Biesse

Registration Form • Mar 19, 2018

Adeguamento Statuto Biesse Azioni a voto maggiorato

EXISTING TEXT	PROPOSED TEXT
ARTICLES OF ASSOCIATION	ARTICLES OF ASSOCIATION
of the Limited Company named "BIESSE S.p.A."	of the Limited Company named "BIESSE S.p.A."
NAME – OBJECT – SHARE CAPITAL– DURATION –SHARES	NAME – OBJECT – SHARE CAPITAL– DURATION –SHARES
1) A joint-stock company with the name "BIESSE S.p.A." is	1) A joint-stock company with the name "BIESSE S.p.A." is
established in Pesaro. The registered office may be transferred	established in Pesaro. The registered office may be transferred
to any address in the same municipality by a simple decision by	to any address in the same municipality by a simple decision by
the Board of Directors which is authorised to make the	the Board of Directors which is authorised to make the
subsequent declaration to the Register of Businesses.	subsequent declaration to the Register of Businesses.
The decision of the Board of Directors must be submitted for	The decision of the Board of Directors must be submitted for
the approval of shareholders at the first available Ordinary	the approval of shareholders at the first available Ordinary
Meeting of Shareholders.	Meeting of Shareholders.
The registered office may be transferred to any other	The registered office may be transferred to any other
municipality in Italy or abroad on the approval of shareholders	municipality in Italy or abroad on the approval of shareholders
in Extraordinary Meeting.	in Extraordinary Meeting.
The	The
Board	Board
of	of
Directors	Directors
is	is
authorised	authorised
to	to
approve	approve
the	the
establishment or closure of branch offices, local offices,	establishment or closure of branch offices, local offices,
subsidiaries,	subsidiaries,
agencies,	agencies,
representative	representative
offices	offices
may	may
be	be
established or closed, in Italy or abroad.	established or closed, in Italy or abroad.
2) The Company's object is the construction and sale on its	2) The Company's object is the construction and sale on its
own behalf and on behalf of third parties of machine tools in	own behalf and on behalf of third parties of machine tools in
general, machines or parts of machines for the processing of	general, machines or parts of machines for the processing of
wood and its derivatives and the construction and sale on its	wood and its derivatives and the construction and sale on its
own behalf or on behalf of third parties of industrial	own behalf or on behalf of third parties of industrial
machinery, or parts of machines for the processing of other	machinery, or parts of machines for the processing of other
materials, including glass, marble, metal, metal alloys and	materials, including glass, marble, metal, metal alloys and
similar derivatives and plastics. The Company's objects also	similar derivatives and plastics. The Company's objects also
include the development and sale, on its own behalf and on	include the development and sale, on its own behalf and on
behalf of third parties, of software, precision components and,	behalf of third parties, of software, precision components and,
in general, technology for equipment for the processing of	in general, technology for equipment for the processing of
wood, glass, marble, metals and similar materials, and the	wood, glass, marble, metals and similar materials, and the
provision of client assistance and maintenance services.	provision of client assistance and maintenance services
The Company can acquire interests and shareholdings in other	The Company can acquire interests and shareholdings in other
companies, entities, consortia, associations and businesses,	companies, entities, consortia, associations and businesses,
Italian	Italian
and	and
foreign,	foreign,
which	which
have	have
corporate	corporate
objects	objects
complementary to or similar to its own, also for investment	complementary to or similar to its own, also for investment
purposes, and may provide guarantees, real or personal, and in	purposes, and may provide guarantees, real or personal, and in
particular	particular
surety	surety
for its own	for its own
or	or
third-party	third-party
bonds	bonds
or	or
debentures.	debentures.
The Company can also carry out, on its own behalf or on behalf	The Company can also carry out, on its own behalf or on behalf
of third parties, any transaction, commercial, industrial or	of third parties, any transaction, commercial, industrial or
financial,	financial,
involving	involving
securities	securities
or	or
real	real
estate	estate
considered	considered
necessary or appropriate by the Directors, provided that it is	necessary or appropriate by the Directors, provided that it is

EXISTING TEXT	PROPOSED TEXT
ancillary or instrumental to the corporate objects, with the	ancillary or instrumental to the corporate objects, with the
exception of activities restricted by law. Within the limits and	exception of activities restricted by law. Within the limits and
in the means determined by legislation in force, members may	in the means determined by legislation in force, members may
organise financing for the Company. The financing need not be	organise financing for the Company. The financing need not be
proportional to the shareholding owned. Unless otherwise	proportional to the shareholding owned. Unless otherwise
specified, the financing is understood to be non-interest	specified, the financing is understood to be non-interest
bearing.	bearing.
3) The Company's duration is established until 31 December	3) The Company's duration is established until 31 December
2075 unless it is extended or dissolved prior to that date.	2075 unless it is extended or dissolved prior to that date.
4) The Share Capital is Euro 27,393,042 (twenty-seven million	4) The Share Capital is Euro 27,393,042 (twenty-seven million
three hundred and ninety-three thousand and forty-two)	three hundred and ninety-three thousand and forty-two)
divided into no. 27,393,042 (twenty-seven million three	divided into no. 27,393,042 (twenty-seven million three
hundred and ninety-three thousand and forty-two) ordinary	hundred and ninety-three thousand and forty-two) ordinary
shares each of nominal value of Euro 1. The shares are freely	shares each of nominal value of Euro 1. The shares are freely
transferable in accordance with the applicable laws.	transferable in accordance with the applicable laws.
5) The Company may issue bearer or registered bonds,	5) The Company may issue bearer or registered bonds,
including bonds convertible into equity, shares with warrants	including bonds convertible into equity, shares with warrants
and warrants, in accordance with the law, ascribing to the	and warrants, in accordance with the law, ascribing to the
Shareholders' Meeting the responsibility to determine the	Shareholders' Meeting the responsibility to determine the
methods of placing and settlement of the instrument.	methods of placing and settlement of the instrument.
The Company may also issue, in accordance with the laws in	The Company may also issue, in accordance with the laws in
force, other categories of shares, including shares with no	force, other categories of shares, including shares with no
voting rights, and other financial instruments.	voting rights, and other financial instruments.
6) The shares are registered securities. Each share is indivisible	6) The shares are registered securities. Each share is indivisible
and grants the right to one vote.	and grants the right to one vote
	Notwithstanding this general principle, each share gives the right to two votes per share on condition that: (i) the same person has owned the share by virtue of a real right legitimating the exercise of voting rights (full ownership, bare ownership with voting rights or usufruct with voting rights) for an uninterrupted period of at least 24 (twenty-four) months and (ii) that this is confirmed by the registration in the Special List opened by the Company pursuant to the present Article for an uninterrupted period of at least 24 (twenty-four) months and by a specific notice issued by the intermediary with whom the shares are deposited stating the period which has elapsed since they were first registered
	In accordance with regulations in force, the Company opens and maintains a Special List at its registered office in which shareholders who wish to take advantage of increased voting rights for all or part of the shares in their possession must apply to be registered
	Persons who wish to obtain registration in the Special List for

EXISTING TEXT	PROPOSED TEXT
	all or part of the shares in their possession must apply in writing to the Company together with a notice which certifies their ownership of the shares, released by an intermediary with which the shares are deposited. In the case of persons other than physical persons, the application must state whether the shareholder is subject to the control, direct or indirect, of third parties and, if so, provide the information necessary to identify the controlling entity.
	The acquisition of increased voting rights will become effective on the fifth trading day of the calendar month following that in which the conditions required by the Articles for obtaining increased voting rights have been fulfilled. Article 127-quinquies, paragraph 7, of Legislative Deecree 58/98 applies.
	Increased voting rights are extended proportionally to: (i) newly issued shares in the case of free issues of equity capital; (ii) shares due in exchange for pre-existing shares in the event of merger or de-merger, as long as the merger or de-merger project allows for it; (iii) shares subscribed in a capital increase for new funds. In these cases the newly issued shares acquire increased voting rights as soon as they are registered in the Special List without it being necessary to recommence the 24 (twenty-four) month waiting period; instead, where increased voting rights have not yet been earned (but which are being earned) increased voting rights will be attributed to the new shares from the moment the conditions required by the Articles for increased voting rights on pre-existing shares are confirmed.
	Increased voting rights lapse if the shares involved are transferred for receipt of a consideration or free of charge it being understood that "transfer" also signifies exchange for collateral, usufruct or any other restriction on the shares of the Issuer, when that involves the Shareholder's loss of voting rights. Increased voting rights are preserved on the shares other than those transferred or those bound by pledge or usufruct or any other restriction on the shares of the Issuer. The benefit is also preserved in the event that legal right is transferred (i) due to succession mortis causa or (ii) transfer of title arising from a donation to legitimate heirs, a family pact, or the establishment or endowment of a trust, a family trust or a foundation of which the said transferor or his/her legitimate heirs are beneficiaries. The assignees have the right to request registration with the same registration seniority status as the physical predecessor in title.
	Increased voting rights also lapse in the event of transfer, direct or indirect, of controlling interests – as defined in accordance with the regulations applicable to issuers with

EXISTING TEXT	PROPOSED TEXT
	listed shares – held in companies or entities that hold shares with increased voting rights in the Company that exceed the threshold that requires communication to the Company and to Consob of significant shareholdings pursuant to regulations in force, without prejudice to the principle that the benefit of increased voting rights is preserved in the event of transfer of the said controlling interest (a) mortis causa or (b) pursuant to a donation to legitimate heirs, a family pact, or the establishment or endowment of a trust, a family trust or a foundation of which the said transferor or his/her legitimate heirs are beneficiaries.
	Shareholders who are entitled to increased voting rights may waive their rights, in whole or in part, by communicating their decision in writing to the Company. The waiver is irrevocable, but the increased voting rights may be reacquired by the shareholder for the shares whose rights they have waived by registering them in the Special List again and waiting for at least the full 24 (twenty-four) month period of possession to elapse. The Company removes Shareholders from the Special List in the following circumstances: (i) waiver on the Shareholder's part; (ii) comunication from the Shareholder concerned, or from the intermediary, showing that the conditions for being assigned increased voting rights are no longer fulfilled, or that he/she has lost title to real legitimate right and/or related
	voting right. The Special List is updated by the Company by the fifth trading day from the end of each calendar day and, in any case, by the record date granting the right to attend and vote at Shareholders' Meetings.
7) The option to acquire newly issued ordinary shares may be offered to Shareholders in proportion to the number of shares they possess, pursuant to the terms and conditions established in article 2441 of the Italian Civil Code and legislation in force.	7) The option to acquire newly issued ordinary shares may be offered to Shareholders in proportion to the number of shares they possess, pursuant to the terms and conditions established in article 2441 of the Italian Civil Code and legislation in force.
SHAREHOLDER MEETINGS	SHAREHOLDER MEETINGS
8) The legally constituted Shareholders' Meeting, represents the entire shareholder base and resolutions passed by the Meeting in accordance with the law and the Articles are binding on all shareholders, including absent or dissenting shareholders.	8) The legally constituted Shareholders' Meeting, represents the entire shareholder base and resolutions passed by the Meeting in accordance with the law and the Articles are binding on all shareholders, including absent or dissenting shareholders.
9) Shareholders' Meeting may be convened anywhere in Italy and not necessarily at the Company's registered office.	9) Shareholders' Meeting may be convened anywhere in Italy and not necessarily at the Company's registered office.

EXISTING TEXT	PROPOSED TEXT
10) Shareholder Meetings are called by the Board of Directors	10) Shareholder Meetings are called by the Board of Directors
and notice of Meetings must be published within the time	and notice of Meetings must be published within the time
limits and in the manner required by applicable regulations.	limits and in the manner required by applicable regulations.
Notice of Meetings may also contain details of the day, time	Notice of Meetings may also contain details of the day, time
and place of the meeting in second or third convocation, in	and place of the meeting in second or third convocation, in
accordance with the law. Where they consider it appropriate,	accordance with the law. Where they consider it appropriate,
the Board of Directors may establish that the Shareholders'	the Board of Directors may establish that the Shareholders'
Meeting, Extraordinary or Ordinary, may be held in one single	Meeting, Extraordinary or Ordinary, may be held in one single
convocation; in the latter case, the Meeting is constituted and	convocation; in the latter case, the Meeting is constituted and
votes on a majority basis as required by the relevant law.	votes on a majority basis as required by the relevant law.
Except where provided otherwise by law, the Board of	Except where provided otherwise by law, the Board of
Directors must call a Shareholders' Meeting within thirty days	Directors must call a Shareholders' Meeting within thirty days
of receipt of any request for a Meeting by a number of	of receipt of any request for a Meeting by a number of
shareholders representing at least the minimum percentage of	shareholders representing at least the minimum percentage of
share capital provided by the applicable regulations.	share capital provided by the applicable regulations.
The request must be sent to the Chairman of the Board of	The request must be sent to the Chairman of the Board of
Directors by registered letter and must contain details of the	Directors by registered letter and must contain details of the
matters to be discussed as items on the Agenda and a detailed	matters to be discussed as items on the Agenda and a detailed
list of the Shareholders' requesting the Meeting, together with	list of the Shareholders' requesting the Meeting, together with
documentation showing the individual shareholdings of each at	documentation showing the individual shareholdings of each at
the date the aforementioned communication was sent. The	the date the aforementioned communication was sent. The
Board of Directors, in considering the matters submitted for	Board of Directors, in considering the matters submitted for
discussion may consider the application of article 2367	discussion may consider the application of article 2367
paragraph 3 of the Italian Civil Code.	paragraph 3 of the Italian Civil Code
11) All persons in possession of a right to vote pursuant to	11) All persons in possession of a right to vote pursuant to
applicable law and regulations may attend the Shareholders'	applicable law and regulations may attend the Shareholders'
Meeting. Voting at Shareholders' Meetings may not be	Meeting. Voting at Shareholders' Meetings may not be
conducted by post or electronically.	conducted by post or electronically.
Without prejudice to laws regarding collection of proxies, the	Without prejudice to laws regarding collection of proxies, the
holder of the right to vote may arrange to be represented in	holder of the right to vote may arrange to be represented in
the Shareholders' Meeting by providing a written mandate or a	the Shareholders' Meeting by providing a written mandate or a
mandate conferred by electronic means in accordance with the	mandate conferred by electronic means in accordance with the
applicable regulations.	applicable regulations.
The proxy may be notified to the Company by means of	The proxy may be notified to the Company by means of
certified e-mail to the certified e-mail address indicated in the	certified e-mail to the certified e-mail address indicated in the
notice of the Shareholders' Meeting.	notice of the Shareholders' Meeting.
The Company may not itself appoint a representative charged	The Company may not itself appoint a representative charged
with receiving mandates and voting instructions.	with receiving mandates and voting instructions.
12) Ordinary and Extraordinary Meetings of Shareholders.	12) Ordinary and Extraordinary Meetings of Shareholders.

EXISTING TEXT	PROPOSED TEXT
Ordinary Meetings of Shareholders may be convened by the	Ordinary Meetings of Shareholders may be convened by the
Board of Directors – without prejudice to the responsibilities of	Board of Directors – without prejudice to the responsibilities of
the Board of Statutory Auditors and its members as provided	the Board of Statutory Auditors and its members as provided
by law – at least once a year within one hundred and twenty	by law – at least once a year within one hundred and twenty
(120) days of the end of the financial year. If the necessary	(120) days of the end of the financial year. If the necessary
conditions are met and where specific circumstances require it,	conditions are met and where specific circumstances require it,
the Ordinary Meeting of Shareholders may be called within 180	the Ordinary Meeting of Shareholders may be called within 180
days of the end of the financial year; in this case the Directors	days of the end of the financial year; in this case the Directors
must include the reasons for the postponement in their report	must include the reasons for the postponement in the report
on operations pursuant to article 2428 of the Italian Civil Code.	on operations pursuant to article 2428 of the Italian Civil Code.
Shareholder Meetings, whether Ordinary or Extraordinary, are	Shareholder Meetings, whether Ordinary or Extraordinary, are
validly constituted and will vote on resolutions in accordance	validly constituted and will vote on resolutions in accordance
with	with
majority	majority
voting	voting
and	and
other	other
validity	validity
requirements	requirements
established by the relevant law.	established by the relevant law.
13) The Shareholders' Meeting will be chaired by the Chairman	13) The Shareholders' Meeting will be chaired by the Chairman
of the Board of Directors, or – in the absence or indisposition	of the Board of Directors, or – in the absence or indisposition
of the Chairman of the Board of Directors – by a Chief	of the Chairman of the Board of Directors – by a Chief
Executive Officer or the most senior Director, who will appoint	Executive Officer or the most senior Director, who will appoint
a Secretary, who may not necessarily be a shareholder, to take	a Secretary, who may not necessarily be a shareholder, to take
the minutes. In Extraordinary Meetings and on other occasions	the minutes. In Extraordinary Meetings and on other occasions
where considered appropriate by the Board of Directors, the	where considered appropriate by the Board of Directors, the
minutes will be prepared by a notary.	minutes will be prepared by a notary.
14) Shareholder Meetings in which the entire share capital is	14) Shareholder Meetings in which the entire share capital is
present or represented, as well as the entire Board of Directors	present or represented, as well as the entire Board of Directors
together with the Board of Statutory Auditors are also valid.	together with the Board of Statutory Auditors are also valid.
To ensure the validity of plenary Meetings it is also necessary	To ensure the validity of plenary Meetings it is also necessary
that each of the participants contributing to the Meeting, at	that each of the participants contributing to the Meeting, at
the Meeting Chairman's request, declares him/herself to be	the Meeting Chairman's request, declares him/herself to be
adequately informed regarding the items on the Agenda.	adequately informed regarding the items on the Agenda.
15) Resolutions debated in the Meeting must be recorded in	15) Resolutions debated in the Meeting must be recorded in
the minutes and signed by the Chairman and the Secretary or	the minutes and signed by the Chairman and the Secretary or
notary.	notary.
ADMINISTRATION	ADMINISTRATION
16) The Company is managed by a Board of Directors	16) The Company is managed by a Board of Directors
composed of 2 to 15 members who may or may not be	composed of 2 to 15 members who may or may not be
shareholders.	shareholders.
The Board of Directors is appointed by the Shareholder	The Board of Directors is appointed by the Shareholder
Meeting on the basis of lists submistted by shareholders in	Meeting on the basis of lists submistted by shareholders in
which the number of candidates presented may not exceed the	which the number of candidates presented may not exceed the
number to be appointed and who must be listed in numerical	number to be appointed and who must be listed in numerical
order.	order.

EXISTING TEXT	PROPOSED TEXT
In order to ensure gender balance on the Board, at least one	In order to ensure gender balance on the Board, at least one
third (or one fifth for the first mandate in application of the	third (or one fifth for the first mandate in application of the
regulation) of the candidates presented on the lists must	regulation) of the candidates presented on the lists must
belong to the less represented gender.	belong to the less represented gender.
Each candidate may be presented on one list only. Failure to	Each candidate may be presented on one list only. Failure to
comply will mean ineligibility.	comply will mean ineligibility.
Only those Shareholders who, either alone or together with	Only those Shareholders who, either alone or together with
other Shareholders, represent at least 2.5% (two point five	other Shareholders, represent at least 2.5% (two point five
percent) of the share capital, or who are shareholders of a	percent) of the share capital, or who are shareholders of a
different amount established by the Consob Regulation, are	different amount established by the Consob Regulation, are
entitled to present lists.	entitled to present lists.
No shareholder may present or participate in the presentation,	No shareholder may present or participate in the presentation,
either in person or through a proxy company, of more than	either in person or through a proxy company, of more than
one list.	one list.
Shareholders who form part of a voting syndicate may present	Shareholders who form part of a voting syndicate may present
or participate in the presentation of one list only.	or participate in the presentation of one list only.
If the event of violation of this rule, the vote of the Shareholder	If the event of violation of this rule, the vote of the Shareholder
in question will not be taken into account for any of the lists	in question will not be taken into account for any of the lists
presented.	presented.
Each Shareholder with a right to vote may vote for one list	Each Shareholder with a right to vote may vote for one list
only.	only.
The lists of candidates, accompanied by a comprehensive	The lists of candidates, accompanied by a comprehensive
curriculum regarding the candidates' personal and professional	curriculum regarding the candidates' personal and professional
credentials, with a statement, should it be necessary, of the	credentials, with a statement, should it be necessary, of the
suitability of the same to be qualified as independent, are to be	suitability of the same to be qualified as independent, are to be
deposited at the Company's registered office at least twenty	deposited at the Company's registered office at least twenty
five days prior to the date set for the Shareholders' Meeting	five days prior to the date set for the Shareholders' Meeting
and will be made public, in the manner provided by law and by	and will be made public, in the manner provided by law and by
the Consob Resolution, at least twenty-one days before the	the Consob Resolution, at least twenty-one days before the
date of the Shareholders' Meeting.	date of the Shareholders' Meeting.
Together with each list, individual candidates must file	Together with each list, individual candidates must file
declarations in which they accept the candidacy and certify	declarations in which they accept the candidacy and certify
under their own responsibility that nothing is liable to render	under their own responsibility that nothing is liable to render
them ineligible or incompatible for election as prescribed by	them ineligible or incompatible for election as prescribed by
the law, and that they are in possession of any requirements	the law, and that they are in possession of any requirements
set by law and by the regulations for membership of the Board	set by law and by the regulations for membership of the Board
of Directors.	of Directors.
Any list which does not comply with the aforementioned	Any list which does not comply with the aforementioned
statutory requirements shall be considered as not presented.	statutory requirements shall be considered as not presented.
The members of the Board of Directors will be elected in the	The members of the Board of Directors will be elected in the
following manner:	following manner:

EXISTING TEXT	PROPOSED TEXT
a)	c)
from the list that receives the highest number of votes	from the list that receives the highest number of votes
in the Shareholders' Meeting will be drawn in the	in the Shareholders' Meeting will be drawn in the
numerical order in which they are presented in the	numerical order in which they are presented in the
list, the total number of directors to be elected less	list, the total number of directors to be elected less
one;	one;
b)	d)
the remaining board member will be taken from the	the remaining board member will be taken from the
list that obtained the second highest number of votes	list that obtained the second highest number of votes
at the Shareholders' Meeting, in the person of the	at the Shareholders' Meeting, in the person of the
candidate at the top of said list.	candidate at the top of said list.
Should the foregoing mechanism fail to produce a composition	Should the foregoing mechanism fail to produce a composition
of the Board of Directors that complies with the gender	of the Board of Directors that complies with the gender
balance required by law, instead of appointing the last	balance required by law, instead of appointing the last
candidate in numerical order on the list that received the	candidate in numerical order on the list that received the
highest number of votes, the next available candidate, in	highest number of votes, the next available candidate, in
numerical order, from the same list belonging to the less	numerical order, from the same list belonging to the less
represented gender will be appointed as a Director.	represented gender will be appointed as a Director.
The candidate listed at the top of the list that obtained the	The candidate listed at the top of the list that obtained the
majority of votes at the Meeting will be appointed Chairman of	majority of votes at the Meeting will be appointed Chairman of
the Board of Directors.	the Board of Directors.
If only one list is presented or voted all the Board members will	If only one list is presented or voted all the Board members will
be taken from that list.	be taken from that list.
If no lists are submitted, the Board of Directors will be	If no lists are submitted, the Board of Directors will be
appointed by the Shareholders' Meeting according to the	appointed by the Shareholders' Meeting according to the
majority votes established by law, without prejudice to	majority votes established by law, without prejudice to
compliance with the legal and regulatory provisions governing	compliance with the legal and regulatory provisions governing
gender balance. If, in any financial year, one or more Directors	gender balance. If, in any financial year, one or more Directors
leave office, the Board of Directors will arrange for their	leave office, the Board of Directors will arrange for their
substitution by coopting candidates with the same credentials,	substitution by coopting candidates with the same credentials,
taking into account the legal and regulatory provisions	taking into account the legal and regulatory provisions
governing gender balance.	governing gender balance.
The Board of Directors wil remain in office for a period of three	The Board of Directors wil remain in office for a period of three
years and may be re-elected.	years and may be re-elected.
If, in any financial year, one or more Directors leave office, the	If, in any financial year, one or more Directors leave office, the
remaining Directors will arrange for their substitution with a	remaining Directors will arrange for their substitution with a
resolution approved by the Board of Statutory Auditors. The	resolution approved by the Board of Statutory Auditors. The
Directors thus appointed will remain in office until the next	Directors thus appointed will remain in office until the next
Shareholders' Meeting.	Shareholders' Meeting.
If, due to resignation or other reasons, the number of Directors	If, due to resignation or other reasons, the number of Directors
is reduced to less than half the alotted number, all the	is reduced to less than half the alotted number, all the
Directors will be considered as having left office and a	Directors will be considered as having left office and a
Shareholders' Meeting must therefore be called to appoint a	Shareholders' Meeting must therefore be called to appoint a
full new Board of Directors.	full new Board of Directors.

EXISTING TEXT	PROPOSED TEXT
The Board of Directors may appoint one or more Chief	The Board of Directors may appoint one or more Chief
Executive Officers, the Executive Committee and one or more	Executive Officers, the Executive Committee and one or more
Directors with specific duties and may establish other	Directors with specific duties and may establish other
committees, conferring on them the powers it considers to be	committees, conferring on them the powers it considers to be
appropriate, also to implement codes of conduct prepared by	appropriate, also to implement codes of conduct prepared by
the management organisation governing regulated markets or	the management organisation governing regulated markets or
by trade associations.	by trade associations.
Meetings of the Board of Directors will be held at the	Meetings of the Board of Directors will be held at the
Company's registered office or at any other location indicated	Company's registered office or at any other location indicated
in the notice of Meeting as long as it is within the European	in the notice of Meeting as long as it is within the European
Community.	Community.
Meetings of the Board of Directors will be valid when a	Meetings of the Board of Directors will be valid when a
majority of members of the Board are present and resolutions	majority of members of the Board are present and resolutions
may be approved by a majority of those present. In the event	may be approved by a majority of those present. In the event
of a hung vote, the Chairman has a deciding vote.	of a hung vote, the Chairman has a deciding vote.
Unless otherwise indicated by the laws in force, meetings of	Unless otherwise indicated by the laws in force, meetings of
the Board of Directors will normally be convened by the	the Board of Directors will normally be convened by the
Chairman at his discretion, or, in the event of absence or	Chairman at his discretion, or, in the event of absence or
indisposition, by the Chief Executive Officer(s) or at the request	indisposition, by the Chief Executive Officer(s) or at the request
of at least two thirds of the Directors upon notifying the	of at least two thirds of the Directors upon notifying the
Chairman of the Board of Directors, by the Board of Statutory	Chairman of the Board of Directors, by the Board of Statutory
Auditors or individually by each member of the Board of	Auditors or individually by each member of the Board of
Statutory Auditors.	Statutory Auditors.
Notice of convocation must be sent by post, telegram, telex,	Notice of convocation must be sent by post, telegram, telex,
telefax, or any similar means as long as it is legally recognised	telefax, or any similar means as long as it is legally recognised
at least five days before the date set for the meeting and, in	at least five days before the date set for the meeting and, in
urgent cases by telegram, telefax, or any similar means at least	urgent cases by telegram, telefax, or any similar means at least
one day (24 hours) before the date set for the meeting.	one day (24 hours) before the date set for the meeting.
Meetings of the Board of Directors are however considered to	Meetings of the Board of Directors are however considered to
be validly constituted, even in the absence of convocation, as	be validly constituted, even in the absence of convocation, as
long as all Directors and Standing Statutory Auditors are	long as all Directors and Standing Statutory Auditors are
present.	present.
Meetings may also be conducted by teleconference and/or	Meetings may also be conducted by teleconference and/or
video-conference (in which case the notice of meeting must	video-conference (in which case the notice of meeting must
include the time that participants will be electronically	include the time that participants will be electronically
connected) on the condition that all participants can be	connected) on the condition that all participants can be
identified and are able to follow the discussions and intervene	identified and are able to follow the discussions and intervene
in real time to contribute to the discussions and can see,	in real time to contribute to the discussions and can see,
receive and discuss documentation.	receive and discuss documentation.
Given the foregoing conditions, the Board of Directors is	Given the foregoing conditions, the Board of Directors is
considered held in the location where the Chairman is present	considered held in the location where the Chairman is present
which must coincide with that indicated in the notice of	which must coincide with that indicated in the notice of
meeting, with the exception of plenary meetings. The	meeting, with the exception of plenary meetings. The
Secretary to the Meeting must also be present at the same	Secretary to the Meeting must also be present at the same

EXISTING TEXT	PROPOSED TEXT
location to prepare the minutes and, together with the	location to prepare the minutes and, together with the
Chairman, sign the relevant meeting minutes book.	Chairman, sign the relevant meeting minutes book.
The	The
Secretary	Secretary
and	and
the	the
Chairman,	Chairman,
if	if
they	they
consider	consider
it	it
appropriate, may, during the meeting or after it, collect the	appropriate, may, during the meeting or after it, collect the
approval or signature of the participants by teleconference	approval or signature of the participants by teleconference
and/or videoconference by fax, network, electronic signature	and/or videoconference by fax, network, electronic signature
or similar of any copy or draft of the minutes. The Secretary, at	or similar of any copy or draft of the minutes. The Secretary, at
the request of the Chairman or Directors, may conserve and	the request of the Chairman or Directors, may conserve and
archive	archive
the	the
recordings	recordings
of	of
the	the
videoconference	videoconference
and/or	and/or
teleconference.	teleconference.
The Board of Directors has all powers of ordinary and	The Board of Directors has all powers of ordinary and
extraordinary administration except those assigned by law to	extraordinary administration except those assigned by law to
the Shareholders' Meeting.	the Shareholders' Meeting.
The Board of Directors is also authorised to decide on:	The Board of Directors is also authorised to decide on:
-	-
the merger and de-merger of companies in the	the merger and de-merger of companies in the
circumstances and according to the means stipulated	circumstances and according to the means stipulated
by the law;	by the law;
-	-
amending	amending
the	the
Articles	Articles
to	to
accommodate	accommodate
new	new
legislation or regulations.	legislation or regulations.
If an Executive Committee is appointed, it will be composed of	If an Executive Committee is appointed, it will be composed of
a maximum of three members and chaired by the Chairman of	a maximum of three members and chaired by the Chairman of
the Board of Directors.	the Board of Directors.
The same rules governing the convocation of and voting in	The same rules governing the convocation of and voting in
meetings of the Board of Directors will apply to convocations	meetings of the Board of Directors will apply to convocations
of and voting in meetings of the Executive Committee.	of and voting in meetings of the Executive Committee.
The Board of Directors, also through its Chairman (also as	The Board of Directors, also through its Chairman (also as
Chairman of the Executive Committee, if appointed) or the	Chairman of the Executive Committee, if appointed) or the
Chief Executive Officer(s) should report to the Board of	Chief Executive Officer(s) should report to the Board of
Statutory Auditors with regard to any transaction of major	Statutory Auditors with regard to any transaction of major
economic, financial or capital significance carried out by the	economic, financial or capital significance carried out by the
Company and/or its subsidiaries, where they exist.in particular	Company and/or its subsidiaries, where they exist.in particular
they should report on any transactions involving potential	they should report on any transactions involving potential
conflicts of interest. Communications should as a rule be made	conflicts of interest. Communications should as a rule be made
on the occasion of meetings of directors and, in any case, at	on the occasion of meetings of directors and, in any case, at
least on a quarterly basis.	least on a quarterly basis.
The Board of Directors can delegate all or some of its powers	The Board of Directors can delegate all or some of its powers
to the Chairman and may delegate to its own individual	to the Chairman and may delegate to its own individual
members and to third parties the concrete execution of	members and to third parties the concrete execution of
regularly approved resolutions.	regularly approved resolutions.
The Chief Executive Officer(s) and Executive Committee, if	The Chief Executive Officer(s) and Executive Committee, if
appointed, will have all or part of the powers conferred on the	appointed, will have all or part of the powers conferred on the
Board of Directors with the sole exception of those which the	Board of Directors with the sole exception of those which the
law states may not be delegated.	law states may not be delegated.

EXISTING TEXT	PROPOSED TEXT
The Board of Directors is empowered to buy and sell	The Board of Directors is empowered to buy and sell
investments and real estate; liabilities and loans including bills	investments and real estate; liabilities and loans including bills
of exchange and mortgages; take shareholdings in companies,	of exchange and mortgages; take shareholdings in companies,
both established and newly formed also via conferral, to carry	both established and newly formed also via conferral, to carry
out all types of transactions with the directorate of Public Debt	out all types of transactions with the directorate of Public Debt
and the Cassa Depositi e Prestiti (state investment institution),	and the Cassa Depositi e Prestiti (state investment institution),
banks, the national Institute of credit issues and any other	banks, the national Institute of credit issues and any other
Public or Private credit institute, to allow the constitution,	Public or Private credit institute, to allow the constitution,
subrogation, subordination and deferment, cancellation and	subrogation, subordination and deferment, cancellation and
renunciation of mortgages and loans of any kind, exempting	renunciation of mortgages and loans of any kind, exempting
the curators of Property Registers, the Director of Public Debt	the curators of Property Registers, the Director of Public Debt
and the Cassa Depositi e Prestiti and any other Public or Private	and the Cassa Depositi e Prestiti and any other Public or Private
Entity from any responsibility.	Entity from any responsibility.
It can take legal action including actions brought before the	It can take legal action including actions brought before the
Court of Cassation and on appeal, for settlements and	Court of Cassation and on appeal, for settlements and
transactions and can also appoint arbitrators and negotiators	transactions and can also appoint arbitrators and negotiators
of amicable settlements.	of amicable settlements.
It may approve any commercial contract, appoint and suspend	It may approve any commercial contract, appoint and suspend
employees and fix their salaries; it can appoint and revoke	employees and fix their salaries; it can appoint and revoke
Directors and authorised representatives with similar or more	Directors and authorised representatives with similar or more
limited powers.	limited powers.
17) The Chairman of the Board of Directors, or the Chief	17) The Chairman of the Board of Directors, or the Chief
Executive	Executive
Officer(s)	Officer(s)
if	if
appointed,	appointed,
is/are	is/are
the	the
legal	legal
representative(s) of the Company in its relations with third	representative(s) of the Company in its relations with third
parties.	parties.
However,	However,
the	the
Board	Board
of	of
Directors	Directors
may	may
attribute	attribute
the	the
aforementioned powers to other Directors, representatives	aforementioned powers to other Directors, representatives
and managers who may use them within the limits set by the	and managers who may use them within the limits set by the
Board.	Board.
18) The Board of Directors may appoint, and establish the	18) The Board of Directors may appoint, and establish the
emoluments of, one or more Managing Directors of the	emoluments of, one or more Managing Directors of the
company, who implement the resolutions approved by the	company, who implement the resolutions approved by the
Board of Directors and, on its behalf, manage the current	Board of Directors and, on its behalf, manage the current
affairs, propose transactions and exercise all other powers	affairs, propose transactions and exercise all other powers
attributed to it in continuity or from time to time by the Board.	attributed to it in continuity or from time to time by the Board.
Legal representation is also granted to the Managing Directors	Legal representation is also granted to the Managing Directors
in their dealings with third parties on the Company's behalf.	in their dealings with third parties on the Company's behalf.
MANAGER RESPONSIBLE FOR THE PREPARATION OF THE	MANAGER RESPONSIBLE FOR THE PREPARATION OF THE
COMPANY ACCOUNTING RECORDS	COMPANY ACCOUNTING RECORDS
18 bis) The Board of Directors, with the prior opinion of the	18 bis) The Board of Directors, with the prior opinion of the
Board	Board
of	of
Statutory	Statutory
Auditors,	Auditors,
will	will
appoint	appoint
a	a
manager	manager
responsible for the preparation of the company's accounting	responsible for the preparation of the company's accounting

EXISTING TEXT	PROPOSED TEXT
records. The Board will confer adequate powers and means on	records. The Board will confer adequate powers and means on
the manager appointed to carry out his/her duties in	the manager appointed to carry out his/her duties in
accordance with the law and applicable regulations.	accordance with the law and applicable regulations.
The manager responsible for the preparation of the company's	The manager responsible for the preparation of the company's
accounting	accounting
records	records
must	must
be	be
expert	expert
in	in
matters	matters
of	of
administration, finance and control and must possess the	administration, finance and control and must possess the
required credentials and professional reputation expected of	required credentials and professional reputation expected of
Directors. Failure to meet these requirements or qualifications	Directors. Failure to meet these requirements or qualifications
will disqualify the manager from holding this office and must	will disqualify the manager from holding this office and must
be declared by the Board of Directors within 30 days of the	be declared by the Board of Directors within 30 days of the
defect becoming known.	defect becoming known.
19) The ordinary Meeting of Shareholders may appoint a	19) The ordinary Meeting of Shareholders may appoint a
Chairman	Chairman
with	with
honorary	honorary
reponsibilities.	reponsibilities.
The	The
Honorary	Honorary
Chairman is not a member of the Board of Directors. The term	Chairman is not a member of the Board of Directors. The term
of the mandate of the Honorary Chairman will be the same as	of the mandate of the Honorary Chairman will be the same as
that for the Board of Directors and will expire with the expiry	that for the Board of Directors and will expire with the expiry
of the Board's mandate, unless the Honorary Chairman resigns	of the Board's mandate, unless the Honorary Chairman resigns
before that time. The Honorary Chairman will be exclusively	before that time. The Honorary Chairman will be exclusively
granted repsonsibility to represent the Company at the type of	granted repsonsibility to represent the Company at the type of
events that are different to the normal activities of the	events that are different to the normal activities of the
Company, cultural, scientific and charity events. The Honorary	Company, cultural, scientific and charity events. The Honorary
Chairman may not be a legal representative of the Company."	Chairman may not be a legal representative of the Company."
Board of Statutory Auditors	Board of Statutory Auditors
19 bis) The Board of Statutory Auditors is composed of three	19 bis) The Board of Statutory Auditors is composed of three
Standing Statutory Auditors and two Substitute Statutory	Standing Statutory Auditors and two Substitute Statutory
Auditors elected by the Shareholders' Meeting, which also sets	Auditors elected by the Shareholders' Meeting, which also sets
the remuneration to be paid to said auditors. Minority	the remuneration to be paid to said auditors. Minority
shareholders are entitled to elect one Standing Statutory	shareholders are entitled to elect one Standing Statutory
Auditor and one Substitute Statutory Auditor.	Auditor and one Substitute Statutory Auditor.
The appointment of the Board of Statutory Auditors is carried	The appointment of the Board of Statutory Auditors is carried
out on the basis of lists presented by Shareholders, in which	out on the basis of lists presented by Shareholders, in which
the candidates are listed numerically.	the candidates are listed numerically.
The number of candidates must not exceed the number of	The number of candidates must not exceed the number of
candidates to be elected. Shareholders from voting syndicates	candidates to be elected. Shareholders from voting syndicates
will only be entitled to present a single list.	will only be entitled to present a single list.
The list comprises two sections: one for candidates to the	The list comprises two sections: one for candidates to the
position of Standing Statutory Auditor, the other for candidates	position of Standing Statutory Auditor, the other for candidates
to the position of Substitute Statutory Auditor.	to the position of Substitute Statutory Auditor.
In order to ensure gender balance within the Board of	In order to ensure gender balance within the Board of
Statutory Auditors, at least one third (or one fifth for the first	Statutory Auditors, at least one third (or one fifth for the first
mandate in application of the regulations) of the candidates	mandate in application of the regulations) of the candidates
presented in both lists must belong to the less-represented	presented in both lists must belong to the less-represented
gender.	gender.

EXISTING TEXT	PROPOSED TEXT
Only those Shareholders who, either alone or together with	Only those Shareholders who, either alone or together with
others, are the owners of voting Shares representing at least	others, are the owners of voting Shares representing at least
2% (two percent) of the capital with voting rights at Ordinary	2% (two percent) of the capital with voting rights at Ordinary
Meetings of Shareholders, or, alternatively, who own a	Meetings of Shareholders, or, alternatively, who own a
shareholding of the minimum size established by the Consob	shareholding of the minimum size established by the Consob
Regulation are entitled to present lists. No Shareholder,	Regulation are entitled to present lists. No Shareholder,
including Shareholders belonging to the same pact, is entitled	including Shareholders belonging to the same pact, is entitled
to present more than one list, individually or through another	to present more than one list, individually or through another
person or through a proxy company, nor may he/she vote for	person or through a proxy company, nor may he/she vote for
different lists. In the event of violation of this rule, the vote of	different lists. In the event of violation of this rule, the vote of
the Shareholder in question will not be taken into account for	the Shareholder in question will not be taken into account for
any of the lists presented. Each candidate may only be present	any of the lists presented. Each candidate may only be present
in one list, at the risk of ineligibility.	in one list, at the risk of ineligibility.
The lists may not contain the names of candidates who already	The lists may not contain the names of candidates who already
hold the office of Auditor in five other listed companies, with	hold the office of Auditor in five other listed companies, with
the exception of entities controlling and controlled by the	the exception of entities controlling and controlled by the
Company, or candidates who are not in possession of the	Company, or candidates who are not in possession of the
necessary	necessary
credentials	credentials
of	of
reputation	reputation
and	and
professionalism	professionalism
established by applicable regulations.	established by applicable regulations.
For the purposes of article 1, paragraph 2, letters b) and c), and	For the purposes of article 1, paragraph 2, letters b) and c), and
paragraph 3 of Ministerial Decree No. 162 dated 30 March	paragraph 3 of Ministerial Decree No. 162 dated 30 March
2000 on the subject of the professional requirements for	2000 on the subject of the professional requirements for
members of the Board of Statutory Auditors of listed	members of the Board of Statutory Auditors of listed
companies, the subjects and sectors strictly pertaining to those	companies, the subjects and sectors strictly pertaining to those
of interest to the company are intended to comprise	of interest to the company are intended to comprise
commercial and company law, business economics, financial	commercial and company law, business economics, financial
and statistical sciences, and all the other subjects of the same	and statistical sciences, and all the other subjects of the same
or similar nature, although with different names, whereas the	or similar nature, although with different names, whereas the
sectors strictly connected or relating to those in which the	sectors strictly connected or relating to those in which the
company operates are understood to comprise the production,	company operates are understood to comprise the production,
distribution and sale of machines and tools, automation	distribution and sale of machines and tools, automation
systems, software and precision components.	systems, software and precision components.
Statutory Auditors standing down from office may be re	Statutory Auditors standing down from office may be re
elected.	elected.
The lists presented must be filed at the Company's registered	The lists presented must be filed at the Company's registered
office at least twenty-five days prior to the date set for the	office at least twenty-five days prior to the date set for the
Shareholders' Meeting and will be made publicly available, in	Shareholders' Meeting and will be made publicly available, in
the manner provided for by law and the Consob Regulation, at	the manner provided for by law and the Consob Regulation, at
least twenty-one days before the Shareholders' Meeting.	least twenty-one days before the Shareholders' Meeting.
The professional curriculum of each candidate must be filed	The professional curriculum of each candidate must be filed
together with each list along with the declarations with which	together with each list along with the declarations with which
each candidate accepts candidacy and certifies, at his/her own	each candidate accepts candidacy and certifies, at his/her own
responsibility, that there is no cause of ineligibility or	responsibility, that there is no cause of ineligibility or

EXISTING TEXT	PROPOSED TEXT
incompatibility, and that the legal and statutory requirements	incompatibility, and that the legal and statutory requirements
necessary for the respective positions are met.	necessary for the respective positions are met.
Any list for which the above requirements are not met will be	Any list for which the above requirements are not met will be
considered not to have been presented.	considered not to have been presented.
The Statutory Auditors will be elected as follows: two Standing	The Statutory Auditors will be elected as follows: two Standing
Statutory Auditors and one Substitute Statutory Auditor will be	Statutory Auditors and one Substitute Statutory Auditor will be
drawn from the list that has received the highest number of	drawn from the list that has received the highest number of
votes at the Meeting according to the numerical order in which	votes at the Meeting according to the numerical order in which
they are listed in the various sections of the list; the remaining	they are listed in the various sections of the list; the remaining
Standing Statutory Auditors, who will take the office of	Standing Statutory Auditors, who will take the office of
Chairman, and the other Substitute Statutory Auditor, will be	Chairman, and the other Substitute Statutory Auditor, will be
drawn from the list that has obtained the second largest	drawn from the list that has obtained the second largest
number of votes at the Meeting and will be drawn according to	number of votes at the Meeting and will be drawn according to
the numerical order in which they are listed in the various	the numerical order in which they are listed in the various
sections of the list.	sections of the list.
In the event of two or more lists with an equal number of	In the event of two or more lists with an equal number of
votes, the most senior candidates by age will be elected to	votes, the most senior candidates by age will be elected to
cover the positions that have to be assigned.	cover the positions that have to be assigned.
Should the foregoing mechanism fail to produce a composition	Should the foregoing mechanism fail to produce a composition
of the Board of Statutory Auditors that complies with the	of the Board of Statutory Auditors that complies with the
gender balance required by law, instead of appointing the last	gender balance required by law, instead of appointing the last
candidate in numerical order on the list that received the	candidate in numerical order on the list that received the
highest number of votes, the next available candidate, in	highest number of votes, the next available candidate, in
numerical order, from the same list belonging to the less	numerical order, from the same list belonging to the less
represented gender will be appointed as Standing Statutory	represented gender will be appointed as Standing Statutory
Auditor or Substitute Statutory Auditor.	Auditor or Substitute Statutory Auditor.
In the event that the Statutory Auditor loses or relinquishes the	In the event that the Statutory Auditor loses or relinquishes the
qualifications or credentials required by law and the Articles,	qualifications or credentials required by law and the Articles,
he/she will be removed from office.	he/she will be removed from office.
In the event that a Standing Statutory Auditor leaves office or	In the event that a Standing Statutory Auditor leaves office or
is substituted, the Substitute Statutory Auditor from the same	is substituted, the Substitute Statutory Auditor from the same
list will replace the outgoing Standing Statutory Auditor.	list will replace the outgoing Standing Statutory Auditor.
For the appointment of Standing or Substitute Statutory	For the appointment of Standing or Substitute Statutory
Auditors to complete the composition of the Board of	Auditors to complete the composition of the Board of
Statutory Auditors following substitution or departure from	Statutory Auditors following substitution or departure from
office, the Standing or Substitute Statutory Auditor belonging	office, the Standing or Substitute Statutory Auditor belonging
to the same list as the outgoing Statutory Auditor will replace	to the same list as the outgoing Statutory Auditor will replace
him/her. If this is not possible the Meeting must decide on the	him/her. If this is not possible the Meeting must decide on the
basis of the required majority for ordinary Meetings without	basis of the required majority for ordinary Meetings without
prejudice to the stipulations in paragraph 1 of the present	prejudice to the stipulations in paragraph 1 of the present
Article.	Article.
RELATED PARTY TRANSACTIONS	RELATED PARTY TRANSACTIONS

EXISTING TEXT	PROPOSED TEXT
19 ter) The procedures adopted regarding related party transactions allows such transactions to take advantage of the dispensation allowed by article 11, paragraph 5 of the Regulation regarding related party transactions adopted by Consob Resolution no. 17221 of 12 March 2010 and subsequent amendments and also the dispensation allowed by article 13, paragraph 6 of the said Regulation.	19 ter) The procedures adopted regarding related party transactions allows such transactions to take advantage of the dispensation allowed by article 11, paragraph 5 of the Regulation regarding related party transactions adopted by Consob Resolution no. 17221 of 12 March 2010 and subsequent amendments and also the dispensation allowed by article 13, paragraph 6 of the said Regulation.
FINANCIAL STATEMENTS AND ALLOCATION OF PROFITS	FINANCIAL STATEMENTS AND ALLOCATION OF PROFITS
20) The Company's financial year ends on 31 December of	20) The Company's financial year ends on 31 December of
every year. At the end of each year, the Board of Directors will	every year. At the end of each year, the Board of Directors will
prepare the financial statements in accordance with the law.	prepare the financial statements in accordance with the law.
21) The profit reported in the financial statements, less 5%	21) The profit reported in the financial statements, less 5%
which will be allocated to the ordinary reserve until it equals	which will be allocated to the ordinary reserve until it equals
one-fifth of the share capital, will be allocated to Shareholders	one-fifth of the share capital, will be allocated to Shareholders
in proportion to the shareholding of each, unless the	in proportion to the shareholding of each, unless the
Shareholders'	Shareholders'
Meeting	Meeting
resolves	resolves
to	to
allocate	allocate
them	them
to	to
extraordinary reserves or any other destination or to retain all	extraordinary reserves or any other destination or to retain all
or part of them to be carried forward to future periods.	or part of them to be carried forward to future periods.
22) The dividend will be payable through the authorised	22) The dividend will be payable through the authorised
intermediaries designated by the Chairman of the Board of	intermediaries designated by the Chairman of the Board of
Directors in accordance with the terms determined each year	Directors in accordance with the terms determined each year
by the same.	by the same.
Dividends which remain uncollected five years after the day on	Dividends which remain uncollected five years after the day on
which they became collectible will be allocated to reserves.	which they became collectible will be allocated to reserves.
When circumstances concur with the provisions of the law, the Company may distribute advances on the dividend in compliance with the methods and terms provided by the regulations in force.	When circumstances concur with the provisions of the law, the Company may distribute advances on the dividend in compliance with the methods and terms provided by the regulations in force.
DISSOLUTION AND LIQUIDATION	DISSOLUTION AND LIQUIDATION
23) At the end of the Company's term of duration, or if it	23) At the end of the Company's term of duration, or if it
should be dissolved at any time and for any reason, an	should be dissolved at any time and for any reason, an
Extraordinary Meeting of Shareholders will appoint one or	Extraordinary Meeting of Shareholders will appoint one or
more official liquidators and determine their powers and	more official liquidators and determine their powers and
responsibilities.	responsibilities.
GENERAL PROVISIONS	GENERAL PROVISIONS
24) Reference is made to the provisions of the Italian Civil Code	24) Reference is made to the provisions of the Italian Civil Code
and applicable statutes and regulations for those matters not	and applicable statutes and regulations for those matters not
expressively envisaged in these Articles of Association.	expressively envisaged in these Articles of Association.