Calendar of Corporate Events
(*) UCapital Ltd holds 170,000 multi-voting shares
On the Date of the Admission Document, the Issuer issued no. 2,000,000 shares of which no. 1,830,000 ordinary shares and no. 170,000 multi-vote shares. Multiple-voting shares shall, pursuant to art. 5 of the Bylaws, confer the same rights as ordinary shares, except as follows: (a) each multiple-voting share shall be entitled to 3 (three) votes each at the Company’s meetings; (b) they are automatically converted into ordinary shares on the basis of an ordinary share for each multiple-voting share (without the need for resolutions either by the Shareholders' Meeting of shareholders with multiple-voting shares, or by the Company’s Shareholders' Meeting) in the case of transfer to persons who do not already hold multiple-voting shares, except (i) the case where the transferee is a person directly or indirectly controlling the, controlled by or subject to common control with, the transferor, it being understood that in such a case if the transferee loses the status of controlling entity on, controlled by or subject to common control with, the transferor, all multiple-voting shares held by the same holding will automatically be converted into ordinary shares (on the basis of one ordinary share for one multi-vote share) or (ii) in the case of inheritance by death to the heir and/or legatee or transfer free of charge, on the basis of a donation to legal heirs, by virtue of a family agreement, or for the establishment and/or endowment of a trust, a wealth fund or a foundation of which the transferor or his legal heirs are beneficiaries; (c) automatically convert into ordinary shares on the basis of an ordinary share for each multiple-voting share in the event that the holder of a multiple-voting share ceases to be controlled, directly or indirectly, by Gianmaria Feleppa except in case of succession due to death in favour of the heir and/or legatee or transfer free of charge, by virtue of a donation to legal heirs, by virtue of a family agreement, or for the establishment and/or endowment of a trust, a fund of assets or a foundation of which the transferor or his heirs are beneficiaries; (d) may be converted, even in several tranches, into ordinary shares at the simple request of the holder of the same, to be sent to the Chairman of the Board of Directors of the Company and a copy to the Chairman of the Board of Statutory Auditors, by certified e-mail addressed to the Company or registered letter, on the basis of an ordinary share for each multiple-voting share. If a conversion case occurs, the Company shall issue the ordinary shares within 15 (fifteen) days from the date of receipt of the communication from the shareholder or from the date on which it became aware of the cause of conversion. Each member of the Board of Directors, separately, has the right to deposit in the Register of Companies the updated text of the Articles of Association with the exact number of ordinary shares and multi-voting shares as a result of conversions. Under no circumstances may ordinary shares be converted into multiple-voting shares. For the purposes of the foregoing, "control", "parent" and similar expressions indicate (including with reference to natural persons) the relationships referred to in the first subparagraph, numbers 1, 2 and the second paragraph of art. 2359 of the Civil Code. In cases where (i) the share capital is increased, even several times, by the issue of new ordinary shares, new multiple-voting shares or new shares of special categories, both pursuant to art. 2442 of the Civil Code or through new contributions without exclusion or limitation of the right of option or (ii) a merger or a division of the Company is approved, the right to subscribe to the issuing shares (ordinary, multiple-voting shares or new special classes of shares) shall be granted to all members (unless their right of option is excluded by law or is not vested in them) in proportion to and in relation to the shares - whether ordinary shares or multiple-voting shares - held by each of them at the time of execution the increase in capital, the merger or the division, stating that multiple-voting shares may be subscribed only by shareholders who already hold multiple-voting shares. In such cases are excluded in any case the need for approval of the relevant resolution, pursuant to Article 2376 of the Civil Code, by the special assembly of the holders of multi-vote shares.
Capital increase in options