Decree On Competitiveness

1 INTRODUCTION

The Law Decree nr. 91 dated June 24th 2014 (known also as "competitiveness decree"), enforced on June 25th, has been converted with modifications in the Law nr. 116 dated August 8th 2014, enforced on August 21th 2014.

With this Update we analyse the most important changes made to the corporate shares and share capital rules.

2 THE MINIMUM SHARE CAPITAL FOR PUBLIC LIMITED COMPANIES (S.P.A.)

In order to incorporate a Public Limited Company (in Italian Società per Azioni or S.p.A.) the minimum share capital has been decreased from Euro 120.000,00 to Euro 50.000,00.

2.1 Effective date

The new minimum amount for the share capital is effective starting from June 25th 2014.

2.2 Main consequences of the new minimum amount

The decrease of the minimum share capital for Public Limited Companies has important consequences with relation to:

The amounts of payments at the moment of the incorporation of the company; The re-capitalization of the company if and when needed; The voluntary reduction of the share capital. 2.2.1 The amounts of payments at the moment of the incorporation of the company

In case of incorporation of a SpA with minimum share capital (today equal to Euro 50.000,00) and payment entirely made with cash, payments to be made (according to article 2342, paragraph 2 of the Italian Civil Code at least 25% of the minimum share capital), in case of multiple shareholders decrease from Euro 30.000,00 to Euro 12.500,00.

This only in case of two or more shareholders. In case of SpA with just one shareholders, in fact, the same article obliges to pay the entire minimum share capital of Euro 50.000,00.

This value, moreover, has also to be considered in case of payments made with assets (under article 2342, paragraph 3): shares corresponding to those payments have to be entirely free at the moment of their subscription.

2.2.2 Consequences in case of relevant losses

With regard to reflections that these news have in case of relevant losses, we underline how, under article 2447, if, for losses exceeding 1/3 of the share capital, this one is reduced under the minimum level set by article 2327, that is, starting from June 25th 2014, Euro 50.000,00, the Directors of the company have to summon the General Meeting of the shareholders to resolve on:

The decrease of the share capital and the simultaneous increase to the minimum level; Or the transformation of the company into a Srl or a Limited Liability Company. 2.2.3 Consequences on the...