The so-called
"Shareholders Rights Law" (Legislative Decree No 27 of January 27, 2010) (the
“Decree”), absorbs EU Directive No. 2007/36/EC on the exercise of certain rights
of shareholders in listed companies. In particular, the Decree amends Articles 2366/2373 of the
Civil Code and affects deeply the Legislative Decree 58/2008 (TUF), introducing important
developments for listed companies, with particular regard to the activities of the shareholders’
meeting.
Having said that, during a meeting held on October 19, 2010, the board of directors – on the
basis of the provisions of section 19, C.II of the articles of association, pursuant to which the
Board of Directors is competent to pass resolutions concerning the adaptation of the articles of
association to regulatory requirements – approved the so called “amendments required and
unconditional”, i.e. the amendments strictly required in order to comply with the current
applicable provisions of the Decree.
In particular section 8 –
Right to attend, 10 -
Meeting notice, 14 –
Composition of the board of directors, 22 –
Board of statutory auditors have been amended and section 27 –
Transitory provisions has been added.
This opportunity has been seized to amend such dispositions that were no more
aligned with the provision of the applicable law.
Then, in the Extraordinary session, the Shareholders' Meeting held on April, 20, 2011,
approved several amendments to the Articles of Association referring chiefly to completion of the
work to bring them in line with Italian Legislative Decree No. 27 of 27 January 2010, which
endorses EU Directive 2007/36/EC regarding the exercise of certain rights of shareholders in listed
companies and related party transactions. In detail, the amendments grant the Board of Directors
the power to: (i) designate a party for each Shareholders' Meeting to which Shareholders may grant
proxies free of charge, giving specific communication thereof in the notice of calling for the
relevant Meeting; (ii) convene the Shareholders' Meeting to approve the financial statements within
180 days from the end of the financial year; and (iii) convene an ordinary and extraordinary
session of the Shareholders' Meeting by a single notice of calling. In addition, the Board of
Directors was granted the power to take defensive measures against public purchase and exchange
offerings pursuant to Article 104, C1-ter, of Legislative Decree No. 58/1998. Lastly, the Meeting
approved the power to amend the Procedure for Related Party Transactions to include certain
mechanisms for approving transactions by way of exception to the Procedure.
Herewith attached the latest version of the articles of association.
Company By-laws