By-Laws

By-laws define the main characteristics and purpose of a company as well as the primary rules for its management. They describe the system of governance and outline the criteria adopted for the composition and division of powers attributed to the different corporate bodies and the relationship between them.

More specifically, by complementing legal provisions, by-laws define the criteria and procedures for identifying the parties that contribute, at the highest level, to the management and control of the company.

The by-laws also describe the rights of shareholders, the means for exercising such rights and their eventual modification by means of a resolution proposal to an Extraordinary Shareholders' Meeting. However, when amendments to the by-laws involve updating the terms in order to comply with legislative changes, the Board of Directors may make such changes by direct resolution.
The Extraordinary Shareholders Meeting held on 29 April 2010 began a modification of the by-laws, which was completed by the Board of Directors on 3 June 2010, in compliance with the provisions of Legislative Decree No. 27/2010, which implemented in Italy the EU Shareholders' Rights Directive (Directive 2007/36/EC). Amendments to the by-laws resulting from this legislative decree have been applied, in compliance with a specific legal provision, from the Shareholders' Meetings called after 31 October 2010.

A copy of the by-laws as from November, 1st 2010 is available below.

For more information regarding the effect on the by-laws of the changes introduced by legislative decree No.27/2010, please refer to Shareholders' Rights.