SHARE CAPITAL AND SHARES

Transcription

1 Article 1 ARTICLES OF ASSOCIATION COMPANY NAME - REGISTERED OFFICE - DURATION - OBJECT 1.1 The company is called Prelios S.p.A.. Article The company has its registered office in Milan. 2.2 It can establish and close secondary offices, agencies, branches and representations elsewhere in Italy and abroad. Article The company duration is fixed as until 31 (thirty-first) December 2100 (twenty-one hundred). 3.2 The extension of the duration does not grant any shareholders not participating in the related resolution the right to withdraw. Article The company has the following object: to promote and participate in real estate investments and operations; to coordinate and manage real estate investments and operations; to assume equity investments in other companies or entities both in Italy and abroad; to loan, technically and financially coordinate the company or entities in which it has an interest. 4.2 More specifically, the company object includes: the purchase, sale, exchange and lease of all types and areas of real estate; the design, construction, demolition and maintenance of buildings and construction works in general; the design and development of reclamation works and urbanisation works; the execution of tenders for said activities, the provision of real estate services. 4.3 The company may also carry out all commercial, industrial, equity and real estate operations necessary or useful to achieve the company object (including the issue of personal guarantees or collateral also in the interests of third parties and the assumption of loans and mortgages) with the specific exclusion of financial activities in the public regard and all other activities reserved in accordance with current legislation. Article 5 SHARE CAPITAL AND SHARES 5.1 The paid-in and subscribed share capital totals 218,877, (two hundred and eighteen million, eight hundred and seventy- seven thousand, six hundred and thirteen euros and fourteen cents), divided up into 841,171,777 shares, without face value. 5.2 In resolutions to increase share capital in exchange for payment, the option right can be excluded in the maximum amount of ten percent of the pre-existing capital, as long as the issue price equates to the market value of the shares and that this is confirmed in a specific report prepared by the company appointed to legally audit the accounts. Article Shares are ordinary and registered. 1

2 6.2 The company may increase the share capital also by means of conferrals other than in cash. The company may also issue categories of shares supplying specific rights, within the limits of that permitted by current pro-tempore legislation. 6.3 Any introduction or removal of constraints concerning the circulation of share securities does not attribute the right to withdraw to any shareholders who did not participate in the approval of the relevant resolution. Article 7 SHAREHOLDERS MEETING 7.1 The meeting can be called in Italy, in the registered offices or elsewhere. The right to attend the meeting and be represented therein is governed by the law and the Articles of Association. 7.2 Ordinary and extraordinary meetings are held on single call. The corresponding resolutions are adopted by the majorities required by law. 7.3 Those who are entitled to vote may be represented by proxy issued pursuant to the methods set forth by the law and current regulations. The proxy may be notified to the Company also in electronic format through alternative recourse to one of the following methods: a) special section on the Company s Internet site, specified by the Company in the notice of calling; b) certified electronic mail sent to the address specified by the Company in the notice of calling. The notice of calling may also be limited to one of the afore- mentioned methods, i.e. the one actually available at the time of the single meeting to which the notice itself is referred. The Company shall appoint, for each shareholders meeting, one or more parties to whom the holder of rights to vote at shareholders meeting may grant a proxy with voting instructions for all or some of the proposals on the agenda. The proxy shall be void with regard to proposals for which no voting instructions were provided. The parties designated, the methods and terms for conferral of the proxies shall be included in the shareholders meeting notice of calling. 7.4 The ordinary meeting must be called within 180 days of the company year-end pursuant to the law. 7.5 Directors shall call a shareholders meeting without delay, in the cases and under the conditions provided for by law, when so requested by shareholders representing at least one twentieth of the share capital. 7.6 Shareholders requesting that a meeting be called shall prepare a report on proposals concerning the subjects to be discussed. The Board of Directors shall make the report prepared by the shareholders available to the public, together with its own evaluations, if any, simultaneously with the publication of the shareholders meeting notice of calling and under the conditions provided for by law. 7.7 Shareholders representing at least one fortieth of the share capital, including jointly, may request, in the cases and within the terms set by law, the supplementation of the list of subjects to be discussed, indicating in their request the additional items proposed by them. 7.8 Notice shall be given of supplements to the agenda submitted pursuant to paragraph 7 of article 7 of these Articles of Association within the legal terms, in the same manner as required for publication of the shareholders meeting notice of calling. 7.9 Shareholders requesting supplementation of the agenda shall prepare and deliver to the Board of Directors, by filing at the Company s registered office, within the deadline for submission of the supplementation request, a report on the subjects that they propose for discussion. The Board of 2

3 Directors shall make the information of the supplementation of the agenda prepared by the shareholders available to the public, together with its own evaluations, if any, simultaneously with the publication of the shareholders meeting notice of calling and under the conditions provided for by law. Article The capacity to exercise the right to vote is disciplined by the current legal provisions on the matter. 8.2 The legitimate right to attend the Shareholders Meeting and the exercise of voting rights is certified by a communication made to the Company through the intermediary authorised in compliance with the accounts in favour of the party with voting rights. 8.3 The disclosure established under paragraph 2 of Article 8 of these articles of association is made by the intermediary on the basis of the evidence in relation to the end of the accounting day of the seventh trading day prior to the date scheduled for the shareholders' meeting. Credit and debit entries made to the accounts after such time shall not be relevant for purposes of the capacity to exercise the right to vote at the shareholders meeting. 8.4 The disclosure established under paragraph 2 of Article 8 of these articles of association must reach the Company by the end of the third trading day prior to the date scheduled for the convening of the shareholders' meeting, or other terms established by applicable regulatory provisions. This is notwithstanding the capacity to attend and vote when the notification referred to in paragraph 2 of article 8 of these Articles of Association is received by the Company after the deadlines indicated in this paragraph, provided that it is by the start of shareholders meeting. Article The regular constitution of the Shareholders Meeting and the validity of the resolutions are governed by law. 9.2 Meetings will be governed by the law and the articles of association in addition to by the Meeting Regulation, approved by resolution of the company's ordinary shareholders' meeting. Article The Shareholders Meeting is chaired, in order, by the Chairman of the Board of Directors, by the Vice Chairman and Chief Executive Officer, where appointed, by a Vice Chairman or by a Chief Executive Officer; if there are two or more Vice Chairmen or Chief Executive Officers, the Meeting is chaired by the most senior member In the event of the absence of the aforesaid persons, the Meeting shall be chaired by another person selected by the Shareholders Meeting with the vote of the majority of capital represented at the Shareholders Meeting The Chairman of the meeting is assisted by a Secretary appointed by the Shareholders Meeting by means of the majority vote of the capital represented in the meeting, who need not be a shareholder; the attendance of the Secretary is not necessary when a notary is appointed to draw up the relevant minutes The Meeting Chairman chairs it and, in accordance with the law and these articles of association, governs its events. To this end, and amongst other duties, the Chairman verifies the validity of the convening of the meeting; ascertains the identity of those in attendance and their right to attend, also by proxy; ascertains the legal number to resolve; directs works, also establishing an alternative order of discussion of the items on the agenda. The Chairman also takes all due steps able to ensure the ordered debate and voting, defining methods and ascertaining results. 3

4 Article The resolutions of the Shareholders Meeting are recorded in minutes signed by the Chairman and by the Secretary of the Shareholders Meeting or by the notary The minutes of the Extraordinary Shareholders Meeting must be drawn up by a notary appointed by the Chairman Copies and extracts not drawn up by a notary will be certified as compliant by the Chairman of the Board of Directors. Article 12 BOARD OF DIRECTORS 12.1 The company is governed by a Board of Directors consisting of from 5 to 19 members. Members shall remain in office for three years (unless otherwise established for a lesser duration by the meeting upon appointment). They may be re-elected The meeting determines the number of members of the Board of Directors. This number shall remain unchanged until otherwise resolved The appointment of the Board of Directors will take place on the basis of lists presented by shareholders in accordance with the following paragraphs. These lists shall specify candidates who must be listed in progressive number order Lists presented by shareholders, signed by those presenting them, must be filed at the company s registered offices and available to any party wishing to view them, at least twenty-five days prior to the date scheduled for the the meeting called upon to resolve on the appointment of the members of the Board of Directors. These shall be made available to the public at the company registered office, website or by another method provided for by Consob regulations at least twenty-one days prior to the date of the shareholders meeting Each member may submit or contribute to the submission of a single list and each candidate may be presented on a single list on pain of disqualification Lists may be submitted only by members who, by themselves or together with other members, are the overall owners of shares representing at least 2 per cent of the share capital with voting rights at the ordinary shareholders meeting or the lesser number required by the regulations issued by the national Commission for companies and the stock exchange, with the obligation to provide proof of ownership of the number of shares needed to submit the lists within the time limit specified for the publication thereof by the Company Together with each list it is necessary to file the acceptances of the candidature of each individual candidate and the declarations whereby they confirm, under their own responsibility, that there are no grounds for ineligibility or incompatibility and that the requirements prescribed for the respective duties exist. Together with the declarations, a curriculum vitæ must be filed for each candidate concerning his/her personal and professional details, indicating the administrative and control positions held in other companies and any appropriate details qualifying him/her as independent, as required for the directors of listed companies, in accordance with the legal and/or the rules laid down by the Company itself. In order to ensure gender balance, in compliance with pro-tempore regulations in force, in each list presented numbering at least three candidates, at least one third (rounded up to the nearest unit if the result is not a whole number) of these candidates must be of the least represented gender. Any changes that may occur until the day in which the Shareholders Meeting is actually held shall be promptly notified to the Company. 4

5 12.8 Any lists presented in breach of these provisions shall be considered as not having been presented All those with voting rights may vote for only one list The election of the Board of Directors shall take place as follows: a) four fifths of the Directors to be elected shall be taken from the list which has obtained the majority of votes cast by those entitled to vote, in the serial order in which they are listed on the said list, with rounding down, in the event of a fractional number, to the lower figure;" b) the remaining Directors shall be taken from the other lists, to which end the votes obtained by the said lists shall be subsequently divided by whole serial numbers from one up to the number of Directors still to be elected. The quotients thus obtained shall be assigned progressively to the candidates of each of these lists, according to the order specified by them respectively. The quotients thus allocated to the candidates of the various lists shall be ranked in a single descending order. Those who have obtained the highest quotients shall be elected. If several candidates have obtained the same quotient, the candidate on the list from which no Director has yet been elected, or from which the lowest number of Directors has been elected, shall be elected. If no Director has yet been elected from these lists or the same number of candidates have been elected from all these lists, the candidate who has obtained the largest number of votes within these lists shall be elected. In the event of a tied vote on the list and a tied quotient, the entire meeting shall take a new vote and the candidate who obtains a simple majority shall be elected The Board of Directors must be appointed in compliance with the pro-tempore gender balance regulations in force. If the application of the list vote system does not ensure the minimum number of directors belonging to the least represented gender laid down by law and/or regulation, the candidate belonging the most represented gender elected indicated with the highest progressive number in the list obtaining the highest number of votes will be replaced by the candidate belonging to the gender least represented not elected from the same list according to the progressive order of submission and so on, list by list, until the minimum number of directors belonging to the least represented gender is complete If the application of the list voting mechanism does not guarantee the minimum number of independent Directors set forth by the rules, the law and/or the regulations, the non-independent candidate elected with the highest progressive number on the list which has received the largest number of votes shall be replaced by the independent candidate not elected on the said list according to the progressive order of submission and so on, list by list, until the minimum number of independent Directors is reached. without prejudice, in any case, to compliance with the balance of genders established by provisions of law and regulations as in force over time For the appointment of Directors, who for any reason are not appointed in accordance with the procedure stipulated herein, the meeting shall resolve on the basis of the majority required by law, without prejudice, in any case, to compliance with the balance of genders established by provisions of law and regulations as in force over time For the appointment of Directors, who for any reason are not appointed in accordance with the procedure stipulated herein, the meeting shall resolve on the basis of the majority required by law, and without prejudice in any case to compliance with gender balance requirements established by protempore provisions of law and/or regulations in force The loss of the independence requirements on the part of a Director shall not constitute grounds for resignation from the post if there remains within the Board of Directors the minimum number of 5

6 members stipulated by the rules, the law and/or the regulations who meet the conditions of independence If, as the result of resignation or for any other reason, more than half of the Directors are not present, the entire Board of Directors shall be deemed to have lapsed with effect from the moment of its reconstitution Until such time as resolved otherwise by the meeting, the Directors shall not be bound by the ban contained in article 2390 of the Civil Code. Article If the meeting has not yet done so, the Board of Directors appoints a Chairman and, if applicable, one or more Deputy Chairmen In the event of the absence of the Chairman, the meeting is chaired, in the following order, by the Deputy Chairman and Chief Executive Officer, where appointed, by a Deputy Chairman or Chief Executive Officer. Where two or more Deputy Chairmen or Chief Executive Officers are in attendance, the most senior in terms of age shall chair the meeting The Board of Directors appoints a Secretary. He/she need not necessarily be a member. Article The Board of Directors is convened by the Chairman or the party acting as Chairman. It may be called to the company's registered offices or elsewhere, as established in the letter of invitation. The Board may be called to meet any time it is deemed to be in the interests of the company to do so, or where written request is presented by one of the Chief Executive Officers or by one fifth of the Directors in office The Board of Directors may also be convened by the Board of Auditors or by each statutory auditor, upon communication to the Chairman of the Board of Directors The Chairman shall notify the items on the agenda of the board meeting in advance and shall ensure that sufficient information on the items to be discussed is provided to all directors, considering the circumstances at hand Notice of Board meetings is given by registered letter, telegram, fax or sent at least five days in advance (or in cases of urgency, at least six hours in advance), to each Director or statutory Auditor However, the Board of Directors may take valid decisions even in the absence of a formal notice, if all its members and all the statutory auditors in office are present Participation in board meetings and meetings of the Executive Committee, where appointed is permitted should the Chairman or party acting as Chairman see the need by means of telecommunication allowing for participation in the debate and granting equal information to all those in attendance Meetings of the Board of Directors or Executive Committee, if appointed are considered as held in the place where both the Chairman and Secretary must be. Article Meetings of the Board of Directors may also be held outside the Company s registered offices, as long as they are held in Italy or countries of the European Union. Article 16 6

7 16.1 Meetings of the Board of Directors are validly constituted where the majority of the Directors in office are in attendance and resolutions are taken by majority of votes cast. In the event of an equal number of votes, the Chairman shall have the casting vote. Article The Board of Directors s resolutions, even if taken during meetings held by telecommunications equipment, shall be entered in the appropriate register; each minute is signed by the Chairman and by the Secretary of the meeting The relevant copies and extracts, not notarised, are certified true by the Chairman. Article The Board of Directors shall be vested with all powers of ordinary and extraordinary company management. It shall have the faculty to carry out all acts deemed appropriate to implementing and attaining the company's business purpose, with no exceptions save those tasks that the law and the Articles of Association reserve to the shareholders' meeting Within the terms of law, the Board of Directors shall be assigned the power to determine mergers and spin-offs, to reduce share capital in the event of shareholder withdrawal, to adapt the Articles of Association to provisions of law, to transfer the Company s registered offices to elsewhere within national territory, and to set up or close secondary offices In case of urgency, related-party transactions of greater or lesser significance, as defined in the procedure for related- party transactions adopted by the Board of Directors of the Company, which are not the responsibility of the shareholders meeting and need not be authorised by it, may also be completed departing from the respective authorisation methods provided for in the procedure, as long as it is under the conditions provided for therein The Board of Directors and the Board of Auditors are informed, also by the appointed organisations, on the activities carried out, on the general trend of operations, on the outlook and most important operations in terms of economics, finances and equity carried out by the company or by subsidiaries. More specifically, the appointed organisations shall report on the operations in which they are involved on their own behalf or on behalf of third parties, or that are affected by the party exercising the management and coordination, where applicable Information is provided in a timely manner and in any case at least once a quarter, during meetings or in writing. Article For the management of company business, the Board of Directors is authorised to delegate the powers it deems appropriate to one or more of its members, potentially qualifying such as Chief Executive Officers and assigning them individual or joint company signature, as deemed most appropriate It may also delegate its attributes to an Executive Committee consisting of some of its members, whose fees will be established by the shareholders meeting It also has the authority to appoint one or more committees with advisory or proposing functions, in order to adapt the corporate go vernance structure to the recommendations issued by the competent authorities from time to time (article 19.3 of the Articles of Association) The Board of Directors appoints a Director responsible for drawing up the company s accounts, having heard the opinion of the Board of Auditors. Without prejudice to revocation for just cause, having consulted with the Board of Auditors, the office of the manager appointed to 7

8 prepare the corporate accounting documents shall expire with that of the Board of Directors that appointed him The manager appointed to prepare the corporate accounting documents must be an expert in administrative, finance and auditing matters and must meet honour requirements established for directors. Loss of these requirements will entail forfeiture of office, which must be declared by the Board of Directors within thirty days of its becoming aware of the fault Finally, the Board of Directors may also appoint General Managers, Vice General Managers, Managers, Vice Managers and representatives for individual deeds or categories of deeds, determining powers and duties. The appointment of Managers, Deputy Managers and representatives for individual deeds or categories of deeds may also be deferred by the Board of Directors to Chief Executive Officers and General Managers. Article Before third parties and in court, the Company and, if appointed, the Deputy Chairman and Chief Executive Officers shall all separately represent the company up to the limits of the powers assigned them by the Board of Directors Each of the afore-mentioned shall in any case have the broadest faculties to bring claims and petitions in court and at any level of jurisdiction, including in appeal and cassation, to present briefs and claims in a criminal setting, to file an appearance as civil party for the company in criminal judgements, to bring claims and petitions before all administrative jurisdictions, to intervene and resist claims and petitions involving the company, to this end awarding all necessary powers of attorney and mandates for the disputes Up to the limits of the powers assigned them by the Board of Directors, the Chairman and, if appointed, the Deputy Chairman and Chief Executive Officers, as well as the Board of Directors itself, are authorised to grant the representation of the company before third parties and in legal proceedings to Managers and, more generally, to employees or third parties. Article In addition to the reimbursement of expenses incurred for reasons of office, members of the Board of Directors receives an annual fee determined by the Shareholders Meeting The remuneration of directors vested with particular duties is determined, on the proposal of the Remuneration Committee, by the Board of Directors after hearing the opinion of the Board of Statutory Auditors. Article 22 BOARD OF AUDITORS 22.1 The Board of Auditors consists of three statutory auditors and two alternate auditors who meet the requirements specified by current legislation and regulations. To this end, it will be considered that matters and sectors of activity strictly related to those of the business, are those specified in the corporate purpose, with specific reference to companies or businesses operating in the field of finance, industry, banking, insurance, real estate and services in general The ordinary meeting elects the Board of Auditors and determines their fees. The minority shall elect one statutory auditor and one alternate auditor Without prejudice to that specified by the third-to-last paragraph of this article paragraph 17 of article 22 of these Articles of Association - in compliance with legislation, the law candidates are listed using a progressive numbering system Each list contains no more candidates than the number of members to be elected. 8

9 22.5 All shareholders who alone, or jointly with other shareholders, represent at least 1.5% of the share capital with voting rights in the ordinary meeting, or the lesser amount required by the regulatory provisions issued by the National Commission for Companies and the Stock Exchange for the presentation of lists of candidates to be appointed to the Board of Directors, will be entitled to present a list. They shall be obliged to prove ownership of the number of shares necessary to presenting lists of auditor candidates within the terms specified by legislation, the law and/or regulations All shareholders may present, or jointly present just one list Lists presented by candidates, signed by those presenting them, must be filed at the company s registered offices and available to any party wishing to view them, at least twenty-five days prior to the date scheduled for the meeting called upon to resolve on the appointment of the members of the Board of Auditors, without prejudice to an extension in the cases permitted by the provisions of law and/or regulations. These shall be made available to the public at the company registered office, website or by another method provided for by Consob regulations at least twenty-one days prior to the date of the shareholders meeting. In any case, without prejudice to any further documentation that may be required by legislation, the law and/or regulations, a curriculum vitae containing the personal and professional characteristics of the parties appointed, specifying any offices of administration and auditing held in other companies, along with the declarations made by candidates to the following effect, must accompany be attached to the lists: accepting their candidature, and certifying, under their own responsibility, the lack of any existence of causes for ineligibility or incompatibility, in addition to the existence of the requirements prescribed by legislation and regulations applicable and by the articles of association for the office. Any changes that may occur until the day in which the Shareholders Meeting is actually held shall be promptly notified to the Company Any lists presented in breach of these provisions shall be considered as not having been presented Each candidate may be included in one list only on pain of ineligibility The lists are divided into two sections: one for candidates for the position of Regular Auditor and the other for candidates for the position of Alternate Auditor. The first of the candidates in each section shall be appointed from those entered in the Register of Statutory Auditors carrying out statutory auditing activities on accounts for a period of not less than three years. In order to ensure gender balance in compliance with pro-tempore regulations in force, each list numbering at least three candidates to the office of statutory auditor must specify, in the first section, the candidate of the least represented gender under the second progressive number and, in the second section, a candidate of the least represented gender in said first section All those with voting rights may vote for only one list The members of the Board of Auditors are elected as follows: a) two regular members and one alternate shall be appointed from the list obtaining the highest number of votes (so-called majority list), in the order in which they are listed in the list itself; b) the remaining regular member and the other alternate member shall be appointed from the list obtaining the highest number of votes at the Shareholders Meeting after the first (so-called 9

10 minority list), in the order in which they are listed in the list itself; if several lists obtain the same number of votes, a further ballot shall be held among such lists by all shareholders present at the Shareholders Meeting, the candidates on the list obtaining the simple majority of votes being elected The Board of Auditors will be chaired by the statutory member specified as the first candidate on the minority list In the event of death, renunciation or forfeiture of an auditor, the alternative belonging to the same list as the one who has ceased their office shall take over the position, in accordance with the progressive order that shall, in any case, ensure compliance with gender balance requirements established by pro-tempore provisions of law and/or regulations in force. However, in the event of the replacement of the Chairman of the Board of Auditors, the chair is taken by the candidate listed in the same list If it is not possible to proceed with the replacements in accordance with said criteria, a shareholders' meeting will be called to supplement the Board of Auditors, which will resolve by relative majority When, pursuant to the paragraph above or pursuant to the law, the Shareholders Meeting has to appoint the Regular Auditors and/or Alternate Auditors necessary to complete the Board of Statutory Auditors, it shall act as follows: if the Auditors elected from the majority list have to be replaced, the appointment shall be made with a relative majority vote without any list limitation, without prejudice in any case to the respect of balance between genders as established by the provisions of law and/or regulations as applicable and in force; if the Auditors elected from the minority list have to be replaced, however, the Shareholders Meeting shall replace them with a relative majority vote, where possible selecting candidates from the list on which the Auditor to be replaced appeared, and in any case in compliance with the need to represent minorities, to whom these articles of association ensure the faculty to participate in appointing the Board of Auditors, without prejudice in any case to the respect of balance between genders as established by the provisions of law and/or regulations as applicable and in force. The principle of necessary minority representation shall be considered as met where auditors at the time proposed on the minority list or on other lists than that which, at the time of appointment of the Board of Auditors had obtained the greatest number of votes, are appointed If only one list has been submitted, the Shareholders Meeting shall vote thereon; if the list obtains a relative majority, the candidates indicated in the respective section of the list shall be elected Regular Auditors and Alternate Auditors; the Board of Statutory Auditors shall be chaired by the person indicated first in the aforesaid list For the appointment of auditors, who for any reason are not appointed in accordance with the procedure stipulated herein, the meeting shall resolve on the basis of the majority required by law, without prejudice, in any case, to compliance with the balance of genders established by provisions of law and regulations as in force over time Auditors leaving their office can be re-elected Participation in meetings of the Board of Auditors should the Chairman or party acting as Chairman see the need by means of telecommunication allowing for participation in the debate and granting equal information to all those in attendance. Article 23 FINANCIAL STATEMENTS - ALLOCATION OF PROFITS 23.1 The company s year ends on 31 December of each year. Article 24 10

11 24.1 The year s profits will be allocated as follows: 5% (five percent) allocated to the legal reserve fund until such time as this has reached one fifth of the capital and the remainder, unless otherwise resolved by the shareholders meeting, divided up between the shareholders, proportionally to the shares held by each is by the start of shareholders meeting Any dividends not cashed within five years of the date on which they become demandable, are prescribed in the company's favour Where legal conditions are met, the company may distribute advances on dividends. Article 25 GENERAL PROVISIONS 25.1 Shareholder domiciles, with regards to all their relations with the company are, to all legal intents and purposes, as recorded in the register of shareholders. Article Any aspects not regulated by these articles of association shall be submitted to provisions of law. 11