Deed of Establishment of the Foundation

ITALIAN REPUBLIC

In the year two thousand and twenty-two, on the twenty-second day of September, in Naples, at Corso Umberto No. 40, in a hall of the Federico II University of Naples

September 22, 2022

Before me, Dr. Angela Caputo, Notary in Afragola (NA), with an office at Corso Enrico De Nicola No. 33, registered with the Notarial College of the United Districts of Naples, Torre Annunziata, and Nola, and in the presence of the witnesses:
CAMPANA Clara born (omitted), domiciliated in (omitted);
FORLANI Adriana born (omitted), dimiciliated in (omitted);

 

THE FOLLOWING ARE PRESENT

• The “UNIVERSITY OF NAPLES FEDERICO II”, headquartered in Naples at Corso Umberto I No. 40, tax code No. 00876220633, as per the resolution of the Board of Directors No. 76 dated January 27, 2022, and DR/2022/3618 dated September 20, 2022, represented by Vice-Rector Prof. Rita Maria Antonietta Mastrullo, born in Bisaccia (AV) on May 21, 1954, appointed by Rector Prof. Matteo Lorito by decree No. 3784 dated November 19, 2020, domiciled in office at the University headquarters, by virtue of a special power of attorney executed before me, the Notary, on September 20, 2022, under repertory No. 8127 (hereinafter referred to as the “Proposing Founder”);
• The “UNIVERSITY OF PALERMO – PUBLIC UNIVERSITY”, headquartered in Palermo at Piazza Marina No. 61, tax code No. 80023730825, represented by Prof. Rita Maria Antonietta Mastrullo, born in Bisaccia (AV) on May 21, 1954, domiciled in Naples at Corso Umberto I No. 40, by virtue of a special power of attorney executed before Notary Guenda La Rosa of Palermo on September 20, 2022, under repertory No. 16131;
• The “UNIVERSITY OF CAGLIARI”, headquartered in Cagliari at Via Università No. 40, tax code No. 80019600925, represented by Prof. Luciano Colombo, born in Venice on August 6, 1960, residing in Cagliari at Via Del Sole No. 33, by virtue of a special power of attorney executed before Notary Carlo Mario De Magistris of Cagliari on September 19, 2022, under repertory No. 144882;
• The “UNIVERSITY OF BARI ALDO MORO”, headquartered in Bari at Piazza Umberto I No. 1, tax code No. 80002170720, represented by Prof. Pierfrancesco Dellino, born in Bari on January 31, 1959, residing in Modugno (Bari) at Via Fiume No. 10, by virtue of a special power of attorney executed before Notary Marco Tatarano of Bari on September 16, 2022, under repertory No. 5264;
• The “POLITECNICO DI TORINO”, headquartered in Turin at Corso Duca degli Abruzzi No. 24, tax code and registration number at the C.C.I.A.A. of Turin 0518460019, represented by Pierluigi Claps, born in Avigliano (PZ) on September 15, 1960, residing in Trino (TO) at Via Montevecchio Rodolfo No. 3, by virtue of a special power of attorney executed before Notary Caterina Bima of Turin on September 21, 2022, under repertory No. 135783;
• The “EUROPEAN ACADEMY OF BOZEN-BOLZANO” (Europäische Akademie Bozen in German, Accademia Europea di Bolzano in Italian, Academia Europeica Bulsan in Ladin), headquartered in Bolzano (BZ) at Viale Druso No. 1, tax code No. 94032590211, represented by Prof. Rita Maria Antonietta Mastrullo, born in Bisaccia (AV) on May 21, 1954, domiciled in Naples at Corso Umberto I No. 40, by virtue of a special power of attorney executed before Notary Elena Lanzi of Bolzano on September 20, 2022, under repertory No. 22046;
• The “CIMA FOUNDATION” (International Center for Environmental Monitoring), headquartered in Savona (SV) at Via A. Magliotto No. 2, tax code No. 92085010095, registered under No. 34/UTG of the Register of Legal Entities, represented by President Luca Ferraris, born in Genoa on May 10, 1969, domiciled in office at the Foundation’s headquarters, as per the resolution of the Board of Directors dated September 21, 2022;
• The “UNIVERSITY OF FLORENCE”, headquartered in Florence at Piazza San Marco No. 4, tax code No. 01279680480, represented by Fabio Castelli, born in Rome on February 15, 1961, residing in Florence at Via Giovanni Prati No. 23, by virtue of a special power of attorney executed before Notary Rosanna Montano of Florence on September 20, 2022, under repertory No. 64732;
• The “UNIVERSITY OF PADUA”, headquartered in Padua at Via 8 Febbraio No. 2, tax code No. 80006480281, represented by Prof. Rita Maria Antonietta Mastrullo, born in Bisaccia (AV) on May 21, 1954, domiciled in Naples at Corso Umberto I No. 40, by virtue of a special power of attorney executed before Notary Andrea Todeschini Premuda of Mestrino on September 20, 2022, under repertory No. 7100;

• The “ALMA MATER STUDIORUM – UNIVERSITY OF BOLOGNA”, headquartered in Bologna at Via Zamboni No. 33, tax code No. 80007010376, represented by Rita Maria Antonietta Mastrullo, born in Bisaccia (AV) on May 21, 1954, domiciled in Naples at Corso Umberto I No. 40, by virtue of a special power of attorney executed before Notary Federico Rossi of Bologna on September 20, 2022, under repertory No. 89473.
  The aforementioned nine (9) special powers of attorney are attached, in a single package, to this deed in a certified copy (Annex “A”).

Also present is Professor Andrea Prota, born in Naples on November 5, 1973, residing in Naples at Rione Sirignano No. 9, tax code: PRT NDR 73S05 F839I, Professor at the Department of Structures for Engineering and Architecture.

I, the Notary, am certain of the personal identity of the appearing parties.

 

WHEREAS

– This deed concerns the establishment of a foundation within the framework of the Research Program under the Ministerial Decree of the Ministry of University and Research (hereinafter “MUR”) No. 341 of March 15, 2022, and subsequent amendments (hereinafter “DD”), regarding the public call for the submission of intervention proposals for the creation of “Extended Partnerships between universities, research centers, and businesses for the funding of basic research projects,” within the National Recovery and Resilience Plan, Mission 4 “Education and Research” – Component 2 “From Research to Business” – Investment 1.3, funded by the European Union – NextGenerationEU, specifically referring to Topic No. 3 “Environmental, Natural, and Anthropogenic Risks”;

– Considering the technical and practical difficulties encountered in bringing together all the entities interested in participating in the establishment of the foundation, and thus, in partial derogation from statutory rules, the appearing parties intend to allow entities not present today, but listed in the preamble below, to join the deed of incorporation at a later stage, provided that such adherence occurs no later than October 31, 2022;

– Such adherence must be formalized through a public deed in which the interested entities will participate together with the Founding Proposer, always in compliance with the requirements and limitations set by the “DD.” This deed must be completed by October 31, 2022. The aforementioned public deed will integrate the present deed of incorporation, and the Adherents will be considered Founders and/or Constituent Participants in all respects, as if they were present today;

– The interested entities must, by October 20, 2022: 1) communicate to the Founding Proposer their intention to join the Foundation; 2) send documentation proving the payment of the first annual contribution due according to the category of each Founding Member/Participant, into the “dedicated bank account” specified in Article 8 of this deed; 3) provide suitable authenticated documentation to legitimize their participation in the aforementioned public deed of adherence (such as proxies and/or authorizing resolutions);

– After October 31, 2022, the Foundation shall be deemed constituted exclusively by the parties to this deed of incorporation and any subsequent adherents, with the clarification that any additional entities interested in joining thereafter may acquire the status of Members of the Foundation only in accordance with the statutory rules, always in compliance with the provisions of the “DD”;

– In partial derogation from the above, the public entity “National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA)” and the public administration “Department of Civil Protection,” as well as any other public administrations and/or entities signatory to the Project related to this Foundation, shall also be considered Founding Entities and/or Participants in all respects, provided they complete the necessary authorization procedures and join the Foundation within 60 days of acquiring legal personality. Their adherence shall be formalized through a specific public deed of adherence, following the acquisition of the appropriate internal authorization and the payment of their respective share of the Endowment Fund (determined by the category of each Founding Member, as defined in this deed and the attached statute), with their rights taking effect from that date. An authenticated copy of the public deed of adherence, along with documentation proving the entity’s legitimacy and the payment of the quota, must be promptly communicated to the President of the Foundation and the Founding Proposer;

– In consideration of the above and in compliance with the “DD,” the appearing parties, as well as any future adherents through the act of adherence, assume and may assume the following qualifications:

(A) The qualification of “Founding Proposer”: University of Naples Federico II; (B) The qualification of “Universities and Public Research Institutions”: Alma Mater Studiorum – University of Bologna; Polytechnic University of Milan; Polytechnic University of Turin; University of Bari Aldo Moro; University of Palermo; University of Florence; University of Genoa; University of Padua; Sapienza University of Rome; University of Cagliari; Free University of Enna “Kore”; National Agency for New Technologies, Energy and Sustainable Economic Development (ENEA); CIMA Foundation; National Institute of Oceanography and Experimental Geophysics (OGS); Southern Apennines River Basin District Authority (ABDAM); (C) The qualification of “Other Non-Profit Entities”: Regional Agency for Prevention, Environment and Energy of Emilia-Romagna (Arpae); Ca’ Foscari University of Venice Foundation; European Academy of Bolzano Association; (D) The qualification of “Governmental Structures”: Department of Civil Protection; (E) The qualification of “Entities with Economic Purposes”: Almaviva; Engineering Ingegneria Informatica S.p.A.; Eni Rewind (Eni); Holding Ferrovie dello Stato Italiane (FS); IREN; Generali.

Now, therefore, in consideration of the foregoing, which is to be regarded as an integral and substantive part of this deed, the appearing parties, in their respective capacities, agree as follows:

ARTICLE 1
The appearing parties, in their respective capacities (hereinafter referred to as the “Founding Entities”), hereby establish a foundation (hereinafter referred to as the “Foundation”) pursuant to and for the purposes of Articles 14 et seq. of the Italian Civil Code and Presidential Decree 361/2000, named “Multi-Risk sciEnce for resilienT commUnities underR a changiNg climate” (“RETURN”).

ARTICLE 2
The Foundation is headquartered in the Municipality of Naples (NA), at Corso Umberto I, No. 40.

ARTICLE 3
The Foundation has an unlimited duration.

ARTICLE 4

1. The Foundation is governed by the Statute, which, after being read in the presence of the witnesses, has been provided by me, the Notary, to the appearing parties and is attached hereto (Annex “B”) as an integral and substantial part of this document (hereinafter also referred to as the “Statute”).
2. Article 5 of the Statute identifies the categories of “Foundation Members” and specifically regulates their requirements, admission, and governance.

ARTICLE 5

1. The Foundation is a non-profit entity.
2. The Foundation pursues its objectives in compliance with principles of economic management. The distribution of any proceeds, income, or profits derived from its activities is strictly prohibited in any form, as is the allocation of any share of assets, which must be used exclusively for achieving the Foundation’s objectives.

ARTICLE 6
As part of its general institutional purpose, the Foundation has the specific objective of acting as an implementing entity (“HUB”) for the execution of the Research Program referred to in the aforementioned “DD,” with a specific focus on the theme of “Environmental, Natural, and Anthropogenic Risks.” As such, the Foundation is responsible for initiating, implementing, and managing the corresponding Extended Partnership.

ARTICLE 7
To achieve its institutional objectives, the Foundation carries out the activities specified in Article 2, paragraphs 3 and 4, of the Statute.

ARTICLE 8

1. The entities established in this act have contributed a total amount of €200,000.00 (two hundred thousand euros) in favor of the newly established Foundation, allocated as follows:
   • €20,000.00 (twenty thousand euros) contributed by the Proposing Founder, duly transferred via bank transfer issued on September 21, 2022, by Intesa Sanpaolo S.p.A.;
   • €20,000.00 (twenty thousand euros) contributed by the University of Palermo, duly transferred via two bank transfers issued on September 20, 2022, by Unicredit S.p.A., each amounting to €10,000.00 (ten thousand euros);
   • €20,000.00 (twenty thousand euros) contributed by the University of Cagliari, duly transferred via bank transfer issued on September 20, 2022;
   • €20,000.00 (twenty thousand euros) contributed by the University of Bari, duly transferred via bank transfer issued on September 19, 2022, by Intesa Sanpaolo S.p.A.;
   • €20,000.00 (twenty thousand euros) contributed by the Polytechnic University of Turin, duly transferred via bank transfer issued on September 19, 2022, by Unicredit S.p.A.;
   • €20,000.00 (twenty thousand euros) contributed by the European Academy of Bolzano Association, duly transferred via bank transfer issued on September 20, 2022, by Cassa di Risparmio di Bolzano S.p.A.;
   • €20,000.00 (twenty thousand euros) contributed by the Cima Foundation, duly transferred via bank transfer issued on September 19, 2022, by Banca Passadore & C.;
   • €20,000.00 (twenty thousand euros) contributed by the University of Florence, duly transferred via bank transfer issued on September 19, 2022;
   • €20,000.00 (twenty thousand euros) contributed by the University of Padua, duly transferred via bank transfer issued on September 20, 2022, by Intesa Sanpaolo S.p.A.;
   • €20,000.00 (twenty thousand euros) contributed by the University of Bologna, duly transferred via bank transfer issued on September 21, 2022, by Crédit Agricole Italia S.p.A.

Of this amount, €100,000.00 (one hundred thousand euros) constitute the Foundation’s initial endowment fund.

All the aforementioned contributions have been made to the dedicated bank account in compliance with Article 1 of Law No. 147 of December 27, 2013, as amended by Article 1, paragraph 142, of Law No. 124 of August 4, 2017. This account is registered to Notary Angela Caputo at Deutsche Bank Spa, Caivano (NA) branch, IBAN IT34B0310439780000000822820 (hereinafter also referred to as the “Dedicated Bank Account”). The contributions will be considered effectively executed only once they are available in the said account.

The undersigned Notary is entrusted with holding these funds in order to transfer them to the Foundation’s bank account, once opened, upon the simple request of the Foundation’s President.

1. The Foundation’s assets, including their composition, are regulated by Article 4 of the Statute.

ARTICLE 9

1. Andrea Prota, previously identified, is provisionally appointed as the “President” of the Foundation, partially derogating from Article 13 of the Statute, until a new appointment is made in accordance with the same article. Additionally, he is appointed as the “Sole Administrator” until the first Board of Directors is formed, in partial derogation of the provisions of the Statute, as further specified in Article 8, paragraph 6, of the Statute. He accepts the position and confirms, under his own responsibility, that there are no grounds for disqualification, ineligibility, or forfeiture against him, including those specified in Article 2382 of the Italian Civil Code, or any prohibitions on holding the position of administrator issued against him in any European Union member state.
2. Notwithstanding the above, the President declares that the Foundation’s governing bodies will be appointed as provided in the Statute.

ARTICLE 10

1. The Foundation intends to obtain legal personality under private law, based on recognition granted pursuant to Presidential Decree No. 361 of February 10, 2000, and does not currently seek the status of an “ETS” (Third Sector Entity) under the Third Sector Code or registration with the Single National Register of the Third Sector (RUNTS).
2. Andrea Prota, as President of the Foundation, shall carry out all necessary formalities for the recognition of the Foundation and the acquisition of legal personality. He is expressly authorized, even pending the recognition process, to request the Foundation’s tax code, open bank accounts in the Foundation’s name, and generally perform all necessary operations related to the objectives set out in the “DD” and essential for obtaining funding. He is also authorized, within the limits allowed by applicable law, to make any modifications, additions, and/or deletions to this act and the attached Statute that may be requested by the competent authorities.

ARTICLE 11

1. The expenses related to this deed shall be borne in accordance with the law.
2. For the purposes of registration, it is declared that the Initial Endowment Fund amounts to €100,000.00 (one hundred thousand euros).
3. The application of the tax benefits under Article 3 of Legislative Decree No. 346 of October 31, 1990, as subsequently amended and/or supplemented, is requested.

I, the Notary, in the presence of the witnesses, have been expressly exempted by the parties from reading the annexes other than the Statute of the Foundation.

At the request of the parties, I, the Notary, have received this deed, which, in the presence of the witnesses, I have read together with the attached Statute of the Foundation to the appearing parties, who approve and sign it with the witnesses and me, the Notary, in accordance with the law at 9:45 AM.

Typed electronically by a trusted person of mine and completed by hand by me, the Notary. Consisting of two sheets for a total of seven pages thus far.

Signed:

• Rita Maria Antonietta Mastrullo
  Luciano Colombo
  Pierfrancesco Dellino
  Pierluigi Claps
  Luca Ferraris
  Fabio Castelli
  Andrea Prota
  Adriana Forlani
  Clara Campana
  Angela Caputo (Sigillo)