The Articles of Association are the act identifying the main characteristics of the inner law system and the operating rules of the Company.
The Articles of Association indicate, interalia:
- Name, registered office and duration of the Company;
- Activities constituting the corporate purpose;
- The amount of the share capital subscribed and paid up, number, characteristics and nominal value of shares;
- Any proxies concerning the share capital increase, the rights to which the shareholders are entitled, the restrictions of the right to vote and the right of withdrawal;
- The operating mechanism of the Shareholders’ Meeting and the title to participate;
- The adopted managing and control method as well as its operating rules, the number of directors, indicating those having the legal representation of the Company;
- The procedures for the appointment of the Board of Auditors ant the number of its members;
- The duration of the corporate year and the rules for the distribution of dividends.
For anything not explicitly covered by the Articles of Association, provisions set by the Civil Code shall apply.
The Articles of Association can be modified by resolution of the Extraordinary Shareholders’ Meeting. However, should the modifications be due to the adaptation to law regulations or refer to specific topics provided for by the law and recalled by the same Articles of Association, the Board of Directors may provide with its own resolution.
The extraordinary general meeting of Ansaldo STS on 6 May 2013 resolved to amend certain provisions of the company's Articles of Association in order to cater for the developments introduced by Legislative Decree No. 91/2012 regarding the calling of general meetings of listed companies and by Law No. 120/2011 regarding equal access to listed companies' management and control bodies.