Signed electronically by BIAGIO CALIENDO C: IT O: NOTARIAL DISTRICT OF FORLI': 80005580404

	Biagio Caliendo
Register no. 6907 File no. 4776	Notary

DEED OF MERGER BY ABSORPTION
REPUBLIC OF ITALY
On this eighteenth day of September in the year two thousand and twenty
three.
18th September 2023
At the registered office of "AEFFE S.P.A.", via delle Querce 51, San Giovanni in
Marignano.
Before me, BIAGIO CALIENDO, Notary in Rimini, registered with the Combined
Notarial Districts of Forlì and Rimini,
THERE APPEARS:
- MASSIMO FERRETTI, born in Cattolica on 6th April 1956, in his capacity for the	Registered with the Rimini Tax Office
purposes of this deed as:
* chairman of the board of directors and legal representative of "AEFFE	on 19th September 2023
S.P.A.", an Italian company with liability limited by shares, formed and listed in
Italy, with registered office at via delle Querce 51, San Giovanni in Marignano,	no. 9087/ 1T
and authorized share capital of Euro 31,070,626.00 (thirty-onemillion,
seventythousand, sixhundredandtwenty-six/00), of which subscribed and
paid-in Euro 26,840,626.00 (twenty-sixmillion, eighthundredandforty thousand,
sixhundredandtwenty-six/00), represented by 107,362,504 (onehundredand	Filed with the
sevenmillion, threehundredandsixty-twothousand, fivehundredandfour)
shares with a nominal value of Euro 0.25 (zero point two five) each, tax code,	Romagna - Forlì-Cesena and Rimini
VAT number and Romagna - Forlì-Cesena and Rimini Chamber of Commerce
Companies Register no. 01928480407, Business Register (R.E.A.) no. RN-227228,	Companies Register
domiciled for the purposes of his position at the registered office, hereinafter
also referred to for brevity as the "Absorbing Company", authorized to	ref. no. 68365/2023
execute this deed pursuant to the powers recognized to him by law, by the
current articles of association and by the resolution adopted at the	on 25th September 2023
shareholders' meeting held on 8th June 2023, as minuted on that date by me,	registered on 28th
Notary, register no. 6745, folder no. 4656, registered in Rimini on 12th June	September 2023
2023, at no. 5785/1T, resolution filed with the Romagna - Forlì-Cesena and
Rimini Chamber of Commerce Companies Register on 13th June 2023, ref. no.
43107/2023 and recorded on 15th June 2023;
* as chairman of the board of directors and legal representative of
"MOSCHINO S.P.A.", a company formed in Italy with liability limited by shares	Filed with the
held by one member, with registered office at via delle Querce 51, San	Romagna -
Giovanni in Marignano, and share capital of Euro 66,817,108.00 (sixty-sixmillion	Forlì-Cesena and Rimini
eighthundredandseventeenthousand onehundredandeight/00),
represented by 66,817,108 (sixty-sixmillion eighthundredandseventeen	Companies Register
thousand onehundredandeight) shares with a nominal value of Euro 1.00
(one/00) each, tax code, VAT number and Romagna - Forlì-Cesena and	ref. no. 68370/2023
Rimini Chamber of Commerce Companies Register no. 02705970404, Business
Register (R.E.A.) no. RN-277674, subject to management and coordination by	on 25th September 2023
"AEFFE S.P.A.", domiciled for the purposes of his position at the registered	registered on 28th
	September 2023
office, hereinafter also referred to for brevity as the "Company to be
absorbed" or the "Absorbed Company", authorized to execute this deed
pursuant to the powers recognized to him by law, by the current articles of
association specifying the rules for the functioning of the company and by
and in execution of the resolution adopted at the shareholder's meeting held

on 8th June 2023, as minuted on that date by me, Notary, register no. 6746, folder no. 4657, registered in Rimini on 12th June 2023, at no. 5786/1T, resolution filed with the Romagna - Forlì-Cesena and Rimini Chamber of Commerce Companies Register on 13th June 2023, ref. no. 43108/2023 and recorded on 15th June 2023;

from this moment onwards and throughout the entire deed, the statements made by and received from "AEFFE S.P.A." and "MOSCHINO S.P.A." are understood to be made and received via the above legal representative.

The person before me, the identity of whom I, Notary, am certain, requests me to receive this deed in which,

R E C I T A L S

given the reason for his appearance with the above-mentioned powers, he expressly states:

that as evidenced in the above-mentioned minutes taken by me Notary on 8th June 2023, both "AEFFE S.P.A." and "MOSCHINO S.P.A.", company with liability limited by shares held by one member, have resolved to merge by approving the proposed absorption of the latter by the former on the basis of the merger project, containing the elements required by law and approved by the respective administrative bodies of the companies participating in the merger on 29th March 2023, duly registered with the Romagna - Forlì-Cesena and Rimini Chamber of Commerce - for the Absorbing Company - on 30th March 2023 after its filing on 29th March 2023, ref. no. 20289/2023, and - for the Company to be absorbed - on 30th March 2023, after its filing on 29th March 2023, ref. no. 20294/2023, as well as on the basis of the balance sheets of "AEFFE S.P.A." and "MOSCHINO S.P.A." prepared, pursuant to art. 2501-(4) of the Italian Civil Code, as of 31st December 2022 and annexed to the above-mentioned merger project:

in this regard it is clarified that, as an exception to the contents of the abovementioned merger project, the respective shareholders' meetings of the companies participating in the merger established in the above-mentioned resolutions adopted on 8th June 2023 that, pursuant and consequent to the merger, "AEFFE S.P.A.", the Absorbing Company, would operate with the text of the Articles of Association containing the rules for the functioning of the company approved at its shareholders' meeting held on that date, as amended with respect to the text previously annexed to the abovementioned merger project;

that the above-mentioned resolution, adopted at the shareholders' meeting of the Absorbing Company held on 8th June 2023 to approve the merger project and the above-mentioned exception, was recorded on the Romagna - Forlì-Cesena and Rimini Companies Register on 15th June 2023, together with the above-mentioned resolution adopted at the shareholder's meeting of the Company to be absorbed;
that, since this is a merger by absorption in which the share capital of the Company to be absorbed is wholly owned by the Absorbing Company, pursuant to art. 2505 of the Italian Civil Code the experts' report envisaged in art. 2501-(6) of the Italian Civil Code has not been prepared;
that, given the exemption pursuant to art. 2505 of the Italian Civil Code, the Board of Directors of the Absorbing Company has considered it appropriate, instead, to prepare voluntarily the Report envisaged in art. 2501-(5) of the

Italian Civil Code (prepared in compliance with art. 70, para. 2, of the enabling regulation for Decree 58 dated 24th February 1998 adopted by Consob decision no. 11971 dated 14th May 1999, as amended, and with Annex 3A to that Regulation); a copy of the above Report is annexed as letter "G" to the above-mentioned minutes taken by me, Notary, on 8th June 2023, register no. 6745, folder no. 4656;

pursuant to article 70, paragraph 7.a), of Consob Regulation 11971/99, the Absorbing Company made the documents envisaged in article 2501-(7), numbers 1) and 3), of the Italian Civil Code available to the public on 29th March 2023;
that the above merger is deemed to be an operation between related parties pursuant to Consob Regulation 17221/2010, since the Company to be absorbed is directly controlled by the Absorbing Company; however, the operation is not subject to the procedures for managing related-party transactions, given that it is carried out with and between controlled companies, without any of the significant interests identified in the regulation governing related-party transactions adopted by the Absorbing Company;
that there is no basis for applying the procedure envisaged in art. 2501-(2) of the Italian Civil Code;
that the above-mentioned resolution adopted at the shareholders' meeting of the Absorbing Company held on 8th June 2023 to approve the merger project, was recorded on the Romagna - Forlì-Cesena and Rimini Companies Register on 15th June 2023, together with the above-mentioned resolution adopted at the shareholder's meeting of the Company to be absorbed;
that no objections were received by the legal deadline from creditors outstanding prior to recording the proposed merger on the Companies Register competent for the location in which the companies have their registered offices, so it is possible to execute the merger resolutions;
that neither "AEFFE S.P.A." nor "MOSCHINO S.P.A." have been put into liquidation;

GIVEN ALL OF THE ABOVE,

as an integral and essential part of this deed, wishing to complete the merger of the two above-mentioned companies in the manner and in the form detailed in the above-mentioned merger project, the companies identified in the introduction

CONSIDERED

that "AEFFE S.P.A." owns the entire share capital of "MOSCHINO S.P.A." and that, as a consequence, pursuant to art. 2505 of the Italian Civil Code, there is no reason to indicate an exchange ratio, or share assignment procedures or profit participation rights;
that the merger by absorption will involve cancellation of all the shares comprising the entire share capital of the Company to be absorbed, without any capital increase by the Absorbing Company to service the merger;
that there are no categories of shareholder other than ordinary shareholders and that, therefore, there is no reason for special treatments;

AGREE AND SET DOWN AS FOLLOWS: Article 1 - MERGER

"AEFFE S.P.A." and "MOSCHINO S.P.A.", company with liability limited by shares held by one member, represented as above,

MERGE CONSEQUENT TO THE ABSORPTION

of "MOSCHINO S.P.A." by "AEFFE S.P.A.", pursuant to the above-mentioned resolutions adopted at the respective shareholders' meetings held on 8th June 2023.

Article 2 - MERGER PROCEDURE

The merger takes place by cancellation of all the shares representing the entire share capital of the Company to be absorbed, without giving rise to any share exchanges or any issue and assignment of new shares by the Absorbing Company, pursuant to art. 2504-(3), para. 2, of the Italian Civil Code.

The Administrative Body of the Absorbing Company is mandated to cancel the shares of the Absorbed Company, as well as to carry out all deeds necessary for that purpose.

Article 3 - MERGER EFFECTS

The merger will be effective in dealings with third parties - pursuant to art. 2504- (2) of the Italian Civil Code - from 00.00 hours on 1st October 2023, on condition that - by that date and time - the last registration required by art. 2504 of the Italian Civil Code has been completed. Otherwise, the effects will commence from the date on which the last registration required by art. 2504 of the Civil Code is completed.

The transactions of the Company to be absorbed will be recognized in the accounts of the Absorbing Company from the first day of the financial year of the latter in which the merger takes legal effect; the tax effects of the merger will also commence from that date (art. 172, para. 9, of Presidential Decree 917/86).

As a consequence of the merger:

= I =

the Absorbing Company will be governed by the Articles of Association, containing the rules for the functioning of the company attached to the merger project, recorded - for the Absorbing Company - on the Romagna - Forlì-Cesena and Rimini Chamber of Commerce Companies Register on 30th March 2023 after its filing on 29th March 2023, ref. no. 20289/2023 and - for the Company to be absorbed - on 30th March 2023 after its filing on 29th March 2023, ref. no. 20294/2023, with the amendments adopted at the respective shareholders' meetings held to approved such merger project; the final text of which is annexed below as letter "A";

= II =

commencing from the effective date of the merger determined in the manner specified better above, "AEFFE S.P.A." will take over each and every legal asset and liability relationship involving the fixed assets, fungible assets and real estate owned by the Absorbed Company, committing to satisfy all its commitments and obligations on the agreed conditions and due dates. Consequently all persons, Entities and Offices (whether private or public) are authorized without incurring liabilities of any kind to transfer, record in the name of, reassign to, or transcribe in favor of "AEFFE S.P.A." all deeds, documents, deposits, securities, policies, contracts, trademarks, patents,

motor vehicles, machines, fungible or immovable property, whether tangible or intangible, and debit and credit current accounts howsoever held now in the name of "MOSCHINO S.P.A.".

In execution and confirmation of the above-mentioned resolutions, the legal representative of "MOSCHINO S.P.A.", the Absorbed Company, irrevocably authorizes "AEFFE S.P.A.", the Absorbing Company, in the broadest and most definitive manner, to execute at any time and without need for any action by the Absorbed Company all deeds, procedures and formalities that may be necessary or appropriate in order to obtain recognition by any party of its full and exclusive ownership of and title to all the assets of the Absorbed Company;

= III =

all corporate appointments made by the Absorbed Company are terminated.

Article 4 - ASSETS OF THE ABSORBED COMPANY RECORDED ON PUBLIC REGISTERS

For the purposes of transcription and reassignment, MASSIMO FERRETTI, in his aforementioned capacity, declares that "MOSCHINO S.P.A." does not own any fixed assets or registered fungible assets.

Article 5 - DIRECTORS

No special advantages are reserved for the directors of the companies participating in the merger.

Article 6 - PUBLICITY

This deed will be filed for registration with the competent Companies Register.

Article 7 - TAX DECLARATIONS AND EXPENSES

Consequent to art. 4, para. 1.b), of the Tariff annexed to Presidential Decree 131 dated 26th April 1986, this deed is subject to flat-rate registration tax, since it relates to the merger of existing companies.

For record-keeping purposes, the person before me, in his aforementioned capacities, declares that the capital and reserves of the Absorbed Company total Euro 104,253,160.00 (onehundredandfourmillion twohundredandfiftythreethousand onehundredandsixty/00).

All the expenses incurred for this deed and related subsequent actions are borne by the Absorbing Company.

The person before me waives reading the annex to this deed, stating that he has exact knowledge of its contents.

The person before me, confirming his knowledge of the relevant current regulations, consents to the processing of the relevant personal and corporate data, its storage using electronic and other means, and the issue of copies of this deed to any party that requests them.

I have read this deed, partly handwritten by me and partly written by electronic means by a person in my trust, on two legal sheets for a total of six pages up to this point, to the person before me, who approves it and signs it together with me, Notary, at 9.30 a.m.

SIGNED: MASSIMO FERRETTI, BIAGIO CALIENDO, NOTARY (Seal)

ARTICLES OF ASSOCIATION FORMATION - REGISTERED OFFICES - DURATION Article 1

Company name

A company with liability limited by shares is formed under the name of "AEFFE S.p.A.".

Article 2

Registered offices

2.1 The registered offices of the company are in the municipality of San Giovanni in Marignano (Rimini). 2.2 The administrative body may open, transfer and suppress secondary offices, branches, offices and warehouses, both in Italy and abroad, and may move the registered offices of the company anywhere in Italy.

Article 3

Duration

The duration of the company is fixed until 31 December 2050 and may be extended in accordance with current legislation.

OBJECTS Article 4 Corporate objects

4.1 The objects of the company are the creation of styles and models for mens' and womens' clothing, accessories, furnishings, perfumes and toiletries, stationery, and articles for the home and the person, the promotion of brands and styling, and the industrial production and sale of articles of clothing in general and related activities.

The company may then proceed to sell the above products, both on a wholesale and a retail basis, through its own outlets or otherwise, and engage in photographic and advertising campaigns and promotional activities of all kinds, and in commercial activities relating to the above sectors.

4.2 The company may also:

provide technical, administrative, electronic and data processing, and financial services to companies in which it hold direct or indirect investments and/or to companies that are in any case part of the group;
grant and/or obtain loans in any form, as well as manage services for the collection, payment and transfer of funds, whether via centralised treasury management contracts or otherwise, on behalf of companies in which it hold direct or indirect investments and/or companies that are in any case part of the group.

4.3 In order to carry out the activities comprising its corporate objects, the company may acquire, as a stable investment and not for placement in the market, direct or indirect equity investments in other companies whose objects are similar, complementary, related or connected with those of its own, on condition that this is not a principal activity and only takes place on an occasional basis in support of its principal activities, and may carry out all industrial, commercial, investment, property and financial transactions (including the provision of services of all kinds) – in this last case not involving the general public - however connected, useful or complementary to the direct or indirect achievement of the corporate objects, with the absolute exclusion of operations that solicit the savings of the general public, trust activities, transactions that gather savings from the general public, activities reserved for registered stockbrokers (SIMs) and all other activities that are reserved by law.

The company may obtain loans from shareholders in accordance with the provisions of art. 11 of Decree 385 dated 1 September 1993 and subsequent amendments, and with the CICR resolutions that are current from time to time.

SHARE CAPITAL Article 5 Share capital

5.1 Share capital amounts to Euro 26,840,626, represented by 107,362,504 ordinary shares, par value Euro 0.25 each.

Capital contributions at the time of capital increases or otherwise may be made in the form of cash, goods in

kind or receivables.

5.2 The pre-emption rights of shareholders in relation to the issue of new shares may be waived, pursuant to art. 2441.4 of the Italian Civil Code, up to a maximum of 10% (ten percent) of the pre-existing share capital, on condition that the issue price corresponds to the market value of the shares, as confirmed in a specific report issued by the auditing firm appointed to audit the Company's accounting records.

Article 6

Shares

6.1 Shares are registered in the names of their holders and indivisible; depending on their class, they carry equal rights for their holders.

6.2 The status of shareholder involves complete and absolute acceptance of the company's memorandum of association and these articles of association.

6.3 The company may purchase and hold treasury shares for the purposes and on the basis envisaged by law.

6.4 The assignment of profits and/or profit reserves to employees of the Company or its subsidiaries is allowed, in the ways and forms provided by law, through the issue of shares pursuant to the first paragraph of article 2349 code civ.

6.5 Without prejudice to the applicable legislative and regulatory instructions, the shares of the company may be administered in electronic form and included in the centralised management system envisaged by Decree 58 dated 24 February 1998.

Article 7 Bonds

7.1 The company may issue both registered and bearer bonds in accordance with and on the basis envisaged by law.

7.2 The company may also issue convertible bonds, in accordance with legal requirements.

7.3 The Board of Directors is responsible for the issue of ordinary bonds. The extraordinary shareholders' meeting resolves on the issue of convertible bonds and bonds cum warrant, and also determines the exchange ratio, and the timing and basis of conversion, in compliance with art. 2420-bis of the Italian Civil Code and other applicable legislative requirements.

Article 8 Domicile of Shareholders

For all relations with the company, the shareholders are understood to have elected domicile at the address recorded in the register of members.

Article 9

Withdrawal of Shareholders

Shareholders may only withdraw, on the basis envisaged by law, in the circumstances in which the right to withdraw cannot be excluded.

GENERAL MEETINGS Article 10

General meetings

10.1 Shareholders' meetings are either ordinary or extraordinary, as defined by law.

10.2 Shareholders' Meetings are called at the registered offices or elsewhere in Italy by a notice published, within the timescales envisaged by current legislation, in a national daily newspaper. The notice is published on the company's website, as well as in the other ways provided by current law, and it must be published, in extract, in a national daily newspaper.

10.3 In addition to the date, time and place of the meeting, the notice of meeting also contains a list of matters to be discussed and indicates, where applicable, the locations which will be linked by audio/videoconference. In addition to the other information required by current legislation, the notice of meeting also contains the information concerning (i) the procedures to be followed by the shareholders in

order to participate in and vote at Shareholders' Meetings, such as, for example, the right to put questions prior to the Shareholders' Meeting and the right to add items to the agenda and present further proposals on matters already on the agenda, as well as, by reference to the Company's website or otherwise, any additional details regarding such rights and how they may be exercised; (ii) the procedure for proxy voting and information about the forms that the shareholders are entitled to use in order to vote by proxy, as well as methods for notifying any proxies granted by electronic or other means; (iii) the identity of any party appointed by the Company for the assignment of proxy votes, as well as the procedures and terms for the granting of proxies by shareholders, with the clarification that the proxy has no effect with regard to proposals for which voting instructions have not been given (iv) the procedures and the deadlines for access to the full text of proposed resolutions, together with the illustrative reports and documents that will be submitted to the Shareholders' Meeting; (v) the address of Company's website.

10.4 The notice of meeting may also indicate dates for any callings subsequent to the first.

10.5 The ordinary meeting is called in the circumstances envisaged by law and every time deemed appropriate by the administrative body, but in any case at least once each year within one hundred and twenty days of the end of the financial year; this deadline may be extended to one hundred and eighty days if the company is required to prepare consolidated financial statements or when required by special circumstances concerning the organisation and objects of the company. In these latter circumstances, the directors explain the reasons for the extension in the report required by art. 2428 of the Italian Civil Code.

10.6 The shareholders' meeting is also called by the Board of Directors at the request of shareholders representing at least the 5% (five percent) of the share capital, to the extent allowed by the final paragraph of art. 2367 of the Italian Civil Code, or by the Board of Statutory Auditors, or by at least 2 (two) of its members.

Article 11

Legitimation to partecipate and Attendance at General Meetings

11.1 The legitimation to participate to the Meeting and to exercise the vote is established by the law in force.

11.2 All shareholders entitled to attend the Shareholders' Meeting may be represented by another person, who need not be a shareholder, bearing a written proxy prepared in accordance with legal requirements. The proxy may be granted via an electronic document bearing a ature applied in accordance with the applicable regulations. The proxy may be notified to the Company also by certified e-mail at the e-mail address indicated from time to time in the notice of meeting.

11.3 3 For each Shareholders' Meeting, the Company may appoint a designated representative as indicated in the previous article 10.3, point (iii), to whom those entitled to exercise the vote rights may confer a proxy, with voting instructions, for all or some of the items on the agenda. If required by law, the participation of shareholders exclusively through the designated representative may also be envisaged.

Article 12

Chairman and conduct of the Meeting

12.1 Ordinary and extraordinary meetings can be held in multiple locations, either adjoining or distant, that are linked by audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all shareholders are respected. In particular, it is necessary that:

(i) the Chairman of the Meeting, with support from the chairman's office or otherwise, is able to determine the identity and legitimacy of those attending, govern the conduct of the meeting, and determine and proclaim the results of voting;

(ii) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted; (iii) those attending are able to take part in the discussions and in simultaneous voting on the matters on the agenda;

(iv) the notice of meeting specifies the locations equipped with audio/video communications provided by the company, where shareholders may gather. If permitted by law in force time to time, in the notice of meeting it can be established that the Shareholders' meeting is also held exclusively on a virtual basis, omitting the indication of the physical place of the meeting.

12.2 The Meeting is chaired by the Chairman of the Board of Directors or, if absent or unavailable, by the Deputy Chairman, if appointed; if the latter is also absent or unavailable, the Meeting elects a chairman by a

majority of those present. The Chairman is assisted by a secretary, who need not be a shareholder, appointed by the Meeting and, at his discretion, by two scrutineers. Where required by law or at the discretion of the Chairman of the Meeting, the secretarial functions are performed by a public notary chosen by the Chairman of the Meeting.

12.3 The Chairman of the Meeting, who may appoint assistants, is responsible for: determining the right of shareholders to attend (in person, by proxy or via audio/video conference); determining that the Meeting is properly constituted and quorate; directing and moderating the discussions and establishing how voting shall take place; determining and proclaiming the outcome of voting.

12.4 The business of the Meeting is governed by the meeting regulations approved at the ordinary shareholders' meeting.

Article 13

Validity of Meeting resolutions

The constitution of and resolutions adopted at ordinary and extraordinary meetings are governed by legislative requirements and the provisions of these Articles of Association.

ADMINISTRATION – REPRESENTATION OF THE COMPANY Article 14

Composition of the Board of Directors

14.1 The company is administered by a Board of Directors comprising a variable number of members, between nine and eleven, who need not be shareholders. The number of Board members is determined at the Shareholders' Meeting and remains fixed until decided otherwise at another Shareholders' Meeting. The Board of Directors includes both executive and non-executive directors.

14.2 The members of the Board of Directors are appointed by the Shareholders Meeting complying with the current pro-tempore legislation on gender balance. At least two members of the Board of Directors must satisfy the independence requirements established by the laws and regulations applicable pro-tempore in force, without prejudice to any legislative and regulatory provisions which provide for a higher minimum number of independent.

14.3 The directors remain in office for three financial years and their appointments expire on the date of the Meeting called to approve the financial statements for the final year of their mandate; they may be reelected.

Article 15

Appointment of the Board of Directors

15.1 The ordinary shareholders' meeting is responsible for appointing the members of the Board of Directors from the lists of candidates presented by the shareholders, following the methodology described below and in compliance with the regulations currently in force on gender balance.

15.2 Shareholders have the right to present lists of candidates if, individually or collectively, they represent at least 2.5% (two point five percent) of the shares with voting rights at ordinary meetings, or such different percentage of the company's share capital as is established by current and applicable laws and/or regulations. Each shareholder (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Decree 58 dated 24 February 1998, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may present or contribute together with other shareholders to the presentation, directly or via intermediaries or trust companies, of just one list of candidates; all lists presented by shareholders presenting multiple lists will be void.

15.3 The lists of candidates signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by these articles of association must be filed, via electronic documents bearing atures applied in accordance with the applicable regulations, or otherwise, at the registered offices of the Company and published complying with the applicable legislation or regulation. The filed lists of candidates will also be valid for subsequent callings of the same Meeting, if applicable. In order to demonstrate ownership of the number of shares necessary for the presentation of a list,

each nominating shareholder must file the documents confirming such ownership at the registered offices, together with the list and within the term for list deposit pursuant the applicable legislation or regulation. Each list must contain a number of candidates not exceeding the maximum number of members to be elected. Lists containing a number of candidates equal to or greater than three must include candidates belonging to both genders, in a measure complying with the legislation in force at the time regarding gender balance. The candidates must be listed in consecutive numerical order. Shareholders who present a list that aspires to obtain the largest number of votes are responsible for ensuring that such list contains a sufficient number of candidates.

In addition to each list, the following information must be filed at the registered offices.

a) the list of shareholders presenting the list, stating their personal or business names, addresses, company registration numbers or equivalent, and total percentage interest held in the Company's share capital.

b) the curriculum vitae of each candidate, containing full information on their personal and professional characteristics and an indication, where applicable, that they satisfy the independence requirements established by the legal and regulatory provisions applicable pro-tempore in force and/or by the provisions of the Corporate Governance Code issued by the Committee for Corporate Governance of Listed Companies promoted by Borsa Italiana S.p.A., as well as: (i) their appointments as non-executive directors or auditors of companies listed on regulated markets (including foreign markets) and of banks, insurance companies and other major companies, being those whose total assets or sales reported in their latest financial statements exceeded Euro 500,000,000.00 (five hundred million); ii) their appointments as executive directors of any company, including those not covered by the categories mentioned in point (i) above, except for companies that "merely hold" property, equity investments or other assets, and companies whose latest reported sales were Euro 50,000,000.00 (fifty million) or less. For each company in which appointments are held, the following information must be provided: name, address, company registration number or equivalent, and the nature of the appointment (indicating also if directorships are executive, non-executive or independent);

c) the declarations of each candidate confirming acceptance of their nomination and certifying under their personal responsibility:

the absence of reasons for which they would be ineligible or for which their appointment would lapse pursuant to art. 2382 of the Italian Civil Code;
possession of the honorability and professionalism requirements established by current and applicable laws and/or regulations;
possession, if applicable, of the independence requirements established in the legal and regulatory provisions applicable pro-tempore in force, and/or their suitability to serve as an independent director pursuant to the Corporate Governance Code of Self-Regulation issued by the Committee for the Corporate Governance of Listed Companies sustained by Borsa Italiana S.p.A. Lists of candidates that do not comply with the requirements specified in the preceding paragraphs will be treated as if they had not been presented.

15.4 Each shareholder with the right to vote (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Decree 58 dated 24 February 1998 and subsequent amendments, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may vote for just one list.

Voting is transparent and not secret.

For the purposes of appointing directors in accordance with the following instructions, no account will be taken of lists that do not receive at least half the percentage of votes required by art. 16.2 of these articles of association for the presentation of such lists.

15.5 If just one list is presented, all the members of the Board of Directors will be drawn from that list and, in case any directors remaining to be elected or in the event that no list is presented or again in the event that the list presented does not allow for the appointment of independent directors in compliance with the legislative and regulatory provisions in force, the Shareholders' Meeting will appoint applying the majorities envisaged by law, complying with the legislation pro tempore applicable concerning the gender equilibrium. If, on the other hand, two or more lists are presented, the Board of Directors is appointed in the following manner:

a) all the candidates, up to the number decided each time at the Shareholders' Meeting, less one, will be drawn from the list that obtains the majority of the votes cast by the shareholders (the "Majority List") and appointed as directors in the numerical order in which they are presented on that list;

b) from the list that obtains the second-largest number of votes which is not linked in any way, directly or indirectly, with Majority List, will be kept and will be appointed as director the first candidate indicated as to be elected, keeping into consideration the progressive order of the candidates in the list;

d) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, will be elected.

The directors to be elected who must have the independence requirements prescribed by the present by-laws will be drawn from the Majority List. If, at the end of the vote, is not achieved a sufficient number of directors having the independence requirements, the candidate who is not in possess of these requirements, and is indicated as the last in progressive order of the Majority List, will be excluded and will be replaced by the next candidate having the independence requirements taken from the same list as the excluded candidate or, if this is not possible, from the list that is second in terms of number of votes obtained. This procedure, if necessary, will be repeated until the number of independent directors to be elected has been completed.

In case the modalities above indicated do not reach a composition of the Board of Directors complying with the gender balance criterion then, having regard for the order of listing, the candidate from the most represented gender elected last from (the "Majority List") shall be replaced, in consecutive numerical order, by the first candidate of the less represented gender not elected from that list. Application of this replacement procedure will continue until the composition of the Board of Directors complies with the regulations in force at the time concerning gender balance.

If using the list voting mechanism the number of candidates is lower than the minimum number of Board directors envisaged in the Articles of association, or if using the list voting mechanism the required number of candidates from the least represented gender is not reached, the Board of Directors shall be elected and supplemented at the Shareholders' Meeting, applying the majorities envisaged by law.

15.6 If, during the year, one or more directors drawn from the Majority List (the "Majority Directors") cease to serve for any reason, they will be replaced as follows on condition that the majority of the directors elected at the Meeting continues to serve:

a) the Board of Directors will replace the Majority Directors who have ceased to serve by co-opting new directors, pursuant to art. 2386 of the Italian Civil Code, appointing, in progressive order, unelected candidates drawn from the Majority List, provided they are still eligible and willing to accept the position, having regard for both the requirement that independent directors must be co-opted if one or more of the Majority Directors who have ceased to serve were independent directors and the requirement to comply with current regulations on gender balance;

b) the co-opted directors remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 15.

If, during the year, one or more directors drawn from the list that obtained the second-largest number of votes (the "Minority Directors") cease to serve for any reason, they will be replaced as follows:

a) the Board of Directors will replace the Minority Directors who have ceased to serve by the first by co-opting, pursuant to article 2386 of the Civil Code, appointing, in progressive order, the unelected candidates on the same list, on condition that they are still eligible and willing to accept the appointment, and that the appointment complies with current regulations on gender balance or, otherwise, by the candidates belonging to the first list following, for number of votes between those achieving the minimum quorum of votes indicated in the previous article 15.2, being understood that, where the ceased Minority Directors are independent directors, other independent directors must be co-opted in compliance with the pro-tempore legislation in force on gender balance;

The directors appointed in this way expire together with the Directors in office at the time of their entry into the Board.

If it is not possible to proceed on the basis described above, due to a lack of candidates on the lists or their

unwillingness to serve, the Board of Directors co-opts a new director, pursuant to art. 2386 of the Italian Civil Code, who is selected by the Board using the criteria established by applicable law and in compliance with the current regulations on gender balance. The director co-opted on this basis will remain in office until the next Shareholders' Meeting which will either confirm or replace him in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 15.

15.7 If, for any reason, the appointment or replacement of one or more directors cannot be accomplished in accordance with the requirements envisaged in this article, the legislation governing the appointment of directors will be applied without following the procedures described in the above paragraphs. In this case, the candidates must have accepted their nominations and confirmed, under their personal responsibility, the absence of reasons for which they would be ineligible or incompatible, and that they satisfy the requirements established by the applicable regulations and these Articles of Association.

In any case, the replacement of terminated directors is carried out by ensuring the presence of the necessary number of directors in possession of the independence requirements established by law and compliance with the pro tempore legislation in force concerning gender balance.

Article 16

Chairman – Deputy Chairman - Secretary

If not already decided at the Shareholders' Meeting, by a resolution adopted with the majority required by law, the Board of Directors elects a Chairman from among its number and, where deemed appropriate, a Deputy Chairman and a Secretary (who in this last case need not be a director).

Article 17

Meetings of the Board of Directors

17.1 Meetings of the Board of Directors are called at the registered offices or elsewhere in Italy by the Chairman or by the Deputy Chairman, if appointed, or by a managing director or by the Board of Statutory Auditors or one of the statutory auditors, on notice to the Chairman.

17.2 The notice of the Board Meeting is sent to each director and serving statutory auditor by e-mail or certified e-mail to the address communicated by each director in office and each serving statutory auditor on acceptance of appointment. Notice of the Board Meeting must be sent to each director and serving statutory auditor at least five calendar days prior to the date fixed for the meeting; in urgent cases, this notice period may be reduced to 24 hours. In addition to the date, time and place of the Board Meeting, the notice of meeting also contains a list of matters to be discussed (to the extent already known) and indicates, where applicable, the locations which will be linked by audio/videoconference.

17.3 The meeting of the Board of the Directors is properly constituted, in the absence of formal notice, if all the appointed directors and serving statutory auditors are present.

17.4 The meetings of the Board of Directors can be properly held in multiple locations, either adjoining or distant, that are linked by audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all directors are respected. In this case, it is necessary that:

a) the Chairman of the meeting is able to determine unmistakably the identity and legitimacy of those attending, govern the conduct of the meeting, and determine and proclaim the results of voting;

b) the person responsible for taking the minutes is able to follow adequately the meeting events to be minuted; c) those attending are able to exchange documentation and in any case take part in real time in the discussions and in simultaneous voting on the matters on the agenda.

In the notice of the Board Meeting it could be established that the Board of Directors is also held exclusively on a virtual basis, omitting the indication of the physical place of the meeting;

discussions and in simultaneous voting on the matters on the agenda.

The meeting is deemed to be held in the location where both the Chairman and the person responsible for taking the minutes are present.

17.5 The resolutions adopted by the Board of Directors are evidenced by minutes signed by the Chairman and the Secretary.

Article 18 Validity of Board resolutions

Resolutions of the Board of Directors are valid if the majority of appointed directors is present and they are adopted by a majority of such directors. In the event of a tie, the vote cast by the Chairman of the Board of Directors or whoever takes his place shall prevail.

Article 19 Powers of the Board of Directors

19.1 The Board of Directors exercises the widest powers of ordinary and extraordinary administration, without any exceptions, and has the right to perform all deeds deemed appropriate for the pursuit and achievement of the company's objects, with the sole exclusion of those reserved by law for the shareholders' meeting.

19.2 Pursuant to art. 150 of Decree 58 dated 24 February 1998, the directors report to the Board of Statutory Auditors, at least every quarter, on the work performed and on the principal economic, financial and equity transactions carried out by the company and its subsidiaries, as well as on the transactions in which they have an interest, whether personally or on behalf of third parties, or which were influenced by the party which directs and coordinates the activities of the company. Such information may be communicated verbally by the directors to the Board of Statutory Auditors, during special meetings with the directors or at the meetings of the Board of Directors or the Board of Statutory Auditors envisaged by art. 2404 of the Italian Civil Code, or by the submission of written reports which will be noted in the minute book of the Board of Statutory Auditors envisaged by art. 2421.5 of the Italian Civil Code.

19.3 To the extent allowed by law and these articles of association, the Board of Directors may delegate its authority to individual directors and/or to an executive committee, determining the extent of such powers. The Board may also appoint general managers (except in cases of appointment by the Shareholders' Meeting pursuant to Article 2396 of the Civil Code), managers and special representatives, who need not be directors, for the performance of certain deeds or categories of deed.

19.4 In addition, the Board of Directors may appoint its members to a Compensation Committee, an Internal Audit Committee and an Appointments Committee, determining the number of members for each committee, the length of their mandate, their tasks, their powers and the regulations that govern the business conducted by them.

19.5 These empowered bodies must report directly to the Board of Directors at least every quarter at the time of Board Meetings or even indirectly, if preferred having regard for the need for timeliness, in written or verbal form, on the general results of operations, forecast developments and transactions carried out by the company or its subsidiaries that were significant in view of their nature or size.

19.6 The following resolutions must be adopted by the Board of Directors pursuant to art. 2436 of the Italian Civil Code:

a) mergers or spin-off pursuant to arts. 2505, 2505-bis and 2506-ter of the Italian Civil Code;

b) opening or closure of secondary offices;

c) transfer of the registered offices elsewhere in Italy;

d) indication of which directors are the company's legal representatives;

e) reduction of capital following withdrawal by a shareholder;

f) alignment of the articles of association to reflect compulsory regulatory requirements,

without prejudice to the fact that such resolutions can, in any case, also be adopted at an extraordinary shareholders' meeting.

Article 20

Representation of the company

20.1 The Chairman of the Board of Directors represents the company in dealings with third parties and in judgment; if absent or unavailable, he is replaced by the Deputy Chairman, if appointed.

20.2 The directors, general managers, managers and special representatives referred to in art. 19 above also represent the company, to the extent of the powers granted to them pursuant to art. 19.

Article 21

Remuneration of the Board of Directors

The directors are entitled to reimbursement of the expenses incurred in the performance of their duties. The shareholders' meeting may resolve to remunerate the directors and allocate a share of profits to them. The remuneration of directors with special duties is determined by the Board of Directors, on a proposal from the Compensation Committee, if appointed, and after hearing the opinion of the Board of Statutory Auditors.

CONTROL BODIES Article 22

Composition and appointment of the Board of Statutory Auditors

22.1 The Board of Statutory Auditors comprises 3 (three) serving auditors; the Shareholders' Meeting shall also appoint two alternate auditors. The appointments are made complying with the pro tempore applicable legislation concerning the gender balance on the basis of lists presented by the shareholders containing a number of candidates not exceeding the maximum number of members to be elected, following the process specified below.

22.2 Shareholders have the right to present lists if, alone or together with other shareholders, they represent at least 2.5% (two point five percent) of the shares with voting rights at ordinary meetings, or such different percentage of the company's share capital as is established by current and applicable laws and/or regulations.

Each shareholder (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Decree 58 dated 24 February 1998, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may present or contribute together with other shareholders to the presentation, directly or via intermediaries or trust companies, of just one list of candidates; all lists presented by shareholders presenting multiple lists will be void.

22.3 Each list must comprise two sections: one for the appointment of serving auditors, , and the other for the appointment of alternate auditors, listed in consecutive numerical order. The candidates of each section must be listed by progressive number. Each candidate can appear on just one list, or will be ineligible for election.

The lists which, considering both sections, contain a number of candidates equal to or greater than three, must ensure respect for the balance between genders, so that the share of candidates envisaged by the current protempore legislation belongs to the least represented gender. .

Lists of candidates that do not comply with the requirements envisaged in this paragraph shall be treated as if not presented. .

22.4 The lists, signed by the shareholders presenting them, or by the shareholder appointed to present them, and accompanied by the documentation required by these articles of association must be filed, via electronic documents bearing atures applied in accordance with the applicable regulations, or otherwise, at the registered offices complying with the current legislation or regulations.

In order to demonstrate ownership of the number of shares necessary for the presentation of a list, each nominating shareholder must file at the registered offices, together with the list and within the term for list deposit pursuant the current applicable legislation or regulation, copies of the documents confirming such ownership.

The following information must also be filed, together with each list, by the deadline indicated above: (i) declarations from each candidate accepting their nomination and confirming, under their personal responsibility, the absence of reasons for which they would be ineligible or for which their appointment would lapse by law, and that they satisfy the honorability and professionalism requirements established by law and applicable to such appointments; (ii) complete information on their personal and professional characteristics (curriculum vitae); (iii) the list of appointments as director or auditor held by candidate statutory auditors in other companies or bodies, if relevant under current regulations to the limit on the total number of appointments allowed by these articles of association or by the current and applicable laws and/or regulations; (iv) the list of shareholders presenting the list, specifying their personal or company name, address, company registration number or similar and the total percentage of share capital held by them. Lists not presented in compliance with the requirements of this article will be treated as if they had not been presented.

22.5 Candidates must satisfy the eligibility, honourability and professionalism requirements established by law and must not have accepted more appointments than the number specified in art. 23 below.

22.6 Each shareholder with the right to vote (as well as (i) shareholders belonging to the same group, comprising the controlling party, not necessarily a company, as defined in art. 2359 of the Italian Civil Code, and all companies controlled by or under the joint control of that party, or (ii) the members of the same shareholders' syndicate pursuant to art. 122 of Decree 58 dated 24 February 1998, or (iii) the shareholders who are otherwise joined in relationships deemed relevant under current and applicable laws and/or regulations) may vote for just one list. Voting is transparent and not secret.

22.7 7 If no lists are presented, the Meeting appoints the Board of Statutory Auditors and its Chairman in accordance with the majorities established by current legislation.

If, upon expiry of the aforesaid term, only one list or only lists presented by shareholders who are connected to each other have been filed, the legislative provisions, including those of a regulatory nature, will apply.

If only one list is presented, the Board of Statutory Auditors is drawn entirely from that list and the first candidate on the list is appointed as Chairman.

If, on the other hand, two or more lists are presented, the Board of Statutory Auditors is appointed in the following manner:

a) the following candidates will be appointed, in the numerical order in which they appear, from the Majority List: (i) the first two candidates for the office of serving auditor and (ii) the first candidate for the office of alternate auditor;

b) the following candidates will be appointed, in the numerical order in which they appear, from the list that obtains the second-largest number of votes, on condition that such list is not linked, directly or indirectly, with the shareholders who presented or voted the Majority List: (i) the first candidate for the office of serving auditor, who will also be appointed as Chairman of the Board of Statutory Auditors, and (ii) the first candidate for the office of alternate auditor, if available; otherwise, the alternate auditor will be the first candidate for this office on the first list obtaining the next-largest number of votes that is not linked, directly or indirectly, with the shareholders who presented or voted for the list that obtained the largest number of votes. In case that several minority lists obtain the same number of votes, will be elected the candidate, statutory auditor and alternate auditor, most senior in age;

c) in the event of a voting tie between two or more lists, the candidates on the list presented by shareholders with the greatest total equity interest or, failing this, by the largest number of shareholders, will be elected.

If the composition of the Board of Statutory Auditors or the category of alternate auditors does not comply with the gender balance criterion then, having regard for the order of listing in the respective sections, the candidates from the most represented gender elected last from the respective list shall be replaced by the first candidates not elected from the same list and the same section from the least represented gender. Application of this replacement procedure will continue until the composition of the Board of Statutory Auditors complies with the regulations in force at the time concerning gender balance.

22.8 If, during the year, one or more serving auditors drawn from the Majority List (the "Majority Statutory Auditors") cease to serve for any reason, they will be replaced - where possible and always in compliance with the regulations in force concerning gender balance - by the alternate auditor belonging to the same list as the former statutory auditor or, otherwise, by the other alternate auditor. The statutory auditor appointed with this procedure remain in office until the next Shareholders' Meeting which will either confirm or replace them in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22.

The statutory auditor appointed with this procedure will expire together with the other statutory auditors in office at the time of his entry into the Board.

If it is not possible to proceed on the basis described above, a Shareholders' Meeting must be called, pursuant to art. 2401.3 of the Italian Civil Code, to complete the Board in the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22.

22.9 If, during the year, the serving auditor drawn from the Minority List (the "Minority Statutory Auditor") ceases to serve for any reason he will be replaced, always in compliance with the regulations in force concerning gender balance, by the alternate auditor belonging to the same list as the former statutory auditor. The statutory auditor appointed with this procedure, who will be appointed as Chairman of the Board of Statutory Auditors, remains in office until the next Shareholders' Meeting which will either confirm or replace them in

the usual manner with the normal majorities, without recourse to the system of list voting described in this article 22.

The mandate of the statutory auditor so nominated will expire at the same time as those of the other statutory auditors who were serving when he joined the Board.

If it is not possible to proceed on the basis described above, the mandate of the entire Board of Statutory Auditors is deemed to have lapsed immediately and, consequently, a shareholders' meeting must be called to appoint a new Board of Statutory Auditors in accordance with the system of list voting described in this article 22.

22.10 If, pursuant to art. 2401.1 of the Italian Civil Code, the Shareholders' meeting must appoint new alternate auditors to the Board of Statutory Auditors, the resolution must be adopted in the usual manner with the normal majorities, always in compliance with the regulations in force concerning gender balance, without recourse to the system of list voting described in this article 22.

Article 23

Duties of the Board of Statutory Auditors and conduct of business

23.1 The Board of Statutory Auditors monitors compliance with the law and the articles of association, and respect for the principles of proper administration including, in particular, the adequacy of the organisation, administrative and accounting systems adopted by the company and the way they function in practice, as well as how the corporate governance rules envisaged by the related regulations are applied in practical terms.

23.2 Statutory auditors cannot be elected, and their mandates lapse if already elected, if they do not satisfy the requirements of eligibility, honourability and professionalism established by law, or if they hold a number of appointments as directors or auditors that exceeds the maximum allowed by current and applicable laws and/or regulations.

23.3 Statutory Auditors remain in office for three years and may be re-elected. Their appointments expire on the date of the Meeting called to approve the financial statements for the final year of their mandate, without prejudice to the termination and lapsing clauses envisaged by law and these articles of association. The remuneration due to the Statutory Auditors is established at the Shareholders' Meeting in accordance with current legislation.

23.4 For the purposes envisaged by art. 1.2, letters b) and c), of Decree 162 dated 30 March 2003, the subjects and sectors of activity strictly relevant to the business carried on by the company are those subjects and sectors of activity connected with and relating to the company's activities defined in art. 4 of these articles of association.

23.5 The Board of Statutory Auditors meets at least every ninety days at the request of any auditor.

The Board is quorate if the majority of statutory auditors are present and resolves with the votes in favour of an absolute majority of the auditors present.

The meetings of the Board of Statutory Auditors can be also held exclusively in multiple locations, either adjoining or distant, that are linked by audio or audio/video communications, on condition that the collegiate method and the principles of good faith and equal treatment for all members are respected. In this case, it is necessary that:

a) the chairman of the meeting is able to determine unmistakably the identity and legitimacy of those attending and govern the conduct of the meeting;

Article 24

Legal Audit of the Accounts

The legal audit of the accounts is performed by an auditing firm that meets the relevant legal requirements. The conferral and revocation of the related appointment, and the duties, powers and responsibilities of the auditing firm, are governed by the current and applicable laws and/or regulations. .

Article 25 Manager responsible for preparing the company's accounting documentation

25.1 The Board of Directors, having heard the required but not binding opinion of the Board of Statutory Auditors, appoints a manager responsible for preparing the company's accounting documentation (hereinafter, for short, the "Responsible Manager") and fixes his remuneration. Where the Responsible Executive is an employee or director of the Company, the remuneration for that role is deemed to be already included in that recognized to the employee or director.

25.2 Persons who do not satisfy the following professionalism requirements cannot be appointed as Responsible Manager and, if already appointed, their mandates lapse:

a) degree in economics, finance or business management and systems;

b) at least three years' experience in total of:

administration and control activities or senior management responsibilities within a limited liability company, or
administrative or management functions or appointments as auditor or consultant, such as registered accountant, for entities operating in the banking, financial and insurance sectors, or in any case sectors that are closely connected with and related to the activities of the company, that involved the management of economic - financial resources.

In addition, persons who do not satisfy the honourability requirements established in art. 147-quinquies of Decree 58 dated 24 February 1998 cannot be appointed as Responsible Manager and, if already appointed, their mandates lapse.

The Board of Directors grants the Responsible Manager adequate powers and resources to accomplish the tasks attributed to him in accordance with art. 154-bis of Decree 58 dated 24 February 1998.

25.3 If the Responsible Manager ceases to serve, the Board of Directors will arrange without delay to replace him by appointing a new Responsible Manager, having heard the required but not binding opinion of the Board of Statutory Auditors. Termination of the employment relationship between the Responsible Manager and the company is a reason for ceasing to serve.

25.4 The Responsible Manager exercises the powers and performs the tasks attributed to him in accordance with the provisions of art. 154-bis of Decree 58 dated 24 February 1998, and the related enabling regulations.

25.5 The Responsible Manager attends the meetings of the Board of Directors that envisage the discussion of matters relevant to his activities.

FINANCIAL STATEMENTS AND NET INCOME Article 26

Financial year

26.1 The financial year ends on 31 December of each calendar year.

26.2 At the end of each financial year, the administrative body prepares the financial statements in accordance with legal requirements.

Article 27

Allocation of net income

27.1 After allocating 5% to the legal reserve until this reaches one fifth of share capital, the residual net income reported in the financial statements is allocated to the shares unless decided otherwise at the shareholders' meeting.

27.2 The Board of Directors may resolve to distribute interim dividends in the circumstances and on the basis established in art. 2433-bis of the Italian Civil Code.

27.3 The payment of dividends takes place from the date and from the treasury offices established each year by the Board of Directors.

27.4 Dividends revert back to the company if they are not collected within five years of the date on which they first became payable.

WINDING-UP AND LIQUIDATION Article 28

Winding-up

Should the company be wound up at any time and for any reason, the extraordinary shareholders' meeting will establish the basis for the liquidation, appoint one or more liquidators and determine their powers.

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