Via Livio, 14 – Building Grassi
6830 Chiasso Switzerland

Solvency Requirements

Notice of solvency requirements of CSC COMPAGNIA SVIZZERA CAUZIONI S.A.

Notice of solvency requirements of CSC COMPAGNIA SVIZZERA CAUZIONI S.A. 

This notice is an integral and substantial part of the surety bond in accordance with the first paragraph of art. 14 of the GENERAL GUARANTEE CONDITIONS shown on the back of the surety bond with code Mod. 041/PR/19. 

It must first be pointed out that the Company, from the date of its incorporation to the date of publication of this notice, has always met its obligations and has never been subject to any enforcement proceedings either in Switzerland or in any other of the thirty-seven countries in which its clients operate: Afghanistan, Saudi Arabia, Austria, Belgium, Cameroon, Ecuador, United Arab Emirates, Finland, France, Ghana, Germany, Hong Kong, India, England, Italy, Mali, Macedonia, Morocco, Netherlands, Norway, Oman, Pakistan, Panama, Monaco, Dominican Republic, South Africa, Romania, Russia, Serbia, Spain, United States of America, Qatar, Sudan, Sweden, Thailand, Ukraine, Uganda. 

The administrative body of the Company determines objective criteria, referring to the activity carried out, to the ratio between indebtedness and assets and to the size and turnover on the basis of which it may be appropriate to increase the assets; in any event the share capital may not be lower than the minimum laid down by Art. 621 of the Code of Obligations (OC 1992-733; FF1983-II-713). 

The administrative body of the Company determines the administrative and accounting organisation and any internal controls necessary to ensure capital adequacy and containment of risk, including the repetitional risk in its various forms; it also pursues healthy and prudent management or the capital, structural and organisational suitability of the Company. 

The Company's administrative body dictates the rules and conduct within which the directors, proxies, employees and collaborators carry out their activities and discourages or prohibits any behaviour it deems contrary to the criteria of good administration. 

The Company's Directors shall be chosen according to criteria of appropriate and proven professionalism and competence from among persons who have accrued overall experience of at least five years through the exercise of: administration or control activities or managerial duties in commercial, industrial or financial companies of a suitable size both in Switzerland and abroad; professional activities in subjects relating to the economic sector both in Switzerland and abroad; teaching activities in legal or economic subjects both in Switzerland and abroad; administrative or managerial functions in the Public Administration both in Switzerland and abroad. 

The Company, established in October 2012, has during its existence had different social purposes; the first social purpose was: the performance of all operations of a financial and commercial nature, in any form and in particular the direct financial participation in the form of loans, leasing, provision of guarantees, etc. Also included in the social purpose is the assumption of representations of other companies, the management of similar companies, the granting of surety bonds to secure transactions and obligations of third parties, the granting of collateral, and in general the exercise of all forms of credit allowed by law. The company may also carry out any activity directly or indirectly connected with the corporate purpose, set up branches, secondary offices, subsidiaries  and agencies and participate in any form in companies with similar purposes in Switzerland and abroad.

In February 2013 it modified its social purpose as follows: the performance of all operations of a financial and commercial nature, in any form and in particular the direct financial participation in the form of loans, leasing, provision of guarantees, etc. Also included in the social purpose is the assumption of representations of other companies, the management of similar companies, the granting of simple guarantees to secure transactions and obligations of third parties, the granting of collateral, and in general the exercise of all forms of credit permitted by law. The company may also carry out any activity directly or indirectly connected with the corporate purpose, set up branches, secondary offices, subsidiaries and agencies and participate in any form in companies with similar purposes in Switzerland and abroad.

Later, in October 2016, it changed its social purpose as follows: the performance of all operations of a financial and commercial nature, in any form and in particular direct financial participation in the form of loans, leasing, provision of guarantees, management of economic transactions aimed at electronic commerce of goods and services, etc.. The company's purpose also includes the assumption of representations of other companies, the management of similar companies, the granting of simple or conditional surety bonds to guarantee transactions and obligations of third parties, the granting of collateral and in general the exercise of all forms of credit allowed by law, business consultancy, study, research and analysis on economic matters, market research, commercial information, evaluation of the solvency of companies and the reasonableness of new industrial and real estate projects, management of computer and data processing services. The company may also carry out any activity directly or indirectly related to the corporate purpose, establish branches, subsidiaries and agencies and participate in any form in companies with similar purposes in Switzerland and abroad. All the above activities may be carried out by the company both in Switzerland and abroad, without excluding any foreign country. 

And finally, in March 2019, has again varied its social purpose as follows: the company may carry out all commercial, industrial, real estate, construction consulting activities inherent to new entrepreneurial investments put in place or to be put in place both in Switzerland and abroad without excluding any foreign country, studies, research and analysis in economic, statistical, commercial, industrial, real estate and construction matters, drafting of industrial plans, quanti- qualitative control of production and related industrial costs with application of own and third party methodologies, market research for the definition of commercial and marketing strategies, commercial information and evaluation of the solvency of specific commercial, industrial, real estate and construction investments made by companies, evaluation of the reasonableness of new industrial, real estate and construction projects, management of computer services and data processing of an economic and statistical nature, organisation, holding, coordination of seminars, symposia, meetings, plans and courses of study, education and training of personnel, advice on structure and industrial and commercial strategies, study, research and supply of technologies for the realisation of industrial plants, factories and production units on a turnkey basis, preparation of feasibility studies, determination of financial requirements and identification of hedging instruments, including facilitated ones, analysis of economic returns, analysis and evaluation of assets, patents and trademarks, retrieval, consolidation, transfer of corporate know-how, research and promotion of joint ventures, provision of logistical and organisational services, the assistance in operations of productive delocalisation both of the entire productive process and of some phases of the workings, the concession of simple sureties or subject to suspensive condition to guarantee commercial, industrial, real estate, building operations and therefore of obligations of third parties, the concession of declarations aimed at evaluating the economic reasonableness, financial sustainability and profitability of new commercial, industrial, real estate and building projects and the technical capacity and solvency limited to such operations of the promoting enterprises. The corporate purpose also includes the assumption of representations of other companies and the management of similar companies both in Switzerland and abroad, without excluding any foreign country. The company may also carry out any activity directly or indirectly related to the corporate purpose, establish branches, secondary offices, subsidiaries and agencies and participate in any form in companies with similar purposes in Switzerland and abroad. All the above activities may be carried out by the company both in Switzerland and abroad, without excluding any foreign country. 

With regard to the activity of granting simple surety bonds or those subject to suspensive conditions to guarantee commercial, industrial, real estate, building operations and therefore third party obligations, it is considered appropriate to point out that the Company is a commercial company and therefore the sureties it issues cannot be equated either from a substantial or formal point of view with those issued by banks, insurance companies, financial companies, or from the point of view of solvency, or from the point of view of controls (since the Company is not supervised by any Authority in the banking, insurance or financial sector) or even from a legal point of view (since the laws of the banking, insurance or financial sector do not provide for the same guarantees), financial companies, neither from the point of view of solvency, nor from the point of view of controls (since the Company is not supervised by any Authority in the banking, insurance or financial sector) and neither from the legal point of view (since the laws of Switzerland and of all European countries provide that the guarantee to be given on the basis of the laws must be issued by banks, insurance companies and in some cases by financial companies and must also have certain requirements for prompt collection); moreover, the Company is not registered in any register or list of banking, insurance or financial supervisory authorities, neither in Switzerland nor in other countries and carries out its activities exclusively at its own offices in Switzerland and does not have a permanent organisation

or its own offices in other countries, therefore it is not obliged to be subject to foreign regulations.

Finally, with regard to its solvency, recalling that the Company, from the date of its incorporation to the date of publication of this notice, has always met its obligations and has never been subject to enforcement procedures either in Switzerland or in any other of the many foreign countries in which its clients operate, it is deemed appropriate to highlight the following: 

  1. the Company has a paid-up capital of one million Swiss francs; 

  2. all the surety bonds issued by the Company provide for peremptory obligations on the part of the counter-parties and important limitations in favour of the Company; they also provide for precise conditions precedent for the validity of the surety; the non-fulfilment of even one of these conditions precedent determines the absolute and irremediable nullity of the guarantee; it is deemed opportune to transcribe article 10 of the general conditions of guarantee governing the sureties issued by the Company, specifically named conditions precedent: This surety shall not be considered stipulated and shall not create any legal bond if it is not duly signed by the Company, the Policyholder, the Beneficiary, the joint guarantors and the co-obligated parties, and if the sum indicated on the title page has not been collected by the Company, and if it is not accompanied by the "receipt of collection of the sum" and the "deed of efficacy of the guarantee", both signed by the Company or by a person expressly authorised to do so by written deed. The Contracting Party and the Beneficiary jointly and severally undertake, under penalty of ineffectiveness of the surety, to send by registered letter to the Company's Head Office within 30 days from the date of issue of the surety, the third original copy of this surety with any attachments and appendices duly signed by the Contracting Party, the Beneficiary, the joint guarantors and the co-obligated parties. The Policyholder undertakes to provide mortgage guarantees in favour of the Company on real estate assets, including those belonging to third parties, with a realisable value at least equivalent to the guarantee provided, which shall have no legal effect until this condition is fulfilled. It is hereby certified that as of the date of publication of this notice, no contractor, no joint or several obligor, and in any case no third party has granted a mortgage on real estate in favour of the Company;

  3. in January 2013 the Company set up a provision for bad debts of 12,317,483.50 euros composed of a receivable from a private Italian company with payment due on 15.12.2019 for which negotiations are underway for its renewal for a five-year period and therefore it is considered almost certain that at least until 15.12. 2024 this receivable can neither be collected nor liquidated. 2024 this receivable can neither be collected nor liquidated; therefore, this fund is made up of a receivable with a medium-term maturity and for which, moreover, there is the risk of uncertainty of collection due to the hypothetical insolvency of the debtor; this fund was set up for the exclusive purpose of allowing wider coverage of the hypothetical economic risk related to the sureties issued by the Company; the Company would also like to draw the attention of potential beneficiaries of the sureties to the fact that this fund may contain assets that are not immediately liquid, such as receivables from third parties; should it be necessary to use these assets to cover the enforcement of a surety issued, the beneficiary, upon signing the deed of surety issued, undertakes, without any reservation, to grant the Company a reasonable time based on the circumstances of the case, to proceed with their realisation.

“This document is a simple translation into English of the original document in Italian, the official language of Cantone Ticino, which can be found on the website www.csc-lugano.ch. Therefore, in the event of inaccuracies, errors, imprecisions, or difficulties in interpreting this document, the original document in Italian shall prevail; this also applies if there is a contrast between what is reported in this document and what is reported in the original document in Italian. - Il presente documento è la traduzione semplice in lingua inglese del documento originario in lingua italiana, lingua ufficiale del Cantone Ticino, presente sul sito www.csc-lugano.ch; pertanto in caso di inesattezze, errori, imprecisioni, difficoltà interpretative del presente documento, prevale il documento originario in lingua Italiana; questo anche nel caso in cui vi fosse un contrasto fra quanto riportato nel presente documento e quanto riportato sul documento originario in lingua Italiana.”