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Statute
Company name – Head office - Object – Duration
Share capital
Shareholders’ meetings
Board of Directors
Board of Statutory Auditors
Accounting Control
Financial statements and profits
Dissolution and liquidation – Final provisions
Complete Document (110 Kb)ARTICLES OF ASSOCIATION
Part I. NAME - REGISTERED OFFICE - PURPOSE - TERM
Article 1
1. The company is known as "ARNOLDO MONDADORI EDITORE S.p.A." This name can be used in any graphic form.
Article 2
1. The company has its head office in Milan..
2. The Company can open and close down secondary branches, branch offices, agencies and representative and administrative offices wherever necessary, including abroad.
Article 3
The legal residence of shareholders, as far as their dealings with the company is concerned, is the address given in the shareholders' register.
Article 4
1. The purpose of the Company is the manufacture and marketing of publishing and printing products, printing activities and all business activities connected to the information sector.
2.The Company may carry out all commercial, industrial, financial, movable asset and real estate operations, together with those business activities that are deemed by the Board of Directors to be necessary or useful for achieving its corporate purpose, such as the production and sale of paper and paper products and similar and computer processing and multimedia programmes, as well as the purchase, either directly or indirectly, of interests and shares in other companies with objectives that are either similar or connected to its own.
3. The Company may also stand surety and issue real and/or personal guarantees in its own interests and in the interests of affiliated companies and companies that belong to the same Group, with the express exclusion of any financial operations that involve the public and any legally reserved business activities.
Article 5
The duration of the company is established until 31 December 2050 and can be prolonged, with the exclusion of the right of withdrawal for shareholders who do not take part in approving the resolution.
SHARE CAPITAL
Article 6
1. The company' share capital amounts to €67,451,756.32 (sixty-seven million four hundred and fifty-one thousand seven hundred and fifty-six point three two), divided into 259,429,832 (two hundred and fifty-nine million four hundred and twenty-nine thousand eight hundred and thirty-two) shares of a par value of €0.26 (nought point two six) each.
2. The share capital may be increased by the transfer of money, goods in kind or credits.
3. In addition to all other provisions pertaining to this subject, the share capital may be increased by the transfer of money and by the exclusion of option rights up to a limit of 10% (ten per cent) of the existing share capital, on condition that the issue price corresponds to the market value of the shares and that this is confirmed by a report drawn up by the outside auditors. The resolution referring to this point was taken with the quorum indicated in articles 2368 and 2369 of the Civil Code.
4. Without in any way affecting the dispositions contained in article 2441 paragraph eight of the Civil Code, the Shareholders' Meeting, with reference to stock option plans and with resolutions approved by shareholders who represent over half of the share capital, even if the resolution is taken in the second calling of a Shareholders' Meeting, can resolve to increase the share capital up to a maximum limit of 5% of the existing share capital, by the exclusion of option rights and with the authority to determine the share price at a discount compared with the average price of the stock exchange, on condition that it comes within the limits provided for in the stock option plan. The minimum value of each share must not in any case be lower than the higher value between the proportional amount of the shareholders' equity and the par value.
5. The Shareholders' Meeting may delegate the resolutions referred to in the previous paragraph to the Board of Directors, in accordance with article 2443 of the Civil Code.
6. The extraordinary shareholders' meeting of 26 April 2004, following revocation of the previous authorisation granted by the extraordinary shareholders' meeting of 29 April 1999, resolved:
a) to grant the Board of Directors, in compliance with art. 2443 of the Civil Code, the authority to increase the share capital, in one or more stages within a period of five years of the date of the resolution, up to a maximum of €78,000,000(seventy-eight million), by issuing shares, with the authority to establish when necessary the price of the shares, including the share premium, the dividend and the eventual destination of the increase in the share capital to the service of the conversion of bonds, including those issued by third parties either in Italy or abroad, and warrants;
b) without in any way affecting, within the limit referred to in article 23 paragraph 2, the competence of the Board of Directors, as per article 2410 of the Civil Code concerning the issue of non-convertible bonds, to grant the Board of Directors , in compliance with art. 2420 ter of the Civil Code, the authority for a bond issue, in one or more stages within a period of five years of the date of the resolution, that can be converted into shares with a subsequent increase in share capital, for an amount that, taking into consideration the number of bonds in circulation at the time of each issue, does not exceed the limit allowed by law and in any case does not exceed a maximum of €260,000,000 (two hundred and sixty million). The Board of Directors is also invested with the authority to determine the modality, terms, conditions and regulations governing such bond issues.
Article 7
1. The shares are nominative, indivisible and freely transferable.
2. Regulations concerning the representation, legitimation and circulation of company shares pertaining to shares traded on regulated markets are safeguarded.
3. The right to withdrawal is excluded should restraints on the circulation of shares be introduced, modified or eliminated.
Article 8
Any payment of cash by shareholders to the company in the form of loans must be carried out in accordance with the law and with articles 2497 quinquies and 2467 of the Civil code:
in the form of contributions to the capital account and without the right to restitution;
in the form of interest-bearing or non interest-bearing loans with the right to restitution.
SHAREHOLDERS’ MEETINGS
Article 9
1. Shareholders' meetings can be called in either the company's head office or in another location, provided that it is in Italy.
2. Announcements of Shareholders' meetings, for both first and second callings, must include the day, time and location of the meeting together with information about subjects to be discussed. The announcement must contain the same information for any subsequent callings after the second. In the absence of any announcement of a third or subsequent calling, any such calling of a Shareholders' meeting must take place within 30 (thirty) days of the previous calling, with a reduction of the terms contained in the second paragraph of article 2366 of the Civil Code to 8 (eight) days.
The calling must be published in the Gazzetta Ufficiale della Repubblica.
Article 10
1. Ordinary shareholders' meeting called for the approval of the financial statements must be held at least once a year, within one-hundred and twenty days of the closure of the company's fiscal year, or within one-hundred and eighty days if the company is obliged to draw up consolidated financial statements or if the structure and corporate purpose involves particular requirements.
2. The reason for any extension to the time period is given in the Report of the Board of Directors.
Article 11
Shareholders who have requested, at least two days before the meeting, the appropriate certificate from the brokers where the shares are deposited may attend Shareholders' meetings.
Article 12
Each shareholder who is entitled to attend Shareholders' meetings may nominate, in writing, a representative, in accordance with the law.
Article 13
1. Shareholders' meetings are presided over by the Chairman of the Board of Directors or, in the event of his absence, by the Deputy Chairman, if one is nominated, or in his absence by another person elected by the majority of shareholders present, according to the number of votes held.
2. In accordance with the law and at other times when deemed necessary, the Chairman may have the minutes drawn up by a Notary of his choice.
3. If the minutes are not drawn up by a Notary, the Shareholders' meeting nominates a secretary, who may also be a non-shareholder, and, if necessary, by two scrutineers elected from among the shareholders and statutory auditors.
Article 14
1. The Chairman of the Shareholders' meeting is responsible, together with any individuals he may deem necessary to authorise to help, for establishing the right to take part in the meetings, the validity of the authorisation, the identity and the legitimation of those present, as well as for ensuring that the meetings are carried out correctly and for establishing the results of any votes taken. The result of the checks referred to above must be included in the minutes.
2. Ordinary Shareholders' Meetings approve, in accordance with article 2364, point 6 of the Civil Code, that the meetings have carried out their functions in the correct manner.
Article 15
1. The resolutions taken by the Shareholders' Meetings are recorded in the minutes which are signed by the Chairman of the meeting, the secretary and any eventual scrutineers nominated.
2. The authority granted to the Board of Directors to discuss and pass resolution on subjects that according to the law are the competence of extraordinary shareholders' meetings, as referred to in article 23 of the present statute, does not cancel the right of Shareholders' meetings to discuss and pass resolution on the same subjects.
Article 16
The constitution and resolutions of Shareholders' meetings, both ordinary and extraordinary and in first and second calling, are regulated by the provisions of the law.
BOARD OF DIRECTORS
Article 17
1. The Company is run by the Board of Directors composed of between three and fifteen members, who must be in possession of the necessary requirements in accordance with current pro tempo primary and secondary regulations and can be re-elected.
2. Before nominating the Directors, the Shareholders' Meeting determines the exact number of members of the Board and its duration in accordance with the duration limits established by the law.
3. The Board of Directors is nominated by the Shareholders' Meeting on the basis of lists containing the names of a maximum of 15 candidates per list, with each candidate allocated a number. Each candidate can only appear on one list, otherwise they will be disqualified.
Lists can only be presented by those shareholders who have the right to vote and who, either individually or together with other shareholders, represent at least the percentage of the share capital underwritten on the date the lists are presented as established and published by CONSOB in accordance with the regulations contained in resolution 11971 of 14 May 1999 and subsequent modifications and additions (henceforth referred to as "Issuer Regulations"). The exact percentage of the share capital required for the presentation of candidate lists for the election of the Board of Directors is contained in the convocation of the shareholders' meeting called to decide on the nomination of that body.
Each shareholder must not present or vote for more than one list, not even through a third party or a trust company. Shareholders who belong to the same group - meaning in this case the parent company, subsidiary companies and companies jointly controlled - and shareholders who belong to the same shareholders group as per article 122 of Legislative Decree 58/1998 with the objective of holding shares in the issuer cannot present or vote for more than one list, even through a third party or a trust company.
Every list that contains more than seven candidates must identify at least two candidates who have the necessary requisites to be elected Independent Directors, as per Legislative decree 58/1998. The lists must be deposited at the company's head office at least fifteen days before the date fixed for the first calling of the shareholders' meeting called to pass resolution on the nominations for statutory auditors, together with:
a) information about the identity of the shareholders presenting the lists, the percentage of the total shares held and a document testifying to the ownership of those shares;
b) a declaration made by the shareholders presenting the lists and different from those who hold either individually or together with other shareholders a controlling or majority stake, attesting to the absence or presence of business relations with the shareholders, in accordance with the provisions of article 144-quinquies, first paragraph, of the Issuer Regulations;
c) detailed information about the personal and professional characteristics of the candidates, together with a declaration by the candidates that they are in possession of the requisites required by law, that they accept their candidature and, if applicable, that they are in possession of the requisites for independent directors as laid out in article 148, paragraph 3 of Legislative decree 58/1998.
Any list that does not conform to the above requirements will not be voted on.
The nominations for candidates will be made available to the public in accordance with the terms and conditions required by law.
Before opening the voting, the Chairman of the shareholders' meeting will read out any declarations made in accordance with point b) and will invite any shareholders who are taking part in the meeting who have not deposited or cooperated in depositing any lists to declare any business relations they may have, as described above.
If an individual who is linked to one or more shareholders votes for a minority list, that relationship will only become relevant if his vote determines the election of a director.
When counting the votes, any list that does not obtain at least half the number of votes necessary for presenting a list will be discounted.
When the vote has been completed, the votes obtained by the lists are divided up starting from number one up to the number of directors to be elected.
The quotient obtained in this way is then attributed to the candidates on each list, according to the fixed order of the list.
The quotients attributed to the candidates on the various lists are then listed in descending order. Those candidates who obtain the highest number of votes are then elected, up to the number of directors required, bearing in mind that the candidate placed in first place on the second list that obtains the most number of votes and who is neither directly or indirectly linked to the shareholders who presented or voted for the list that obtains the highest number of votes must be elected.
Therefore if this candidate does not obtain the quotient necessary to be elected, the candidate who obtains the lowest quotient from the list that obtains the highest number of votes is not elected and the position of director is awarded to the candidate in first position on the second list that obtains the highest number of votes.
The candidate in first place on the list that obtains the highest number of votes is also nominated Chairman of the Board of Directors.
Should, when completing the full Board of Directors, more than one candidate obtain the same quotient, the candidate from the list that has not already elected any director or that has elected the lowest number of directors is elected.
In cases where none of these lists have elected any directors or where they have all elected the same number of directors, the successful candidate is the one who obtained the most number of votes on those lists.
Should the number of votes and the quotients be the same, the Shareholders' Meeting votes again and the successful candidate is the one who obtains a simple majority of the votes.
If after voting in this way for a Board of Directors with either up to seven or more than seven members at least one or two directors do not have the prerequisites laid down by Legislative Decree 58/1998 for independent directors for quoted companies, the following procedure applies:
a) in the case of a Board of Directors composed of up to seven members, the candidate elected last on the basis of the progressive quotient and who belongs to the first list that obtains the majority of votes is replaced by the first candidate who obtains the lower progressive quotient, satisfies the requirements and is on the same list;
b) in the case of a Board of Directors composed of more than seven members, the two candidates elected last on the basis of the highest number of votes are replaced by the first two candidates who obtain the lower progressive quotient, satisfy the requirements and are on the same list;
c) in the case of a Board of Directors composed of more than seven members where only one of the nominees has the necessary requisites, the second candidate is nominated in accordance with the procedure outlined in point a) above.
4. If only one list is presented, the shareholders' meeting votes on the names contained on that list and if that list obtains the majority as per article 2368 of the Civil Code, those candidates listed in progressive order are elected up until the correct number of directors established by the Shareholders' Meeting has been reached. The candidate indicated in first place on that list is elected Chairman of the Board of Directors. If after voting in this way for a Board of Directors with either up to seven or more than seven members at least one or two directors do not have the prerequisites laid down by Legislative Decree 58/1998 for independent directors for quoted companies, the candidate or the two candidates elected last on the basis of the progressive order of the list when only one list is presented are replaced by either the first or the first two candidates in the lower progressive order who have the necessary requisites and are on the same list.
5. If no lists are presented or if when the lists are voted on the number of candidates elected is lower than the number established by the Shareholders' Meeting, the Board of Directors is nominated or integrated by the Shareholders' Meeting on the basis of a legal majority.
6. If for any reason whatsoever one or more directors resign their position, the remaining directors are responsible for replacing them by co-opting new directors in accordance with article 2386 of the Civil Code, while respecting the minimum numbers of Independent Directors required as per Legislative Decree 58/1998.
The nomination of directors to replace directors no longer in office, including co-opting replacement directors, is carried out on the basis of a legal majority vote, as long as the minimum number of Independent Directors is respected as per Legislative Decree 58/1998.
Article 18
1. The Board of Directors nominates a Chairman from among its members, if this has not already been dome by the shareholders' meeting or if for any reason the Chairman is absent or unavailable, and the Chairman is the legal representative of the company.
2. The Board of Directors may nominate one or more Vice Chairmen who can substitute the Chairman as the legal representative of the company should he be absent or unavailable.
3. The assumption of the power of legal representative of the company by the Vice Chairman attests to the absence or unavailability of the Chairman and exempts third parties from any verification or responsibility of the fact.
4. In the event that more than one Vice Chairman is nominated, the Board of Directors determines the modality for substituting the Chairman.
5. The Board of Directors may also nominate a Secretary, who may not necessarily be a Director.
Article 19
1. The board of Directors meets whenever the Chairman deems it necessary, or when at least two of the Board's members submits a written request.
2. The Chairman has the authority to call meetings in locations other than the company's head office.
3. The convocation is issued by the Chairman of the Board of Directors, the Vice Chairman, the Board of Statutory Auditors or by one of its members , once the chairman of the Board of Directors has been informed by registered letter, telegram, fax or e-mail that must be sent at least five days before the date fixed for the meeting or, in the event of emergency, by telegram, fax or e-mail at least one day before the date fixed for the meeting, to each of the members of the Board of Directors and to each of the Standing Statutory Auditors to the address previously nominated by the addressees. The convocation can also be sent by methods other than the ones listed above.
4. Meetings of the Board of Directors may be held by means of teleconferences and videoconferences, on condition that every participant can be identified by all the other participants and that every participant is able to follow and intervene in real-time during the discussions and can receive, transmit and see all relevant documents. If these conditions are met, the meeting is considered to have taken place where the Chairman and Secretary are located.
Article 20
During meetings of the Board of Directors that take place at least once every three months, the directors and the Board of Statutory Auditors are informed, when appropriate by the various company bodies delegated to do so and with regard to subsidiary companies, about the general operations and their likely future development, the most important economic, financial and property operations, those operations where the directors themselves have a particular interest either on their own behalf or on behalf of third parties and those operations that are influenced by the individual who is responsible for the managing or co-ordinating of the operations themselves. If any special circumstances make it necessary, this report may also take the form of a written report sent to the interested parties.
Article 21
1. In order to ensure that the constitution and resolutions of the Board of Directors are valid, it is necessary that the majority of the Board are present, while in the absence of a convocation it is necessary that all members of the Board and all Standing Statutory Auditors are present.
2. Resolutions are adopted following the favourable vote of the majority of Directors present.
3. The resolutions of the Board of Directors are recorded in written minutes that are signed by the Chairman and Secretary of the meeting.
Article 22
1. If because of resignations or any other reasons half, in the event of an even number, or more than half, in the event of an odd number, of the Directors are not present, the entire Board of Directors is considered to be dissolved. The Board of Statutory Auditors, which is responsible for the ordinary administration of the company until a new Board of Directors is nominated, must call a Shareholders' Meeting as soon as possible in order to nominate a new Board of Directors.
2. In the event of any director no longer satisfying the requirements referred to in article 17 of the company's statute, he is immediately relieved of his position.
Article 23
1. The Board of Directors is granted the widest powers necessary for carrying out the ordinary and extraordinary administration of the company.
2. The Board of Directors is authorised to adopt resolutions concerning the merger, in those cases provided for in article 2505 of the Civil Code, setting up or closure of secondary branches, for which the directors are responsible, the reduction of capital in the case of withdrawal of partners, the adjustment of the statute in order to comply with new laws and the issue of non-convertible bonds within the limits referred to in article 2412 of the Civil Code and in any case up to a maximum of €400,000,000 (four-hundred million), it being understood that only extraordinary Shareholders' meetings have the authority to issue bonds for a total that exceeds that limit. Such Shareholders' meetings also have the sole authority to issue warrants for the underwriting of company shares.
Article 24
The Board of Directors has the authority, without in any way affecting the provisions of article 2381 of the Civil Code, to:
a) nominate an Executive Committee, if the Board of Directors itself has at least seven members, decide on the number of its members and delegate to the Committee its own functions, with the exception of those functions attributed by law to the Board of Directors. If constituted, the Executive committee includes by right - without this resulting in an increase in the number of its members - the Chairman of the Board of Directors, the Vice Chairmen and the Chief Executives, if nominated.
In the event of resignations, the Board of Directors can complete the number of members of the Executive Committee with other Directors, up to the fixed number.
Executive Committee meetings are called and regulated in the same way as meetings of the Board of Directors.
Members of the Executive Committee remain in office for the length of their mandate as directors and;
b) may set up other Committees, which may include individuals who are not members of the Board of Directors, deciding on their remits, powers and eventual remuneration, and establishing their composition and work methods. If the Committees include members from outside the Board of Directors, they are only entrusted with consultative powers;
c) may delegate to one or more of its members, also with the title of Chief Executive, all or part of its own powers;
d) may nominate a Managing Director and one or more Directors, establishing their relative powers, and can award the power of attorney to individuals to carry out specific and collective actions;
e) nominate, in consultation with the Board of Statutory Auditors and with the ordinary majority provided for by this statute, the managers responsible for drawing up company bookkeeping documents referred to in article 154 bis of Legislative Decree 58/1998, from among those managers who have at least three years experience of working in managerial positions connected with administration/accounting and/or finance and/or auditing either with the company or one of its subsidiaries or with another limited company.
The Board of Directors is also responsible for ensuring that those mangers entrusted with the task of drawing up company bookkeeping documents are given all the powers and means necessary to carry out their tasks.
When making these nominations the Board of Directors must ensure that the nominees are in possession of the requisites required by current legislation and by this statue.
The Board of Directors is also responsible for deciding on how long the managers nominated to draw up company bookkeeping documents are responsible for this task;
f) allocate among its members the remuneration established by the Shareholders' meeting for all the directors, and establish the remuneration for those directors entrusted with special duties, in consultation with the Board of Statutory Auditors.
Article 25
The Chairman of the Board of Directors is the legal representative of the company, together with the Vice Chairmen and the Chief Executives, if nominated.
Article 26
1. Directors are paid for expenses incurred as a result of carrying out their duties.
2. The Shareholders' meetings establish the amount of remuneration for all the directors.
3. The Shareholders' meetings may also allocate allowances and other forms of remuneration to the directors.
BOARD OF STATUTORY AUDITORS
Article 27
1. The ordinary shareholders' meeting nominates the Board of Statutory Auditors made up of three standing statutory auditors and two substitute auditors, who are given a three-year mandate which expires on the date of the Shareholders' meeting called to approve the financial statements for the third year of the mandate. The Board of Statutory Auditors are eligible for re-election. All Statutory Auditors must be included in the register of professional auditors at the Ministry of Justice and must have carried out legal audits for a period of at least three years. Statutory auditors must also possess the professional requisites required by current law and the Board of Directors will verify the existence of these professional requisites.
2. The nomination of statutory auditors is based on lists presented by the shareholders and must comply with the following procedure. The lists contain the names of candidates set out in numerical order. Each list is divided into two sections with one for candidates for the position of Standing Statutory Auditors and the other for Substitute Statutory Auditors, while each candidate can only be entered on one list, otherwise they will be disqualified. Each list must contain the name of at least one candidate for the position of standing statutory auditor and one for the position of substitute auditor.
3. Lists can only be presented by those shareholders who either individually or together with other shareholders represent at least the percentage of the share capital underwritten on the date the lists are presented as established and published by CONSOB for the presentation of candidates for election to a board of directors in accordance with the regulations contained in resolution 11971 of 14 May 1999 and subsequent modifications and additions (henceforth referred to as "Issuer Regulations").
The exact percentage of the share capital required for the presentation of candidate lists for the election of the Board of Statutory Auditors is contained in the convocation of the shareholders' meeting called to decide on the nomination of that body.
Each shareholder must not present or vote for more than one list, not even through a third party or a trust company. Shareholders who belong to the same group - meaning in this case the parent company, subsidiary companies and companies jointly controlled - and shareholders who belong to the same shareholders group as per article 122 of Legislative Decree 58/1998 with the objective of holding shares in the issuer cannot present or vote for more than one list, even through a third party or a trust company.
4. The lists must be deposited at the company's head office at least fifteen days before the date fixed for the first calling of the shareholders' meeting called to pass resolution on the nominations for statutory auditors, together with:
a) information about the identity of the shareholders presenting the lists, the percentage of the total shares held and a document testifying to the ownership of those shares;
b) a declaration made by the shareholders presenting the lists and different from those who hold either individually or together with other shareholders a controlling or majority stake, attesting to the absence or presence of business relations with the shareholders, in accordance with the provisions of article 144-quinquies, first paragraph, of the Issuer Regulations;
c) detailed information about the personal and professional characteristics of the candidates, together with a declaration by the candidates that they are in possession of the requisites required by law and by the present statute and accepting their candidature.
Individuals who already hold administrative or management positions over and above the limits established by current legislation cannot be elected statutory auditors.
5. In the event that at the time of the expiry of the fifteen-day period before the date fixed for the first calling of the shareholders' meeting called to pass resolution on the nominations for statutory auditors only one list has been presented, or only lists presented by shareholders who are linked together as per article 144-quinquies of the Issuer Regulations, additional lists may be presented up to the fifth day after that date. In this case the percentage referred to in paragraph 3 above is reduced by half.
6. Any list that does not conform to the above requirements will not be voted on.
7. The nominations for candidates will be made available to the public in accordance with the terms and conditions required by law.
8. Before opening the voting, the Chairman of the shareholders' meeting will read out any declarations made in accordance with point b) and will invite any shareholders who are taking part in the meeting who have not deposited or cooperated in depositing any lists to declare any business relations they may have, as described above.
If an individual who is linked to one or more shareholders votes for a minority list, that relationship will only become relevant if his vote determines the election of a statutory auditor.
9. Election of statutory auditors is carried out as follows: a) two standing statutory auditors and one substitute statutory auditor are chosen, in the same numerical order in which they appear on the list, from the list that obtains the highest number of votes expressed by the shareholders;
b) one standing statutory auditor and one substitute auditor are chosen, in the same numerical order in which they appear on the list, from the list of candidates that obtains the second highest number of votes on condition that they are not linked either directly or indirectly with the shareholders who presented or voted for the list that obtained the highest number of votes.
Should more than one list obtain the same number of votes, the meeting will vote again on the lists in question and the candidates who obtain a simple majority of the votes will be elected.
10. The Chairman of the Board of Statutory Auditors is the first candidate in the section of candidates for the position of standing statutory auditor on the second list that obtained the most number of votes.
11. If only one list is presented, the shareholders' meeting votes on the names contained on that list. If the list obtains the majority as per article 2368 of the Civil Code, the first three candidates indicated in progressive order in the relative section are elected standing statutory auditors and the first two candidates indicated in progressive order in the relative section are elected substitute statutory auditors, while the position of Chairman of the Board of Statutory Auditors is allocated to the first-named person in the section of the list reserved for candidates for the position of standing statutory auditors.
12. If no lists are presented or if when the lists are voted on the number of candidates elected is lower than the number established by the present statute, the Board of Statutory Auditors is nominated or integrated by the Shareholders' Meeting on the basis of a legal majority.
13. If more than one list was presented for voting and it is subsequently necessary to replace one of the auditors, the position will go to one of the candidates from the same list. Should it be necessary to replace the Chairman, the person who replaces him as an auditor will also take over as Chairman of the Board of Statutory Auditors.
When a shareholders' meeting is called upon to nominate standing and/or substitute statutory auditors in order to bring the number of the Board of Statutory Auditors up to the required number, the following procedure is used: if auditors elected from the majority list are to be replaced, the nomination is based on a relative majority without any restrictions on the lists; if the auditors elected from the minority list are to be replaced the meeting elects them based on a relative majority, choosing from candidates on the same list as the original candidates or, if necessary, from candidates on another minority list.
In the absence of candidates from minority lists or of minority lists, the nomination is based on electing candidates from one or more lists, containing a number of candidates not exceeding the number to be elected, presented before the shareholders' meeting in accordance with the provisions contained in the present article about nominating statutory auditors, bearing in mind that no list can be presented (or if they are they cannot be voted on) by reference shareholders or shareholders connected to these shareholders, as defined in the current regulations. Those candidates included on the list that obtains the highest number of votes will be elected.
In the absence of lists presented in accordance with the above, nominations will take place based on a majority vote without any restrictions on lists.
14. Should it be necessary to replace the Chairman, the replacement statutory auditor will also become the new Chairman of the Board of Statutory Auditors.
15. The Shareholders' Meeting determines the remuneration for statutory auditors and the expenses they incur as a result of carrying out their duties.
16. The powers and duties of the statutory auditors are those established by law.
ACCOUNTING CONTROL
Article 28
Audits are carried out by an external auditor whose nomination, duties, powers and responsibilities are governed by the relative laws.
FINANCIAL STATEMENTS AND PROFITS
Article 29
1.1. The company's fiscal year closes on 31 December of every year.
2. At the end of every fiscal year the Board of Directors must draw up the annual financial statement in accordance with the law.
Article 30
1. The net profit shown in the financial statement, minus at least 5% (five per cent) to the legal reserve, unless this reserve amounts to a fifth of the share capital, is allocated pro-quota to the shareholders, unless the Shareholders' meeting resolves to use part of the surplus for the extraordinary reserve or for other reserves or resolves to book all of it or part of it to the following year.
2. The shareholders' meeting may also resolve, in accordance with article 2349 of the Civil Code, the extraordinary allocation of profit by issuing free ordinary shares for a nominal amount corresponding to the amount of profit.
Article 31
The Board of Directors may deliberate the distribution of advance payments of dividends, in accordance with the law.
Article 32
Any dividends not collected by the fifth year after the date they are payable are allocated to the company.
DISSOLUTION AND LIQUIDATION – FINAL PROVISIONS
Article 33
In the event of the company being dissolved, at any time and for any reason, a Shareholders' meeting will resolve the method of liquidation and will nominate one or more liquidators, establishing their powers and remuneration.
Article 34
Anything not expressly included in the present statute is subject to the provisions laid down by the relative laws.
Last updated 10/09/2007