Tourist port Riva di Traiano
Company for shares
Share capital €. 7.863.280,00
Register of Civitavecchia Court Company n.321/83
Registered office: Via Aurelia – State road 1 – Km. 67,580 – Civitavecchia
Statute
Art. 1 – NAME – Purposes – term.
A joint -stock company under the denomination "Riva di Traiano S.p.A.".
Art. 2 – The company is based in Civitavecchia, Via Aurelia, State road 1 – Km. 67 + 580, left side.
The change of address within the same city can be deliberated and carried out by the administrative body.
The Company can establish secondary offices, succursali, branches and agencies everywhere, in Italy and abroad.
Art. 3 – The duration of the company is set from the date of the articles of association up to 31 December 2040.
The Company can be dissolved in advance with resolution by the shareholders' meeting.
Art. 4 – The company aims to build and manage a tourist port and its infrastructures, also bathing, thermal and residential, in the territory of the Municipality of Civitavecchia after issuing by the competent authorities of the related authorization documents, concession, permits and licenses.
For the object it will be able to perform any activity connected with the exercise and management of all port services: mooring, storage, Repair and maintenance of hulls and engines, refueling of fuels, deposit of goods connected with the nature of the social activity, trade and rental of boats, supplies and maintenance of materials and nautical equipment, Nautical sports activities, Tourism and free time.
The company will be able to carry out any industrial activity, commercial, receptive and building and perform all securities operations, real estate and finance and anything else useful and necessary to achieve social purposes.
Society, after the authorizations of the law and by resolution of the Board of Directors, will be able to entrust all or part of the services to bodies or companies or natural persons deemed suitable.
Art.5 – The share capital is € 7,863,280.00 = divided into number 98.291 (NovantoTomiladueCentonovantuno) shares of the nominal value of € 80.00 =(eighty/00) each.
The Company will be able to ask the shareholders, in proportion to their social participation, capital loans. In such hypotheses, Funding will not be productive of interests.
Art. 6 – The actions are nominative and freely transferable by act between living in any capacity. Within thirty days from the transfer, The operation must be communicated to the company by registered letter.
Similarly and in the same terms this communication must be made in the event of constitution on the actions of a real right of enjoyment or guarantee and any other act of provision.
Art. 7 – Each action is indivisible and entitles you to a vote.
The representation of actions in co -ownership is regulated in accordance with the law.
In the case of succession Mortis causes the heirs are required to appoint a single common representative.
Art. 8 – The members only have the right to obtain the individual units to be carried out in exclusive use, proportionally to their social participation, after stipulating with the company of a specific agreement regulatory and economic the provision of port services.
Each shareholder is required to comply with the clauses of the concession deed that will be stipulated with the Merchant Navy Ministry and the other competent authorities and any other regulations of the maritime and port maritime police, as well as the provisions of the internal regulation.
Art. 9 – Assemblies.
The assemblies, ordinary and extraordinary, convened in the manner and in the terms of the law, they are held at the company's headquarters or in another place established by the Board of Directors in the notice of convocation.
Those who those who, At least five days before the date set for the meeting, have filed the share securities at the registered office or at other subsidiaries, Bodies or offices indicated in the convocation notice.
The shareholder who has the right to intervene in the assembly can be represented by written delegation by both other members and third parties, within the limits and with the preclusions referred to in art. 2372 c.c.
In the absence of the call, the Assembly is considered regularly constituted when the entire share capital is represented and participates in the assembly the majority of the members of the administrative and control bodies.
However, in this hypothesis, each of the participants can oppose the discussion of the topics on which it is not considered sufficiently informed. Art.2366- paragraph 4 c.c.
The regularly established assembly represents the totality of the shareholders and its resolutions legally taken obliged all the members even if not intervened or dissenting, except for the rights referred to in art. 2377 of the civil code.
Art. 10 – The Ordinary General Assembly is convened at least once a year by 120 days from the closure of the social year, or by 180 days if particular needs require it, Pursuant to the last paragraph of art. 2364 c.c.
The Assembly is also convened when the Board of Directors deems it appropriate, or when they apply for a number of members who represent at least the tenth of the share capital and save the foreclosure referred to in art.2367, last paragraph, of the civil code.
To the ordinary shareholders' meeting, In addition to the tasks provided for by art. 2364 of the civil code, The approval and any modification of the internal regulation is expressly delegated, prepared by the Board of Directors, for the management of the tourist port.
The attributions of the extraordinary assembly are established by art. 2365 of the civil code.
Art. 11 – The ordinary assembly is regularly constituted with the presence of many members representing, in their own or by delegation, At least half of the share capital.
On the second call, the ordinary assembly deliberates validly on the topics placed on the agenda whatever the part of the capital represented by the shareholders.
The ordinary and extraordinary assembly, both in the first and second call, deliberates validly with the majorities prescribed by the articles 2368 and 2369 of the civil code.
Art. 12 – The Assembly is chaired by the President of the Board of Directors and in his absence by the Vice President. If the President and the Vice President are absent, The Assembly will appoint the President among other directors or members present.
The resolutions of the Assembly are made to consume by the verbal process signed by the President and the Secretary. In this regard, the rules referred to in art are observed. 2375 of the civil code.
Art. 13 – ADMINISTRATION.
The company is administered by a board of directors formed by a number of members of not less than five and not exceeding seven. The shareholders' meeting will establish and vary within the limits indicated above the number of members of the Board of Directors in relation to the needs of the company.
The members of the Board of Directors can also be non -members. They last in office for three years and can be re -elected.
The Board of Directors, If the assembly has not directly provided there, appoints a president and a vice president in his breasts, giving the same part or all of his powers. It can also appoint a delegated administration by setting the limit of faculties and attributions or an executive committee composed of the president, by the vice president and a councilor, With the task of controlling the executority of the resolutions of the Board of Directors and to adopt those urgent measures in relation to the powers that the Board of Directors will demanded to it.
In this regard, the provisions of art is observed. 2381 of the civil code.
The Board of Directors will appoint a secretary who can also be chosen outside the list of councilors and shareholders, and will fix its relative compensation.
The Board of Directors can also appoint one or more general directors, also chosen from the non -members, whose functions, attributions, duration of the assignment and compensation, will be set by the Council itself.
One of the General Directors will have the task of directing and administering the port complex with organization powers, Coordination and control.
In addition to responding to the company, he is also responsible for the maritime authority.
The Board of Directors will finally be able to appoint permanent or temporary consultative committees, with research function, of study and proposal, compounds both by members and from people foreign to the company, fixing the amount of the allowances.
Art. 14 – The management of the social enterprise is exclusively due to the directors art.2380-bis c.c.
The Board of Directors is invested with all the ordinary and extraordinary administration powers of the Company, it will be able to perform any act that deems appropriate for the achievement of social purposes, Excluding only those who by law are strictly delegated to the shareholders' meeting.
It being understood that the list is merely exemplary, The Board of Directors will also have the right to buy, sell, exchange and manage movable and immovable property, to rent properties and machinery, to perform directly or contract services, stipulate supply pacts, Give and rents or rental or in any case manage ships and floats, assume investments and funding in other companies set up or to be set up, hire and fire staff, demand and withdraw credits, somme, values and anything else from anyone due to the company for the effects referred to in art. 4) of this Statute, to consent inscriptions, cancellations and mortgage annotations on both properties and ships or floats, to renounce legal mortgages and exempt the conservatives of real estate registers from responsibility, to authorize and carry out operations towards public debt, of the Cassa Depositi e Prestiti of the Bank of Italy and at any other public or private office by signing Scriptures, relative documents and documents.
In particular for the implementation of the main purpose of the company, all powers are conferred on the Board of Directors:
in) for the performance of the practices relating to the concession by the competent authorities, of the areas on which the plants will be built, with all the powers necessary for the stipulation of the documents, and for the assumption of commitments of any kind for the purpose deemed necessary and appropriate with full exemption of responsibility of the granting authorities;
b) to contract mortgages and for the hiring of financial commitments of all kinds, with banks, Entities or private individuals and for the issue of surety and even real guarantees on the company's assets also in favor of third parties;
c) for the stipulation of all contracts of both work and services, buying and selling, of exchange, lease etc.. necessary for the implementation of the tourist port and its infrastructures;
d) per dare in subconcessione, yield or renounce part of concessions in favor of third parties, signing the appropriate agreements with them;
and) To adjust and direct, With every wide power, the exercise of the complex and port and tourist systems of the company through special staff, signing each contract to the necessary and appropriate purpose, without prejudice to the faculty referred to in the last paragraph of art. 4).
The Board of Directors, Finally, will prepare a regulation governing the use of port equipment and services both by the shareholders, both by third parties.
This regulation will be approved by the Assembly in the prescribed forms, Hello the further tasks of the law.
Art. 15 – The Board of Directors is convened by registered letter sent at least fifteen days earlier at the domicile of each councilor, containing the date, the hour and the place of the meeting, as well as the agenda of the same.
In case of urgency, the call can be made by telegram sent at least three non -holidays before the date set for the meeting.
The resolutions of the Board of Directors are valid if the majority of the administrators in office is present at the meeting. The related resolutions are taken by a majority of votes from the administrators present. The vote of the administrators is not delegable.
The resolutions of the Council are made to consume by verbal processes signed by the President and in his absence by those who chair the meeting and the secretary.
The Committee is instead authorized to regulate the convocation rules in a different way, while it will observe the same rules of the Council on the presence required for the validity of the meetings and on the votes required for the validity of the resolutions.
Art. 16 – The President of the Board of Directors represents the company in front of third parties and in court and has the social signature.
In case of his absence or impediment, The related functions are due to the vice president.
Art. 17 – Board of Statutory Auditors and Accounting Control
The Board of Statutory Auditors is made up of three effective members, one of which is a president and two alternate members.
They are appointed by the Assembly pursuant to art. 2364 of the civil code, and will be paid according to the professional orders tables.
The accounting control of the company is exercised by the board of statutory auditors, whose components therefore must be auditors, registered in the register held at the Ministry of Justice.
Art. 18 – Budget and departure of profits.
The exercise closes at 31 December of each year.
At the end of each year, the Board of Directors will proceed with the formation of the financial statements, Previous inventory, of social activities and liabilities.
The budget, accompanied by the report of the Board of Directors, must be filed at the registered office, At least fifteen days before the day set for the assembly that will have to examine it.
Art. 19 – Net profits, after withdrawn a sum of not less than 5% (five percent) for the legal reserve, will be divided among the shareholders in relation to the actions held, Except that the Special Resolution Shareholders' Meeting for extraordinary reserves or for other destinations, or it has to send profits to the subsequent exercises in whole or in part. Dividends not collected in the five -year period from the day they became payable, they will go to prescription in favor of the reserve fund.
Art. 20 – Judicial competence.
The judicial authority of the registered office is that contractually established as competent to know the disputes arising between society and its components and generally referable to social life.
Art. 21- Liquidation of the company.
In the event of dissolution of the company, it will be added to its liquidation by appointing one or more liquidators in accordance with the laws.
The Assembly will determine the methods of liquidation by appointing the liquidators and fixing the powers and fees.
Art. 22 – Postponement.
For everything not contemplated in this deed, the provisions of the civil code are applicable, in particular to articles. 2325 and following as well as all the other laws in force on the subject.
