Header Background

10. Powers to increase the share capital and authorisations to buy treasury shares

The Company’s Board of Directors does not have the power to increase the share capital pursuant to Article 2443 of the Italian Civil Code. The Bylaws provide that the Company may issue shares, including special classes of shares, to be gratuitously allotted pursuant to Article 2349 of the Italian Civil Code.

Pursuant to Articles 2357 and 2357-ter of the Italian Civil Code and Article 132 of the TUF, the Company’s Ordinary Shareholders’ Meeting of 1 August 2016 authorised a share buyback plan for a disbursement of up to Euro 500 million and for up to 3.5% of the subscribed and authorised share capital, having regard to the treasury shares already owned by the Company, to be carried out, including in more than one tranche, within 18 months of the effective date of the Demerger: (i) to carry out activities to promote the liquidity and manage the volatility of the Company’s share price; (ii) as part of actions related to future business and financial plans consistent with the strategies that the Company intends to pursue, for industrial projects or other extraordinary financial transactions involving the allocation or disposal of treasury shares; and (iii) for the purposes of any future stock option plans that the Company may decide to adopt.

to pagetop