Fila — Governance Information 2016

Aug 1, 2016

F.I.L.A. – FABBRICA ITALIANA LAPIS ED AFFINI S.P.A.

CODE FOR THE HANDLING OF INSIDER INFORMATION

Text approved by the Board of Directors of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. on July 6, 2016

1.	INTRODUCTION 3
2.	REGULATORY FRAMEWORK 3
3.	DEFINITIONS 3
4.	SCOPE 5
5.	COVERED PERSONS OBLIGATIONS 5
6.	ROLES AND RESPONSIBILITIES 6
	6.1 Board of Directors of the Company6
	6.2 Chief Executive Officer of the Company……………………………………………………………………6
	6.3 Disclosure Officer……………………………………………………………………………………………………….6
	6.4 Subsidiaries………………………………………………………………………………………………………………6
	6.5 Covered Persons………………………………….…………………………………………………………………….7
7.	MEANS FOR THE FULFILMENT OF THE INSIDER INFORMATION COMMUNICATION OBLIGATIONS BY THE
COMPANY 7
8.	COMMUNICATION DELAYS 8
9.	MARKET SURVEYS 10
10.	INSIDERS REGISTER 11
11.	GENERAL PROVISIONS 13
12.	ENTRY INTO FORCE OF THE CONDUCT CODE 14
	ANNEX 1…………………………………………………………………………………………………………………………15
	ANNEX 2…………………………………………………………………………………………………………………………16
	ANNEX 3…………………………………………………………………………………………………………………………17

1. INTRODUCTION

• 1.1 The present code for the handling of insider information (hereafter the "Code"), approved by the Board of Directors of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. (the "Company") at the meeting of July 6, 2016, was adopted in accordance with the applicable regulation concerning the handling of insider information, as specified below at Article 2.
• 1.2 The present Code governs: (a) the management and handling of Insider Information (as defined below) concerning the Company and the Subsidiaries (as defined below); in addition to (b) the procedures to be followed for the communication, both internally and externally, of such information.

2. REGULATORY FRAMEWORK

The present Code was adopted in compliance with:

• (a) Articles 114 and 115-bis of Legislative Decree No. 58 of February 24, 1998, as subsequently amended (the "TUF") and the relative regulatory enactment provisions;
• (b) Regulation (EC) No. 596/2014 of the European Parliament and Council of April 16, 2014 (the "596/2014 Regulation"), Execution Regulation (EC) No. 347/2016 of the Commission concerning lists of persons with access to insider information as per Article 18 of Regulation 596/2014 and Execution Regulation (EC) No. 1055/2016 of the Commission, which sets out technical enactment rules for technical instruments to ensure adequate communication to the public of insider information and to delay communication to the public of insider information;
• (c) Execution Regulation (EC) No. 347/2016 of the Commission;
• (d) Consob Communication No. 0061330 of July 1, 2016;
• (e) the disclosure provisions introduced by the Regulation concerning markets organised and managed by Borsa Italiana S.p.A. and the relative Stock Exchange Regulation Instructions;
• (f) the provisions for the management of insider information of the Self-Governance Code for listed companies, adopted by the corporate governance committee of Borsa Italiana S.p.A.

3. DEFINITIONS

Further to any terms defined in other articles of the present Code, the following terms and definitions are applied, considering also that terms defined individually may be applied in the plural and vice versa.

3.1 Employees: employees of the Company and/or of the Subsidiaries, who in the course of their work or on the basis of the duties assigned to them, have access, on a regular or occasional basis, to Insider Information concerning the Company or the Subsidiaries.

• 3.2 Insider Information: insider information in accordance with the present Code and subject to its governance, where such is:
• (a) of a precise nature, or:
  • (i) relating to a series of existing circumstances or which may reasonably be considered to occur, or an event which is verified or which may reasonably be expected to be verified;
  • (ii) sufficiently specific to draw conclusions on the possible effect of the circumstances or the event referred at section (i) on the price of Financial Instruments (as defined below) or of relative derivative financial instruments;

In this regard, in the case of an extensive process undertaken to achieve, or which results in, a particular circumstance or a particular event, this future circumstance or future event, in addition to the interim steps taken as part of the process linked to the achievement or the occurrence of the circumstance or future event, may be considered as information of a precise nature;

• (b) has not been made public;
• (c) concerning directly or indirectly the Company or the Subsidiaries or Company Financial Instruments; and
• (d) which, if made public, could influence significantly the price of Financial Instruments or any associated derivative financial instruments, therefore which an investor may reasonably utilise as an element on which to base their investment decisions.

An interim step in an extensive process is considered Insider Information if complying with the criteria at the present Article 3.2.

• 3.3 Insiders: all parties with access to Insider Information and with whom a professional collaboration exists (contract of employment or other) and who, in the execution of their established duties, have access to Insider Information, such as for example consultants, accountants or credit rating agencies.
• 3.4 Insider Register: the register containing the details of Insiders.
• 3.5 Disclosure Officer: the manager in charge of the implementation of the present Code, appointed by the Board of Directors of the Company in accordance with the Code.
• 3.6 Subsidiaries: companies directly or indirectly controlled by the Company, "with control" defined by Article 93 of the CFA.

3.7 Financial Instruments: shares issued and in circulation of the company and other instruments described at Article 1, paragraph 2 of the CFA, issued by the company and (i) admitted for trading - or for which a request for trading has been submitted - on a regulated market; (ii) traded - or for which a request for trading has been submitted - on a multilateral trading facility (MTF); (iii) traded on an organised trading facility (OTF); or (iv) not considered by points (i), (ii) or (iii), whose price or value depends on a financial instrument indicated at the previous points, or has an effect on this price or value, including, for example purposes but not exhaustive, credit default swaps and contracts for difference.

4. SCOPE

• 4.1 The present Code shall be upheld by the following:
• (a) members of the Board of Directors and Control Boards, in addition to Employees, of the Company and of Subsidiaries; and
• (b) Insiders (hereafter jointly "Covered Persons").
• 4.2 The Disclosure Officer, or internal parties appointed by this latter within the Company or the Subsidiaries, delivers a copy of the present Code to the Covered Persons, together with the form at Annex 1, respectively:
• (a) on acceptance of their appointment, for the members of the Board of Directors and Control Boards of the Company and the Subsidiaries and the Disclosure Officer;
• (b) on hiring, for Employees; or
• (c) on appointment, for other Insiders.
• 4.3 Where the Code is amended and/or supplemented, the Disclosure Officer, or other internal parties appointed by this latter within the Company or the Subsidiaries, shall send to Covered Persons a copy of the Code, as supplemented and/or amended.
• 4.4 Covered Persons who have received a copy of the present Code shall complete, sign and return to the Disclosure Officer the form at Annex 1, in order to acknowledge their full awareness and acceptance of the present Code, notwithstanding that the provisions of the Code are applicable to these parties independently of the signing of the above-mentioned form.
• 4.5 The Disclosure Officer, with the support of the internal Company structures, maintains the completed forms, signed and returned in accordance with the previous paragraph 4.4.

5. COVERED PERSONS OBLIGATIONS

5.1 Covered Persons must maintain complete confidentiality of the Insider Information of which they are aware. All Insider Information must be handled with the necessary care to ensure that its circulation within the company does not threaten its confidential nature, unless such is announced to the market according to the means established by the present Code and the applicable regulation.

• 5.2 Subject to Article 184 and subsequent of the CFA, in addition to Articles 14 and 15 of Regulation 596/2014, Covered Persons may not: (a) acquire, sell or otherwise execute operations on Financial Instruments (including the cancellation of amendment of orders where the order has been sent before the interested party came into possession of Insider Information), on their own behalf or on behalf of third parties, directly or indirectly, utilising Insider Information; (b) advise or induce others, on the basis of Insider Information, to carry out any operations at point (a); (c) communicate to third parties Insider Information outside of the normal exercise of their duties, profession, function or office. The communication to third parties of advice or inducements as per letter (b) is considered as unlawful communication of Insider Information where the person communicating the advice or inducement knows or should know that such is based on Insider Information.
• 5.3 Covered Persons are absolutely prohibited from releasing interviews or information to the press or declarations in general containing insider information not yet announced to the market in accordance with the present Code.

6. ROLES AND RESPONSIBILITIES

6.1 Board of Directors of the Company

The Board of Directors of the Company undertakes the appointment, revocation and replacement of the Disclosure Officer, establishing the relative powers and duties in compliance with the present Code and in addition ensures their replacement in the case of the absence or impediment of the Disclosure Officer.

6.2 Chief Executive Officer of the Company

• 6.2.1 The Chief Executive Officer of the Company:
• (a) oversees the handling of Insider Information, in addition to relations between the Company and institutional investors and with the press, utilizing the relevant internal structures; and
• (b) approves the communications submitted by the Disclosure Officer.
• 6.2.2 Any interactions with the press or other media for the circulation of Insider Information should be expressly authorized by the Chief Executive Officer of the Company, or parties appointed by this latter.

6.3 Disclosure Officer

The Disclosure Officer:

• (a) ensures, with the assistance and support of the internal Company structures, the fulfilment of the disclosure obligations concerning Insider Information under the present Code and the applicable regulation;
• (b) utilizing the internal Company structures, oversees relations with the disclosure bodies and prepares the communications concerning Insider Information.

6.4 Subsidiaries

The Boards of Directors of the Subsidiaries: (a) manage the Insider Information concerning their respective companies; (b) through their appointed director, or the respective internal structures, promptly communicate to the Chief Executive Officer of the Company and the Disclosure Officer all Insider Information concerning their respective companies.

6.5 Covered Persons

• 6.5.1 Covered Persons who consider it appropriate to announce to the market Insider Information of which they have become aware concerning operating events of the Company or the Subsidiaries, and which has not yet already been announced to the market, should promptly communicate such to the Disclosure Officer.
• 6.5.2 The Disclosure Officer thereafter promptly reports to the Chief Executive Officer of the Company each advisory received in accordance with the preceding paragraph 6.5.1 (the "Advisory").
• 6.5.3 The Chief Executive Officer, or on his/her request the Board of Directors:
• (a) assesses, with the support of the Disclosure Officer and the internal Company structures, if the information contained in the Advisory may be effectively considered as Insider Information; and
• (b) considers whether to communicate such to the market or to delay such communication in accordance with the applicable regulation.

7. MEANS FOR THE FULFILMENT OF THE INSIDER INFORMATION COMMUNICATION OBLIGATIONS BY THE COMPANY

• 7.1 The Company:
• (a) through the Disclosure Officer, communicates to the public, as soon as possible, the Insider Information;
• (b) guarantees that the Insider Information is made public according to a manner which allows quick access and a complete, correct and timely assessment by the public;
• (c) communicates the Insider Information, directly or through third parties, to media which is reasonably trusted by the public for the proper circulation of such information;
• (d) publishes and maintains on its website, for a period of at least 5 years, all Insider Information communicated to the public.
• 7.2 The communication at the previous Article 7.1 is made through electronic means which maintains the completeness, integrity and confidentiality of the information being sent and clearly indicates:
• (a) the inside nature of the information communicated;
• (b) the identity of the issuer (complete company name);
• (c) the identity of the notifying party: name, surname, position at the issuer;
• (d) the subject of the Insider Information;

• (e) the date and time of communication to the media.

• 7.3 The company website, on which the Insider Information is published in accordance with previous Article 7.1 letter (d):

• (a) enables users to access the Insider Information published without discrimination and free of charge;
• (b) allows users to access Insider Information in an easily identifiable section of the website;
• (c) ensures that the Inside Information published clearly indicates the date and time of circulation and is presented in chronological order.
• 7.4 Where Insider Information is accessed by a third party not held to a confidentiality obligation (independently of the fact of whether this obligation is of a legal, regulatory, statutory or contractual nature), as a result of intentional or unintentional circulation by the company or a party acting in its name or on its behalf in the course of ordinary professional activities or the execution of their position or, however, the confidentiality of Insider Information is breached, the company is required to re-establish fair access to information through the circulation to the public of the Insider Information. This circulation takes place (i) contemporaneously, where such circulation was intentional, and (ii) in a timely manner, where such circulation was not intentional.
• 7.5 In the case of breach of confidentiality, circulation to the public of Insider Information should take place as soon as possible.
• 7.6 Article 7.5 is applied also in the case of sufficiently accurate rumors which would indicate that the confidentiality of the Insider Information is no longer guaranteed.

8. COMMUNICATION DELAYS

• 8.1 The company may delay the circulation of Insider Information where all of the following conditions have been satisfied:
• (a) there is a "legitimate interest" that would be prejudiced by communication to the public;
• (b) it appears probable that the communication delay will not mislead the public;
• (c) the company is able to guarantee the confidentiality of the relevant Insider Information.
• 8.2 The company may, under its own liability and subject to the conditions at letters (a), (b) and (c) above, delay communication to the public of the Insider Information relating to an extended process, occurring in phases and aimed at or giving rise to a particular circumstance or event.
• 8.3 The responsibility for the decision to delay circulation of the Insider Information, and therefore to derogate from the immediate communication obligation, is entirely that of the obligated party. The company should therefore assess both the impact of the derogation on the provision of correct information to the public and on the level of confidentiality which may be assured for the Insider Information.

• 8.4 In the case of delayed communication to the public, the Company is however required to ensure the maintenance of the confidentiality of the Insider Information and, where such confidentiality is breached, to re-establish equal access to information.

• 8.5 In the case in which the communication of Insider Information is delayed, the Company should without delay communicate such in writing to Consob, to the following e-mail address: consob@pec.consob.it, specifying as addressee "Markets Division" and indicating in the subject matter "MAR Delayed communication". The communication should provide to the Authority the information subject to delayed communication, the reasons for delay, the date and time at which the information became of an inside nature, explanation of the means by which the conditions at Article 8.1 have been satisfied and any other circumstance that the company considers significant, in order to allow Consob to comprehensively assess the advised conduct, in addition to undertake in a timely manner the required supervisory measures with regards to the Financial Instruments.

• 8.6 In the case in which the Company decides to assess the authorization of a delay, the Disclosure Officer should prepare and maintain a document containing at least the following information:
• (a) date and time:
  • i. of the first existence of the Insider Information at the Company;
  • ii. of the undertaking of the decision to delay circulation of the Insider Information;
  • iii. of the probable circulation of the Insider Information by the Company;
• (b) of the identity of the persons at the Company responsible for:
  • i. of the undertaking of the decision to delay circulation and of the decision which established the beginning of the delay period and its probable conclusion;
  • ii. of the ongoing monitoring of the conditions which permit the delay;
  • iii. of the undertaking of the decision to communicate to the public the Insider Information;
  • iv. of the communication to Consob of the information requested upon the delay and of the explanation in writing;
• (c) proof of the initial satisfaction of the conditions at the previous Article 8.1 and any amendment in this regard during the delay period, including:
  • i. the protective barriers both upon the internal and external communication of the information to hinder access to Insider Information by persons other than those who at the issuer should have access in the normal exercise of their professional activity or function;
  • ii. the means established to circulate as soon as possible the Insider Information once its confidentiality is no longer guaranteed.

The Disclosure Officer should also oversee any subsequent amendment of the information contained in this document.

• 8.7 In all cases in which the delay is authorized, the Disclosure Officer should prepare a document containing at least the following information:
• (a) the identity of the issuer (complete company name);
• (b) the date and time at which the Insider Information occurred;
• (c) when it was decided to delay communication and when the company intends to end the delay;

• (d) the identity of the person/body responsible for the decision to delay, of the persons ensuring the monitoring of the continued conditions which permit the delay, of the persons responsible for publication of the information and of the persons responsible for notification of the delay to Consob (name, surname, position at the issuer);

• (e) contact details of the party responsible for notification;

• (f) identification of the Insider Information subject to delayed circulation: title of the circulated announcement; reference number, where assigned by a system used for the circulation of Insider Information; date and time of the communication of Insider Information to the public;
• (g) date and time of the decision to delay circulation of the Inside Information;
• (h) proof of compliance with the regulatory obligations, or of the means utilized to prevent access to this information by unauthorized persons and the measures put in place where the confidentiality of this information is no longer guaranteed.

This document should be held by the company on a durable medium.

9. MARKET SURVEYS

• 9.1 A market survey is a communication of information to one or more potential investors before the announcement of an operation, in order to assess the interest of potential investors in a possible operation and the relative conditions, such as the potential size or price, and may be carried out by an issuer. Market surveys give rise to numerous obligations upon those undertaking them, as they may involve the communication of Insider Information.
• 9.2 The Board of Directors assesses the survey in order to ascertain whether it will involve the communication of Insider Information.
• 9.3 The person receiving the market survey will be sent a written communication by the Disclosure Officer, on the instruction of the Board of Directors of the company, which will specify the prohibition on utilizing this information, or on attempting to utilize it:
• (a) to acquire or dispose of financial instruments to which such information refers, on one's own behalf or on behalf of third parties, directly or indirectly;
• (b) through the cancellation or amendment of an order already sent concerning a financial instrument to which such information refers;
• 9.4 The person receiving the survey should send to the Disclosure Officer a written communication stating their consent to receive Insider Information, in addition to the undertaking of an obligation to maintain such as confidential.
• 9.5 The Disclosure Officer ensures that a trace of information exchanged within the scope of the survey through the various communication means is maintained (orally, at meetings, through telephone, audio or video communications, in writing, by mail, fax or through electronic communications). This may take place through recorded telephone lines or the recording of meetings and, in this case, the consent of those receiving the information for its recording will be requested.
• 9.6 Before carrying out a survey, the Disclosure Officer prepares the following documentation:
• (a) a document reporting the identity of the persons receiving this survey, including legal persons and physical persons acting on behalf of persons receiving the survey, the date and time of every communication and the details of these persons;
• (b) a document reporting the information provided to the person receiving the market survey, including any amendments or subsequent supplements. The document will report the minimum set of specific information established by the regulation, according to whether the survey involves the communication of Insider Information.

The Disclosure Officer shall also oversee the preparation of a document listing the identity of persons declaring that they do not wish to receive the survey;

• 9.7 The Officer maintains a copy of all documentation produced and the following additional documentation for at least 5 years from the survey:
• (a) the consent of the persons receiving the market survey to receive information and maintain such as confidential;
• (b) the consent of the persons receiving the market survey to record the telephone calls/meetings;
• (c) all of the communications for the carrying out of the survey, including any recordings of telephone calls or audio or video meetings, correspondence and minutes, in the case of meetings signed by both parties.

10. INSIDER REGISTER

General rules

• 10.1 The Company has established an Insiders Register which provides for the easy consultation and extraction of data.
• 10.2 The Disclosure Officer, utilizing the internal Company structures, promptly enrolls those with insider status in the Insiders Register and informs such individuals in a timely manner:
• (a) of their inclusion in the Insider Register and any updates concerning them;
• (b) of the provisions of the present Code.
• 10.3 The Insider Register is maintained electronically, which guarantees at all times:
• (a) that access to the Insider Register is limited only to the Disclosure Officer and persons clearly identified by them, who require access on the basis of their respective positions;
• (b) the confidentiality and accuracy of the information reported therein;
• (c) the possibility to access previous versions.
• 10.4 The Disclosure Officer sends the list of persons with access to Insider Information to Consob as soon as possible, on their request, to the following e-mail address: consob@pec.consob.it.

Physical or legal persons enrolled in the Insider Register

• 10.5 The Insider Register comprises two sections, one concerning Insiders with continuous access to Insider Information and the other concerning Insiders with occasional access to this information. A registration form which reflects this distinction and which reports the information that the Insider Register should contain is attached as Annex 2 of this Code.
• 10.6 Once the new Insider Information is identified, a new section in the part of the Insider Register dedicated to the enrolment of parties with occasional access to this information is established.
• 10.7 The information concerning Insiders is held for five years from the date of registration or updated information.

Maintenance of the register

• 10.8 The Insider Register is maintained by the Disclosure Officer, utilizing the internal Company structures, with the specific task to facilitate access, management, consultation, extraction and printing of the register. In particular, the Disclosure Officer, or individuals appointed by the officer may enroll individuals, update their details in a timely manner or remove them from the register. Each update indicates the date and the time at which the change requiring such updates occurred.
• 10.9 In order to facilitate the setting up and updating of the Register, the Board of Directors and the Control Boards, in addition to the relevant internal structures, of the Company and the Subsidiaries communicate in a timely manner to the Disclosure Officer – or to persons appointed by this latter – the details of Insiders, in addition to updates to be made or names or details to be removed.
• 10.10 The Disclosure Officer communicates to Insiders (through sending the form at Annex 3 to the Code) their enrolment in the Insider Register, in addition to their removal and any updates. The Disclosure Officer also informs persons of their obligations under the present Code.

Obligations of Insiders

• 10.11 Insiders must comply with the provisions of the present Code.
• 10.12 Insiders must adopt appropriate measures to prevent access to insider information by persons other than those who require such for the exercise of their duties. In particular, Insiders should only obtain, handle and archive Insider Information if strictly necessary to execute their duties and for the required period of time, adopting professional best practice to ensure maximum confidentiality.

11. GENERAL PROVISIONS

Sanctions

• 11.1 Non-compliance with the present Code by members of the Board of Directors or Control Boards of the Company or the Subsidiaries, notwithstanding the responsibilities and the sanctions established by the applicable regulation, may result in the consideration of any appropriate action or remedy permitted by the applicable regulation by the appropriate Control Board.
• 11.2 In the case of non-compliance with the present Code by Employees, disciplinary sanctions may be applicable under national collective labor contracts, including, in the most serious cases, dismissal and notwithstanding any other applicable penalties under the relative statutory and regulatory provisions.
• 11.3 For parties carrying out working or professional duties in favor of the Company and/or Subsidiaries other than direct employees, non-compliance with the present Code may result in appropriate actions in accordance with the applicable statutory and contractual provisions, including in the more serious cases, the termination of such relationships, even without notice and notwithstanding any other penalty and related indemnity obligations in accordance with applicable regulations.

Amendments and supplements

• 11.4 The Board of Directors of the Company implements the amendments and supplements considered necessary or appropriate to the present Code following organizational changes to the Company or amendments to applicable regulations. In particular, the Code will be amended/supplemented in a timely manner following changes to Italian primary and secondary regulations, the provisions of Regulation 596/2014 (and subsequent supplementary delegated and executory acts issued by the European Commission) and the incorporation of Directive 2014/57/EC of April 16, 2014 concerning the applicable sanctions in the case of market abuse.
• 11.5 The Disclosure Officer communicates in writing to all addressees of the Code any amendments and/or supplements made.

Communications

• 11.6 Any communication in accordance with the present Code must be in writing as follows:
• (a) if addressed to the Disclosure Officer, for his/her attention by email to the following address amministrazione@pec.fila.it, or by registered letter with return receipt to the following address:

F.I.L.A - Fabbrica Italiana Lapis ed Affini S.p.A.

Via XXV Aprile n. 5

20016 Pero (Milan);

(b) if addressed to Covered Persons, to the addresses indicated by them in the acceptance form at Annex 1 of the present Code;

or to other addresses which must be communicated in a timely manner: (i) by the Disclosure Officer to the Covered Persons; or (ii) by each of these latter to the Disclosure Officer.

12. ENTRY INTO FORCE OF THE CONDUCT CODE

The Code of Conduct enters into force from its approval date by the Board of Directors of the Company.

ANNEX 1

The undersigned_________________________________________,

as_______________________

• having noted their inclusion on the Insider Register of FILA Fabbrica Italiana Lapis ed Affini S.p.A.;
• acknowledges receipt of the "Code for the handling of insider information" of F.I.L.A. Fabbrica Italiana Lapis ed Affini S.p.A. (the "Code") and to having read and understood the provisions contained therein;
• aware of the obligations under the Code and the applicable regulations (including under Articles 184 and subsequent of Legislative Decree 58/1998)

THEREFORE

• (i) declares their awareness and acceptance of the provisions of the Code and commits to undertake with complete diligence, within their remit, compliance with such;
• (ii) indicates the following personal details: Tel. No._____ Fax No.___________ e-mail address___________ and certified e-mail address____________

(Date) (Signature)

In accordance with Legislative Decree 196/2003, the undersigned consents in addition to the handling of the personal data contained in the present form for the fulfilment of the provisions of the Code and the applicable regulations cited in the Code.

(Date) (Signature)

ANNEX 2

ANNEX 3

Form 1 – Insider Register Enrolment Letter

Dear____________,

in compliance with the applicable regulations, as reflected in the "Code for the handling of insider information" of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. (the "Code", at annex 1 and available on the website www.fila.it), I inform you that your personal details have been included in the Insider Register of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. for the following reason______________. .

You are reminded that: (a) those in possession of Insider Information (as defined by the Code) must comply with the Code; and (b) non-compliance with the applicable legal provisions concerning insider information may constitute a criminal or administrative offense (including, in particular, that established by Article 184 and subsequent of Legislative Decree 58/1998) and may invoke the responsibility of the company (as per Legislative Decree 231/01).

Kind regards,

The Disclosure Officer of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.

(signed)

(place) (date)

_________________, ___________________

Form 2 – Insider Register Updating Letter

Dear____________________,

in compliance with applicable regulations, as reflected in the "Code for the handling of insider information" of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. (the "Code", available on the website www.fila.it), I inform you that on _______________ your personal details handled have been updated (surname, name, tax number, company, reason for inclusion in the Insider Register) for the following reason: ___________________ .

Kind regards,

The Disclosure Officer of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.

(signed)

(place) (date)

_________________, _____________________

Form 3 - Letter of removal from the Register

Dear________________,

in compliance with applicable regulations, as reflected in the "Code for the handling of insider information" of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A. (the "Code", available on the website www.fila.it), I inform you that on_____________the reason for your inclusion in the Insider Register is no longer valid. Therefore, your personal details subject to handling (surname, name, tax number, company, reason for inclusion on the Register) will be removed in accordance with Article 10.8 of the Code.

Kind regards,

The Disclosure Officer of F.I.L.A. – Fabbrica Italiana Lapis ed Affini S.p.A.

(signed)

(place) (date)

__________________, ________________