ARTICLES OF ASSOCIATION
of “UNINETTUNO s.r.l”
 

Article 1

Article 1 1. The name of the company is: "UNINETTUNO s.r.l.".

Article 2

2.1. The company’s offices are located in Rome.
2.2. In accordance with law, the Company may decide to set up or close local units in Italy and abroad.

Article 3

Article 3 3.1. The Company’s aims include the following activities: - planning, implementing and managing distance-learning scientific, educational and professional training courses at European and international levels, as defined by European and national regulations and norms; - carrying out of all activities necessary for their implementation, including investments, recruitment of staff, stipulating shareholder and company agreements such as agreements for the organization and management of university and telematic initiatives with Italian universities or with their networks as well as with other Italian and international bodies;
- creating, planning and managing services, including publications, to support distance and traditional training, via the Internet and/or other online networks that permit the transfer of data, texts, sound and images to or from the public;
- apply for concessions to employ radio, television or satellite channels, to manage thematic television networks – both digital and analogic – including integration with third-generation mobile systems;
- creation, development, elaboration, maintenance and support in its own right or on behalf of third parties and retailing of computer software programmes including operational systems;
- management and supply of access to databanks, within the limitations set out in Law 675/1996 (data protection act);
- sales of services of any type and nature via the network;
- production and distribution, both paid and unpaid, of printed materials, magazines, books, multimedia documents useful for the training activity, to facilitate public access to the Internet and/or other online networks and to services available via them;
- training of young people and company staff to undertake educational and information technology procedures;
- in relation to the activities listed above and, therefore, for purely functional and not prevalent reasons, without enlisting the public and in the respect of the bans and principles set out in Laws nos. 1/91 and 197/91, by the T.U. of laws concerning banking and credit, approved by Decree no. 385/93 and by the deliberation of 3 March 1994 of the Inter-ministerial Committee for Credit and Savings, the company:
a) may undertake all other real estate, property, industrial, financial or commercial transactions deemed useful for the achievement of its aims;
b) may acquire or cede shares in enterprises, bodies or companies (both existing and future) having similar or harmonious aims to its own;
c) may grant backings, guarantees, mortgages and guarantees generally in favour of third parties, even for other party’s obligations and these to banks or financial institutions in the medium term, and may contract mortgages of any kind and lend backings, guarantees, cautions and, in general, real or other guarantees to third parties and/or in favour of third parties.

Article 4

The duration of the company is until 31 December 2100 and may be extended by a deliberation of the assembly of shareholders.

Article 5

The deposited capital is Euro 10,000.00 (ten thousand Euros only) and is divided into shares as per Article 2474 of the Civil Code and may be increased by a deliberation of the assembly of shareholders. To finance the company, shareholders may contribute, in proportion to their shares, non-refundable payments or payments to be credited to the “capital account”; no interest will be paid on these contributions, which the company is not obliged to refund. Shareholders, even if not in proportion to the shares owned, may also finance the company through payments onto the company’s current account; these payments will attract no interest and, if the shareholders have not established a date for refund, the company will be liable to refund them after due notice of six months. The payments must nonetheless be made in a form that respects the deliberation of the Inter-ministerial Committee for Credit on 3 March 1994 and the application norms issued by the Bank of Italy.

Article 6 ASSEMBLY

6.1 The assembly represents all shareholders and its deliberations, made in accordance with the law and this statute, are binding upon all shareholders. The assembly is general or extraordinary in accordance with the law.
6.2 It may be convoked out of the offices in Italy, in other European Union countries and Switzerland. The assembly must be convoked at least once a year within one hundred twenty (120) days since the closure of the financial year. However, when particular needs arise, the general assembly may be convoked within one hundred seventy (170) days since the closure of the financial year (art. 2364 of Civil Code).
6.3 Each shareholder holds one vote per Euro contributed.
6.4 Convocations of the assembly are made by the Board of Directors by registered letter or telefax sent to the address of all shareholders not less than fifteen (15) days before the date of the assembly. The invitation must indicate the date, time and venue of the assembly and a list of topics for discussion. The same invitation may also indicate the date established for an eventual second convocation.
6.5 Assemblies not convoked in the above manner will however be held valid if the entire capital is represented in person or by proxy and is attended by all Managing Directors in office and auditors, if nominated.
6.6 To be admitted to the assembly, shareholders must be entered in the Register of Shareholders, in which their address is recorded.
6.7 Every shareholder with rights to participate in the assembly may be represented by a written submission or another person (not necessarily another shareholder), who however cannot be a managing director, an auditor or an employee of the company, in accordance with article 2372 of the Civil Code.
6.8 The Chairman of the assembly will establish the right of participation in the assembly, including by proxy.
6.9 The possibility that the Assembly of the shareholders takes place by video- and/or tele-conference is accepted, provided that all participants can be identified and that they are allowed to listen to the debate and speak in real time during the discussion of issues treated. If these preconditions occur, it is acknowledged that the Assembly takes place in the place where the Chairperson is and where also the secretary and/or notary public are, in order to allow for the writing down and undersigning of the relative minutes of the meeting.
6.10 The assembly is chaired by the Chairman of the Board of Directors or other person designated by the Assembly.
6.11 The assembly will nominate a Secretary, not necessarily a shareholder, and may select .if necessary, two moderators.
6.12 Deliberations of the Assembly are acknowledged by the minutes signed by the President, by the Secretary and, if it is the case, by the moderators. In cases prescribed by law, and whenever the Chairman of the assembly deems it necessary, the minutes may be compiled by a notary public.
6.13 The assembly is validly held with the number of shareholders actually present or attending by videoconferencing, as established in Article 2479bis of the Civil Code.
6.14 Deliberations of assembly will be valid if passed by votes in favour of shareholders representing the social capital in the proportion established by law.
6.15 The following issues must be brought to the attention and of and be approved by shareholders in an general assembly, thereby expressly denying the Board of Directors any powers or facilities relative to acts and decisions concerning them:
a. Purchase and/or exchange of real estate;
b. Purchase and/or exchange of registered assets worth more than Euro 100,000.00 (one hundred thousand Euros only);
c. Finalization of any agreement between the company and, if applicable, companies it may control or have shares in, and any one of the shareholders of the company amounting to more than Euro 100,000.00 (one hundred thousand Euros only);
d. Purchase, underwriting or sale of part of the company shares or other interests in other companies or bodies of convertible or non-convertible bonds, cum warrant bonds, warrants, as well as purchase of companies or branches of companies;
e. Nomination and revocation of the Chair of the Board of Directors and/or the Managing Director/s of the company, conferring of powers to and setting of remuneration of the same.

Article 7 BOARD OF DIRECTORS

7.1 The company will be managed by a Board of Directors consisting of between two and nine members, who may or may not be shareholders, elected by the General Assembly. Directors will hold office for a five (5) year term, expiring with the date of the assembly approving the balance sheet of the fifth year of exercise since the appointment of the same directors and may not be re-elected.
7.2 If, for any reason during the term of office, the majority of the directors should not be reached, the entire Board of Directors will be considered defunct and a assembly of shareholders convoked within fifteen days will nominate a new Board of Directors of the company. In derogation of article 2386 last comma of the Civil Code, the term of office of the managing directors will cease from the time the Board\of Directors has been re-elected, in accordance with this article of the statute.
7.3 Directors are not remunerated unless otherwise deliberated by the general assembly of shareholders.
7.4 The Board has powers to elect from among its members a Chairperson, if not already elected by the general assembly, as well as a Vice Chairperson, one or more Managing Directors and a Secretary, who is not necessarily a Director or a shareholder.
7.5 The Board may meet both in the company offices or elsewhere in Italy or abroad in European Union countries or Switzerland, as often as the Chair – or in case of his absence or inability – the Vice Chair deems suitable, or whenever a written request is made by one of its members.
7.6 The Board is convoked by the Chair – or in case of his absence or inability – the Vice Chair, by letter, telefax or e-mail sent at least five (5) days before the meeting to each Director and, in urgent cases, by telegram or telefax to be sent one (1) day beforehand.
7.7 It is allowed that meetings of the Board of Directors be held by video and/or tele-conferencing, provided that all participants can be identifiable and are allowed to listen to the debate and speak in real time during the discussion of issues treated. Should this be the case, the meeting will be considered to have been held at the location where the Chair of the meeting was, and where the Secretary must also be, so as to permit the minuting and subsequent signature of the minutes in the book.
7.8 Meetings of the Board of Directors are chaired by the Chairperson or – in case of his/her absence or inability – the Vice Chair, or by a Managing Director nominated by those present at the meeting.
7.9 To render the deliberations of the Board valid, the physical and/or video/tele-conferenced presence of the majority of its members in office and a vote in favour by the majority of those present is required. In case of an even number of Directors being present, the vote of the Chair of the Board of Directors or – in case of his/her absence or inability – the Vice Chair will be decisive.
7.10 A Board meeting will be valid, even if not formally convoked, in which all Directors and auditors, if nominated, are present and nobody objects to the debate.
7.11 The decisions of the Board are verified by means of written minutes signed by the Chairperson and Secretary of the meeting.
7.12 The Board of Directors is invested with the widest powers of ordinary and extraordinary management of the company, without exceptions of any kind, and has the capacity to carry out all acts deemed necessary to achieve and implement the company’s aims, excluding only those that the law or this statute expressly reserve for the general assembly of shareholders.
7.13 The Board of Directors, limited by Article 2381 of the Civil Code, may delegate part of its powers, jointly or separately, to the Chairperson, Vice Chairperson and Managing Director/s.

Article 8 COMPANY REPRESENTATION AND SIGNATURE

8.1 The Chairperson of the Board of Directors is the signatory and legal representative of the company before third parties and the law.
8.2 The Board of Directors may attribute legal representation and company signature to the Vice Chairperson and Managing Director/s under the powers conferred upon it; it may further attribute legal representation and the company signature for certain deeds or categories of deeds to other Directors, general managers, managers, proxies and others, who will use these powers within the limits established by the Board.
8.3 The Board may nominate directors as well as agents, negotiators by proxy and mandate-holders in general for certain deeds or categories of deeds.

Article 9 AUDIT COUNCIL

9.1 In case it may be required in accordance with article 2477 of the Civil Code, the Assembly will appoint an Audit Council, composed of three auditors and two supplementary auditors, to be nominated and operational in accordance with the law (art. 2400 of the Civil Code). The Assembly will further elect the Chair of the Council and establish the remuneration of the members of the same.

Article 10 BUDGET AND PROFITS

10.1 The financial year will be closed on 31 December of each year. At the end of each financial year the Board will proceed, in accordance with the law, to draw up the budget (assets, final accounts and integrating notes) together with a report on the company’s management.
10.2 The profits, after deduction of an amount not less than 5% (five percent) for the legal reserves until such time as this reaches 20% of the company’s capital, may be paid out to shareholders or used for other purposes, in accordance with the deliberations of the general assembly of shareholders. Payment of dividends is carried out through the banks designated by the Board and on the date that will be fixed each year by the Board.
10.3 Dividends not collected within five years of the date they are payable, will be refunded to the company.

Article 11 DISSOLUTION

11.1 Should the dissolution of the company occur at any time or for any reason, the Assembly will decide on the method of liquidation and decide upon one or more liquidators and their powers.

Article 12 GENERAL PROVISIONS

12.1 With regard to matters not expressly set down in or governed by this statute, explicit reference will be made to provisions contained in the Civil Code and laws governing the issue. Signed by Maria Amato Garito “ : Luigi Barontini Notaio