Tessellis

Regulatory Filings • Jan 12, 2023

ARTICLES OF ASSOCIATION
"TESSELLIS S.p.A."
- Article 1 -
Corporate name
A joint-stock company has been established existing under the
corporate name of "TESSELIS S.p.A.".
- Article 2 -
Registered offices
The Company's registered offices are in SS 195 Km 2.300, Sa
Illetta, Cagliari, Italy.
The Company's management body may set up, change or close
down, throughout Italy, secondary offices; change the regis
tered offices within the same Municipality and arrange for the
transfer of the same within the sphere of Italy, as well as
set up, change and close down branches, agencies, offices and
similar.
- Article 3 -
Corporate purpose
The Company's corporate purpose involves:
- the design, planning, installation, maintenance and manage
ment, using any technique, means or system, of telecommunica
tions installations and networks, owned by the company or
third parties, whether they be fixed, mobile or satellite
based, for the accomplishment and running, without geographic
limits, of the communications services also emerging from the

evolution of the technologies, including direct access to the

public per Resolution AEG/2009/07/CONS;

- the performance, as a non-predominant activity, of the ac
tivities and the provision of services associated with the
sectors indicated above, including therein the marketing of
telecommunications, screen-based, multi-media and electronic
products, services and systems, involving connection and/or
interconnection with the various networks and the diffusion,
via said networks, of information of a cultural, technical,
educational, advertising, entertainment nature or of any other
kind and in any form, also on behalf of third parties;
- the performance, as a non-predominant activity, of publish
ing, advertising, IT, screen-based, multi-media, research,
training and advisory activities which in any event are perti
nent to the matters indicated above;
- the undertaking - as non-predominant activities - of share
holdings and interests in companies or businesses in general
which carry out activities falling within the sphere of the
corporate purpose or in any event are associated with, comple
mentary or similar to the same, including therein the busi
nesses operating in the field of manufacturing, electronic and
insurance activities, in observance of the limits envisaged by
current legislation on the subject.
The Company may carry out all the acts deemed necessary or
merely useful for the achievement of the corporate purpose:

thus in brief, it may enter into securities, real estate, in
dustrial, commercial and financial transactions, including the
issuance of secured and unsecured guarantees, also in favour
of third parties and as third-party guarantor, as well as the
finalisation of loan agreements as borrower, all of which
within the limits of current legal provisions; the financial
transactions, including the undertaking of shareholdings shall
not however have to be carried out involving the general pub
lic.
Financial activities involving the general public or the rais
ing of savings is also prohibited.
- Article 4 -
Duration
The Company has a duration until the thirty-first of December
two thousand and fifty and may be extended one or more times
or wound-up in advance, subject to the right to withdraw of
each shareholder in the event of extension.
- Article 5 -
Share capital and Shares
The share capital amounts to EUR 185.513.965,37 (one hundred
eighty five million five hundred thirteen thousand nine hun
dred sixty-five point thirty seven).
The corporate holdings are represented by 177.509.104 (one
hundred and seventy seven million five hundred nine thousand
one hundred and four) shares lacking par value. The shares are

fully paid-up, indivisible and freely transferrable.

The Shareholders' Meeting of 24 (twenty-four) June 2021 (two
half-year-one), recorded by deed by Dr. Federico Pavan, notary
in Iglesias, on 24 June 2021, repertoire no. 2,140, collection
no. 1,666, resolved to approve the issue of the remaining
tranches of the convertible and converting bond loan for an
amount equal to Euro 3,000,000 (three million) each, consist
ing of convertible bonds with a nominal amount of Euro 100,000
one hundred thousand) each, for a maximum total amount of Euro
36,000,000 (thirty-six million), divided, in accordance with
the provisions of the Investment Agreement, in Euro 15,000,000
(fifteen million) and any further Euro 21,000,000.00 (twenty
no million), to be offered in full under subscription to Nice
& Green SA as part of a private placement intended for quali
fied investors pursuant to art. 34-ter, paragraph 1, lett. b)
of the Regulation adopted with Consob resolution no.
11971/1999 and subsequent amendments. The Bonds will have a
duration of 21 months from the issue date of the first tranche
and will be irrevocably converted on maturity. The subscrip
tion price of the convertible bonds is equal to 95.5% of the
nominal amount of the same tranche. Consequently, the increase
in the share capital of TESSELLIS S.p.A. was approved for a
fee, in one or more times and in divisible way, with the ex
clusion of the option right pursuant to art. 2441, paragraph
5, of the cod. civ. for a total amount, including any share

premium, of a maximum of Euro 36,000,000 (thirty-six million),
for the exclusive and irrevocable service of the conversion of
the convertible and converting bond loan, through the issue of
ordinary TESSELLIS shares, without of par value, with regular
entitlement and the same characteristics as the TESSELLIS or
dinary shares outstanding at the issue date. The subscription
price of the shares to service the conversion of the remaining
tranches of the convertible and converting bond loan is equal
to 95% at the second lowest average daily price weighted by
the volumes traded (VWAP, ie volume weighted ave-rage price)
of the TESSELLIS S.p.A. shares recorded in the 6 trading days
preceding the request for conversion of convertible bonds. The
Assembly has given a mandate to the President and the Chief
Executive Officer, separately, with all the widest powers to
ensure, also by means of special attorneys, to do what is nec
essary or even only appropriate to give implementation of the
resolutions passed, including the power to (i) establish the
issue date of the convertible bonds, (ii) prepare and present
any document required for the purposes of executing the afore
mentioned resolutions as well as to fulfil the necessary for
malities to proceed with admission to listing on the Mercato
Telematico Azionario organized and managed by Borsa Italiana
S.p.A. of the newly issued shares deriving from the conversion
of convertible bonds, including the power to prepare and sub
mit to the competent authorities any application, request,

document or prospectus for the necessary or appropriate pur
pose, as well as decide on the possible renewal of the Invest
ment Agreement and consequent issue of the convertible bonds
and capital increase for the conversion of the convertible
bonds for Euro 21,000,000 (twenty-one million).
The Shareholders' Meeting of April 16, 2022 resolved to ap
prove the issue of the convertible and converting bond loan
for a total amount of Euro 90,000,000 consisting of 18 tranch
es for an amount equal to Euro 5,000,000, through the issue of
convertible bonds with a nominal amount of Euro 100,000 each,
to be offered, subject to the execution of the merger by in
corporation of Linkem Retail into TESSELLIS S.p.A., fully un
der subscription to Nice&Green S.A. in the context of a pri
vate placement intended for qualified investors pursuant to
art. 34-ter, paragraph 1, lett. b) of the Regulation adopted
with Consob resolution no. 11971/1999 and subsequent amend
ments. The Bonds will have a duration of 24 months from the
issue date of the first tranche and will be irrevocably con
verted upon maturity. The subscription price of the converti
ble bonds is equal to 95.5% of the nominal amount of the same
tranche. Consequently, the increase in the share capital of
TESSELLIS S.p.A. was approved for a fee, in one or more
tranches and in divisible form, with the exclusion of the op
tion right pursuant to art. 2441, paragraph 5, of the cod.
civ. for a total amount, including any share premium, of a

maximum of Euro 90,000,000, for the exclusive and irrevocable
service of the conversion of the convertible and converting
bond loan, through the issue of TESSELLIS ordinary shares,
with no par value, with entitlement regular and with the same
characteristics as the TESSELLIS ordinary shares outstanding
on the date of issue. The subscription price of the shares to
service the conversion of the remaining tranches of the con
vertible and convertible bond loan is equal to 95% to the sec
ond lowest average daily price weighted by volumes traded
(VWAP, i.e. volume weighted average price) of the TESSELLIS
S.p.A. shares registered in the 6 open market days preceding
the request for conversion of the convertible bonds. The
Shareholders' Meeting granted the Chairman and the Chief Exec
utive Officer, separately from each other, with all the widest
powers to ensure, also through special attorneys, to do what
is necessary or even just appropriate to implement the resolu
tions passed, including the power to (i) establish the issue
date of the convertible bonds, (ii) prepare and submit any
document required for the purpose of implementing the above
resolutions as well as to fulfill the formalities necessary to
proceed with the admission to listing on the electronic stock
market organized and managed by Borsa Italiana S.p.A. of the
newly issued shares deriving from the conversion of converti
ble bonds, including the power to arrange for the preparation
and presentation to the competent authorities of any applica-

tion, request, document or prospectus for the necessary or ap
propriate purpose, as well as decide on the possible renewal
of the Investment Agreement and consequent issue of the con
vertible bonds and capital increase to service the conversion
of the convertible bonds.
Cash payments made by shareholders to the Company by way of
financing can be made within the limits of the law:
- in the form of a capital contribution without the right to
restitution;
- in the form of an interest-bearing or non-interest-bearing
loan with a natural right to repayment.
The share capital is predetermined to achieve the corporate
purpose and it may be increased even by way of contribution in
kind and/or credits in accordance with the combined provision
of Articles 2342, 2343 et seq of the Italian Civil Code.
The shareholders' meeting may resolve a reduction in the share
capital, also by means of allocation to individual sharehold
ers or groups of shareholders of specific corporate assets or
shares or holdings in other companies, in which the Company
has a joint investment. The shareholders' meeting may resolve
an increase in the share capital pursuant to and within the
limits as per Article 2441.4.2 of the Italian Civil Code, and
assign the management body the faculty to increase the share
capital as per Article 2443 of the Italian Civil Code.
The Extraordinary Shareholders' Meeting held on 10 January

2023 resolved to grant the Board of Directors a special proxy
(in Italian, "Delega"), to be exercised one or more times
within 30 months from the date of the shareholders' resolu
tion, for a maximum of Euro 60,000,000.00 (sixty million) in
clusive of share premium: (i) to increase the share capital
against payment, in divisible form, pursuant to art. 2443 of
the Civil Code, also with the exclusion or limitation of the
option right pursuant to art. 2441, paragraphs 4, 5 and 8, of
the Civil Code, also through the issue of shares to be re
served for the service of incentive programs based on the as
signment of financial instruments in favor of directors, em
ployees and collaborators of the Company, identified by the
Board of Directors upon the execution of specific lock-up com
mitments; and (ii) to issue bonds convertible into ordinary
shares of the company pursuant to article 2420-ter of the Civ
il Code, together with the faculty to approve the related cap
ital increase to service the conversion, also with the exclu
sion or limitation of the option right pursuant to article
2441, paragraph 5, of the Civil Code.
The resolution or resolutions for the capital increase must
establish the portion of the issue price of the shares offered
to be charged to the capital and the portion of the issue
price, if any, to be charged to the share premium.
Article 6
Calling of shareholders' meetings

Meetings are called by the management body at the registered
offices or elsewhere, provided the location is in Italy, by
means of publication - within the legal deadlines - of a no
tice on the Company's website and involving the other formali
ties envisaged by regulatory provisions. Those with the right
to vote are entitled to examine all the documents deposited at
the registered offices for shareholders' meetings already
called and to obtain a copy thereof at their own expense.
The Ordinary or Extraordinary Shareholders' Meeting may also
be held by videoconference or teleconference with participants
located in different places, either adjacent or distant, pro
vided that the collective method and the principles of good
faith and equal treatment of shareholders are respected. In
particular, the following are conditions for the validity of
Meetings by video and teleconference
- the Chairman of the Shareholders' Meeting, also by means of
his bureau, is allowed to ascertain the eligibility and legit
imacy of those present, to regulate the proceedings of the
meeting, and to ascertain and ascertain the results of voting;
- the person taking the minutes is allowed to adequately per
ceive the events of the meeting that are being recorded;
- those present can take part in the discussion and vote sim
ultaneously on the items on the agenda;
- the notice of call indicates (except in the case of a Share
holders' Meeting convened pursuant to Article 2366, paragraph

4, of the Italian Civil Code) the audio/video locations con
nected by the Company, in which those present may gather, the
meeting being deemed to have been held in the place where the
Chairman and the person taking the minutes are present;
- the participants in the meeting connected remotely must have
access to the same documentation distributed to those present
in the place where the meeting is held.
Article 7
Ordinary and extraordinary shareholders' meetings
Ordinary meetings are called at least once a year, within 180
(one hundred and eighty) days of the end of the accounting pe
riod, for the approval of the financial statements, since the
Company is obliged to draw up consolidated financial state
ments.
Meetings, both in ordinary and extraordinary session, if en
visaged by the Board of Directors which calls the meeting, may
be held in single calling and the related resolutions are val
id if adopted with the presence and the majorities established
by law for such cases.
- Article 8 -
Participation at shareholders' meetings
All those with the right to vote in accordance with the legis
lative provisions in force from time to time may take part in
meetings. Those who are due the right to take part in meetings
may arrange for themselves to be represented, in accordance

with the law, by means of proxy which may be granted in writ
ing or via electronic media, if envisaged by specific regula
tory provisions and according to the formalities envisaged
herein. The Chairman of the Shareholders' Meeting is responsi
ble for ascertaining the right to attend the Shareholders'
Meeting and the validity of proxies.
Resolutions passed in accordance with the law and these Arti
cles of Association are also binding on dissenting sharehold
ers.
The Company may designate a person on whom Shareholders may
confer a proxy to represent them at the Shareholders' Meeting
pursuant to Article 135-undecies of the Consolidated Law on
Finance (TUF), giving notice of this in the notice of call of
the Shareholders' Meeting.
- Article 9 -
Chair and holding of shareholders' meetings
Shareholders' meetings are chaired by the Chairman of the
Board of Directors or, in the absence of the latter by the
Deputy Chairman, if appointed, or, in the absence of the lat
ter, by an individual appointed by the shareholders' meeting.
The shareholders' meeting appoints a secretary, who does not
necessarily have to be a shareholder, and also appoints, if
this is deemed to be appropriate, two scrutineers from among
the shareholders and the Statutory Auditors.
The resolutions of the shareholders' meeting are recorded in

specific minutes signed by the Chairman, the secretary and any scrutineers. In legal cases and each time it is deemed appropriate, the Chairman shall arrange for the minutes to be drawn up by a Notary. - Article 10 - Management of the Company The management of the Company is entrusted to a Board of Directors made up of a minimum of 3 and a maximum of 9 members, as established by the Shareholders' Meeting, ensuring a balance between genders as per current legislation. Where the number of members of the Board of Directors is less than the maximum permitted, the Shareholders' Meeting may increase the number during the period of office. The new members are appointed at the ordinary Shareholders' Meeting with the list voting system described in the following article 11. The terms of office of Directors appointed in this way shall expire at the same time as those in office when they were appointed. - Article 11 - Board of Directors The Board of Directors takes steps to appoint a Chairman and possibly a Deputy Chairman, choosing them from amongst its members, if the shareholders' meeting has not already done so. The Directors remain in office for a maximum period of three

financial years, their term or office shall expire on the date
of the Shareholders' Meeting called for approving the finan
cial statements related to the last financial year of their
term in office and they may be re-appointed.
Before the appointment of the Board of Directors, the Share
holders' Meeting establishes the number of the members and the
duration of their offices, which may be shorter than three fi
nancial years.
The Directors are appointed by the meeting on the basis of
lists presented by the shareholders. Each list may contain the
names of the candidates up to a maximum number of Directors
provided by these Articles of Association listed by means of
consecutive number.
Shareholders entitled to present lists shall be those who,
alone or together with other shareholders, own, at the time of
presentation of the lists, a shareholding at least equal to
that established by CONSOB pursuant to article 147-ter, para
graph 1 of the Consolidated Law of Finance as subsequently
amended, and pursuant to the further provisions of applicable
legislation, as it will be indicated in the call notice.
Each shareholder may in any case present (or concur in pre
senting) and vote a single list (specifying that, for the pur
poses of the present article, the term "shareholder" jointly
means the shareholder him/herself and the natural and legal
persons who control, are controlled by or otherwise are sub-

ject to common control with the shareholder in question), also
through a third party or through trust companies. Any support
granted and votes cast in violation of this prohibition shall
not be attributable to any list.
Each candidate may be present in only one list or be subject
to ineligibility.
The lists presented by the shareholders must be deposited, as
will also be indicated in the notice of calling, at the Compa
ny's registered offices by the twenty-fifth day prior to the
date of the meeting called to resolve on the appointment of
the Board members.
Each list must be accompanied by the information required by
applicable legislation and indicate the identity of the share
holders who have presented the same and the total investment
percentage owned. In-depth information on the personal and
professional characteristics of the candidates must be provid
ed at the bottom of the list presented by the shareholders, or
attached to the same. The declarations by means of which the
individual candidates accept their candidature and declare, at
their own liability, the inexistence of causes of ineligibil
ity or incompatibility as well as the existence of the requi
sites of good standing and professionalism prescribed for the
office by applicable legislation and the Articles of Associa
tion, and any possession of the independence requisites estab
lished by current legislation, must be filed together with

each list.

Each list must indicate a number of candidates who present the
independence requisites established by applicable legislation
in accordance therewith.
Each list must present a number of candidates belonging to the
gender represented the least equal to the minimum number re
quired by current legislation.
Lists presented without observing the above instructions,
shall be considered as not presented.
The election of Directors proceeds as follows:
a.1) following the outcome of the voting procedure, the votes
obtained by each list will be subsequently divided by one,
two, three, four and so on until the number of the Directors
to be elected is reached. The ratios so obtained will be
granted progressively to the candidates of each list in the
order in which they appear in the list itself.
Candidates, listed in a decreasing order on the basis of the
ratios obtained, who have obtained the highest ratios, will be
elected, it being in any case understood that the candidate at
the top of the minority list will be appointed director, name
ly the list that obtained the majority of votes from among
those duly submitted and voted for and which is not connected
- even indirectly - with the members who submitted or voted
for the list that came first by number of votes.
If an individual who on the basis of the regulations in force

turns out to be linked to one or more shareholders who have
submitted or voted for the list which comes first by number of
votes, has voted for a minority list, the existence of this
link becomes important only if the vote has been decisive in
the election of the Director from the minority lists. In each
case the legislation and regulations at the time in force
shall apply.
In case of equality of ratios for the last Director to be
elected, the one from the list which has obtained the majority
of the votes or the eldest, in case of a tie vote, will be
chosen. If, at the end of the voting procedure, Directors,
meeting the independence requirements or meeting the gender
balance requirements are not elected in sufficient numbers,
the candidate elected with the lowest ratio who does not meet
the independence requirements or the candidate with the lowest
ratio whose election would result in a gender imbalance, shall
respectively be excluded in the first and second case. The ex
cluded candidates shall be replaced by the next candidates in
the ranking, whose election would meet the provisions related
to the independence requirements and the gender balance re
quirements. This procedure shall be repeated until the number
of Directors to be elected is reached. In the event that, hav
ing adopted the criteria set out above, it is not possible to
reach the number of Directors to be appointed, the Sharehold
ers' Meeting shall appoint the missing Directors immediately

by way of a resolution adopted by simple majority upon recom-

mendation of the members in attendance.
a.2) If only one list is presented, all the directors shall be
chosen, in numerical order, only from the submitted list, pro
vided that it obtains a majority of the votes. If, after fol
lowing the above procedure, not enough Directors are appointed
who meet the independence requirements, or satisfy the gender
balance criteria, the Shareholders' Meeting shall proceed, in
the first case, to exclude the candidate elected with the low
est ratio who does not meet the independence requirements and,
in the second case, to exclude the candidate with the lowest
ratio whose election would result in a failure to meet the
gender balance criteria; after the above exclusions, the Meet
ing shall forthwith appoint the missing Directors by simple
majority resolution upon recommendation of the members in at
tendance.
b) if, as per the aforementioned appointment procedure, at
least two members in possession of the independence requisites
established by applicable legislation are not elected, the
last of those elected taken from the list which has obtained
the highest number of votes expressed by the shareholders af
ter the first and which is not connected in any way, not event
indirectly, with the shareholders who have presented or voted
for this latter list shall have to be replaced by the first
candidate listed subsequently on this list who has these req-

uisites and, if following this replacement a member in posses
sion of the independence requisites established by the appli
cable legislation still has to be elected, the last of those
elected not in possession of these requisites taken from the
list which has obtained the highest number of votes shall have
to be replaced by the first candidate listed subsequently on
this list who has these requisites;
c) if the Board of Directors elected as above does not permit
the observance of the balance between genders envisaged by
current legislation, the last members elected of the more rep
resented gender, of the first list by number of votes cast by
the shareholders, fall from office in the number necessary to
ensure the observance of the requirement and are replaced by
the first candidates not elected on the same list of the gen
der represented the least. In the absence of candidates of the
less represented gender on the first list by number of votes
cast by shareholders in a number sufficient to go ahead with
replacement, the aforementioned criteria will apply to the
successive lists progressively voted for the most from which
the elected candidates have been taken. If, applying the above
criteria, it is not however possible to identify suitable re
placements, the shareholders' meeting supplements the body
with the legal majorities, ensuring the satisfaction of the
requirement of the balance between genders envisaged by cur
rent legislation;

d) the list voting appointment method envisaged above is ap
plied in the sole case of complete renewal of the Directors;
with regard to the appointment of Directors not appointed for
any reason in accordance with the above procedure, the share
holders' meeting resolves with the legal majority in ob
servance of the legislative requirements regarding gender rep
resentation;
this requisite also applies to co-opting carried out by the
same Board of Directors as per applicable legislation.
If, due to resignation or for other reasons, more than half of
the Directors appointed by the Shareholders' meeting fall from
office, the entire Board shall be understood to have fallen
and the shareholders' meeting must be called immediately to
re-appoint all the Directors pursuant to the voting list sys
tem provided for by this article. The Directors who remain in
office may in the meantime perform the activities in the ordi
nary course of business.
- Article 12 -
Calling and holding of meetings
of the Board of Directors
The meetings of the Board of Directors can be held outside It
aly, provided that they are held in one of the member states
of the European Union, and are called by the Chairman or at
least two Directors, via registered letter, telegram, telex,
fax or e-mail message, to be sent at least two days before the

date established for the meeting.

In the event of the absence or unavailability of the Chairman, the Board is chaired by the Deputy Chairman or the most senior Director in age. The Board may appoint a company Secretary, who can also be from outside the board members. It is possible for Board Meetings to be held via teleconference and/or video-conference facilities, provided that all the participants can be identified and they are permitted to follow the discussion and intervene in real time with regard to the business being dealt with. These requirements having been satisfied, the Board Meeting is considered to be held in the location where the Chairman and also the Secretary to the meeting are found, so as to permit the drawing up and signing of the minutes in the related minutes' book. Board meetings satisfy quorum requirements if - also in the absence of formal calling - all the Directors in office and all the Statutory Auditors are present. - Article 13 - Validity of board resolutions With regard to the validity of the Board resolutions, the presence of the majority of the Directors in office is necessary. Resolutions are adopted by means of the majority of those present and in the event equal votes are cast, the vote of whom-

ever chairs the meeting prevails.

- Article 14 -
Powers of the management body
The Board of Directors has all the powers of ordinary and ex
traordinary business of the Company, with the exception of
those specifically reserved by law to the shareholders' meet
ing.
Within the limits of the law, the Board of Directors may also
appoint one or more Chief Executives, establishing the powers
included in the sphere of those due to them and within the le
gal limits (Article 2381 of the Italian Civil Code).
The Board of Directors may, according to the legal forms,
adopt any resolution concerning the adaptation of the Articles
of Association to legislative provisions.
The Board of Directors:
(i) may, according to the legal forms, appoint one or more
General Managers, Attorneys, establishing their related duties
and powers;
(ii) appoints, upon the proposal of the Chief Executive Of
ficer, and in any event having consulted the Board of Statuto
ry Auditors on a mandatory basis, the Executive in charge of
drawing up the Company's accounting documents, establishing
the related duties and powers. The Executive in charge of
drawing up the Company's accounting documents must have the
good standing requisites envisaged for the Directors and have

acquired significant professional experience with regard to
administration and finance. The Executive remains in office
for a three-year period or a shorter duration established at
the time of appointment; he/she may be re-appointed.
The Executive in charge of drawing up the Company's accounting
documents takes part in the meetings of the Board of Directors
and the Executive Committee, if established, which envisages
the handling of the matters for which the same is responsible.
The Board of Directors may delegate its powers to an Executive
Committee made up of some of its members. The Board of Direc
tors must report quarterly to the Board of Statutory Auditors
on the activities carried out and on the most significant eco
nomic, financial and equity transactions performed by the Com
pany or the subsidiaries; in detail, they must report on
transactions involving a potential conflict of interest, by
means of a written report sent to the domicile of the auditors
or via online transmission procedures.
- Article 15 -
Legal representation of the Company
The legal representation of the Company in dealings with third
parties and before the legal authorities is due to the Chair
man of the Board of Directors, the Deputy Chairman, if ap
pointed, in the event of the absence and/or unavailability of
the Chairman and any Chief Executive Officers, within the lim
its of the power granted them.

The effective exercise of the power of representation by the
Deputy Chairman in itself bears witness to the absence or una
vailability of the Chairman and exonerates third parties from
any ascertainment or responsibility in this regard. In the
event of the appointment of several Deputy Chairmen, the Board
itself will determine the methods for replacing the Chairman.
- Article 16 -
Financial Statements
The accounting period ends on 31 (thirty-one) December of each
year.
At the end of each accounting period, the management body
draws up the financial statements comprising the balance
sheet, income statement and explanatory notes, in observance
of the provisions of the law.
- Article 17 -
Profits
The shareholders' meeting approves the financial statements
and resolves with regard to the allocation of the profits,
subject to allocation of 5% (five percent) of the annual prof
its to the legal reserve, until the same has reached one-fifth
of the share capital.
- Article 18 -
Board of Statutory Auditors
The Board of Statutory Auditors is made up of three Statutory
Auditors and two Alternate Auditors ensuring the balance be-

tween genders as per current legislation. The Statutory Audi
tors remain in office for a three-year period and may be re
appointed. The fall from office of the Statutory Auditors due
to expiry of the term only becomes effective when the Board
has been re-established. Pursuant to Article 1.2, letters b)
and c) of the regulations pursuant to Italian Minister of Jus
tice Decree No. 162 dated 30 March 2000, the sectors of activ
ities and the matters pertaining to telecommunications, elec
tronic communications in general, media, software and IT ac
tivities, as well as matters pertaining to private and admin
istrative law disciplines, economic disciplines and those re
lating to the business organisation, are considered strictly
pertinent to that of the Company.
Board of Statutory Auditors' meetings may also be held with
the aid of telecommunications mediums, in observance of the
formalities as per Article 12 (Calling and holding of Board
Meetings) of these Articles of Association.
The shareholders' meeting which appoints the Statutory Audi
tors and the Chairman of the Board of Statutory Auditors es
tablishes the emolument due to the same. The appointment of
the Board of Statutory Auditors takes place on the basis of
lists presented by the shareholders, in which five candidates
must be indicated, three for the office of Statutory Auditor
and two for the office of Alternate Auditor, listed by means
of a consecutive number, in order of professional seniority

and in observance of current legislation regarding balance be-

tween genders.
Each shareholder may submit, or jointly submit, one list only,
even if via third parties or through trust companies. Each
candidate may be present on one list only or be disqualified.
Shareholders are only entitled to present lists if, alone or
together with other shareholders, they represent at least the
percentage of the shares with the right to vote during ordi
nary shareholders' meetings envisaged by applicable legisla
tion, which shall be indicated in the notice for the calling
of the meeting. The lists presented by the shareholders must
be deposited, as will also be indicated in the notice of call
ing, at the Company's registered offices by the twenty-fifth
day prior to the date of the meeting called to resolve on the
appointment of the members of the Board of Statutory Auditors.
If, at the expiry of the aforementioned deadline, just one
list has been presented, or only lists presented by sharehold
ers who are connected as per the applicable legislation, lists
can be presented up to the third day after this date, and the
investment percentage envisaged for the presentation of the
lists is reduced by half.
Each list shall have to be accompanied by the information re
quired by applicable legislation and indicate the identity of
the shareholders who have presented the same, the total in
vestment percentage owned and a certificate which proves the

ownership of said investment, as well as a declaration of the
shareholders other than those who hold, also jointly, a rela
tive controlling or majority interest, bearing witness to the
absence of the connecting relationships with the latter as en
visaged by applicable legislation.
In-depth information on the personal and professional charac
teristics of the candidates must be provided at the bottom of
the list presented by the shareholders, or attached to the
same.
The declarations by means of which the individual candidates
accept their candidature and declare, at their own liability,
the inexistence of causes of ineligibility or incompatibility
as well as the existence of the requisites of good standing
and professionalism prescribed for the office by applicable
legislation and the Articles of Association, must be filed to
gether with each list.
Lists presented without observing the above instructions,
shall be considered as not presented.
Each shareholder may vote for one list only, even if via third
parties or through trust companies.
Those who cover the role of Statutory Auditor in five listed
companies cannot undertake the office of Auditor in the Compa
ny. The Statutory Auditors can undertake other management and
audit appointments within the limits established by applicable
legislation.

At least one of the Statutory Auditors and at least one Alter
nate Auditor must be chosen from those listed on the official
register of auditors with at least three years' experience in
the auditing of accounts. Auditors failing to meet the afore
mentioned condition must have a total of at least three years'
experience in specific company purpose-related duties. Specif
ic company purpose-related duties are understood to be all
those referable to the corporate purpose as per Article 3
(Corporate Purpose) in these Articles of Association and in
any event those relating to the telecommunications sector.
They are elected as follows:
a) two Statutory Auditors and one Alternate Auditor are elect
ed from the list receiving the most votes, in the order in
which they appear on said list;
b) the third Statutory Auditor shall be the candidate for the
related office in first place, among the Statutory Auditors,
on the list which has received the most votes after the first,
from among the lists presented and voted for by shareholders
who are not connected, even indirectly, with the shareholders
who have presented and voted for the list in first place due
to number of votes;
c) the second Alternate Auditor shall be the candidate for the
related office indicated as first, among the Alternate Audi
tors, on the same minority list indicated above.
In the event of equal votes between the lists presented and

voted for by shareholders who are not connected, even indi
rectly, with the shareholders who have presented and voted for
the list in first place due to number of votes, the candidate
on the list which has been presented by shareholders in pos
session of the majority investment or, alternatively, by the
highest number of shareholders, shall be elected.
The chairmanship of the Board of Statutory Auditors goes to
the candidate for the office of Statutory Auditor in first
place on the list which has received the most votes after the
first, from among the lists presented and voted for by share
holders who are not connected, even indirectly, with the
shareholders who have presented and voted for the list in
first place due to number of votes;
c) the second Alternate auditor will be the candidate to the
respective role indicated in first place, among the Alternate
Auditors, in the same minority list referred to in the previ
ous point.
In the event of equal votes between the lists presented and
voted for by shareholders who are not connected, even indi
rectly, with the shareholders who have presented and voted for
the list in first place due to number of votes, the candidate
on the list which has been presented by shareholders in pos
session of the majority investment or, alternatively, by the
highest number of shareholders, shall be elected.
The chairmanship of the Board of Statutory Auditors goes to

the candidate for the office of Statutory Auditor in first
place on the list which has received the most votes after the
first, from among the lists presented and voted for by share
holders who are not connected, even indirectly, with the
shareholders who have presented and voted for the list in
first place due to number of votes.
If just one list is presented, the first three candidates in
consecutive order shall be elected Statutory Auditors by ma
jority, and the fourth and fifth candidates shall be appointed
Alternate Auditors; the chairmanship of the Board of Statutory
Auditors will go to the first candidate.
If the Board of Statutory Auditors elected as above does not
permit the observance of the balance between genders envisaged
by current legislation, the last members elected from the ma
jority list of the gender represented the most fall from of
fice in the number necessary to ensure the observance of the
requirement and are replaced by the first candidates not
elected on the same list of the gender represented the least.
In the absence of candidates of the gender represented the
least on the majority list in a number sufficient to go ahead
with replacement, the aforementioned criteria will apply to
the minority lists progressively voted for the most from which
the elected candidates have been taken. If, applying the above
criteria, it is not however possible to identify suitable re
placements, the shareholders' meeting supplements the body

with the legal majorities, ensuring the satisfaction of the
requirement of the balance between genders envisaged by cur
rent legislation.
In the event of early termination of a Statutory Auditor from
office, the same shall be replaced by the Alternate Auditor
elected from among the candidates belonging to the same list
as the Auditor no longer in office in observance of current
legislation regarding balance between genders.
In observance of current legislation regarding the balance be
tween genders, the shareholders' meeting takes steps to ap
point the Statutory Auditors and Alternate Auditors necessary
for supplementing the Board of Statutory Auditors following
early termination from office, as follows:
a) if steps must be taken to replace Auditors elected from the
majority list, the appointment takes place by majority vote,
choosing from among the candidates on the list to which the
Auditors to be replaced belonged, who at least ten days before
the date fixed for the shareholders' meeting in first calling
have confirmed their candidature, together with the declara
tions relating to the inexistence of causes of ineligibility
or incompatibility, as well as the existence of the requisites
of good standing and professionalism prescribed for the office
by applicable legislation and the Articles of Association;
b) if, by contrast, steps must be taken to replace the Statu
tory Auditor appointed by the minority, the shareholders'

meeting shall replace the same by majority vote, choosing from
among the candidates on the list to which the Auditor to be
replaced belonged, who at least ten days before the date fixed
for the shareholders' meeting in first calling have confirmed
their candidature, together with the declarations relating to
the inexistence of causes of ineligibility or incompatibility,
as well as the existence of the requisites of good standing
and professionalism prescribed for the office by applicable
legislation and the Articles of Association.
The new Auditors appointed fall from office together with
those already in office.
The outgoing Auditors may be re-appointed.
- Article 19 –
Transactions with related parties
The Company approves the transactions with related parties in
compliance with the legal and regulatory provisions in force,
as well as its article of association provisions and the pro
cedures adopted in this regard by the Company. The internal
procedures adopted by the Company in relation to transactions
with related parties may envisage that the Board of Directors
approves the transactions of greatest importance despite the
contrary opinion of the independent directors, provided that
the performance of these transactions is authorised, as per
Article 2364.1.5 of the Italian Civil Code, by the sharehold
ers' meeting.

In the above circumstances, as well as in the cases where a
resolution proposal to be submitted to the shareholders' meet
ing in relation to a significant transaction is approved in
the presence of the contrary opinion of the independent direc
tors, the meeting resolves with the majorities envisaged by
law provided that, if the unrelated shareholders present dur
ing the meeting represent at least 10% of the share capital
with the right to vote, the aforementioned legal majorities
are achieved with the favourable vote of the majority of the
unrelated shareholders voting during the meeting. The internal
procedures adopted by the Company in relation to transactions
with related parties may envisage the exclusion from their
sphere of application of urgent transactions, also being the
responsibility of the shareholders' meeting, within the limits
permitted by applicable legal and regulatory provisions.
- Article 20 -
Winding up and liquidation of the Company
The provisions of the law shall be observed for the liquida
tion and allocation of the corporate assets; the liquidation
shall be entrusted to one or more liquidators appointed by the
shareholders' meeting.
If the Company has taken out mortgages, the Company may not be
wound up before they have been paid off.
- Article 21 -
References

With regard to the matters not expressly contemplated in these
Articles of Association, reference is made to the provisions
contained in the Italian Civil Code and to specific laws in
that regard.