BANCA SISTEMA S.P.A.

Fully paid-up share capital € 9,650,526.24 Tax code and Milan Companies' Register No. 12870770158 - ABI code No. 03158.3 Largo Augusto 1/A, angolo Via Verziere 13, 20122 Milan

__________________ www.bancasistema.it

ORDINARY AND EXTRAORDINARY SHAREHOLDERS' MEETING, HELD ON SINGLE CALL AT THE REGISTERED OFFICE AT LARGO AUGUSTO 1/A, ANGOLO VIA VERZIERE 13, MILAN 23 APRIL 2020, 10.00 A.M.

BOARD OF DIRECTORS' REPORT ON ITEM 9 OF THE AGENDA

(prepared pursuant to Art. 125-ter of Legislative Decree No. 58 of 24 February 1998, as amended and supplemented)

EXTRAORDINARY MEETING

AMENDMENT TO ARTICLES 8, 9, 10, 11, 12, 14 (13 WITH NEW NUMBERING), 18 (17 WITH NEW NUMBERING), AND 20 (19 WITH NEW NUMBERING) OF THE ARTICLES OF ASSOCIATION; REPEAL OF ARTICLE 13 OF THE ARTICLES OF ASSOCIATION AND CONSEQUENT NEW NUMBERING OF ARTICLES 14 TO 24 OF THE ARTICLES OF ASSOCIATION; INTRODUCTION OF NEW ARTICLE 25 TO THE ARTICLES OF ASSOCIATION. RELATING AND RESULTING RESOLUTIONS

BOARD OF DIRECTORS' REPORT

Dear Shareholders,

The Board of Directors of the Bank has resolved to submit a project to the extraordinary Shareholders' Meeting with regard to the overall amendment to the By-laws.

The proposal aims, on the one hand, to identify appropriate solutions to ensure that the corporate structure is able to adapt to the future development of the Bank over the long term, acknowledging the importance of shareholders that wish to remain part of the corporate structure on a stable basis, also with a view to ensuring sound and prudent management for the future. On the other hand, a number of the clauses of the current By-laws need to be reviewed as they are no longer consistent with the current corporate structure or are not up to the standard required for listed banks or, in some cases, may be viewed as elements of rigidity.

In light of the above, the Board of Directors has deemed appropriate to conduct an overall review the Bank's current By-laws, also identifying a number of additional amendments that take into account the provisions of the Code of Conduct of Borsa Italiana, as detailed below, as well as verifying best market practice.

The checks completed, also with the support of primary external consultants, have excluded the eventuality that the proposed amendments to the By-laws, if approved by the Shareholders Meeting, give rise to a right of withdrawal.

Furthermore, pursuant to the applicable regulations and supervisory provisions (e.g. art. 56 of the Consolidated Law on Banking, Title III, Chapter 1 of Circular no. 229 of 21 April 1999, the Supervisory provisions governing amendments to By-laws of 21 March 2007, and the Bank of Italy Notice of 10 September 2010 - Decision), an application for a decision is currently pending with the Bank of Italy as of 10 January 2020. The procedure is due to be completed once the Supervisory Authority has verified that the proposed amendments to the By-laws are not in contrast with the requirement of sound and prudent management.

Once issued, the assessment will be made public in a specific press release.

In the context described above, the Bank has identified the amendments to the By-laws, as indicated and described below, grouped by subject area.

In addition, for comparison purposes, the provisions subject to amendment are shown in the first column and the proposed amendments in the second column. Brief reasons for the amendments are given in the third column.

(i) Removal of the clauses referring to the changed ownership structure following the Bank's listing (art. 10.2, paragraph eleven, letters a), b) and c) (three-list system); art. 12.2, paragraph two (larger quorum for specific resolutions of the Board of Directors); and art. 13 (deadlock procedure) of the By-laws, which is repealed in its entirety).

First of all, the Board has deemed appropriate to review art. 10 of the current By-laws in its entirety in order to ensure the overall consistency of the text.

In particular, the purpose of the review is to take into account, on the one hand, that there is no longer the need to ensure the presence of certain governance mechanisms to protect the interests of the pre-listing relative majority shareholder, in the event that, at the end of the listing process, the latter had maintained a significant stake in the Bank and, on the other hand, that there is an opportunity to make the process of appointing the members of the corporate bodies more organic, also with a view to rebalancing the weight of candidates drawn from the majority list and those drawn from the minority list.

In detail, the current provision requiring three lists and the fact that three out of the nine members of the Board of Directors are drawn from one or even two minority lists seems somewhat unjustified in view of the current shareholder structure, and is also atypical in the case of listed banks, which usually draw only one director from the minority list.

This proposal therefore concerns the update of some of the articles, in particular, the procedure for appointing the Board of Directors (including the review of the list system, currently based on three lists, one majority and two minority lists, with the right for minority shareholders to appoint one third of directors, i.e., three out of the nine appointed), the provision for a larger quorum for resolutions of the

Board of Directors regarding certain matters (art. 12.2 of the By-laws) and the so-called deadlock procedure set out in art. 13 of the By-laws.

The amendments in question will however ensure that the list voting procedure is maintained in place with regard to the appointment of members of the Bank's Board of Directors and Board of Statutory Auditors.

(ii) Amendments to the composition of the Board of Directors and to the list voting procedure governing the election of the members of the Bank's Board of Directors and Board of Statutory Auditors (art. 10.1; 10.2, paragraph six; 10.3, paragraphs one, three and four; 14.2 (renumbered as 13.2); 18.1 (renumbered as 17.1) and 18.5 (renumbered as 17.5), paragraph two of the By-laws). (iii) Alignment of the By-laws to the new provisions governing "gender balance" (art. 10.1-bis (new) and art. 18.1 (renumbered as 17.1)).

The Board of Directors therefore deems appropriate to propose the review, in terms of other aspects, of art. 10 of the current By-laws.

In particular, the proposed amendments concern the following aspects:

a) in order to give the Shareholders' Meeting greater flexibility in deciding the composition of the Board of Directors, it is proposed to include a provision (in art. 10.1), in line with the By-laws of other listed banks, that allows the appointment of a variable number of members, from a minimum of 7 to a maximum of 11 members, instead of the current fixed number of directors (9 members). Consequently, adjustments will also need to be made to the other provisions of the By-laws that make reference to the minimum and/or maximum number of directors;
b) with regard to independent directors, it is proposed, in light of the amendments described in letter a) above, to include a reference to the minimum number and the independence requirements established by regulations in force from time to time. Concomitantly, in order to ensure that the Board comprises a sufficient number of directors meeting the independence requirements, also in light of the current Supervisory Provisions governing sound and prudent management (Part One, Title IV, Chapter 1, Section IV of Circular no. 285 of 17 December 2013, as amended and supplemented), it is deemed appropriate to include a rounding mechanism to round fractional numbers up, instead of down, to the nearest whole number, as provided by the Supervisory Provisions currently in force. In this way, if the current composition of 9 directors is confirmed by the Shareholders' Meeting, the Board of Directors would be comprised, in any event and in line with the current provisions of the By-laws, of at least 3 directors who meet the independence requirements;
c) the proposed amendment (to paragraph six of art. 10.2 requiring the ownership of shares to be entitled to submit lists) is aimed solely at removing the reference to the thresholds currently provided for in art. 144-quater of Consob Regulation No. 11971/1999 when identifying which shareholders are entitled to submit lists for the office of director or statutory auditor, thereby neutralising possible effects on the By-laws of any subsequent repeal or amendment of the aforesaid regulatory provision;
d) in line with the provisions of Law 120/2011, the enactment of Law No. 160 of 27 December 2019 (2020 Budget Law), which has extended for a further six terms the obligation (already in force) to reserve a quota of the members of the management and control bodies for the least represented gender, increasing the quota from one third to two fifths and amending articles 147-ter and 148 of the Consolidated Law on Finance (TUF), has given rise to the need to update the provisions governing the minimum level of participation of the least represented gender in the Bank's corporate bodies; the same rule also applies to the composition of the Board of Statutory Auditors (art. 17.1 with new numbering); moreover, the rules on the composition of the Executive Committee (art. 13.2 with new numbering), if appointed, are also amended.

(iv) Removal of clauses that constitute a mere literal repetition of the supervisory provisions for banks (art. 10.2, paragraph one; art. 10.2, paragraph eight; and art. 10.9 of the By-laws).

(v) Amendments made purely for coordination purposes, to rectify errors and/or incorrect references/cross-references and to streamline the internal workings of the company (art. 5.3; 8.4; 8.6; 9.1; 10.2, paragraph three; 10.4; 11.2; 11.5, paragraph one, letter b); 11.5, paragraph one, letter e); 11.6, paragraph one; 12.2, paragraph one, letter k), with the addition of letter y); 12.3, paragraph two; 12.4, paragraph two; 18.5 (renumbered as 17.5), paragraph five; 18.13

(renumbered as 17.13), paragraph one; 18.15 (renumbered as 17.15), paragraph one, letter b); and 20.3 (renumbered as 19.3) of the By-laws; renumbering of articles 14 to 24).

The Board of Directors also believes that the aforesaid amendments to the By-laws should be taken as an opportunity to remove those clauses that constitute a mere literal repetition of mandatory regulatory provisions, which apply in any case.

Likewise, it is also a perfect opportunity to correct certain errors and make other changes of a formal nature so as to improve coordination between the various provisions.

(vi) Proposal to introduce transitional provisions to the By-laws by way of new art. 25.

In order to ensure effective alignment between the current provisions of the By-laws and those proposed, the Board of Directors deems appropriate to include transitional rules in those provisions referring to the composition of the Board of Directors.

In particular, it is proposed to provide that all of the amendments to art. 10 of the By-laws enter into force from the date of renewal of the said Board so as to ensure the more orderly application of the new provisions. Therefore, if the aforesaid amendments are approved, the provisions of art. 25 - which contains the current text of art. 10 of the By-laws - shall apply up to the next renewal of the Board of Directors.

All of the aforementioned amendments are set out in detail in the table below, which compares the current text of the By-laws with the proposed amended version of the text.

Moreover, the Meeting is called by the Administrative Body whenever it deems it necessary and appropriate and in the cases provided by law, or following written notification to the Chair of the Board of Directors, by the Board of Auditors or at least two of its members in accordance to what is provided under applicable legal provisions. The Meeting is also legally convened by the Board of Directors when a request is made to do so by shareholders representing at least twenty per cent of the share capital and where the request indicates the issue to be covered. Convening at the request of shareholders is not allowed for issues on which the Meeting legally resolves at the proposal of the directors or on the basis of a project or report prepared by them.

Finally, the Meeting is convened in other cases provided by law and these By-laws.

8.3 The Meeting is convened in the Town where the Company has its registered office or elsewhere provided this is in Italy, other members States of the European Union, Switzerland or in the United States of America.

8.4 The Meeting is convened according to the terms and conditions fixed by law and by the Moreover, the Meeting is called by the Administrative Body whenever it deems it necessary and appropriate and in the cases provided by law, or following written notification to the Chair of the Board of Directors, by the Board of Auditors or at least two of its members in accordance to what is provided under applicable legal provisions. The Meeting is also legally convened by the Board of Directors when a request is made to do so by shareholders representing at least twenty per cent of the share capital and where the request indicates the issue to be covered. Convening at the request of shareholders is not allowed for issues on which the Meeting legally resolves at the proposal of the directors or on the basis of a project or report prepared by them.

Finally, the Meeting is convened in other cases provided by law and these By-laws.

8.4 The Meeting is convened according to the terms and conditions fixed by law and by the

statutory regulations applicable at	statutory regulations applicable at
the time.	the time.
The notice of call must indicate the	The notice of call must indicate the
date, time, place of the meeting and	date, time, place of the meeting and
the list of matters to be discussed and	the list of matters to be discussed and
other information and particulars as	other information and particulars as
may be required by applicable law	may be required by applicable law
and regulations currently in force.	and regulations currently in force.
The Meeting is carried out in a single	The Meeting is carried out in a single
sitting, pursuant to the meeting and	sitting, pursuant to the meeting and
decision quorum established by law	decision quorum established by law
under these circumstances, unless	and these By-laws under these	This amendment is merely
the meeting notice does not foresee	circumstances, unless the meeting	formal and also serves the
dates for any subsequent meetings,	notice does not foresee dates for any	purpose of transposing the
including a third call.	subsequent meetings, including a	effects of shares with
Pursuant to the provisions of article	third call.	increased voting rights
126-bis of Legislative Decree no. 58	Pursuant to the provisions of article
dated 24 February 1998,	126-bis of Legislative Decree no. 58
shareholders who, including jointly,	dated 24 February 1998,
represent at least one fortieth of the	shareholders who, including jointly,
share capital, of a different smaller	represent at least one fortieth of the
percentage of the share capital	share capital, of a different smaller
provided by regulations in force at	percentage of the share capital
the time, may, within a period of 10	provided by regulations in force at
(ten) days from the publication of the	the time, may, within a period of 10
notice of call by the Meeting, unless a	(ten) days from the publication of the
different period is provided under	notice of call by the Meeting, unless a
law, request the completion of the	different period is provided under
list of agenda items to be covered,	law, request the completion of the
and themselves indicate further	list of agenda items to be covered,
items, or present proposals for	and themselves indicate further
deliberation on items already on the	items, or present proposals for
agenda, within the manner and	deliberation on items already on the
means provided under legal and	agenda, within the manner and
applicable laws and regulations.	means provided under legal and
Whoever holds voting rights can	applicable laws and regulations.

individually submit proposals to be debated at the Meeting.

After the agenda had been completed or subsequent proposals have been submitted to be discussed on the agenda, following the request for the agenda to be completed for proposals to be submitted as stated in the previous paragraph, notice is given, in the prescribed manner for the publication of the notice of call, at least 15 (fifteen) days prior to the one fixed for the Meeting to be held, unless a different period is stipulated by law. Subsequent proposed resolutions for topics already on the agenda are made available to the public within the manner and means stipulated by law.

Inclusion is not allowed for issues on which the Meeting legally resolves at the request of directors or on the basis of projects or reports prepared by them, other than indicated under article 125-ter, paragraph 1 of Legislative Decree no. 58 dated 24 February 1998.

informed, when the entire share capital is represented and the majority of members of the Board of Directors and Board of Auditors in represented. Under these circumstances, timely notice should be given of the resolutions made to members of the Board of Directors and Board of Auditors who are not in attendance.

8.6 The right to attend the meeting and exercise voting rights is certified by a notice to the company, sent by the intermediary authorised under the provisions of law and regulations, in accordance with its accounting records, in favour of the party who has the right to vote. This notice is made on the basis of evidence from the accounts specified in article 83 quater, paragraph 3 of Legislative Decree no. 58 dated 24 February 1998, relating to the end of the accounting day of the seventh trading day prior to the date set for the meeting. To this end, reference is made to the date of the first call of the Meeting, provided that the dates of the subsequent calls are included in the only notice of the meeting; otherwise reference is made to the date of each call.

8.7 The persons entitled to attend and vote at the Meeting may be represented by another person or informed, when the entire share capital is represented and the majority of members of the Board of Directors and Board of Auditors in represented. Under these circumstances, timely notice should be given of the resolutions made to members of the Board of Directors and Board of Auditors who are not in attendance.

8.6 The right to attend the meeting and exercise voting rights is certified by a notice to the company, sent by the intermediary authorised under the provisions of law and regulations, in accordance with its accounting records, in favour of the party who has the right to vote. This notice is made on the basis of evidence from the accounts specified in article 83 quater, paragraph 3 of Legislative Decree no. 58 dated 24 February 1998, relating to the end of the accounting day of the seventh trading day prior to the date set for the meeting. To this end, reference is made to the date of the single or of the first call of the Meeting, provided that the dates of the subsequent calls are included in the only notice of the meeting; otherwise reference is made to the date of each call.

8.7 The persons entitled to attend and vote at the Meeting may be represented by another person or This amendment ensures coordination between the deadline and the ordinary rules for calling the Shareholders' Meeting

entity, including a non-shareholder, by means of a written proxy in the manner and means stipulated by the law and applicable regulations. The proxy will be notified electronically via certified mail or using the special section of the company website and with other methods of notification as may be provided for in the notice of call, in accordance with the law and regulations.

The Company has the option to nominate a person for each Meeting to which shareholders can confer a proxy with voting instructions for all or any of the proposals on the agenda in the manner provided by the law and applicable statutory regulations. The proxy is not effective with regard to proposals for which voting instructions have not been conferred. 8.8 Postal voting can also take place. Postal voting is exercised in the manner specified in the notice of call, in accordance with the applicable statutory provisions, using any means of communication (including fax and e-mail) which is appropriate to provide proof of receipt.

8.9 The Meeting can also be held with participants located in several places, whether contiguous or remote, with audio-visual connections (only audio connection is permitted when the participants may be easily recognised by the Chair of the Meeting), entity, including a non-shareholder, by means of a written proxy in the manner and means stipulated by the law and applicable regulations. The proxy will be notified electronically via certified mail or using the special section of the company website and with other methods of notification as may be provided for in the notice of call, in accordance with the law and regulations.

8.10 The Meeting is chaired by the Chair of the Board or, in the event of him being absent or incapacitated, by the Deputy Chair, if appointed, or any other person designated by the Board of Directors; otherwise the Meeting appoints as Chair one of the persons taking part by simple majority of the capital represented. The Chair of the Meeting is assisted by a secretary designated by the Meeting, by simple majority of the capital represented and possibly by one or more scrutineers, including non-shareholders; where prescribed by law or where deemed appropriate by the administrative body, the functions of secretary are attributed to a notary designated by the same administrative body.

The Chair of the Meeting is responsible for ensuring that the meeting is properly convened, ascertaining the right of shareholders to take part and vote, noting the legitimacy of the proxies, guiding and managing the discussion and proceedings of the Meeting, establishing the method of voting and also ascertaining and declaring the related results. In this he may be assisted by appropriate appointees. The Meeting sessions are run and governed by law, these By-laws and by the Meeting regulations.

Article 9: constitution, powers and

resolutions of the Meeting

9.1 The ordinary and extraordinary Meeting is validly convened in a single call, unless the notice of call states, apart from the initial one, the date of other subsequent calls, including a possible third call pursuant to the provisions of the previous paragraph 8.4, third paragraph, of these By-laws, with the quorum required for the meeting and resolutions stipulated by law. The provisions of articles 10 and 18 of these By-laws shall apply with regard to the appointment of the Board of Directors and Board of Auditors.

9.2 The ordinary and extraordinary Meeting shall resolve on the issues attributed to it by law and these Bylaws.

In particular, the ordinary Meeting apart from setting the fees payable to the appointed bodies approves: (i) the remuneration and incentives policies in favour of the members of the Board of Directors and of the Board of Auditors and of the remaining members; (ii) any remuneration plans based on financial instruments (for example stock option); (iii) the criteria for determining the fee is to be paid in the case of early termination of the employment contract or of any early

Article 9: constitution, powers and resolutions of the Meeting

9.1 The ordinary and extraordinary Meeting is validly convened in a single call, unless the notice of call states, apart from the initial one, the date of other subsequent calls, including a possible third call pursuant to the provisions of the previous paragraph 8.4, third paragraph, of these By-laws, with the quorum required for the meeting and resolutions stipulated by law and these By-laws. The provisions of articles 10 and 178 of these By-laws shall apply with regard to the appointment of the Board of Directors and Board of Auditors.

9.2 The ordinary and extraordinary Meeting shall resolve on the issues attributed to it by law and these Bylaws.

cessation of the task, including the limits set for this payment in terms of annuities of the fixed remuneration and the maximum amount deriving from their application.

The Ordinary General Meeting, at the time of approving remuneration and incentive policies, also resolves on any proposal to set a limit on the ratio between the variable and fixed remuneration of individual staff at more than 100% (ratio of 1 : 1), but not exceeding the maximum limit of 200% (ratio of 2: 1). In this case, the shareholders' resolution is based on a proposal of the Board of Directors, indicating at least: (i) the functions to which those persons affected by the decision belong, for each function, their number and those who are identified as "key personnel"; (ii) the reasons underlying the proposed increase; (iii) the implications, even in a forward-looking perspective, on the company's ability to continue to comply with all applicable prudential rules. The proposal of the Board of Directors is approved by the Ordinary Meeting when: (i) the Meeting is constituted with at least half of the share capital and the decision is taken by the favourable vote of at least 2/3 of the share capital represented at the meeting; or (ii) the decision is taken by the favourable vote of at least 3/4 of the share cessation of the task, including the limits set for this payment in terms of annuities of the fixed remuneration and the maximum amount deriving from their application.

number of positions of director of	number of positions of director of
auditor they have in other companies	auditor they have in other companies
or bodies;	or bodies;
e) keep the information acquired as a	e) keep the information acquired as a
result of the office held as	result of the office held as
confidential.	confidential.
	10.1-bis In accordance with the need	The amendment is a
	to ensure an adequate degree of	consequence of the addition
	diversification in the composition of	to the By-laws of the
	the Board, in terms of skills,	provisions aimed at
	experience, age, international	safeguarding the
	profile and gender, at least two	participation of the least
	fifths of the members of the Board of	represented gender (further
	Directors must be of the least	comments referring to
	represented gender, with rounding	amendments resulting from
	up to the nearest whole number in	the adoption of this same
	the case of a fractional number.	approach will be omitted in
		the rest of the text)
10.2 The current laws and provisions	10.2 The current laws and provisions
of these By-laws apply to the	of these By-laws apply to the
appointment, dismissal and	appointment, dismissal and
replacement of members of the	replacement of members of the
Board of Directors	Board of Directors
In order to appoint or co-opt	In order to appoint or co-opt
directors, the Board of Directors	directors, the Board of Directors	This clause constitutes a
initially identifies the qualitative and	initially identifies the qualitative and	mere literal repetition of the
quantitative composition deemed	quantitative composition deemed	supervisory provisions for
optimal in relation to the aims to be	optimal in relation to the aims to be	banks, which apply without
pursued, by identifying and justifying	pursued, by identifying and justifying	the need to add any
the theoretical profile of the	the theoretical profile of the	reference in the By-laws
candidates considered appropriate to	candidates considered appropriate to
these ends. The results of this	these ends. The results of this
analysis must be shown in the notice	analysis must be shown in the notice
of call of the Meeting convened to	of call of the Meeting convened to
appoint directors so that	appoint directors so that
shareholders, in choosing candidates,	shareholders, in choosing candidates,

can take into account the professional skills required. This is notwithstanding the possibility for shareholders to make their own assessments on the optimal composition of the Board of Directors and to bring forward candidates commensurate with these, explaining any differences with regard to the analysis carried out by the Board. Subsequently, the Board of Directors checks the compliance between the qualitative and quantitative composition deemed optimal and the one actually resulting from the appointments process.

The Members of the Board of Directors are elected using the list system in which a minimum of three and maximum of nine candidates must be listed in sequential order. The candidate at sequential number "1" of each list shall also be the candidate appointed as chair of the Board of Directors.

Any shareholder, as well as shareholders belonging to the same group, members of a shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February, the entity controlling it, the entity by which it is controlled and the entity subject to joint control pursuant to article 93 of legislative decree no 58 dated 24 February 1998, may not be present or be can take into account the professional skills required. This is notwithstanding the possibility for shareholders to make their own assessments on the optimal composition of the Board of Directors and to bring forward candidates commensurate with these, explaining any differences with regard to the analysis carried out by the Board. Subsequently, the Board of Directors checks the compliance between the qualitative and quantitative composition deemed optimal and the one actually resulting from the appointments process.

The Members of the Board of Directors are elected using the list system in which a minimum of three and maximum of eleven nine candidates must be listed in sequential order. The candidate at sequential number "1" of each list shall also be the candidate appointed as chair of the Board of Directors.

involved in the presentation, either	involved in the presentation, either
by proxy of trust company, in more	by proxy of trust company, in more
than one list and may not vote on lists	than one list and may not vote on lists
other than the one presented. Where	other than the one presented. Where
the competition, either directly or	the competition, either directly or
indirectly, indicates applicants	indirectly, indicates applicants
present in more than one list, these	present in more than one list, these
lists shall be deemed to have not	lists shall be deemed to have not
been submitted.	been submitted.
For the purposes of the preceding	For the purposes of the preceding	Amendment made purely for
paragraph, entities, even those with	subsection paragraph, entities, even	coordination purposes
a corporate status, which exercise	those with a corporate status, which
direct or indirect control pursuant to	exercise direct or indirect control
Article 93 of Legislative Decree 24	pursuant to Article 93 of Legislative
February 1998 n. 58 over the	Decree 24 February 1998 n. 58 over
shareholder in question and all the	the shareholder in question and all
companies controlled directly or	the companies controlled directly or
indirectly by this entity are deemed	indirectly by this entity are deemed
to belong to the same group.	to belong to the same group.
Each candidate may appear in one	Each candidate may appear in one
list, under pain of ineligibility.	list, under pain of ineligibility.
Only those shareholders who,	Only those shareholders with voting
together or separately, are holders of	rights who, separately or together	This generic formulation,
shares representing at least 2.5%	with other shareholders, are holders	without any explicit
(two point five percent) - or any other	of shares representing at least the	reference to the thresholds
lower percentage established by the	percentage of share capital	set out in art. 144-quater of
legislation currently in force are	established by the applicable	the Issuers' Regulation,
entitled to submit lists - of the capital	legislation in force at the time, are	neutralises the possible
entitled to vote on Meeting	entitled to submit lists who, together	effects on the By-laws of any
resolutions that relate to the	or separately, are holders of shares	subsequent repeal or
appointment of members of the	representing at least 2.5% (two point	amendment of the
Board.	five percent) - or any other lower	regulatory provision above.
	percentage established by the	In any event, the
	legislation currently in force are	amendment specifies the
	entitled to submit lists - of the capital	requirement that the notice
	entitled to vote on Meeting	of call of the Shareholders'

The lists must be sent to the company's head office and to the management company at least 25 (twenty- five) days prior to the one planned for the Meeting called to resolve on the appointment of the administrative body and be made available to the public at the registered office, the market management company, the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting in the first call. The lists indicate which directors are in possession of the requirements of independence stipulated by law and these By-laws. Each list must contain at least three candidates, of which at least two are in possession of the requirements of independence established by Law and the By-laws. Moreover, each list must include candidates of different genders,

resolutions that relate to the appointment of members of the Board. The percentage shareholding required to submit lists of candidates for the appointment of the Board of Directors is specified in the notice of call of the Shareholders' Meeting called to resolve on the appointment of the said body.

The lists must be sent to the company's head office and to the management company at least 25 (twenty- five) days prior to the one planned for the Meeting called to resolve on the appointment of the administrative body and be made available to the public at the registered office, the market management company, the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting on single or first call. The lists indicate which directors are in possession of the requirements of independence stipulated by law and these By-laws. Each list must contain at least three candidates, of which at least two are in possession of the requirements of independence established by Law and the By-laws. Moreover, each list must include candidates of different genders, Meeting must indicate the percentage shareholding required to submit the lists

This amendment ensures coordination between the deadline and the ordinary rules for calling the Shareholders' Meeting

including for individual independent candidates, according to what is stated in the Meeting call notice, so as to enable the Board of Directors to be comprised pursuant to current regulations regarding gender equality.

elected, of which at least one is in possession of the independence requirements pursuant to art. 10.3; candidates are elected on the basis of the progressive order shown by the list; the candidate positioned at sequential number "1" is appointed Chair of the Company's Board of Directors;

b) two directors, of which at least one in possession of the independence requirements pursuant to art. 10.3 will be taken from the list, if any, that gets the most votes after the list referred to in subparagraph a), which is not connected in any way, even indirectly, to that list and / or with the shareholders who submitted or voted for the majority list; are elected in those limits candidates in a progressive order in the list;

(majority list), in the progressive order in which they are listed on that same list, and in compliance with the minimum number of directors pursuant to art. 10.3 a number of directors equal to six are elected, of which at least one is in possession of the independence requirements pursuant to art. 10.3 below; candidates are elected on the basis of the progressive order shown by the list; the candidate positioned at sequential number "1" is appointed Chair of the company's Board of Directors;

b) the last member of the Board of Directors is drawn from the minority list that gets the most votes after the list referred to in subparagraph a), which is not connected in any way, even indirectly, to that list and/or with the shareholders who submitted or voted for the majority list, on the basis of the progressive order of that list. That member must be two directors, of which at least one in possession of the independence requirements pursuant to art. 10.3 below; will be taken from the list, if any, that gets the most votes after the list referred to in subparagraph a), which is not connected in any way, even indirectly, to that list and / or with the shareholders who submitted or voted for the majority list; are elected procedure for appointing the Board of Directors are aimed at updating the By-laws following the listing and the Fund's exit from the share capital. In light of the change in the Bank's shareholder structure, this provision is no longer justified

c) a director in possession of the independence requirements pursuant to art. 10.3 will be taken from the list, if any, which receives the highest number of votes after the list in b), which is not connected in any way, even indirectly, with previous lists and / or the shareholders who presented or voted on the previous lists; is the first candidate in the sequential order of the list in the possession of the independence requirements pursuant to art. 10.3. In the event that only two lists have been submitted and allowed, the remaining independent director will be chosen from the list referred to in point b).

To this end, however, lists that do not obtain a percentage of votes equal to half of that required for the submission of lists, referred to in paragraph six of this subsection shall not be taken into account.

10.3 The Directors must meet the requirements of professionalism and integrity and any other requirement under the regulations in force and in these By-laws. In addition, at least three directors, and in any event a number of directors not less than that required by the regulations in in those limits candidates in a progressive order in the list; c) a director in possession of the independence requirements pursuant to art. 10.3 will be taken from the list, if any, which receives the highest number of votes after the list in b), which is not connected in any way, even indirectly, with previous lists and / or the shareholders who presented or voted on the previous lists; is the first candidate in the sequential order of the list in the possession of the independence requirements pursuant to art. 10.3. In the event that only two lists have been submitted and allowed, the remaining independent director will be chosen from the list referred to in point b).

The amendment is in line with the definition of a variable number of directors. Furthermore, the reference

force, must meet the independence requirements of art. 148, paragraph three, of Legislative Decree no 58 dated 24 February 1998, as well as the Code of Corporate Governance to which the Company adheres.

The loss of the requirements for the position will entail revocation, with it being specified that the loss of the independence requirements mentioned above in relation to a director, notwithstanding the obligation to immediately notify the Board of Directors, shall not lead to revocation if the requirements are met by the remaining minimum number of directors pursuant to these By-laws.

If the candidates elected in the manner described above do not ensure the appointment of a number of directors who meet the independence requirements provided for above equal to the minimum number established by law and these By-laws in relation to the total number of directors, the nonindependent candidate elected last in sequential order in the list that received the highest number of votes referred to in subparagraph a) of force, with rounding up to the nearest whole in the case of a fractional number, must meet the independence requirements established in regulations in force from time to time of art. 148, paragraph three, of Legislative Decree no 58 dated 24 February 1998, as well as the Code of Corporate Governance to which the Company adheres.

If the candidates elected in the manner described above do not ensure the appointment of a number of directors who meet the independence requirements provided for above equal to the minimum number established by law and these By-laws in relation to the total number of directors, the nonindependent candidate elected last in sequential order in the majority list that received the highest number of votes referred to in subparagraph a) to regulations in force from time to time neutralises the possible effects on the Bylaws of any subsequent amendment of the applicable regulatory provision.

The amendment coordinates the references to the "majority" and "minority" lists previously defined in the

text of the By-laws

paragraph 10.2, paragraph eleven paragraph, will be replaced by the first independent candidate in sequential order not elected from the same list, or, failing that, by the first independent candidate in sequential order not elected from other lists, according to the number of votes obtained by each. This substitution procedure will be followed until the number of independent directors to be appointed is met.

Without prejudice to compliance with the minimum number of directors in possession of the independent requirements as stipulated above, where the candidates elected in the manner indicated above in the composition of the Board of Directors do not ensure compliance with the regulations in force in relation to gender equality, the candidate of the gender most elected as last in sequential order in the least who has secured the highest number of votes pursuant to letter a) of subsection 10.2, paragraph eleven, shall be replaced by the first candidate of the gender least represented based on the nonelected sequential order of the same list, or, failing this, by the first candidate of the gender least represented on the basis of the nonelected sequential order of the other of paragraph 10.2, paragraph eleven paragraph, will be replaced by the first independent candidate in sequential order not elected from the same list, or, failing that, by the first independent candidate in sequential order not elected from the minority list other lists, according to the number of votes obtained by each. This substitution procedure will be followed until the number of independent directors to be appointed is met. Without prejudice to compliance with the minimum number of directors in possession of the independent requirements as stipulated above, where the candidates elected in the manner indicated above in the composition of the Board of Directors do not ensure compliance with the regulations in force with the provisions of the Bylaws in relation to gender equality, the candidate of the gender most elected as last in sequential order in the majority list least who has secured the highest number of votes pursuant to letter a) of subsection 10.2, paragraph eleven, shall be replaced by the first candidate of the

gender least represented based on the non-elected sequential order of the same list, or, failing this, by the first candidate of the gender least represented on the basis of the nonSee preceding note

lists, according to the number of votes obtained by each. This replacement procedure will be carried out unless the Board of Directors is compliant with the current regulations in respect of gender equality.

In the event of there being only one list that is presented and allowed, all the candidates on this list shall be elected, but ensuring the nomination of directors in possession of the independence requirements at least in the overall number required under current laws and these By-laws, and also in compliance with current laws on gender equality. Where no list is submitted or allowed, the Meeting shall resolve according to the legal majority without observing the procedure referred to above. This is notwithstanding, however, different and other provisions provided under mandatory and statutory laws. In any event, there shall be compliance with the minimum number of independent directors and the current laws on gender equality. For the appointment of Directors who for whatever reason are not nominated pursuant to the procedures given above, the Meeting shall resolve by legal majority voting so as to ensure that the composition of the Board of elected sequential order of the minority list other lists, according to the number of votes obtained by each. This replacement procedure will be carried out unless the Board of Directors is compliant with the current regulations with the provisions of the By-laws in respect of gender equality.

In the event of there being only one list that is presented and allowed, all the candidates on this list shall be elected, but ensuring the nomination of directors in possession of the independence requirements at least in the overall number required under current laws and these By-laws, and also in compliance with current laws with the provisions of the By-laws on gender equality. Where no list is submitted or allowed, the Meeting shall resolve according to the legal majority without observing the procedure referred to above. This is notwithstanding, however, different and other provisions provided under mandatory and statutory laws. In any event, there shall be compliance with the minimum number of independent directors and the current laws with the provisions of the By-laws on gender equality. For the appointment of Directors who for whatever reason are not nominated pursuant to the procedures given above, the Meeting shall resolve by

Directors is compliant to the law and to these By-laws, and also complies with current laws in respect of gender equality.

10.4 The members of the Administrative Body shall remain in post for three years (expiring at the same time as the Meeting convened to approve the accounts relating to the last year of their post) or for a lesser period which may be fixed by the Meeting and the time of appointment. Directors may be reelected.

Where during the course of the period one or more directors are missing, provided that the majority remain comprised of directors appointed by the Meeting, the Board of Directors can arrange for their substitution through a resolution approved by the Board of Auditors in accordance with what is indicated below:

legal majority voting so as to ensure that the composition of the Board of Directors is compliant to the law and to these By-laws, and also complies with current laws with the provisions of the By-laws in respect of gender equality.

b) where the list does not contain previously non-elected candidates or candidates with the necessary requirements, or else when for any reason it is not possible to comply with what is stipulated above under, the Board of Directors proceeds with substitution as subsequently approved by the Meeting, pursuant to the first subsection of article 2386 of the Italian Civil Code, with legal majority voting with the list vote. In any case, the Board of Directors and the Meeting pursuant to the first subsection of article 2386 of the Civil Code shall appoint so as to ensure the presence of directors in possession of the requirements of independence stipulated in the previous subsection 10.3 at least in the overall minimum number required by current laws and these Articles and also in compliance with current laws in respect of gender equality.

Pursuant to article 2386, subsection one of the Civil Code, directors appointed in this way shall remain in post until the next Meeting and those appointed by the Meeting shall remain in post for time that the directors they replaced would have remained in post.

10.5 If the majority of the members of the administrative body appointed by Meeting resolution ceases to hold b) where the list does not contain previously non-elected candidates or candidates with the necessary requirements, or else when for any reason it is not possible to comply with what is stipulated above under, the Board of Directors proceeds with substitution as subsequently approved by the Meeting, pursuant to the first subsection of article 2386 of the Italian Civil Code, with legal majority voting with the list vote.

In any case, the Board of Directors and the Meeting pursuant to the first subsection of article 2386 of the Civil Code shall appoint so as to ensure the presence of directors in possession of the requirements of independence stipulated in the previous subsection 10.3 at least in the overall minimum number required by current laws and these Articles and also in compliance with current laws with the provisions of the By-laws in respect of gender equality.

10.5 If the majority of the members of the administrative body appointed by Meeting resolution ceases to hold

office, the entire administrative body shall lapse from the time when the new body is appointed and the directors remaining in post shall urgently convene the Meeting for it to be fully re-appointed and they may in the meantime perform acts of ordinary administration.

10.6 The Chair of the Board of Directors is appointed by the Meeting in the manner pursuant to article 10.2 paragraph 11, letter a) of the Bylaws. Where no lists are presented and allowed, the Chair of the Board of Directors is appointed by the Meeting pursuant to the legal majority and manner.

10.7 The Board of Directors appoints from among its members a CEO in accordance with what is stipulated under article 12.2 letter h). The Board of Directors has the option to attribute the position of general director to this same CEO. The position of general director can be exclusively attributed to the CEO.

The Board of Directors has the option to appoint a Deputy Chair, in accordance with the provisions of art. 12.2 letter g), which shall have the power, in the case of the absence or incapacity of the Chair, to chair the Shareholders' Meeting and the Board of Directors' meetings.

10.8 The Board of Directors may also delegate its own powers to an Executive Committee. 10.9 The non-executive members of the Board of Directors bring their own specific skills to the board discussions and contribute to the taking of decisions. They are called upon to perform an important dialectical function and to monitor the choices made by the executive members. The non-executive members shall acquire, also through the use of internal committees, information on the management and organisation of the company, internal audit and other control functions. The non-executive members must in any case be actively involved in the tasks entrusted to them, also as far as time availability is concerned and take part in the processes of appointing and dismissing internal audit and risk management managers. They diligently perform any other activity incumbent upon them pursuant to legal and regulatory provisions that may be in force.

10.10 The Board of Directors also appoints a Secretary in the person of a director of senior manager or executive of the company or a substitute, or an external consultant. 10.11 The Board of Directors is subject to a process of self10.8 The Board of Directors may also delegate its own powers to an Executive Committee.

10.9 The non-executive members of the Board of Directors bring their own specific skills to the board discussions and contribute to the taking of decisions. They are called upon to perform an important dialectical function and to monitor the choices made by the executive members. The non-executive members shall acquire, also through the use of internal committees, information on the management and organisation of the company, internal audit and other control functions. The non-executive members must in any case be actively involved in the tasks entrusted to them, also as far as time availability is concerned and take part in the processes of appointing and dismissing internal audit and risk management managers. They diligently perform any other activity incumbent upon them pursuant to legal and regulatory provisions that may be in force.

10.9 The Board of Directors also appoints a Secretary in the person of a director of senior manager or executive of the company or a substitute, or an external consultant. 10.10 The Board of Directors is subject to a process of selfThis clause constitutes a mere literal repetition of the supervisory provisions for banks, which apply without the need to add any reference in the By-laws

informed), all the members of the Board itself and all the members of the Board of Auditors are in attendance.

11.4 The meetings of the Board of Directors, at the initiative of the Chair or CEO can be attended by managers of the company, or any other person that the Board of Directors wishes to invite to support its work on specific topics. The Secretary, or his substitute, takes the minutes of each meeting, which must be signed by the person chairing the meeting and by the secretary himself.

11.5 The meetings of the Board of Directors may also be held with participants being located in several places, contiguous or remote, with audio-visual connections (only audio connection is permitted when the participants are easy to recognise by the Chair of the Meeting), providing that the collegial method and principles of good faith and equal treatment of shareholders have been followed. In this case, it is necessary that:

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and declare the results of the voting procedure;

b) at the place where the video/audio conference is held, an attendance informed), all the members of the Board itself and all the members of the Board of Auditors are in attendance.

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and declare the results of the voting procedure;

b) at the place where the video/audio conference is held, an attendance The purpose of the amendment is to streamline

sheet should be kept giving the	sheet should be kept giving the	the formalities involved in
names of those attending the	names of those attending the	managing Board meetings
meeting at this place; this attendance	meeting at this place; this attendance
sheet shall be attached to the	sheet shall be attached to the
minutes of the meeting;	minutes of the meeting;
c) the person taking the minutes is	b)c) the person taking the minutes is
able to adequately follow the events	able to adequately follow the events
of the Meeting;	of the Meeting;
d) the participants are able to	c)d) the participants are able to
simultaneously take part in the	simultaneously take part in the
discussions and vote on the items on	discussions and vote on the items on
the agenda in real time;	the agenda in real time;
e) where the Meeting is not in	d) e) where the Meeting is not in
plenary session, the notice of call of	plenary session, the notice of call	See preceding note.
the meeting stipulates the	stipulates the audio-video	The specific reference to the
audio/video location at which the	conferencing procedures. In any	meeting being deemed held
participants can attend and the	event, at the discretion of the Chair,	in the place where the chair
meeting shall be deemed to have	the notice of call may stipulate the	and secretary are in
taken place at the location where the	audio/video location at which the	attendance is included in art.
Chair and the minute-taker are in	participants can must attend the	11.6 and can therefore be
attendance.	meeting. and the meeting shall be	repealed
	deemed to have taken place at the
	location where the Chair and the
	minute-taker are in attendance.
11.6 The Board of Directors meeting	11.6 The Board of Directors meeting	This amendment is purely
shall be deemed to be held in the	shall be deemed to be held in the	lexical
place where the Chair and the	place in which where the Chair and
Secretary or the minute-taker are in	the Secretary or the minute-taker are
attendance.	in attendance.
The meetings of the Board of	The meetings of the Board of
Directors are presided over by the	Directors are presided over by the
Chair or, in the case of his absence or	Chair or, in the case of his absence or
incapacity, by the Deputy Chair or, in	incapacity, by the Deputy Chair or, in
the case of his absence or incapacity,	the case of his absence or incapacity,
by the director longest in post or else	by the director longest in post or else
by age.	by age.

note sent to the Chair of the Board of	note sent to the Chair of the Board of	provisions already included
Auditors, on the activity carried out	Auditors, on the activity carried out	in art. 17.2
by the company or subsidiaries.	by the company or subsidiaries.
Directors shall also refer to	Directors shall also refer to
operations in which they have had an	operations in which they have had an
interest, on their own behalf or on	interest, on their own behalf or on
behalf of third parties, or which are	behalf of third parties, or which are
influenced by any person exercising	influenced by any person exercising
the activity of direction and	the activity of direction and
coordination.	coordination.
12.4 For the performance of certain	12.4 For the performance of certain
categories of acts or on individual	categories of acts or on individual
business, the Board of Directors may	business, the Board of Directors may
confer a proxy on individual	confer a proxy on individual
directors, determining the content,	directors, determining the content,
limits and possible means of	limits and possible means of
exercising the proxy.	exercising the proxy.
In any event, the appointment of the	In any event, the appointment of the	The proposed amendment
person delegated to vote for the	person delegated to vote for the	aims to simplify the process
company at the meetings of	company at the meetings of	of delegating powers to
subsidiaries, such as the conferring of	subsidiaries, such as the conferring	attend shareholders'
related instructions, must always be	of related instructions, must always	meetings of subsidiaries
resolved by the Board of Directors.	be resolved by the Board of Directors.

Article 13: deadlock procedure	Article 13: deadlock procedure	As highlighted above, the
13.1 In relation to the resolutions	13.1 In relation to the resolutions	removal of the deadlock
pursuant to article 12.2 for which	pursuant to article 12.2 for which	procedure is consequential
these By-laws provide for a	these By-laws provide for a	to the changed shareholder
strengthened decision-making	strengthened decision-making	structure of the Bank
quorum, the rules under the	quorum, the rules under the	The amendment also entails
subsequent article 13.2 et seq., shall	subsequent article 13.2 et seq., shall	renumbering the successive
apply.	apply.	articles and adding further
13.2 Where the Board of Directors is	13.2 Where the Board of	cross references to those
not able to decide, a second meeting	Directors is not able to decide, a	articles in the By-laws
of the Board of Directors will be	second meeting of the Board of
convened within 30 (thirty) working	Directors will be convened within 30

days (with working days meaning all	(thirty) working days (with working
calendar days with the exception of	days meaning all calendar days with
Saturday and Sunday and days in	the exception of Saturday and
which the financial institutions are	Sunday and days in which the
not open to the public) from the date	financial institutions are not open to
of the meeting at which the deadlock	the public) from the date of the
procedure has occurred.	meeting at which the deadlock
13.3 Where in the course of this	procedure has occurred.
meeting, the members of the Board	13.3 Where in the course of this
of Directors are not able to decide,	meeting, the members of the Board
the decision-making quorum	of Directors are not able to decide,
provided by law shall apply.	the decision-making quorum
13.4 For the decisions pursuant to	provided by law shall apply.
art. 12.2 letter. i), o), and x) which	13.4 For the decisions pursuant
require the strengthened decision	to art. 12.2 letter. i), o), and x) which
making quorum pursuant to the last	require the strengthened decision
paragraph of article 12.2, where the	making quorum pursuant to the last
Board of Directors is unable to adopt	paragraph of article 12.2, where the
any resolution as a result of the	Board of Directors is unable to adopt
decision-making quorum stipulated,	any resolution as a result of the
no decision shall be taken.	decision-making quorum stipulated,
	no decision shall be taken.
Article 14: Executive Committee	Article 1314: Executive Committee
14.1 The Board of Directors can	1314.1 The Board of Directors can
appoint, from within its number, an	appoint, from within its number, an
Executive Committee and determine	Executive Committee and determine
its duration, powers, attributions and	its duration, powers, attributions and
means of functioning.	means of functioning.
		The amendment is a
14.2 The Executive Committee is	1314.2 The Executive Committee is	consequence of the addition
comprised of three board members.	comprised of three board members.	to the By-laws of the
The CEO is part of the Executive	In any event, at least one third of the	provisions aimed at
Committee. The Chair may not be a	members of the Executive	safeguarding the
member of the Executive Committee,	Committee must be of the least	participation of the least
but can take part in its meetings but	represented gender. The CEO is part	represented gender
with any voting rights.	of the Executive Committee. The

14.3 The Executive Committee shall remain in post for the period determined by the Board of Directors which determines its powers and attributions and may, fully or in part, dismiss the related members. The period in which the Executive Committee remains in service may not exceed that of the directors which comprise it.

14.4 The Executive Committee is chaired by the CEO; where he is absent or missing the related functions, including the power to propose the resolutions to be adopted, is incumbent upon the most senior members in terms of age.

14.5 At the invitation of the CEO, the meetings of the Executive Committee can be attended by managers of the company, or any other person that the Executive Committee wishes to invite to support its work on specific issues.

14.6 The role of the Secretary of the Executive Committee shall be fulfilled by the person nominated for this purpose at the suggestion of the person chairing the meeting. 14.7 The Executive Committee, which meets monthly, is convened by the CEO by means of a notice of call to be Chair may not be a member of the Executive Committee, but can take part in its meetings but with any voting rights.

1314.3 The Executive Committee shall remain in post for the period determined by the Board of Directors which determines its powers and attributions and may, fully or in part, dismiss the related members. The period in which the Executive Committee remains in service may not exceed that of the directors which comprise it.

1314.4 The Executive Committee is chaired by the CEO; where he is absent or missing the related functions, including the power to propose the resolutions to be adopted, is incumbent upon the most senior members in terms of age.

1314.5 At the invitation of the CEO, the meetings of the Executive Committee can be attended by managers of the company, or any other person that the Executive Committee wishes to invite to support its work on specific issues.

1314.6 The role of the Secretary of the Executive Committee shall be fulfilled by the person nominated for this purpose at the suggestion of the person chairing the meeting. 1314.7 The Executive Committee,

which meets monthly, is convened by the CEO by means of a notice of call

sent at least two days prior to the	to be sent at least two days prior to
meeting to each member and to the	the meeting to each member and to
statutory auditors. The notice may be	the statutory auditors. The notice
drafted on any medium (hard or soft)	may be drafted on any medium (hard
and may be sent using any means of	or soft) and may be sent using any
communication (including fax and e	means of communication (including
mail) appropriate to guarantee proof	fax and e-mail) appropriate to
of receipt thereof.	guarantee proof of receipt thereof.
14.8 In order for the resolutions of	1314.8 In order for the resolutions of
the Executive Committee to be valid	the Executive Committee to be valid
it is necessary that at least two	it is necessary that at least two
directors vote in favour.	directors vote in favour.
14.9 he resolutions made by the	1314.9 he resolutions made by the
Executive Committee are minuted	Executive Committee are minuted
and signed by the Chair and Secretary	and signed by the Chair and Secretary
of the meeting.	of the meeting.
14.10 The meetings of the Executive	1314.10 The meetings of the
Committee can be held using	Executive Committee can be held
appropriate audio-visual	using appropriate audio-visual
conferencing systems, with the same	conferencing systems, with the same
rules and in the same way as	rules and in the same way as
stipulated for the meetings of the	stipulated for the meetings of the
Board of Directors.	Board of Directors.
Article 15: CEO	Article 1415: CEO
15.1 The CEO manages the	1415.1 The CEO manages the
company's activities within the	company's activities within the
constraints of the powers conferred	constraints of the powers conferred
upon him and in compliance with the	upon him and in compliance with the
general management guidelines	general management guidelines
determined by the Board of	determined by the Board of
Directors.	Directors.
15.2 The CEO, within the constraints	1415.2 The CEO, within the
of the powers conferred upon him by	constraints of the powers conferred
the Board of Directors, can delegate	upon him by the Board of Directors,
decision-making powers in respect of	can delegate decision-making powers
the giving of credit and ordinary	in respect of the giving of credit and

management to executives, officials,	ordinary management to executives,
middle managers, branch managers	officials, middle managers, branch
and other company employees,	managers and other company
within predetermined limits graded	employees, within predetermined
on the basis of their functions and	limits graded on the basis of their
level covered.	functions and level covered.
	Article 1516: other board
Article 16: other board committees	committees
The Board of Directors shall establish	1516.1 The Board of Directors shall
its own internal committees with	establish its own internal committees
consulting and advisory functions,	with consulting and advisory
determining their duties and powers,	functions, determining their duties
also in compliance with applicable	and powers, also in compliance with
regulations and codes of conduct for	applicable regulations and codes of
the management companies of the	conduct for the management
regulated markets in which the	companies of the regulated markets
company's shares will be traded.	in which the company's shares will be
	traded.

Article 17: Chair of the Board of	Article 1617: Chair of the Board of
Directors and executive bodies	Directors and executive bodies
17.1 The Chair of the Board of	1617.1 The Chair of the Board of
Directors:	Directors:
- Ensures the smooth functioning of	- Ensures the smooth functioning of
the Board, promotes internal	the Board, promotes internal
dialogue and ensures the balance of	dialogue and ensures the balance of
power, in accordance with the tasks	power, in accordance with the tasks
relating to the organisation of the	relating to the organisation of the
board's proceedings and the flow of	board's proceedings and the flow of
information that may be assigned by	information that may be assigned by
the Italian Civil Code;	the Italian Civil Code;
- Promotes the effective functioning	- Promotes the effective functioning
of the corporate governance system,	of the corporate governance system,
ensuring a balance between the	ensuring a balance between the
powers of the CEO and the other	powers of the CEO and the other
executive directors and is the	executive directors and is the
interlocutor of the body with the	interlocutor of the body with the

be reimbursed for expenses incurred be reimbursed for expenses incurred as a result of their office, including as a result of their office, including travel and transfer expenses, and a travel and transfer expenses, and a fee determined by the Meeting at the fee determined by the Meeting at the time of appointment. time of appointment. The remuneration of directors The remuneration of directors serving as Chair, Deputy Chair (if serving as Chair, Deputy Chair (if nominated), CEO, members of the nominated), CEO, members of the Board who are entrusted with special Board who are entrusted with special missions and members of the missions and members of the Executive Committee is established Executive Committee is established by the Board of Directors, upon the by the Board of Directors, upon the advice of the Board of Auditors, as advice of the Board of Auditors, as well as upon the proposal of the well as upon the proposal of the internal committee possible internal committee possible established for this purpose, in established for this purpose, in compliance with the remuneration compliance with the remuneration and incentives policies determined and incentives policies determined by the Meeting. by the Meeting. The Meeting can determine an The Meeting can determine an overall amount for the remuneration overall amount for the remuneration of all directors, including those of all directors, including those vested with particular tasks and for vested with particular tasks and for the general director if appointed the general director if appointed pursuant to article 10.7 of these By pursuant to article 10.7 of these By laws. laws. 17.4 The corporate responsibility 1617.4 The corporate responsibility actions provided under article 2393- actions provided under article 2393- bis of the Italian Civil Code may be bis of the Italian Civil Code may be exercised by shareholders exercised by shareholders representing at least 1/40 (a fortieth) representing at least 1/40 (a fortieth) of the share capital. of the share capital.
































administrative body are entitled to administrative body are entitled to
17.3 The members of the 1617.3 The members of the

18.1 The Meeting appoints three statutory auditors and two alternates who remain in post for three financial years, can be re-elected and whose function ceases on the date of the Meeting convened to approve the financial accounts for the third financial year of their office. Auditors cease to hold office upon the expiry of the term stipulated at the time the Board was established. Legal rules and these By-laws apply in respect of the appointment, dismissal and replacement of board members.

18.2 Board members must be in possession of the requirements of professionalism, integrity and independence prescribed under regulations in force at the time, including those indicated in the Decree of the Ministry of Justice no 162 dated 30 March 2000, as well as those envisaged by the Code of Conduct for Listed Companies to 1718.1 The Meeting appoints three statutory auditors and two alternates who remain in post for three financial years, can be re-elected and whose function ceases on the date of the Meeting convened to approve the financial accounts for the third financial year of their office.

In accordance with the need to ensure an adequate degree of diversification in the composition of the Board, in terms of skills, experience, age, international profile and gender, at least one of the standing auditors and one of the alternates (or the higher number prescribed by regulations in force from time to time) of the Board of Auditors must be of the least represented gender.

Auditors cease to hold office upon the expiry of the term stipulated at the time the Board was established. Legal rules and these By-laws apply in respect of the appointment, dismissal and replacement of board members. 1718.2 Board members must be in possession of the requirements of professionalism, integrity and independence prescribed under regulations in force at the time, including those indicated in the Decree of the Ministry of Justice no 162 dated 30 March 2000, as well as those envisaged by the Code of Conduct for Listed Companies to The amendment is a consequence of the addition to the By-laws of the provisions aimed at safeguarding the participation of the least represented gender

which the Company has adhered. Pursuant to the provisions of article 1, subsection 2, letter b) and c) of this Decree, issues inherent to the financial, credit and insurance sectors shall be considered to be strictly relating to the Company's scope of activities. Auditors can undertake tasks for members of bodies of administration and control in other companies within the constraints laid down by applicable provisions.

18.3 Other than those stipulated by law, it shall be deemed to be a cause of ineligibility or invalidity to be linked to the company through a fulltime employment contract or by any other contract to supply goods and/or services, to be a member of administrative bodies of other banks or other companies performing activities in competition with those of the company, or to be linked to these by a full-time contract of employment.

18.4 Auditors may not assume tasks other than those of control at other companies belonging to the group or to the financial conglomerate, nor to companies in which the company, including indirectly, holds a strategic stake.

18.5 In order to ensure the election of a statutory and alternate auditor for minority shareholders, the appointment of the Board of Auditors which the Company has adhered. Pursuant to the provisions of article 1, subsection 2, letter b) and c) of this Decree, issues inherent to the financial, credit and insurance sectors shall be considered to be strictly relating to the Company's scope of activities. Auditors can undertake tasks for members of bodies of administration and control in other companies within the constraints laid down by applicable provisions.

1718.3 Other than those stipulated by law, it shall be deemed to be a cause of ineligibility or invalidity to be linked to the company through a fulltime employment contract or by any other contract to supply goods and/or services, to be a member of administrative bodies of other banks or other companies performing activities in competition with those of the company, or to be linked to these by a full-time contract of employment.

1718.4 Auditors may not assume tasks other than those of control at other companies belonging to the group or to the financial conglomerate, nor to companies in which the company, including indirectly, holds a strategic stake. 1718.5 In order to ensure the election of a statutory and alternate auditor for minority shareholders, the appointment of the Board of Auditors

comes about on the basis of lists presented by shareholders in which the candidates are listed in sequential order. The list is comprised of two sections: one for candidates for the position of statutory auditor, the other for candidates to the post of alternate auditor.

Lists which have a number of candidates equal to or greater than three must also include candidates of a different gender, in accordance with what is stated in the Meeting call of notice, so as to allow the Meeting to be set up in accordance with current laws regarding gender equality. Both shareholders which present, including jointly at least 2.5% (two point five per cent) of the share capital represented by voting rights at Meeting resolutions whose purpose is to appoint the members of the administrative body, or another measure which may be established by mandatory legal or statutory provisions, can present a list of candidates.

The percentage shareholding required to submit lists of candidates for the appointment of the Board of Auditors is specified in the notice of call of the Shareholders' Meeting called to resolve on the appointment of the said body.

The proposal to include a reference to the thresholds provided for in regulations in force, instead of the specific reference to the percentage shareholding required to submit lists for the appointment of the Board of Auditors, is consistent with what is being proposed for art. 10.2 with regard to the submission of lists for the appointment of the Board of Directors

The holding of this minimum share necessary to submit lists is determined having regard to the shares which are registered to the shareholder on the day in which these lists are submitted to the company's head office. In order to prove the holding of the number of shares required to present lists, shareholders who present or are involved in submitting lists, must submit to deliver to the registered office a copy of the appropriate certificate issued by an authorised intermediary pursuant to law, issued within the period laid down for the publication of the lists. Each shareholder, including shareholders belonging to the same group, member of a shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February 1998, parent companies, subsidiaries and those subject to joint control pursuant to article 93 of Both shareholders which present, including jointly at least 2.5% (two point five per cent) of the share capital represented by voting rights at Meeting resolutions whose purpose is to appoint the members of the administrative body, or another measure which may be established by mandatory legal or statutory provisions, can present a list of candidates.

legislative decree no 58 dated 24 February 1998, may not submit or be involved in the submission, either by proxy of trust company, in more than one list and may not vote on lists other than the one presented and any candidate can only appear in a single list under pain of being declared ineligible. For the purposes of the preceding paragraph, entities, even those with a corporate status, which exercise direct or indirect control pursuant to Article 93 of Legislative Decree 24 February 1998 n. 58 over the shareholder in question and all the companies controlled directly or indirectly by this entity are deemed to belong to the same group.

Notwithstanding the incompatibilities provided by law, candidates acting as auditors in another 5 (five) issuers or else in violation of the limits on the cumulation of positions possible set out under applicable legal or statutory provisions may not be included in the lists. Outgoing auditors may be re-elected. The lists must be sent to the company's head legislative decree no 58 dated 24 February 1998, may not submit or be involved in the submission, either by proxy of trust company, in more than one list and may not vote on lists other than the one presented and any candidate can only appear in a single list under pain of being declared ineligible. For the purposes of the preceding paragraph, entities, even those with a corporate status, which exercise direct or indirect control pursuant to Article 93 of Legislative Decree 24 February 1998 n. 58 over the shareholder in question and all the companies controlled directly or indirectly by this entity are deemed to belong to the same group.

office at least 25 (twenty-five) days prior to the one planned for the Meeting called upon to resolve on the appointment of the control body and be made available to the public at the registered office, on the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting. This shall be mentioned in the notice of call. Where only one list has been submitted within this period of 25 (twenty-five) days, i.e. only lists have been presented by inter-related shareholders pursuant to current legislative and statutory provisions, lists may be submitted up to the third day subsequent to this date, unless a different period is stipulated under applicable legal and statutory provisions. In this case, shareholders who individually or jointly are owners of shares representing half of the capital threshold previously identified shall be entitled to submit lists.

Together with each list, within the periods indicated above, the following information must be submitted: i) the information relating to the shareholders who have submitted the list and the shareholding percentage held; ii) the declarations by which the individual office at least 25 (twenty-five) days prior to the one planned for the Meeting called upon to resolve on the appointment of the control body and be made available to the public at the registered office, on the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting. This shall be mentioned in the notice of call. Where only one list has been submitted within this period of 25 (twenty-five) days, i.e. only lists have been presented by inter-related shareholders pursuant to current legislative and statutory provisions, lists may be submitted up to the third day subsequent to this date, unless a different period is stipulated under applicable legal and statutory provisions. In this case, shareholders who individually or jointly are owners of shares representing half of the capital threshold previously identified shall be entitled to submit lists.

candidates accept the application	candidates accept the application
and solemnly swear that there are no	and solemnly swear that there are no
grounds for ineligibility or	grounds for ineligibility or
incompatibility, including the limit of	incompatibility, also with reference	This amendment is purely
the cumulation of positions, or the	to theincluding the limit of the	lexical
requirements legally and statutorily	cumulation of positions, or the
prescribed for the respective tasks;	requirements legally and statutorily
iii) a declaration by the shareholders	prescribed for the respective tasks;
other than those holding, including	iii) a declaration by the shareholders
jointly, a relative controlling or	other than those holding, including
majority shareholder, attesting to the	jointly, a relative controlling or
absence of ties with the latter	majority shareholder, attesting to the
stipulated under applicable laws, as	absence of ties with the latter
well as (iv) the CV of each candidate,	stipulated under applicable laws, as
containing extensive information on	well as (iv) the CV of each candidate,
the personal and professional	containing extensive information on
characteristics of each candidate and	the personal and professional
indication any management and	characteristics of each candidate and
control tasks covered in other	indication any management and
companies.	control tasks covered in other
The lists submitted which do not	companies.
satisfy the provisions stated above	The lists submitted which do not
shall be void.	satisfy the provisions stated above
Auditors are elected as follows:	shall be void.
a) from the list of those obtaining the	Auditors are elected as follows:
highest number of votes, based on	a) from the list of those obtaining the
the sequential order in which they	highest number of votes, based on
are listed in the sections of the list,	the sequential order in which they
two statutory and one alternate	are listed in the sections of the list,
auditors are selected;	two statutory and one alternate
b) the remaining member of the	auditors are selected;
statutory auditor and the other	b) the remaining member of the
alternate auditor are selected, based	statutory auditor and the other
on the sequential order in which they	alternate auditor are selected, based
are listed in the sections of the lists,	on the sequential order in which they
from the second list obtaining the	are listed in the sections of the lists,

highest number of votes at the Meeting and which is not in any way corrected, not even indirectly, with the list mentioned under paragraph a) and/or with the shareholders who have submitted or voted the majority list;

c) where the votes between the lists are tied, the one presented by shareholders in possession of the higher share, or else the highest number of shareholders shall prevail; d) where the Board of Auditors thus constituted does not ensure compliance with current laws in respect of gender equality, the last candidate elected from the majority list shall be replaced by the first candidate not elected from the same list belonging to the least represented gender or, failing this, by the first candidate not elected from the successive lists. Where this is not possible, the statutory member of the least represented gender is appointed by the Meeting with legal majority voting, to replace the last candidate from the majority list;

e) where a single list or no list is presented, all the candidates for the positions indicated in the list or else those voted by the Meeting shall be elected the statutory and alternate auditors, provided that these achieve from the second list obtaining the highest number of votes at the Meeting and which is not in any way corrected, not even indirectly, with the list mentioned under paragraph a) and/or with the shareholders who have submitted or voted the majority list;

c) where the votes between the lists are tied, the one presented by shareholders in possession of the higher share, or else the highest number of shareholders shall prevail; d) where the Board of Auditors thus constituted does not ensure compliance with current laws and with the provisions of the By-laws in respect of gender equality, the last candidate elected from the majority list shall be replaced by the first candidate not elected from the same list belonging to the least represented gender or, failing this, by the first candidate not elected from the successive lists. Where this is not possible, the statutory member of the least represented gender is appointed by the Meeting with legal majority voting, to replace the last candidate from the majority list;

the majority of votes expressed at the Meeting. This is notwithstanding compliance with the regulations in force in respect of gender equality.

The chairmanship of the Board of Auditors is assumed by the first candidate on the second list who has obtained the most votes, if presented and allowed.

Where the legal and statutory requirements are not met, the auditor shall lose office.

Where an auditor is replaced, the alternate auditor belonging to the one outgoing shall take over. If the substitution does not allow compliance with the rules on gender equality, the Meeting must be convened as soon as possible in order to ensure compliance with this law.

Where the legal and statutory requirements are not met, the auditor shall lose office.

Where an auditor is replaced, the alternate auditor belonging to the one outgoing shall take over. If the substitution does not allow compliance with the rules and with the provisions of the By-laws on gender equality, the Meeting must be convened as soon as possible in order to ensure compliance with these provisions.

indicated in the list to which the auditor to be replaced belongs, or in the minority list which won the second highest number of votes. Where the application for these procedures does not, for any reason, allow the replacement of the auditors designated by the minority shareholders, the Meeting shall proceed on the basis of majority voting; however, in the ascertaining of the results of this latter vote, the votes from shareholders who, according to the communication given pursuant to current rules, hold, including indirectly or even jointly with other shareholders belonging to a relevant shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February 1998, the majority of votes to be exercised at the Meeting, as well as shareholders who control, are controlled or are subject to joint control, shall not be calculated. The new appointments will cease together with those in post. In any event, the obligation to comply with current regulations in terms of gender equality shall remain firm.

The ordinary Meeting sets the annual payment due to each auditor pursuant to the regulations currently in force. Auditors shall also be indicated in the list to which the auditor to be replaced belongs, or in the minority list which won the second highest number of votes. Where the application for these procedures does not, for any reason, allow the replacement of the auditors designated by the minority shareholders, the Meeting shall proceed on the basis of majority voting; however, in the ascertaining of the results of this latter vote, the votes from shareholders who, according to the communication given pursuant to current rules, hold, including indirectly or even jointly with other shareholders belonging to a relevant shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February 1998, the majority of votes to be exercised at the Meeting, as well as shareholders who control, are controlled or are subject to joint control, shall not be calculated. The new appointments will cease together with those in post. In any event, the obligation to comply with current regulations and with the provisions of the By-laws in terms of gender equality shall remain firm. The ordinary Meeting sets the annual payment due to each auditor pursuant to the regulations currently

in force. Auditors shall also be

reimbursed, on a lump-sum basis for	reimbursed, on a lump-sum basis for
the expenses incurred in their work.	the expenses incurred in their work.
18.6 Auditors shall not be paid	1718.6 Auditors shall not be paid any
any fee based on the financial	fee based on the financial
instruments and linked to the	instruments and linked to the
financial management results.	financial management results.
18.7 The Board of Auditors, in	1718.7 The Board of Auditors, in
performing all the functions	performing all the functions
demanded of it in compliance with	demanded of it in compliance with
the related rules provided by law and	the related rules provided by law and
regulations in force, monitors:	regulations in force, monitors:
a) compliance with the laws,	a) compliance with the laws,
regulations and By-laws;	regulations and By-laws;
b) compliance with the principles of	b) compliance with the principles of
proper administration;	proper administration;
c) the suitability of the	c) the suitability of the
organisational, administrative and	organisational, administrative and
accounting structure adopted by the	accounting structure adopted by the
company and its concrete	company and its concrete
functioning;	functioning;
d) the suitability and functionality of	d) the suitability and functionality of
the internal auditing system with	the internal auditing system with
particular regard to risk	particular regard to risk
management;	management;
e) the other actions and facts	e) the other actions and facts
specified by law and regulations;	specified by law and regulations;
The Board of Auditors checks and	The Board of Auditors checks and
investigates causes and remedies for	investigates causes and remedies for
management irregularities,	management irregularities,
performance anomalies, gaps in the	performance anomalies, gaps in the
organisational and accounting	organisational and accounting
structure, and places particular	structure, and places particular
attention to compliance with the	attention to compliance with the
regulations concerning conflicts of	regulations concerning conflicts of
interest.	interest.

18.8 The Board of Directors	1718.8 The Board of Directors
particularly ascertains that there is	particularly ascertains that there is
adequate coordination between all	adequate coordination between all
the functions and structures involved	the functions and structures involved
in the system of internal controls,	in the system of internal controls,
including the audit company tasked	including the audit company tasked
with the legal auditing of the	with the legal auditing of the
accounts, by promoting, where	accounts, by promoting, where
appropriate, adequate corrective	appropriate, adequate corrective
measures.	measures.
18.9 Pursuant to what is stated under	1718.9 Pursuant to what is stated
article 18.8 above: a) the managers of	under article 1718.8 above: a) the
the internal audit, risk management	managers of the internal audit, risk
and compliance departments sent	management and compliance
their respective reports to the Board	departments sent their respective
of Auditors. b) the Board of Auditors,	reports to the Board of Auditors. b)
and the auditing company constantly	the Board of Auditors, and the
exchange data and relevant	auditing company constantly
information in order to complete the	exchange data and relevant
related tasks.	information in order to complete the
18.10 The Board of Auditors	related tasks.
periodically checks its own adequacy	1718.10 The Board of Auditors
in terms of powers, functioning and	periodically checks its own adequacy
composition, taking account of the	in terms of powers, functioning and
size, complexity and activities carried	composition, taking account of the
out by the company.	size, complexity and activities carried
18.11 Auditors can call upon, in	out by the company.
carrying out the necessary checks	1718.11 Auditors can call upon, in
and investigations, the structures and	carrying out the necessary checks
functions responsible for internet	and investigations, the structures and
control, and also at any time carry	functions responsible for internet
out, including individually,	control, and also at any time carry
inspections and audits.	out, including individually,
18.12 The Board of Directors can ask	inspections and audits.
the directors and all the internal	1718.12 The Board of Directors can
control structures for news, including	ask the directors and all the internal

with reference to subsidiaries, on the performance of the business operations and on particular business. It may exchange information with the corresponding bodies of the subsidiaries in relation to the systems of administration and control and on the general progress of the business activity.

18.13 In order to correctly carry out its duties, and particularly the obligation to promptly report to the Bank of Italy and, where provided, to other Supervisory Authorities in relation to management irregularities or legal breaches, the Board of Auditors is vested with the broadest powers set down by legal and statutory provisions.

Moreover, the Board of Auditors reports to the Board of Directors on any gaps and irregularities found, requests the adoption of appropriate corrective measures and checks their effectiveness over time.

control structures for news, including with reference to subsidiaries, on the performance of the business operations and on particular business. It may exchange information with the corresponding bodies of the subsidiaries in relation to the systems of administration and control and on the general progress of the business activity.

1718.13 In order to correctly carry out its duties, and particularly the obligation to promptly report to the Bank of Italy any facts or acts it becomes aware of that constitute an irregularity or a breach of the provisions of law governing the banking business, and, more generally, where provided, to report to other Supervisory Authorities in relation to management irregularities or legal breaches, the Board of Auditors is vested with the broadest powers set down by legal and statutory provisions. In order to correctly carry out its duties, and particularly the obligation to promptly report to the Bank of Italy and, where provided, to other Supervisory Authorities in relation to management irregularities or legal breaches, the Board of Auditors is vested with the broadest powers set down by legal and statutory provisions.

The amendment aims to ensure better links with the Supervisory Provisions (see Title V, Chapter 2, Section II of Circular no. 288 of 3 April 2015)

18.14 The Board of Auditors, which must meet at least every ninety days, is convened by the Chair of the Board of Auditors by means of a notice to be sent at least eight days before the meeting to each Auditor and, in the event of an emergency, at least three days in advance. The notice can be drafted on any medium (hard or soft copy) and may be sent using any means of communication (including fax and e-mail).

The Board of Auditors is also validly constituted and able to take decisions when, in the absence of the above formalities being carried out, all the members of the Board are in attendance.

18.15 The meetings of the Board of Auditors can also meet with participants located in different places, provided that the collegial method and principles of good faith and equal treatment between participants is respected. In this case, it is necessary that:

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and Moreover, the Board of Auditors reports to the Board of Directors on any gaps and irregularities found, requests the adoption of appropriate corrective measures and checks their effectiveness over time.

1718.14 The Board of Auditors, which must meet at least every ninety days, is convened by the Chair of the Board of Auditors by means of a notice to be sent at least eight days before the meeting to each Auditor and, in the event of an emergency, at least three days in advance. The notice can be drafted on any medium (hard or soft copy) and may be sent using any means of communication (including fax and e-mail).

The Board of Auditors is also validly constituted and able to take decisions when, in the absence of the above formalities being carried out, all the members of the Board are in attendance.

1718.15 The meetings of the Board of Auditors can also meet with participants located in different places, provided that the collegial method and principles of good faith and equal treatment between participants is respected. In this case, it is necessary that:

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and

declare the results of the voting	declare the results of the voting
procedure;	procedure;
b) at the place where the video/audio	b) at the place where the video/audio	The purpose of the
conference is held, an attendance	conference is held, an attendance	amendment is to streamline
sheet should be kept giving the	sheet should be kept giving the	the formalities involved in
names of those attending the	names of those attending the	managing the meetings of
meeting at this place; this attendance	meeting at this place; this attendance	the Board of Auditors
sheet shall be attached to the	sheet shall be attached to the
minutes of the meeting;	minutes of the meeting;
c) the minute-taker is able to	b)c) the minute-taker is able to
adequately follow the events of the	adequately follow the events of the
Meeting;	Meeting;
d) the participants are able to	c)d) the participants are able to
exchange documentation and also	exchange documentation and also
take part in the discussions and vote	take part in the discussions and vote
on on the agenda items in real time;	on on the agenda items in real time;
18.16 The Board of Auditors is subject	1718.16 The Board of Auditors is
to a periodic process of self	subject to a periodic process of self
assessment, based on the criteria and	assessment, based on the criteria and
means set out in the regulations that	means set out in the regulations that
are applicable at the time.	are applicable at the time.
SECTION IV	SECTION IV
LEGAL AUDITING OF THE ACCOUNTS	LEGAL AUDITING OF THE ACCOUNTS
Article 19: legal auditing of the	Article 1819: legal auditing of the
accounts	accounts
19.1 Legal auditing of accounts is	1819.1 Legal auditing of accounts is
exercised by a legal auditing	exercised by a legal auditing
company, to be appointed by the	company, to be appointed by the
Meeting pursuant to art, 2409-bis et	Meeting pursuant to art, 2409-bis et
seq., of legislative decree no 39 dated	seq., of legislative decree no 39 dated
27 January 2010.	27 January 2010.

SECTION V	SECTION V
LEGAL REPRESENTATION AND	LEGAL REPRESENTATION AND
COMPANY SIGNATURE	COMPANY SIGNATURE

Article 20: legal representation and	Article 1920: legal representation
company signature	and company signature
20.1 The company is represented to	1920.1 The company is represented
third parties and in law and the	to third parties and in law and the
company signature, with all related	company signature, with all related
powers, are incumbent upon the	powers, are incumbent upon the
Chair of the Board of Directors and on	Chair of the Board of Directors and on
the CEO, within the limited of the	the CEO, within the limited of the
powers delegated. These have the	powers delegated. These have the
power to represent the company in	power to represent the company in
legal proceedings and before any	legal proceedings and before any
judicial or administrative authority,	judicial or administrative authority,
and also to confer powers of	and also to confer powers of
attorney, including in general.	attorney, including in general.
20.2 Where the Chair of the Board	1920.2 Where the Chair of the Board
and the CEO are absent or	and the CEO are absent or
incapacitated, the company is	incapacitated, the company is
represented by the most senior	represented by the most senior
board member in terms of age.	board member in terms of age.
20.3 The Board of Directors, the	1920.3 The Board of Directors, the
Executive Committee and the CEO	Executive Committee and the CEO
may, within the limits to the	may, within the limits to the
delegated powers, for individual acts	delegated powers, for individual acts
or categories or acts, delegate	or categories or acts, delegate
powers of representation, with the	powers of representation, with the	The amendment aims to
related power to sign on behalf of the	related power to sign on behalf of the	overcome any
company, to external persons only,	company, to employees but also to	interpretational doubts
normally jointly or, for those	external persons only, normally	regarding the application of
categories of operations thus	jointly or, for those categories of	the provision
determined, also individually.	operations thus determined, also
	individually.
SECTION VI	SECTION VI
ACCOUNTS AND DISTRIBUTION OF	ACCOUNTS AND DISTRIBUTION OF
PROFITS	PROFITS
Article 21: accounts	Article 2021: accounts

21.1 The financial years shall close on	2021.1 The financial years shall close
31 December of each year. At the end	on 31 December of each year. At the
of each period the Board of Directors	end of each period the Board of
draw up the financial statements in	Directors draw up the financial
accordance with applicable	statements in accordance with
regulations.	applicable regulations.
Article 22: distribution of profits	Article 2122: distribution of profits
22.1 The net profits shown in the	2122.1 The net profits shown in the
financial statements are shared as	financial statements are shared as
follows:	follows:
a) 5% of the legal reserve fund until	a) 5% of the legal reserve fund until
this represents a fifth of the share	this represents a fifth of the share
capital.	capital.
b) the remainder shall be used as	b) the remainder shall be used as
resolved by the Meeting to approve	resolved by the Meeting to approve
the financial statements to which the	the financial statements to which the
net profits refer.	net profits refer.
The Meeting, at the proposal of the	The Meeting, at the proposal of the
Board, may attribute shareholders	Board, may attribute shareholders
the power to request that the	the power to request that the
payment of the dividend is paid, in	payment of the dividend is paid, in
whole or in part, in cash or shares,	whole or in part, in cash or shares,
having the same characteristics as	having the same characteristics as
the shares in circulation on the date	the shares in circulation on the date
assigned.	assigned.
Where this power is granted, the	Where this power is granted, the
Meeting, at the proposal of the	Meeting, at the proposal of the
Board, determined the way to	Board, determined the way to
calculate and assign the shares,	calculate and assign the shares,
establishing the means of paying the	establishing the means of paying the
dividend in the event of the failure to	dividend in the event of the failure to
exercise this option by the	exercise this option by the
shareholders.	shareholders.
The Meeting, at the proposal of the	The Meeting, at the proposal of the
Board of Directors, can allocate a	Board of Directors, can allocate a
share of the net profit for the period	share of the net profit for the period

to initiatives of a social, charity and	to initiatives of a social, charity and
cultural nature, to be developed at	cultural nature, to be developed at
the judgement of the Board of	the judgement of the Board of
Directors itself.	Directors itself.
The Company may decide to	The Company may decide to
distribute dividend advances in the	distribute dividend advances in the
cases, means and limits permitted	cases, means and limits permitted
under current regulations.	under current regulations.
22.2 Dividends not collected and	2122.2 Dividends not collected and
prescribed are returned to the	prescribed are returned to the
company and shall be posted to the	company and shall be posted to the
extraordinary reserve.	extraordinary reserve.
Article 23: Accounting and company	Article 2223: Accounting and
documents	company documents
The Board of Directors, after hearing	22.1 The Board of Directors, after
the mandatory but not binding	hearing the mandatory but not
opinion of the Board of Directors, and	binding opinion of the Board of
with the ordinary majority provided	Directors, and with the ordinary
in these Articles, appoints the	majority provided in these Articles,
manager responsible for drafting the	appoints the manager responsible for
corporate accounting documents	drafting the corporate accounting
pursuant to article 154-bis of	documents pursuant to article 154-
legislative decree no 58 of 24	bis of legislative decree no 58 of 24
February 1998, and possibly	February 1998, and possibly
establishes a given period for the task	establishes a given period for the task
to be completed, selecting from	to be completed, selecting from
among the company's managers with	among the company's managers with
proven experience in accounting and	proven experience in accounting and
financial matters, conferring on them	financial matters, conferring on them
adequate powers and means for the	adequate powers and means for the
exercising of the tasks assigned	exercising of the tasks assigned
pursuant to law. This same board of	pursuant to law. This same board of
Directors shall also have the power to	Directors shall also have the power to
revoke this manager in charge. The	revoke this manager in charge. The
payment made to the person	payment made to the person
responsible for drafting the	responsible for drafting the

transaction is approved in the	transaction is approved in the
presence of contrary advice from the	presence of contrary advice from the
independent directors, the Meeting	independent directors, the Meeting
resolves with the majority stipulated	resolves with the majority stipulated
by law, provided that, where the	by law, provided that, where the
unrelated shareholders present at	unrelated shareholders present at
the Meeting represent at least 10% of	the Meeting represent at least 10% of
the share capital with voting rights,	the share capital with voting rights,
the stated legal majority shall be	the stated legal majority shall be
attained with the vote in favour by	attained with the vote in favour by
the majority of unrelated	the majority of unrelated
shareholders voting at the Meeting.	shareholders voting at the Meeting.
24.3 The internal procedures	2324.3 The internal procedures
adopted by the Company in relation	adopted by the Company in relation
to related-party transactions might	to related-party transactions might
envisage the exclusion from their	envisage the exclusion from their
scope of application of urgent	scope of application of urgent
transactions, also incumbent upon	transactions, also incumbent upon
the Board, within the limits allowed	the Board, within the limits allowed
by applicable legal and regulatory	by applicable legal and regulatory
provisions.	provisions.
SECTION VII	SECTION VII
GENERAL PROVISIONS	GENERAL PROVISIONS
Article 25: general provisions	Article 2425: general provisions
25.1 Where no provision is not	2425.1 Where no provision is not
made in these By-laws, the laws and	made in these By-laws, the laws and
regulations currently in force shall be	regulations currently in force shall be
observed.
	observed.
	SECTION VII
	TRANSITIONAL PROVISIONS
	Article 25: transitional provisions
	with regard to the amendments
	approved by the extraordinary
	Shareholders' Meeting on [•]
	25.1 The amendments to these By

extraordinary Shareholders' Meeting on [•], shall be effective as of the date of approval subsequent to the fulfilment of the authorisation and publication requirements established by law, save as provided by art. 25.2 below. 25.2 The amendments to art. 10 of these By-laws, as approved by the extraordinary Shareholders' Meeting on [•], shall be effective as of the date of publication of the notice of call to the Shareholders' Meeting called to resolve on the first renewal of the Board of Directors after the date of that resolution. 25.3 The version of art. 10-bis transcribed below shall apply on a transitional basis up to the date of entry into force of art. 25.2 above. *** Article 10-bis: Board of Directors 10.1 The company is managed by a Board of Directors appointed by the Meeting and comprised of 9 members which: a) bring to the company the specific skills they possess; b) know the tasks and responsibilities of the role and are in possession of the requirements requested by law and regulations in force at the time; c) act and resolve with full knowledge of the facts and autonomously in

pursuit of the aim to create value for
shareholders;
d) only accept the position when they
believe they are able to dedicate the
time needed to diligently carry out
their tasks, also being mindful of the
number of positions of director of
auditor they have in other companies
or bodies;
e) keep the information acquired as a
result of the office held as
confidential.
10.2 The current laws and provisions
of these By-laws apply to the
appointment, dismissal and
replacement of members of the
Board of Directors
In order to appoint or co-opt
directors, the Board of Directors
initially identifies the qualitative and
quantitative composition deemed
optimal in relation to the aims to be
pursued, by identifying and justifying
the theoretical profile of the
candidates considered appropriate to
these ends. The results of this
analysis must be shown in the notice
of call of the Meeting convened to
appoint directors so that
shareholders, in choosing candidates,
can take into account the
professional skills required. This is
notwithstanding the possibility for
shareholders to make their own
assessments on the optimal
composition of the Board of Directors

and to bring forward candidates commensurate with these, explaining any differences with regard to the analysis carried out by the Board. Subsequently, the Board of Directors checks the compliance between the qualitative and quantitative composition deemed optimal and the one actually resulting from the appointments process. The Members of the Board of Directors are elected using the list system in which a minimum of three and maximum of nine candidates

must be listed in sequential order. The candidate at sequential number "1" of each list shall also be the candidate appointed as chair of the Board of Directors.

present in more than one list, these
lists shall be deemed to have not
been submitted.
For the purposes of the preceding
paragraph, entities, even those with
a corporate status, which exercise
direct or indirect control pursuant to
Article 93 of Legislative Decree 24
February 1998 n. 58 over the
shareholder in question and all the
companies controlled directly or
indirectly by this entity are deemed
to belong to the same group.
Each candidate may appear in one
list, under pain of ineligibility.
Only those shareholders who,
together or separately, are holders of
shares representing at least 2.5%
(two point five percent) - or any other
lower percentage established by the
legislation currently in force are
entitled to submit lists - of the capital
entitled to vote on Meeting
resolutions that relate to the
appointment of members of the
Board.
The lists must be sent to the
company's head office and to the
management company at least 25
(twenty- five) days prior to the one
planned for the Meeting called to
resolve on the appointment of the
administrative body and be made
available to the public at the
registered office, the market
management company, the

Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting in the first call. The lists indicate which directors are in possession of the requirements of independence stipulated by law and these By-laws. Each list must contain at least three candidates, of which at least two are in possession of the requirements of independence established by Law and the By-laws. Moreover, each list must include candidates of different genders, including for individual independent candidates, according to what is stated in the Meeting call notice, so as to enable the Board of Directors to be comprised pursuant to current regulations regarding gender equality.

authorised intermediary proving ownership of the number of shares required for the submission of the list at least twenty-one days before the Meeting called to approve the appointment of the members of the Board of Directors. Each list submitted must include: a) information regarding the shareholders who have presented the list and the percentage of shares held; b) the declarations in which each candidate accepts the nomination (in the case of candidates positioned at sequential number "1" on each list, they also accept applicants for Chair of the Board) and declare, under their own responsibility that there are no causes of ineligibility or incompatibility, and that the requirements of professionalism and integrity and any other requirement stipulated under current laws and these By-laws for undertaking the position are met; c) declarations of independence issued pursuant to the applicable legislative, regulatory and statutory provisions; as well as d) the CV of each candidate, containing extensive information of the individual's personal and professional characteristics, indicating for which theoretical profile he/she is suitable and the

positions of administration and
control covered.
The lists submitted which do not
satisfy the provisions stated above
shall be void.
Each shareholder has the right to
vote for one list. Where a vote is
made for several lists, the vote shall
be deemed as not having been cast
for any of them.
The election of the Board of Directors
shall be made as follows:
a) from the list that obtains the
majority of votes (majority list) a
number of directors equal to six are
elected, of which at least one is in
possession of the independence
requirements pursuant to art. 10.3;
candidates are elected on the basis of
the progressive order shown by the
list; the candidate positioned at
sequential number "1" is appointed
Chair of the Company's Board of
Directors;
b) two directors, of which at
least one in possession of the
independence requirements
pursuant to art. 10.3 will be taken
from the list, if any, that gets the
most votes after the list referred to in
subparagraph a), which is not
connected in any way, even
indirectly, to that list and / or with the
shareholders who submitted or
voted for the majority list; are elected

in those limits candidates in a progressive order in the list; c) a director in possession of the independence requirements pursuant to art. 10.3 will be taken from the list, if any, which receives the highest number of votes after the list in b), which is not connected in any way, even indirectly, with previous lists and / or the shareholders who presented or voted on the previous lists; is the first candidate in the sequential order of the list in the possession of the independence requirements pursuant to art. 10.3. In the event that only two lists have been submitted and allowed, the remaining independent director will be chosen from the list referred to in point b). To this end, however, lists that do not obtain a percentage of votes equal to half of that required for the submission of lists, referred to in paragraph six of this subsection shall not be taken into account. 10.3 The Directors must meet the requirements of professionalism and integrity and any other requirement under the regulations in force and in these By-laws. In addition, at least three directors, and in any event a number of directors not less than that required by the regulations in force, must meet the independence

requirements of art. 148, paragraph three, of Legislative Decree no 58 dated 24 February 1998, as well as the Code of Corporate Governance to which the Company adheres. The loss of the requirements for the position will entail revocation, with it being specified that the loss of the independence requirements mentioned above in relation to a director, notwithstanding the obligation to immediately notify the Board of Directors, shall not lead to revocation if the requirements are met by the remaining minimum number of directors pursuant to these By-laws. If the candidates elected in the manner described above do not ensure the appointment of a number of directors who meet the independence requirements provided for above equal to the minimum number established by law and these By-laws in relation to the total number of directors, the nonindependent candidate elected last in sequential order in the list that received the highest number of votes referred to in subparagraph a) of paragraph 10.2, paragraph eleven paragraph, will be replaced by the first independent candidate in sequential order not elected from the same list, or, failing that, by the first independent candidate in sequential

order not elected from other lists, according to the number of votes obtained by each. This substitution procedure will be followed until the number of independent directors to be appointed is met. Without prejudice to compliance with the minimum number of directors in possession of the independent requirements as stipulated above, where the candidates elected in the manner indicated above in the composition of the Board of Directors do not ensure compliance with the regulations in force in relation to gender equality, the candidate of the gender most elected as last in sequential order in the least who has secured the highest number of votes pursuant to letter a) of subsection 10.2, paragraph eleven, shall be replaced by the first candidate of the gender least represented based on the nonelected sequential order of the same list, or, failing this, by the first candidate of the gender least represented on the basis of the nonelected sequential order of the other lists, according to the number of votes obtained by each. This replacement procedure will be carried out unless the Board of Directors is compliant with the current regulations in respect of gender equality.

In the event of there being only one list that is presented and allowed, all the candidates on this list shall be elected, but ensuring the nomination of directors in possession of the independence requirements at least in the overall number required under current laws and these By-laws, and also in compliance with current laws on gender equality. Where no list is submitted or allowed, the Meeting shall resolve according to the legal majority without observing the procedure referred to above. This is notwithstanding, however, different and other provisions provided under mandatory and statutory laws. In any event, there shall be compliance with the minimum number of independent directors and the current laws on gender equality. For the appointment of Directors who for whatever reason are not nominated pursuant to the procedures given above, the Meeting shall resolve by legal majority voting so as to ensure that the composition of the Board of Directors is compliant to the law and to these By-laws, and also complies with current laws in respect of gender equality.

10.4 The members of the Administrative Body shall remain in post for three years (expiring at the same time as the Meeting convened to approve the accounts relating to

the last year of their post) or for a lesser period which may be fixed by the Meeting and the time of appointment. Directors may be reelected.

a) the Board of Directors shall arrange substitution using the persons belonging to the same list as the one to which the outgoing director belonged and the Meeting, pursuant to the first subsection of article 2386 of the Civil Code, resolves by legal majority voting in compliance with the same criterion; b) where the list does not contain previously non-elected candidates or candidates with the necessary requirements, or else when for any reason it is not possible to comply with what is stipulated above under, the Board of Directors proceeds with substitution as subsequently approved by the Meeting, pursuant to the first subsection of article 2386 of the Italian Civil Code, with legal majority voting with the list vote.

10.5 If the majority of the members of the administrative body appointed by Meeting resolution ceases to hold office, the entire administrative body shall lapse from the time when the new body is appointed and the directors remaining in post shall urgently convene the Meeting for it to be fully re-appointed and they may in the meantime perform acts of ordinary administration.

10.6 The Chair of the Board of Directors is appointed by the Meeting in the manner pursuant to article 10.2 paragraph 11, letter a) of the Bylaws. Where no lists are presented

and allowed, the Chair of the Board of Directors is appointed by the Meeting pursuant to the legal majority and manner.

10.8 The Board of Directors may also delegate its own powers to an Executive Committee.

organisation of the company, internal audit and other control functions. The non-executive members must in any case be actively involved in the tasks entrusted to them, also as far as time availability is concerned and take part in the processes of appointing and dismissing internal audit and risk management managers. They diligently perform any other activity incumbent upon them pursuant to legal and regulatory provisions that may be in force. 10.10 The Board of Directors also appoints a Secretary in the person of a director of senior manager or executive of the company or a substitute, or an external consultant. 10.11 The Board of Directors is subject to a process of selfassessment, according to the means and criteria stipulated under the regulations in force at the time.

* * *

Dear Shareholders,

In light of the foregoing, we invite you to approve the following resolutions:

"The Shareholders' Meeting of Banca Sistema S.p.A.,

resolves:

• to approve the amendments to articles 8, 9, 10, 11, 12, 14 (13 with new numbering), 18 (17 with new numbering), and 20 (19 with new numbering) of the By-laws, in the following new versions:

Article 8: Shareholders' Meeting

8.1 The Meeting, duly constituted, represents all shareholders and its resolutions passed in compliance with the law and these By-laws are binding upon all shareholders, even if they are absent, abstaining or dissenting. The Meeting convenes in ordinary and extraordinary session in accordance with the law and these By-laws.

The manner in which the Meeting operates is laid down by appropriate regulations approved by resolution of the ordinary Meeting.

8.2 The ordinary Meeting is called at least once every 120 (one hundred and twenty) days from the closure of the business year

Finally, the Meeting is convened in other cases provided by law and these By-laws.

8.4 The Meeting is convened according to the terms and conditions fixed by law and by the statutory regulations applicable at the time.

The notice of call must indicate the date, time, place of the meeting and the list of matters to be discussed and other information and particulars as may be required by applicable law and regulations currently in force.

The Meeting is carried out in a single sitting, pursuant to the meeting and decision quorum established by law and these By-laws under these circumstances, unless the meeting notice does not foresee dates for any subsequent meetings, including a third call.

Pursuant to the provisions of article 126-bis of Legislative Decree no. 58 dated 24 February 1998, shareholders who, including jointly, represent at least one fortieth of the share capital, of a different smaller percentage of the share capital provided by regulations in force at the time, may, within a period of 10 (ten) days from the publication of the notice of call by the Meeting, unless a different period is provided under law, request the completion of the list of agenda items to be covered, and themselves indicate further items, or present proposals for deliberation on items already on the agenda, within the manner and means provided under legal and applicable laws and regulations. Whoever holds voting rights can individually submit proposals to be debated at the Meeting.

8.5 Where the formalities set out under the previous paragraphs or of any other formality required by law is not followed, the Meeting shall be deemed to be properly convened and may validly resolve on any issue, unless this is opposed by a shareholder who is not sufficiently informed, when the entire share capital is represented and the majority of members of the Board of Directors and Board of Auditors in represented. Under these circumstances, timely notice should be given of the resolutions made to members of the Board of Directors and Board of Auditors who are not in attendance.

8.6 The right to attend the meeting and exercise voting rights is certified by a notice to the company, sent by the intermediary authorised under the provisions of law and regulations, in accordance with its accounting records, in favour of the party who has the right to vote. This notice is made on the basis of evidence from the accounts specified in article 83-quater, paragraph 3 of Legislative Decree no. 58 dated 24 February 1998, relating to the end of the accounting day of the seventh trading day prior to the date set for the meeting. To this end, reference is made to the date of the single or of the first call of the Meeting, provided that the dates of the subsequent calls are included in the only notice of the meeting; otherwise reference is made to the date of each call.

8.7 The persons entitled to attend and vote at the Meeting may be represented by another person or entity, including a non-shareholder, by means of a written proxy in the manner and means stipulated by

the law and applicable regulations. The proxy will be notified electronically via certified mail or using the special section of the company website and with other methods of notification as may be provided for in the notice of call, in accordance with the law and regulations.

8.8 Postal voting can also take place.

Postal voting is exercised in the manner specified in the notice of call, in accordance with the applicable statutory provisions, using any means of communication (including fax and e-mail) which is appropriate to provide proof of receipt.

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, conduct the meeting and note and declare the results of the voting procedure.

b) at the place where the video/audio conference is held, an attendance sheet should be kept giving the names of those attending the meeting at this place; this attendance sheet shall be attached to the minutes of the meeting;

c) the person taking the minutes is able to adequately follow the events of the Meeting;

d) the participants are able to take simultaneously part in the discussions and vote on the items on the agenda in real time;

e) where the Meeting is not held in plenary session, the notice of call indicates the audio/video locations at which the participants can attend and the meeting shall be deemed to have been held at the location where the Chair and minute-taker are in attendance.

The means of telecommunications shall be recorded in the minutes.

The Chair of the Meeting is assisted by a secretary designated by the Meeting, by simple majority of the capital represented and possibly by one or more scrutineers, including non-shareholders; where prescribed by law or where deemed appropriate by the administrative body, the functions of secretary are attributed to a notary designated by the same administrative body.

The Meeting sessions are run and governed by law, these By-laws and by the Meeting regulations.

Article 9: constitution, powers and resolutions of the Meeting

9.1 The ordinary and extraordinary Meeting is validly convened in a single call, unless the notice of call states, apart from the initial one, the date of other subsequent calls, including a possible third call pursuant to the provisions of the previous paragraph 8.4, third paragraph, of these By-laws, with the quorum required for the meeting and resolutions stipulated by law and these By-laws. The provisions of articles 10 and 17 of these By-laws shall apply with regard to the appointment of the Board of Directors and Board of Auditors.

9.2 The ordinary and extraordinary Meeting shall resolve on the issues attributed to it by law and these By-laws.

The Ordinary General Meeting, at the time of approving remuneration and incentive policies, also resolves on any proposal to set a limit on the ratio between the variable and fixed remuneration of individual staff at more than 100% (ratio of 1 : 1), but not exceeding the maximum limit of 200% (ratio of 2: 1). In this case, the shareholders' resolution is based on a proposal of the Board of Directors, indicating at least: (i) the functions to which those persons affected by the decision belong, for each function, their number and those who are identified as "key personnel"; (ii) the reasons underlying the proposed increase; (iii) the implications, even in a forward-looking perspective, on the company's ability to continue to comply with all applicable prudential rules. The proposal of the Board of Directors is approved by the Ordinary Meeting when: (i) the Meeting is constituted with at least half of the share capital and the decision is taken by the favourable vote of at least 2/3 of the share capital represented at the meeting; or (ii) the decision is taken by the favourable vote of at least 3/4 of the share capital represented at the meeting, regardless of the share capital with which the Meeting is constituted.

9.3 The Meeting shall be provided with adequate information on remuneration and incentive policies adopted by the company, and its implementation, as required by the laws and regulations from time to time applicable.

9.4 The Directors may not vote in the resolutions regarding their responsibilities.

9.5 The resolutions of the Meeting are minuted and signed by the chair, secretary or notary.

Article 10: Board of Directors

10.1 The company is managed by a Board of Directors appointed by the Meeting and comprised of a minimum of 7 and a maximum of 11 9members who:

a) bring to the company the specific skills they possess;

b) know the tasks and responsibilities of the role and are in possession of the requirements requested by law and regulations in force at the time;

c) act and resolve with full knowledge of the facts and autonomously in pursuit of the aim to create value for shareholders;

d) only accept the position when they believe they are able to dedicate the time needed to diligently carry out their tasks, also being mindful of the number of positions of director of auditor they have in other companies or bodies;

e) keep the information acquired as a result of the office held as confidential.

10.1-bis In accordance with the need to ensure an adequate degree of diversification in the composition of the Board, in terms of skills, experience, age, international profile and gender, at least one third at least two fifths of the members of the Board of Directors must be of the least represented gender, with rounding up to the nearest whole number in the case of a fractional number

10.2 The current laws and provisions of these By-laws apply to the appointment, dismissal and replacement of members of the Board of Directors

The Members of the Board of Directors are elected using the list system in which a minimum of three and maximum of eleven nine candidates must be listed in sequential order. The candidate at sequential number "1" of each list shall also be the candidate appointed as chair of the Board of Directors.

Any shareholder, as well as shareholders belonging to the same group, members of a shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February, the entity controlling it, the entity by which it is controlled and the entity subject to joint control pursuant to article 93 of legislative decree no 58 dated 24 February 1998, may not be present or be involved in the presentation, either by proxy of trust company, in more than one list and may not vote on lists other than the one presented. Where the competition, either directly or indirectly, indicates applicants present in more than one list, these lists shall be deemed to have not been submitted.

For the purposes of the preceding subsection paragraph, entities, even those with a corporate status, which exercise direct or indirect control pursuant to Article 93 of Legislative Decree 24 February 1998 n. 58 over the shareholder in question and all the companies controlled directly or indirectly by this entity are deemed to belong to the same group.

Each candidate may appear in one list, under pain of ineligibility.

Only those shareholders with voting rights who, separately or together with other shareholders, are holders of shares representing at least the percentage of share capital established by the applicable legislation in force at the time, are entitled to submit lists. The percentage shareholding required to submit lists of candidates for the appointment of the Board of Directors is specified in the notice of call of the Shareholders' Meeting called to resolve on the appointment of the said body.

The lists must be sent to the company's head office and to the management company at least 25 (twentyfive) days prior to the one planned for the Meeting called to resolve on the appointment of the administrative body and be made available to the public at the registered office, the market management company, the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting on single or first call. The lists indicate which directors are in possession of the requirements of independence stipulated by law and these By-laws. Each list must contain at least three candidates, of which at least two are in possession of the requirements of independence established by Law and the By-laws. Moreover, each list must include candidates of different genders, including for individual independent candidates, according to what is stated in the Meeting call notice, so as to enable the Board of Directors to be comprised pursuant to the provisions of the By-laws regarding gender equality.

The ownership of the minimum share required to submit the lists referred to in this paragraph shall be determined with regard to the shares registered to the shareholder on the day when these lists are deposited at the company's headquarters. In order to prove ownership of the number of shares required to submit lists, members putting forward lists have to submit or send to the registered office a copy of the appropriate certificate issued by an authorised intermediary proving ownership of the number of shares required for the submission of the list at least twenty-one days before the Meeting called to approve the appointment of the members of the Board of Directors. Each list submitted must include: a) information regarding the shareholders who have presented the list and the percentage of shares held; b) the declarations in which each candidate accepts the nomination (in the case of candidates positioned at sequential number "1" on each list, they also accept applicants for Chair of the Board) and declare, under their own responsibility that there are no causes of ineligibility or incompatibility, and that the requirements of professionalism and integrity and any other requirement stipulated under current laws and these By-laws for undertaking the position are met; c) declarations of independence issued pursuant to the applicable legislative, regulatory and statutory provisions; as well as d) the CV of each candidate, containing extensive information of the individual's personal and professional characteristics, indicating the positions of administration and control covered.

The lists submitted which do not satisfy the provisions stated above shall be void.

Each shareholder has the right to vote for one list. Where a vote is made for several lists, the vote shall be deemed as not having been cast for any of them.

The election of the Board of Directors shall be made as follows:

a) all directors to be appointed, less one, are drawn from the list that obtains the majority of votes (majority list), in the progressive order in which they are listed on that same list, and in compliance with the minimum number of directors pursuant to art. 10.3 in possession of the independence requirements pursuant to art. 10.3 below; the candidate positioned at sequential number "1" is appointed Chair of the company's Board of Directors;

10.3 The Directors must meet the requirements of professionalism and integrity and any other requirement under the regulations in force and in these By-laws. In addition, a number of directors not less than that required by the regulations in force, with rounding up to the nearest whole in the case of a fractional number, must meet the independence requirements established in regulations in force from time to time, as well as the Code of Corporate Governance to which the Company adheres.

candidate in sequential order not elected from the minority list. This substitution procedure will be followed until the number of independent directors to be appointed is met.

In the event of there being only one list that is presented and allowed, all the candidates on this list shall be elected, but ensuring the nomination of directors in possession of the independence requirements at least in the overall number required under current laws and these By-laws, and also in compliance with the provisions of the By-laws on gender equality. Where no list is submitted or allowed, the Meeting shall resolve according to the legal majority without observing the procedure referred to above. This is notwithstanding, however, different and other provisions provided under mandatory and statutory laws. In any event, there shall be compliance with the minimum number of independent directors and with the provisions of the By-laws on gender equality. For the appointment of Directors who for whatever reason are not nominated pursuant to the procedures given above, the Meeting shall resolve by legal majority voting so as to ensure that the composition of the Board of Directors is compliant to the law and to these By-laws, and also complies with the provisions of the By-laws in respect of gender equality.

In any case, the Board of Directors and the Meeting pursuant to the first subsection of article 2386 of the Civil Code shall appoint so as to ensure the presence of directors in possession of the requirements of independence stipulated in the previous subsection 10.3 at least in the overall minimum number required by current laws and these Articles and also in compliance with the provisions of the By-laws in respect of gender equality.

10.6 The Chair of the Board of Directors is appointed by the Meeting in the manner pursuant to article 10.2 paragraph 11, letter a) of the By-laws. Where no lists are presented and allowed, the Chair of the Board of Directors is appointed by the Meeting pursuant to the legal majority and manner.

10.8 The Board of Directors may also delegate its own powers to an Executive Committee.

10.9 The Board of Directors also appoints a Secretary in the person of a director of senior manager or executive of the company or a substitute, or an external consultant.

10.10 The Board of Directors is subject to a process of self-assessment, according to the means and criteria stipulated under the regulations in force at the time.

Article 11: Board of Directors' meetings

11.1 The Board of Directors meets, either at the company's registered office, provided this is in Italy, a member State of the European Union or in Switzerland, whenever the Chair deems it necessary or when a request to do so is made by at least a third of its members or by the Board of Auditors or else individually by an Auditor.

11.2 The Board of Directors is convened by the Chair by means of a notice to be sent at least five days before the meeting to each of its members and to the statutory auditors, except in urgent cases. The notice may be drafted on any medium (hard or soft) and may be sent using any means of communication (including fax and e-mail) appropriate to guarantee proof of receipt thereof.

11.3 The Board of Directors is validly constituted and able to resolve where, in the absence of these formalities having been carried out (notwithstanding the right of each of the participants to object to the discussion of the issues about which they do not feel sufficiently informed), all the members of the Board itself and all the members of the Board of Auditors are in attendance.

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and declare the results of the voting procedure;

b) the person taking the minutes is able to adequately follow the events of the Meeting;

c) the participants are able to simultaneously take part in the discussions and vote on the items on the agenda in real time;

d) where the Meeting is not in plenary session, the notice of call stipulates the audio-video conferencing procedures. In any event, at the discretion of the Chair, the notice of call may stipulate the audio/video location at which the participants must attend the meeting.

11.6 The Board of Directors meeting shall be deemed to be held in the place in which the Chair and the Secretary or the minute-taker are in attendance.

The meetings of the Board of Directors are presided over by the Chair or, in the case of his absence or incapacity, by the Deputy Chair or, in the case of his absence or incapacity, by the director longest in post or else by age.

11.7 The resolutions of the Board of Directors are taken by absolute majority voting of those present, except for the resolutions indicated in the last paragraph of article 12.2 below.

Article 12: Board of Directors' powers

12.1 The administrative body performs all the operations necessary for the attainment of the corporate purpose and has full powers of company administration and the power to carry out all the actions deemed necessary or appropriate for attaining the company purposes and business management with the diligence required by the nature of the task.

12.2 In addition to those The resolutions listed below are reserved for the Board of Directors and cannot be delegated, within the exception of those, not included in this list, established by law and regulatory provisions which may be in force at the time, or by other statutory provisions are reserved for the Board of Directors and may not be delegated regarding:

a) the determination of the general guidelines relating to the company's development, the strategic operations, business and financial plans of the company, as well as the assessment of the general management performance;

b) the approval of the company structure and corporate governance, thereby guaranteeing a clear separation of tasks and functions as well as the prevention of conflicts of interest;

c) the approval of the accounting reporting systems;

d) the supervision of the public information and communication process;

e) the adoption of measures aimed at ensuring an efficient dialogue with the management function and with the managers of the main corporate functions, as well as gradual control of the choices and decisions these make;

f) the risk management policies, as well as, after the Board of Auditors has expressed its opinion, the assessment of the functionality, effectiveness, efficiency of the internal control system and adequacy of the organisational, administrative and accounting structure;

g) any appointment of Deputy Chair and its revocation, if appointed;

h) the appointment and dismissal of the CEO. Any appointment or dismissal, if appointed of the general director, which shall necessarily coincide with the CEO;

i) the assumption and transfer of strategic shareholdings;

j) the approval and modification of the main internal regulations;

k) the establishment, modification and removal of board committees;

l) the appointment, replacement and dismissal, after listening to the view of the Board of Auditors, of the managers of the internal review, risk management and compliance functions, of the manager tasked with drafting the accounting and corporate documents;

m) the determination of the criteria for the coordination and direction of the group's companies;

n) the sales and acquisition of treasury shares, in accordance with the resolution of authorisation by the Shareholders' Meeting and following authorisation from the Supervisory Authority;

o) the issue of convertible bonds for a maximum overall amount of 20,000,000 Euros within the maximum period permitted by law;

p) the establishment, closure and transfer of general offices or representative offices or subsidiaries;

q) the elaboration of the remuneration and incentives policies of the company and group, as well as the definition of the systems of remuneration and incentives for at least the following persons: (i) executive board members; (ii) general director where nominated; (iii) managers of the main lines of business, company functions or geographic areas; (iv) those who report directly to the bodies with corporate functions of strategic supervision, management and control;

r) the remuneration of the CEO (and of the general director, if nominated) and of any other director responsible for specific tasks, in compliance with the applicable regulations in terms of remuneration and the company's policies of remuneration and incentives;

s) the approval of the annual budget;

t) the attribution, modification and removal of the powers delegated to the Executive Committee and to the CEO;

u) the adoption of the company's development policies which are necessary in order to determine the long- term business plan and the budget for the period;

w) the resolutions of the items delegated to the Executive Committee and to the CEO beyond the limits laid down for them;

x) the delegation of the powers to other directors and power to modify, add and exclude these delegated powers;

y) the execution of instructions issued by the Bank of Italy.

12.3 The following powers are also allocated to the Board of directors:

a) merger pursuant to the cases provided under articles 2502 and 2505-bis of the Italian Civil Code and de- merger in the cases in which these rules apply;

b) the reduction of the capital in the event of the withdrawal of one or more shareholders;

c) the adjustments of the Articles to legal provisions;

12.4 For the performance of certain categories of acts or on individual business, the Board of Directors may confer a proxy on individual directors, determining the content, limits and possible means of exercising the proxy.

In any event, the appointment of the person delegated to vote for the company at the meetings of subsidiaries, such as the conferring of related instructions, must always be resolved by the Board of Directors.

Article 13: Executive Committee

13.1 The Board of Directors can appoint, from within its number, an Executive Committee and determine its duration, powers, attributions and means of functioning.

13.2 The Executive Committee is comprised of three board members. In any event, at least one third of the members of the Executive Committee must be of the least represented gender. The CEO is part of the Executive Committee. The Chair may not be a member of the Executive Committee, but can take part in its meetings but with any voting rights.

13.3 The Executive Committee shall remain in post for the period determined by the Board of Directors which determines its powers and attributions and may, fully or in part, dismiss the related members. The period in which the Executive Committee remains in service may not exceed that of the directors which comprise it.

13.4 The Executive Committee is chaired by the CEO; where he is absent or missing the related functions, including the power to propose the resolutions to be adopted, is incumbent upon the most senior members in terms of age.

13.5 At the invitation of the CEO, the meetings of the Executive Committee can be attended by managers of the company, or any other person that the Executive Committee wishes to invite to support its work on specific issues.

13.6 The role of the Secretary of the Executive Committee shall be fulfilled by the person nominated for this purpose at the suggestion of the person chairing the meeting.

13.7 The Executive Committee, which meets monthly, is convened by the CEO by means of a notice of call to be sent at least two days prior to the meeting to each member and to the statutory auditors. The notice may be drafted on any medium (hard or soft) and may be sent using any means of communication (including fax and e-mail) appropriate to guarantee proof of receipt thereof.

13.8 In order for the resolutions of the Executive Committee to be valid it is necessary that at least two directors vote in favour.

13.9 he resolutions made by the Executive Committee are minuted and signed by the Chair and Secretary of the meeting.

13.10 The meetings of the Executive Committee can be held using appropriate audio-visual conferencing systems, with the same rules and in the same way as stipulated for the meetings of the Board of Directors.

Article 17: Board of Auditors

17.1 The Meeting appoints three statutory auditors and two alternates who remain in post for three financial years, can be re-elected and whose function ceases on the date of the Meeting convened to approve the financial accounts for the third financial year of their office.

17.2 Board members must be in possession of the requirements of professionalism, integrity and independence prescribed under regulations in force at the time, including those indicated in the Decree of the Ministry of Justice no 162 dated 30 March 2000, as well as those envisaged by the Code of Conduct for Listed Companies to which the Company has adhered. Pursuant to the provisions of article 1, subsection 2, letter b) and c) of this Decree, issues inherent to the financial, credit and insurance sectors shall be considered to be strictly relating to the Company's scope of activities. Auditors can undertake tasks for members of bodies of administration and control in other companies within the constraints laid down by applicable provisions.

17.3 Other than those stipulated by law, it shall be deemed to be a cause of ineligibility or invalidity to be linked to the company through a full-time employment contract or by any other contract to supply goods and/or services, to be a member of administrative bodies of other banks or other companies performing activities in competition with those of the company, or to be linked to these by a full-time contract of employment.

17.4 Auditors may not assume tasks other than those of control at other companies belonging to the group or to the financial conglomerate, nor to companies in which the company, including indirectly, holds a strategic stake.

17.5 In order to ensure the election of a statutory and alternate auditor for minority shareholders, the appointment of the Board of Auditors comes about on the basis of lists presented by shareholders in which the candidates are listed in sequential order. The list is comprised of two sections: one for candidates for the position of statutory auditor, the other for candidates to the post of alternate auditor. Lists which have a number of candidates equal to or greater than three must also include candidates of a different gender, in accordance with what is stated in the Meeting call of notice, so as to allow the Meeting to be set up in accordance with the provisions of the By-laws regarding gender equality.

The holding of this minimum share necessary to submit lists is determined having regard to the shares which are registered to the shareholder on the day in which these lists are submitted to the company's head office. In order to prove the holding of the number of shares required to present lists, shareholders who present or are involved in submitting lists, must submit to deliver to the registered office a copy of the appropriate certificate issued by an authorised intermediary pursuant to law, issued within the period laid down for the publication of the lists. Each shareholder, including shareholders belonging to the same group, member of a shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February 1998, parent companies, subsidiaries and those subject to joint control pursuant to article 93 of legislative decree no 58 dated 24 February 1998, may not submit or be involved in the submission, either by proxy of trust company, in more than one list and may not vote on lists other than the one presented and any candidate can only appear in a single list under pain of being declared ineligible. For the purposes of the preceding paragraph, entities, even those with a corporate status, which exercise direct or indirect control pursuant to Article 93 of Legislative Decree 24 February 1998 n. 58 over the shareholder in question and all the companies controlled directly or indirectly by this entity are deemed to belong to the same group.

In the event of any breach of these provisions, regard shall not be had, pursuant to the application of what is set out in this article, of the position of the shareholder in question in relation of none of the lists. Notwithstanding the incompatibilities provided by law, candidates acting as auditors in another 5 (five) issuers or else in violation of the limits on the cumulation of positions possible set out under applicable legal or statutory provisions may not be included in the lists. Outgoing auditors may be re-elected. The lists must be sent to the company's head office at least 25 (twenty-five) days prior to the one planned for the Meeting called upon to resolve on the appointment of the control body and be made available to the public at the registered office, on the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting. This shall be mentioned in the notice of call. Where only one list has been submitted within this period of 25 (twenty-five) days, i.e. only lists have been presented by inter-related shareholders pursuant to current legislative and statutory provisions, lists may be submitted up to the third day subsequent to this date, unless a different period is stipulated under applicable legal and statutory provisions. In this case, shareholders who individually or jointly are owners of shares representing half of the capital threshold previously identified shall be entitled to submit lists.

Together with each list, within the periods indicated above, the following information must be submitted: i) the information relating to the shareholders who have submitted the list and the shareholding percentage held; ii) the declarations by which the individual candidates accept the application and solemnly swear that there are no grounds for ineligibility or incompatibility, also with reference to the limit of the cumulation of positions, or the requirements legally and statutorily prescribed for the respective tasks; iii) a declaration by the shareholders other than those holding, including jointly, a relative controlling or majority shareholder, attesting to the absence of ties with the latter stipulated under applicable laws, as well as (iv) the CV of each candidate, containing extensive information on the personal and professional characteristics of each candidate and indication any management and control tasks covered in other companies.

The lists submitted which do not satisfy the provisions stated above shall be void.

Auditors are elected as follows:

a) from the list of those obtaining the highest number of votes, based on the sequential order in which they are listed in the sections of the list, two statutory and one alternate auditors are selected;

b) the remaining member of the statutory auditor and the other alternate auditor are selected, based on the sequential order in which they are listed in the sections of the lists, from the second list obtaining the highest number of votes at the Meeting and which is not in any way corrected, not even indirectly, with the list mentioned under paragraph a) and/or with the shareholders who have submitted or voted the majority list;

c) where the votes between the lists are tied, the one presented by shareholders in possession of the higher share, or else the highest number of shareholders shall prevail;

d) where the Board of Auditors thus constituted does not ensure compliance with the provisions of the By-laws in respect of gender equality, the last candidate elected from the majority list shall be replaced by the first candidate not elected from the same list belonging to the least represented gender or, failing this, by the first candidate not elected from the successive lists. Where this is not possible, the statutory member of the least represented gender is appointed by the Meeting with legal majority voting, to replace the last candidate from the majority list;

e) where a single list or no list is presented, all the candidates for the positions indicated in the list or else those voted by the Meeting shall be elected the statutory and alternate auditors, provided that these achieve the majority of votes expressed at the Meeting. This is notwithstanding compliance with the provisions of the By-laws in respect of gender equality.

The chairmanship of the Board of Auditors is assumed by the first candidate on the second list who has obtained the most votes, if presented and allowed.

Where the legal and statutory requirements are not met, the auditor shall lose office.

Where an auditor is replaced, the alternate auditor belonging to the one outgoing shall take over. If the substitution does not allow compliance with the provisions of the By-laws on gender equality, the Meeting must be convened as soon as possible in order to ensure compliance with these provisions.

When the Meeting is to appoint statutory and/or alternate auditors needed to make up the Board of Auditors, it shall proceed as follows: when it is to replace the auditors elected in the majority list, the appointment comes about on the basis of majority voting without any constraints from lists; when, on the other hand, auditors elected from the minority list are to be replaced, the Meeting replaces them by majority voting, choosing from the candidates indicated in the list to which the auditor to be replaced belongs, or in the minority list which won the second highest number of votes. Where the application for these procedures does not, for any reason, allow the replacement of the auditors designated by the minority shareholders, the Meeting shall proceed on the basis of majority voting; however, in the ascertaining of the results of this latter vote, the votes from shareholders who, according to the communication given pursuant to current rules, hold, including indirectly or even jointly with other shareholders belonging to a relevant shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February 1998, the majority of votes to be exercised at the Meeting, as well as shareholders who control, are controlled or are subject to joint control, shall not be calculated. The new appointments will cease together with those in post. In any event, the obligation to comply with the provisions of the By-laws in terms of gender equality shall remain firm.

The ordinary Meeting sets the annual payment due to each auditor pursuant to the regulations currently in force. Auditors shall also be reimbursed, on a lump-sum basis for the expenses incurred in their work. 17.6 Auditors shall not be paid any fee based on the financial instruments and linked to the financial management results.

17.7 The Board of Auditors, in performing all the functions demanded of it in compliance with the related rules provided by law and regulations in force, monitors:

a) compliance with the laws, regulations and By-laws;

b) compliance with the principles of proper administration;

c) the suitability of the organisational, administrative and accounting structure adopted by the company and its concrete functioning;

d) the suitability and functionality of the internal auditing system with particular regard to risk management;

e) the other actions and facts specified by law and regulations;

The Board of Auditors checks and investigates causes and remedies for management irregularities, performance anomalies, gaps in the organisational and accounting structure, and places particular attention to compliance with the regulations concerning conflicts of interest.

17.8 The Board of Directors particularly ascertains that there is adequate coordination between all the functions and structures involved in the system of internal controls, including the audit company tasked with the legal auditing of the accounts, by promoting, where appropriate, adequate corrective measures. 17.9 Pursuant to what is stated under article 17.8 above: a) the managers of the internal audit, risk management and compliance departments sent their respective reports to the Board of Auditors. b) the Board of Auditors, and the auditing company constantly exchange data and relevant information in order to complete the related tasks.

17.10 The Board of Auditors periodically checks its own adequacy in terms of powers, functioning and composition, taking account of the size, complexity and activities carried out by the company.

17.11 Auditors can call upon, in carrying out the necessary checks and investigations, the structures and functions responsible for internet control, and also at any time carry out, including individually, inspections and audits.

17.12 The Board of Directors can ask the directors and all the internal control structures for news, including with reference to subsidiaries, on the performance of the business operations and on particular business. It may exchange information with the corresponding bodies of the subsidiaries in relation to the systems of administration and control and on the general progress of the business activity.

17.13 In order to correctly carry out its duties, and particularly the obligation to promptly report to the Bank of Italy any facts or acts it becomes aware of that constitute an irregularity or a breach of the provisions of law governing the banking business, and, more generally, where provided, to report to other Supervisory Authorities in relation to management irregularities or legal breaches, the Board of Auditors is vested with the broadest powers set down by legal and statutory provisions.

17.14 The Board of Auditors, which must meet at least every ninety days, is convened by the Chair of the Board of Auditors by means of a notice to be sent at least eight days before the meeting to each Auditor and, in the event of an emergency, at least three days in advance. The notice can be drafted on any medium (hard or soft copy) and may be sent using any means of communication (including fax and e-mail).

The Board of Auditors is also validly constituted and able to take decisions when, in the absence of the above formalities being carried out, all the members of the Board are in attendance.

17.15 The meetings of the Board of Auditors can also meet with participants located in different places, provided that the collegial method and principles of good faith and equal treatment between participants is respected. In this case, it is necessary that:

a) the Chair of the Meeting is able to unequivocally ascertain the identity and legitimacy of the participants, manage the meeting and note and declare the results of the voting procedure;

b) the minute-taker is able to adequately follow the events of the Meeting;

c) the participants are able to exchange documentation and also take part in the discussions and vote on on the agenda items in real time;

17.16 The Board of Auditors is subject to a periodic process of self-assessment, based on the criteria and means set out in the regulations that are applicable at the time.

Article 19: legal representation and company signature

19.1 The company is represented to third parties and in law and the company signature, with all related powers, are incumbent upon the Chair of the Board of Directors and on the CEO, within the limited of the powers delegated. These have the power to represent the company in legal proceedings and before any judicial or administrative authority, and also to confer powers of attorney, including in general.

19.2 Where the Chair of the Board and the CEO are absent or incapacitated, the company is represented by the most senior board member in terms of age.

19.3 The Board of Directors, the Executive Committee and the CEO may, within the limits to the delegated powers, for individual acts or categories or acts, delegate powers of representation, with the related power to sign on behalf of the company, to employees but also to external persons, normally jointly or, for those categories of operations thus determined, also individually.

• to approve the repeal of article 13 of the By-laws and consequent new numbering of articles 14 to 24 of the By-laws
• to approve the addition of art. 25 of the By-laws, in the version hereunder:

Article 25: transitional provisions with regard to the amendments approved by the extraordinary Shareholders' Meeting on [•]

25.1 The amendments to these By-laws, as approved by the extraordinary Shareholders' Meeting on [•], shall be effective as of the date of approval subsequent to the fulfilment of the authorisation and publication requirements established by law, save as provided by art. 25.2 below.

25.2 The amendments to art. 10 of these By-laws, as approved by the extraordinary Shareholders' Meeting on [•], shall be effective as of the date of publication of the notice of call to the Shareholders' Meeting called to resolve on the first renewal of the Board of Directors after the date of that resolution.

25.3 The version of art. 10-bis transcribed below shall apply on a transitional basis up to the date of entry into force of art. 25.2 above.

Article 10-bis: Board of Directors

10.1 The company is managed by a Board of Directors appointed by the Meeting and comprised of 9 members which:

***

a) bring to the company the specific skills they possess;

b) know the tasks and responsibilities of the role and are in possession of the requirements requested by law and regulations in force at the time;

c) act and resolve with full knowledge of the facts and autonomously in pursuit of the aim to create value for shareholders;

e) keep the information acquired as a result of the office held as confidential.

10.2 The current laws and provisions of these By-laws apply to the appointment, dismissal and replacement of members of the Board of Directors

In order to appoint or co-opt directors, the Board of Directors initially identifies the qualitative and quantitative composition deemed optimal in relation to the aims to be pursued, by identifying and justifying the theoretical profile of the candidates considered appropriate to these ends. The results of this analysis must be shown in the notice of call of the Meeting convened to appoint directors so that shareholders, in choosing candidates, can take into account the professional skills required. This is notwithstanding the possibility for shareholders to make their own assessments on the optimal composition of the Board of Directors and to bring forward candidates commensurate with these, explaining any differences with regard to the analysis carried out by the Board. Subsequently, the Board of Directors checks the compliance between the qualitative and quantitative composition deemed optimal and the one actually resulting from the appointments process.

Any shareholder, as well as shareholders belonging to the same group, members of a shareholders' agreement pursuant to article 122 of legislative decree no 58 dated 24 February, the entity controlling it, the entity by which it is controlled and the entity subject to joint control pursuant to article 93 of legislative decree no 58 dated 24 February 1998, may not be present or be involved in the presentation, either by proxy of trust company, in more than one list and may not vote on lists other than the one presented. Where the competition, either directly or indirectly, indicates applicants present in more than one list, these lists shall be deemed to have not been submitted.

For the purposes of the preceding paragraph, entities, even those with a corporate status, which exercise direct or indirect control pursuant to Article 93 of Legislative Decree 24 February 1998 n. 58 over the shareholder in question and all the companies controlled directly or indirectly by this entity are deemed to belong to the same group.

Each candidate may appear in one list, under pain of ineligibility.

Only those shareholders who, together or separately, are holders of shares representing at least 2.5% (two point five percent) - or any other lower percentage established by the legislation currently in force are entitled to submit lists - of the capital entitled to vote on Meeting resolutions that relate to the appointment of members of the Board.

The lists must be sent to the company's head office and to the management company at least 25 (twentyfive) days prior to the one planned for the Meeting called to resolve on the appointment of the

administrative body and be made available to the public at the registered office, the market management company, the Company's internet site and with the other means stipulated under applicable legal and regulatory provisions at least 21 (twenty-one) days prior to the one fixed for the Meeting in the first call. The lists indicate which directors are in possession of the requirements of independence stipulated by law and these By-laws. Each list must contain at least three candidates, of which at least two are in possession of the requirements of independence established by Law and the By-laws. Moreover, each list must include candidates of different genders, including for individual independent candidates, according to what is stated in the Meeting call notice, so as to enable the Board of Directors to be comprised pursuant to current regulations regarding gender equality.

The ownership of the minimum share required to submit the lists referred to in this paragraph shall be determined with regard to the shares registered to the shareholder on the day when these lists are deposited at the company's headquarters. In order to prove ownership of the number of shares required to submit lists, members putting forward lists have to submit or send to the registered office a copy of the appropriate certificate issued by an authorised intermediary proving ownership of the number of shares required for the submission of the list at least twenty-one days before the Meeting called to approve the appointment of the members of the Board of Directors. Each list submitted must include: a) information regarding the shareholders who have presented the list and the percentage of shares held; b) the declarations in which each candidate accepts the nomination (in the case of candidates positioned at sequential number "1" on each list, they also accept applicants for Chair of the Board) and declare, under their own responsibility that there are no causes of ineligibility or incompatibility, and that the requirements of professionalism and integrity and any other requirement stipulated under current laws and these By-laws for undertaking the position are met; c) declarations of independence issued pursuant to the applicable legislative, regulatory and statutory provisions; as well as d) the CV of each candidate, containing extensive information of the individual's personal and professional characteristics, indicating for which theoretical profile he/she is suitable and the positions of administration and control covered. The lists submitted which do not satisfy the provisions stated above shall be void.

Each shareholder has the right to vote for one list. Where a vote is made for several lists, the vote shall be deemed as not having been cast for any of them.

The election of the Board of Directors shall be made as follows:

a) from the list that obtains the majority of votes (majority list) a number of directors equal to six are elected, of which at least one is in possession of the independence requirements pursuant to art. 10.3; candidates are elected on the basis of the progressive order shown by the list; the candidate positioned at sequential number "1" is appointed Chair of the Company's Board of Directors;

If the candidates elected in the manner described above do not ensure the appointment of a number of directors who meet the independence requirements provided for above equal to the minimum number

established by law and these By-laws in relation to the total number of directors, the non-independent candidate elected last in sequential order in the list that received the highest number of votes referred to in subparagraph a) of paragraph 10.2, paragraph eleven paragraph, will be replaced by the first independent candidate in sequential order not elected from the same list, or, failing that, by the first independent candidate in sequential order not elected from other lists, according to the number of votes obtained by each. This substitution procedure will be followed until the number of independent directors to be appointed is met.

In the event of there being only one list that is presented and allowed, all the candidates on this list shall be elected, but ensuring the nomination of directors in possession of the independence requirements at least in the overall number required under current laws and these By-laws, and also in compliance with current laws on gender equality. Where no list is submitted or allowed, the Meeting shall resolve according to the legal majority without observing the procedure referred to above. This is notwithstanding, however, different and other provisions provided under mandatory and statutory laws. In any event, there shall be compliance with the minimum number of independent directors and the current laws on gender equality. For the appointment of Directors who for whatever reason are not nominated pursuant to the procedures given above, the Meeting shall resolve by legal majority voting so as to ensure that the composition of the Board of Directors is compliant to the law and to these Bylaws, and also complies with current laws in respect of gender equality.

10.8 The Board of Directors may also delegate its own powers to an Executive Committee.

10.10 The Board of Directors also appoints a Secretary in the person of a director of senior manager or executive of the company or a substitute, or an external consultant.

10.11 The Board of Directors is subject to a process of self-assessment, according to the means and criteria stipulated under the regulations in force at the time.

• to grant the Chair and the CEO, also separately, the powers necessary to: (i) accept or make any changes or additions (provided that such changes do not modify the essential substance of the resolutions) that may be required for the resolutions to be filed at the Companies' Register; (ii) file and register these, pursuant to laws in force, with explicit advance approval and ratification of the resolutions adopted and the text of the By-laws, as amended above.

Milan, 1 April 2020

On behalf of the Board of Directors Ms. Luitgard Spögler Chair of the Board of Directors

AI Terminal

Banca Sistema

4489_rns_2020-04-01_d581cf50-74e9-42f5-b136-7d9e6611053e.pdf

BANCA SISTEMA S.P.A.

EXTRAORDINARY MEETING

BOARD OF DIRECTORS' REPORT

(renumbered as 17.13), paragraph one; 18.15 (renumbered as 17.15), paragraph one, letter b); and 20.3 (renumbered as 19.3) of the By-laws; renumbering of articles 14 to 24).

(vi) Proposal to introduce transitional provisions to the By-laws by way of new art. 25.

Article 9: constitution, powers and resolutions of the Meeting

resolves:

Article 8: Shareholders' Meeting

Article 9: constitution, powers and resolutions of the Meeting

Article 10: Board of Directors

Article 11: Board of Directors' meetings

Article 12: Board of Directors' powers

Article 13: Executive Committee

Article 17: Board of Auditors

Article 19: legal representation and company signature

Article 25: transitional provisions with regard to the amendments approved by the extraordinary Shareholders' Meeting on [•]

Article 10-bis: Board of Directors

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CURRENT TEXT	AMENDED TEXT	NOTES
SECTION III	SECTION III
CORPORATE BODIES	CORPORATE BODIES
Article 8: Shareholders' Meeting	Article 8: Shareholders' Meeting
8.1 The Meeting, duly constituted,	8.1 The Meeting, duly constituted,
represents all shareholders and its	represents all shareholders and its
resolutions passed in compliance	resolutions passed in compliance
with the law and these By-laws are	with the law and these By-laws are
binding upon all shareholders, even if	binding upon all shareholders, even if
they are absent, abstaining or	they are absent, abstaining or
dissenting. The Meeting convenes in	dissenting. The Meeting convenes in
ordinary and extraordinary session in	ordinary and extraordinary session in
accordance with the law and these	accordance with the law and these
By-laws.	By-laws.
The manner in which the Meeting	The manner in which the Meeting
operates is laid down by appropriate	operates is laid down by appropriate
regulations approved by resolution of	regulations approved by resolution of
the ordinary Meeting.	the ordinary Meeting.
8.2 The ordinary Meeting is	8.2 The ordinary Meeting is
called at least once every 120 (one	called at least once every 120 (one
hundred and twenty) days from the	hundred and twenty) days from the
closure of the business year	closure of the business year

providing that the collegial method	providing that the collegial method
and principles of good faith and equal	and principles of good faith and equal
treatment of shareholders have been	treatment of shareholders have been
followed. In this case, it is required	followed. In this case, it is required
that:	that:
a) the Chair of the Meeting is able to	a) the Chair of the Meeting is able to
unequivocally ascertain the identity	unequivocally ascertain the identity
and legitimacy of the participants,	and legitimacy of the participants,
conduct the meeting and note and	conduct the meeting and note and
declare the results of the voting	declare the results of the voting
procedure.	procedure.
b) at the place where the video/audio	b) at the place where the video/audio
conference is held, an attendance	conference is held, an attendance
sheet should be kept giving the	sheet should be kept giving the
names of those attending the	names of those attending the
meeting at this place; this attendance	meeting at this place; this attendance
sheet shall be attached to the	sheet shall be attached to the
minutes of the meeting;	minutes of the meeting;
c) the person taking the minutes is	c) the person taking the minutes is
able to adequately follow the events	able to adequately follow the events
of the Meeting;	of the Meeting;
d) the participants are able to take	d) the participants are able to take
simultaneously part in the	simultaneously part in the
discussions and vote on the items on	discussions and vote on the items on
the agenda in real time;	the agenda in real time;
e) where the Meeting is not held in	e) where the Meeting is not held in
plenary session, the notice of call	plenary session, the notice of call
indicates the audio/video locations at	indicates the audio/video locations at
which the participants can attend and	which the participants can attend and
the meeting shall be deemed to have	the meeting shall be deemed to have
been held at the location where the	been held at the location where the
Chair and minute-taker are in	Chair and minute-taker are in
attendance.	attendance.
The means of telecommunications	The means of telecommunications
shall be recorded in the minutes.	shall be recorded in the minutes.

capital represented at the meeting,	capital represented at the meeting,
regardless of the share capital with	regardless of the share capital with
which the Meeting is constituted.	which the Meeting is constituted.
9.3 The Meeting shall be provided	9.3 The Meeting shall be provided
with adequate information on	with adequate information on
remuneration and incentive policies	remuneration and incentive policies
adopted by the company, and its	adopted by the company, and its
implementation, as required by the	implementation, as required by the
laws and regulations from time to	laws and regulations from time to
time applicable.	time applicable.
9.4 The Directors may not vote in the	9.4 The Directors may not vote in the
resolutions regarding their	resolutions regarding their
responsibilities.	responsibilities.
9.5 The resolutions of the Meeting	9.5 The resolutions of the Meeting
are minuted and signed by the chair,	are minuted and signed by the chair,
secretary or notary.	secretary or notary.
Article 10: Board of Directors	Article 10: Board of Directors
10.1 The company is managed by a	10.1 The company is managed by a
Board of Directors appointed by the	Board of Directors appointed by the
Meeting and comprised of 9	Meeting and comprised of a	The amendment aims to give
members which:	minimum of 7 and a maximum of 11	greater flexibility to the
	9members who:	Shareholders' Meeting in
a) bring to the company the specific	a) bring to the company the specific	deciding the corporate
skills they possess;	skills they possess;	governance structure.
b) know the tasks and responsibilities	b) know the tasks and responsibilities
of the role and are in possession of	of the role and are in possession of
the requirements requested by law	the requirements requested by law
and regulations in force at the time;	and regulations in force at the time;
c) act and resolve with full knowledge	c) act and resolve with full knowledge
of the facts and autonomously in	of the facts and autonomously in
pursuit of the aim to create value for	pursuit of the aim to create value for
shareholders;	shareholders;
d) only accept the position when they	d) only accept the position when they
believe they are able to dedicate the	believe they are able to dedicate the
time needed to diligently carry out	time needed to diligently carry out
their tasks, also being mindful of the	their tasks, also being mindful of the

positioned at sequential number "1"	positioned at sequential number "1"
on each list, they also accept	on each list, they also accept
applicants for Chair of the Board) and	applicants for Chair of the Board) and
declare, under their own	declare, under their own
responsibility that there are no	responsibility that there are no
causes of ineligibility or	causes of ineligibility or
incompatibility, and that the	incompatibility, and that the
requirements of professionalism and	requirements of professionalism and
integrity and any other requirement	integrity and any other requirement
stipulated under current laws and	stipulated under current laws and
these By-laws for undertaking the	these By-laws for undertaking the
position are met; c) declarations of	position are met; c) declarations of
independence issued pursuant to the	independence issued pursuant to the
applicable legislative, regulatory and	applicable legislative, regulatory and
statutory provisions; as well as d) the	statutory provisions; as well as d) the
CV of each candidate, containing	CV of each candidate, containing
extensive information of the	extensive information of the
individual's personal and	individual's personal and	This clause constitutes a
professional characteristics,	professional characteristics,	mere literal repetition of the
indicating for which theoretical	indicating for which theoretical	supervisory provisions for
profile he/she is suitable and the	profile he/she is suitable and the	banks, which apply without
positions of administration and	positions of administration and	the need to add any
control covered.	control covered.	reference in the By-laws
The lists submitted which do not	The lists submitted which do not
satisfy the provisions stated above	satisfy the provisions stated above
shall be void.	shall be void.
Each shareholder has the right to	Each shareholder has the right to
vote for one list. Where a vote is	vote for one list. Where a vote is
made for several lists, the vote shall	made for several lists, the vote shall
be deemed as not having been cast	be deemed as not having been cast
for any of them.	for any of them.
The election of the Board of Directors	The election of the Board of Directors
shall be made as follows:	shall be made as follows:
a) from the list that obtains the	a) all directors to be appointed, less	As highlighted in the
majority of votes (majority list) a	one, are drawn from the list that	Directors' Report, the
number of directors equal to six are	obtains the majority of votes	changes made to the

assessment, according to the means	assessment, according to the means
and criteria stipulated under the	and criteria stipulated under the
regulations in force at the time.	regulations in force at the time.
Article 11: Board of Directors'	Article 11: Board of Directors'
meetings	meetings
11.1 The Board of Directors meets,	11.1 The Board of Directors meets,
either at the company's registered	either at the company's registered
office, provided this is in Italy, a	office, provided this is in Italy, a
member State of the European Union	member State of the European Union
or in Switzerland, whenever the Chair	or in Switzerland, whenever the Chair
deems it necessary or when a request	deems it necessary or when a request
to do so is made by at least a third of	to do so is made by at least a third of
its members or by the Board of	its members or by the Board of
Auditors or else individually by an	Auditors or else individually by an
Auditor.	Auditor.
11.2 The Board of Directors is	11.2 The Board of Directors is
convened by the Chair by means of a	convened by the Chair by means of a
notice to be sent at least five days	notice to be sent at least five days
before the meeting to each of its	before the meeting to each of its
members and to the statutory	members and to the statutory	The purpose of the
auditors and, in urgent cases, at least	auditors, except in urgent cases. and,	amendment is to streamline
two days before. The notice may be	in urgent cases, at least two days	the operations of the Board,
drafted on any medium (hard or soft)	before. The notice may be drafted on	which, in some cases, may be
and may be sent using any means of	any medium (hard or soft) and may	called ad horas (without
communication (including fax and e	be sent using any means of	prejudice to the assessment
mail) appropriate to guarantee proof	communication (including fax and e	of the reasons of urgency by
of receipt thereof.	mail) appropriate to guarantee proof	the Chair of the Board)
	of receipt thereof.
11.3 The Board of Directors is validly	11.3 The Board of Directors is validly
constituted and able to resolve	constituted and able to resolve
where, in the absence of these	where, in the absence of these
formalities having been carried out	formalities having been carried out
(notwithstanding the right of each of	(notwithstanding the right of each of
the participants to object to the	the participants to object to the
discussion of the issues about which	discussion of the issues about which
they do not feel sufficiently	they do not feel sufficiently

11.7 The resolutions of the Board of	11.7 The resolutions of the Board
Directors are taken by absolute	of Directors are taken by absolute
majority voting of those present,	majority voting of those present,
except for the resolutions indicated	except for the resolutions indicated
in the last paragraph of article 12.2	in the last paragraph of article 12.2
below.	below.
Article 12: Board of Directors'	Article 12: Board of Directors'
powers	powers
12.1 The administrative body	12.1 The administrative body
performs all the operations	performs all the operations
necessary for the attainment of the	necessary for the attainment of the
corporate purpose and has full	corporate purpose and has full
powers of company administration	powers of company administration
and the power to carry out all the	and the power to carry out all the
actions deemed necessary or	actions deemed necessary or
appropriate for attaining the	appropriate for attaining the
company purposes and business	company purposes and business
management with the diligence	management with the diligence
required by the nature of the task.	required by the nature of the task.
12.2 In addition to those The	12.2 In addition to those The
resolutions listed below are reserved	resolutions listed below are reserved
for the Board of Directors and cannot	for the Board of Directors and cannot
be delegated, within the exception of	be delegated, within the exception of
those, not included in this list,	those, not included in this list,
established by law and regulatory	established by law and regulatory
provisions which may be in force at	provisions which may be in force at
the time, or by other statutory	the time, or by other statutory
provisions are reserved for the Board	provisions are reserved for the Board
of Directors and may not be	of Directors and may not be
delegated regarding:	delegated regarding:
a) the determination of the general	a) the determination of the general
guidelines relating to the company's	guidelines relating to the company's
development, the strategic	development, the strategic
operations, business and financial	operations, business and financial
plans of the company, as well as the	plans of the company, as well as the

assessment of the general	assessment of the general
management performance;	management performance;
b) the approval of the company	b) the approval of the company
structure and corporate governance,	structure and corporate governance,
thereby guaranteeing a clear	thereby guaranteeing a clear
separation of tasks and functions as	separation of tasks and functions as
well as the prevention of conflicts of	well as the prevention of conflicts of
interest;	interest;
c) the approval of the accounting	c) the approval of the accounting
reporting systems;	reporting systems;
d) the supervision of the public	d) the supervision of the public
information and communication	information and communication
process;	process;
e) the adoption of measures aimed at	e) the adoption of measures aimed at
ensuring an efficient dialogue with	ensuring an efficient dialogue with
the management function and with	the management function and with
the managers of the main corporate	the managers of the main corporate
functions, as well as gradual control	functions, as well as gradual control
of the choices and decisions these	of the choices and decisions these
make;	make;
f) the risk management policies, as	f) the risk management policies, as
well as, after the Board of Auditors	well as, after the Board of Auditors
has expressed its opinion, the	has expressed its opinion, the
assessment of the functionality,	assessment of the functionality,
effectiveness, efficiency of the	effectiveness, efficiency of the
internal control system and adequacy	internal control system and adequacy
of the organisational, administrative	of the organisational, administrative
and accounting structure;	and accounting structure;
g) any appointment of Deputy Chair	g) any appointment of Deputy Chair
and its revocation, if appointed;	and its revocation, if appointed;
h) the appointment and dismissal of	h) the appointment and dismissal of
the CEO. Any appointment or	the CEO. Any appointment or
dismissal, if appointed of the general	dismissal, if appointed of the general
director, which shall necessarily	director, which shall necessarily
coincide with the CEO;
	coincide with the CEO;

i) the assumption and transfer of	i) the assumption and transfer of
strategic shareholdings;	strategic shareholdings;
j) the approval and modification of	j) the approval and modification of
the main internal regulations;	the main internal regulations;
k) the establishment, modification	k) the establishment, modification	The reference to "board"
and removal of internal committees	and removal of board committees; of	committees clarifies the
for the company's bodies;	internal committees for the	scope of application of the
	company's bodies;	provision more clearly
l) the appointment, replacement and	l) the appointment, replacement and
dismissal, after listening to the view	dismissal, after listening to the view
of the Board of Auditors, of the	of the Board of Auditors, of the
managers of the internal review, risk	managers of the internal review, risk
management and compliance	management and compliance
functions, of the manager tasked	functions, of the manager tasked
with drafting the accounting and	with drafting the accounting and
corporate documents;	corporate documents;
m) the determination of the criteria	m) the determination of the criteria
for the coordination and direction of	for the coordination and direction of
the group's companies;	the group's companies;
n) the sales and acquisition of	n) the sales and acquisition of
treasury shares, in accordance with	treasury shares, in accordance with
the resolution of authorisation by the	the resolution of authorisation by the
Shareholders' Meeting and following	Shareholders' Meeting and following
authorisation from the Supervisory	authorisation from the Supervisory
Authority;	Authority;
o) the issue of convertible bonds for	o) the issue of convertible bonds for
a maximum overall amount of	a maximum overall amount of
20,000,000 Euros within the	20,000,000 Euros within the
maximum period permitted by law;	maximum period permitted by law;
p) the establishment, closure and	p) the establishment, closure and
transfer of general offices or	transfer of general offices or
representative offices or subsidiaries;	representative offices or subsidiaries;
q) the elaboration of the	q) the elaboration of the
remuneration and incentives policies	remuneration and incentives policies
of the company and group, as well as	of the company and group, as well as
the definition of the systems of	the definition of the systems of

remuneration and incentives for at	remuneration and incentives for at
least the following persons: (i)	least the following persons: (i)
executive board members; (ii)	executive board members; (ii)
general director where nominated;	general director where nominated;
(iii) managers of the main lines of	(iii) managers of the main lines of
business, company functions or	business, company functions or
geographic areas; (iv) those who	geographic areas; (iv) those who
report directly to the bodies with	report directly to the bodies with
corporate functions of strategic	corporate functions of strategic
supervision, management and	supervision, management and
control;	control;
r) the remuneration of the CEO (and	r) the remuneration of the CEO (and
of the general director, if nominated)	of the general director, if nominated)
and of any other director responsible	and of any other director responsible
for specific tasks, in compliance with	for specific tasks, in compliance with
the applicable regulations in terms of	the applicable regulations in terms of
remuneration and the company's	remuneration and the company's
policies of remuneration and	policies of remuneration and
incentives;	incentives;
s) the approval of the annual budget;	s) the approval of the annual budget;
t) the attribution, modification and	t) the attribution, modification and
removal of the powers delegated to	removal of the powers delegated to
the Executive Committee and to the	the Executive Committee and to the
CEO;	CEO;
u) the adoption of the company's	u) the adoption of the company's
development policies which are	development policies which are
necessary in order to determine the	necessary in order to determine the
long- term business plan and the	long- term business plan and the
budget for the period;	budget for the period;
w) the resolutions of the items	w) the resolutions of the items
delegated to the Executive	delegated to the Executive
Committee and to the CEO beyond	Committee and to the CEO beyond
the limits laid down for them;	the limits laid down for them;
x) the delegation of the powers to	x) the delegation of the powers to
other directors and power to modify,	other directors and power to modify,

add and exclude these delegated	add and exclude these delegated
powers;	powers;	The amendment aims to
	y) the execution of instructions	ensure better links with the
	issued by the Bank of Italy.	Supervisory Provisions (see
For the validity of the powers under	For the validity of the powers under	Title I, Chapter 2, Section IV
letters h), i), j), k), l), m), o), r), s), t),	letters h), i), j), k), l), m), o), r), s), t),	of Circular no. 285 of 17
u), w), and x) of this article 12.2, it is	u), w), and x) of this article 12.2, it is	December 2013, as amended
necessary to receive the favourable	necessary to receive the favourable	and supplemented)
vote of at least 7 members of which	vote of at least 7 members of which
at least five come from the majority	at least five come from the majority	As highlighted above, the
list, notwithstanding that this	list, notwithstanding that this	removal of the provisions
strengthened decision-making	strengthened decision-making	requiring larger decision
quorum does not apply in relation to	quorum does not apply in relation to	making quorums for
the sole decisions that will be	the sole decisions that will be	resolutions of the Board of
adopted by the company by virtue of	adopted by the company by virtue of	Directors on specific issues is
the regulatory rules on the basis of	the regulatory rules on the basis of	consequential to the
the request documented by the	the request documented by the	changed shareholder
supervisory authority.	supervisory authority.	structure of the Bank
12.3 The following powers are also	12.3 The following powers are also
allocated to the Board of directors:	allocated to the Board of directors:
a) merger pursuant to the cases	a) merger pursuant to the cases
provided under articles 2502 and	provided under articles 2502 and
2505-bis of the Italian Civil Code and	2505-bis of the Italian Civil Code and
de- merger in the cases in which	de- merger in the cases in which
these rules apply;	these rules apply;
b) the reduction of the capital in the	b) the reduction of the capital in the
event of the withdrawal of one or	event of the withdrawal of one or
more shareholders;	more shareholders;
c) the adjustments of the Articles to	c) the adjustments of the Articles to
legal provisions;	legal provisions;
Directors refer to the Board of	Directors refer to the Board of
Auditors in a timely manner and with	Auditors in a timely manner and with	The purpose of the
a frequency of at least quarterly at	a frequency of at least quarterly at	amendment is to eliminate a
the meeting of the Board of Auditors	the meeting of the Board of Auditors	formulation that is
of executive committee, if appointed,	of executive committee, if appointed,	redundant in respect of the
or also directly through a written	or also directly through a written

control function and internal	control function and internal
committees;	committees;
- Ensures that the process of self	- Ensures that the process of self
assessment is carried out effectively	assessment is carried out effectively
and that the company draws up and	and that the company draws up and
implements induction programmes	implements induction programmes
and training plans for the board	and training plans for the board
members and, where required,	members and, where required,
succession plans for the top	succession plans for the top
executive positions;	executive positions;
- Organises and coordinates the	- Organises and coordinates the
activities of the Board of Directors	activities of the Board of Directors
and ensures that priority is afforded	and ensures that priority is afforded
to issues of strategic importance,	to issues of strategic importance,
ensures that these are allowed as	ensures that these are allowed as
much time as is necessary, ensures	much time as is necessary, ensures
the effectiveness of the Board	the effectiveness of the Board
discussions and ensures that the	discussions and ensures that the
resolutions reached by the Board are	resolutions reached by the Board are
the result of a proper debate	the result of a proper debate
between executive and non	between executive and non
executive directors and the conscious	executive directors and the conscious
and reasoned contribution of all its	and reasoned contribution of all its
members;	members;
- Ensures that adequate advance	- Ensures that adequate advance
information is provided to all	information is provided to all
directors on the agenda of the Board	directors on the agenda of the Board
of Directors;	of Directors;
- Convenes meetings of the Board of	- Convenes meetings of the Board of
Directors and shall decide on its	Directors and shall decide on its
agenda, taking into account any	agenda, taking into account any
instances or issues listed by	instances or issues listed by
shareholders, directors or	shareholders, directors or
committees and verifies the validity	committees and verifies the validity
of its constitution and ascertains the	of its constitution and ascertains the

identity and legitimacy of those	identity and legitimacy of those
present and the voting results;	present and the voting results;
- Supervises implementation of the	- Supervises implementation of the
resolutions of the governing bodies	resolutions of the governing bodies
and on the general performance of	and on the general performance of
the company;	the company;
- May participate, without a vote, in	- May participate, without a vote, in
meetings of the Executive	meetings of the Executive
Committee;	Committee;
- Diligently and promptly encourages	- Diligently and promptly encourages
any other activity whose power he /	any other activity whose power he /
she is awarded under the provisions	she is awarded under the provisions
of law or regulations in force.	of law or regulations in force.
17.2 The delegated bodies, such as	1617.2 The delegated bodies, such as
the CEO and / or the Executive	the CEO and / or the Executive
Committee, refer, at least quarterly,	Committee, refer, at least quarterly,
to the Board of Directors and Board	to the Board of Directors and Board
of Auditors on the general operating	of Auditors on the general operating
performance and its outlook, as well	performance and its outlook, as well
as on the most important economic	as on the most important economic
and financial transactions made by	and financial transactions made by
the company and its subsidiaries; in	the company and its subsidiaries; in
particular, they report on	particular, they report on
transactions in which they have an	transactions in which they have an
interest, either directly or on behalf	interest, either directly or on behalf
of third parties.	of third parties.
The Board of Directors also has the	The Board of Directors also has the
power itself to control and advocate	power itself to control and advocate
the operations included in the	the operations included in the
delegation, as well as the power to	delegation, as well as the power to
revoke proxies, notwithstanding that	revoke proxies, notwithstanding that
these bodies are nevertheless	these bodies are nevertheless
required to report to the Board of	required to report to the Board of
Directors and Board of Auditors on at	Directors and Board of Auditors on at
least a quarterly basis.	least a quarterly basis.

corporate accounting documents is	corporate accounting documents is
stipulated by the Board of Directors.	stipulated by the Board of Directors.
The Board of Directors may always,	The Board of Directors may always,
after receiving the mandatory but not	after receiving the mandatory but not
binding opinion of the Board of	binding opinion of the Board of
Auditors, and with the ordinary	Auditors, and with the ordinary
majority provided in these Articles,	majority provided in these Articles,
revoke the tasks of manager	revoke the tasks of manager
entrusted to draft the corporate	entrusted to draft the corporate
accounting documents while at the	accounting documents while at the
same time giving a new conferral of	same time giving a new conferral of
the same task.	the same task.
Article 24: Operations with related	Article 2324: Operations with
parties	related parties
24.1 The Company's compliance	2324.1 The Company's compliance
bodies approve the operations with	bodies approve the operations with
related parties in accordance with	related parties in accordance with
current legal and statutory	current legal and statutory
provisions, and also with its own	provisions, and also with its own
statutory provisions and procedures	statutory provisions and procedures
adopted in this regard.	adopted in this regard.
24.2 The internal procedures	2324.2 The internal procedures
adopted by the company in relation	adopted by the company in relation
to related-party transactions might	to related-party transactions might
stipulate that the Board of Directors	stipulate that the Board of Directors
approve the operations of greatest	approve the operations of greatest
relevance, notwithstanding the	relevance, notwithstanding the
contrary advice from the	contrary advice from the
independent directors, provided that	independent directors, provided that
the completing of these operations is	the completing of these operations is
authorised pursuant to art. 2364,	authorised pursuant to art. 2364,
subsection 1, number 5 of the Italian	subsection 1, number 5 of the Italian
Civil Code, by the Meeting.	Civil Code, by the Meeting.
Where the previous paragraph or a	Where the previous paragraph or a
draft resolution to be put to the	draft resolution to be put to the
Meeting in relation to a significant	Meeting in relation to a significant