The shares of the Company are freely transferable and the Company’s By-laws does not provide for any pre-emptive rights. However, pre-emptive rights may be provided in a shareholders’ agreement. In addition, Italian law provides for pre-emptive rights in favour of the shareholders (in proportion to their respective shareholdings) for the subscription of newly issued shares and convertible bonds deriving from an increase of the corporate capital approved by the shareholders’ meeting (such pre-emptive right can be excluded only in specific cases).
THE SHAREHOLDERS’ MEETING
The shareholders’ meeting represents the universality of shareholders and the resolutions taken in accordance with the laws and the Company’s By-laws bind all shareholders, even if dissenting, abstaining from voting and/or not attending.
The shareholders’ meeting shall be called whenever the Board of Directors deems it appropriate as well as when required by law but at least once a year or when particular requirements concerning the structure and the object of the Company requires it. The shareholders’ meeting will normally be held in Narni, Italy where the Company has its registered office but may be held at a different location provided that it is held in Italy. Shareholders may attend
from a distance via audio- or video equipment provided that it is deemed appropriate by the Chairman.
The Company shall notify Eminova about a shareholders’ meeting at the earliest six (6) weeks and at the latest four (4) weeks before the date of the shareholders’ meeting. As soon as practically possible hereafter, the Company shall inform the SDR holders about the shareholder’s meeting. Notice shall be given by advertisement in at least one (1) Swedish national newspaper distributed daily. The notification shall include: i) the content of the Company’s notice of the shareholders’ meeting in accordance with applicable law,
ii) the record date for the SDR holders in accordance with section 5, and iii) instructions for SDR holders regarding what measures they must take to be allowed to participate, vote in person or authorize a proxy to vote on behalf of the SDR holder. SDR holders who are registered in the
central securities depository register ten (10) calendar days prior to the meeting and who have notified Eminova, or its representative, no later than five (5) calendar days prior the meeting of their intention to participate in the meeting, shall be entitled to attend and vote for their holdings at the meeting, either in person or by an authorized proxy.
The Swedish bank, where Eminova have opened a deposit on behalf of customers shall, as the registered owner of the Shares, well in advance of the meeting, issue proxies to the SDR holders who, in accordance with these General Conditions, have expressed their intention to participate in
the shareholders’ meeting to Eminova or its representative.
Such proxies shall be sent to the Company together with a record of the SDR holders for which proxies have been issued.
Eminova shall on behalf of the Company send the SDR holders information that it receives from the Company or, if deemed appropriate in the opinion of the Company on a case by case basis, a summary of such information. As a general rule, the information in its entirety will be in Swedish.
If specifically requested by an SDR holder, the Company shall arrange for an annual report to be sent to that person. The Company shall also publically announce stock market information in accordance with First North’s requirements.
The ordinary shareholders’ meeting resolves on the subjects set forth by law or By-laws, including the approval of financial statements and the appointment and remuneration of directors and statutory auditors.
EXTRAORDINARY SHAREHOLDERS’ MEETING
The extraordinary shareholders’ meeting resolves on the subjects set forth by law and notably on the following matters:
a) the amendment of By-laws;
b) the appointment, replacement and the definition of powers concerning receivers;
c) the issuance of financial instruments; and
d) the issuance of convertible bonds.
SHAREHOLDERS’ RIGHTS TO CHALLENGE A RESOLUTION
According to the Company’s By-laws, every absent, dissenting, or abstaining shareholder may challenge a resolution adopted by the shareholders’ meeting that is not compliant with law or the Company’s by-laws.
Under Italian law a challenge must be filed:
1) within 90 days from the date of the resolution (or, if the resolution is subject to registration or filing with the competent Companies’ Register, from the date of such registration or filing);
2) if the resolution concerns the approval of the Company’s financial statements, the challenge must be filed prior to the approval of the financial statements of the subsequent fiscal year;
3) if the resolution is challenged due to the failure to convene the shareholders’ meeting, the absence of meeting minutes or the impossibility or unlawfulness of the resolution:
i. within 3 years from the date of the registration of the resolution in the corporate book (or, if the resolution is subject to registration or filing with the
competent Companies’ Register, from the date of such registration or filing); or
ii. in case of a resolution to increase or decrease the corporate capital, or to issue bonds, within 180 days from the registration of the resolution with the Companies’ Register (or – if the challenge is based on the failure to convene the shareholders’ meeting
– within 90 days from the approval of the financial statements of the fiscal year in which the challenged resolution was implemented);
4) without any limitation in time, in case of a resolution altering the corporate purpose to provide for unlawful or impossible activities.
The challenge is made by means of a writ of summons
addressed to the company and filed at the court of the district where the company has its registered office.
THE RIGHTS, STRUCTURE AND OBLIGATIONS OF THE BOARD OF DIRECTORS
The Board of Directors’ powers to resolve upon certain matters that pertain to the competence of the
shareholders’ meeting, according to article 27, paragraph 2 of the By-laws, does not supersede the general shareholders’ meeting competence, that maintains the power to resolve the relevant matter.
The administrative body is vested exclusively with the management of the Company and is in charge of carrying out the transactions necessary for pursuing the corporate objective, provided that a special authorisation is required in the cases set forth by law. The administrative body is also vested with the following competences:
a) the resolution concerning certain kinds of mergers;
b) the establishment and closing down of secondary offices having fixed representation as well as of any other office, branch or subsidiary, without fixed representation, either in Italy or abroad;
c) the identification of directors to be provided with delegating powers;
d) the reduction of share capital in case of withdrawal of shareholders;
e) ensuring the By-laws are compliant with legal regulations; and
f ) the transfer of the company’s registered office within the national territory.
The Board of Directors may delegate, within certain limits set forth by the Civil Code, part of its responsibilities to one or more of its members determining their powers and remuneration.
The sole director, or the chairman of the Board of Directors and the vice-chairman, shall be vested with the representation powers separately. The managing directors shall have representation powers within the limits of their delegated powers.
The members of the Board of Directors and the sole director are entitled to the reimbursement of the expenses incurred by reason of their office and to receive the remuneration set by the shareholders’ meeting.
The shareholders’ meeting may also determine an overall amount for the remuneration of all
board members; managing directors included. The remuneration of the managing directors as well as of the ones appointed with positions or particular and/or specific roles is established by the Board of Directors, after hearing the opinion of the statutory auditors’ board.
The Italian Civil Code imposes upon the directors of the Company with an obligation to fulfill the duties imposed upon them by law or by the Company’s
By-laws with the necessary and appropriate care considering the nature of the office and each director’s specific skills and expertise. According to Italian law, directors’ duties can be summarized as follows: i) general duties to manage the company with due diligence and pursue the company’s benefit and interest; ii) duties pursuant to specific provisions of laws (e.g. tax, labor, social security, environmental, health and safety laws etc.); iii) specific corporate duties provided by applicable corporate law (e.g.
duty to call the shareholders’ meeting upon certain circumstances).
A director must disclose to the other directors and to the Board of the Statutory Auditors the nature, the terms, the origin and the extent of the interest that he or she has in a certain transaction that the Company is contemplating (as well as interests on behalf of a third party). If the managing director is interested in a certain transaction, he or she must abstain from executing the transaction and submit it to the Board of Directors. The Board resolution must adequately justify the reasons for the transaction and why the transaction is beneficial for the Company.
In case of non-compliance with the above provisions,
or in the case of a Board resolution being adopted with the deciding vote cast by a director having a conflict
of interest, the board resolution may be challenged
– provided that it is detrimental to the Company – by the directors and the statutory auditors within 90 days from the date of the resolution. The challenge cannot be filed by any director who approved the resolution (provided that the director informed the Board of his or her conflict of interest). A director with a conflict of interest is liable for damages to the Company deriving from his or her actions or omissions, as well as for damages resulting from the advantage of information and business opportunities of which he or she had knowledge during the term as director.
The shareholders’ meeting determines the number of board members as well as the Board of Directors’
term of office. The term of office may not exceed three financial years after which the Board of Directors’ may be re-elected. According to the Company’s By-laws the Company may be managed by a sole director or by a Board of Directors consisting of three to eleven members. The Chairman of the Board of Directors, or at least two board members, may request that a board meeting is held. A board meeting is valid if a majority of the elected board members attend and a resolution is duly passed by a majority of those present at the board meeting.
Italeaf is managed by the Board of Directors made up of three members as follows. The Chairman, Stefano Neri, is a non-executive director. According to the
By-laws, in his capacity as Chairman of the Board of Directors, he has the general power to legally represent the Company and the power to call and manage the Board of Directors’ Meeting and the
general shareholders’ meeting. Mrs. Monica Federici is a managing director, whose delegated powers include ordinary and extraordinary transactions not exceeding EUR 200.000,00 each and the power to
carry out all the formalities aimed at incorporating new companies. She is the environmental officer and has responsibility for environmental matters regarding the company. Ivano Emili is an executive director, whose
delegated powers include ordinary transactions not exceeding EUR 200,000.00 each. He is the health and safety coordinator officer, human resources officer and manager for industrial activities and real estate facilities.
The Board of Directors is competent for any other items exceeding the above mentioned amounts.
The Board has not established an internal committee, in consideration of the small size of its administrative body.
THE BOARD OF STATUTORY AUDITORS
The Board of Statutory Auditors monitors compliance with the laws and the By-laws, the principles of correct administration, and the adequacy and effectiveness of the organisation and accounting system adopted by the Company. The Board of Statutory Auditors is an internal independent body, in charge with supervising the Company’s compliance with laws, the By-laws
and the principles of fair business management, in particular with respect to the adequacy of the organizational, accounting and administrative structures of the Company.
The Board of Statutory Auditors is composed of 3 or 5 standing members and at least 2 deputy members.
The members of the Board of Statutory Auditors must meet certain requirements of professional skills and independence. At least one standing and one deputy member must be enrolled with the Auditors’ Register (“registro dei revisori legali”), while the others , if not enrolled with such Register , must be selected among lawyers, accountants, appraisers, labour consultants, or professors of economics or law. Those who have
a parental relationship with the directors of the Company, or of a company belonging to the same group, or have a work or business relationship that may affect their independence with respect to the Company may not be appointed as statutory auditors.
The Board of Statutory Auditors is appointed by the ordinary shareholders’ meeting (except for the first members, who is appointed in the deed of
incorporation), for a term of 3 fiscal years; the term of office expires upon approval of the financial statements relating to the third fiscal year.
An external auditor may be appointed by the validly convened ordinary shareholders’ meeting with the attendance of at least 50% of the corporate capital adopting a resolution by absolute majority (50%+1 vote). Italian law does not provide for the appointment of a special reviewer (Sw. Särskild granskare).
In case an external auditor is not appointed by the Shareholders’ meeting, the Board of Statutory Auditors is also in charge of the audit of the Company’s accounts.
The shareholders’ meeting appoints the Board of Statutory Auditors consisting of three standing and two alternate members. It also appoints the chairman and determines their remuneration for the whole duration of their office.
PREVENTION OF CRIMINAL CONDUCT
The Company has approved procedures aimed at preventing criminal conduct by top management and employees pursuant to Italian Legislative Decree
231/2001, that outlines the direct liability of companies and other legal entities for crimes committed by directors, executives, their subordinates and other subjects acting on behalf of companies or other legal entities, when the unlawful conduct has been carried out in the interest of or to the benefit of the company concerned.
In order to effectively render the compliance with the requirements set forth by the above mentioned Legislative Decree, the Board of Directors of Italeaf approved a Code of Ethics, whose application is extended to any employee of the Company and the
establishment of a Surveillance Body whose members
are the same of the Board of Statutory Auditors, with the task to survey on the adoption, effectiveness and update of the procedures.
This section should be read in conjunction with the Company’s By-laws. The By-laws are the laws established internally by the Company of how the Company is controlled regarding the rights of the Board of Directors, shareholders and managers. These laws are to be followed by the Company, but are subordinated to common law. The By-laws are incorporated by reference to this Company Description.