUNQUE OFFERTA PUBBLICA SARÀ REALIZZATA IN ITALIA SULLA BASE DI UN PROSPETTO, APPROVATO DA CONSOB IN CONFORMITÀ ALLA REGOLAMENTAZIONE APPLICABILE. GLI STRUMENTI FINANZIARI IVI INDICATI NON SONO STATI E NON SARANNO REGISTRATI AI SENSI DELLO U.S. SECURITIES ACT DEL 1933, COME SUCCESSIVAMENTE MODIFICATO (IL “SECURITIES ACT”), O AI SENSI DELLE CORRISPONDENTI NORMATIVE VIGENTI NEGLI “ALTRI PAESI” E NON POSSONO ESSERE OFFERTI O VENDUTI NEGLI STATI UNITI O A “U.S. PERSONS” SALVO CHE I TITOLI SIANO REGISTRATI AI SENSI DEL SECURITIES ACT O IN PRESENZA DI UN'ESENZIONE DALLA REGISTRAZIONE APPLICABILE AI SENSI DEL SECURITIES ACT. NON SI INTENDE EFFETTUARE ALCUNA OFFERTA AL PUBBLICO DI TALI STRUMENTI FINANZIARI NEGLI STATI UNITI.
QUALSIASI OFFERTA DI STRUMENTI FINANZIARI IN QUALSIASI STATO MEMBRO DELLO SPAZIO ECONOMICO EUROPEO (“SEE”) CHE ABBIA RECEPITO LA DIRETTIVA PROSPETTI (CIASCUNO, UN “STATO MEMBRO RILEVANTE”) SARÀ EFFETTUATA SULLA BASE DI UN PROSPETTO APPROVATO DALL’AUTORITÀ COMPETENTE E PUBBLICATO IN CONFORMITÀ A QUANTO PREVISTO DALLA DIRETTIVA PROSPETTI (L’“OFFERTA PUBBLICA CONSENTITA”) E/O AI SENSI DI UN’ESENZIONE DAL REQUISITO DI PUBBLICAZIONE DI UN PROSPETTO PER OFFERTE DI STRUMENTI FINANZIARI PREVISTA DALLA DIRETTIVA PROSPETTI.
CONSEGUENTEMENTE, CHIUNQUE EFFETTUI O INTENDA EFFETTUARE UN’OFFERTA DI STRUMENTI FINANZIARI IN UNO STATO MEMBRO RILEVANTE DIVERSA DALL’“OFFERTA PUBBLICA CONSENTITA” PUÒ FARLO ESCLUSIVAMENTE LADDOVE NON SIA PREVISTO ALCUN OBBLIGO PER LA SOCIETÀ O UNO DEI JOINT GLOBAL COORDINATOR O DEI MANAGER DI PUBBLICARE RISPETTIVAMENTE UN PROSPETTO AI SENSI DELL'ARTICOLO 3 DELLA DIRETTIVA PROSPETTO O INTEGRARE UN PROSPETTO AI SENSI DELL'ARTICOLO 16 DELLA DIRETTIVA PROSPETTO, IN RELAZIONE A TALE OFFERTA.
L'ESPRESSIONE “DIRETTIVA PROSPETTI” INDICA LA DIRETTIVA 2003/71/CE (TALE DIRETTIVA E LE RELATIVE MODIFICHE, NONCHÉ LA DIRETTIVA 2010/73/UE, NELLA MISURA IN CUI SIA RECEPITA NELLO STATO MEMBRO RILEVANTE, UNITAMENTE A QUALSIASI MISURA DI ATTUAZIONE NEL RELATIVO STATO MEMBRO). GLI INVESTITORI NON DOVREBBERO SOTTOSCRIVERE ALCUNO STRUMENTO FINANZIARIO SE NON SULLA BASE DELLE INFORMAZIONI CONTENUTE NEL RELATIVO PROSPETTO.
Conferma che il certificante comprende e accetta il disclaimer sopraesposto.
I documenti contenuti nella presente sezione hanno esclusivamente finalità informative e non sono diretti o destinati all'accesso da parte di persone che si trovano o sono residenti negli Stati Uniti, in Australia, Canada o Giappone o uno degli Altri Paesi. Dichiaro di non essere soggetto residente o trovarmi negli Stati Uniti, in Australia, Canada o Giappone o uno degli Altri Paesi e di non essere una “US person” (ai sensi della Regulation S del Securities Act). Ho letto e compreso il disclaimer sopraesposto. Comprendo che può condizionare i miei diritti. Accetto di rispettarne i vincoli.
Below is a summary of our committee structure and attendance information.
Click here for the Regulation of the Control and Risks Committee.
She was born in Norfolk (USA) on 23 November 1954.
She has gained broad experience in accounting and international finance, holding various roles in different industries and geographical areas, including the US, the UK and Italy. A graduate of the University of Virginia, she qualified as a Certified Public Accountant in the United States. She began her career with Arthur Andersen in 1976 in Washington DC, spending 10 years in the audit division, in both the USA and Milan. She then joined the Italian investment bank Euromobiliare as controller. In the early 90’s, she worked in London with Waste Management, first as Head of European Reporting and then in mergers and acquisitions. In 1998, she was appointed CFO for Sotheby’s Italy and served on their boards of directors in Italy and Switzerland. In 2002 she founded International Accounting Solutions, specialising in accounting and outsourcing services.
She has served on various Boards of Directors and as member and chair for a number of audit committees. Her key appointments include: Since 2014, the Board of Directors of Rai Way S.p.A. From 2012 to 2014, she was a member of the Board of Directors of FCA - Fiat Chrysler Automobiles NV and served on their Audit Committee. From 2008 to 2014, she was a member of the Board of Directors of Simmel Difesa S.p.A. From 2012 to 2014, she was a member of the Board of Directors and a member of the Audit Committee for Gentium S.p.A. From 2015 to 2017, she was member of the Board of Directors and Chair of the Audit Committee of Fiera Milano S.p.A.
She has been a member of the Company's Board of Directors since 12 April 2018, where she was elected from the slate presented by the Board of Directors. That slate achieved the majority of votes at the Shareholders’ Meeting.
The Board of Directors has verified that Ms Bigio meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Code’s 3.C.1. and 3.C.2. applicability criteria and is qualified to serve as an independent director of the Company.
She was born in Rome on 18 July 1960.
She graduated magna cum laude in Natural Sciences in 1984 at the University "La Sapienza" of Rome. After a first experience in research, she joined Rank Xerox where, from 1986 al 1989, she held technical and commercial roles. In 1989, she became marketing manager at Apollo Computer until October 1989 when, as result of an acquisition, she joined Hewlett Packard, where she remained until December 2010. In Hewlett Packard she diversified her experience, both in Italy and abroad, holding roles of increasing responsibilities in sales, marketing, services, software, general management. In January 2011 she joined Philips as Lighting Vice President & General Manager for Italy, Greece and Israel. Until 1 March 2019, he served as Executive Vice President & General Manager Lighting Europe. He is currently Chief Marketing Officer & Head of Strategy in Signify. From 2011 till 2015, she was President of Luceplan and President of Iltiluce. From 2013 to 2015, she was also CEO of Iltiluce.
She has been a member of the Board of Directors since 16 April 2015. She was elected to her current position by the Shareholders' Meeting on 12 April 2018 from the slate submitted by the Board of Directors, which obtained the majority of votes.
The Board of Directors has verified that Ms. Mariani meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Code’s 3.C.1. and 3.C.2. applicability criteria and is qualified to serve as an independent director of the Company.
Click here for Regulation of the Compensation and Nomination Committee
He was born in Rome on 1 June 1964.
He graduated with a degree in Mechanical Engineering from the “La Sapienza” University of Rome. He holds a Certificate in Capital Markets from New York University, and a Master in Business Administration from Harvard Business School. An executive with more than 25 years of international management and financial practice in various industrial sectors, ranging across transport, infrastructure and technology on a number of continents including North and South America (USA, Argentina, Chile, Brazil), Greater Europe (Italy, France, UK, Spain, Switzerland, Germany, Russia), the Middle East (Israel, Saudi Arabia, UAE) and Asia Pacific (mainly China and Australia). He possesses a wide range of general management skills, achieved through significant executive and non-executive experience acquired in a variety of positions, including: CFO of Renova Management AG (2015-2016); CFO and then Deputy General Manager of Alitalia Compagnia Aerea Italiana S.p.A. (2009-2014); General Manager of Merloni Finanziaria S.p.A and CFO of Ariston Thermo S.p.A. (2003-2008); Co-Chief Executive Officer of eNutrix S.p.A. (2000-2003), as well as Associate Partner at McKinsey & Company for their offices in Buenos Aires, Rome and Zurich (1994-2000) and Assistant Director at Leonardo S.p.A. in the New York office (1989-1992). Board member and Chairman of AirOne S.p.A. (2009-2014); Independent Board Member and member of the Control & Risks Committee for Indesit S.p.A. (2013-2014); Board member, Chairman of the Audit & Finance Committee, member of the Nominations & Compensation Committee for Octo Telematics Ltd (2015-2017); Board member, Chairman of the Compensation Committee and member of the Nominating & Governance Committee for CIFC Asset Management Corporation (2015-2016). Since May 2019 he is Chief Restructuring Officer of Astaldi S.p.A. and (non-executive) Chairman of Be Power S.p.A..
He has been a member of the Board of Directors since 12 April 2018, when he was elected from a slate presented jointly by a group of shareholders affiliated with asset management companies and institutional investors. This slate achieved the second highest number of votes at the Shareholders’ Meeting.
The Board of Directors has verified that Mr Amato meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Code’s 3.C.1. and 3.C.2. applicability criteria and is qualified to serve as an independent director of the Company.
She was born in Milan on 24 July 1968.
In over 20 years of her career in Italy and abroad, she has gained significant management experience thanks to steadily increasing responsibilities, achieved by securing competitive advantages, market share, profits, sales growth and cost optimisation for the businesses in which she has worked. She is skilled in managing mixed teams and complex business models, adapting them rigorously to local regulatory environments. Whilst studying Telecommunications Engineering at the University of Pavia with an Italtel scholarship, where she began work in 1991, she developed long-distance transmission networks, moving between the AT&T Bell Laboratories in New Jersey and Milan. In 1994, she moved to EMC Italy. After an initial experience at the production facilities in Cork (Ireland), she initially managed and developed the Public Administration sales area, and then the Telecom area. In 1998, she was hired by Digital/Compaq/HP based in Munich (Germany), where she took on various responsibilities at EMEA (Europe, Middle East & Africa) level, including that of EMEA Global Services Executive Director. In an entrepreneurial capacity, she started up and developed MetiLinx, a software company operating in Europe, opening branches in London, Milan and Munich in 2002. In 2004, Pirelli Broadband Solutions appointed her as Senior Vice President for global sales. She then joined Nokia Siemens Networks in 2007 as Global Head of Strategic Marketing. From 2010 to 2013, she was Vice Chair and Chief Executive Officer of Nokia Siemens Networks Italia S.p.A. and of Nokia Siemens Networks S.p.A., as well as Head of European Strategy and Business Development. She has served as Vice Chair of the Executive Committee of the Global Mobile Supplier Association (GSA), as a member of the Governing Council of Valore D. She has also chaired the Research and Innovation Group of the Foreign Investors' Committee in Confindustria (the General Confederation of Italian Industry). She has earned an Executive Master’s degree in Strategic Marketing and Sales Techniques from Babson College, MA, USA, financed by EMC, and an Executive Master’s degree in Marketing Management from SDA Bocconi, financed by Compaq. In addition to a high school diploma in classical studies from Liceo Parini in Milan, she has a High School Graduation diploma from Mount Pleasant High School in Wilmington, DE, USA.
From June 2012 until June 2014, she was a member of the Management Committee of A2A S.p.A. and was also on their Board of Directors until May 2017 and, from July 2013 to April 2015, she held the office of independent Director at Sace S.p.A. and chaired the Remuneration Committee. From 2015 to 16 April 2018 she was a member of the Board of Directors of Italiaonline S.p.A. and of Fondazione Eni Enrico Mattei.
She is currently a Director at Saipem S.p.A., where she is also a member of the Governance Scenarios and Sustainability Committee, and a Director at Banca Monte dei Paschi di Siena S.p.A. She is also an Independent Director at Telecom Italia S.p.A. where she is a member of the Related Parties Committee. She is a member of Fortune Most Powerful Women and WCD and of the Climate Change Chapter of the World Economic Forum.
She has been a member of Prysmian Board of Directors since April 2012. She was elected to her current position by the Shareholders' Meeting on 12 April 2018 from the slate submitted by the Board of Directors, which obtained the majority of votes.
The Board of Directors has verified that Ms. Cappello meets both the eligibility requirements as per TUF article 148, paragraph 3 and the Code’s 3.C.1. and 3.C.2. applicability criteria and is qualified to serve as an independent director of the Company.
He was born in Milan on 16 September 1962.
After graduating from the Luigi Bocconi University in Milan with a degree in Corporate Finance in 1986, he began his career at Ernst & Whinney in the UK. He then joined the Pirelli Group in 1988. After five years in the Treasury department of the Pirelli Group, in 1993 he embarked on a long period of international experience in the Administration, Finance and Control areas of the Pirelli Group’s tyre subsidiaries in Brazil, Spain and Germany. In particular, between 1996 and 2000, he held the position of Chief Financial Officer of Pirelli Neumaticos S.A. in Spain and then of Chief Financial Officer of Pirelli Deutschland A.G. in Germany. In 2000, he became Director of Administration, Planning and Control at Pirelli S.p.A. In 2001, he was appointed General Manager of Administration and Control at Pirelli S.p.A., a role he has maintained in the holding company Pirelli & C. S.p.A. after the merger with Pirelli S.p.A. that took place in August 2003. From November 2006 until September 2009, he was Chief Operating Officer of Pirelli & C. S.p.A. and was also a member of the Board of Directors of Pirelli Tyre S.p.A. and Chairman of Pirelli Broadband Solutions S.p.A. In addition, from December 2008 to May 2010, he was Chief Financial Officer at Pirelli Real Estate and from June 2009 to May 2010 Executive Chairman of Pirelli Real Estate Credit Servicing S.p.A. He has sat on the Boards of Directors of RCS MediaGroup S.p.A. Assicurazioni Generali S.p.A. He has also been a member of the Management Board of Banca Popolare di Milano S.c.a.r.l. and a Senior Advisor to McKinsey. He is currently CEO of Artsana Groupe and since July 2018, Chairman of Medical Technology and Devices SA. Between 2002 and June 2008, he was a member of the International Financial Reporting Interpretations Committee (IFRIC), set up by the International Accounting Standards Board (IASB). He has also been a member of the European Financial Reporting Advisory Group (EFRAG).
He has been a member of the Prysmian Board of Directors since July 2010, Chairman since September 2018. He was elected to his current position by the Shareholders' Meeting on 12 April 2018 from the slate submitted by the Board of Directors, which obtained the majority of votes.
The Board of Directors has verified that Mr. De Conto meets the requirements set out in Article 148, paragraph 3, TUF and in Articles 3.C.1 and 3.C.2 of the Code, qualifying him as an Independent Director of the Company.
Click here for the Sustainability Committee regulation