English translation from Italian. Minutes of the Shareholders meeting

Transcription

1 Registration no. File no. Minutes of the Shareholders meeting ITALIAN REPUBLIC On 4 November 2015, at 4:00 p.m., in the house located Milan, Via Morozzo della Rocca n. 6, appeared before me, Mr. Fabio Capaccioni, notary public resident in Milan, member of the Notarial Register in Milan, Mr. Frascati Umberto born in Milan on 11 August 1941, resident in Chiasso (Switzerland), Via Cantoni n. 8, fiscal code FRS MRT 41M11 F205D. The above-mentioned person, whose personal identity I am aware of, requested me to acknowledge the minutes of the Shareholders meeting of the company "DIVERSIFIED WORLD CONGLOMERATE 3.0 S.r.l." or in the abbreviated form "DWC 3.0 S.r.l." having its registered office in San Donato Milanese, via Trieste no. 10, share capital of Euro 650,000 (six hundred fifty thousand) fully paid-in, fiscal code, VAT no. and registration with the Registry of Trading Companies in Milan no , met today, at this time and in this place, for the purposes of discussing and voting upon the following Agenda: 1. Transformation of the Company in a company with liability limited by shares and amendment of the legal name. 2. Share capital increase to Euro 2,650,000 (two million six hundred fifty thousand), for consideration, in cash, with premium and in tranches; relevant and subsequent resolutions. 3. Granting the Board of Directors, in accordance with Article 2443 of the Italian civil code, the authority, to be exercised within three years from the resolution, to increase in one or several times the share capital against payment, for a maximum amount of Euro 50,000,000, plus premium, also in tranches, under art (2) of the Italian civil code, and in compliance with art of the Italian civil code, by issuing ordinary shares of the Company, which may be with warrants or to service convertible bonds, to be offered either in whole or in part in option to the shareholders, or with the limitation or exclusion of option rights pursuant to the law. 4. Adoption of the new Articles of Association. 5. Appointment of the Board of Auditors. Approving such a request, I acknowledged that the Shareholders meeting was held as follows. The President of the Board of Directors, Mr. Umberto Frascati, appeared before me, and assumed the role of Chairman, pursuant to the Articles of Association, and acknowledged and declared that: - the Directors Mr. Maurizio Berti and Ms. Sylvie Sarda were present;

2 - all the shareholders representing the whole share capital, were present in person or by proxy, whose list is attached hereto as A). The Chairman therefore declared that the Shareholders meeting was properly constituted and qualified to pass valid resolutions, as it was in plenary session, those present were identified and they were entitled to participate. With regard to the first item on the Agenda, the Chairman proposed to transform the Company to a company with liability limited by shares, amending its name to "DIVERSIFIED WORLD CORPORATION 3.00 S.p.A." or in the abbreviated form "DWC 3.0 S.p.A.", in relation to the currently ongoing procedure for admission of the ordinary shares to trading on the multilateral trading system called "Marché Libre" run by "Euronext Paris SA". The Chairman therefore showed to those present the reasons for which it was necessary to increase the share capital to Euro 2,650,000 (two million six hundred fifty thousand), and therefore a maximum of Euro 2,000,000 (two million) by issuing a maximum of 2,000,000 (two million) ordinary shares against payment, in cash, issued at a price of Euro 1 (one) each, higher than the book value of Euro 0.06 (zero point zero six), with a premium, therefore, equal to Euro 0.94 (zero point ninety-four) for each share issued, to be offered to the shareholders in proportion to the relevant effective shareholding percentage owned and to third parties for any unsubscribed shares, to be subscribed by 16 (sixteen) March 2016 (two thousand sixteen) and in tranches. In this respect, the Chairman declared that the current share capital of Euro 650,000 (six hundred fifty thousand) was fully paid-in and existing as provided for by the law. With regard to the third item on the Agenda, the Chairman proposed to grant the Board of Directors, subject to the enrollment of the transformation in the Registry of Trading Companies, the authority to resolve in one or more tranches a further share capital increase under art of the Italian civil code, for a maximum nominal amount of Euro 50,000,000 (fifty million), to be exercised within three years from the date hereof and in compliance with art of the Italian Civil Code, in tranches, with the limitation or exclusion of option rights pursuant to the law. The exclusion or limitation of option rights shall depend on the opportunity which shall be justified by the management body to meet the Company s interest to acquire contributions in kind consisting of companies shareholdings, businesses or business divisions, real properties or any other assets deemed to be useful to the Company or to resolve capital increases also in money reserved for creditors of the Company and/or strategic or financial partners and/or a potential aim at listing on regulated or not regulated markets or to obtain significant financial resources. To implement the share capital increase, ordinary shares shall be issued, possibly with warrants, or to service convertible bonds to be offered either in whole or in part in option to shareholders, or as

3 mentioned above, with the limitation or exclusion of option rights pursuant to art (4) and (5) of the Italian civil law, to new investors and/or new business/financial/industrial partners, both private and institutional entities, willing to share the Company s mission, through the transfer of (i) new liquidity for the current and the future Company s business; and/or (ii) ownership of shareholding and/or equity securities and/or businesses and/or business divisions and/or real estate activities and/or industrial activities, which are deemed strategically and financially useful for the achievement of the Company s object, also in the view of the proposed listing of the Company in regulated or unregulated markets, however with the exception of any offer to the public and according to the placing exemptions provided for by art. 100 of Legislative Decree no. 58 of 24 February 1998 or corresponding provisions in force in the EU countries adopted in the execution of the "Prospectus Directive". For the purposes of this increase, the Chairman invited the shareholders, in the event they were sufficiently informed, to waive the Directors report as provided for by art (6) of the Italian civil code. The Chairman showed the new Articles of Association, which shall govern the Company in its new form as a company with liability limited by shares, which would also take into account what has been proposed above and would already provide for the necessary and appropriate requirements for a company whose ordinary shares were admitted to the multilateral trading system called "Marché Libre" run by "Euronext Paris SA. The Chairman proposed that, in view of the procedure for admission of the ordinary shares to trading on this system, the shares would be dematerialized and without nominal value. Finally the Chairman explained how, in the light of the transformation of the Company in a company with liability limited by shares, it was necessary to appoint a statutory body, and to resolve, inter alia, on the statutory audit. The shareholders meeting, having heard the above, unanimously resolved: 1) to transform the Company from a limited liability company to a company with liability limited by shares, and to change its name to "DIVERSIFIED WORLD CORPORATION 3.0 S.p.A." or in the abbreviated form "DWC 3.0 S.p.A.". As a consequence, the capital stock was cancelled and was replaced by no. 11,700,000 (eleven million and seven hundred thousand) ordinary shares, without nominal value, not represented by share certificates and dematerialized, to be issued on the centralized management system, due to the shareholders in the same previous proportions, and namely as follows: - Hulda Dalla Zorza, no. 180,000 (one hundred and eighty thousand) ordinary shares;

4 - Leonardo Pablo Gutter, no. 252,000 (two hundred and fifty-two thousand) ordinary shares; - Andrea Mazzucchetti, no. 360,000 (three hundred and sixty thousand) ordinary shares; - Federico Lazzaroni, no. 180,000 (one hundred and eighty thousand) ordinary shares; - Sashikant Patel, no. 216,000 (two hundred and sixteen thousand) ordinary shares; - Mukesh Patel, no. 215,186 (two hundred and fifteen thousand one hundred and eighty-six) ordinary shares; - Fulvio Giussani, no. 34,200 (thirty-four thousand and two hundred) ordinary shares; - Federico Arcangelo Bertocchi, no. 21,600 (twenty-one thousand and six hundred) ordinary shares; - Luca Motroni, no. 18,000 (eighteen thousand) ordinary shares; - Francesca Angrisano, no. 57,600 (fifty-seven thousand and six hundred) ordinary shares; - Riccardo Guglielminetti, no. 115,200 (one hundred fifteen thousand and two hundred) ordinary shares; - Achille Mauri, no. 115,200 (one hundred fifteen thousand and two hundred) ordinary shares; - "SOCIETA' AGRICOLA DEL GUADO SPINO - S.R.L.", no. 842,400 (eight hundred forty-two thousand and four hundred) ordinary shares; - "SAI LAKSHMI S.R.L.", no. 630,004 (six hundred thirty thousand and four) ordinary shares; - "TEKNOMAGNETIK S.R.L.", no. 9,000 (nine thousand) ordinary shares; - Francesco Giroletti, no. 9,000 (nine thousand) ordinary shares; - Natale Ciceri, no. 117,000 (one hundred and seventeen thousand) ordinary shares; - Rosaria Ghilardi, no. 1,800 (one thousand and eight hundred) ordinary shares; - Laura Locatelli, no. 1,800 (one thousand and eight hundred) ordinary shares; - Luca Franchetti, no. 1,800 (one thousand and eight hundred) ordinary shares; - Oxana Smirnova, no. 1,800 (one thousand and eight hundred) ordinary shares; - Simona Rimondi, no. 1,800 (one thousand and eight hundred) ordinary shares; - Maurizio Berti, no. 530,010 (five hundred thirty thousand and ten) ordinary shares; - Bettina Craxi, no. 1,407,600 (one million four hundred seven thousand and six hundred) ordinary shares; - Alessandra Craxi, no. 54,000 (fifty-four thousand) ordinary shares; - Alfredo Francesco Libero Miniero, no. 54,000 (fifty-four thousand) ordinary shares; - "ACACIA SRL", no. 57,600 (fifty-seven thousand and six hundred) ordinary shares; - Antonio Luigi Sacchiero, no. 5,400 (five thousand and four hundred) ordinary shares; - Vincenzo Albanese (erronously typed as Albenese Vincenzo in the extract of the Chamber of Commerce record), no. 45,000 (forty-five thousand) ordinary shares; - Massimo Luotti, no. 79,200 (seventy-nine thousand and two hundred) ordinary shares;

5 - Vajner Battista, no. 45,000 (forty-five thousand) ordinary shares; - Mariella Valentini, no. 9,000 (nine thousand) ordinary shares; - Rosa Ali', no. 27,000 (twenty-seven thousand) ordinary shares; - Stefano Mazzola, no. 1,800,000 (one million eight hundred thousand) ordinary shares; - "AYURVEDICA INTERNAZIONALE SRL", no. 1,015,200 (one million fifteen thousand and two hundred) ordinary shares; - "BALTIC INVESTMENT TECHNOLOGY LTD", no. 1,440,000 (one million four hundred forty thousand) ordinary shares; - Elena Loffredo, no. 959,400 (nine hundred fifty-nine thousand and four hundred) ordinary shares; - Antonietta Rendine, no. 9,000 (nine thousand) ordinary shares; 2) to authorize all public and private offices, which would be exempted from any responsibility, to perform any copy, registration and amendment requested, with reference to the present deed and the related change in the legal name, having acknowledged that the Company does not own either real estate or movable property; 3) to increase the share capital from Euro 650,000 (six hundred fifty thousand) up to Euro 2,650,000 (two million six hundred fifty thousand), and therefore by a maximum of Euro 2,000,000 (two million) by issuing a maximum of Euro 2,000,000 (two million) ordinary shares. This increase would be divisible and remain fixed to the amount subscribed by 31 (thirty-first) March 2016 (two thousand sixteen). It would be effective for the subscribed portion since the time of its subscription, and therefore also before the final subscription deadline and before the full subscription of the increase resolved, without prejudice to the enrollment effects of the present resolution in the Registry of Trading Companies, with the consequent attribution, at the time of subscription of the shares subscribed and their entitlement to exercise the corporate rights attached to them, and if any, by 31 (thirty-first) March 2016 (two thousand sixteen), the capital increase would not be fully subscribed, the share capital would be deemed to be increased by an amount equal to the subscriptions. In this respect it was acknowledged that, as the Chairman declared, all the shareholders who were present in person or by proxy, fully waived option rights they were entitled to this share capital increase, also waiving the disclosure of the relevant notice of option in the Registry of Trading Companies. 4) to authorize the Board of Directors, including the power to sub-delegate to one or more directors, to do everything it was deemed necessary, or appropriate, to (i) implement and execute the resolution of transformation, including issuing dematerialized shares and their input into the centralized management system; to (ii) implement and execute the share capital increase and the relevant placement;

6 5) to authorize, pursuant to art of the Italian civil code, the Board of Directors for the time being in charge, to increase the share capital, subject to the registration of the transformation in the Registry of Trading Companies and for a maximum period of three years from the date hereof, in one or more tranches, up to a maximum of Euro 50,000,000 (fifty million) by issuing ordinary shares, with no nominal value, at a price not lower than the book value, to be deemed as divisible, with the limitation or exclusion of option rights pursuant to the law. The exclusion or limitation of option rights shall depend on the opportunity which shall be justified by the management body at the Board of Directors meeting to meet the Company s interest to acquire contributions in kind consisting of companies shareholdings, businesses or business divisions, real properties or any other assets deemed to be useful to the Company or to resolve capital increases also in money reserved for creditors of the Company and/or strategic or financial partners and/or a potential aim at listing on regulated or not regulated markets or to obtain significant financial resources. The shares issued pursuant to the proxy shall be ordinary shares, possibly with warrants, or to service convertible bonds to be offered either in whole or in part in option to shareholders, or as mentioned above, with the limitation or exclusion of option rights pursuant to the law, to new investors and/or new business/financial/industrial partners, both private and institutional entities, willing to share the Company s mission, through the transfer of (i) new liquidity for the current and the future Company s business; and/or (ii) ownership of shareholding and/or equity securities and/or businesses and/or business divisions and/or real estate activities and/or industrial activities, which were deemed strategically and financially useful for the achievement of the Company s object, also in the view of the proposed listing of the Company in regulated or unregulated markets, however with the exception of any offer to the public and according to the placing exemptions provided for by art. 100 of Legislative Decree no. 58 of 24 February 1998 or corresponding provisions in force in the EU countries adopted in the execution of the "Prospectus Directive". In this respect, the Chairman acknowledged that, for this share capital increase, all the shareholders present in person or by proxy, by declaring that they had been sufficiently informed, waived the directors' report referred to in art (6) of the Italian civil code; The share capital increase referred to in this proxy shall not be executed until the subscribed shares referred to under item 3) would not be fully paid-in; 6) to approve the new Articles of Association as proposed by the Chairman, which are attached hereto as A), taking into consideration the above-mentioned resolution; 7) to appoint as members of the Board of Statutory Auditors, who shall be in office until the date of the Shareholders meeting called to approve the financial statements at 31 (thirty-first) December

7 2017 (two thousand seventeen), who shall also be granted the office of statutory auditors of the accounts, Messrs.: -Bruno Colombo -Annarita Carbone -Mauro Pietrini 8) to confirm the Board of Directors currently in office until the date of the shareholders meeting to be called to approve the financial statements at 31 (thirty-first) December 2017 (two thousand seventeen); 9) to authorize the Board of Directors, including the power to sub-delegate to one or more directors, to do everything it was deemed necessary, or appropriate, to implement and execute the resolution of share capital increase referred to under item 3) above, and to issue the relevant dematerialized shares, with full authority to determine the terms of the relative payments; 10) to authorize the Board of Directors, including the power to sub-delegate to one or more directors, to amend Article 6 (six) (1) of the Articles of Association pursuant to the resolution under items 3) and 5). There being no other issues to be considered and no one else wishing to speak, the Chairman closed the meeting at I Notary Public asked and received this deed. I read it before the appearing party, omitting to read the attachments which have been waived by the appearer. These minutes were partly typewritten by a person I trust and completed by me by hand, and consist of pages, and sides beyond this side.