Italiaonline’s Articles of association
The so-called “Shareholders Rights Law” (Legislative Decree No 27 of January 27, 2010) (the “Decree”), absorbs EU Directive No. 2007/36/EC on the exercise of certain rights of shareholders in listed companies. In particular, the Decree amends Articles 2366/2373 of the Civil Code and affects deeply the Legislative Decree 58/2008 (TUF), introducing important developments for listed companies, with particular regard to the activities of the shareholders’ meeting.
Having said that, during a meeting held on October 19, 2010, the board of directors – on the basis of the provisions of section 19, C.II of the articles of association, pursuant to which the Board of Directors is competent to pass resolutions concerning the adaptation of the articles of association to regulatory requirements – approved the so called “amendments required and unconditional”, i.e. the amendments strictly required in order to comply with the current applicable provisions of the Decree.
In particular section 8 – Right to attend, 10 – Meeting notice, 14 – Composition of the board of directors, 22 – Board of statutory auditors have been amended and section 27 – Transitory provisions has been added.
This opportunity has been seized to amend such dispositions that were no more aligned with the provision of the applicable law.
Then, in the Extraordinary session, the Shareholders’ Meeting held on April, 20, 2011, approved several amendments to the Articles of Association referring chiefly to completion of the work to bring them in line with Italian Legislative Decree No. 27 of 27 January 2010, which endorses EU Directive 2007/36/EC regarding the exercise of certain rights of shareholders in listed companies and related party transactions. In detail, the amendments grant the Board of Directors the power to: (i) designate a party for each Shareholders’ Meeting to which Shareholders may grant proxies free of charge, giving specific communication thereof in the notice of calling for the relevant Meeting; (ii) convene the Shareholders’ Meeting to approve the financial statements within 180 days from the end of the financial year; and (iii) convene an ordinary and extraordinary session of the Shareholders’ Meeting by a single notice of calling. In addition, the Board of Directors was granted the power to take defensive measures against public purchase and exchange offerings pursuant to Article 104, C1-ter, of Legislative Decree No. 58/1998. Lastly, the Meeting approved the power to amend the Procedure for Related Party Transactions to include certain mechanisms for approving transactions by way of exception to the Procedure.
The Shareholders’ held on June 12, 2012 adopted amendments to the By-Laws arising primarily from the need to comply with the regulations introduced by Law no. 120 of 12 July 2011, relating to gender balance in the composition of the management and control bodies of listed companies.
Attached is the new text of the Articles of Association of Italiaonline S.p.A,. following the partial exercise of the proxy – granted by the Extraordinary Shareholders’ Meeting of 8 March 2016 and resolved by the Board of Directors on 8 November 2017 – to increase the share capital pursuant to art. 2443 of the Italian Civile Code, for consideration, in separate issues and with the exclusion of the option right pursuant to art. 2441, paragraphs 5, 6 and 8 of the Italian Civil Code, for a total amount of maximum nominal Euro 148,948.18 in addition to share premium, by issuing a maximum of no. 854,576 ordinary shares without indication of nominal value, reserved for subscription to the beneficiaries of Tranche A of the 2014-2018 Stock Option Plan.
Italiaonline S.p.A. – Articles of association