INFO COMPANY
FINANCIAL POWER LTD
Reported to the capital subscribed to reach £75.940000,00
GRUPPO R.E.B.I.I. LTD
SEDE LEGALE – 9 Seagrave Road – London SW6 1RP
Company number: 8152888 – Cardif, Joined July 23, 2012
ORIGINAL SINTESY PROJECT
1. Company Name & Legal Structure: FINANCIAL POWER LTD is a private limited company registered in London, UK, with a planned evolution path: first into a joint-stock company, then a Merchant Bank, and ultimately a Private Bank.
2. Registered Office: Headquartered in London, UK (SW61RP, 9 Seagrave Road), with the possibility of relocation within the same municipality via Board resolution.
3. Group Affiliation: The company is part of the R.E.B.I.I. LTD – LONDON group.
4. Corporate Duration: The company is established until December 12, 2100, with provisions for early dissolution or extension via shareholders’ resolution.
5. Share Capital: Initial subscribed capital of £75,947,497, divided into 1,000,000 ordinary shares with a nominal value of £75.94 each.
6. Controlling Shareholder: R.E.B.I.I. LTD holds absolute majority control; any reduction in its stake triggers automatic dissolution of the company.
7. Shareholding Limits: No shareholder, except R.E.B.I.I. LTD may hold more than one-third of the ordinary shares.
8. Core Business Activities: Banking and financial services initially reserved for capital-participating members; public services permitted only upon meeting legal requirements. Activities include real estate development, investments, import/export, guarantees, and SME financing.
9. Ethical Finance Principles: Credit is recognised as a human right; operations prioritise transparency, equitable profit distribution, shareholder engagement, and positive social/environmental impact.
10. Operational Divisions: Merchant Banking, Social & Ethical Finance, Local Development Bank, Sports Bank, Agricultural Bank, Small Business Bank, Commercial Bank, Employment Bank, and Guarantees Division.
11. Corporate Governance Bodies: Shareholders’ Assembly, Board of Directors (3–13 members), Technical & Executive Committee, Chairman, Board of Statutory Auditors, and Managing Director.
12. Shareholders’ Assembly: Ordinary and Extraordinary meetings with legally defined quorums; videoconference participation permitted with verified identity and real-time engagement safeguards.
13. Board of Directors: Elected by the Assembly for three-year renewable terms; manages ordinary and extraordinary administration, with strategic decisions reserved for collective deliberation.
14. Remuneration Policy: Fixed annual fees, attendance fees, and expense reimbursements for directors and auditors; performance-based bonuses are prohibited for control bodies.
15. Shareholder Admission: Applications reviewed at the Board’s discretion; right of withdrawal if rejected; existing shareholders hold pre-emption rights on share transfers.
16. Share Transfers: Registered, dematerialised shares; pre-emption procedure with formal notice; issue price includes nominal value, share premium, advertising costs, guarantee fund contribution, and CLUBin Foundation allocation.
17. Ethics Committee: 5–7 members appointed by the Assembly for three-year terms (renewable up to three consecutive terms); advisory and oversight role to ensure compliance with ethical principles.
18. Financial Reporting & Profit Allocation: Fiscal year ends December 31; financial statements approved within 120 days; profit distribution: 5% to legal reserve, minimum 5% to statutory reserve, dividends to shareholders, up to 10% to social initiatives via CLUBin Foundation.
19. Guarantee Fund: New members contribute £23 to a dedicated fund supporting microcredit, interest-free operations, and youth entrepreneurship; resources are invested in secure, liquid instruments.
20. Dissolution & Liquidation: In case of dissolution, the Assembly appoints liquidators; residual assets are distributed proportionally among shareholders; matters not covered by these Articles are governed by applicable UK law.