BY-LAWS OF ASTALDI S.p.A.
Title I
Name - Purpose - Registered Office - Duration
ART. 1
The Company's name is:
"ASTALDI Società per Azioni", in short "Astaldi S.p.A."
ART. 2
The company's purpose is the building activity in general,
carrying out public and private works, taking on and operating
works including those under concession, taking on, performing,
and operating plant engineering activities, and carrying out
studies, design, and consulting activities.
The Company's purpose further includes the execution,
construction, erection, supply, installation, management and
operation, transportation, maintenance, restoration and
repair, both on its own behalf and on the behalf of third
parties, both directly and under any contract, subcontract,
operation, project finance, concession or sub-concession
scheme, and anyway under any other form allowed by the law,
regardless of whether said activities are awarded by public
authorities or private bodies, associations, natural and legal
persons, of all private or public works, activities and
plants, as well as of all private and private works anyway
included within the categories of general and specialist works
as per Annex "A" to D.P.R. No. 207 of October 5, 2010, as
possibly amended and/or supplemented thereafter.
Said activities may be performed in Italy and abroad, both for
third parties and on the company's own behalf.
The Company may also perform any other activity and carry out
any other business related to its corporate purposes, both
directly and through the formation and/or operation of service
companies, industrial plants, and business and financial
activities, as well as by taking on participating interests,
including shareholding, in companies, groups, associations
including temporary associations of companies, consortia,
joint ventures and initiatives having a purpose similar to or
in any way connected with its own purpose. The Company may
also take part in humanitarian or cultural associations or
foundations and contribute to the establishment thereof
whenever such participation may promote the company's image
and make the company obtain a social merit.
In order to achieve its corporate purpose, the company may
carry out, both in Italy and abroad, any and all business,
industrial and financial operations, including operations on
movable assets and real estate, including giving and accepting
endorsements, sureties, or other guarantees to and from third
parties, as may be related to the corporate purpose or deemed
useful by the Board of Directors.
All the financial activities vis-à-vis the public, and the
activities reserved by law, are anyway excluded.
ART. 3
The Company's registered office is located in Rome.
The Company may set up and close down secondary offices,
branches, agencies, and representation offices in Italy and
abroad.
ART. 4
The domicile of shareholders, as far as their relationships
with the Company are concerned, is considered to be, to all
intents and purposes of the law, as set forth in the
Shareholders' Ledger.
ART. 5
The Company's duration is fixed until 31 December 2100 and may
be extended.
In accordance with section 2437, paragraph 2, of the Italian
civil code, in case of extension of the term, the shareholders
who did not take part in the approval of the relevant
resolution shall have no right to withdraw.
TITLE II
Capital - Shares - Bonds
ART. 6
The Company's capital amounts to €uro 339,460,378.65 (three
hundred thirty-nine million four hundred sixty-thousand three
hundred seventy-eight point sixty-five), is fully paid-up, and
is divided into 1,475,914,691 (one billion four hundred
seventy-five million nine hundred fourteen thousand six
hundred ninety-one) shares bearing no indication of nominal
value.
The Company's capital may be increased also by transfer of
receivables or payment in kind.
The Company's capital may be increased also by issuing shares
having rights which are different from those of the shares
already issued, as well as by issuing special categories of
shares to be attributed to individual members of the Company's
personnel in order to assign to them part of the Company's
profits, providing for specific rules governing the form and
manner of transfer, and the rights which the relevant
shareholders are entitled to.
The Shareholders' Extraordinary Meeting held on July 31, 2020,
resolved:
-
a share capital increase against payment, in tranches,
excluding the right of option pursuant to section 2441,
paragraphs 5 and 6, of the Italian Civil Code, of a maximum
total amount of up to Euro 10,000,000, including the premium,
by issuing a maximum number of 43,478,261 shares, without
nominal value, at a unit price of Euro 0.23, to be reserved
for subscription by Unexpected Unsecured Creditors of Astaldi
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Astaldi S.p.A. published this content on 19 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 November 2020 17:34:01 UTC