DENOMINAZIONE - SEDE – DURATA
CAPITALE - AZIONI - OBBLIGAZIONI
CONSIGLIO DI AMMINISTRAZIONE
COLLEGIO SINDACALE E REVISIONE LEGALE DEI CONTI
ORGANISMO DI CONTROLLO INTERNO
BILANCIO E UTILI
SCIOGLIMENTO E LIQUIDAZIONE
ARTICLES OF ASSOCIATION
RAI CINEMA S.P.A.
COMPANY NAME - REGISTERED OFFICE - DURATION
Article 1 – Company Name
1.1 – The Company is called “RAI CINEMA SpA”
Article 2 – Registered Office
2.1 – The Company’s registered office is situated in Rome.
2.2 – The Company may open and/or close secondary offices, representative offices, subsidiaries, branches, agencies, plants and facilities, in Italy or elsewhere, in accordance with the law.
Article 3 – Duration
3.1 – The Company’s duration is until 31 December 2030 and may be extended, one or more times, by resolution of the special meeting of shareholders.
OBJECTS OF THE COMPANY
Article 4 – Company Objects
4.1 – The objects for which the Company is established are:
- to acquire full or partial copyrights and intellectual property rights, for commercial exploitation, in audiovisual, film, television and multimedia works, primarily in respect of the production and publishing needs of RAI – Radiotelevisione Italiana – SpA, and its associates, regardless of form of broadcasting, transmission, distribution or mechanical medium (film theatres, home video, pay-per-view, pay-TV, etc..);
- to provide to RAI – Radiotelevisione Italiana – SpA, and its associates of the above mentioned copyrights and intellectual property rights in audiovisual, film and television works, however acquired, either transferred by a previous owner or originally produced;
- to organise, administer and manage its set of rights in audiovisual, film, television and multimedia works, primarily with respect to the information, research, acquisition and broadcasting needs of RAI – Radiotelevisione Italiana – SpA;
- to distribute, market, sell, in Italy and elsewhere, the rights held in audiovisual, film, television and multimedia works, regardless of the means and form of broadcasting, distribution or mechanical medium thereof;
- to produce, also in the form of a co-production or through outsourcing, audiovisual works for the Italian and foreign markets, film, television and video-communication works in general, regardless of the form of broadcasting, distribution and mechanical medium;
- to create, organise and manage, also in partnership or through outsourcing, distribution circuits, film theatres, multiplex theatres, online/offline film distribution channels.
4.2 - To achieve these objects, in a purely non-core and instrumental capacity, in accordance with Law 197/1991, as amended, the Company may:
- carry on any commercial, industrial, financial (including loans receivable or payable) and banking operations, and business involving movables and real estate, deemed appropriate by the board of directors, except for the financial business activities reserved under Legislative Decrees 385/1993 and 58/1998, as superseded, amended and supplemented;
- acquire stakes and shares in other companies with similar objects.
SHARE CAPITAL - SHARES - BONDS
Article 5 – Share Capital
5.1 – The share capital of the Company is € 200,000,000.40 (two hundred million point forty) divided into 38,759,690 (thirty-eight million seven hundred and fifty-nine thousand six hundred and ninety) regular shares with a par value of € 5.16 (five point sixteen) each, all bearing equal rights.
5.2 – The Company may take out loans, subject to repayment, from shareholders who have been registered in the register of shareholders for at least three months and hold at least two percent of the share capital, based on the latest approved financial statements, in accordance with the terms and conditions set out in the applicable laws and regulations, identifying the transactions that do not constitute the collection of savings from the general public. Loans may also be granted by individual shareholders without any formalities and, unless otherwise agreed by and between the Company and the shareholders, shall not bear interest.
Article 6 – Shares
6.1 – The shares are indivisible and each share entitles its holder to one vote.
6.2 – The capacity of shareholder alone is sufficient condition for abiding by these Articles of Association.
Article 7 – Circulation of shares
7.1 – All shares are registered shares.
Article 8 – Joint ownership of shares
8.1 – If, for any reason, any shares are jointly owned by two or more parties, the joint ownership rights in respect of the shares shall be exercised by a common representative appointed pursuant to Article 2347 of the Civil Code.
Article 9 – Capital increases
9.1 – The general meeting of shareholders may resolve to increase the capital, establishing the relevant terms, conditions and procedures. The share capital may also be increased through contributions in kind and the assignment of debts.
Article 10 – Call on shares
10.1 – The directors may make one or more calls upon the shareholders, in respect of all monies unpaid on their shares.
Article 11 - Bonds and other financial instruments
11.1 – The Company may, by resolution of the special meeting of shareholders, issue convertible/non-convertible bonds and warrant bonds, in accordance with the applicable regulations.
Article 12 – Calling general meetings
12.1 – Regular and special meetings are normally held at the registered office, although the directors may resolve to call a general meeting elsewhere in Italy. Under Article 2366, paragraph three, of the Civil Code, meetings shall be called by means of a notice using a method that provides proof of delivery, at least eight days before the date fixed for the meeting.
12.2 – A general meeting shall be validly convened, at both first and second call, in accordance with the applicable regulations.
12.3 – A regular meeting must be called at least once a year to approve the financial statements, no later than one hundred and twenty days after the close of the financial year.
Article 13 – Attendance rights
13.1 – All shareholders with voting rights are entitled to attend a general meeting.
Article 14 – Proxies
14.1 - Each shareholder entitled to attend a general meeting may appoint a proxy, in writing, to represent him/her.
14.2 – The chairperson of the meeting is responsible for determining both the validity of any proxies and, generally, the right to attend the meeting.
Article 15 – Chairperson of a general meeting
15.1 – General meetings are chaired by the Chairperson of the board of directors or, if he or she is absent or incapacitated, the Deputy Chairperson, if appointed; if the latter is also absent, the meeting is chaired by a person elected by a majority of shareholders present.
15.2 – The chairperson of the meeting is assisted by a secretary, who need not be a shareholder, elected by a majority of shareholders present.
Article 16 – Proceedings at general meetings
16.1 – General meetings shall resolve on all matters under its jurisdiction, in accordance with the law or these articles of association.
16.2 – Resolutions, at both regular and special meetings, at first and second call, shall be passed by the majority required by the applicable law, on a case by case basis.
16.3 – The resolutions passed at general meetings, in accordance with the applicable law and these articles of association, are binding on all the shareholders, even if absent or dissenting.
16.4 – The minutes of regular meetings must be signed by the chairperson and the secretary.
16.5 – The minutes of special meetings must be taken by a notary public.
BOARD OF DIRECTORS
Article 17 – Composition and appointment
17.1 – The Company is managed by a board of directors consisting of an odd number of no less than five and no more than seven directors, whose term of office shall be three financial years, after which they may be reappointed. The general meeting shall determine the number of directors and their term of office, subject to the above limits; the directors’ term of office shall expire on the date of the general meeting called to approve the financial statements for their last year of office.
17.2 – The general meeting may decide at any time to change the number of directors, subject to the limits set out in the preceding paragraph, by passing the relevant resolutions. Any directors appointed during a certain term shall cease from office at the same time as the directors incumbent at the time of their appointment.
17.3 – If, during the financial year, a vacancy occurs in one or more directors positions the provisions of Article 2386 of the Civil Code shall apply. If a majority of directors positions become vacant, the remaining directors shall resign and call an urgent general meeting to appoint a new board of directors.
Article 18 – Chairperson and Deputy Chairperson
18.1 – The directors, if the general meeting has not already provided, shall elect a chairperson from among their number; they may also elect a Deputy Chairperson, albeit without providing extra remuneration, whose sole duty shall be to stand in for the Chairperson, if he or she is absent or incapacitated.
18.2 – The directors, acting on a proposal by the Chairperson, shall appoint a secretary, who need not be a member of the Company.
Article 19 – Proceedings at directors’ meetings
19.1 – Directors’ meetings shall be held at the place specified in the notice calling the meeting, each time the Chairperson or, if he or she is absent or incapacitated, the Deputy Chairperson, thinks fit. Directors’ meetings can be held by video conferencing, or similar tele-conferencing solution, if any directors have justified reasons for not being able to attend a meeting at the specified venue, and have applied for a video conferencing link, provided that the Chairperson, or whoever else is standing in for him or her, and at least two other directors, and the secretary of the meeting, can attend at the venue of the meeting. In this case, the directors attending by video conferencing shall for all intents and purposes be deemed to be present at the meeting.
19.2 – The Chairperson, or his or her representative, shall call a directors’ meeting by giving notice to the directors and members of the supervisory board, in writing, at least three days before the date fixed for the meeting. In cases of urgency, the notice calling a meeting may be delivered by telegram, fax, etc., regardless of the above mentioned notice period.
19.3 – A directors’ meeting shall also be called each time a request is made to this effect, in writing, by at least two directors or by the supervisory board, to vote on a specific matter considered by them to be of particular importance, with respect to the management of the Company, and which shall be specified in the request.
Article 20 – Chairperson of directors’ meetings
20.1 – Directors’ meetings are chaired by the Chairperson or, if he or she is absent or incapacitated, by the Deputy Chairperson, if appointed. If the latter is also absent, the meeting is chaired by the most senior director by age.
Article 21 – Voting and resolutions at directors’ meetings
21.1 – Polls at directors’ meetings are valid only if there is a required quorum of a majority of directors.
21.2 – Resolutions shall be validly passed at directors’ meetings by a majority of directors present.
Article 22 – Minutes
22.1 – The resolutions passed at directors’ meetings shall be recorded in minutes, which shall then be filed in a minutes book kept in pursuance of the law, and signed by the chairperson and the secretary of the meeting.
22.2 – Copies of the minutes are authentic if signed by the chairman and the secretary of the meeting.
Article 23 – Duties of the directors
23.1 – The board of directors is exclusively responsible for the management of the Company and shall operate with the diligence required by the nature of the position and based on the specific expertise of the individual directors. The board is vested with full management powers and has the authority to perform all the activities deemed necessary or expedient for achieving the Company’s objects.
Article 24 – Delegation of powers
24.1 – Subject to resolution by the shareholders, with respect to the matters that can be delegated, the Chairperson may be granted operating powers by the board of directors, which shall specifically determine the content thereof and the related remuneration, pursuant to Article 2389, paragraph 3, of the Civil Code.
24. 2 – The board of directors, subject to the operating powers vested in the Chairperson referred to in the preceding paragraph, may delegate, within the limits set out in Article 2381, paragraph 4, of the Civil Code, any of its powers to one or more directors, defining their remit and remuneration, pursuant to Article 2389, paragraph 3, of the Civil Code.
24.3 – The board of directors may delegate powers for single activities to other directors, with no extra compensation. The board may also appoint agents and grant special powers of attorneys, for specific or general activities, to directors, employees and third parties. The persons to whom these powers are delegated may themselves grant powers of attorney, within the remit received, for specific or general activities, to employees of the Company and third parties.
24.4 – The board may appoint one or more general managers, determining their duties and remuneration.
Article 25 – Representation
25.1 – The legal representatives of the company, who shall also hold the relevant signing powers, with respect both to dealings with third parties and court proceedings, are the Chairperson of the board of directors and the chief executive officer, if appointed. If the Chairperson is absent or incapacitated, the legal representative with signing powers shall be the Deputy Chairperson, if appointed, whose signature shall be sufficient proof, to third parties, that the Chairperson is absent or incapacitated. The Chairperson of the board, and, in his absence, the Deputy Chairperson, and the chief executive officer, may appoint lawyers and legal counsels to represent the company in court proceedings, also before the Corte di Cassazione.
25.2 – The Chairperson of the board and the CEO, in the latter case within his or her remit, may appoint attorneys for specific or general activities, for the purpose of implementing and enforcing the resolutions passed by the directors.
Article 26 – Remuneration
26.1 – The directors are entitled to receive the remuneration determined by the regular meeting, subject to Article 2389, paragraph 3, of the Civil Code. This resolution, once passed, will remain valid for the following years until it is changed by the general meeting.
26.2 – It is forbidden to pay attendance fees to the members of the governing boards.
Article 27 – Powers of the Chairperson
27.1 – The Chairperson:
a) is the legal representative of the Company, according to Article 25 above;
b) chairs the general meetings, in accordance with Article 15.1 above;
c) calls and chairs the directors’ meetings, in accordance with Articles 19 and 20 above;
d) monitors the implementation of the resolutions passed by the directors.
SUPERVISORY BOARD AND AUDITS
Article 28 – Supervisory Board
28.1 – The general meeting shall elect a supervisory board comprising three permanent members, from whose numbers the Chairperson shall be appointed, and determine their remuneration. The general meeting shall also appoint two alternate members. It is forbidden to pay attendance fees.
28.2 - The outgoing members of the supervisory board may be re-elected.
Article 29 – Audits
29.1 – The audits of the Company’s accounts shall be carried out by a chartered accountant or a legally registered auditing firm.
29.2 – The person or firm responsible for auditing the Company’s accounts shall be appointed by the general meeting, based on a reasoned proposal by the supervisory board, for a term of three financial years expiring on the date of the meeting called to approve the financial statements for the last year of the term. The general meeting shall also determine the auditing fee for the full term of office.
29.3 – The person or firm auditing the Company’s accounts shall record all auditing activities in a logbook kept at the Company’s headquarters.
INTERNAL CONTROL BODY
Article 30 – Establishment
30.1 – The board of directors shall set up a body – comprising a single or two or more members – responsible for monitoring the operation of and compliance with the organisational and management models introduced for preventing the commission of the offenses referred to in Legislative Decree 231/2001, and for the updating thereof. This body shall have independent powers of initiative and control, with respect to the performance of its duties, and reports to the board of directors, or to an ad hoc committee set up within the board.
FINANCIAL STATEMENTS AND PROFIT
Article 31 – Financial year
31.1 – The financial year ends on December 31st of each year.
31.2 – At the end of each financial year the board shall prepare the financial statements, in accordance with the law.
31.3 – The net profits recorded in the financial statements, minus the allocation to the legal reserve, until this amounts to one fifth of the share capital, are apportioned as resolved by the general meeting.
Article 32 – Dividends
32.1 – Any dividends not collected within five years from the date on which they become available shall be forfeited to the Company and directly allocated to a reserve.
Article 33 – Winding up
33.1 – In the event the Company is wound up, the general meeting will determine the liquidation procedure and appoint one or more liquidators, determining their powers and remuneration.
Article 34 – Applicable law
34.1 - Any matters not provided for in these articles of association shall be governed by the applicable Civil Code provisions and regulations.