Il Sole 24 ORE S.p.A. Articles of Association ***** Preamble

Transcription

1 Annex A to deed no /8224 of 30 October 2007 The inclusion of this text of the articles of association with the minutes to the Shareholders Meeting of 30 October 2007 does not constitute filing with the Company Register pursuant to Article 2436 of the Italian Civil Code, given that the effectiveness of the text is conditioned upon the start of trading of Il Sole 24 ORE S.p.A. special shares on the Mercato Telematico Azionario (screen-based equity market) segment of the Italian stock exchange. Il Sole 24 ORE S.p.A. Articles of Association ***** Preamble The Il Sole 24 ORE publishing group is both an institution and the civic and cultural soul of Italy. With fully 142 years of history, Il Sole 24 ORE presents the values of a free market and of a financial community that is wholly integrated into the European Union. By providing a full range of independent news and information, Il Sole 24 ORE measures the level of transparency in Italy and promotes free initiative and efficiency. Il Sole 24 ORE promotes market openness, competition, and a culture of innovation and internationalisation. Through all of its publications and activities, Il Sole 24 ORE seeks, on a daily basis, to embody the entrepreneurial spirit and business values that can be found in businesses of all types and of all sizes. Il Sole 24 ORE shall remain faithful to its longstanding identity as an irreplaceable voice in the business world and on the financial markets. A real-time guide to the complexities of today s global, multimedia world.

2 2 Company incorporation, object, headquarters, and duration Article 1. Company name A società per azioni (joint-stock company) has been established under the name: Il Sole 24 ORE S.p.A. Article 2. Company object The company conducts, either directly or through subsidiaries and other shareholdings, publishing activities by any technical means or support, including electronic and multimedia, as well as print, audio and television activities, and other advanced means of communication or other activities related to news and information and activities directly and functionally connected with the aforementioned activities. The company may carry out all investment, real-estate, sales (including postal sales), industrial, and financial transactions deemed necessary or appropriate by the Board of Directors in order to achieve the corporate object, including the acquisition of equity interests in companies with a complementary, related or similar object and the granting of guarantees for third-party obligations; however, financing activities may not be conducted with the general public.

3 3 Article 3. Company headquarters The company s registered office is in Milan, Italy. Secondary offices or other local facilities not classified as secondary offices, both in Italy and abroad, may be established or closed. Article 4. Duration The company duration has been established at 31 December 2050 and may be extended upon approval by the company s shareholders. Share capital and shares Article 5. Share capital The company s share capital totals 35,123, and is divided into 90,000,000 ordinary shares and 43,333,213 special shares as specified under Articles 7 and 10 of these articles of association. Shares belonging to the same category grant equal rights, are indivisible, and imply, by their possession, approval of these articles of association. For the purposes herein, implicit book value per share shall be used to indicate the amount equal to share capital divided by the number of shares outstanding.

4 4 Article 6. Ordinary shares Ordinary shares are registered to the shareholder and are freely transferable. Each share gives the right to one vote. Article 7. Special shares Special shares are registered to the shareholder. Each share gives the right to one vote both in Ordinary and Extraordinary Shareholders Meetings and in meetings of special-category shareholders. These special shares grant the right to receive the preferential dividends called for in these articles of association. The distribution of advances on dividends may also be authorised within the limits and in accordance with the procedures established by law. In the event of company liquidation, they grant the right to preferential treatment in the distribution of company capital up to the limit of the share s implicit book value. Article 8. Limits to the possession of special shares It is forbidden for a shareholder other than the Company itself as treasury shares to possess special shares equalling more than one-fiftieth of share capital plus one action. Said limit applies both to shares held directly by a given shareholder and:

5 5 - to shares held by the shareholder s immediate family, including spouse (unless legally separated) and children living at home or who are otherwise dependents of the shareholder; - to shares held indirectly through subsidiaries, trusts, or other intermediaries; - to shares held directly or indirectly by the pledgee or usufructuary, when the related rights have been assigned to them, and to the shares involved in continuation notes. The limit also applies to shares held by the group to which the shareholder belongs, i.e.: - the group comprised of subsidiaries, parent companies, or joint ventures; - the group of parties associated with the shareholder, regardless of their legal personality. Subsidiaries and associates, including parties other than companies, are defined by Article 2359 of the Italian Civil Code and Article 93 of Italian Legislative Decree no. 58 of 24 February 1998.

6 6 Article 9. Effects of the possession of excess shares Parties holding special shares beyond the limit specified herein are required to notify the company in writing immediately after the event leading to such excess. The excess shares held must be sold within one year of such notification or, in the absence of said notification, within one year of the date on which the company reports the violation. Shareholders shall not have the right to be included in the register of shareholders or to exercise related rights for shares held beyond the limit specified herein. Dividends accrued on excess shares are to remain in the company s possession and allocated to a specific reserve. Shareholders who purchase shares in excess are required to immediately notify the intermediary where the related account was opened of such excess, as defined above, in order to provide a binding non-deposit order. For the excess shares held, the related option rights are to be offered on the regulated market in accordance with the procedures defined by Article 2441(3) of the Italian civil code. Excess shares held are to be included for the purposes of establishing general meetings of shareholders, but are not to be included for the purposes of determining majorities and levels of capital required for the approval of resolutions. In the event the excess is related to multiple parties through subsidiaries, associates, or similar situations, the rights assigned to the shares held below the limit specified herein, unless otherwise agreed upon by the parties concerned, may be exercised: proportionately to the share held by each party; by those who own the shares purchased within the limit, with the exception of those who have purchased shares after the limit had been exceeded if the excess resulted from subsequent purchases..

7 7 Article 10. Inapplicability of possession limits The limit specified under Article 8 above shall not apply, and shall automatically lapse, in the following cases: - when a party acquires a majority of the voting rights in the Shareholders Meeting through takeover; - in the event that, subsequent to issuing special shares, a party should, within the limits of ownership specified herein, acquire shares granting said party more than thirty percent of the voting rights in the Shareholders Meeting; - when ordinary shares in the company are admitted for trading on regulated markets; - when, for purchases subsequent to the issuance of special shares, a party comes to hold ordinary shares equalling more than one-fiftieth of the company s share capital; said exemption shall not apply if the purchase is the result of exercising options by existing holders of ordinary shares prior to the issuance of special shares, of transfers within the group of said shareholders and companies wholly owned by such shareholders, or of transfers within the scope of a trust. Article 11. Increases in share capital

8 8 Share capital may be increased by issuing ordinary or special shares as defined by Article 7 herein, as well as other categories of shares allowable by law. Holders of shares in each category have the proportionate option to receive newly issued shares of the same category or, in the absence of such shares or for the difference, shares of the other categories. Resolutions to issue new shares of the same characteristics as shares currently in circulation shall not require additional approval by the shareholders of each individual category of shares. Article 12. Costs for the protection of holders of shares of a given category. Disclosure to the joint representative Any costs necessary to protect the interests of holders of shares of a given category, for which the respective funds have been authorised by the shareholders concerned, shall be incurred by the company to the extent of no more than 10, (ten thousand euros) for each category. In order to ensure that the joint representative receives adequate information on the transactions that could influence the performance of the share, such representative must receive from the Chairman of the Board of Directors or the Chief Executive Officer and in a timely manner the communications related to such issues.

9 9 Article 13. Failure to make payment for the shares In the event of failure to pay the amounts due for the shares, the provisions of Article 2344 of the Italian Civil Code shall apply. Article 14. Invalidity of withdrawal rights Shareholders who fail to take part in approving the resolutions extending the company duration or introducing or removing limitations to the circulation of shares shall not have the right to withdrawal. Shareholders Meetings Article 15. Shareholder powers and convening Shareholders Meetings Shareholders Meetings are to be held in the city in which the company is headquartered or in another Italian city designated at the time the meeting is convened. An Ordinary Shareholders Meeting is to be held at least once each year within one hundred and twenty days of the end of the financial year or within one hundred and eighty days from such date in the event that the company

10 10 should be required to prepare consolidated financial statements or that other particular legal obligations should require it. Shareholders are to pass resolution on the matters attributed to them by law. Resolutions concerning mergers and spin-offs in the cases defined by Articles 2505, 2505-bis and 2506-ter of the Italian Civil Code, the establishment or closure of secondary offices, the reduction of share capital in the event of shareholder withdrawal, adaptations of the articles of association to changes in laws and regulations, and the transfer of the company s headquarters within Italy may, within the limits of the law, also be approved by the Board of Directors. The powers to convene meetings and all related formalities are governed by applicable laws and regulations. Notices of Shareholders Meetings are to be published in the newspapers Il Corriere della Sera, La Repubblica and Il Sole 24 ORE. In the event that none of the periodicals should be published, such notices may be published in the Gazzetta Ufficiale (the Italian Official Journal). Notices of Shareholders Meetings may also establish the date for second and third calls for such meetings. In the absence thereof, prevailing laws and regulations shall be applied.

11 11 The rights granted by Article 2367 of the Italian Civil Code shall apply to shareholders who represent at least one-fiftieth of the company s share capital or a lower proportion required by law. Article 16. Procedures for Shareholders Meetings Rights to participate and vote in Shareholders Meetings are governed by law. Those with the right to participate in Shareholders Meetings may do so on the condition that they present a copy of the documentation that the intermediary provides to the company at its registered offices and that this documentation has been received by the company at least two business days prior to the date set for the meeting. Ordinary and Extraordinary Shareholders Meetings may be held in multiple locations, via tele- or video-conferencing, on the condition that: a) the chair of the meeting is able, also by way of his/her position as chairman, to verify the identity of the participants and their right to attend, to act as moderator, and to count votes and announce voting results;

12 12 b) the person taking the minutes is able to properly follow the progress of the meeting; c) those in attendance are able to participate in the discussion and simultaneous voting on the items of business on the agenda; d) the notice of the meeting indicates the locations where the audio and/or video equipment will be set up by the company for participants to be able to attend the meeting, with the meeting itself deemed to be held in the location in which both the chair and secretary are present. Article l7. Representation in Shareholders Meetings Each shareholder with the right to participate in the Shareholders Meetings may be represented by another person by written proxy in accordance with applicable law. Article 18. Chairman and Secretary for Shareholders Meetings Shareholders Meetings are to be chaired by the Chairman of the Board of Directors or, in the absence of the Chairman, in order, by the Deputy Chairman or by another party nominated by the shareholders.

13 13 The shareholders are to appoint a Secretary, who does not need to be a shareholder, and have the right to appoint two or more scrutineers. As required by law or when deemed appropriate by the Chairman of the Shareholders Meeting, the minutes are to be prepared by a notary public selected by the Chairman. In such cases, a secretary need not be appointed. The Chairman of the Shareholders Meeting must also perform the activities required by Article 2371(1) of the Italian Civil Code. Article 19. Shareholder resolutions Both Ordinary and Extraordinary Shareholders Meetings are to be deemed to have been validly convened for the purposes of passing resolutions as defined by applicable law. Votes to pass resolutions shall be deemed valid if done by a show of hands or by other evident means as established by the Chairman. Shareholder resolutions passed in compliance with the law and with these articles of association are binding for all shareholders, including all those voting against, abstaining from the vote, or not in attendance. Shareholders shall have the right to view all acts in the company s files for previously held Shareholders Meetings and to receive a copy at their own expense.

14 14 Article 20. Special Shareholders Meetings Special Shareholders Meetings held for holders of shares other than ordinary shares shall, in addition to the provisions of Article 2376 of the Italian Civil Code, pass resolution on: the nomination and revocation of the joint representative; the establishment of a fund for the costs needed to protect their mutual interests and the related reporting; with the further application, in relation to the above and within the limits of compatibility, of Articles 146 and 147 of Italian Legislative Decree no. 58 of 24 February The Board of Directors Article 21. Number of board members and their terms in office The Company shall be governed by a Board of Directors comprised of fifteen members appointed by the shareholders. Such members shall remain in office for three financial years, unless otherwise specified at the time of appointment, and may be re-elected.

15 15 In the event that the majority of the members of the board should leave due to resignations or other causes, the entire Board of Directors shall be deemed disbanded, and a Shareholders Meeting must be convened in order to appoint new members. The board shall remain in power until the shareholders have approved its renewal and the majority has accepted the new directors. By way of resolution that may be revoked at any time, the shareholders shall appoint the Secretary of the Board of Directors, who must be selected from outside the board itself and must meet the legal and financial prerequisites for the task. The remuneration of the Secretary is to be determined by the shareholders at the time of appointment. Until one has been appointed by the shareholders, the Board of Directors shall elect a secretary for each individual meeting. Article 22. Appointment of directors The members of the Board of Directors must meet the requirements established by applicable law. At least two directors must also meet the conditions of independence as required by law and must also not be individual business owners who belong to Confindustria or to regional or industry organisations under Confindustria,

16 16 nor shareholders with a controlling interest, executive directors, or employees of companies belonging to said association or organisations. For the purposes herein, subsidiaries and associates are as defined by Article 2359 of the Italian Civil Code and Article 93 of Italian Legislative Decree no. 58 of 24 February The loss of the aforementioned prerequisites shall result in removal from office. Appointment of members of the Board of Directors shall be done by voting on lists of candidates, with the candidates appearing on such lists in accordance with a sequential numbering system. Each list must indicate which of the first three candidates listed meet the prerequisites of independence, which must be the same number as those that are required by law. The list may not include more than fifteen candidates. The lists may be presented by shareholders representing at least one-fiftieth of capital with voting rights in ordinary Shareholders Meetings or the lower proportion of capital required by applicable laws and regulations to such end. For the purpose of demonstrating ownership of the number of shares required in order to present these lists, shareholders must provide the company, at its registered offices, with all documentation necessary to justify participation in the Shareholders Meetings.

17 17 The notice convening the Shareholders Meeting in order to appoint members of the Board of Directors must be published at least thirty days prior to the date set for the meeting and must indicate the share required in order to present lists. The lists, which are to be signed by the shareholder(s) presenting them, including by power of attorney assigned to one shareholder, are to be filed with the company at least fifteen days prior to the date set for the meeting and are to be made public in accordance with applicable law. The lists must include the following: information concerning the identity of the shareholder(s) presenting the lists, along with an indication of the total share held and a certification demonstrating ownership of such share; a declaration from the shareholders other than those who hold, individually or jointly, a controlling or relative majority interest testifying to the absence of connections as defined by applicable laws and regulations; a full description of the personal and professional qualifications of the candidates, as well as a declaration of such candidates as to their possession of the qualifications required by applicable law and these articles of association and of their acceptance of said candidacy. Lists presented that fail to comply with the provisions above shall be considered null and void.

18 18 Shareholders may not present and vote for more than one list, including through a trust or other intermediary. Shareholders belonging to the same group or joined by a shareholder agreement concerning shares in the company may not present and vote for more than one list, including through a trust or other intermediary. Votes that fail to comply with the provisions herein shall not be awarded to any of the lists. Candidates may not appear on more than one list, and acceptance of candidacy on more than one list shall be cause for the ineligibility of the candidate concerned. The election of directors shall be conducted as follows: A number of directors equal to the total number of members on the Board of Directors less one shall be selected, in the order in which they are listed, from the list that obtains the greatest number of votes. The remaining member shall be taken from the list that obtains the second highest number of votes, on the condition that this number is at least equal to half of the minimum proportion of capital required for the presentation of the list of candidates. In the event of a tie, voting shall take place by ballot. If the tie should concern minority lists, the shareholder, or shareholders belonging to the same group, who hold a majority or relative majority interest in shares with voting rights in Ordinary Shareholders Meetings, or the shareholders that are party to a shareholder agreement, in accordance with Article 122 of Italian

19 19 Legislative Decree no. 58 of 24 February 1998, concerning the shares comprising the majority or relative majority in such voting rights are to abstain from the related vote. Any candidate appearing on a list presented by shareholders connected, as defined by applicable laws and regulations, to the shareholders that presented the list that obtained the greatest number of votes shall not be eligible, and if elected, shall be removed from office. In such cases, the candidate of the list obtaining the next highest number of votes shall be elected, assuming, as before, that the list received a number of votes equal to at least half of the minimum proportion of capital required to present the list of candidates. If a shareholder connected with the shareholders who presented or voted for the list that obtained the greatest number of votes should vote in favor of a minority list, the existence of such connection shall be deemed relevant if such vote was a determinant factor in electing the member of the board. In the event that only one list is properly presented, or only one list obtains the minimum number of votes required, all members of the board of directors are to be taken from said list. Should no list be presented, the shareholders are to elect the candidates by relative majority of those voting. If, during the financial year, one or more members of the board should leave for whatever reason, the remaining members shall replace them until the next

20 20 Shareholders Meeting by resolution approved by the Board of Statutory Auditors by appointing the first non-elected candidate from the same list as the director leaving office, on the condition that the number of independent board members as required by applicable law and these articles of association is maintained. In the event that replacement as described above should not be possible, the Board of Directors shall take steps to replace the member in accordance with the procedures established by law and in such a way as to ensure the required number of independent directors. The election by lists is not done in cases in which the shareholders are required to appoint the members necessary to restore the Board of Directors to its required number. In such cases, the shareholders shall elect the replacement by relative majority vote. If the director to be replaced was taken from a list other than the one that obtained the greatest number of votes, the vote shall take place with the abstentions specified above in relation to the ballot vote for minority lists. Article 23. Anti-competition clause Members of the board may not become partners with unlimited liability in competing companies nor conduct competing activities on their own behalf

21 21 or on the behalf of third parties, nor may they be directors or general managers for competing companies, unless authorised by the shareholders. Article 24. Chairman of the Board of Directors. Deputy Chairman The Board of Directors shall appoint one of its members to be Chairman if one has not been appointed by the shareholders. The board may also elect a Deputy Chairman, who is to take the place of the Chairman as necessary. In the absence of both the Chairman and the Deputy Chairman, if appointed, meetings of the Board of Directors are to be chaired by the eldest member of the board. Article 25. Meetings of the Board of Directors The Board of Directors shall meet in the company s headquarters or at another site whenever the Chairman shall deem it to be necessary or when it is requested in writing by at least three members of the board. Meetings of the board are to be convened by the Chairman in writing by registered mail to the domiciles of each director and standing statutory auditor at least six days prior to the date set for the meeting itself. In urgent cases, meetings may be convened by telegram, fax, or when expressly allowed by each individual recipient electronic mail sent at least six hours prior to the meeting.

22 22 The meetings of the Board of Directors may also be held by tele- or videoconference on the condition that all participants can be identified and are able to follow the discussion of the agenda and intervene in real time. Once these conditions are met, the meeting of the Board of Directors shall be deemed to be held in the location in which the Chairman and Secretary are in attendance, so as to allow for the preparation and signing of the minutes of the meeting for the company s records. Article 26. Decisions of the Board of Directors For the validity of resolutions of the Board of Directors, the presence of the majority of the members in office is required. Resolutions are to be deemed valid when approved by majority vote of those present. The register of meetings of the Board of Directors and related resolutions is to be kept by the Chairman and the Secretary of the board. Said parties are also to sign the related minutes. Article 27. Remuneration The members of the Board of Directors are to be reimbursed for expenses incurred in the performance of their duties and are to receive the remuneration authorised by the shareholders. Upon considering the opinion of the Board of Statutory Auditors, the Board of Directors may establish

23 23 remuneration for the members of the board vested with particular responsibilities. Article 28. Administrative powers The Board of Directors shall be vested with all powers of ordinary and extraordinary administration of the company, without limit, and with the right to carry out any and all deeds it should deem appropriate in order to achieve the company s objectives, with the sole exclusion of those acts reserved by law exclusively to the shareholders. Article 29. Company representation The Chairman of the Board of Directors, the Deputy Chairman, and the Managing Director(s) shall represent the company with signatory powers both in relations with third parties and in legal proceedings. The other members of the board shall represent the company within the limits of the powers granted them by the board. Article 30. Managing Directors. Executive Committee. Managing Editors The Board of Directors may appoint one or more of its members to be Managing Directors and may grant said members the responsibilities and remuneration as required by law.

24 24 The Board of Directors may also delegate its functions, within the limits of the law, to an Executive Committee comprised of three members and may determine the manner in which said committee is to function. The Executive Committee may meet via tele- or video-conference in the event the conditions and procedures required for carrying out meetings of the Board of Directors by such means are met. The Board of Directors shall also appoint the managing editors responsible for the newspapers and other periodicals owned by the company and may appoint directors and grant power of attorney for negotiations and other proxies for specific acts or categories of act. Article 31. Managing Editors The managing editors appointed as specified above and selected by specific resolution of the Board of Directors shall represent the company in relations and for any other obligation pursuant to Italian Legislative Decree nos. 626 of 19 September 1994, 242 of 19 March 1996, and 494 of 14 August 1996, as well as their enacting regulations and any subsequent amendments and Italian Legislative Decree no. 196 of 30 June 2003, its enacting regulations and any subsequent amendments. Article 32. Committees established by the Board of Directors

25 25 The Board of Directors may establish an Internal Control Committee and Remunerations Committee, as well as other committees, each of which is to be comprised of three members. The Board of Directors may determine the operating procedures for the committees by preparing and approving their respective rules. When their terms in office for the Board of Directors come to an end, such members also cease to be a part of their respective committees. Article 33. Liability proceedings and filing complaints Liability proceedings, pursuant to Article 2393-bis of the Italian civil code, may be initiated by shareholders who represent at least one-fiftieth of the company s share capital. Shareholders representing said fraction of share capital may also file complaints with the court in accordance with Article 2409 of the Italian civil code. Board of Statutory Auditors Article 34. Appointment of the Board of Statutory Auditors The shareholders shall appoint three standing auditors and two substitute auditors and shall set the annual fees payable to each auditor for their entire term in office. Prevailing laws and regulations are to be followed in assigning their obligations and responsibilities and in determining the length of their terms in office. The qualifications of an auditor, in matters strictly connected with the activities conducted by the company, include aspects such as civil law,

26 26 commercial law, corporate finance, statistics, and other similar aspects. The areas of business strictly connected to those in which the company operates include manufacturing, publishing and communications-related fields generally. Anyone who exceeds the limits imposed by prevailing laws and regulations in terms of cumulative appointments on corporate administrative or auditing bodies may not be appointed as auditors of the company, and if elected, such individuals must be removed from office. Statutory auditors are appointed based on lists of candidates presented in sequential order. Each list shall be comprised of two sections: one for candidates to the position of standing auditor; another for candidates to the position of substitute auditor. Such sections are to include the names of one or more candidates to the position of standing or substitute auditor, which, in turn, are to be numbered sequentially and may not exceed the number of members to be appointed to the Board of Statutory Auditors. The lists may be presented by shareholders representing at least one-fiftieth of capital with voting rights in ordinary Shareholders Meetings or the lower proportion of capital required by applicable laws and regulations to such end. For the purpose of demonstrating ownership of the number of shares required in order to present these lists, shareholders must provide the company, at its

27 27 registered offices, with all documentation necessary to justify participation in the Shareholders Meetings. The notice convening the Shareholders Meeting in order to appoint members of the Board of Statutory Auditors must be published at least thirty days prior to the date set for the meeting and must indicate the share required in order to present lists. The lists, which are to be signed by the shareholder(s) presenting them, are to be filed with the company at least fifteen days prior to the date set for the meeting and are to be made public in accordance with applicable law. The lists must include the following: information concerning the identity of the shareholder(s) presenting the lists, along with an indication of the total share held and a certification demonstrating ownership of such share; a declaration from the shareholders other than those who hold, individually or jointly, a controlling or relative majority interest testifying to the absence of connections as defined by applicable laws and regulations; a full description of the personal and professional qualifications of the candidates, as well as a declaration of such candidates as to their possession of the qualifications required by applicable law and these articles of association and of their acceptance of said candidacy, complete with a list of

28 28 other positions held on the administrative or auditing bodies of other companies. Lists presented in violation of the aforementioned provisions shall be considered null and void. Shareholders may not present and vote for more than one list, including through a trust or other intermediary. Shareholders belonging to the same group or joined by a shareholder agreement concerning shares in the company may not present and vote for more than one list, including through a trust or other intermediary. Candidates may not appear on more than one lists, and acceptance of candidacy on more than one list shall be cause for the ineligibility of the candidate concerned. In the event that, as of the deadline for presenting lists, only one list has been presented, or only lists that have been presented by shareholders who are connected to each other as defined by applicable laws and regulations, additional lists may be presented for an additional five days from said deadline. In such cases, the thresholds for presenting lists are to be reduced by half. Statutory auditors are then to be elected as follows: two standing auditors and one substitute are to be selected, based on the sequential order in which the candidates have been listed, from the list that obtains the greatest number of

29 29 votes. The other standing auditor, who shall be appointed chairman of the Board of Statutory Auditors, and one other substitute are to be selected, based on the sequential order in which the candidates have been listed, from the list that obtains the second highest number of votes. In the event of a tie, voting shall take place by ballot. If the tie should concern minority lists, the shareholder, or shareholders belonging to the same group, who hold a majority or relative majority interest in shares with voting rights in Ordinary Shareholders Meetings, or the shareholders that are party to a shareholder agreement concerning the shares comprising the majority or relative majority in such voting rights are to abstain from the related vote. Any candidate appearing on a list presented by shareholders connected, as defined by applicable laws and regulations, to the shareholders that presented the list that obtained the greatest number of votes shall not be eligible, and if elected, shall be removed from office. If a shareholder connected with the shareholders who presented or voted for the list that obtained the greatest number of votes should vote in favor of a minority list, the existence of such connection shall be deemed relevant if such vote was a determinant factor in electing the statutory auditor. In the event that only one list has been properly presented, all members of the Board of Statutory Auditors are to be taken from said list, and the chairman of the board shall be the first candidate listed.

30 30 For the appointment of any auditors or of the chairman of the board of auditors that, for whatever reason, could not be elected by the procedures described above, the shareholders shall approve such members of the board by relative majority vote. In the event of early withdrawal of a statutory auditor from office, the substitute elected from the same list, assuming said substitute has maintained the qualifications required for the post, shall replace the standing auditor until the next Shareholders Meeting. In the event of early withdrawal of the chairman of the board from office, the chairman shall be, until the next Shareholders Meeting, the substitute auditor taken from the same list as the outgoing chairman. In the event no lists have been presented, the shareholders shall appoint the Board of Statutory Auditors and its chairman by relative majority vote. In such cases, in the event that an auditor should leave office before the end of the regularly scheduled term in office, the eldest substitute auditor shall take the place of the outgoing standing auditor until the next Shareholders Meeting. In the event the chairman should leave office, the eldest auditor shall take the place of the outgoing chairman until the next Shareholders Meeting. Voting is not done by lists at Shareholders Meetings held to appoint the standing or substitute auditors necessary to restore the Board of Statutory

31 31 Auditors to its required number following the withdrawal of individual auditors from office. In such cases, the shareholders shall elect the replacement auditor by relative majority vote. If the auditor to be replaced was taken from a minority list, the vote shall take place with the abstentions specified above in relation to the ballot vote for minority lists. Outgoing auditors may be re-elected. Article 35. Meetings of the Board of Statutory Auditors The meetings of the Board of Statutory Auditors may also be held by tele- or video-conference on the condition that all participants can be identified and are able to follow the discussion of the agenda and intervene in real time. In such cases, the location of the meeting is to be deemed the location of the chairman of the board. Article 36. Information provided to the Board of Statutory Auditors The information to be provided to the Board of Statutory Auditors concerning the activities performed and the transactions of most significant impact on the financial performance and standing of the company and its subsidiaries, particularly transactions in which company directors have a direct interest, on their own behalf or on behalf of third parties, or which have been influenced by the party exercising direction and coordination, is to

32 32 be provided by the competent body. This is to be done on a routine basis in conjunction with the meetings of the Board of Directors and of the Executive Committee, if applicable, which are to be held at least quarterly, with such fact to be recorded in the minutes of the respective meetings. Information provided to the Board of Statutory Auditors on occasions other than during the meetings of the Board of Directors and of the Executive Committee is to be provided in writing to the chairman of the Board of Statutory Auditors. Financial reporting, auditing, and officer in charge of preparation of the company s financial reports Article 37. Auditing Audits are to be conducted by an independent auditing firm that meets the requirements defined by applicable law. Prevailing laws and regulations are to be followed when appointing the auditing firm and in defining responsibilities, powers, remuneration, and duration of the assignment. Article 38. Officer in charge of preparation of the company s financial reports

33 33 The Board of Directors, after receiving the opinion of the Board of Statutory Auditors, shall have the power to appoint and revoke an officer in charge of preparation of the company s financial reports. Said officer must have at least three years of experience in finance and administration with companies of significant size. The Board of Directors shall take steps to ensure that this officer is granted the powers and the means necessary to carry out the functions of the position in compliance with applicable law. Said officer is to define appropriate administrative and accounting procedures for the preparation of the individual and consolidated financial statements, as well as other communications of a financial nature. The officer and the competent bodies are to certify the financial information so provided in accordance with applicable laws and regulations. Article 39. Company financial statements The financial year shall begin on 1 January and end on 31 December of every year. At the end of each financial year, the Board of Directors is to see to both the preparation of the company s annual financial statements, complete with the documentation required by law, which are to be submitted to the

34 34 shareholders, and the preparation of the consolidated financial statements as required by law. Said financial statements are subject to auditing and certification. Article 40. Distribution of earnings From the net profits each year, a portion as defined by law is to be allocated to legal reserves until such time as said reserve has reached a level equal to one-fifth of share capital. The remainder is to be allocated as follows: to special shares as indicated under Article 7 herein, a preferential dividend is to be paid in the amount of five percent of the implicit book value of the share, which may not be cumulated from one year to another; after allocating any amounts to additional reserves, the remainder of net profits to be distributed are to be allocated equally to ordinary shares and special shares. The distribution of earnings is to be done net of any dividend prepayments made during the year. The Board of Directors shall designate the accounts to be used for payment and shall indicate each year the date on which payment is to be made.

35 35 Article 41. Dividend prepayments The Board of Directors may, in the cases and following the procedures defined by law, authorise dividend prepayments, but only to holders of special shares as indicated under Article 7 herein. Liquidation of the company Article 42. Winding up and liquidation Should it be deemed necessary at any time and for whatever reason to wind up the company, the shareholders are to establish the procedures for such liquidation and appoint one or more liquidators and determine their powers and remuneration. Temporary Provision As an exception to the provisions of Article 21(1), the Board of Directors in office as of the date of admission of company shares for trading on the Mercato Telematico Azionario shall be comprised of 14 members until such time as the shareholders are able to appoint the fifteenth member. Signed Giancarlo Cerutti Signed Filippo Zabban

36 36 Digital copy conforms to the original hard copy in accordance with Article 23, paragraphs 3-5, of Italian legislative decree 82/2005 and is being provided for the purposes of the company register. Milan, date of digital signature Copy issued for the purposes allowed by law. Stamp duty discharged pursuant to Italian decree of 22 February 2007 by way of the unified electronic form M.U.I. (Modello Unico Informatico)