Article 4 of Law No. 350 of December 24, 2003 (2004 budget law), has amended article 2, Paragraph 1, of Law Decree No. 332 of May 31, 1994, converted into Law No.474 of July 30, 1994 concerning the exercise of the special powers by the Government in "companies directly or indirectly controlled by the State operating in the fields of defence, transports, telecommunications, energy sources and other public services" (the so called Golden Share).
The special powers as per Article 6 of the By-Laws can be summarize as follows:
(a) opposition - and no more approval - as the condition for the exercise of voting right and the other non-asset linked rights and the acquisition of material shareholdings by entities affected by the shareholding limit as set forth in Article 3 of Law Decree 332 of May 31, 1994, converted with amendments into law 474 of July 30, 1994, by which are meant those representing at least 5% of share capital with the right to vote at the ordinary shareholders' meeting or the minor percentage established by the Minister of economy and finance;
(b) opposition - and no more approval - with respect to the subscription of Shareholders' pacts or agreements as per Article 122 of Legislative Decree No. 58 of February 24, 1998, involving at least 5% of the share capital with the right to vote at the ordinary shareholders' meeting or the minor percentage established by the Minister of economy and finance;
(c) veto power with respect to resolutions to dissolve the company, to transfer the business, to merge, to demerge, to transfer the company's registered office abroad, to change the company objects and to amend the by-laws cancelling or modifying the powers indicated in letters (a), (b), (c) or the following letter (d);
(d) appointment of one Board member with no voting rights;
(e) appointment by the shareholders' meeting of the Statutory Auditor in precedence appointed by the Minister of economy and finance.
The action indicated under d) has never been executed.
Glossary
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Last updated on 22/07/09