Presentation of the Company

FIDICONTROL Società Fiduciaria e di Revisione Srl was established in Rome on June 18th 1976, and was transferred to Prato on October 19th 1979.
The Company has been authorized to perform fiduciary services by Ministerial Decree of November 23rd , subsequently confirmed by Interdepartmental Decree of February 7th 1979.

The Company is exclusively dealing with:

• the proper activity of a fiduciary company, as provided for by the Law of November 23rd 1939 no. 1966, from Article 3 b of the Law of April 13th 1987 no. 148 with subsequent amendments, integrations and substitutions;
• the organization and the audit of company accounts as per Article 28t , 4th paragraph, of the legislative decree D.Lgs. of January 27th 1992 no. 88, also by means of realization, supply or marketing of administrative and computer products as well as administrative and computer services.

Therefore, on behalf of third party-settlers, the Company may:

1. assume the administration of real and personal property by their registration in the Company’s name
2. assume the administration of real property and personal property, also when not registered in the Company’s name.
3. assume the administration of participation in other corporations, including companies, if subject to limited liability for the corporation’s obligations.
4. assume the administration of assets regardless of ownership, donations to bequests, foundations, pension funds for the Company’s employees, insurance funds for associations and professional orders, the assets of absentees, foundations and any other property, including financial assets, thereby to perform any kind of operation on behalf of third parties, and undertake on their behalf the purchase, the sale and the exchange of real property by stipulating any kind of negotiation needed to execute the entrusted fiduciary mandate, not excluding the establishment of companies, trusts, and other juridical persons by undertaking the conferment of compensations in capital or in kind.
5. assume custody and administration, on behalf of the Company’s settlers or third parties, of financial means and other personal property.
6. represent the shareholders, bondholders and affiliates in general, individually as well as collectively, and as well as participating in shareholders’ voting agreements.
7. assume the function of common representative of bondholders as per Article 2417 of the Civil Code, the holders of savings shares, as well as common representative of the holders of financial means.
8. to undertake assignments related to testamentary executions and hereditary divisions.
9. to provide for the establishment and administration of private property destined for a specific transaction as per Article 2447 bis f the Civil Code.
10. assume the administration of property as a trustee, as per the Law of October 16th 1989 no. 364, as well as any integration, amendment or substitution of the same law.
11. assume the qualification of protector in the ambit of already established trusts.
12. provide for the constitution of pledges or securities, in the name of the Company, but on account of others, regarding shares, savings books and values in general as guarantee for financial and banking operations.
13. assume the assignment on behalf of companies and issuing legal entities of the deposit of shares and bonds for participation of the respective meetings, for payments of dividends and coupons, for the reimbursements of bonds, as well as any other operation requested by the issuing part regarding the proper shares.
14. keep the companies’ books of partners and debenture holders, including companies listed at the Stock Exchange or having a broad number of shareholding, and the subsequent performances of civil, administrative and fiscal character, with particular reference to the convocation and course of meetings, the payment of dividends or interests, reimbursements or increase in the nominal capital, the emission of bonds, the grouping or subdivision of the issued stocks and shares;

Furthermore, in the exercise of the aforementioned activities the Company may also provide consulting services related to business administration, fiscality, finance, management and business programming. The Company may also render services regarding business transactions and reorganization in addition to any other function that is not protected by law and exclusively pertaining to subjects enlisted in professional rolls and special registers. Finally, the Company may perform all activities deemed necessary or useful for the achievement of the object for which the Company is established, also by the constitution of pools of business assets dedicated to a specific business activity as per article 2447-bis of the Civil Code, including direct and indirect undertaking of profit sharing, shares and participation in other companies or corporations with a similar range of action, except for the prohibition to carry out in the exclusive interest of the Company’s operations connected to administrated property on behalf of the settlers, and also to take personal interest in affairs in which the Company has already established a Fiduciary Agreement.

For this purpose it is hereby duly emphasized that any contract and negotiation initiated by the Company in the exercise of its fiduciary activities must be considered fulfilled, for all legal purposes, in the exclusive interest of the Company’s settlers, unless the Company declares to operate on behalf of itself.

The Company is registered at the Registro Imprese no. 02383500580, REA code of Prato no. 292736
Registered Office in Via G.Fabbroni,12, 59100 Prato, tel.+ 39 0574 37353, fax + 39 0574 605314
Registered Capital: € 90.000,00 signed and deposited.

Administration

President and Manging Director: Rag.Carlo Mescolini

Director: Avv. Alberto Antonio Collini

Rag. Carlo Mescolini is vested with all powers necessary for the exercise of the fiduciary activity.

Composition of the Board of Auditors

Statutory Auditor: Rag. Sergio Toccafondi

Members

Avv.Alberto Antonio Collini -Prato- Share from nominal €45.000,00= equal to 50% of the Share Capital
Rag.Carlo Mescolini -Prato- Share from nominal €45.000,00= equal to 50% of the Share Capital

Line of business of the Company

The Company is exclusively performing fiduciary and auditing services for all legal purposes as per the Act of L.no.1966/1939, R.D. n.531/1940 and D.P.R. n.361/1994 and the decree of the implementation.