Company name - Corporate purpose - Location - Duration
Company name - Corporate purpose - Location - Duration
A joint-stock company under the name: “BN DI NAVIGAZIONE S .P .A.”
The company’s corporate purpose is: the undertaking of shipping initiatives regulated by the navigation code, including the activity of maritime consultancy, the taking on of agencies and representations of Italian and foreign shipping and airline companies; the company’s maritime activity is carried out both in Italy and abroad with its own, chartered or leased ships and with the use of all means of handling, lifting, as well as its own or third-party containers; the activity is also extended to land transport complementary to sea transport, in order to provide intermodal transport; the activity of travel and ticketing agency (for air, sea and land transport) and all related activities,
including tour operators and event organisation; the company may also carry out port operations, such as the loading, unloading, transshipment, storage, and general movement of goods and any other material, carried out within the port; the company may also engage in any tourist activity directly related or unrelated to the aforementioned initiatives; the company may carry out, on board the ships it manages, food and beverage services and retail trade of goods of all kinds; the company may also publish, print and distribute brochures to advertise its business activities,
as well as, on behalf of third parties, design and create advertising products and services, through the use of any graphic and audiovisual techniques, without any limitation as to form, as well as manage and market them. For the best attainment of the corporate purpose, and in any case in relation to the same, the Company may, among other things, also acting as principal and/or agent, carry out any securities, real estate, industrial, commercial, financial transaction provided that on its own account; enter into loans, grant and receive guarantees of any kind, even in the interest of third parties, including real guarantees, and in particular also by mortgaging company property, assume promissory notes, issue endorsements and sureties, acquire shareholdings and interests in other companies and/or enterprises, including by intervening in their incorporation, excluding any insurance or savings collection transactions with the public pursuant to Legislative Decree of 1 September 1993 no. 385 except only as provided for as possible by the resolution of 3 March 1994 of the Interministerial Committee for Credit and Savings and future relevant regulations.
The company has its registered office in Portoferraio (LI). It is at the discretion of the administrative body to set up branch offices, to transfer the registered office within the aforementioned municipality, and to set up and close local operating units anywhere (such as branches, subsidiaries, offices, depots, agencies and representative offices). On the other hand, the transfer of the registered office to a municipality other than the one indicated above is up to the convened shareholders meeting.
The duration of the Company is fixed until 31 December 2050, unless extended by the shareholders’ meeting.
Share Capital – Shares – Cancellation
The share capital is EUR 1,000,000.00 (one million point zero zero) and is divided into 1,000,000 (one million) shares, all with a nominal value of EUR 1, 00 (one point zero zero) each. Each share carries the right to one vote.
The shares are divided into category “A” shares and category “B” shares. Category “A” shares are ordinary shares. Category “B” shares, when dividends are distributed, will carry the right to receive, in addition to the dividend to which they are entitled, an increase in the dividend itself equal to the income tax that BN di Navigazione S.p.A. will have saved by virtue of the utilisation of the tax losses accrued up to 31.12.2012. As of that date, the uncompensated tax losses with no limit on their utilisation amounted to EUR 9,522,297.00 (nine million five hundred twenty-two thousand two hundred ninety-seven point zero zero) and the related taxes amounted to EUR 2,618,632.00 (two million six hundred eighteen thousand six hundred thirty-two point zero zero). This increase will result in an equal reduction of the dividend to be distributed to Category “A” and “B” shares. Therefore, the dividends of the category “B” shares will be increased for as long as necessary to recover the income tax that the company will have saved on the total taxable amount of Euro 9,522. 297.00 (nine million five hundred twenty-two thousand two hundred ninety-seven point zero zero) and then, even after the financial years in which such saving will have occurred in the company, until sufficient dividends have been distributed, and at the end of such period, the category “B” shares will automatically convert into category “A” shares without prejudice to their par value.
The share capital may be increased in accordance with the relevant regulations, including by contribution in kind and receivables. The company may acquire loans and payments from the shareholders for consideration or free of charge, with or without obligation of repayment, in compliance with the regulations in force from time to time.
The company, against (a) contributions or (b) subordinated loans received from shareholders or third parties, may issue participatory financial instruments, which are provided with equity and administrative rights, pursuant to Art. 2346, paragraph 6, of the Civil Code.
Participatory financial instruments may be issued with a share convertibility clause.
The resolution to issue participatory financial instruments is the responsibility of the extraordinary shareholders’ meeting. The extraordinary shareholders’ meeting determines the nominal value, characteristics and subscription conditions of the securities. The extraordinary shareholders’ meeting shall simultaneously approve the regulations for the issuance of the participatory financial instruments. This defines, in relation to each issue, the content of the securities and establishes the rights and obligations inherent in them, the rules and procedures for their subscription and circulation, and regulates the organisation of the respective holders.
The placement of participatory financial instruments is the responsibility of the administrative body. Where convertibility into shares is provided for, equity financial instruments must be offered in option to shareholders in proportion to the shares held in accordance with Article 2441 of the Civil Code.
In the case of issuing equity financial instruments against contributions, these are not subject to restitution, except upon dissolution of the company and full settlement to the company’s creditors; in such event, they shall participate proportionally with the shares in the distribution of any residual liquidation assets. The regulations may provide for the option of redemption by the
he issuer, determining the terms and conditions thereof in compliance with the law. The total amount of the contributions received by the company is recorded in a special reserve called “Reserve for contributions of participating financial instruments”.
In the case of the issuance of equity financial instruments against subordinated loans, the relevant resolution shall determine the term of the loan and the date of its repayment. The securities shall be redeemable at maturity, provided there are sufficient funds to pay the other creditors in full; in the event of voluntary liquidation or insolvency proceedings, they shall be repaid on a residual basis, and only after the other creditors of the company have been satisfied in full.
The total amount of the financing received is recorded as a separate item on the liabilities side of the balance sheet. Equity financial instruments, in whatever capacity they are issued by the company, do not give the right to fixed interest or other forms of periodic remuneration for the investment or financing. They only confer, under the same conditions as ordinary shares, the right to a share of the net profits resulting from the duly approved company financial statements, the distribution of which having been resolved upon, or of the reserves formed by setting aside the same.
Equity financial instruments, in whatever capacity issued, participate in the year’s losses on equal terms with ordinary shares.
In the event of an issue against contributions, the corresponding ‘Reserve’ must be used to cover losses, after the other reserves are reduced to zero, but before the legal reserve, in proportion to the reduction to be made to the capital.
In the event of an issue against subordinated loans, the corresponding liability item shall be reduced, using the related contingent asset to cover the loss for the year, and always in proportion to the reduction to be made on the share capital in order to absorb it.
The participating financial instruments do not entitle the Holders to intervene or vote in ordinary or extraordinary shareholders’ meetings of the Company except for resolutions concerning: (i) acts of senior management, i.e. those exhaustively listed in Article 11, letters b) and c) below, business plans and strategic operations for which the bylaws require authorisation by the shareholders’ meeting pursuant to Article 2364, no. 5, of the Italian Civil Code (ii) capital transactions and extraordinary transactions; .
Holders of participating financial instruments are also entitled to appoint a non-executive Director and a Statutory Auditor through the prior assumption by majority vote, in a separate meeting, of the decision concerning the designation of a non-executive member of the board of directors and a member of
the board of statutory auditors.
The Ordinary Shareholders’ Meeting of the Company acknowledges this, and incorporates these appointments into its resolutions.
Voting rights are attributed to participating financial instruments on equal terms with shares.
The Shareholders’ Meeting that resolves on the issuance of the participating financial instruments, also determines the
number of votes to which each instrument is entitled, respectively, at meetings called to decide on matters in which the holders of the participating financial instruments are entitled to vote.
Holders of participatory financial instruments are entitled to the appointment of a non-executive director and an auditor in the manner provided for in the issue regulations and under the conditions set out therein. In no event shall the holders of participatory financial instruments, even if dissenting from the resolutions provided for in this paragraph, have a right of withdrawal.
The holders of participatory financial instruments meet in a special meeting to decide on the following matters:
Equity financial instruments are represented by freely transferable registered securities, subject to the same limits and procedures provided for the circulation of shares in Article 6 below. The securities representing financial instruments of participation are paper certificates issued by the company and signed by the legal representative, which may be split or grouped at the request of the legitimate owners. Transfers made and encumbrances placed on the securities
must be recorded.
The directors shall establish a Register of Participating Financial Instruments issued by the company. It shall indicate, in relation to each issue, the number and nominal value of the securities, the names of the holders, as well as the transfers made and the restrictions imposed on them.
Entry in the aforementioned Register is a condition for legitimising the exercise of the equity and administrative rights attributed to the participatory financial instruments.
Where participatory financial instruments grant the bearer the right to convert them into shares, at their request or at the request of the issuing company, the issuance resolution and the related regulations stipulate:
The shares are registered in the company’s name and indivisible and may not be pledged, given as collateral, or be subject to usufruct, except with the consent of the majority of the ordinary shareholders’ meeting. Shares may be transferred by deed between living persons provided that the right of preference in favour of other shareholders is respected. To the latter effect, the shareholder who intends to sell their shares must send, by registered letter, with return receipt or by certified electronic mail to the Board of Directors, represented by the Chairman, a Vice Chairman or a Managing Director, the offer to sell containing the price, terms of payment and other conditions, and thereby manifest their willingness to dispose of the shares. The Chairman of the Board of Directors, and in his absence the Vice Chairman or a Managing Director, shall notify the Company’s shareholders, in the manner described above, of the details of the aforesaid offer within twenty days of the date of receipt of the registered letter or e-mail sent by the selling shareholder. Shareholders who intend to exercise the right of preference at the same price and conditions must inform the Board of Directors represented by the Chairman, a Vice Chairman or a Managing Director of their intention, by registered letter with return receipt or by e-mail, within 20 (twenty) days from the date of receipt of the previous communication, after which they will lose all rights. The Chairman of the Board and, in his absence, the Vice-Chairman or a Managing Director, after the aforementioned term has expired, shall proceed to allocate the shares subject to the transfer among all the shareholders who intend to purchase them in proportion to the shares already owned, notifying the transferring shareholder of the preference exercised by the shareholders within the following 30 (thirty) days. Only when the Board of Directors has given a negative answer or has allowed the stipulated period of 30 (thirty) days to elapse without replying, may the transferring shareholder freely transfer their shares to third parties. In the event of disagreement regarding the interpretation of the application of this article, recourse shall be made to the Arbitrator referred to in Article 21 of these Articles of Association. The aforementioned restriction shall be noted on the share certificates.
Shareholders have the right of withdrawal only in cases provided for by mandatory legal provisions. Therefore, any right of withdrawal resulting from derogable legal provisions is to be understood as expressly excluded. Withdrawal is deemed to be exercised on the day on which the notice is received by the administrative body. The provisions of Articles 2437-bis, 2137-ter and 2437-quater of the Civil Code apply to the withdrawal.
Ordinary and extraordinary general meetings deliberate on matters reserved to them by law and by these articles of association. Shareholders’ Meetings are convened at the Company’s registered office or elsewhere, as long as it is within the European Union, by means of a notice containing a list of the items on the agenda, the date, time and place of the meeting, to be sent by registered letter, or by any other means that guarantees proof of receipt, at least eight days prior to the meeting. The meeting may also be convened by means of a notice to be published in the Official Gazette of the Italian Republic at least fifteen days prior to the meeting in accordance with the law. In the same notice, a date may be set for a possible meeting in second call, if the first call should be cancelled. However, meetings that are not convened as above shall also be valid if the provisions of Section 2366(4) of the Civil Code are complied with and without prejudice to the right of opposition pursuant to Section 2366 of the Civil Code. The ordinary shareholders’ meeting must be convened at least once a year within 120 days of the end of the financial year, or within 180 days if the company is required to prepare consolidated financial statements or if special requirements relating to the company’s structure and purpose so require.
The Shareholders’ Meeting is chaired by the Chairman of the Board of Directors or, in his stead, by one of the Vice-Chairmen or one of the Managing Directors or another Director designated by the Board; failing which the meeting elects its own Chairman. The chairman of the meeting is assisted by a secretary appointed by the meeting itself from among those present. The shareholders’ meeting may also be held in more than one location, audio and/or video connected, under the following conditions, which shall be noted in the relevant minutes:
In the event that the connection with a member is suspended during the meeting for technical reasons, the meeting shall be declared “suspended” by the Chairman and the resolutions adopted up to the time of suspension shall be considered valid. It is also permitted, within the limits of the law, to vote by correspondence, by means of a letter signed by the shareholder and sent by mail, including electronic mail, or fax, received by the time the meeting begins; in this case, the person casting the postal vote shall be deemed to have taken part in the meeting. The resolutions of the meeting shall be recorded in minutes signed by the chairman of the meeting and the secretary, except in cases where the intervention of a notary is required by law or requested by the chairman of the meeting.
Shareholders entitled to vote may attend the meeting. Members may be represented at the meeting. In this case, the legal provisions in force from time to time shall apply. If the Company has issued Participating Financial Instruments, the respective holders have intervention and voting rights in the shareholders’ meeting within the limits established by Article 5-bis above and by the regulations governing issuance. It is up to the chairman of the meeting to ascertain the regularity of individual representatives and in general the right to attend the meeting.
Shareholders’ Meetings are constituted and deliberate validly with the majorities stipulated in Articles 2368 and 2369 of the Civil Code. In addition to the matters specifically indicated by the Law, the Shareholders’ Meeting resolves on the authorisations requested by the administrative body, pursuant to Art. 2364, Section 1, No. 5, of the Civil Code, in matters of: (a) approval of multi-year investment plans, (b) purchase, sale or spin-off of a company or company branch, (e) incorporation of companies of any kind and consortia, purchase, sale and/or transfer for any reason of shareholdings in other companies or consortia for values exceeding EUR 1,000,000.00 (one million point zero zero). Decisions concerning any share capital increases, the issuance of Participating Financial Instruments as well as decisions concerning points b) and c) above, as well as decisions to liquidate the company are taken with the favourable vote of a majority representing at least 71% (seventy-one per cent) of the votes exercisable at the Shareholders’ Meeting (i.e. the votes due alternatively to Shareholders or Shareholders and holders of Participating Financial Instruments). Resolutions are validly passed by a show of hands, unless a majority requests a roll call vote. Appointments to corporate offices may be made by acclamation, if no Shareholder objects. In the event of the issue of Participating Financial Instruments, and limited to the matters in which the instrument holders have the right to vote, the Shareholders’ Meeting shall pass resolutions with the same majorities as those provided for in the preceding paragraphs, calculated on the basis of the number of votes to which the participants are entitled overall, with the caveat that each share (whether class A or class B) corresponds to one (1) vote, whereas each Participating Financial Instrument shall correspond to a number of votes or fraction of votes to the extent determined (in the Regulations) by the Shareholders’ Meeting that resolves on its issue.
The company is administered by a Board of Directors consisting of nine (9) members, whose term of office lasts for three financial years and who may be re-elected. Should at least four (4) of the Directors elected by the Shareholders’ Meeting resign or for any other reason, the entire Board of Directors shall cease to hold office and shall be deemed to have immediately ceased to hold office. In this case, the Board of Directors must be convened urgently by the Board of Auditors, which may in the meantime carry out the acts of ordinary administration. Directors shall be elected on the basis of lists, containing a maximum of nine (9) candidates, submitted by shareholders, owning alone or jointly with others, at least fifteen per cent (15%) of the share capital. The lists must be deposited at the company’s registered office at least five days before the meeting called for the renewal of the Board of Directors. A curriculum vitae and the declarations in which the candidates accept the candidature and attest, under their own responsibility, the non-existence of causes of ineligibility must be filed together with each list, unless they are candidates who have already held the office of director of the company. In order to determine those elected to the office of director, the following procedure is followed: Six out of nine of the directors to be elected shall be taken from the list obtaining the
highest number of votes cast by the shareholders, in the sequential order in which they are named on the list; the remaining three out of nine directors are taken from the list that obtained the highest number of votes at the Shareholders’ Meeting after the first one; no director is taken from other lists that have fewer votes than the first two. If only one list is presented or admitted, the candidates on that list will be appointed as directors according to the sequential number with which they were named on the list. In the absence of valid Lists, the Meeting shall nevertheless decide on the appointment by the legal majority. If individual directors are to be replaced pursuant to Art. 2386 of the Italian Civil Code, the new directors shall be chosen by taking them, if possible, from the list from which the outgoing ones were taken. In the event of the issuance of participatory financial instruments, the extraordinary shareholders’ meeting, competent to resolve on the matter, shall make the necessary adjustments to this Article to ensure the rights of the holders of such instruments, in accordance with the regulations approved at the same time pursuant to Article 5-bis, with respect to the appointment of directors.
The Board elects a Chairman from among its members and may elect one or two Vice-Chairmen and one or more Managing Directors whose office may also be combined with that of Chairman or Vice-Chairman, determining their powers of signature and representation. The Board elects a secretary, who may be a person from outside the Board.
The Board is convened by the Chairman or his deputy at the registered office or elsewhere whenever he deems it necessary, or when he receives a written request by the majority of the Board members or the Board of Auditors. The Board of Directors is convened by any means that guarantees proof of receipt, to be sent at least three days in advance to each director and each auditor. In cases of urgency, the call may be made by telegram, fax or e-mail with only twenty-four hours’ notice. Even in the absence of a formal call, the meeting of the Board of Directors is considered duly constituted when all Directors in office and all members of the Board of Statutory Auditors are in attendance.
The meetings of the board are chaired by the Chairman or, in his absence, by the Vice-Chairman or, in his absence, by another director designated by the board, who shall appoint a secretary to take the minutes. The Board cannot deliberate unless more than half of the directors in office are present. Resolutions are passed by a majority of votes among the directors present; in the event of a tie, the Chairman’s vote prevails.
The Board of Directors is vested with the broadest powers for the ordinary and extraordinary management of the Company and, more specifically, has the power to perform all acts it deems appropriate for the implementation of the corporate purposes, excluding all acts that the law or the Articles of Association reserve to the Shareholders’ Meeting. The Board may delegate its powers to one or more of its members, determining the content of the delegation within the limits set out in Art. 2381 of the Civil Code. The Board may also appoint directors and attorneys, determining their signatory powers and remuneration, as well as entrust particular tasks to members of the Board. The members of the Board of Directors are reimbursed for expenses incurred in the performance of their duties and tasks, and are paid a fee determined by the Meeting; it is also possible to determine an indemnity for termination of office and to determine the provision for the relevant retirement fund in a manner determined by the shareholders’ meeting. The remuneration of Directors holding special offices in accordance with the Articles of Association is determined by the Board of Directors after hearing the opinion of the Board of Statutory Auditors. The Shareholders’ Meeting may determine an overall amount for the remuneration of all members. Directors, including those holding special offices and/or positions.
SIGNATURE AND COMPANY REPRESENTATION
Signature and legal representation of the Company are vested in: the Chairman of the Board of Directors and, in the event of his absence or impediment, the Vice-Chairman; to the Managing Directors within the limits of the powers conferred on them.
BOARD OF STATUTORY AUDITORS – AUDIT
The Board of Statutory Auditors consists of three (3) statutory auditors and two (2) alternate auditors who meet the requirements of current legislation. The Ordinary Shareholders’ Meeting elects the Board of Statutory Auditors and determines its remuneration. Statutory auditors are eligible for re-election. The Board of Statutory Auditors is appointed on the basis of lists submitted by the shareholders at least five (5) days before the meeting called for its renewal. Shareholders who, alone or together with others, hold a shareholding of at least twenty per cent (20%) of the share capital are entitled to submit a list. Each list shall contain a number of candidates not exceeding the number of members to be elected and shall list the candidates by a sequential number, first the statutory auditors and then the alternate auditors. A curriculum vitae and declarations in which the candidates accept the office and certify, under their own responsibility, that they possess the requisites prescribed by law and that there are no grounds for ineligibility must be filed together with each list, unless they are candidates who have already held the office of auditor of the company. In order to determine those elected to the office of statutory auditor, the following procedure is followed: two statutory auditors to be elected and one alternate auditor shall be taken from the list obtaining the highest number of votes cast by the shareholders, in the sequential order in which they are named on the list; the remaining statutory auditor and the other alternate auditor are taken from the list that obtained the highest number of votes at the Shareholders’ Meeting after the first one; no statutory auditor is taken from other lists that have fewer votes than the first two. The Chairman of the Board of Statutory Auditors is the statutory auditor drawn from the second list that obtained the highest number of votes. If only one list is presented or admitted, the candidates on that list will be appointed as statutory auditors according to the sequential number with which they were named on the list. In the absence of valid Lists, the Meeting shall nevertheless decide on the appointment by the legal majority. In the event of the death, resignation or disqualification of an auditor, the alternate auditor belonging to the same list as the outgoing auditor takes over. In the event of the replacement of the Chairman of the Board of Statutory Auditors, the chairmanship is assumed by the alternate member succeeding the outgoing Chairman. If it is not possible to replace the Board of Statutory Auditors according to the above criteria, a meeting will be convened for the integration of the Board of Statutory Auditors, which will deliberate by majority vote. If the Shareholders’ Meeting has to appoint the Statutory Auditors or Alternate Auditors necessary to complete the Board of Statutory Auditors, it shall proceed as follows: if auditors elected from the majority list are to be replaced, the appointment shall be made by relative majority vote; if, on the other hand, it is necessary to replace auditors designated by the minority, the Shareholders’ Meeting shall replace them by relative majority vote, choosing them, where possible, from among the candidates indicated in the list of which the auditor to be replaced was a member, and in any case in such a way as to respect the principle of minority representation. In the event of the issuance of participatory financial instruments, the extraordinary shareholders’ meeting, competent to resolve on the matter, shall make the necessary adjustments to this Article to ensure the rights of the holders of such instruments, in accordance with the regulations approved at the same time pursuant to Article 5-bis, with regard to the appointment of auditors.
BALANCE SHEET AND PROFITS
The financial year ends on 31 December of each year. The net profit resulting from the balance sheet will be distributed as follows: five per cent (5%) to the legal reserve until it has reached one-fifth of the share capital; dividends to the shareholders in the amount of fifty per cent (50%), unless otherwise resolved by the Ordinary Shareholders’ Meeting of BN passed by a majority of at least seventy per cent (70%) of the capital on first and second call; the remainder of the net profit is at the discretion of the Shareholders’ Meeting, which may allocate it to the shareholders or to the formation and increase of reserves. Dividends not collected within five years from the day on which they become payable shall be time-barred in favour of the Company.
DISSOLUTION AND LIQUIDATION OF THE COMPANY
In the event of the dissolution of the Company, the shareholders’ meeting shall appoint one or more liquidators, granting them all the powers provided for by law and such other wider or more limited powers as it deems appropriate.
The mere status of shareholder constitutes adherence to these Articles of Association.
The domicile of shareholders, for their relations with the company, is that which appears in the shareholders’ register. To this end, any change of address communicated in writing by them must be recorded in the shareholders’ register.
ARBITRATION CLAUSE AND OTHER PROVISIONS
The Court of Genoa – specialised business section – has exclusive jurisdiction over all disputes that may arise between the shareholders, the Holders of Participating Financial Instruments, the Company, the Directors, the Statutory Auditors and the Liquidators, or between any of them respectively on the interpretation or execution of these Articles of Association, or rights and obligations arising from their respective capacities, or from the exercise of their respective duties.
For any other matter not provided for in these Articles of Association, the relevant provisions shall apply. The undersigned Vincenzo Gorgoglione, legal representative, by affixing his digital signature, declares that this electronic document is in conformity with the one transcribed and signed in the company’s books. Declaration in lieu of affidavit made pursuant to Articles 21( 1), 3 8 ( 2), 4 7 (3) and 7 6 of Presidential Decree 445/2000 as amended.