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The Bylaws define:

  • the name, registered office and term of the company;
  • the company's mission;
  • the structure of the share capital, powers for its increase, special powers reserved to governmental authorities, shareholders’ rights, voting restrictions and resignation possibilities;
  • the Shareholders’ Meeting procedure and the entitlement to participate;
  • the administration and control model adopted and the procedures for the appointment of the Board of Directors and the Board of Statutory Auditors, the regulations for the Board of Directors’ operation, the composition and distribution of the powers of the corporate bodies and the relations among them;
  • the term of corporate activities and the regulations on dividend distribution;
  • the provisions regarding the company’s dissolution and liquidation.

For any issues not otherwise provided in the Bylaws, the provisions of the Italian Civil Code and the applicable laws shall prevail. 

The Bylaws may be amended by resolution of the Extraordinary Shareholders’ Meeting. However, should the amendments be consequent to adjustments to legal provisions or refer to specific matters provided for by law or referred to in the Bylaws, the Board of Directors may approve its own resolution on the matter. 

The latest amendments to the Bylaws were adopted by the Shareholders' Meeting of March 23, 2017. The most pertinent amendment is aimed at supplementing the rules on slate voting for the appointment of the Board of Directors and the Board of Statutory Auditors, in the case that the slate which has obtained the largest number of votes does not have a number of candidates sufficient to ensure that the number of candidates to be elected is reached.

Bylaws in effect (most recent amendment in March 2017)