Amplifon — Capital/Financing Update 2017

Mar 29, 2017

As per the subscriptions of the share capital gathered on 28 March 2017 in
partial execution of the capital increase of EUR 150,000 approved by the
Board of Directors in a deed notarized by Notary Giuseppe Calafiori on 28
October 2010 in Index 64027/17030 pursuant to the powers granted by the
Extraordinary Shareholders' Meeting in a deed notarized by Notary Giuseppe
Calafiori on 27 April 2006 in Index 54093/12134, the Articles of Association
as updated on 28 March 2017 based on which the share capital subscribed
and paid-in on that date amounts to EUR 4,525,701.72 are hereby
transcribed.
ARTICLES OF ASSOCIATION of
"AMPLIFON S.p.A."
--==oo0oo==--
Art. 1 = A joint stock company is incorporated under the name of
"AMPLIFON S.p.A.".
Art. 2 = The company's purpose is the sale of hearing aids, optical items,
technical and scientific instruments and devices for all applications, with
particular regard to those for use in the medical sector, as well as the
production, design on its own account, study and sale of any other electronic
and non-electronic devices, equipment, remedy or product, for curative,
health, educational and rehabilitative purposes as well as prevention and
protection in the workplace and in research laboratories and for the
protection of the individual; the production and sale of sound booths and
noise-insulation products for use in any sector; and the provision of
technological support to the national health service.
The company may promote and organize industrial and market research,

organize refresher and educational courses, coordinate and perform scientific
research on its own account and that of third parties into the items produced,
sold and studied by the company, within the limits of Law 1815/1939, and it
may carry out publishing activities, nonetheless excluding the publication of
daily newspapers.
It may also carry out the maintenance, repair and construction and assembly
of accessory or related parts, both to secure the customer base and to
facilitate marketing and penetration of the respective markets.
The company may act on its own account and in representation of others or
under commission from others.
The company may undertake all commercial, industrial and financial
transactions and those involving movable and immovable properties which
are deemed by the Board of Directors necessary or useful in order to attain
the company's business purpose; it may also grant secured or unsecured
endorsements, sureties and guarantees of any kind to any person for its own
obligations and those of others.
In any case, the company is expressly forbidden from the professional
provision of investment services to the general public, as defined under
Decree 58/1998 and subsequent amendments and additions thereto, and
from any kind of activity that legally requires specific authorization unless
already obtained.
Lastly, the company may invest in enterprises, entities or companies which
are functionally related to achieving the business purpose, and may take part
in consortia and cooperative companies and enter into partnership
arrangements, in compliance with current legislation and therefore explicitly

excluding the exercise of the above financial and investment activities which
are prohibited under law.
Art. 3 = The company's registered office is in Milan, Italy.
The company is entitled to open and close branches, agencies or
representative offices, including abroad, and secondary offices, in
accordance with the rules and procedures applicable on each occasion.
Art. 4 = The shareholders shall be domiciled for the purposes of their
relationship with the company at the address shown in the shareholders'
register.
Art. 5 = The company's duration is fixed until 31 December 2100 and may be
extended.
Art. 6 = The company's share capital is Euro 4,525,701.72 (four million, five
hundred and twenty-five thousand, seven hundred and one, seventy-two
cents), divided into 226,285,086 (two hundred and twenty-six million, two
hundred and eighty-five thousand, eighty-six) shares with a nominal value of
€ 0.02 (zero point zero two) each.
The Extraordinary Shareholders' meeting held on 27 April 2006 voted:
- to grant the Board of Directors, for a period of five years from the date of the
resolution, the power, pursuant to Article 2443 of the Italian Civil Code, to
increase share capital for cash, on one or more occasions, by a maximum
amount of € 150,000.00 (one hundred fifty thousand) at par, by issuing up to
7,500,000 (seven million five hundred thousand) shares of a nominal value of
€ 0.02 (zero point zero two) each, with ordinary dividend rights, to be offered
for subscription to employees of the company and its subsidiaries, to be
identified with regard to the strategic importance of the position held within

the Group; this capital increase shall exclude rights as allowed by the last
paragraph of Article 2441 of the Italian Civil Code and Article 114-bis and
paragraph 2, Article 134 of Decree 58/98 and any amendments or additions
thereto; resolutions passed in relation to the capital increase shall state that,
if the capital increase approved in execution of the authority to increase
share capital is not subscribed within the time limits established on each
occasion (in any case not after 31 December 2020), the share capital will be
increased by the amount of the subscriptions received by those deadlines.
Pursuant to the power granted to the Board of Directors by the Extraordinary
Shareholders' Meeting held on 27 April 2006, during the meeting held on 28
October 2010 the Board of Directors resolved to increase share capital for
cash, on one or more occasions, by a maximum amount of € 150,000.00
(one hundred fifty thousand) at par, by issuing up to 7,500,000 (seven million
five hundred thousand) shares of a nominal value of € 0.02 (zero point zero
two) each, with ordinary dividend rights, to be offered for subscription to
employees of the company and its subsidiaries, to be identified with regard to
the strategic importance of the position held within the Group; this capital
increase shall exclude rights as allowed by the last paragraph of Article 2441
of the Italian Civil Code and Article 114-bis and paragraph 2, Article 134 of
Decree 58/98 and any amendments or additions thereto. Any shares issued
pursuant to this resolution must be placed no later than 30 April 2019 in
accordance with the terms and conditions as per the "Stock Option Plan
2010-2011" approved by the Company's Shareholders' Meeting in ordinary
session.
As of March 28th, 2017 the amount of € 140,356 (one hundred and forty

thousand and three hundred fifty-six) with the correspondent issuance of
number 7,017,800 (seven million, seventeen thousand and eight hundred)
ordinary shares with a nominal value of € 0.02 (zero point zero two) has been
subscribed and paid-in with reference to this capital increase.
On 16 April 2014 the Shareholders, meeting in Extraordinary Session,
resolved to grant to the Board of Directors the power, pursuant to Art. 2443 of
the Italian Civil Code, to increase the share capital without consideration, for
a period of five years from the date of the resolution, on one or more
occasions, for up to a maximum nominal amount of Euro 100,000.00, through
the issue of a maximum of 5,000,000 ordinary shares with a nominal value of
Euro 0.02 each, with voting rights, to be assigned to employees of Amplifon
S.p.A. and/or its subsidiaries, pursuant to Art. 2349 of the Italian Civil Code,
as part of the Company's current and future stock-based incentive plans.
These capital increases must be made using the earnings or available
reserves shown in the last financial statements approved each time.
If the shareholders' meeting so resolves, share capital may be increased by
issuing shares with different rights to those already in circulation, and for
settlement in a form other than in cash, within the limits allowed by law and
also pursuant to Art. 2441, 4th paragraph, second part of the Italian Civil
Code, with respect to the terms, conditions and procedures provided for
therein; the Extraordinary Shareholders' Meeting may also grant the
Directors the power – pursuant to and in accordance with Art. 2443 of the
Italian Civil Code. – to proceed with a capital increase, free or otherwise, with
or without option rights, including in accordance with Art. 2441, 4th paragraph
(second part) and 5th paragraph of the Italian Civil Code In compliance with

current limits and regulations, meaning in accordance with the principles
established by the Interministerial Committee for Savings and Credit, the
company may accept loans from shareholders and/or receive payments from
the same, with or without the obligation to repay them and without the
payment of interest, except as otherwise resolved in shareholders' meetings.
Art. 7 = Every share is indivisible and registered.
If allowed by prevailing law, shareholders may request at their own expense
to convert their registered shares into bearer shares.
Art. 8 = The shares can be freely sold and transferred.
The right of withdrawal may be exercised only in cases where it is
unconditionally allowed by law. The right of withdrawal does not apply to
resolutions concerning the extension of the company's duration, and the
introduction, amendment or removal of restrictions on the circulation of
shares.
Art. 9 = Ordinary and extraordinary shareholders' meetings, which may be
called in a place other than the company's registered office provided
within Italy, are governed by the law and this article.
Shareholders' meetings are called by publishing a notice on the company's
website or in accordance with the modalities referred to in Consob
regulations within the time limit required by the law pursuant to Art. 113-ter,
paragraph 3 of Legislative Decree 58/1998.
The same notice may set another date for a possible second calling of the
meeting, and, where allowed by law, also the date for a third calling.
The ordinary shareholders' meeting must be called at least once a year,
within one hundred twenty days of the end of the financial year or, when

specific legal requirements are met, within one hundred eighty days of the
end of the financial year.
The Directors shall set out the reasons for the delay in the report drawn up in
accordance with Article 2428 of the Italian Civil Code.
The extraordinary shareholders' meeting can create classes of shares
carrying different rights from the ordinary ones. More specifically, it is
possible to issue preference shares which enjoy preferential treatment in the
distribution of earnings and repayment of capital.
In addition, the company is entitled to issue bearer or registered bonds in the
manner and form allowed by law.
Art. 10 = Attendance rights and exercise of voting rights during the
shareholders' meeting are governed by law and the terms indicated in the
notice of call. Those in possession of voting rights may be represented via a
written proxy submitted in accordance with the law. The proxy may be made
via e-mail, in accordance with specific regulations issued by the Ministry of
Justice, as per the terms and conditions indicated in the notice of call. The
related documents will be held in Company archives.
Art. 11 = The shareholders' meeting is presided over by the Chairman of the
Board of Directors or, if absent or unable, by another person elected by
majority vote of the meeting's participants. The Chairman is assisted by a
secretary, who need not be a shareholder and who is appointed in the same
way.
Art. 12 = The formation of shareholders' meetings and validity of their
resolutions, both in ordinary and extraordinary session, are governed by law.
Art. 13 = 1. – Pursuant to article 127-quinquies of Legislative Decree.

58/1998, ("TUF"), each share held by the same party for an uninterrupted
period of no less than twenty-four months starting from the date of
registration on the list contemplated in paragraph 2 below shall be assigned
two votes. Parties entitled to the voting right may irrevocably waive, fully or in
part, the increased votes for the shares they hold.
2. – The fulfilment of the conditions for attribution of the increase vote is
verified by the management body – and, on its behalf, by the Chairman or
Executive Directors, also through appropriately delegated Proxies, – based
on the results of a specific list ("List") kept by the Company, in compliance
with the current laws and regulations, in line with the provisions below:
a) shareholders intending to register on the List shall provide the Company
with the certification required by Article 83-quinquies, Paragraph 3 of
TUF;
b) the Company shall record the registration into the List by the 15th day of
the month following the one during which the shareholder's request –
complete with the aforementioned certification - was received;
c) the List shall include the identification details of the shareholders
requesting to be registered and the number of shares for which
registration was requested, detailing the relevant transfers and
restrictions, as well as the registration date;
d) after the registration request: (i) the intermediary shall notify the Company
of the transfer of shares with increased voting rights, also in order to
comply with the provisions of Article 85-bis of the Issuer Regulation; (ii)
the holder of the shares that have been registered into the List – or the
owner of the right in rem that confers voting rights – shall promptly notify

the Company of any termination of increased voting rights or their
relevant prerequisites;
e) after twenty-four months from the date of registration into the List and if the
relevant prerequisites still apply, each share registered into the List shall
allocate two votes in all ordinary and extraordinary shareholders'
meetings whose record date (pursuant to Art. 83-sexies TUF) occurs after
the expiry of the aforementioned twenty-four month deadline;
f) the List is updated with intermediaries' notifications, pursuant to TUF and
relevant implementation rules, as well as with any notifications received
from shareholders, in compliance with provisions of Article 85-bis,
paragraph 4-bis of Consob Resolution No. 11971 dated 14 May 1999
(Issuer Regulation);
g) the List is updated by the 15th day of the calendar month following: (i) the
event that determines the loss of increased voting rights or the non
vesting of such rights within twenty-four months with subsequent
cancellation from the List; or (ii) the vesting of increased voting rights at
the expiry of the twenty-four month term from registration into the List,
with subsequent registration into a dedicated section of the List which
states all identification data for shareholders with increased voting rights,
the number of shares with increased voting rights, indicating any relevant
transfers and restrictions connected to them, as well as any waivers and
the date on which increased voting rights were granted;
h) the List's records can also be made available to shareholders in a
commonly used electronic format, upon request;
i) the Company shall announce, by publishing them on its website, the

names of the shareholders with shareholdings exceeding the thresholds
set out in article 120, paragraph 2 of TUF, which have requested to be
registered on the List, indicating their investments and the date of
registration on the List, along with all other information required by current
laws and regulations, without prejudice to the other disclosure obligations
of the holders of relevant shareholdings.
3. – The transfer of shares against payment or free of charge, including the
establishment or disposal of partial rights on shares by virtue of which the
voting right is taken from shareholders registered on the List, or direct or
indirect sales of controlling shareholdings in companies or entities holding
shares with increased votes exceeding the threshold set out by Article 120,
paragraph 2 of Legislative Decree 58/1998, shall result in the loss of the
increased vote.
4. – The increased voting right:
(i) shall be maintained in case of succession pursuant to death and in case
of the merger or demerger of the holder of the shares;
(ii) shall extend to newly issued shares in the case of a capital increase
pursuant to article 2442 of the Italian Civil Code;
(iii) may also apply to shares assigned in exchange for those to which the
increased vote is attributed, in the case of merger or demerger, where
such condition is provided for in the relevant plan;
(iv) shall also be proportionately extended to the shares issued in execution
of a capital increase by means of new contributions.
5. – The increased voting right shall also be calculated to determine the
quorums required for convening and passing resolutions of shareholders'

meetings referring to share capital quotas, but shall not affect rights other
than voting rights due as a result of possession of certain capital quotas.
Art. 14 = The company shall be run by a Board of Directors, comprising
between three and eleven members, as decided by the shareholders in
shareholders' meetings.
Art. 15 = Members of the Board of Directors are appointed for a maximum
period of three years; they are reappointed and replaced in accordance with
the law and are eligible for re-election.
The members of the Board of Directors are elected on the basis of candidate
lists submitted by individual shareholders and/or groups of shareholders
owning at least 2.5% of the share capital, or any smaller amount established
by inviolable provision of law or regulation.
The members of the Board of Directors must possess the professionalism,
honorability and independence required under the law; in particular, at least
one member of the Board of Directors, or two if the Board has more than
seven members, must meet the independence criteria established for
Statutory Auditors by the law in effect at that time.
Loss of independent status will require the Director to step down, but without
prejudice to the obligation to notify the Board of Directors immediately, that
principle does not apply if independent status is still held by the minimum
number of Directors required to meet such criteria by the law in effect at that
time.
The Board of Directors is appointed based on the lists presented in
accordance with the subsequent paragraphs and in compliance with the law
in effect at the time relating to gender equality, rounding up the number of the

least represented gender in the event application of the gender quotas does
not result in a whole number.
The lists which contain a number of candidates equal to or more than three
must be composed of both genders in accordance with the quotas
established under the law in effect (rounding up in the event of a fractional
number).
One member of the Board of Directors is elected from the minority list
obtaining the highest number of votes which is not associated, even
indirectly, with the shareholders who have submitted or voted for the winning
list.
The lists must specify which candidates qualify as independent as defined by
the law and the Articles of Association, which shareholders submitted the
lists, and the percentage of shares they cumulatively hold.
For the purposes of selecting the winning candidates, account is not taken of
lists that fail to obtain a percentage of votes equal to at least half that
required for the submission of lists.
The lists submitted, on which the candidates are numbered sequentially,
must be filed at the company's registered office at least twenty-five days
before the date set for the shareholders' meeting.
The lists will be published on the Company's website, as well as in
accordance with the methods indicated in Consob regulations pursuant to
Art. 147-ter, paragraph 1-bis of Legislative Decree. 58/1998 at least twenty
one days prior to the date of the meeting. Each shareholder who submits a
list or is party to a list must submit the certificate issued by the authorized
intermediary, by the legal deadline set for the Company's publication of said

lists.
Each shareholder may submit or take part in the submission of one list only. Shareholders who are members of a single voting syndicate, as defined by
Art. 122 of Legislative Decree 58 of 24 February 1998 (TUF) and its
amendments, and likewise the parent company, subsidiaries and sister
companies, may submit or take part in the submission of a single list.
Participation and votes expressed in violation of the above will not be
attributed to any list.
Attached to each list shall be a description of the candidates' professional
background, information on their personal traits and professional
qualifications, and statements in which the individual candidates agree to run
and declare, under their own responsibility, the absence of causes of
ineligibility and disqualification, their fulfilment of the prerequisites required by
law or the company's Articles of Association and, if applicable, their status as
independent pursuant to current regulations.
Any lists that fail to observe the above conditions will be treated as never
submitted.
Each candidate may appear on one list only or will be disqualified.
All open directorships are filled from the list obtaining the majority of votes
cast, in the order in which candidates are listed, with the exception of one
directorship which is filled by the first candidate with independent status on
the list receiving the second highest number of votes which is not associated,
even indirectly, with the shareholders who have submitted or voted for the
winning list.
The above rules for electing the Board of Directors do not apply if at least two

lists have not been submitted or voted for, or at shareholders' meetings
called to replace Directors during their term of office.
If a single list is submitted, the procedure described above is disregarded and
the shareholders resolve, with the majority votes required by law, to fill all
open directorships (in the number previously determined by the
shareholders) from that list in the order in which the candidates are
presented; at least as many shareholders as are required by the law in effect
at that time must qualify as independent pursuant to Art. 148, paragraph 3 of
Legislative Decree 58 of 24 February 1998 (TUF).
In the event that after the list voting or voting for the only list presented is
completed the composition of the Board of Directors fails to comply with the
law relating to gender balance, the last candidate elected with the greatest
number of votes, based on the order in which he/she appears on the list, will
be substituted by the first candidate of the least represented gender not
elected on the same list, based on the order in which they appear. This
procedure will be adhered to until it is assured that the composition of the
Board of Directors complies with the law in force at the time with regard to
gender balance.
If no lists are submitted or if the preference list system produces fewer
candidates than the minimum number of Directors stated in the Articles of
Association, and in the event that through list voting the number of directors
of the least represented gender fails to comply with the law in force at the
time, the Board of Directors is elected or completed, respectively, by the
majority votes established by law, as long as the gender balance called for in
the current law is achieved and as long as the presence of the minimum

number of directors qualifying as independent under the law in effect at the
time is guaranteed.
If one or more Directors leaves office during the year, for any reason, the
remaining Directors shall proceed in accordance with Art. 2386 of the Italian
Civil Code. If one or more of the outgoing Directors was elected from a list
that also included candidates who were not elected, the Board of Directors
shall replace the Director(s) by appointing, in sequential order, the person(s)
on the list to which the former Director belonged who is/are still eligible and
willing to accept the position. Should an Independent Director leave office,
the position will be filled, if possible, by the first independent candidate not
elected from the list to which the outgoing Director belonged. In any case the
Board will appoint the number of independent directors needed to ensure
compliance with the law in effect at the time relating to the total number of
independent directors and gender quotas.
If the Board of Directors loses a majority of its members due to resignation or
any other cause, the entire Board shall leave office and a shareholders'
meeting shall be called without delay to fill all positions by vote.
The Board of Directors shall remain in office only for the conduct of acts of
ordinary administration until the shareholders' meeting has decided on the
new Directors and the majority of the new Directors have accepted their
appointment.
Art. 16 = If the shareholders' meeting has not already done so at the time of
appointing or reappointing the Board of Directors, the Board of Directors
elects a Chairman from among its members every time it is appointed or
reappointed and, if it deems so fit, a Vice Chairman authorized to act as the

Chairman's Deputy.
The Board of Directors may also appoint a secretary who need not be a
shareholder.
Art. 17 = Board meetings are held either at the company's registered office
or elsewhere, every time the Chairman, or his or her deputy, deems so fit, or
when either at least one Statutory Auditor or at least one of the Directors so
requests.
The Board of Directors may also meet by teleconference, as long as all
participants can be identified and are permitted to follow and participate in
the discussion in real time. In this case, the meeting is considered to have
been held in the place where the Chairman is and where the secretary must
also be located for the purposes of drawing up and signing the minutes in the
minute book.
Board meetings are validly formed if attended by at least half of the Directors,
while resolutions are passed by majority vote of the Directors in attendance;
in the event of a tied vote, the Chairman shall have the casting vote.
Art. 18 = Board meetings are called by the Chairman, or his Deputy, by letter
to be sent to the domicile of each Director and Statutory Auditor at least five
days in advance of the meeting. In urgent cases meetings may be called at
least one day in advance by telegram, telex, fax or electronic mail with proof
of receipt. If the company is listed on the stock market, the Board of Directors
or Executive Committee, if appointed, may also be called by the Board of
Statutory Auditors, or by two members of the same, after giving prior notice
to the Chairman of the Board of Directors.
Art. 19 = Unless otherwise decided by the shareholders' meeting at the time

of appointing the Board of Directors, the latter is invested, within the limits
established by law, with the broadest powers for the company's ordinary and
extraordinary administration, and of decision without any restriction, including
the power to give guarantees and sureties to third parties, as allowed by
paragraph 5, Article 2 of these Articles of Association.
Without prejudice to the provisions of Articles 2420-ter and 2443 of the Italian
Civil Code, the Board of Directors shall have exclusive authority for passing
resolutions, nonetheless in accordance with Article 2436 of the Italian Civil
Code, to open and close secondary offices, to specify which one of the
directors shall be the company's representative, to reduce share capital in the
event of shareholder withdrawal, to amend the articles of association for
regulatory changes, to transfer the registered office within Italy, and to
approve mergers in the cases described in Articles 2505 and 2505-bis of the
Italian Civil Code, including as referenced with regard to demergers in Art.
2506 ter.
The Board of Directors and Board of Statutory Auditors shall receive a report
at least once every three months during directors' meetings that covers the
business general performance, its outlook and the transactions of greatest
impact on profitability, assets and liabilities and financial position, with
particular regard to transactions in which the Directors have a direct or third
party interest and which are influenced by any party that directs and
coordinates the company. This report, which also refers to the company's
subsidiaries, may also be presented by those Directors with executive
powers.
For the sake of timeliness, the report to the Board of Statutory Auditors may

also be made directly or during meetings of the Executive Committee.
Art. 20 = The Chairman of the Board of Directors, the Vice Chairman, and
any Executive Director(s) shall represent the company individually before
third parties and in a court of law and shall be entitled to sign on its behalf.
These persons, again on an individual basis, are delegated with the power to
decide regarding legal actions, including appeals and annulments, and to act
as plaintiff and defendant and appoint lawyers in civil, criminal and
administrative proceedings, with the power to abandon such proceedings,
reach settlements, and accept arbitration judgments and friendly agreements.
Art. 21 = The Board of Directors may delegate its functions and powers,
within the limits set by Article 2381 of the Italian Civil Code, to a committee
consisting of some of its members, to the Chairman or to another of its
members, including on a cumulative basis, establishing the related
remuneration. The Board of Directors is also entitled to appoint managers
and attorneys for specific deeds or categories of deed.
The Board of Directors, as well as the Executive Committee, may set up one
or more committees, with purely consultative and/or proposal-making
functions, such as for example a Remuneration Committee for Directors
invested with particular duties and for determining the policy to apply to the
company's top management, which shall consist primarily of non-executive
Directors and provide the Board with suitable recommendations, and an
Internal Control Committee, on which a suitable number of non-executive
Directors sit, who act in a consultative capacity and make recommendations
particularly with regard to reports by the Independent Auditors and persons
responsible for internal control and the choice of and work performed by the

Independent Auditors.
Art. 22 = The Directors are entitled to be reimbursed for any expenses
incurred in connection with their office.
The shareholders' meeting may also grant them extraordinary or periodic
indemnity and remuneration, including in relation to profits.
Art. 23 = The Board of Directors, subject to the mandatory but non-binding
opinion of the Board of Statutory Auditors, appoints the Manager charged
with preparing company's financial reports in accordance with Art. 154 bis of
Legislative Decree 58 of 24 February 1998 (TUF).
Those eligible for the position of financial reporting officer are executives with
at least three years' executive-level experience in administration/accounting
and/or finance and/or control at the company and/or its subsidiaries and/or
other joint-stock corporations.
Art. 24 = The Board of Statutory Auditors consists of three standing
members and two alternate members, who satisfy the requirements
(including those regarding experience, integrity and number of positions held
and those defined by the law in effect at the time relating to gender balance)
stated in laws and regulations.
In the event that after applying the Law the gender quotas fail to reach a
whole number, the number of the least represented gender must be rounded
up to the higher number.
As regards to the requirement of experience, for the purposes of paragraph
3, Article 1 of Ministerial Decree 162 of 30 March 2000 with reference to
paragraph 2 letters b) and c) of said article, "matters strictly associated with
the company's activities" mean commercial law, company law,

microeconomics, public finance and statistics as well as topics relating to the
field of medicine and electronic engineering and disciplines with the same or
similar purpose, while "sectors of activity strictly associated with the sectors
in which the company operates" mean the sectors of producing, wholesaling
and retailing the instruments, equipment and products mentioned in Article 2
above.
The ordinary shareholders' meeting elects the Board of Statutory Auditors
and decides its remuneration.
Apart from the duties envisaged by current legal requirements, the Board of
Statutory Auditors is entitled to express non-binding opinions on the
information received from the Board of Directors concerning transactions
carried out by the company or its subsidiaries having a significant impact on
profitability, assets and liabilities and financial position, and on related-party
transactions.
The Statutory Auditors are domiciled at the company's registered office for
their entire term in office.
The minority shareholders are entitled to elect one standing member of the
Board of Statutory Auditors and one alternate member.
The Board of Statutory Auditors is appointed on the basis of lists submitted
by individual shareholders or groups of shareholders who together hold
voting shares representing at least 2% of the share capital with voting rights
at the ordinary shareholders' meeting, subscribed to as of the date the list is
submitted, or representing a smaller percentage established by inviolable
provision of law or regulation.
The lists must contain the names of the candidates, numbered sequentially,

who may not exceed the number of Statutory Auditors to be elected.
The lists must include candidates for Standing and Alternate Auditor of both
genders in order to ensure the gender balance called for under the law in
effect at the time. The Standing Auditors elected are the first and second
candidates on the list obtaining the highest number of votes and the
candidate obtaining the highest number of votes from among the minority
lists. The alternate auditors elected are the first alternate candidate on the list
obtaining the highest number of votes and the first alternate candidate on the
minority list obtaining the highest number of votes. No shareholder, either
individually or in conjunction with others, may submit more than one list and
no shareholder, or any other party entitled to vote, may vote for more than
one list either directly or through intermediaries. In addition, shareholders
which: i) pursuant to Art. 93 of Legislative Decree 58 of 24 February 1998
(TUF) are in a relationship of control with one another or are controlled by the
same party, even if the controlling party is a natural person; ii) are party to a
shareholders' agreement relevant under the terms of Art. 122 of Legislative
Decree 58 of 24 February 1998 (TUF); or iii) are party to a shareholders'
agreement and are, as defined by the law, parent companies, subsidiaries or
sister companies of another shareholder in the trust, may not submit, alone
or in conjunction with others, more than one list or vote for different lists.
Participation and votes expressed in violation of the above will not be
attributed to any list.
The lists must be filed at the company's registered office at least twenty-five
days before the date set for the shareholders' meeting and published in
accordance with the methods provided for at law and in current regulations at

least twenty-one days prior to the date of the meeting. Each shareholder who
submits a list or is party to a list must submit the certificate issued by the
authorized intermediaries, together with the lists, by the legal deadline set for
the Company's publication of said lists, along with a declaration, under
his/her own responsibility, that there are no connections with the other lists
presented, pursuant to applicable norms and regulations.
Each list must be accompanied by a description of each candidate's career,
personal traits and professional qualifications and by declarations in which
each candidate accepts his/her candidacy and confirms, under his/her own
responsibility, that there are no reasons why he/she may be ineligible for
election or his/her election incompatible and that he/she possesses the
requirements established by law and these Articles of Association.
Notice of the lists and of their accompanying information shall be given in the
forms required by regulations in effect at the time.
Any lists that fail to observe the above conditions will be treated as never
submitted.
Each candidate may appear on one list only or will be disqualified.
The lists with three or more candidates must include candidates of both
genders and at least one third of the candidates (rounded up) for Standing
and Alternate Auditor must be of the least represented gender.
The following persons may not be elected as Statutory Auditors and, if
elected, lose office: a) persons who do not satisfy the requirements
established by the applicable legislation and b) persons who are standing
members of the Board of Statutory Auditors at more than five companies
listed on organized markets in Italy.

The members of the Board of Statutory Auditors are elected as follows:
- from the list obtaining the highest number of votes, two regular auditors and
one alternate auditor will be taken in the order in which they are presented on
the list;
- the third standing member of the Board of Statutory Auditors, who serves as
its Chairman, and the other alternate member are elected in order of
appearance from the list with the second largest number of votes which is not
associated, even indirectly, with the shareholders who submitted or voted for
the winning list, or with shareholders who submitted or voted for the list per
the preceding paragraph.
For purposes of electing the minority auditor in accordance with the above
paragraph, in the event of a tie between lists, the prevailing list is that
submitted by shareholders owning the greatest cumulative interest or, as a
secondary measure, by the greatest number of shareholders, without
prejudice to the law in effect at the time relating to gender balance.
In the event of a tie between two or more lists, provided none of the lists is
associated, even indirectly, with the shareholders who submitted or voted for
the other, a new ballot is held between these lists on which all shareholders
present in shareholders' meeting shall vote. The candidates on the list
winning a simple majority of votes shall be elected.
In the event of death, waiver or loss of office by a member of the Board of
Statutory Auditors, the alternate member belonging to the same list as the
outgoing auditor shall take up office, without prejudice to the law in effect at
the time relating to gender balance.
In the event of replacing the Chairman of the Board of Statutory Auditors, the

chair is taken by the other standing member on the same list as the outgoing
Chairman; if, due to previous or concurrent departures from office, it is not
possible to make the replacement in accordance with the above principles, a
shareholders' meeting will be called to appoint the missing members.
If, in accordance with the preceding paragraph or with law, the shareholders'
meeting is required to appoint missing standing and/or alternate members of
the Board of Statutory Auditors, it shall act as follows: if it is a question of
replacing standing members elected on the majority list, the appointment is
made by majority vote, choosing where possible from the candidates
appearing in the list to which the member being replaced belonged, without
prejudice to the law in effect at the time relating to gender balance.
If just one list has been submitted, the shareholders' meeting casts its vote
on that list; if the list gets the relative majority, the first three candidates
appearing on it are elected as standing members of the Board of Statutory
Auditors, without prejudice to the law in effect at the time relating to gender
balance, while the fourth and fifth names are appointed as alternate
members; the Chairman of the Board of Statutory Auditors is the first
candidate appearing on the list presented; in the event of death, waiver or
loss of office by a standing member of the Board of Statutory Auditors or
replacement of its Chairman, their place is taken respectively by the alternate
member and standing member next appearing on the list.
In the event that the above mentioned procedures do not guarantee that the
number of standing auditors complies with the law in effect at the time
relating to gender balance, the necessary substitutions will be made from the
list that obtained the greatest number of votes based on the sequential order

in which the candidates were listed.
If, by the deadline for submitting lists, the company has received a single list
or only lists submitted by shareholders who are "associated" with one another
as defined in regulations issued by the Commissione Nazionale per le
Società e la Borsa (CONSOB), lists may be presented by the end of the
extended period where provided for. In this case, the minimum share
ownership required for the submission of lists for the election of statutory
auditors is reduced by half.
These circumstances and this possibility will be announced in accordance
with the law.
In the absence of lists, the Board of Statutory Auditors and its Chairman are
elected by the shareholders' meeting with the majorities stated by law.
Outgoing statutory auditors may be re-elected.
Art. 25 = The company's financial year ends on the 31st (thirty-first) of
December of every year.
Art. 26 = After allocating a portion of net profit to the legal reserve, until this
reaches one-fifth of share capital, the rest of net profit shall be distributed to
the shareholders, unless the shareholders' meeting decides otherwise.
The dividends shall be paid by authorized intermediaries in accordance with
the terms established by the shareholders' meeting, pursuant to prevailing
legal requirements. The Board of Directors may vote to distribute advances
on the dividends in the circumstances and manner established by Article
2433-bis of the Italian Civil Code and by Article 158 of Legislative Decree
58/1998.
Dividends not collected within five years of the date they become payable

shall revert to the company.
Art. 27 = In the event of winding up and liquidating the company and
generally any other matter not explicitly covered by these Articles of
Association, the related provisions of law shall apply.
Milan, March 28th, 2017
The Executive Director
Enrico Vita