Name - purpose - registered office - duration of the company
Name - purpose - registered office - duration of the company
A Joint Stock Company is in existence under the name: “BN DI NAVIGAZIONE S.P.A.”
The company’s purpose is to undertake shipowning activities regulated by the Navigation Code, including maritime forwarding activities, assuming agencies and representations of Italian and foreign maritime and air companies; the maritime activity of the company 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 containers or third-party containers; the activity is also extended to complementary land transport to ensure intermodal transportation; travel agency and ticketing activities (for air, maritime, and land transport) and all related activities, tour operator, event organization; the company can also carry out port operations, such as loading, unloading, transshipment, storage, movement of goods and any other material, carried out within the port area; the company can also directly carry out any of the aforementioned tourist activities; the company can provide food and beverage services on board the ships it manages and engage in retail trade of various goods; the company can also edit, print, and distribute brochures to promote its business activities, as well as on behalf of third parties, the design and production of advertising products and services using any graphic and audiovisual techniques, without any specific form limitations, and manage and market them. To better achieve its corporate purpose and, in any case related to it, the Company may, among other things, act as a principal and/or agent, carry out any movable, immovable, industrial, commercial, financial operation in its own name; conclude mortgages, provide and receive guarantees of any kind, including on behalf of third parties, also real ones, and, in particular, by creating mortgages on company-owned properties, issue negotiable instruments, provide guarantees and sureties, acquire stakes and interests in other companies and/or Page 1 activities, including participation in their formation, excluding any insurance and public savings collection operations as per Legislative Decree 1 September 1993 no. 385, except exclusively as possible according to the resolution of 3 March 1994 of the Interministerial Committee for Credit and Savings and future related regulations.
The Company has its registered office in Portoferraio (LI). The Administrative body may establish secondary offices, transfer the registered office within the said Municipality, as well as establish and abolish operational local units (such as branches, subsidiaries, offices, warehouses, agencies, and representations) anywhere. On the other hand, it is the shareholders, gathered in assembly, who decide the transfer of the registered office to a different municipality than the one mentioned above.
The duration of the Company is set until 31 December 2050, unless extended by resolution of the assembly.
Share Capital – Shares – Withdrawal
The company’s share capital is EURO 1,000,000.00 (one million point zero zero) and is divided into 1,000,000 (one million) shares, each with a nominal value of EURO 1.00 (one point zero zero). Each share carries one vote. The shares are divided into “A” category shares and “B” category shares. “A” category shares are ordinary shares. “B” category shares, regarding the distribution of dividends, have the right to receive, in addition to the dividends due to them, an increase in the same dividend equal to the income tax saved by BN di Navigazione S.p.A. by using tax losses accrued up to 31.12.2012. On that date, unused tax losses amounted to EURO 9,522,297.00 (nine million five hundred twenty-two thousand two hundred ninety-seven point zero zero), and the related taxes amounted to EURO 2,618,632.00 (two million six hundred eighteen thousand six hundred thirty-two point zero zero). This increase will result in a corresponding reduction in the dividend to be distributed to “A” and “B” category shares. Therefore, the dividends of “B” category shares will be increased for as long as it takes to recover the income tax savings the company will have made on the overall taxable amount of Euro 9,522,297.00 (nine million five hundred twenty-two thousand two hundred ninety-seven point zero zero), and even after the financial years in which such savings will have occurred within the company, provided that dividends have not been distributed in a sufficient amount, and at the end of this period, “B” category shares will automatically convert into “A” category shares, with their nominal value remaining unchanged. The share capital may be increased in compliance with current regulations, including by means of contributions in kind and credits. The company may obtain loans and deposits from shareholders, with or without an obligation to repay, in accordance with current regulations. Article 5-bis The company, in return for (a) contributions or (b) subordinated loans received from shareholders or third parties, may issue participatory financial instruments, endowed with financial and also administrative rights, pursuant to art. 2346, paragraph 6, Civil Code. Participatory financial instruments may be issued with the conversion clause into shares. The resolution to issue participatory financial instruments falls under the jurisdiction of the extraordinary assembly. It determines the nominal value, the characteristics, and the conditions for subscribing to the securities. The extraordinary assembly also approves the issuance regulation for participatory financial instruments. This regulation defines, for each issuance, the content of the securities and establishes the rights and obligations related to them, the rules and procedures for subscribing to and trading them, and governs the organization of their registers. The placement of participatory financial instruments is under the jurisdiction of the administrative body. In case the conversion into shares is provided for, participatory financial instruments must be offered to shareholders in proportion to the shares they hold, in accordance with art. 2441 Civil Code. In the case of issuing participatory financial instruments in exchange for contributions, these are not subject to repayment, except following the dissolution of the company and the full satisfaction of the company’s creditors; in this case, they will participate proportionally with the shares in the distribution of any remaining liquidation surplus. The regulation may provide for the possibility of redemption by the issuer, determining the methods and conditions in compliance with legal provisions. The total amount of contributions received by the company is recorded in a specific reserve called “Reserve for participatory financial instrument contributions.” In the case of issuing participatory financial instruments against subordinated loans, the relevant resolution establishes the duration of the financing and the repayment date. The securities will be repaid at maturity, provided there are sufficient funds to fully pay the other company creditors; in the event of voluntary liquidation or submission to bankruptcy procedures, they will be repaid on a residual basis and only after the full satisfaction of the company’s other creditors. The total amount of the financing received is recorded in a specific liability item in the balance sheet. Participatory financial instruments, regardless of how they are issued, do not entitle holders to periodic interest or remuneration of the investment or financing. They only grant, under the same conditions as ordinary shares, the right to a share of the net profits resulting from the regularly approved financial statements, of which the distribution has been resolved, or from the reserves formed by setting aside such profits. Participatory financial instruments, regardless of how they are issued, share in operating losses on an equal footing with ordinary shares. In the case of issuance in exchange for contributions, the corresponding “Reserve” must be used to cover losses, after the other reserves have been exhausted but before the legal reserve, in proportion to the reduction to be made on the share capital. In the case of issuance in exchange for subordinated loans, the corresponding liability item must be reduced, using the related surplus to pre-emptively cover the loss for the fiscal year, again in proportion to the reduction to be made to the share capital for the purpose of absorbing it. Participatory financial instruments do not grant holders the right to intervene or vote in the ordinary or extraordinary assembly of the company’s shareholders, except for resolutions concerning: (i) high administrative acts as explicitly listed in the following Article 11, letters b) and e), the economic-financial plans and strategic operations for which the bylaws require the assembly’s authorization pursuant to art. 2364, paragraph 5, Civil Code; (ii) capital operations and extraordinary operations. Holders of participatory financial instruments also have the right to appoint a non-executive administrator and an effective auditor through prior majority approval, in a separate assembly, of the decision to appoint a non-executive member of the board of directors and a member of the audit committee. The company’s ordinary assembly takes note of and approves these appointments in the appointment resolutions. The right to vote is granted to participatory financial instruments on equal terms with shares. The assembly that resolves to issue participatory financial instruments also determines the number of votes assigned to each instrument in assemblies called to deliberate on matters in which the holders of participatory financial instruments have the right to vote. Holders of participatory financial instruments have the right to appoint a non-executive administrator and an auditor in accordance with the issuance regulation and under the conditions established therein. In no case are holders of participatory financial instruments, even if dissenting from the resolutions envisaged by this paragraph, entitled to withdraw. Holders of participatory financial instruments convene in a special assembly to deliberate on the following matters: 1. Appointment of the common representative; 2. Approval of resolutions of the general assembly that directly or indirectly prejudice the rights inherent to participatory financial instruments; 3. Matters of common interest to the holders of the securities. In the case of participatory financial instruments issued against subordinated loans, the special assembly also deliberates on the company’s proposals for a composition with creditors pursuant to art. 2415, paragraph 1, no. 3, Civil Code. The provisions of art. 2376 Civil Code apply, insofar as compatible, and, with regard to participatory financial instruments of a similar bond nature, arts. 2411 and following Civil Code. Participatory financial instruments are represented by nominative securities that are freely transferable, following the same limits and procedures established for the circulation of shares under the subsequent provisions.
The representative certificates of the participatory financial instruments are made up of paper certificates issued by the company and signed by the legal representative, subject to fractionalization or grouping upon request of legitimate holders. Transfers and encumbrances on the certificates must be recorded. The company’s administrators establish the register of participatory financial instruments issued by the company. It lists, in relation to each issue, the number and nominal value of the certificates, the names of the holders, as well as the transfers made and the encumbrances established. Registration in the aforementioned Register is a condition for the legitimacy of exercising the financial and administrative rights attributed to participatory financial instruments. Where the participatory financial instruments grant the bearer the right to convert them into shares, upon their request or upon the request of the issuing company, the resolution of issuance and the related Regulations shall establish: 1. The ordinary periods during which conversion can take place; 2. The modalities of the conversion request by the holders; 3. The modalities of the conversion request by the issuing company, if provided; 4. The exchange ratio of participatory financial instruments into shares; 5. The cases in which holders of the certificates are granted the right of early conversion and the relevant modalities; 6. The mechanisms for adjusting the exchange ratio in case of capital operations and extraordinary operations, grouping and splitting of shares, and other corporate events that may affect the financial and administrative rights related to the certificates; 7. The effective date of conversion. The provisions of Article 2420-bis apply, to the extent compatible. In case of issuance of participatory financial instruments convertible into shares at the request of the certificate holders or the company, the company simultaneously resolves to increase the share capital to an extent corresponding to the shares to be allocated in conversion, following the exchange ratio. Participatory financial instruments convertible into shares have a preemptive right, under the same conditions as shares and convertible bonds in circulation and in proportion to the exchange ratio, in case of the issuance of new shares, convertible bonds, and other similar securities. The provisions of Article 2441 apply, to the extent compatible. Shares are nominative and indivisible and cannot be pledged, conventionally provided as collateral, subject to usufruct, except with the consent of the majority of the ordinary shareholders’ meeting. Shares are transferable by deed among the living, provided that the preferential right of the other shareholders is respected. To this end, the shareholder wishing to sell their shares shall send a registered letter with acknowledgment of receipt or a certified electronic mail to the Board of Directors represented by the Chairman, a Vice Chairman, or a Managing Director, offering the sale, including the price, terms and conditions of payment, and other conditions. The Chairman of the Board of Directors, or in their absence, the Vice Chairman, or a Managing Director, shall notify the company’s shareholders, through the means mentioned above, of the details of the offer within twenty days of receiving the registered letter or certified email from the selling shareholder. Shareholders wishing to exercise the preferential right at the same price and under the same conditions must notify the Board of Directors represented by the Chairman, a Vice Chairman, or a Managing Director, through registered letter with acknowledgment of receipt or certified email, within twenty days of receiving the previous communication, failing which they will lose all rights. The Chairman of the Board of Directors, and in their absence, the Vice Chairman, or a Managing Director, must proceed to allocate the shares subject to the sale to all shareholders wishing to purchase them, in proportion to the shares already held, communicating the preference exercised by the shareholders to the selling partner within the following thirty days. Only when the Board of Directors has responded negatively or has allowed the specified thirty-day period to elapse without responding, may the selling shareholder freely transfer their shares to third parties. In case of disagreement regarding the interpretation and application of this article, recourse shall be made to the Arbitrator provided for in Article 21 of this statute. The above constraint shall be annotated on the share certificates.
Shareholders have the right to withdraw only in cases provided for by mandatory legal provisions. Therefore, any withdrawal right arising from derogable legal provisions must be expressly excluded. The withdrawal is deemed exercised on the day the communication is received by the administrative body. The provisions of Articles 2437-bis, 2137-ter, and 2437-quater of the Civil Code apply to withdrawal.
Ordinary and extraordinary meetings deliberate on the matters reserved for them by law and this statute. The meeting is convened at the company’s registered office or elsewhere, provided it is within the European Union, through a notice containing the list of matters to be discussed, the date, time, and location of the meeting, sent by registered letter, or by any other means that provides proof of receipt, at least eight days before the meeting. Furthermore, the meeting can also be convened by notice published in the Official Gazette of the Italian Republic at least fifteen days before the meeting in accordance with the law. In the same notice, the date for a possible second meeting may be set if the first one is unsuccessful. Nevertheless, meetings convened otherwise shall be valid if the provisions of Article 2366, paragraph 4 of the Civil Code are complied with, and the right of opposition under Article 2366 of the Civil Code is reserved. The ordinary meeting must be convened at least once a year within 120 days from the end of the fiscal year, or within 180 days if the company is required to prepare a consolidated financial statement or if specific needs related to the structure and object of the company require it.
The Assembly is chaired by the Chairman of the Board of Directors, or in their absence, by one of the Vice Chairmen, or by one of the Managing Directors, or by another Director designated by the Board; in the absence of the above, the meeting elects its own Chairman. The Chairman of the meeting is assisted by a secretary appointed by the meeting from those present. The shareholders’ meeting may also take place in multiple locations, audio and/or video connected, under the following conditions, which must be recorded in the respective minutes: – that the Chairman and the secretary of the meeting are present in the same location and will ensure the preparation and signing of the minutes; – that the Chairman of the meeting is allowed to verify the identity and legitimacy of the participants, regulate the conduct of the meeting, ascertain and declare the results of the vote; – that the participants are allowed to participate in the discussion and the simultaneous vote on the items on the agenda, as well as view, receive, and transmit documents; that the recording entity is able to adequately perceive the events of the meeting that are subject to recording. In the event that during the meeting, for technical reasons, the connection with a shareholder is suspended, the meeting will be declared “suspended” by the Chairman, and the resolutions adopted up to the time of suspension will be considered valid. Furthermore, within the limits of the law, voting by correspondence is allowed, by means of a letter signed by the shareholder and sent by mail, electronic mail, or fax, received before the time of the opening of the meeting; in this case, those expressing their vote by correspondence are considered to have participated in the meeting. The deliberations of the meeting are recorded in a report signed by the Chairman of the meeting and the secretary, unless the intervention of a notary is required by law or requested by the Chairman of the meeting.
Only the shareholders with the right to vote may participate in the meeting. Shareholders may be represented at the meeting. In this case, the provisions of the applicable law at the time apply. If the company has issued Participatory Financial Instruments, the respective holders have the right to participate and vote at the meeting within the limits set by the previous Article 5-bis and the issuance regulations. The Chairman of the meeting shall verify the regularity of individual proxies and the right to participate in the meeting.
The meetings are validly constituted and resolved with the majorities required by Articles 2368 and 2369 of the Civil Code. In addition to the matters specifically indicated by the law, the Assembly deliberates on authorizations requested by the administrative body, pursuant to Article 2364, paragraph 1, no. 5, Civil Code, regarding: (a) approval of multi-year investment plans, (b) purchase, sale, or demerger of a company or business unit, (c) the establishment of companies of any kind and consortia, the purchase, sale, and/or transfer for any reason of interests in other companies or consortia for amounts exceeding EUR 1,000,000.00 (one million point zero zero). Decisions concerning any increases in share capital, the issuance of Participatory Financial Instruments, and decisions regarding points b) and c) above, as well as decisions on the liquidation of the company, are made with the favorable vote of a majority representing at least 71% (seventy-one percent) of the votes exercisable at the Assembly (i.e., the votes alternatively belonging to the Shareholders or to the Shareholders and the holders of Participatory Financial Instruments). Decisions are validly made by a show of hands unless the majority requests a roll-call vote. Appointments to corporate offices can be made by acclamation if no shareholder opposes it. In the case of the issuance of Participatory Financial Instruments and only with regard to the matters in which the holders of the instruments have voting rights, the Assembly shall deliberate with the same majorities as provided in the preceding paragraphs, calculated based on the number of votes overall assigned to the participants. It should be noted that each share (both of category A and category B) corresponds to one (1) vote, while each Participatory Financial Instrument corresponds to a number of votes or a fraction of a vote as determined (in the Regulations) by the Assembly resolving on their issuance.
The company is administered by a Board of Directors composed of nine (9) members, who serve for three terms and are eligible for re-election. If at least four (4) of the Directors elected by the Assembly cease their office due to resignation or any other cause, the entire Board will be considered immediately invalidated. In this case, the Board of Directors must be urgently convened by the Board of Auditors, which can perform acts of ordinary administration in the meantime. The election of the directors is based on lists containing a maximum of nine (9) candidates, submitted by shareholders who, on their own or together with others, own at least fifteen percent (15%) of the share capital. The lists must be deposited at the company’s registered office at least five days before the assembly convened for the renewal of the Board of Directors. Together with each list, unless the candidates have already held the position of director in the company, a curriculum vitae and statements in which the candidates accept the candidacy and certify, under their responsibility, the absence of disqualifying reasons must be deposited. To determine the elected directors, the following procedure is followed: a) From the list that receives the highest number of votes from shareholders, six out of nine of the directors to be elected are selected in the order in which they are listed on the list; b) The remaining three out of nine directors are selected from the list that receives the highest number of votes at the Assembly after the first one; c) No director is selected from other lists that have received fewer votes than the first two. If only one list is presented or admitted, the candidates from that list will be appointed as directors within that list, in the order in which they are listed on the list. In the absence of valid lists, the assembly will decide on the appointment with the legal majority. When it is necessary to replace individual directors as provided for in Article 2386, new directors will be selected, if possible, from the list from which the outgoing directors were selected. In case of the issuance of participatory financial instruments, the competent extraordinary assembly shall make the necessary adjustments to this article to ensure the rights of the holders of such instruments, in accordance with the regulations approved concurrently pursuant to Article 5-bis, regarding the appointment of directors.
The Board elects from among its members a Chairman and may elect one or two Vice Chairmen and one or more Delegated Administrators, whose position can also be combined with that of Chairman or Vice Chairman, specifying their powers of signature and representation. The Board elects a Secretary who may be a person outside the board.
The Board is convened by the Chairman or by a person designated by him/her at the registered office or elsewhere whenever he/she deems it necessary or upon receipt of a written request from the majority of the Directors or the Board of Auditors. The convening of the Board of Directors is made using any means that provides proof of receipt, to be sent at least three days before the meeting to each director and each auditor. In cases of urgency, the meeting may be convened by telegram, fax, or certified electronic mail with a notice of only twenty-four hours. Even in the absence of a formal summons, the meeting of the Board of Directors is deemed duly constituted when all the Directors in office and all the members of the Board of Auditors participate in it. Board meetings can also be held by audioconference or videoconference, under the following conditions, which will be recorded in the respective minutes: – that the Chairman and the secretary of the meeting are present in the same place and will ensure the preparation and signing of the minutes; – that the Chairman of the meeting is allowed to verify the identity and legitimacy of the participants, regulate the conduct of the meeting, ascertain and declare the results of the vote; – that the participants are allowed to participate in the discussion and the simultaneous vote on the items on the agenda, as well as view, receive, and transmit documents; that the recording entity is able to adequately perceive the events of the meeting that are subject to recording. Board meetings are chaired by the Chairman or, in his/her absence, by the Vice Chairman or, in his/her absence, by another director appointed by the Board itself, who will appoint a secretary to draw up the minutes. The Board cannot deliberate unless more than half of the directors in office are present. Decisions are made by a majority of the votes of the directors present; in the event of a tie, the Chairman’s vote prevails.
The Board of Directors is invested with the broadest powers for the ordinary and extraordinary management of the Company, and, more specifically, it has the authority to carry out all acts it deems necessary to achieve the corporate purposes, excluding all acts reserved for the assembly by law or the articles. The Board may delegate its powers to one or more of its members, specifying the content of the delegation within the limits provided for by Article 2381 of the Civil Code. The Board may also appoint managers and attorneys, specifying their signing powers and remuneration, as well as entrust specific tasks to members of the Board itself. Members of the Board of Directors are entitled to reimbursement of expenses incurred in carrying out their mandate and duties, and they may also receive compensation determined by the Assembly. It is also possible to determine compensation for the termination of office and establish a related severance fund with modalities established by the shareholders’ meeting. The remuneration of Directors holding particular positions in accordance with the Bylaws is determined by the Board of Directors, after consulting the Board of Auditors. The Assembly may determine a total amount for the remuneration of all Directors, including those holding particular positions and/or assignments.
SIGNATURE AND CORPORATE REPRESENTATION
The signature and legal representation of the Company belong to the Chairman of the Board of Directors and, in case of his/her absence or impediment, to the Vice Chairman; to the Delegated Administrators within the limits of their powers.
BOARD OF AUDITORS – ACCOUNTING CONTROL
The Board of Auditors consists of three (3) effective auditors and two (2) substitutes who meet the requirements of current regulations. The ordinary assembly elects the Board of Auditors and determines their compensation. Auditors are eligible for re-election. The appointment of the Board of Auditors is based on lists submitted by shareholders at least five (5) days before the assembly convened for its renewal. Shareholders who, on their own or together with others, own at least twenty percent (20%) of the share capital have the right to submit a list. Each list contains a number of candidates not exceeding the number of members to be elected and lists the candidates in a progressive number, first the effective auditors and then the substitute auditors. Together with each list, unless the candidates have already held the position of auditor in the company, a curriculum vitae and statements in which the candidates accept the position and certify, under their responsibility, the possession of the legal requirements and the absence of disqualifying reasons must be deposited. To determine the elected auditors, the following procedure is followed: a) Two effective auditors and one substitute auditor to be elected are selected from the list that receives the highest number of votes from shareholders in the order in which they are listed on the list; b) The remaining effective auditor and the other substitute are selected from the list that receives the highest number of votes at the Assembly after the first one; c) No auditor is selected from other lists that have received fewer votes than the first two. The effective auditor selected from the second list that received the most votes becomes the Chairman of the Board of Auditors. In the event of the presentation or admission of only one list, the candidates from that list will be appointed as auditors within that list, in the order in which they are listed on the list. In the absence of valid lists, the assembly will decide on the appointment with the legal majority. In the case of death, resignation, or forfeiture of an auditor, the substitute belonging to the same list as the outgoing auditor takes over. In the event of the replacement of the Chairman of the Board of Auditors, the presidency is assumed by the substitute member who has succeeded the outgoing Chairman. If it is not possible to proceed with the replacement according to the criteria mentioned above, a meeting for the integration of the Board of Auditors will be convened, and it will decide by a majority. If the Assembly needs to appoint effective or substitute auditors to complete the Board of Auditors, the following procedure is followed: if it is necessary to replace auditors elected on the majority list, the appointment will be made by relative majority vote; if, instead, it is necessary to replace auditors appointed by the minority, the assembly will replace them with a relative majority vote, choosing them, if possible, from the candidates indicated in the list from which the outgoing auditor came, and in any case, in a way that respects the principle of minority representation. In the case of the issuance of participatory financial instruments, the competent extraordinary assembly will make the necessary adjustments to this article to ensure the rights of the holders of such instruments, in accordance with the regulations approved concurrently pursuant to Article 5-bis, regarding the appointment of auditors.
BALANCE SHEET AND PROFITS
Page 13 of 15 The fiscal years close on December 31 of each year. The net profits resulting from the balance sheet will be distributed as follows: – to the legal reserve in an amount equal to five percent (5%) until it reaches one-fifth of the share capital; – to the dividends of the shareholders in an amount equal to fifty percent (50%), unless otherwise resolved by the ordinary assembly of BN with a majority of at least seventy percent (70%) of the capital on the first and second call; the remaining part of the net profit is at the disposal of the Assembly, which may allocate it to the shareholders or to the formation and increase of reserves. Dividends not collected within five years from the day they are due will be prescribed in favor of the Company.
DISSOLUTION AND LIQUIDATION OF THE COMPANY
In the event of the dissolution of the Company, the assembly shall appoint one or more liquidators, granting them all the powers of the law and any other wider or more limited powers that it deems appropriate.
The status of a shareholder constitutes, by itself, adherence to these bylaws. For their relationships with the company, the domicile of the shareholders is as recorded in the shareholder register. To this end, any change of address communicated in writing by the shareholders must be noted in the shareholder register.
ARBITRATION CLAUSE AND OTHER PROVISIONS
For all disputes that may arise between the shareholders, Holders of Participatory Financial Instruments, the Company, the Directors, the Auditors, and the Liquidators, or between some of them, respectively, concerning the interpretation or execution of these bylaws or the rights and obligations arising from their respective statuses or the exercise of their respective functions, the exclusive jurisdiction of the Genoa Court – specialized section for business matters is established.
For all other matters not provided for in these bylaws, the laws in force shall apply. The undersigned Vincenzo Gorgoglione, the legal representative by means of affixing his digital signature, declares that this electronic document is in conformity with that transcribed and signed in the company’s records. Substitutive declaration of a public deed made in accordance with Articles 21, paragraph 1, 38, paragraph 2, 47, paragraph 3, and 76 of DPR 445/2000 and subsequent amendments.