Regulatory Filings • May 22, 2019
Regulatory Filings
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A Public Limited Company named "CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE" has been established. This name can be abbreviated to CIR S.p.A.
The Company has its registered office in Milan.
The Board of Directors has the right to establish, amend or close branch offices, agencies, representative offices and local offices of any kind both in Italy and abroad. 3. The domicile of the shareholders, for all their relations with the Company, shall be understood as being elected at the address given in the Shareholders' Book.
The Company, founded in 1905, will exist until December 31 2050.
It can be dissolved before this date and can be renewed if a vote is passed by an Extraordinary Meeting of Shareholders.
The share capital amounts to EUR 397,146,183.50 divided into 794,292,367 shares each with a nominal value of EUR 0.50.
The share capital can be increased by a further EUR 2,470.50 (two thousand four hundred and seventy point five zero) in order to allow shareholders holding Sasib privileged shares who have not yet exercised their option to exchange their shares in the incorporated company Sasib S.p.A..
The Board of Directors Meeting held on September 5 2003, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on May 12 2000, approved a share capital increase of a maximum total of EUR 1,152,500 through the issuance of a maximum of 2,305,000 shares - of which EUR 56,250 still remained at December 31 2009 for the issuance of a maximum of 112,500 shares – at the price of EUR 1.13 per share, reserved for subscription by employees of the Company and its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option 5.9.2003", all on the basis of the conditions set out in the resolution approved on September 5 2003.
The Board of Directors Meeting held on March 12 2004, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on May 12 2000, approved a share capital increase of a maximum total of EUR 1,272,500 through the issuance of a maximum of 2,545,000 shares - of which a maximum of EUR 192,050 remained at January 30 2012 for the issuance of a maximum of 384,100 shares - at the price of EUR 1.60 per share, reserved for subscription by employees of the Company and of its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option 12.3.2004", all on the basis of the conditions set out in the resolution approved on March 12 2004.
The Board of Directors Meeting held on September 6 2004, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on May 12 2000, approved a share capital increase of a maximum total of EUR 1,297,500 through the issuance of a maximum of 2,595,000 shares – of which a maximum of EUR 740,100 remained at January 30 2012 for the issuance of a maximum of 1,480,200 shares - at the price of EUR 1.56 (one euro fifty-five cents) per share, reserved for subscription by employees of the Company and of its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option 6.9.2004", all on the basis of the conditions set out in the resolution approved on September 6 2004.
The Board of Directors Meeting held on March 11 2005, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on May 12 2000, approved a share capital increase of a maximum total of EUR 2,215,000 through the issuance of a maximum of 4,430,000 shares - of which a maximum of EUR 1,707,100 remained at January 30 2012 for the issuance of a maximum of 3,414,200 shares - at the price of EUR 2.34 per share, reserved for subscription by employees of the Company, of its subsidiary "CIR International S.A." and of its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the documents "Regolamento del Piano di Stock Option 11.3.2005" and "Regolamento del Piano di Stock Option Dipendenti 2005", all on the basis of the conditions set out in the resolution approved on March 11 2005.
The Board of Directors Meeting held on September 6 2005, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on April 27 2005, approved a share capital increase of a maximum total of EUR 1,395,000 through the issuance of a maximum of 2,790,000 shares - of which 1,212,500 still remained at January 30 2012 for the issuance of a maximum of 2,425,000 shares - at the price of EUR 2,49 per share, reserved for subscription by employees of the Company, of its subsidiary "Dry Products S.p.A." and of its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option 6.9.2005", all on the basis of the conditions set out in the resolution approved on September 6 2005.
The Board of Directors Meeting held on April 27 2006, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on April 27 2005, approved a share capital increase of a maximum total of EUR 2,765,000 through the issuance of a maximum of 5,530,000 shares - of which a maximum of EUR 2,475,000 remained at January 30 2012 for the issuance of a maximum of 4,950,000 shares - reserved for subscription by employees of the Company, of its subsidiary "Dry
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Products S.p.A." and of its parent company "COFIDE S.p.A.", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option 2006", all on the basis of the conditions set out in the resolution approved on April 27 2006.
The Board of Directors Meeting held on April 30 2009, on the strength of the authorization given to it by the Extraordinary Meeting of Shareholders held on April 27 2005, approved a share capital increase of a maximum total of EUR 11,777,500 (eleven million seven hundred and seventy-seven thousand five hundred) - of which a maximum of EUR 9,038,850 remained at September 30 2013 for the issuance of a maximum of 11,077,700 shares - reserved for subscription by employees of "CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE", of its subsidiaries "CIR INTERNATIONAL S.A." and "Dry Products S.p.A." and of its parent company "COFIDE S.p.A. – COMPAGNIA FINANZIARIA DE BENEDETTI", in accordance with Article 2441, last paragraph, of the Civil Code in execution of the document "Regolamento del Piano di Stock Option Straordinario 2009" and of "Regolamento del Piano di Stock Option 2009", all on the basis of the conditions set out in the resolution approved on April 30 2009.
The Board of Directors Meeting held on April 30 2010, on the strength of the authorization given to it by the Extraordinary Meeting of the Shareholders held on April 30 2009, approved a share capital increase of a maximum of EUR 4,075,000 (four million seventy-five thousand) through the issuance of a maximum of 8,150,000 shares) - of which a maximum of EUR 3,468,400 remained at January 30 2012 for the issuance of a maximum of 6,936,800 shares - reserved for subscription by executives of "CIR S.p.A. – COMPAGNIE INDUSTRIALI RIUNITE", its subsidiaries "CIR International S.A." and "DRY PRODUCTS S.p.A." and its parent company "COFIDE S.p.A. – COMPAGNIA FINANZIARIA DE BENEDETTI", in accordance with the terms of Art. 2441, last paragraph, of the Civil Code for the purpose of executing the document "Regolamento del Piano di Stock Option 2010", all on the basis of the conditions set out in the Resolution of April 30 2010.
The Board of Directors has the right for a period of five years as from the date of registration in the Register of Companies of the resolution of the Extraordinary Meeting of the Shareholders held on April 29 2019, to increase the share capital either once or more than once by a maximum of Euro 500,000,000, (five hundred million) of nominal value, either free of charge or against payment, with or without a share premium, even with the exclusion or limitation of the option right as per the terms of Art. 2441 paragraphs IV and V of the Civil Code, with the right of the Directors to establish, from time to time, the category of the shares, the issuance price of the same shares (including any share premium), the dividend rights, any allocation of the share capital increase to servicing the conversion of bonds issued even by third parties whether in Italy or abroad, or for servicing warrants, and to determine the reserves and available provisions to be allocated to share capital and the amount of the same. More in general to define the procedures, terms and conditions for the share capital increase.
For a period of five years starting from the date of registration in the Register of Companies of the resolution of the Extraordinary Meeting of the Shareholders held on June 30 2014, the Board of Directors also has the right to increase the share capital either once or more than once to a maximum of EUR 20,000,000 of nominal value through the issuance of shares to be reserved for subscription by Directors and employees of the Company and of its subsidiaries and parent companies in accordance with Article 2441, V and last paragraph, of the Civil Code. The same Board shall have the right to fix the price of issuance, which may not be lower than the nominal value of the shares, the requirements for subscription and the limits of the availability of the same shares, as well as the general terms and procedures for the said subscription.
The Board of Directors has the right for a period of five years from the date of registration in the Register of Companies of the resolution of the Extraordinary Meeting of the Shareholders held on June 30 2014, to issue, once or more than once, even without the option right and in this case in favour of institutional investors, convertible bonds or bonds with warrants attached, which may also be in a foreign currency, if permitted by law, with a corresponding increase in share capital - within the limit of ten per cent of the existing share capital if the option right is not included - for a maximum amount of euro 500,000,000. And more in general the Board also has the right to define the procedures, terms and conditions of the bond issuance and the rules governing such issuance.
The shares are indivisible.
In the event of joint ownership of one or more shares, the rights of the joint owners towards the Company, in accordance with Article 2347 of the Civil Code, shall be exercised by a joint representative.
The right of withdrawal can be exercised by those entitled to do so in the cases and with the procedures provided for by law.
However those who do not take part in the approval of resolutions regarding the renewal of the term of duration of the Company and/or the introduction or the removal of restrictions on the circulation of shares shall not be entitled to withdraw from the Company.
Anyone intending to exercise his or her right of withdrawal shall give notification of the same by registered letter with advice of receipt addressed to the Company and giving, among other things, details of the deposit of the certificate attesting membership of the centralized system of managing shares in dematerialized form for the shares on which the same shareholder is exercising his or her right of withdrawal through an authorized intermediary with a restriction being placed on availability for the purposes of the withdrawal.
The right of withdrawal will take effect with the Company on the fifteenth day following the date on which the registered letter with advice of receipt sent by the party requesting withdrawal as per the third sentence of this article was actually received, in accordance with the provisions of Article 2437 bis, third paragraph, of the Civil Code.
The purpose of the Company is the following: the management both directly and indirectly of industrial, commercial, real estate, agricultural and financial activities.
It can carry out any transaction either directly or indirectly aimed at achieving the corporate goal and this includes the right to acquire shareholdings or interests, in whatever form these may be, in companies or enterprises established or to be established, in Italy or abroad, including those in the banking or fiduciary sector.
The Company can also issue guarantees and make collateral deposits to third parties even in the interests of others.
Savings may be collected within the limits of and following the procedures permitted by Article 11 of the Banking and Credit Consolidation Act (Testo Unico) and by related secondary regulations, or within the limits of and following the procedures provided for by legislation in force at the time.
Banking activity, the professional exercise of investment services with the public and, in general, the exercise of those activities which the law limits to certain specific entities are prohibited as is the exercise of any activities that are prohibited by current legislation.
The Company is administered by a Board of Directors comprising from five to twentyone members, who need not necessarily be shareholders, whose mandate lasts for the period determined by the Shareholders Meeting, but which in any case shall not be longer than three financial years, and who can be re-elected.
The Shareholders' Meeting shall decide on the number of Board Members and this number shall remain the same until a resolution changing the number is adopted.
Minority Shareholders have the right to elect one member of the Board of Directors.
The Board of Directors is elected by the Shareholders' Meeting on the basis of lists presented by the Shareholders which list the candidates in numerical order. The lists, signed by the Shareholders who have presented them, must be filed within the time limit and following the procedures laid down in the legislation on the subject.
Only Shareholders who alone or together with other Shareholders represent at least a fortieth part of the share capital or any different percentage that may be decided upon in accordance with the law or regulations, can present lists of candidates. They must be able to prove that they own the number of shares required within the time limit and following the procedures laid down in the legislation applicable.
Lists which include a number of candidates equal to or higher than three must include candidates belonging to both genders, in at least the proportion specified in current legislation on the subject of gender balancing.
Any lists presented that do not comply with these instructions shall be considered as not having been presented.
No Shareholder can present or contribute to the presentation of more than one list, even indirectly through a third party or a fiduciary company. Shareholders subject to the same control in accordance with Art. 93 of the Consolidation Act on the subject of Financial Intermediaries or those taking part in the same Shareholder pact for voting purposes may present or contribute to the presentation of just one list.
Each Shareholder can vote for just one list.
Each candidate can stand only in one list otherwise he or she cannot be elected.
Together with the presentation of the list, and within the same time limit as the latter, declarations shall be presented in which the candidates accept their candidature and certify under their own responsibility that there are no reasons why they should not be elected neither is there any incompatibility prescribed by law and by current regulations. They also declare that they possess the requisites stipulated in the law and in current regulations for Members of Boards of Directors. A curriculum vitae must also be submitted with the personal and professional details of the candidate and details of any other positions of director or auditor held in other companies and whether he or her has the necessary requisites to be an independent Director in accordance with the terms of the law and regulations.
Any incompleteness or irregularity regarding individual candidates will lead to the elimination of their names from the list that will be put to the vote.
In order to be able to appoint the candidates indicated, the lists presented and put to the vote must obtain a percentage of the votes that is at least half of the percentage required by the terms of this article for presenting the same lists. If this is not the case, any such list will not be taken into consideration.
For electing the members of the Board of Directors the following procedure will be adhered to:
a) From the list which obtains most votes at the Shareholders' Meeting all of the board members shall be drawn except for one and this shall be on the basis of the order in which the names appear on the list;
b) The other director will be the first name on the list which obtains the second most votes and which is not linked in any way, not even indirectly, to the Shareholders who presented and voted for the first list which received the most votes.
When application of the procedure described in a) and b) above does not give the gender balance required by current legislation, the last director elected from the list that obtained the most votes belonging to the most represented gender shall lapse and shall be replaced by the first candidate not elected from the same list belonging to the least represented gender, in compliance with the requirements of the law. Otherwise, the Shareholders' Meeting shall make up the number of the administrative body with the majorities required by law, ensuring compliance with the terms of the law.
All the Directors elected must possess the requisites of integrity and professionalism required by current regulations. If they do not have these their appointment shall lapse.
In the event that only one list is presented or admitted to the voting, all the Directors shall be drawn from that list.
In the event that no lists are presented or that fewer Directors are elected than the number determined by the Shareholders Meeting, then the same Shareholders must be reconvened in order to appoint the full Board of Directors.
When one or more Directors needs to be replaced due to a resignation or some other reason, the procedure as per Art. 2386 of the Civil Code will be followed, ensuring that all the requisites applicable are complied with.
The Board of Directors shall appoint from its members a Chairman and possibly one or more Deputy Chairmen.
It shall also appoint a Secretary who need not necessarily be a member of the Board.
The Board of Directors is invested with broad powers for the administration of the Company. It can carry out any action considered appropriate for achieving the objective of the Company, whether such action pertains to ordinary or extraordinary administration, with no exclusions or exceptions, apart from that which the law and these Bylaws have established as mandatory for the Shareholders' Meeting.
The Board of Directors can therefore adopt resolutions approving a reduction of the share capital of the Company in the event of the withdrawal of Shareholders, amending the bylaws to bring them into line with new regulations, moving the Company headquarters anywhere in the country and also approving the merger by incorporation of either a fully owned subsidiary or a subsidiary in which it holds a stake of at least 90%, all in compliance with the provisions of Articles 2505 and 2505-bis of the Civil Code.
The Board of Directors can, within the limits of the law, delegate its powers, establishing the content and the limits of any such mandate, to an Executive Committee comprising some of its members, or to one or more of its members, possibly giving them the title of Amministratori Delegati (Chief Executive Officers/Managing Directors) and giving them the right to sign on behalf of the Company either individually or jointly. In order for the resolutions adopted by the Executive Committee to be valid, an absolute majority of its members must be present and must cast their vote in favour.
The Board may also appoint General Managers, subject to first checking that they possess the requisites of integrity stipulated by law, who may also be members of the Board. A lack of the requisites of integrity will mean that they will lose their position.
The Board can also appoint Officers with individual or joint signatures, establishing their powers and functions. It may also award mandates in general for certain actions or categories of actions.
The appointment of the Directors, Deputy Directors and Officers with the determination of their respective emoluments and functions can also be passed on by the Board to the Chairman or anyone acting for the Chairman, to the Managing Directors and to the General Managers.
The Board can set up from within its number committees with the function of consulting and making proposals, determining the scope of their activity and their powers.
The Board of Directors, at the proposal of the Chief Executive Officer and in agreement with the Chairman, subject to the favourable opinion of the Board of Statutory Auditors, shall appoint the officer responsible for the preparation of the company financial statements, who must have adequate experience on the subject of accounting and finance.
The Board of Directors also monitors that the officer appointed to prepare the financial statements of the Company has sufficient powers and means to carry out the duties assigned to him and that the administrative and accounting procedures are actually being complied with.
The Chairman of the Board of Directors is the legal representative of the Company. Legal representation is also entrusted to the Deputy Chairmen, to the Managing Directors/Chief Executive Officers and to the General Managers and to anyone else designated by the Board of Directors, severally within the limits of the powers assigned to them individually, or otherwise jointly with another individual also having joint powers.
The Board shall meet when convened by the Chairman or whoever is taking his place, as a rule every three months and any time that the interests of the Company make it necessary, including at the request of two Directors.
The Board of Directors shall also meet when a meeting is called as per Art. 20 of these bylaws.
The Meeting is called by registered letter, telegram, fax or e-mail which must be received at least five days before the date fixed for the meeting or, in cases of urgency, at least the day before.
The meetings of the Board and its resolutions are valid, even when the meeting has not been formally convened, when the majority of the Directors in office and the Statutory Auditors are present even by telephone- or video-conference call, all those who have a right to attend have been notified in advance of the meeting and the participants are sufficiently informed on the topics to be dealt with.
The Meetings of the Board of Directors are chaired by the Chairman or, should the Chairman be absent, by one of the Deputy Chairmen or should there be no Deputy Chairmen by a Director designated by the Board.
In order for the Board resolutions to be valid and binding the majority of the Directors in office must be present.
Resolutions are taken with an absolute majority of the votes of those present and in accordance with the Rules for Related party Transactions. If the votes for and against are equal then the Chairman or whoever is taking his place casts his vote which is decisive.
Board resolutions are set out in writing in the minutes which are signed by the person chairing the meeting and by the Secretary.
Meetings of the Board of Directors can be held by video - or telephone-conference call on the condition that all the participants can be identified, that they are able to follow the discussion and intervene in real time on the items being treated and that they are in a position to receive, transmit and view documents. Once these conditions have been verified, the Board is considered as being held in the place where the Chairman is actually located.
When the minutes are not drawn up by a Notary, they are prepared by the Secretary and signed by the Chairman and the Secretary without delay.
The Directors must report back to the Board of Directors and to the Board of Statutory Auditors on activities carried out and on anything else required by law at regular intervals at least once every three months when Board Meetings are held or whenever particular timing needs make it desirable. This report shall be made directly, in writing, or verbally and/or by telephone.
The remuneration of the Directors holding particular functions in accordance with the provisions of the Bylaws will be determined by the Board of Directors after first obtaining the favourable opinion of the Board of Statutory Auditors.
A Meeting of the Shareholders is called by publishing a notice of meeting on the Company's internet website and in the daily newspaper "la Repubblica" according to the terms and procedures prescribed by current regulations. The Shareholders' Meeting can be convened in a place other than the Company offices provided that it is situated in Italy.
The Ordinary Meeting of Shareholders (Annual General Meeting) must be convened at least once a year within one hundred and twenty days of the close of the financial year of the Company.
Where the conditions provided for by law exist, this time limit can be extended to one hundred and eighty days from the close of the financial year of the Company.
An Extraordinary Meeting of Shareholders is convened in the circumstances laid down by law and whenever the Board deems it to be appropriate.
The Ordinary Shareholders' Meeting may pass resolutions required by the Rules for Related Party Transaction adopted by the Company.
The right to attend the Shareholders' Meeting and to appoint a proxy to attend are regulated by applicable legislation on the subject.
Proxies must be notified to the Company by Certified Electronic Mail before the start of the Meeting to the address indicated on the notice of meeting.
Attendance of the Meeting and the use of electronic voting are allowed when the notice of meeting specifies that this is the case, giving an indication of the procedures and of the requisites required by regulations on the subject.
It is up to the Chairman of the Shareholders' Meeting to check that all the proxies are in order and that all those who have intervened have the right to take part in the Meeting.
Each share gives the right to one vote.
Both the Ordinary and the Extraordinary Meetings of the Shareholders, even when convened in a single calling if the Board deems it appropriate, are considered to be duly constituted and may adopt resolutions according to the provisions of the law provided that the Rules for Related Party Transactions are being complied with.
Shareholders' Meetings will be chaired by the Chairman of the Board of Directors or, in his absence, by someone designated by the Meeting.
The Chairman will be assisted by a Secretary who is the Secretary to the Board or, in his or her absence, by a person designated by the Meeting.
The assistance of the Secretary is not necessary when the minutes of the Meeting are drawn up by a Notary Public.
The procedure for voting on the individual items is established by the Chairman.
The Board of Statutory Auditors consists of three Statutory Auditors and three Alternate Auditors whose term of office lasts for three financial years and who can be reappointed. Minority Shareholders can elect one Statutory Auditor and one Alternate Auditor.
The Board of Statutory Auditors is appointed by the Shareholders' Meeting on the basis of lists of candidates presented by the Shareholders consisting of two sections: one for the candidates for the position of Statutory Auditor and the other for the candidates for the position of Alternate Auditor and the candidates in each section are listed in numerical order. Lists which include a number of candidates equal to or higher than three must include in each section candidates belonging to both genders.
The lists of candidates, signed by the Shareholders who are presenting them, must be filed within the terms and following the laid down in the legislation applicable.
Only Shareholders who, either alone or with others, represent at least 2% of the share capital have the right to present lists and they are required to provide proof of ownership of the required number of shares within the terms and following the procedures laid down by law.
Lists presented which do not comply with the above rules will be considered as not having been presented.
No Shareholder can present or contribute to the presentation of more than one list of candidates even through an intermediary or through a fiduciary company. Shareholders who are subject to joint control as per the terms of Art. 93 of the Consolidation Act on the subject of financial intermediation or those who take part in the same shareholder agreement for voting purposes can present or jointly present just one list. Each Shareholder can vote for just one list.
Candidates can be present on only one list otherwise they will be excluded from election.
Candidates who already who hold the position of Statutory Auditor in five other companies or organizations whose shares are listed on a regulated market included in the list as per Articles 63 and 67 of D.Lgs. no. 58/98, cannot to be included in the list of candidates and neither can individuals who do not possess the necessary requisites of integrity, professionalism and independence laid down in the legislation on the subject or those who not respect the maximum limit for the number of positions they can hold in accordance with the law or with regulations.
Within the above-mentioned time limit and together with each list, a declaration signed by each candidate must be submitted. This declaration should attest that the candidate, under his or her own responsibility, accepts his or her nomination and should certify that there are no reasons why he or she should be ineligible for the position or be otherwise incompatible and that the candidate possesses the necessary requisites laid down by law and by current regulations for members of Board of Statutory Auditors.
The lists must also be accompanied by a curriculum vitae with the personal and professional details of the candidate and details of any other positions of director or auditor held in other companies.
Any incompleteness or irregularity regarding individual candidates will lead to the elimination of their names from the list that will be put to the vote.
The election of the members of the Board of Statutory Auditors will take place as follows:
Two members and two alternate members will be drawn from the list which obtains most votes at the Shareholders' Meeting on the basis of the numerical order in which the names appear on the list;
The other member and the other alternate member will be drawn from the list which obtains the second most votes at the Shareholders' Meeting ("minority list") and who must not be connected even indirectly with the Shareholders who presented or voted for the list which obtained the most votes, again on the basis of the numerical order in which the names appear on the list;
If only one list is presented, all the Statutory Auditors and Alternate Auditors will be drawn from that list.
When application of the procedure described in 1), 2) and 3) above does not give the gender balance required by current legislation, the last person elected from the section of the list that obtained the most votes belonging to the most represented gender shall lapse and shall be replaced by the first candidate not elected from the same list and the same section belonging to the least represented gender. Otherwise, the Shareholders' Meeting shall make up the number of the Board of Statutory Auditors with the majorities required by law, ensuring that the requirement is complied with.
13.The candidate on the minority list who obtained most votes has the right to the position of Chairman of the Board of Statutory Auditors. If only one list is presented, the candidate for the position of Statutory Auditor who is number one on that list has the right to the position of Chairman of the Board of Statutory Auditors.
Should an Auditor prove not to be possession of the qualifications required by law and by these Bylaws then his or her appointment will no longer be valid and will therefore lapse.
Should a Statutory Auditor need to be replaced, the individual taking his or her place will be selected from the same list of candidates as his or her predecessor, ensuring that the terms of the law and of the Bylaws are complied with, taking specifically into account the obligation to have gender balance.
a) That participants are able to view, receive or transmit all the necessary documentation; b) That they can take part in real time in the discussion respecting the methodology of
their function (the collegio method).
The meetings are held in the place where the Chairman is or, in his absence, where the oldest Statutory Auditor in terms of age is located.
The Board of Statutory Auditors can, provided that the Chairman is notified, call a Shareholders' Meeting, a Board of Directors Meeting or an Executive Committee Meeting. The power to call a Board of Directors Meeting or an Executive Committee Meeting can be exercised individually by any member of the Board of Statutory Auditors; the right to call a Shareholders' Meeting must be exercised by at least two members of the Board of Statutory Auditors.
The legal audit of the accounts is exercised in accordance with the law.
The financial year of the Company closes at December 31 of each year.
From the amount of net income resulting from the financial statements 5% must be subtracted and allocated to the Legal Reserve until this reaches an amount equal to one fifth of the share capital of the Company. From the remaining income 2.5% will be deducted and will be made available to the Board of Directors.
The remainder will be used for distribution in the form of a dividend as approved by the Shareholders' Meeting or will be used for any other purposes that the same Shareholders shall deem appropriate or necessary.
Any dividends unclaimed after a period of five years from the date on which they became payable will be allocated to the Statutory Reserve. The Board of Directors has the right to approve payments on account of dividends according to the terms of and within the limits laid down by law.
In the event of liquidation of the Company the terms of the law will be applicable.
For any issues not covered by these Bylaws, explicit reference will be made to current legislation.
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