M&A Activity • Dec 18, 2023
M&A Activity
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Signed electronically by BIAGIO CALIENDO C: IT O: NOTARIAL DISTRICT OF FORLI': 80005580404
Register no. 7067 File no. 4884
DEED OF MERGER BY ABSORPTION
REPUBLIC OF ITALY
On this twenty-first day of November in the year two thousand and twenty-three.
21st November 2023
At the registered office of "AEFFE S.P.A.", via delle Querce 51, San Giovanni in Marignano.
Before me, BIAGIO CALIENDO, Notary in Rimini, registered with the Combined Notarial Districts of Forlì and Rimini,
* as chairman of the board of directors and legal representative of "AEFFE S.P.A.", a listed company formed in Italy with liability limited by shares, with registered office at via delle Querce 51, San Giovanni in Marignano, and authorized share capital of Euro 31,070,626.00 (thirty-onemillion seventythousand sixhundred andtwenty-six/00), of which Euro 26,840,626.00 (twenty-sixmillion eighthundred andfortythousand sixhundredandtwenty-six/00) subscribed for, issued and paid in, represented by 107,362,504 (onehundredandsevenmillion threehundredand sixty-twothousand fivehundredandfour) shares with a nominal value of Euro 0.25 (zero point two five/00) each, tax code, VAT number and Romagna, Forlì-Cesena and Rimini Chamber of Commerce Companies Register no. 01928480407, Business Register (R.E.A.) no. RN-227228, domiciled for the purposes of his position at the registered office, hereinafter also referred to for brevity as the "Absorbing Company", authorized to execute this deed pursuant to the powers recognized to him by law, by the current articles of association, as well as by and in execution of the resolution adopted at the shareholder's meeting held on 8th June 2023, as minuted on that date by me, Notary, register no. 6745, folder no. 4656, registered in Rimini on 12th June 2023, at no. 5785/1T, resolution filed with the Romagna, Forlì-Cesena and Rimini Chamber of Commerce Companies Register on 13th June 2023, ref. no. 43107/2023 and recorded on 15th June 2023;
* as chairman of the Board of Directors and legal representative of "AEFFE RETAIL S.P.A.", a company formed in Italy with liability limited by shares held by one member, with registered office at via delle Querce 51, San Giovanni in Marignano, and share capital of Euro 8,585,150.00 (eightmillion fivehundredand eighty-fivethousand onehundredandfifty/00), represented by 8,585,150 (eightmillion fivehundredandeighty-fivethousand onehundredandfifty) shares with a nominal value of Euro 1.00 (one/00) each, tax code and Romagna, Forlì-Cesena and Rimini Chamber of Commerce Companies Register no. 03013610153, VAT number 03177830407, Business Register (R.E.A.) no. RN-281191, subject to management and coordination by "AEFFE S.P.A.", domiciled for the purposes of his position at the registered office, hereinafter also referred to for brevity as the "Company to be absorbed" or the "Absorbed Company", authorized to execute this deed pursuant to the powers recognized to him by law, by the current articles of association and by the shareholder's resolution
Registered with the Rimini Tax Office
on 22nd November 2023
no. 11563/ 1T
adopted on 8th June 2023, as minuted by me, Notary, on that date, register no. 6747, folder no. 4658, registered in Rimini on 12th June 2023, at no. 5787/1T, resolution filed with the Romagna, Forlì-Cesena and Rimini Chamber of Commerce Companies Register on 13th June 2023, ref. no. 43109/2023 and recorded on 15th June 2023; from this moment onwards and throughout the entire deed, the statements made by and received from "AEFFE S.P.A." and from "AEFFE RETAIL S.P.A." are understood to be made and received via the above legal representative.
The person before me, the identity of whom I, Notary, am certain, requests me to receive this deed in which,
given the reason for his appearance with the above-mentioned powers, he expressly states:
that as evidenced in the above-mentioned minutes taken by me Notary on 8th June 2023, both "AEFFE S.P.A." and "AEFFE RETAIL S.P.A.", company with liability limited by shares held by one member, have resolved to merge by approving the proposed absorption of the latter by the former on the basis of the merger project, containing the elements required by law and approved by the respective administrative bodies of the companies participating in the merger on 29th March 2023, duly registered with the Romagna, Forlì-Cesena and Rimini Chamber of Commerce - for the Absorbing Company - on 30th March 2023 after its filing on 29th March 2023, ref. no. 20293/2023, and - for the Company to be absorbed - on 30th March 2023, after its filing on 29th March 2023, ref. no. 20300/2023, as well as on the basis of the balance sheets of "AEFFE S.P.A." and "AEFFE RETAIL S.P.A." prepared, pursuant to art. 2501-(4) of the Italian Civil Code at 31st December 2022 and attached to the above-mentioned merger project; in this regard it is clarified that, as an exception to the contents of the abovementioned merger project, the respective shareholders' meetings of the companies participating in the merger established in the above-mentioned resolutions adopted on 8th June 2023 that, pursuant and consequent to the merger, "AEFFE S.P.A.", the Absorbing Company, would operate with the text of the Articles of Association containing the rules for the functioning of the company approved at its shareholders' meeting held on that date, as amended with respect to the text previously annexed to the above-mentioned merger project;
that the above-mentioned resolution, adopted at the shareholders' meeting of the Absorbing Company held on 8th June 2023 to approve the merger project and the above-mentioned exception, was recorded on the Romagna, Forlì-Cesena and Rimini Companies Register on 15th June 2023, together with the above-mentioned resolution adopted at the shareholder's meeting of the Company to be absorbed;
that, since this is a merger by absorption in which the share capital of the Company to be absorbed is wholly owned by the Absorbing Company, pursuant to art. 2505 of the Italian Civil Code the experts' report envisaged in art. 2501-(6) of the Italian Civil Code has not been prepared;
that, given the exemption pursuant to art. 2505 of the Italian Civil Code, the Board of Directors of the Absorbing Company has considered it appropriate, instead, to prepare voluntarily the Report envisaged in art. 2501-(5) of the Italian Civil Code (prepared in compliance with art. 70, para. 2, of the enabling regulation for Decree 58 dated 24th February 1998 adopted by Consob decision no. 11971 dated 14th May 1999, as amended, and with Annex 3A to that Regulation); a copy of the above Report is annexed as letter "H" to the above-
mentioned minutes taken by me, Notary, on 8th June 2023, register no. 6745, folder no. 4656;
pursuant to article 70, paragraph 7.a), of Consob Regulation 11971/99, the Absorbing Company made the documents envisaged in article 2501-(7), numbers 1) and 3), of the Italian Civil Code available to the public on 29th March 2023;
that the above merger is deemed to be an operation between related parties pursuant to Consob Regulation 17221/2010, since the Company to be absorbed is directly controlled by the Absorbing Company; however, the operation is not subject to the procedures for managing related-party transactions, given that it is carried out with and between controlled companies, without any of the significant interests identified in the regulation governing related-party transactions adopted by the Absorbing Company;
that there is no basis for applying the procedure envisaged in art. 2501-(2) of the Italian Civil Code;
that the above-mentioned resolution adopted at the shareholders' meeting of the Absorbing Company held on 8th June 2023 to approve the merger project, was recorded on the Romagna, Forlì-Cesena and Rimini Companies Register on 15th June 2023, together with the above-mentioned resolution adopted at the shareholder's meeting of the Company to be absorbed;
that no objections were received by the legal deadline from creditors outstanding prior to recording the proposed merger on the Companies Register competent for the location in which the companies have their registered offices, so it is possible to execute the merger resolutions;
that neither "AEFFE S.P.A." nor "AEFFE RETAIL S.P.A." have been put into liquidation;
as an integral and essential part of this deed, wishing to complete the merger of the two above-mentioned companies in the manner and in the form detailed in the above-mentioned merger project, the companies identified in the introduction
that "AEFFE S.P.A." owns the entire share capital of "AEFFE RETAIL S.P.A." and that, as a consequence, pursuant to art. 2505 of the Italian Civil Code, there is no reason to indicate an exchange ratio, or share assignment procedures or profit participation rights;
that the merger by absorption will involve cancellation of all the shares comprising the entire share capital of the Company to be absorbed, without any capital increase by the Absorbing Company to service the merger;
that there are no categories of shareholder other than ordinary shareholders and that, therefore, there is no reason for special treatments;
"AEFFE S.P.A." and "AEFFE RETAIL S.P.A.", company with liability limited by shares with one member, represented as above,
of "AEFFE RETAIL S.P.A." by "AEFFE S.P.A.", pursuant to the above-mentioned resolutions adopted at the respective shareholders' meetings held on 8th June 2023.
The merger takes place by cancellation of all the shares representing the entire share capital of the Company to be absorbed, without giving rise to any share exchanges or any issue and assignment of new shares by the Absorbing Company, pursuant to art. 2504-(3), para. 2, of the Italian Civil Code.
The Administrative Body of the Absorbing Company is mandated to cancel the shares of the Absorbed Company, as well as to carry out all deeds necessary for that purpose.
The merger will be effective in dealings with third parties - pursuant to art. 2504- (2) of the Italian Civil Code - from 00.00 hours on 1st December 2023, on condition that - by that date and time - the last registration required by art. 2504 of the Italian Civil Code has been completed. Otherwise, the effects will commence from the date on which the last registration required by art. 2504 of the Civil Code is completed.
The transactions of the Company to be absorbed will be recognized in the accounts of the Absorbing Company from the first day of the financial year of the latter in which the merger takes legal effect; the tax effects of the merger will also commence from that date (art. 172, para. 9, of Presidential Decree 917/86). As a consequence of the merger:
= I =
the Absorbing Company will be governed by the Articles of Association, containing the rules for the functioning of the company attached to the merger project, recorded - for the Absorbing Company - on the Romagna, Forlì-Cesena and Rimini Chamber of Commerce Companies Register on 30th March 2023 after its filing on 29th March 2023, ref. no. 20289/2023 and - for the Company to be absorbed - on 30th March 2023 after its filing on 29th March 2023, ref. no. 20300/2023, with the amendments adopted at the respective shareholders' meetings held to approved such merger project; the final text of which is annexed below as letter "A";
= II =
commencing from the effective date of the merger determined in the manner specified better above, "AEFFE S.P.A." will take over each and every legal asset and liability relationship involving the fixed assets, fungible assets and real estate owned by the Absorbed Company, committing to satisfy all its commitments and obligations on the agreed conditions and due dates.
Consequently all persons, Entities and Offices (whether private or public) are authorized without incurring liabilities of any kind to transfer, record in the name of, reassign to, or transcribe in favor of "AEFFE S.P.A." all deeds, documents, deposits, securities, policies, contracts, trademarks, patents, motor vehicles, machines, fungible or immovable property, whether tangible or intangible, and debit and credit current accounts howsoever held now in the name of "AEFFE RETAIL S.P.A.".
In execution and confirmation of the above-mentioned resolutions, the legal representative of "AEFFE RETAIL S.P.A.", the Absorbed Company, irrevocably authorizes "AEFFE S.P.A.", the Absorbing Company, in the broadest and most definitive manner, to execute at any time and without need for any action by the Absorbed Company all deeds, procedures and formalities that may be necessary or appropriate in order to obtain recognition by any party of its full and exclusive ownership of and title to all the assets of the Absorbed Company;
For the purposes of transcription and reassignment, MASSIMO FERRETTI, in his aforementioned capacity, declares that "AEFFE RETAIL S.P.A." does not own any fixed assets or registered fungible assets.
No special advantages are reserved for the directors of the companies participating in the merger.
This deed will be filed for registration with the competent Companies Register.
Consequent to art. 4, para. 1.b), of the Tariff annexed to Presidential Decree 131 dated 26th April 1986, this deed is subject to flat-rate registration tax, since it relates to the merger of existing companies.
For record-keeping purposes, the contracting parties, in their aforementioned capacities, declare that the capital and reserves of the Absorbed Company total Euro 4,104,401.00 (fourmillion, onehundredandfourthousand fourhundred andone/00).
All the expenses incurred for this deed and related subsequent actions are borne by the Absorbing Company.
The person before me waives reading the annexes to this deed, stating that he has exact knowledge of their contents.
The person before me, confirming his knowledge of the relevant current regulations, consents to the processing of the relevant personal and corporate data, its storage using electronic and other means, and the issue of copies of this deed to any party that requests them.
I have read this deed, partly handwritten by me and partly written by electronic means by a person in my trust, on two legal sheets for a total of six pages up to this point, to the person before me, who approves it and signs it together with me, Notary, at 11.40 a.m.
SIGNED: MASSIMO FERRETTI, BIAGIO CALIENDO, NOTARY (Seal)
ANNEX "A" to File no. 4884
A company with liability limited by shares is formed under the name of "AEFFE S.p.A.".
2.1 The registered office of the Company is in the municipality of San Giovanni in Marignano (Rimini).
2.2 The administrative body may open,transfer and close secondary offices, branches, offices and warehouses, both in Italy and abroad, and may move the registered office of the Company anywhere in Italy.
The duration of the Company is fixed until 31 December 2050 and may be extended in accordance with current legislation.
4.1 The objects of the Company are the creation of styles and models for mens' and womens' clothing, accessories, furnishings, perfumes and toiletries, stationery, and articles for the home and the person, the promotion of brands and styling, and the industrial production and sale of articles of clothing in general and related activities. The Company may then proceed to sell the above products, both on a wholesale and a retail basis, through its own outlets or otherwise, and engage in photographic and advertising campaigns and promotional activities of all kinds, and in commercial activities relating to the above sectors.
4.2 The Company may also:
provide technical, administrative, electronic and data processing, and financial services to companies in which it hold direct or indirect investments and/or to companies that are in any case part of the group;
grant and/or obtain loans in any form, as well as manage services for the collection, payment and transfer of funds, whether via centralized treasury management contracts or otherwise, on behalf of companies in which it hold direct or indirect investments and/or companies that are in any case part of the group.
4.3 In order to carry out the activities comprising its corporate objects, the Company may acquire, as a stable investment and not for placement in the market, direct or indirect equity investments in other companies whose objects are similar, complementary, related or connected with those of its own, on condition that this is not a principal activity and only takes place on an occasional basis in support of its principal activities, and may carry out all industrial, commercial, investment, property and financial transactions (including the provision of services of all kinds) – in this last case not involving the general public – however connected, useful or complementary to the direct or indirect achievement of the corporate objects, with the absolute exclusion of operations that solicit the savings of the general public, trust activities, transactions that gather savings from the general public, activities reserved for registered stockbrokers (SIMs) and all other activities that are reserved by law. The
Company may accept loans from shareholders in compliance with the provisions of art. 11 of Decree 385 dated 1st September 1993, as amended, and the CICR resolution in force at the time.
5.1 Share capital amounts to Euro 26,840,626.00, represented by 107,362,504 ordinary shares, nominal value Euro 0.25 each. Capital contributions at the time of capital increases or otherwise may be made in the form of cash, goods in kind or receivables.
5.2 The pre-emption rights of shareholders in relation to the issue of new shares may be waived, pursuant to art. 2441.4 of the Italian Civil Code, up to a maximum of 10% (ten percent) of the pre-existing share capital, on condition that the issue price corresponds to the market value of the shares, as confirmed in a specific report issued by the auditing firm appointed to audit the Company's accounting records.
6.1 Shares are registered in the names of their holders and indivisible; depending on their class, they carry equal rights for their holders.
6.2 The status of shareholder involves complete and absolute acceptance of the Company's memorandum of association and these articles of association.
6.3 The Company may purchase and hold treasury shares for the purposes and on the basis envisaged by law.
6.4 Profits and/or profit reserves may be assigned to the employees of the Company or its subsidiaries, in the manner and in the forms envisaged by law, via the issue of shares pursuant to the first paragraph of art. 2349 of the Italian Civil Code.
6.5 Without prejudice to the applicable legislative and regulatory instructions, the shares of the Company may be administered in electronic form and included in the centralized management system envisaged by Decree 58 dated 24 February 1998.
7.1 The Company may issue both registered and bearer bonds in accordance with and on the basis envisaged by law.
7.2 The Company may also issue convertible bonds, in accordance with legal requirements.
7.3 The Board of Directors is responsible for the issue of ordinary bonds. The extraordinary shareholders' meeting resolves on the issue of convertible bonds and bonds cum warrant, and also determines the exchange ratio, and the timing and basis of conversion, in compliance with art. 2420-(2) of the Italian Civil Code and other applicable legislative requirements.
For all relations with the Company, the shareholders are understood to have elected domicile at the address recorded in the register of members.
Shareholders may only withdraw, on the basis envisaged by law, in the circumstances in which the right to withdraw cannot be excluded.
10.1 Shareholders' meetings are either ordinary or extraordinary, as defined by law.
10.2 Shareholders' Meetings are called at the registered office, or elsewhere in Italy, by a notice published on the basis and with the timing envisaged by current legislation. The notice is published on the corporate website, as well as in the other ways envisaged by current legislation, and an extract must also be published in a national daily newspaper.
10.3 In addition to the date, time and place of the meeting, the notice of meeting also contains a list of matters to be discussed and indicates, where applicable, the locations which will be linked by audio/video conference. In addition to the other information required by current legislation, the notice of meeting also contains the information concerning (i) the procedures to be followed by the shareholders in order to participate in and vote at Shareholders' Meetings, such as, for example, the right to put questions prior to the Shareholders' Meeting and the right to add items to the agenda and present further proposals on matters already on the agenda, as well as, by reference to the Company's website or otherwise, any additional details regarding such rights and how they may be exercised; (ii) the procedure for proxy voting and information about the forms that the shareholders are entitled to use in order to vote by proxy, as well as methods for notifying any proxies granted by electronic or other means; (iii) the identity of any party appointed by the Company for the assignment of proxy votes, as well as the procedures and terms for the granting of proxies by shareholders, with the clarification that the proxy has no effect with regard to proposals for which voting instructions have not been given (iv) the procedures and the deadlines for access to the full text of proposed resolutions, together with the illustrative reports and documents that will be submitted to the Shareholders' Meeting; (v) the address of Company's website.
10.4 The notice of meeting may also indicate dates for any callings subsequent to the first.
10.5 The ordinary meeting is called in the circumstances envisaged by law and every time deemed appropriate by the administrative body, but in any case at least once each year within one hundred and twenty days of the end of the financial year; this deadline may be extended to one hundred and eighty days if the Company is required to prepare consolidated financial statements or when required by special circumstances concerning the organization and objects of the Company. In these latter circumstances, the directors explain the reasons for the extension in the report required by art. 2428 of the Italian Civil Code.
10.6 The Shareholders' Meeting is also called by the Board of Directors at the request of shareholders representing at least 5% (five percent) of the share capital, to the extent allowed by the final paragraph of art. 2367 of the Italian Civil Code, or by the Board of Statutory Auditors, or by at least 2 (two) of its members.
11.1 The rights to attend Meetings and cast votes are governed by current legislation.
11.2 All shareholders who are entitled to attend the Meeting may be represented by another person, who need not be a shareholder, bearing a written proxy prepared in accordance with legal requirements. The proxy may be granted via
an electronic document bearing a ature applied in accordance with the applicable regulations. The proxy may also be notified to the Company by certified e-mail at the e-mail address indicated from time to time in the notice of meeting.
11.3 For each Meeting, the Company may appoint a designed representative, as indicated in art. 10.3.(iii) above, to whom those entitled to vote may grant a proxy, with voting instructions, for all or some of the resolutions proposed on the agenda. When envisaged by law, attendance by the shareholders may be restricted solely to participation via the designated representative.
12.1 Ordinary and extraordinary Shareholders' Meetings can be held in multiple locations, either adjoining or distant, that are linked by audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all shareholders are respected. In particular, it is necessary that: (i) the Chairman of the Meeting, with support from the Chairman's office or otherwise, is able to determine the identity and legitimacy of those attending, govern the conduct of the meeting, and determine and proclaim the results of voting; (ii) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted; (iii) those attending are able to take part in the discussions and in simultaneous voting on the matters on the agenda; (iv) the notice of meeting specifies the locations equipped with audio/video communications provided by the Company, where shareholders may gather. Where allowed by the regulations in force at the time, the notice of meeting may establish that the Meeting will be held solely by means of telecommunication, omitting indication of its physical location.
12.2 The Meeting is chaired by the Chairman of the Board of Directors or, if absent or unavailable, by the Deputy Chairman, if appointed; if the latter is also absent or unavailable, the Meeting elects a chairman by a majority of those present. The Chairman is assisted by a secretary, who need not be a shareholder, appointed by the Meeting and, at his discretion, by two scrutineers. Where required by law or at the discretion of the Chairman of the Meeting, the secretarial functions are performed by a public notary chosen by the Chairman of the Meeting.
12.3 The Chairman of the Meeting, who may appoint assistants, is responsible for: determining the right of shareholders to attend (in person, by proxy or via audio/video conference); determining that the Meeting is properly constituted and quorate; directing and moderating the discussions and establishing how voting shall take place; determining and proclaiming the outcome of voting.
12.4 The business of the Meeting is governed by the meeting regulations approved at the ordinary shareholders' meeting.
The constitution of and resolutions adopted at ordinary and extraordinary meetings are governed by legislative requirements and the provisions of these Articles of Association.
Article 14
14.1 The Company is administered by a Board of Directors comprising between nine and eleven members, who need not be shareholders. The number of Board members is determined at the Shareholders' Meeting and remains fixed until
decided otherwise at another Shareholders' Meeting. The Board of Directors includes both executive and non-executive directors.
14.2 The directors are appointed at the Shareholders' Meeting in compliance with the regulations governing gender balance in force at the time. At least two members of the Board of Directors must satisfy the independence requirements specified in the applicable legislation and regulations in force at the time. The above without prejudice to any laws or regulations that require a larger minimum number of independent Directors.
14.3 The directors remain in office for three financial years and their appointments expire on the date of the Meeting called to approve the financial statements for the final year of their mandate; they may be re-elected.
15.1 The ordinary Shareholders' Meeting is responsible for appointing the members of the Board of Directors, from the lists of candidates presented by the shareholders in the manner specified below, in compliance with the current legislation on gender balance.
15.2 Shareholders have the right to present lists of candidates if, individually or collectively, they represent at least 2.5% (two point five percent) of the shares with voting rights at ordinary meetings, or such different percentage of the Company's share capital as is established by current and applicable laws and/or regulations. Each shareholder (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative decree 58 dated 24th February 1998, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may present or contribute together with other shareholders to the presentation, directly or via intermediaries or trust companies, of just one list of candidates; all lists presented by shareholders presenting multiple lists will be void.
15.3 The lists of candidates signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by these articles of association, must be filed at the registered offices, even as an electronic document signed electronically pursuant to the applicable regulations, and published in conformity with current laws and regulations. The filed lists of candidates will also be valid for subsequent callings of the same Meeting, if applicable. In order to demonstrate ownership of the number of shares necessary for the presentation of a list, each nominating shareholder must file the documents confirming such ownership at the registered offices, by the deadline specified for the filing of lists in current laws and regulations.
Each candidate can appear on just one list, or will be ineligible for election.
The list must contain a number of candidates no greater than the maximum number of members to be elected.
Lists containing three or more candidates must include a number of candidates drawn from each gender that complies with the gender balance regulations in force at the time.
The candidates must be listed in consecutive numerical order. Shareholders that present a list aspiring to obtain the largest number of votes are responsible for ensuring that such list contains a sufficient number of candidates.
In addition to each list, the following information must be filed at the registered offices:
a) the list of shareholders presenting the list, stating their personal or business names, addresses, company registration numbers or equivalent, and total percentage interest held in the Company's share capital;
b) the curriculum vitae of each candidate containing complete information about their personal and professional characteristics, indicating if they satisfy the independence requirements specified in the applicable laws and regulations in force at the time and/or in the Corporate Governance Code prepared by the Committee for the Corporate Governance of Listed Companies promoted by Borsa Italiana S.p.A., and indicating: (i) their appointments as non-executive directors or auditors of companies listed on regulated markets (including foreign markets) and of banks, insurance companies and other major companies, being those whose total assets or sales reported in their latest financial statements exceeded Euro 500,000,000.00 (fivehundredmillion); (ii) their appointments as executive directors of any company, including those not covered by the categories mentioned in point (i) above, except for companies that "merely hold" property, equity investments or other assets, and companies whose latest reported sales were Euro 50,000,000.00 (fiftymillion) or less. For each company in which appointments are held, the following information must be provided: name, address, company registration number or equivalent, and the nature of the appointment (indicating also if directorships are executive, non-executive or independent);
c) the declarations of each candidate confirming acceptance of their nomination and certifying under their personal responsibility:
the absence of reasons for which they would be ineligible or for which their appointment would lapse pursuant to art. 2382 of the Italian Civil Code;
their satisfaction of the honorability and professionalism requirements established by current and applicable laws and/or regulations;
their satisfaction, if applicable, of the independence requirements established in the applicable laws and regulations in force at the time and/or their suitability to serve as an independent director pursuant to the Corporate Governance Code prepared by the Committee for the Corporate Governance of Listed Companies promoted by Borsa Italiana S.p.A.
Lists of candidates that do not comply with the requirements specified in the preceding paragraphs will be treated as if they had not been presented.
15.4 Each shareholder with voting rights (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative Decree No. 58 dated 24th February 1998, as amended, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may vote for just one list.
Voting is transparent and not secret.
For the purposes of appointing directors in accordance with the following instructions, no account will be taken of lists that do not receive at least half the percentage of votes required by art. 15.2 of these articles of association for the presentation of such lists.
15.5 If only one list has been presented, all members of the Board of Directors will be drawn from that list and, if additional directors still need to be elected, or if no lists were presented, or if the list presented does not enable the appointment of
independent directors in compliance with current laws and regulations, the appointments will be made at the Shareholders' Meeting with the majorities envisaged by law, without prejudice to the gender balance regulations in force at the time.
If, on the other hand, two or more lists are presented, the Board of Directors is appointed in the following manner:
a) all the candidates, up to the number decided each time at the Shareholders' Meeting, less one, will be drawn from the list that obtains the majority of the votes cast by the shareholders (the "Majority List") and appointed as directors in the numerical order in which they are presented on that list;
b) the first candidate indicated in numerical order for election on the list that obtains the second-largest number of votes will be drawn from that list and appointed as a director, on condition that such list is not linked in any way, directly or indirectly, with the shareholders that presented or voted for the Majority List;
c) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, are elected.
The directors to be elected who must satisfy the independence requirements specified in these Articles of Association will be drawn from the Majority List. If the number of directors elected who satisfy the independence requirements is found to be insufficient on the completion of voting, the candidate not satisfying those requirements who was elected last in numerical order from the Majority List will be excluded and replaced by the next candidate satisfying the independence requirements drawn from that list or, if this is not possible, from the list that obtained the second-largest number of votes. If necessary, the above procedure will be repeated until the required number of independent directors has been elected.
Further, if the above procedures do not enable the composition of the Board of Directors to comply with the gender balance requirements, having regard for the order in which the candidates are listed, the candidate from the most represented gender elected last from the Majority List will be replaced by the first candidate in numerical order from the least represented gender not already elected from that list. Application of this replacement procedure will continue until the composition of the Board of Directors complies with the gender balance regulations in force at the time.
If using the list voting mechanism the number of candidates is lower than the minimum number envisaged for the Board of Directors in the Articles of Association, or if using the list voting mechanism the required number of candidates from the least represented gender is not reached, the Board of Directors will be elected and supplemented at the Shareholders' Meeting, applying the majorities envisaged by law.
15.6 If, during the year, one or more directors drawn from the Majority List (the "Majority Directors") cease to serve for any reason, they will be replaced as follows on condition that the majority of the directors elected at the Shareholders' Meeting continues to serve:
a) the Board of Directors arranges to replace the Majority Directors who have ceased to serve by co-opting replacements pursuant to art. 2386 of the Italian Civil Code; in particular, they co-opt in numerical order previously unelected candidates drawn from the Majority List, on condition that they are still eligible and willing to accept appointment, and without prejudice to the requirement that, if one or more of the Majority Directors who have ceased to serve were
independent directors, they must be replaced by co-opting other independent directors, while also complying with the gender balance regulations in force at the time;
b) the co-opted directors remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 15. If, during the year, one or more Directors drawn from the list that obtained the second-largest number of votes (the "Minority Directors") cease to serve for any reason, they are replaced as follows:
a) the Board of Directors arranges to replace the Minority Directors who have ceased to serve by co-opting replacements pursuant to art. 2386 of the Italian Civil Code; in particular, they co-opt in numerical order previously unelected candidates drawn from the same list, on condition that they are still eligible and willing to accept appointment, while also complying with the gender balance regulations in force at the time, or, failing that, candidates belonging to the list that obtained the next largest number of votes in excess of or equal to the voting quorum referred to in art. 15.2 above, and without prejudice to the requirement that, if one or more of the Minority Directors who have ceased to serve were independent directors, they must be replaced by co-opting other independent directors, while also complying with the gender balance regulations in force at the time;
b) the co-opted directors remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 15. The mandates of the directors appointed in this way lapse with those of the directors already in office when they joined the Board.
If it is not possible to proceed on the basis described above, due to a lack of candidates on the lists or their unwillingness to serve, the Board of Directors coopts a new director, pursuant to art. 2386 of the Italian Civil Code, who is selected by the Board using the criteria established by law and in compliance with the gender balance regulations in force at the time. The director co-opted on this basis will remain in office until the next Shareholders' Meeting which will either confirm or replace him in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 15.
15.7 If for any reason the appointment or replacement of one or more directors cannot be accomplished in accordance with the requirements envisaged in this article, the legislation governing the appointment of directors will be applied without following the procedures described in the above paragraphs. In this case, the candidates must have accepted their nominations and confirmed, under their personal responsibility, the absence of reasons for which they would be ineligible or incompatible, and that they satisfy the requirements established by the applicable regulations and these Articles of Association. In all cases, the directors who have ceased to serve are replaced in a way that guarantees both the presence of the number of independent directors required by law and compliance with the gender balance regulations in force at the time.
If not already decided at the Shareholders' Meeting, by a resolution adopted with the majority required by law, the Board of Directors elects a Chairman from among its number and, where deemed appropriate, a Deputy Chairman and a Secretary (who in this last case need not be a director).
17.1 Meetings of the Board of Directors are called at the registered offices or elsewhere in Italy by the Chairman or by the Deputy Chairman, if appointed, or by a managing director or by the Board of Statutory Auditors or one of the statutory auditors, on notice to the Chairman.
17.2 The notice of the Board Meeting is sent by e-mail or certified e-mail to the email address communicated on acceptance of appointment by each director in office and each serving statutory auditor. Notice of the Board Meeting must be sent to each director and serving statutory auditor at least five calendar days prior to the date fixed for the meeting; in urgent cases, this notice period may be reduced to 24 hours. In addition to the date, time and place of the Board Meeting, the notice of meeting also contains a list of matters to be discussed (to the extent already known) and indicates, where applicable, the locations which will be linked by audio/video conference.
17.3 The Board Meeting is properly constituted, in the absence of formal notice, if all the appointed directors and serving statutory auditors are present.
17.4 The meetings of the Board of Directors can be properly held in multiple locations, either adjoining or distant, that are linked by audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all directors are respected. In this case, it is necessary that:
a) the Chairman of the meeting is able to determine unmistakably the identity and legitimacy of those attending, govern the conduct of the meeting, and determine and proclaim the results of voting;
b) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted;
c) those attending are able to exchange documentation and, in any case, take part in real time in the discussions and in simultaneous voting on the matters on the agenda.
The notice of meeting may establish that the Board Meeting will be held solely by means of telecommunication, omitting indication of its physical location.
17.5 The resolutions adopted by the Board of Directors are evidenced by minutes signed by the Chairman and the Secretary.
Resolutions of the Board of Directors are valid if the majority of appointed directors is present and they are adopted by a majority of such directors. In the event of a tie, the vote of the Chairman of the Board of Directors or his appointed deputy shall prevail.
19.1 The Board of Directors exercises the widest powers of ordinary and extraordinary administration, without any exceptions, and has the right to perform all deeds deemed appropriate for the pursuit and achievement of the Company's objects, with the sole exclusion of those reserved by law for the Shareholders' Meeting.
19.2 Pursuant to art. 150 of Legislative Decree No. 58 dated 24th February 1998, the directors report to the Board of Statutory Auditors, at least quarterly, on the work performed and on the principal economic, financial and equity transactions carried out by the Company and its subsidiaries, as well as on the transactions in which they have an interest, whether personally or on behalf of
third parties, or which were influenced by the party which directs and coordinates the activities of the Company. Such information may be communicated verbally by the directors to the Board of Statutory Auditors, during special meetings with the directors or at the meetings of the Board of Directors or the Board of Statutory Auditors envisaged by art. 2404 of the Italian Civil Code, or by the submission of written reports which will be noted in the minute book of the Board of Statutory Auditors envisaged by art. 2421.5 of the Italian Civil Code.
19.3 To the extent allowed by law and these Articles of Association, the Board of Directors may delegate its authority to individual directors and/or to an executive committee, determining the extent of such powers. The Board of Directors may also appoint, even from among persons who are not directors, general managers (without prejudice to any appointments made at the Shareholders' Meeting pursuant to art. 2396 of the Italian Civil Code), responsible managers and special representatives for specified deeds or categories of deed.
19.4 In addition, the Board of Directors may appoint its members to a Compensation Committee, an Internal Audit Committee and an Appointments Committee, determining the number of members for each committee, the length of their mandate, their tasks, their powers and the regulations that govern the business conducted by them.
19.5 These empowered bodies must report directly to the Board of Directors at least every quarter at the time of Board Meetings or even indirectly, if preferred having regard for the need for timeliness, in written or verbal form, on the general results of operations, forecast developments and transactions carried out by the Company or its subsidiaries that were significant in view of their nature or size.
19.6 The following resolutions must be adopted by the Board of Directors pursuant to art. 2436 of the Italian Civil Code:
a) mergers or spin-off pursuant to arts. 2505, 2505-(2) and 2506-(3) of the Italian Civil Code;
b) opening or closure of secondary offices;
c) transfer of the registered offices elsewhere in Italy;
d) indication of which directors are the Company's legal representatives;
e) reduction of capital following withdrawal by a shareholder;
f) alignment of the Articles of Association with mandatory regulations, without prejudice to the fact that such resolutions can, in any case, also be adopted at an extraordinary shareholders' meeting.
20.1 The Chairman of the Board of Directors represents the Company in dealings with third parties and in judgment; if absent or unavailable, he is replaced by the Deputy Chairman, if appointed.
20.2 The directors, general managers, managers and special representatives referred to in art. 19 above also represent the Company, to the extent of the powers granted to them pursuant to art. 19.
The directors are entitled to reimbursement of the expenses incurred in the performance of their duties. The shareholders' meeting may resolve to remunerate the directors and allocate a share of profits to them. The remuneration of directors with special duties is determined by the Board of Directors, on a proposal from the Compensation Committee, if appointed, and after hearing the opinion of the Board of Statutory Auditors.
22.1 The Board of Statutory Auditors comprises 3 (three) serving auditors; the Shareholders' Meeting also appoints two alternate auditors. The appointments are made, in compliance with the gender balance regulations in force at the time, on the basis of lists presented by the shareholders containing a number of candidates that does not exceed the maximum number to be elected, in accordance with the procedure specified below.
22.2 Shareholders have the right to present lists if, alone or together with other shareholders, they represent at least 2.5% (two point five percent) of the shares with voting rights at ordinary meetings, or such different percentage of the Company's share capital as is established by current and applicable laws and/or regulations.
Each shareholder (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative decree 58 dated 24th February 1998, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may present or contribute together with other shareholders to the presentation, directly or via intermediaries or trust companies, of just one list of candidates; all lists presented by shareholders presenting multiple lists will be void.
22.3 Each list must comprise two sections: one for the appointment of serving auditors and the other for the appointment of alternate auditors. The candidates in each section must be listed in consecutive numerical order. Each candidate can appear on just one list, or will be ineligible for election.
Considering both sections, lists that contain three or more candidates must ensure gender balance, so that the least represented gender has the proportion prescribed by the legislation currently in force.
Lists of candidates that do not comply with the requirements specified in this paragraph will be treated as if not presented.
22.4 The lists, signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by these Articles of Association, must be filed at the registered office, even as an electronic document signed electronically pursuant to the applicable regulations, in conformity with current laws and regulations.
In order to demonstrate ownership of the number of shares necessary for the presentation of a list, each nominating shareholder must file copies of the documents confirming such ownership at the registered offices, by the deadline specified for the filing of lists in current laws and regulations.
The following information must also be filed, together with each list, by the deadline indicated above: (i) declarations from each candidate accepting their nomination and confirming, under their personal responsibility, the absence of reasons for which they would be ineligible or for which their appointment would lapse by law, and that they satisfy the honorability and professionalism requirements established by law and applicable to such appointments; (ii) complete information on their personal and professional characteristics (curriculum vitae); (iii) the list of appointments as director or auditor held by candidate statutory auditors in other companies or bodies, if relevant under current regulations to the limit on the total number of appointments allowed by
these Articles of Association or by the current and applicable laws and/or regulations; (iv) the list of shareholders presenting the list, specifying their personal or company name, address, company registration number or similar and the total percentage of share capital held by them.
Lists not presented in compliance with the requirements of this article will be treated as if they had not been presented.
22.5 Candidates must satisfy the eligibility, honorability and professionalism requirements established by law and must not have accepted more appointments than the number specified in art. 23 below.
22.6 Each shareholder with voting rights (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Legislative Decree No. 58 dated 24th February 1998 or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may vote for just one list.
Voting is transparent and not secret.
22.7 If no lists are presented, the Shareholders' Meeting appoints the Board of Statutory Auditors and its Chairman in accordance with the majorities established by current legislation. If, on expiry of the above-mentioned term, only one list has been filed or only lists presented by related shareholders, the relevant legal and regulatory requirements will apply.
If only one list is presented, the Board of Statutory Auditors is drawn entirely from that list and the first candidate on the list is appointed as Chairman.
If, on the other hand, two or more lists are presented, the Board of Statutory Auditors is appointed in the manner specified below:
a) the following are drawn in numerical order from the Majority List (i) the first two candidate serving auditors and (ii) the first candidate alternate auditor;
b) the following candidates will be appointed, in the numerical order in which they appear, from the list that obtains the second-largest number of votes, on condition that such list is not linked, directly or indirectly, with the shareholders who presented or voted for the Majority List: (i) the first candidate for the office of serving auditor, who will also be appointed as Chairman of the Board of Statutory Auditors, and (ii) the first candidate for the office of alternate auditor, if available; otherwise, the alternate auditor will be the first candidate for this office on the first list obtaining the next-largest number of votes that is not linked, directly or indirectly, with the shareholders who presented or voted for the list that obtained the largest number of votes. if several Minority Lists obtain the same number of votes, the eldest candidate serving auditor and candidate alternate auditor are elected;
c) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, will be elected as statutory auditors.
If the composition of the Board of Statutory Auditors or the category of alternate auditors does not comply with the gender balance criterion then, having regard for the order of listing in the respective sections, the candidates from the most represented gender elected last from the respective lists will be replaced by the first candidates not elected from the same list and the same section from the least represented gender. Application of this replacement procedure will continue until the composition of the Board of Statutory Auditors complies with the regulations in force at the time concerning gender balance.
22.8 If, during the year, one or more serving auditors drawn from the Majority List (the "Majority Statutory Auditors") cease to serve for any reason, they will be replaced - where possible and always in compliance with the regulations in force concerning gender balance - by the alternate auditor belonging to the same list as the former statutory auditor or, otherwise, by the other alternate auditor. Serving auditors appointed on this basis will remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22. The mandate of the serving auditor appointed in this way lapses with those of the auditors already serving when that person become a member of the Board of Statutory Auditors. If it is not possible to proceed on the basis described above, a Shareholders' Meeting must be called, pursuant to art. 2401.3 of the Italian Civil Code, to complete the Board in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22.
22.9 If, during the year, the serving auditor drawn from the Minority List (the "Minority Statutory Auditor") ceases to serve for any reason, that person will be replaced by the alternate auditor on the same list, without prejudice to compliance in all cases with the gender balance regulations in force at the time. The serving auditor appointed on this basis, who will also become the Chairman of the Board of Statutory Auditors, will remain in office until the next Shareholders' Meeting which will either confirm or replace that auditor in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22.
The mandate of the serving auditor appointed in this way lapses with those of the auditors already serving when that person become a member of the Board of Statutory Auditors. If it is not possible to proceed on the basis described above, the mandate of the entire Board of Statutory Auditors is deemed to have lapsed immediately and, consequently, a Shareholders' Meeting must be called to appoint a new Board of Statutory Auditors in accordance with the system of list voting described in this article 22.
22.10 If, pursuant to art. 2401.1 of the Italian Civil Code, the Shareholders' Meeting must appoint new alternate auditors to the Board of Statutory Auditors, the resolution must be adopted in the usual manner with the normal majorities, always in compliance with the regulations in force concerning gender balance, without recourse to the system of list voting described in this article 22.
23.1 The Board of Statutory Auditors monitors compliance with the law and the Articles of Association, and respect for the principles of proper administration including, in particular, the adequacy of the organization, administrative and accounting systems adopted by the Company and the way they function in practice, as well as how the corporate governance rules envisaged by the related regulations are applied in practical terms.
23.2 Statutory auditors cannot be elected, and their mandates lapse if already elected, if they do not satisfy the requirements of eligibility, honorability and professionalism established by law, or if they hold a number of appointments as directors or auditors that exceeds the maximum allowed by current and applicable laws and/or regulations.
23.3 Statutory Auditors remain in office for three years and may be re-elected. Their appointments expire on the date of the Shareholders' Meeting called to approve the financial statements for the final year of their mandate, without
prejudice to the termination and lapsing clauses envisaged by law and these articles of association. The remuneration due to the Statutory Auditors is established at the Shareholders' Meeting in accordance with current legislation. 23.4 For the purposes envisaged by art. 1.2, letters b) and c), of Decree 162 dated 30th March 2000, the subjects and sectors of activity strictly relevant to the business carried on by the Company are those subjects and sectors of activity connected with and relating to the Company's activities defined in art. 4 of these
articles of association. 23.5 The Board of Statutory Auditors meets at least every ninety days at the request of any auditor.
The Board is quorate if the majority of statutory auditors are present and resolves with the votes in favor of an absolute majority of the auditors present. If desired, the meetings of the Board of Statutory Auditors can always be held in multiple locations, either adjoining or distant, that are linked by audio or audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all members are respected. In this case, it is necessary that:
a) the chairman of the meeting is able to determine unmistakably the identity and legitimacy of those attending and govern the conduct of the meeting;
b) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted;
c) those attending are able to exchange documentation and in any case take part in real time in the discussions and in simultaneous voting on the matters on the agenda.
The legal audit of the accounts is performed by an auditing firm that meets the relevant legal requirements. The conferral and revocation of the related appointment, and the duties, powers and responsibilities of the auditing firm, are governed by the current and applicable laws and/or regulations.
25.1 The Board of Directors, having heard the required but not binding opinion of the Board of Statutory Auditors, appoints an executive responsible for preparing the Company's accounting documentation (hereinafter, for short, the "Responsible Executive") and fixes the related remuneration. Where the Responsible Executive is an employee or director of the Company, the remuneration for that role is deemed to be already included in that recognized to the employee or director.
25.2 Persons who do not satisfy the following professionalism requirements cannot be appointed as Responsible Executive and, if already appointed, their mandates lapse:
a) degree in economics, finance or business management and systems;
b) at least three years' experience in total of:
or
management of economic - financial resources. In addition, persons who do not satisfy the honorability requirements established in art. 147-(5) of Legislative Decree No. 58 dated 24th February 1998 cannot be appointed as Responsible Executive and, if already appointed, their mandate lapses. The Board of Directors grants the Responsible Executive adequate powers and resources to accomplish the tasks attributed to him in accordance with art. 154-(2) of Legislative Decree no. 58 dated 24th February 1998.
25.3 If the Responsible Executive ceases to serve, the Board of Directors will arrange without delay to replace that person by appointing a new Responsible Executive, having heard the required but not binding opinion of the Board of Statutory Auditors. Termination of the employment relationship between the Responsible Executive and the Company is a reason for ceasing to serve.
25.4 The Responsible Executive exercises the powers and performs the tasks attributed to him in accordance with the provisions of art. 154-(2) of Legislative Decree no. 58 dated 24th February 1998, and the related enabling regulations. 25.5 The Responsible Executive attends those Board meetings that envisage the discussion of matters within the responsibilities assigned to that person.
26.1 The financial year ends on 31 December of each calendar year.
26.2 At the end of each financial year, the administrative body prepares the financial statements in accordance with legal requirements.
27.1 After allocating 5% to the legal reserve until this reaches one fifth of share capital, the residual net income reported in the financial statements is allocated to the shares unless decided otherwise at the shareholders' meeting.
27.2 The Board of Directors may resolve to distribute interim dividends in the circumstances and on the basis established in art. 2433-(2) of the Italian Civil Code.
27.3 The payment of dividends takes place from the date and from the treasury offices established each year by the Board of Directors.
27.4 Dividends revert back to the Company if they are not collected within five years of the date on which they first became payable.
Should the Company be wound up at any time and for any reason, the extraordinary shareholders' meeting will establish the basis for the liquidation, appoint one or more liquidators and determine their powers. SIGNED: MASSIMO FERRETTI, BIAGIO CALIENDO, NOTARY (Seal)
This copy held on electronic media, signed electronically (issued without the payment of duty for the uses allowed by law), is a true copy of the original printed document, pursuant to art. 22 of Legislative Decree no. 82/2005. Rimini, 23rd November 2023
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