ampliter nv - Amplifon Corporate
Transcript
ampliter nv - Amplifon Corporate
AMPLITER N.V. Messrs. Amplifon S.p.A. Via Ripamonti, 133 I-20141 Milano (MI) Amsterdam, March 23rd, 2012 Subject: Filing of the list of candidates for the Board of Statutory Auditors Dear Sirs, The Undersigned, Anna Maria Formiggini, born in Milan on 19/02/1924, in her quality as the Sole Administrator of Ampliter N.V., a company with registered offices in Strawinskylaan 3111, Atrium 6, 1077 ZX Amsterdam – The Netherlands, registered with the Amsterdam Chamber of Commerce – registration n. 33300830 – owner of 121,636,478 shares of Amplifon S.p.A. which represent 54.84% of the company’s share capital, hereby submits on behalf of Ampliter N.V., the list of candidates to be appointed to the Amplifon S.p.A.’s Board of Statutory Auditors, as foreseen in the Agenda for the Shareholders’ Meeting of the latter, convened on 18 April 2012 at 10:00 am CET and, if necessary, in second call on 19 April 2012, at the same place and time. Pursuant to and in accordance with Article 23 of Amplifon’s Articles of Incorporation the following documents are hereby submitted as attachments to the present: 1. the list of candidates for the appointment to become a member of Amplifon S.p.A.’s Board of Statutory Auditors; 2. the declarations made by each candidate in which he/she accepts the candidacy and any appointment, and in which he/she states that he/she satisfies the requirements for taking the office; 3. the list, prepared by each Statutory Auditor candidate, showing the positions held as a director or statutory auditor and when the relative terms of office expire; 4. the curriculum vitae of each candidate; 5. the certificates issued by the centralized management system which show that Ampliter N.V. possesses a number of shares with voting rights in excess of 2% of Amplifon S.p.A.’s share capital. Best regards, AMPLITER N.V. AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830 AMPLITER N.V. Enclosure 1 Candidates for the Board of Statutory Auditors # 1 2 3 Candidate Giuseppe Levi Emilio Fano Maria Stella Brena Office Standing Auditor (Chairman) Standing Auditor Standing Auditor # 1 2 Candidate Mauro Coazzoli Claudia Mezzabotta Office Alternate Auditor Alternate Auditor AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830 AMPLITER N.V. Enclosure 2 Declaration of candidacy and appointment acceptation AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830 DECLARATION The undersigned LEVI GIUSEPPE, born in Milan on October 3rd 1948, resident in Milan – Via Visconti di Modrone n. 36, Tax ID number LVEGPP48R03F205J whereby the Shareholders’ Meeting of Amplifon S.p.A. is convened on 18 April 2012 and, if necessary, in second call, on 19 April 2012, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2012-2014 and, therefore, through the date on which the Shareholders’ Meeting is called to approve the financial statements for the year ending 31 December 2014, declares to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility, states that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively: 1. that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the “testo unico della finanza” or TUF), and other applicable provisions of special laws; 2. to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162; 3. to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law; 4. □ to qualify □ to not qualify as independent pursuant to Art. 3 of the March 2006 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.. Yours faithfully. 20 March 2012 signed by GIUSEPPE LEVI DECLARATION The undersigned FANO EMILIO, born in Milan on January 19th, 1954, resident in Milan, Tax ID number FNA MLE 54A19 F205G whereby the Shareholders’ Meeting of Amplifon S.p.A. is convened on 18 April 2012 and, if necessary, in second call, on 19 April 2012, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2012-2014 and, therefore, through the date on which the Shareholders’ Meeting is called to approve the financial statements for the year ending 31 December 2014, declares to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility, states that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively: 1. that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the “testo unico della finanza” or TUF), and other applicable provisions of special laws; 2. to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162; 3. to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law; 4. □ to qualify □ to not qualify as independent pursuant to Art. 3 of the March 2006 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.. Yours faithfully. 20 March 2012 signed by EMILIO FANO DECLARATION The undersigned BRENA MARIA STELLA, born in Legnano on March 31st, 1962, resident in Busto Arsizio – Corso XX Settembre n. 87, Tax ID number BRN MST 62C71 E514G whereby the Shareholders’ Meeting of Amplifon S.p.A. is convened on 18 April 2012 and, if necessary, in second call, on 19 April 2012, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2012-2014 and, therefore, through the date on which the Shareholders’ Meeting is called to approve the financial statements for the year ending 31 December 2014, declares to accept the candidacy and any appointment as standing statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility, states that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively: 1. that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the “testo unico della finanza” or TUF), and other applicable provisions of special laws; 2. to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162; 3. to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law; 4. □ to qualify □ to not qualify as independent pursuant to Art. 3 of the March 2006 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.. Yours faithfully. 20 March 2012 signed by MARIA STELLA BRENA DECLARATION The undersigned COAZZOLI MAURO, born in Milan on March 25th, 1964, resident in Milan, Tax ID number CZZ MRA 64C25 F205S whereby the Shareholders’ Meeting of Amplifon S.p.A. is convened on 18 April 2012 and, if necessary, in second call, on 19 April 2012, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2012-2014 and, therefore, through the date on which the Shareholders’ Meeting is called to approve the financial statements for the year ending 31 December 2014, declares to accept the candidacy and any appointment as alternate statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility, states that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively: 1. that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the “testo unico della finanza” or TUF), and other applicable provisions of special laws; 2. to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162; 3. to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law; 4. □ to qualify □ to not qualify as independent pursuant to Art. 3 of the March 2006 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.. Yours faithfully. 20 March 2012 signed by MAURO COAZZOLI DECLARATION The undersigned MEZZABOTTA CLAUDIA, born in Fano (Pesaro) on February 3rd, 1970, resident in Milan - Via Tito Livio n. 20, Tax ID number MZZ CLD 70B43 D488M whereby the Shareholders’ Meeting of Amplifon S.p.A. is convened on 18 April 2012 and, if necessary, in second call, on 19 April 2012, to discuss and resolve, among other matters, on the appointment of the members of the Board of Statutory Auditors for the three-year period 2012-2014 and, therefore, through the date on which the Shareholders’ Meeting is called to approve the financial statements for the year ending 31 December 2014, declares to accept the candidacy and any appointment as alternate statutory auditor of Amplifon S.p.A., and toward that end, under his responsibility, states that he satisfies all the requirements set by law and the Articles of Association for taking this office and, in particular, but not exclusively: 1. that there are no reasons for ineligibility and/or incompatibility pursuant to Art. 2399 of the Italian Civil Code and Art. 148, paragraph 3, of Legislative Decree n. 58 of 24 February 1998, as subsequently amended (the “testo unico della finanza” or TUF), and other applicable provisions of special laws; 2. to possess the integrity and professional qualifications called for in Art. 148, paragraph 4 of the above mentioned legislative decree and Ministerial Decree n. 162 of 30 March 2000, n. 162; 3. to not hold office as director or statutory auditor in excess of the maximum total amount permitted by law; 4. □ to qualify □ to not qualify as independent pursuant to Art. 3 of the March 2006 edition of the Corporate Governance Code for Listed Companies promoted by Borsa Italiana S.p.A.. Yours faithfully. 20 March 2012 signed by CLAUDIA MEZZABOTTA AMPLITER N.V. Enclosure 3 List of the positions held as a director or statutory auditor by each Statutory Auditor Candidate AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830 GIUSEPPE LEVI LIST OF OFFICES CURRENTLY HELD AMPLIFON S.p.A. – Chairman of the Board of Statutory Auditors – Public Company AMPLIFIN S.p.A. – Chairman of the Board of Statutory Auditors IMPREGILO S.p.A. – Chairman of the Board of Statutory Auditors – Public Company Gruppo Borsa Italiana - BORSA ITALIANA S.p.A. – Standing Auditor - MONTE TITOLI S.p.A. – Standing Auditor - M. T. S. S.p.A. - Standing Auditor - CASSA DI COMPENSAZIONE E GARANZIA S.p.A. – Chairman of the Board of Statutory Auditors - BIT MARKET SERVICES S.p.A. – Chairman of the Board of Statutory Auditors - SERVIZIO TITOLI S.p.A. – Chairman of the Board of Statutory Auditors Gruppo Touring Club Italiano - TOURING CLUB ITALIANO - Standing Auditor - TOURING SERVIZI S.r.l. – Standing Auditor - TOURING VACANZE S.r.l. – Standing Auditor - LUIGI & FELICE CASTELLI S.p.A. – Chairman of the Board of Statutory Auditors - O.R.M.I.C. S.p.A. – Chairman of the Board of Statutory Auditors - O.R.M.I.C. IMMOBILIARE S.p.A. – Chairman of the Board of Statutory Auditors Milano, March 20th, 2012 ( Giuseppe Levi ) EMILIO FANO MAIN CURRENT APPOINTMENTS Main current appointments: in listed companies : member of Organismo di Vigilanza of TAMBURI INVESTMENT PARTNERS Spa – Milano since 2005 in financial insitutions: statutory auditor of BSI Wealth & Family SIM Spa – Milano – since 2010 statutory auditor of GOTAM Società di Gestione del Risparmio Spa – Milano – since 2009 in other companies: chairman of statutory auditors of GRC PARFUM Spa – Milano - since 1999 statutory auditor of CAIRO EDITORE Spa – Milano – since 2011 statutory auditor of CAIRO PUBBLICITA’ Spa – Milano – since 2008 statutory auditor of CORPORATE EXPRESS Srl – Castelletto Cervo – since 2000. statutory auditor of EOS Servizi Fiduciari Spa – Milano - since 2003 statutory auditor of GIVAUDAN ITALIA Spa - Milano – since 1993 statutory auditor of ICMESA - Industrie Chimiche Meda Spa in liq. - Milano – since 1993 statutory auditor of ISTITUTO DELLE VITAMINE Spa - Milano - since 1997 statutory auditor of Macchine e Accessori per l'Industria Grafica - MACCHINGRAF Srl Ospiate di Bollate - since 1995 statutory auditor of NESPRESSO ITALIANA Spa - since 2002 alternate statutory auditor of AHSI ANGELANTONI KENDRO Spa – Cornate d’Adda alternate statutory auditor of HERCULES ITALIA Spa – Bollate alternate statutory auditor of INTERPUMP GROUP Spa – S. Ilario alternate statutory auditor of NESTLE' ITALIANA Spa – Milano alternate statutory auditor of OSRAM Spa – Milano in no profit institutions: Auditor of ASSOCIAZIONE AMICI DEL MUSEO NAZIONALE DELLA SCIENZA E DELLA TECNOLOGIA LEONARDO DA VINCI – Milano Main appointments held in past years: in listed companies: statutory auditor of MANAGEMENT & CAPITALI Spa – Milano in other companies: statutory auditor of ALCAN PRODOTTI SPECIALI Spa – Milano statutory auditor of CASA BUITONI Spa – Perugia statutory auditor of CASTELGARDEN Spa – Castelfranco Veneto statutory auditor of FINANZIARIA ITALGEL Spa – Parma statutory auditor of INRA DEMOSKOPEA Spa – Milano statutory auditor of MONDOFFICE Srl – Castelletto Cervo statutory auditor of POLYNT Spa - Scanzorosciate statutory auditor of VILLA AMOROSA Spa - Roma Director of TAMBURI & ASSOCIATI - FINANZA E PRIVATIZZAZIONI Spa - Milano Milan, 20 March 2012 (Emilio Fano) MARIA STELLA BRENA Dottore Commercialista e Revisore Legale __________________________________________________________________________________________________________________ MARIA STELLA BRENA LIST OF OFFICES CURRENTLY HELD “BOARD OF STATUTORY AUDITORS” AND “ACCOUNTING AUDITOR” I am currently Member and/or President of the Board of Statutory Auditors of following companies: Basf Italia Srl - Auditor Basf Coatings Spa – Auditor Basf Coatings Services Italy Srl – Auditor Styrolution Italia Srl - Auditor FlintGroup Italia Spa - President Siirtec Nigi Spa - Auditor Randstad Italia Spa - President Randstad Hr Solutions Srl - President Randstad Group Italia Spa – President Randstad HR Services Srl – President Welcomm Engineering Spa – President Fondazione A. De Gasperis – Accounting auditor Technomind Spa – President Fas Spa – Auditor Progetto Grano Spa - President K + S Agricoltura Spa - Auditor Bio – Energy – Organiccrude Spa - Auditor Cosenz 2005 Soc. Coop. Ed. - Auditor Società cooperativa Aurora 1 Srl - Auditor Coop. Ed. Tigullio A.R.L. - Auditor Milan, 20 March 2012 ( Maria Stella Brena ) Via Raimondo Montecuccoli n. 36 - 20147 Milano Via Alessandria n. 1 – 20010 Canegrate tel. 02-433030 fax 02-433408 E-mail pec [email protected] C.fisc. BRNMST62C71E514G P.Iva 09926380156 Mauro Coazzoli Dottore Commercialista Revisore Contabile via Ariberto, 20 - 20144 Milano Italy tel. (+39) 02.89.41.55.08 (r.a.) - fax (+30) 02.58.10.85.87 E-Mail [email protected] www.galimberticoazzoli.it LIST OF OFFICES CURRENTLY HELD Dear Sirs, pursuant to and in accordance with art. 2400 of the Civil Code, please find hereunder the list of the offices I currently hold: Amplifon S.p.A. – Standing Statutory Auditor Borsa Italiana S.p.A. (London Stock Exchange Group) – Standing Statutory Auditor Barclays Family S.p.A. – Standing Statutory Auditor Cassa Comp.ne e Garanzia S.p.A. (London Stock Exchange Group) – Standing Statutory Auditor Amplifin S.p.A. – Standing Statutory Auditor Ampliare S.p.A. - Standing Statutory Auditor Luigi & Felice Castelli S.p.A. – Standing Statutory Auditor O.R.M.I.C. S.p.A. – Standing Statutory Auditor O.R.M.I.C. Immobiliare S.p.A. – Standing Statutory Auditor Touring Club Italiano – Standing Statutory Auditor Touring Editore s.r.l. – Standing Statutory Auditor -----------Monte Titoli S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor MTS S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor Servizio Titoli S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor BiTS Market Services S.p.A. (London Stock Exchange Group) – Alternate Statutory Auditor Cititrust S.p.A. – Alternate Statutory Auditor Milan, 20 March 2012 (Mauro Coazzoli) Claudia Mezzabotta Dottore commercialista Revisore legale Via Carlo Pisacane, 24 20129 Milano Italy E-mail: [email protected] C.F. : MZZCLD 70B43 D488M P.IVA : 01363610419 STATEMENT The undersigned Dr. MEZZABOTTA Claudia, born in Fano (PU), Italy, on February 3, 1970, permanent address in Milano, via Tito Livio 20, Italian Taxpayer Number MZZCLD 70B43 D488M, professional address in Milano, Via Carlo Pisacane 24, certified public accountant of “Albo dei Dottori Commercialisti e degli Esperti Contabili di Milano” since January 25, 1994, reg. no. 3736, certified auditor of “Registro dei Revisori Legali”, reg. no. 72022 according to Ministerial Decree 26/05/1999 (published on the Italian O.J. no. 45 of June 8, 1999), is currently appointed as a member of the following Boards: a) Chairman of the Board of Statutory Auditors of the company Carrara SpA, via Napoli 28, Bussero (MI), VAT no. 03594550968, registered on “R.E.A di Milano” no. 1687389 (appointed on June 29, 2011); b) Member of the Board of Statutory Auditors of the company Ottana Polimeri Srl, Zona industriale S.P. 17, Km. 18, Ottana (NU), VAT no. 07012450966, registered on “R.E.A. di Nuoro” no.0095349 (appointed on December 28, 2011); c) Member of the Board of Statutory Auditors of the company Florio Carta SpA, via Ex Strada Provinciale 161, Premenugo di Settala (MI), VAT no. 08890020152, registered on “R.E.A. di Milano” no. 1256712 (appointed on July 5, 2011); d) Member of the Board of Statutory Auditors of the company Sabre Italia Srl, via Appia Nuova 988/990, Roma, VAT no. 04889061000, registered on “R.E.A. di Roma” no. 812730 (appointed on May 18, 2011). Yours faithfully. Claudia Mezzabotta Milan, March 20, 2012 AMPLITER N.V. Enclosure 4 Candidates’ Curriculum Vitae AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830 GIUSEPPE LEVI Commercialista Via Chiossetto n.2 Tel. 02794265 – 02795812 20122 MILAN [email protected] Milan, 20 March 2012 CURRICULUM VITAE - GIUSEPPE LEVI born in MILAN on 3/10/1948 EDUCATION - baccalaureate in classical studies from G. BERCHET Lyceum in Milan - diploma in basic accounting from C. CATTANEO Institute in Milan - degree in Economics and Commerce from BOCCONI University PROFESSIONAL BACKGROUND - registered in Milan’s Role of Chartered Accountants; - registered in the Registry of Financial Auditors; - works (since 1971) as a Chartered Accounted acting primarily as a corporate consultant and tax advisor; - served as a Standing Auditor in CARIPLO (1995/1997) and in BANCO AMBROSIANO VENETO (1998/2000). Chairman of the Board of Statutory Auditors in (2000/2009); - offices currently held: see the attachment. BANCA ESPERIA CURRICULUM VITAE EMILIO FANO born: in Milano on January 19th, 1954 address: Milano, via Borgogna 5 fiscal code: FNA MLE 54A19 F205G Graduated in Business Administration at Bocconi University in 1979. Member of “Ordine dei Dottori Commercialisti e degli Esperti Contabili di Milano” since 1982. “Revisore Contabile” according to DM 12 Aprile 1995, published by “Gazzetta Ufficiale della Repubblica Italiana” n. 31bis April 1995. Member of “Albo dei Periti del Tribunale di Milano” since 1991. Partner of Studio Reboa & Associati in Milan (now bfc & associati), since 1982. Main advisory areas: advisory activities in companies’ organisation and strategy; advisory in corporate finance, such as sales & acquisitions of companies and shareholdings, mergers and demergers; advisory in recurring activities such as structuring and preparing companies’ financial statements and reports, valuation of companies, groups and shareholdings, feasibility study and return analysis of extraordinary deals; tax advisory, companies’ tax planning, assistance during tax audits, tax litigation and representation with the tax authorities. Main current appointments – see enclosure Milan, 20 March 2012 (Emilio Fano) MARIA STELLA BRENA Dottore Commercialista e Revisore Legale __________________________________________________________________________________________________________________ Curriculum Vitae MARIA STELLA BRENA PERSONAL DETAILS: Name: MARIA STELLA BRENA Date of Birth: 31st March 1962 Home Address: Corso XX Settembre 87, Busto Arsizio, Italy Office Address: Via R. Montecuccoli, 36, Milano, Italy Phone +39 02 433030 Fax +39 02 433408 Mobile+ 39 335 6043274 Nationality: Italian E-mail [email protected] Pec: [email protected] EDUCATION AND QUALIFICATIONS: 1981: High school diploma: Liceo Scientifico Legnano 1986: University degree: Università Luigi Bocconi Via Sarfatti - Milano 1990: State sponsored qualification exam to become Certified Practising Accountant, 1990: Registration to The Court's Official Listing of C.P.A. of Milano, No. 2738 1992: Registration to the Auditors Register under DL LGS, 27th January 1992 No.88 and DPR 20th November 1992 No.474 with Ministerial Decree dd. 12th April 1995 G.U. No.31 Bis dd. 21st April 1995. No. 8093 WORK EXPERIENCE: 1986 - 1989 Professional practice with the Accounting Firm Dr. Addario in Milano 1989 -1993 Cooperation with Dr.Giorgio Galeazzi, Accountant and Tax Attorney, Via Mascheroni 29, Milano. Since 1993: I work in my own Accounting Firm as a Tax and Business Consultant. “BOARD OF STATUTORY AUDITORS” AND “ACCOUNTING AUDITOR” See enclosure. I allow my personal data processing in reference to the Italian Law 675/9, Art. 10, regarding the “Personal data protection code. Milano, 20 March 2012 (Maria Stella Brena) Via Raimondo Montecuccoli n. 36 - 20147 Milano Via Alessandria n. 1 – 20010 Canegrate tel. 02-433030 fax 02-433408 E-mail pec [email protected] C.fisc. BRNMST62C71E514G P.Iva 09926380156 E U R O P E A N F O R M AT FOR THE C U R R I C U L U M V I TA E PERSONAL INFORMATION Name Address Phone Fax E-mail Nationality Date of birth MAURO COAZZOLI VIA ARIBERTO, 20 – 20123 MILANO - ITALY +39.02.89.41.55.08 +39.02.58.10.85.87 [email protected] Italian 25.03.1964 JOB EXPERIENCE • Date Since 1996 free independent professional as Graduated Public Chartered Accountant 1991-1995, professional practise and training at other Chartered Accountant's office. Since 1996 member of the Information Technology Committee of Ordine dei Dottori Commercialisti e degli Esperti Contabili of Milan. Calling professor at MIP - Politecnico of Milano (University of Milan) for International MBA courses. Since 1996 Professor at Scuola di Alta Formazione for Ordine dei Dottori Commercialisti e degli Esperti Contabili di Milano for Information Technology applied to business, offices organization, web and mobile new technologies applied to marketing. Experience in auditing gained in professional activity even in multi-national and international quoted stock companies. More than decennial experience in reporting and control with standard and proprietary formats (U.S. & International G.A.A.P.), and their development. Deep information technology knowledge with particular attention with business aspect effects, and balance evaluation. Statutory auditor in stock companies (market quoted and not) and no-profit sector. Experience as Technical one-side consultant in business matter for legal issue in the Italian Tribunal. Enrolled in the Italian journalist register – “pubblicisti” section. ISTRUZIONE E FORMAZIONE • Date • Name and kind of institute • Specialization • Qualify Pagina 1 - Curriculum vitae di COAZZOLI Mauro 1991 University L. Bocconi - Milan Administration and control Dottore in Economia Aziendale – Specializzazione in Amministrazione e Controllo PERSONAL COMPETENCE AND SKILLNESS through life experience, work, but necessary due to school titles. MOTHELANGUAGE ITALIAN OTHER LANGUAGES • Reading skillness • Writing skillness • Oral skillness ENGLISH Excellent Excellent Excellent • Reading skillness • Writing skillness • Oral skillness TEDESCO Scolastic Scolastic Scolastic RELATIONAL ABILITY AND Excellent relational ability gained with the free professional activity COMPETENCE Live and work with other people, in multi-cultural ambient, inplaces where communication is relevant and where tem cooperative job is relevant ORGANIZATIVE ABILITY AND Excellent organizational ability gained with the free professional activity COMPETENCE I. e. people coordination and organization, projects, balances TECHNICAL ABILITY AND COMPETENCE Deep knowledge of information technology gained through the foundation of a software company during university years. With computers and machines, etc. OTHER ABILITY AND Calling professor at M.I.P – Politecnico di Milano – International M.B.A. (english language). COMPETENCE Not listed before OTHER LICENSE OR PATENTS Driving license type A and type B OTHER INFOS DATE FIRMA Pagina 2 - Curriculum vitae di COAZZOLI Mauro 29.112011 Claudia MEZZABOTTA Via Carlo Pisacane, 24 20129 Milano Italy Tel. +39 02 5469308 Mobile +39 335 8386118 E-mail: [email protected]; [email protected] Born in Fano (Pesaro), Italy - February 3rd, 1970 – Nationality: Italian Family status: Single EDUCATION 2002 Graduate School of Arts and Science, New York University, New York, NY, USA – MASTER OF ARTS IN INDUSTRIAL/ORGANIZATIONAL PSYCHOLOGY, PSYCHOLOGY DEPARTMENT Master’s thesis title: “Justice and Organizational Citizenship Behaviour: Analysis of some experimental data on the case of a college students participation body” – GPA 3.925 1994-95 Stern School of Business, New York University, New York NY, USA - VISITING SCHOLAR AT THE INTERNATIONAL BUSINESS DEPARTMENT Individual Study Program in Accounting and Finance, focused on International Accounting 1993 Luigi Bocconi University, Milan, Italy – “ LAUREA QUADRIENNALE IN ECONOMIA AZIENDALE”, EQUIVALENT TO MASTER IN BUSINESS ADMINISTRATION Dissertation title: "La contabilità internazionale: i sistemi di rilevazione e di rappresentazione dei valori"(“International Accounting Models”) – Grade: 110/110 with honors 1988 Liceo-ginnasio statale "G. Nolfi", Fano (Pesaro) – HIGH SCHOOL DEGREE IN FOREIGN LANGUAGES (“MATURITÀ LINGUISTICA”) - Grade: 60/60 PROFESSIONAL ORGANIZATION MEMBERSHIPS 2012 PROFESSIONAL MEDIATOR – Camera di Conciliazione della Fondazione dei Dottori Commercialisti di Milano, Milan, Italy (since 2011) ASSOCIAZIONE ITALIANA DOTTORI COMMERCIALISTI – Member (since 2010) PROFESSIONAL TRANSLATOR (LANGUAGES: ENGLISH, FRENCH) – Ordinary Member of “Collegio Lombardo Periti Esperti Consulenti”, Milan, Italy (since 2006) INTERNATIONAL AFFILIATE MEMBER – American Psychological Association, Washington D.C., United States (since 2001) REGISTERED AUDITOR – Ordinary Member of “Registro dei Revisori Contabili”, held by the Ministry of Justice, Rome, Italy (since 1999) CERTIFIED PUBLIC ACCOUNTANT – Ordinary Member of “Ordine dei Dottori Commercialisti ed Esperti Contabili di Milano”, the Italian National CPA Organization, Milan branch (since 1994) LANGUAGES ITALIAN FRENCH GERMAN PORTUGUESE JAPANESE mother tongue excellent good fair basic ENGLISH SPANISH TURKISH RUSSIAN excellent very good fair basic PRESENT JOB EXPERIENCE MEMBER OF STATUTORY AUDITORS BOARD in limited companies (SpA and Srl), operating in manufacturing and service industries, also in the role of Chairman of the Board. Chartered Auditor. CONSULTING IN ACCOUNTING AND FINANCIAL STATEMENTS ISSUES, aimed, above all, at medium-large companies (listed and non listed Italian companies; subsidiaries of foreign listed companies; consolidated accounts). Among the more recent experiences: consulting jobs in transition from IT GAAP to IFRS for listed and non listed Italian companies; assistance in the preparation of consolidated accounts; preparation of post-mergers & acquisitions financial statements. These activities have been performed, until September 2011, mostly, but not exclusively, as a freelance consultant of the technical department of a primary European multinational audit firm. CONSULTING IN TAXATION OF LIMITED COMPANIES, in Italy. INSTRUCTOR IN ACADEMIC AND PROFESSIONAL TRAINING PROGRAMS, at both private and public schools and academic institutions, in Italy and abroad. Teaching interests: financial accounting, Italian GAAP, IAS/IFRS, financial statement analysis, auditing, management accounting. REGISTERED INSTRUCTOR FOR PROFESSIONAL MEDIATION COURSES – Registrar of the Ministry of Justice, Rome, Italy. Instructor at Fondazione Dottori Commercialisti di Milano. PROJECT MANAGER – Organismo Italiano di Contabilità, Rome, Italy (since 2010) AUTHOR OF PUBLICATIONS (BOOKS AND ARTICLES), for IPSOA Milano, the Italian branch of Wolters Kluwer N.V. (since 1999), on topics related to Italian GAAP, IFRS, mergers and acquisitions, limited companies taxation. The list of published work includes 9 books, of which three as a sole author, and more than one hundred articles, appeared on technical reviews and magazines sold all throughout Italy (“Pratica Contabile”, “Amministrazione & Finanza”, “Bilancio e Reddito d’Impresa”, “Azienda e Fisco”) and on the academic review “Il controllo nelle società e negli enti”, published by Giuffrè, Milano. ACADEMIC AND TEACHING ACTIVITIES VISITING PROFESSOR IN IFRS SEMINARS – Wichita State University, Wichita (Kansas, USA), in January 2012. ADJUNCT PROFESSOR OF ADVANCED FINANCIAL ACCOUNTING (IFRS) at Università degli Studi di Ferrara, Ferrara, Italy (since 2010) AUTHORIZED INSTRUCTOR FOR PROFESSIONAL MEDIATION COURSES – Registrar of the Ministry of Justice, Rome, Italy. Instructor at Fondazione Dottori Commercialisti di Milano, since 2011. DIRECTOR OF THE DEPARTMENT OF ACCOUNTING AND FINANCIAL REPORTING STANDARDS (IT GAAP, IFRS, US GAAP – COURSES IN ENGLISH) AT THE “SCUOLA DI ALTA FORMAZIONE” OF FONDAZIONE DOTTORI COMMERCIALISTI DI MILANO, the official training school for CPAs of ODCEC Milan (since 2009) ITALIAN AND INTERNATIONAL ACCOUNTING INSTRUCTOR AT THE “SCUOLA DI ALTA FORMAZIONE” OF FONDAZIONE DOTTORI COMMERCIALISTI DI MILANO AND AT ODCEC MILANO (COURSES TAUGHT IN ITALIAN AND ENGLISH) – Milan, Italy (since 2005) PROFESSOR OF ACCOUNTING AND FINANCE, Master in Accounting and Finance, Communication Trend Italia Srl, Milan, Italy (2000-2005). ITALIAN LANGUAGE AND CULTURE INSTRUCTOR (INTERMEDIATE AND ADVANCED CLASS) – New York University “Speaking Freely” foreign language program (2000-2001) ADJUNCT PROFESSOR OF FINANCIAL ACCOUNTING AND ANALYSIS, SDA Bocconi, Milan, Italy, MBA program (English class) (1998) VISITING PROFESSOR OF MANAGEMENT ACCOUNTING, Biznio Mokymo Centras, Kaunas (Lithuania), International Executive MBA, TEMPUS PHARE Project (sponsored by the European Union) (1998) ACCOUNTING AND AUDITING EXPERT, KazGAU, Almaty (Republic of Kazakstan), TACIS Project (sponsored by the European Union) (1998) RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING - Business Administration Department – State University of Turin, Novara, Italy (1997-1998) RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING, “G.Zappa” Business Administration Department, Luigi Bocconi University, Milan, Italy (1993-1999) RESEARCH ASSISTANT AND LECTURER IN FINANCIAL AND INTERNATIONAL ACCOUNTING - Accademia Militare della Guardia di Finanza, Bergamo, Italy (1993-94) (1994) ASSISTANT PROFESSOR - Accounting and Control Area, SDA Bocconi, Milan, Italy (1993-1998) MEMBERSHIP IN TECHNICAL COMMITTEES 2012 MEMBER OF “EFRAG SME WORKING GROUP” – Bruxelles, Belgium (since 2011) MEMBER OF IASCF SME IMPLEMENTATION GROUP, IASCF, London (United Kingdom) (since 2010) MEMBER OF TECHNICAL EXPERTS GROUP “SME STAKEHOLDER GROUP”, AT ACCA, ASSOCIATION OF CHARTERED CERTIFIED ACCOUNTANTS, Rome, Italy (since 2010) MEMBER OF ASSIREVI IFRS CONSULTING COMMITTEE, Milan, Italy (Assirevi is the Italian Association of Audit Firms) (2007-2011) CHAIRMAN OF EQUAL OPPORTUNITIES COMMITTEE AT ORDINE DOTTORI COMMERCIALISTI ED ESPERTI CONTABILI (ODCEC) – Milan, Italy (since 2010) MEMBER OF “IFRS FOR SMES TASK FORCE” AT THE ORDINE DOTTORI COMMERCIALISTI ED ESPERTI CONTABILI (ODCEC) – Milan, Italy (since 2009) MEMBER OF THE CONSULTING COMMITTEE ON ACCOUNTING STANDARDS AT ODCEC – Milan, Italy (since 2005) MEMBER OF THE CONSULTING COMMITTEE ON CORPORATE FINANCE AT ODCEC – Milan, Italy (2010-2011) MEMBER OF THE “IFRS TASK FORCE” AT THE TECHNICAL RESEARCH DEPT. - Mazars SA, Paris, France (2003-2011) OTHER PROFESSIONAL ACTIVITIES CONSULTANT OF THE CRIMINAL COURT OF PESARO, ITALY, collaborating as a technical expert in investigations about the plague of usury in Central Italy (1996-97). ENGLISH – ITALIAN, ITALIAN - ENGLISH AND FRENCH - ITALIAN TRANSLATOR for major publishers and financial institutions (Banca d’Italia, Julius Baer Group, McGraw Hill, Mellon Global Investments, HSBC Bank, Banque Rothschild, et alia). EDITOR FOR THE ITALIAN PUBLISHER “IPSOA WOLTERS KLUWER”, MILAN, for the professional reviews “Pratica Contabile”, “Bilancio e Reddito d’Impresa”, “Azienda e Fisco” and “Amministrazione e Finanza”. A complete list of published work is available in Appendix A. ACADEMIC RESEARCH 1997 SDA Bocconi research project: Analysis of decision processes in small firms 1994 Luigi Bocconi University research project: Evaluation of theoretical and real effectiveness of public policies for start-up and development of small and medium-size firms in Italy SDA Bocconi research project: Small and medium-size firms 1993 Luigi Bocconi University research project: The process of formulation and issuance of accounting standards in some European countries. AWARDS Master Scholar at the Department of Psychology of the Graduate School of Arts and Science, New York University, New York, NY, United States. Gold Medal of Associazione Amici della Bocconi (Bocconi University Alumni Association) as best graduate in academic year 1991-92. OTHER INFORMATION Knowledge of main PC software (Windows Office package, SPSS); and of the Internet. Hobbies: travelling, tennis, scuba diving (PADI OWSI Instructor; PADI EFR Instructor), Italian wines and cuisine (Sommelier - Ordinary member of Associazione Italiana Sommeliers), study of foreign languages. AMPLITER N.V. Enclosure 5 Certificates of attendance issued by the authorized intermediaries AMPLITER N.V.– STRAWINSKYLAAN 3111, ATRIUM 6, 1077 ZX AMSTERDAM Registered With The Chamber Of Commerce Amsterdam Under Number 33300830