Tessellis

Registration Form • Nov 21, 2024

	11
ARTICLES OF ASSOCIATION
"TESSELLIS S.p.A."
- Article 1 -
Corporate name
A joint-stock company has been established existing under the
corporate name of "TESSELIS S.p.A.".
- Article 2 -
Registered offices
The Company's registered offices are in SS 195 Km 2.300, Sa
Illetta, Cagliari, Italy.
The Company's management body may set up, change or close down,
throughout Italy, secondary offices; change the registered of-
fices within the same Municipality and arrange for the transfer
of the same within the sphere of Italy, as well as set up, change
and close down branches, agencies, offices and similar.
- Article 3 -
Corporate purpose
The Company's corporate purpose involves:
- the design, planning, installation, maintenance and manage-
ment, using any technique, means or system, of telecommunica-
tions installations and networks, owned by the company or third
parties, whether they be fixed, mobile or satellite-based, for
the accomplishment and running, without geographic limits, of
the communications services also emerging from the evolution of
the technologies, including direct access to the public per

______________________________________________________________________________________________________________________________________________________________________________

Resolution AEG/2009/07/CONS;

- the performance, as a non-predominant activity, of the activ
ities and the provision of services associated with the sectors
indicated above, including therein the marketing of telecommu
nications, screen-based, multi-media and electronic products,
services and systems, involving connection and/or interconnec
tion with the various networks and the diffusion, via said net
works, of information of a cultural, technical, educational,
advertising, entertainment nature or of any other kind and in
any form, also on behalf of third parties;
- the performance, as a non-predominant activity, of publishing,
advertising, IT, screen-based, multi-media, research, training
and advisory activities which in any event are pertinent to the
matters indicated above;
- the undertaking - as non-predominant activities - of share
holdings and interests in companies or businesses in general
which carry out activities falling within the sphere of the
corporate purpose or in any event are associated with, comple
mentary or similar to the same, including therein the businesses
operating in the field of manufacturing, electronic and insur
ance activities, in observance of the limits envisaged by current
legislation on the subject.
The Company may carry out all the acts deemed necessary or merely
useful for the achievement of the corporate purpose: thus in
brief, it may enter into securities, real estate, industrial,

commercial and financial transactions, including the issuance
of secured and unsecured guarantees, also in favour of third
parties and as third-party guarantor, as well as the finalisation
of loan agreements as borrower, all of which within the limits
of current legal provisions; the financial transactions, includ
ing the undertaking of shareholdings shall not however have to
be carried out involving the general public.
Financial activities involving the general public or the raising
of savings is also prohibited.
- Article 4 -
Duration
The Company has a duration until the thirty-first of December
two thousand and fifty and may be extended one or more times or
wound-up in advance, subject to the right to withdraw of each
shareholder in the event of extension.
- Article 5 -
Share capital and Shares
The share capital is Euro 130,200,000.00 (one hundred and thirty
million two hundred thousand).
The shareholdings are represented by number 261,388,527 (two
hundred and sixty-one million three hundred and eighty-eight
thousand five hundred and twenty-seven)shares with no par value.
The shares are fully paid-up, indivisible and freely transfer
rable.
The Shareholders' meeting of 17 June 2024, amending the

resolution adopted by the Shareholders' Meeting of April 16,
2022, resolved to approve the issue of the convertible and con-
verting bond loan for a total amount of Euro 62,000,000 consist-
ing of 31 tranches for an amount equal to Euro 2,000,000, through
the issue of convertible bonds with a nominal amount of Euro
100,000 each, to be offered fully under subscription to
Nice&Green S.A. in the context of a private placement intended
for qualified investors pursuant to Section 34-ter, paragraph
1, lett. b) of the Regulation adopted with Consob resolution no.
11971/1999 and subsequent amendments. The Bonds will have expiry
on 31 December 2027 and will be irrevocably converted upon the
same date. The subscription price of the convertible bonds is
equal to 95.5% of the nominal amount of the same tranche. Con-
sequently, the increase in the share capital of TESSELLIS S.p.A.
was approved for a fee, in one or more tranches and in divisible
form, with the exclusion of the option right pursuant to Section
2441, paragraph 5, of the cod. civ. for a total amount, including
any share premium, of a maximum of Euro 62,000,000, for the
exclusive and irrevocable service of the conversion of the con-
vertible and converting bond loan, through the issue of TESSELLIS
ordinary shares, with no par value, with regular entitlement and
with the same characteristics as outstanding TESSELLIS ordinary
shares on the date of issue. The subscription price of the shares
to service the conversion of the remaining tranches of the con-
vertible and convertible bond loan is equal to 95% to the second

lowest average daily price weighted by volumes traded (VWAP,
i.e. volume weighted average price) of the TESSELLIS S.p.A.
shares registered in the 6 open market days preceding the request
for conversion of the convertible bonds. The Shareholders' Meet-
ing granted the Chairman and the Chief Executive Officer, sepa-
rately from each other, with all the widest powers to ensure,
also through special attorneys, to do what is necessary or even
just appropriate to implement the resolutions resolved, includ-
ing the power to (i) establish the issue date of the convertible
bonds, (ii) prepare and submit any document required for the
purpose of implementing the above resolutions as well as to
fulfil the formalities necessary to proceed with the admission
to listing on the electronic stock market organized and managed
by Borsa Italiana S.p.A. of the newly issued shares deriving
from the conversion of convertible bonds, including the power
to arrange for the preparation and presentation to the competent
authorities of any application, request, document or prospectus
for the necessary or appropriate purpose, as well as decide on
the possible renewal of the Investment Agreement and consequent
issue of the convertible bonds and capital increase to service
the conversion of the convertible bonds.
The Extraordinary Shareholders' Meeting held on 10 January 2023
resolved to grant the Board of Directors a special proxy (in
Italian, "Delega"), to be exercised one or more times within 30
months from the date of the shareholders' resolution, for a

maximum of Euro 60,000,000.00 (sixty million) inclusive of share
premium: (i) to increase the share capital against payment, in
divisible form, pursuant to art. 2443 of the Civil Code, also
with the exclusion or limitation of the option right pursuant
to art. 2441, paragraphs 4, 5 and 8, of the Civil Code, also
through the issue of shares to be reserved for the service of
incentive programs based on the assignment of financial instru-
ments in favor of directors, employees and collaborators of the
Company, identified by the Board of Directors upon the execution
of specific lock-up commitments; and (ii) to issue bonds con-
vertible into ordinary shares of the company pursuant to article
2420-ter of the Civil Code, together with the faculty to approve
the related capital increase to service the conversion, also
with the exclusion or limitation of the option right pursuant
to article 2441, paragraph 5, of the Civil Code. The resolution
or resolutions for the capital increase must establish the por-
tion of the issue price of the shares offered to be charged to
the capital and the portion of the issue price, if any, to be
charged to the share premium.
The Board of Directors held on 11 May 2023, partially executing
the proxy granted on 10 January 2023, as subsequently amended
by the resolution approved on 19 June 2023, resolved a share
capital increase against payment, in cash and in divisible form,
for a maximum amount of Euro 24,716,036.00 (twenty-four million
seven hundred sixteen thousand thirty-six), including the

premium, through the issue of maximum no. 61,790,090 (sixty-one
million seven hundred and ninety thousand ninety) new ordinary
shares, with no par value, reqular entitlement and same charac-
teristics as outstanding TESSELLIS ordinary shares, at an issue
price per share of Euro 0.4000 (zero point four thousand), to
be charged entirely to share capital, to be offered as an option
to shareholders pursuant to art. 2441, first paragraph, of the
Civil Code, as well as to holders of convertible bonds issued
pursuant to art. 2441, first paragraph, second sentence, of the
Civil Code, by 31 (thirty-first) July 2023 (two thousand twenty-
three), in the ratio of 1 (one) newly issued Tessellis share for
every 3 (three) option rights referred to the shares / convert-
ible owned Tessellis bonds.
As of July 31, 2023, the aforementioned capital increase under
option was subscribed for Euro 19,478,764.80 (nineteen million
four hundred and seventy-eight thousand seven hundred and sixty-
four point eighty) equal to 48,696,912 (forty-eight million six
hundred and ninety-six thousand nine hundred and twelve) Tes-
sellis ordinary shares.
Cash payments made by shareholders to the Company by way of
financing can be made within the limits of the law:
- in the form of a capital contribution without the right to
restitution;
- in the form of an interest-bearing or non-interest-bearing
loan with a natural right to repayment.

The share capital is predetermined to achieve the corporate
purpose and it may be increased even by way of contribution in
kind and/or credits in accordance with the combined provision
of Articles 2342, 2343 et seq of the Italian Civil Code.
The shareholders' meeting may resolve a reduction in the share
capital, also by means of allocation to individual shareholders
or groups of shareholders of specific corporate assets or shares
or holdings in other companies, in which the Company has a joint
investment. The shareholders' meeting may resolve an increase
in the share capital pursuant to and within the limits as per
Article 2441, paragraph 4, second sentence of the Italian Civil
Code, and assign the management body the faculty to increase the
share capital as per Article 2443 of the Italian Civil Code.
Article 6
Calling of shareholders' meetings
Meetings are called by the management body at the registered
offices or elsewhere, provided the location is in Italy, by
means of publication - within the legal deadlines - of a notice
on the Company's website and involving the other formalities
envisaged by regulatory provisions. Those with the right to vote
are entitled to examine all the documents deposited at the reg-
istered offices for shareholders' meetings already called and
to obtain a copy thereof at their own expense.
The Ordinary or Extraordinary Shareholders' Meeting may also be
held by videoconference or teleconference with participants

located in different places, either adjacent or distant, pro-
vided that the collective method and the principles of good
faith and equal treatment of shareholders are respected. In
particular, the following are conditions for the validity of
Meetings by video and teleconference
- the Chairman of the Shareholders' Meeting, also by means of
his bureau, is allowed to ascertain the eligibility and legiti-
macy of those present, to regulate the proceedings of the meet-
ing, and to ascertain and ascertain the results of voting;
- the person taking the minutes is allowed to adequately perceive
the events of the meeting that are being recorded;
- those present can take part in the discussion and vote simul-
taneously on the items on the agenda;
- the notice of call indicates (except in the case of a Share-
holders' Meeting convened pursuant to Article 2366, paragraph
4, of the Italian Civil Code) the audio/video locations connected
by the Company, in which those present may gather, the meeting
being deemed to have been held in the place where the Chairman
and the person taking the minutes are present;
- the participants in the meeting connected remotely must have
access to the same documentation distributed to those present
in the place where the meeting is held.
Article 7
Ordinary and extraordinary shareholders' meetings
Ordinary meetings are called at least once a year, within 180

(one hundred and eighty) days of the end of the accounting
period, for the approval of the financial statements, since the
Company is obliged to draw up consolidated financial statements.
Meetings, both in ordinary and extraordinary session, if envis-
aged by the Board of Directors which calls the meeting, may be
held in single calling and the related resolutions are valid if
adopted with the presence and the majorities established by law
for such cases.
- Article 8 -
Participation at shareholders' meetings
All those with the right to vote in accordance with the legis-
lative provisions in force from time to time may take part in
meetings. The Company has the right to allow participation in
the meeting and the exercise of voting rights to take place
exclusively through the designated representative referred to
in Section 135-undecies.1 of the Consolidated Financial Law and
the regulations applicable from time to time, giving notice of
this in the notice convening the Assembly. The designated rep-
resentative may also be granted proxies and sub-delegations,
pursuant to Section 135-novies of the Consolidated Financial
Law .
In the event that the Board of Directors does not intend to make
use of the exclusively designated representative, as regulated
by the previous paragraph, participation and voting are regu-
lated as follows: (i) those who are due the right to take part

in meetings may arrange for themselves to be represented, in
accordance with the law, by means of proxy which may be granted
in writing or via electronic media, if envisaged by specific
regulatory provisions and according to the formalities envisaged
herein. The Chairman of the Shareholders' Meeting is responsible
for ascertaining the right to attend the Shareholders' Meeting
and the validity of proxies; (ii)the Company may designate, by
giving notice in the notice convening the Meeting, the designated
representative referred to in Section 135-undecies of the Con
solidate Financial Law to which the Shareholders can grant a
proxy for representation in the meeting.
Resolutions passed in accordance with the law and these Articles
of Association are also binding on dissenting shareholders.
- Article 9 -
Chair and holding of shareholders' meetings
Shareholders' meetings are chaired by the Chairman of the Board
of Directors or, in the absence of the latter by the Deputy
Chairman, if appointed, or, in the absence of the latter, by an
individual appointed by the shareholders' meeting.
The shareholders' meeting appoints a secretary, who does not
necessarily have to be a shareholder, and also appoints, if this
is deemed to be appropriate, two scrutineers from among the
shareholders and the Statutory Auditors.
The resolutions of the shareholders' meeting are recorded in
specific minutes signed by the Chairman, the secretary and any

scrutineers.

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

statements related to the last financial year of their term in
office and they may be re-appointed.
Before the appointment of the Board of Directors, the Sharehold-
ers' Meeting establishes the number of the members and the du-
ration of their offices, which may be shorter than three finan-
cial years.
The Directors are appointed by the meeting on the basis of lists
presented by the shareholders. Each list may contain the names
of the candidates up to a maximum number of Directors provided
by these Articles of Association listed by means of consecutive
number.
Shareholders entitled to present lists shall be those who, alone
or together with other shareholders, own, at the time of presen-
tation of the lists, a shareholding at least equal to that
established by CONSOB pursuant to article 147-ter, paragraph 1
of the Consolidated Law of Finance as subsequently amended, and
pursuant to the further provisions of applicable legislation,
as it will be indicated in the call notice.
Each shareholder may in any case present (or concur in present-
ing) and vote a single list (specifying that, for the purposes
of the present article, the term "shareholder" jointly means the
shareholder him/herself and the natural and legal persons who
control, are controlled by or otherwise are subject to common
control with the shareholder in question), also through a third
party or through trust companies. Any support granted and votes

cast in violation of this prohibition shall not be attributable

to any list.
Each candidate may be present in only one list or be subject to
ineligibility.
The lists presented by the shareholders must be deposited, as
will also be indicated in the notice of calling, at the Company's
registered offices by the twenty-fifth day prior to the date of
the meeting called to resolve on the appointment of the Board
members.
Each list must be accompanied by the information required by
applicable legislation and indicate the identity of the share
holders who have presented the same and the total investment
percentage owned. In-depth information on the personal and pro
fessional characteristics of the candidates must be provided at
the bottom of the list presented by the shareholders, or attached
to the same. The declarations by means of which the individual
candidates accept their candidature and declare, at their own
liability, the inexistence of causes of ineligibility or incom
patibility as well as the existence of the requisites of good
standing and professionalism prescribed for the office by ap
plicable legislation and the Articles of Association, and any
possession of the independence requisites established by current
legislation, must be filed together with each list.
Each list must indicate a number of candidates who present the
independence requisites established by applicable legislation

in accordance therewith.

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

becomes important only if the vote has been decisive in the
election of the Director from the minority lists. In each case
the legislation and regulations at the time in force shall apply.
In case of equality of ratios for the last Director to be
elected, the one from the list which has obtained the majority
of the votes or the eldest, in case of a tie vote, will be
chosen. If, at the end of the voting procedure, Directors, meet-
ing the independence requirements or meeting the gender balance
requirements are not elected in sufficient numbers, the candi-
date elected with the lowest ratio who does not meet the inde-
pendence requirements or the candidate with the lowest ratio
whose election would result in a gender imbalance, shall respec-
tively be excluded in the first and second case. The excluded
candidates shall be replaced by the next candidates in the rank-
ing, whose election would meet the provisions related to the
independence requirements and the gender balance requirements.
This procedure shall be repeated until the number of Directors
to be elected is reached. In the event that, having adopted the
criteria set out above, it is not possible to reach the number
of Directors to be appointed, the Shareholders' Meeting shall
appoint the missing Directors immediately by way of a resolution
adopted by simple majority upon recommendation of the members
in attendance.
a.2) If only one list is presented, all the directors shall be
chosen, in numerical order, only from the submitted list,

provided that it obtains a majority of the votes. If, after
following the above procedure, not enough Directors are ap-
pointed who meet the independence requirements, or satisfy the
gender balance criteria, the Shareholders' Meeting shall pro-
ceed, in the first case, to exclude the candidate elected with
the lowest ratio who does not meet the independence requirements
and, in the second case, to exclude the candidate with the lowest
ratio whose election would result in a failure to meet the gender
balance criteria; after the above exclusions, the Meeting shall
forthwith appoint the missing Directors by simple majority res-
olution upon recommendation of the members in attendance.
b) if, as per the aforementioned appointment procedure, at least
two members in possession of the independence requisites estab-
lished by applicable legislation are not elected, the last of
those elected taken from the list which has obtained the highest
number of votes expressed by the shareholders after the first
and which is not connected in any way, not event indirectly,
with the shareholders who have presented or voted for this latter
list shall have to be replaced by the first candidate listed
subsequently on this list who has these requisites and, if fol-
lowing this replacement a member in possession of the independ-
ence requisites established by the applicable legislation still
has to be elected, the last of those elected not in possession
of these requisites taken from the list which has obtained the
highest number of votes shall have to be replaced by the first

candidate listed subsequently on this list who has these requi-

sites;
--------	--

c) if the Board of Directors elected as above does not permit
the observance of the balance between genders envisaged by cur
rent legislation, the last members elected of the more repre
sented gender, of the first list by number of votes cast by the
shareholders, fall from office in the number necessary to ensure
the observance of the requirement and are replaced by the first
candidates not elected on the same list of the gender represented
the least. In the absence of candidates of the less represented
gender on the first list by number of votes cast by shareholders
in a number sufficient to go ahead with replacement, the afore
mentioned criteria will apply to the successive lists progres
sively voted for the most from which the elected candidates have
been taken. If, applying the above criteria, it is not however
possible to identify suitable replacements, the shareholders'
meeting supplements the body with the legal majorities, ensuring
the satisfaction of the requirement of the balance between gen
ders envisaged by current legislation;
d) the list voting appointment method envisaged above is applied
in the sole case of complete renewal of the Directors; with
regard to the appointment of Directors not appointed for any
reason in accordance with the above procedure, the shareholders'
meeting resolves with the legal majority in observance of the
legislative requirements regarding gender representation;

this requisite also applies to co-opting carried out by the same
Board of Directors as per applicable legislation.
If, due to resignation or for other reasons, more than half of
the Directors appointed by the Shareholders' meeting fall from
office, the entire Board shall be understood to have fallen and
the shareholders' meeting must be called immediately to re-
appoint all the Directors pursuant to the voting list system
provided for by this article. The Directors who remain in office
may in the meantime perform the activities in the ordinary course
of business.
- Article 12 -
Calling and holding of meetings
of the Board of Directors
The meetings of the Board of Directors can be held outside Italy,
provided that they are held in one of the member states of the
European Union, and are called by the Chairman or at least two
Directors, via registered letter, telegram, telex, fax or e-mail
message, to be sent at least two days before the date established
for the meeting.
In the event of the absence or unavailability of the Chairman,
the Board is chaired by the Deputy Chairman or the most senior
Director in age.
The Board may appoint a company Secretary, who can also be from
outside the board members.
It is possible for Board Meetings to be held via teleconference

and/or video-conference facilities, provided that all the par-
ticipants can be identified and they are permitted to follow the
discussion and intervene in real time with regard to the business
being dealt with. These requirements having been satisfied, the
Board Meeting is considered to be held in the location where the
Chairman and also the Secretary to the meeting are found, so as
to permit the drawing up and signing of the minutes in the
related minutes' book.
Board meetings satisfy quorum requirements if - also in the
absence of formal calling - all the Directors in office and all
the Statutory Auditors are present.
- Article 13 -
Validity of board resolutions
With regard to the validity of the Board resolutions, the pres-
ence of the majority of the Directors in office is necessary.
Resolutions are adopted by means of the majority of those present
and in the event equal votes are cast, the vote of whomever
chairs the meeting prevails.
- Article 14 -
Powers of the management body
The Board of Directors has all the powers of ordinary and ex-
traordinary business of the Company, with the exception of those
specifically reserved by law to the shareholders' meeting.
Within the limits of the law, the Board of Directors may also
appoint one or more Chief Executives, establishing the powers

included in the sphere of those due to them and within the legal
limits (Article 2381 of the Italian Civil Code).
The Board of Directors may, according to the legal forms, adopt
any resolution concerning the adaptation of the Articles of
Association to legislative provisions.
The Board of Directors:
(i) may, according to the legal forms, appoint one or more
General Managers, Attorneys, establishing their related duties
and powers;
(ii) appoints, upon the proposal of the Chief Executive Officer,
and in any event having consulted the Board of Statutory Auditors
on a mandatory basis, the Executive in charge of drawing up the
Company's accounting documents, establishing the related duties
and powers. The Executive in charge of drawing up the Company's
accounting documents must have the good standing requisites en-
visaged for the Directors and have acquired significant profes-
sional experience with regard to administration and finance. The
Executive remains in office for a three-year period or a shorter
duration established at the time of appointment; he/she may be
re-appointed.
The Executive in charge of drawing up the Company's accounting
documents takes part in the meetings of the Board of Directors
and the Executive Committee, if established, which envisages the
handling of the matters for which the same is responsible.
The Board of Directors may delegate its powers to an Executive

Committee made up of some of its members. The Board of Directors
must report quarterly to the Board of Statutory Auditors on the
activities carried out and on the most significant economic,
financial and equity transactions performed by the Company or
the subsidiaries; in detail, they must report on transactions
involving a potential conflict of interest, by means of a written
report sent to the domicile of the auditors or via online trans-
mission procedures.
- Article 15 -
Legal representation of the Company
The legal representation of the Company in dealings with third
parties and before the legal authorities is due to the Chairman
of the Board of Directors, the Deputy Chairman, if appointed,
in the event of the absence and/or unavailability of the Chairman
and any Chief Executive Officers, within the limits of the power
granted them.
The effective exercise of the power of representation by the
Deputy Chairman in itself bears witness to the absence or una-
vailability of the Chairman and exonerates third parties from
any ascertainment or responsibility in this regard. In the event
of the appointment of several Deputy Chairmen, the Board itself
will determine the methods for replacing the Chairman.
- Article 16 -
Financial Statements
The accounting period ends on 31 (thirty-one) December of each

year.

At the end of each accounting period, the management body draws up the financial statements comprising the balance sheet, income statement and explanatory notes, in observance of the provisions of the law. - Article 17 - Profits The shareholders' meeting approves the financial statements and resolves with regard to the allocation of the profits, subject to allocation of 5% (five percent) of the annual profits to the legal reserve, until the same has reached one-fifth of the share capital. - Article 18 - Board of Statutory Auditors The Board of Statutory Auditors is made up of three Statutory Auditors and two Alternate Auditors ensuring the balance between genders as per current legislation. The Statutory Auditors remain in office for a three-year period and may be re-appointed. The fall from office of the Statutory Auditors due to expiry of the term only becomes effective when the Board has been reestablished. Pursuant to Article 1.2, letters b) and c) of the regulations pursuant to Italian Minister of Justice Decree No. 162 dated 30 March 2000, the sectors of activities and the matters pertaining to telecommunications, electronic communications in general, media, software and IT activities, as well as

matters pertaining to private and administrative law disci-
plines, economic disciplines and those relating to the business
organisation, are considered strictly pertinent to that of the
Company .
Board of Statutory Auditors' meetings may also be held with the
aid of telecommunications mediums, in observance of the formal-
ities as per Article 12 (Calling and holding of Board Meetings)
of these Articles of Association.
The shareholders' meeting which appoints the Statutory Auditors
and the Chairman of the Board of Statutory Auditors establishes
the emolument due to the same. The appointment of the Board of
Statutory Auditors takes place on the basis of lists presented
by the shareholders, in which five candidates must be indicated,
three for the office of Statutory Auditor and two for the office
of Alternate Auditor, listed by means of a consecutive number,
in order of professional seniority and in observance of current
legislation regarding balance between genders.
Each shareholder may submit, or jointly submit, one list only,
even if via third parties or through trust companies. Each can-
didate may be present on one list only or be disqualified.
Shareholders are only entitled to present lists if, alone or
together with other shareholders, they represent at least the
percentage of the shares with the right to vote during ordinary
shareholders' meetings envisaged by applicable legislation,
which shall be indicated in the notice for the calling of the

meeting. The lists presented by the shareholders must be depos-
ited, as will also be indicated in the notice of calling, at the
Company's registered offices by the twenty-fifth day prior to
the date of the meeting called to resolve on the appointment of
the members of the Board of Statutory Auditors. If, at the expiry
of the aforementioned deadline, just one list has been presented,
or only lists presented by shareholders who are connected as per
the applicable legislation, lists can be presented up to the
third day after this date, and the investment percentage envis-
aged for the presentation of the lists is reduced by half.
Each list shall have to be accompanied by the information re-
quired by applicable legislation and indicate the identity of
the shareholders who have presented the same, the total invest-
ment percentage owned and a certificate which proves the owner-
ship of said investment, as well as a declaration of the share-
holders other than those who hold, also jointly, a relative
controlling or majority interest, bearing witness to the absence
of the connecting relationships with the latter as envisaged by
applicable legislation.
In-depth information on the personal and professional charac-
teristics of the candidates must be provided at the bottom of
the list presented by the shareholders, or attached to the same.
The declarations by means of which the individual candidates
accept their candidature and declare, at their own liability,
the inexistence of causes of ineligibility or incompatibility

as well as the existence of the requisites of good standing and
professionalism prescribed for the office by applicable legis-
lation and the Articles of Association, must be filed together
with each list.
Lists presented without observing the above instructions, shall
be considered as not presented.
Each shareholder may vote for one list only, even if via third
parties or through trust companies.
Those who cover the role of Statutory Auditor in five listed
companies cannot undertake the office of Auditor in the Company.
The Statutory Auditors can undertake other management and audit
appointments within the limits established by applicable legis-
lation.
At least one of the Statutory Auditors and at least one Alternate
Auditor must be chosen from those listed on the official register
of auditors with at least three years' experience in the auditing
of accounts. Auditors failing to meet the aforementioned condi-
tion must have a total of at least three years' experience in
specific company purpose-related duties. Specific company pur-
pose-related duties are understood to be all those referable to
the corporate purpose as per Article 3 (Corporate Purpose) in
these Articles of Association and in any event those relating
to the telecommunications sector.
They are elected as follows:
a) two Statutory Auditors and one Alternate Auditor are elected

from the list receiving the most votes, in the order in which

they appear on said list;

b) the third Statutory Auditor shall be the candidate for the
related office in first place, among the Statutory Auditors, on
the list which has received the most votes after the first, from
among the lists presented and voted for by shareholders who are
not connected, even indirectly, with the shareholders who have
presented and voted for the list in first place due to number
of votes;
c) the second Alternate Auditor shall be the candidate for the
related office indicated as first, among the Alternate Auditors,
on the same minority list indicated above.
In the event of equal votes between the lists presented and
voted for by shareholders who are not connected, even indirectly,
with the shareholders who have presented and voted for the list
in first place due to number of votes, the candidate on the list
which has been presented by shareholders in possession of the
majority investment or, alternatively, by the highest number of
shareholders, shall be elected.
The chairmanship of the Board of Statutory Auditors goes to the
candidate for the office of Statutory Auditor in first place on
the list which has received the most votes after the first, from
among the lists presented and voted for by shareholders who are
not connected, even indirectly, with the shareholders who have
presented and voted for the list in first place due to number

of votes;

c) the second Alternate auditor will be the candidate to the
respective role indicated in first place, among the Alternate
Auditors, in the same minority list referred to in the previous
point.
In the event of equal votes between the lists presented and
voted for by shareholders who are not connected, even indirectly,
with the shareholders who have presented and voted for the list
in first place due to number of votes, the candidate on the list
which has been presented by shareholders in possession of the
majority investment or, alternatively, by the highest number of
shareholders, shall be elected.
The chairmanship of the Board of Statutory Auditors goes to the
candidate for the office of Statutory Auditor in first place on
the list which has received the most votes after the first, from
among the lists presented and voted for by shareholders who are
not connected, even indirectly, with the shareholders who have
presented and voted for the list in first place due to number
of votes.
If just one list is presented, the first three candidates in
consecutive order shall be elected Statutory Auditors by major
ity, and the fourth and fifth candidates shall be appointed
Alternate Auditors; the chairmanship of the Board of Statutory
Auditors will go to the first candidate.
If the Board of Statutory Auditors elected as above does not

permit the observance of the balance between genders envisaged
by current legislation, the last members elected from the ma-
jority list of the gender represented the most fall from office
in the number necessary to ensure the observance of the require-
ment and are replaced by the first candidates not elected on the
same list of the gender represented the least. In the absence
of candidates of the gender represented the least on the majority
list in a number sufficient to go ahead with replacement, the
aforementioned criteria will apply to the minority lists pro-
gressively voted for the most from which the elected candidates
have been taken. If, applying the above criteria, it is not
however possible to identify suitable replacements, the share-
holders' meeting supplements the body with the legal majorities,
ensuring the satisfaction of the requirement of the balance
between genders envisaged by current legislation.
In the event of early termination of a Statutory Auditor from
office, the same shall be replaced by the Alternate Auditor
elected from among the candidates belonging to the same list as
the Auditor no longer in office in observance of current legis-
lation regarding balance between genders.
In observance of current legislation regarding the balance be-
tween genders, the shareholders' meeting takes steps to appoint
the Statutory Auditors and Alternate Auditors necessary for sup-
plementing the Board of Statutory Auditors following early ter-
mination from office, as follows:

a) if steps must be taken to replace Auditors elected from the
majority list, the appointment takes place by majority vote,
choosing from among the candidates on the list to which the
Auditors to be replaced belonged, who at least ten days before
the date fixed for the shareholders' meeting in first calling
have confirmed their candidature, together with the declarations
relating to the inexistence of causes of ineligibility or in-
compatibility, as well as the existence of the requisites of
good standing and professionalism prescribed for the office by
applicable legislation and the Articles of Association;
b) if, by contrast, steps must be taken to replace the Statutory
Auditor appointed by the minority, the shareholders' meeting
shall replace the same by majority vote, choosing from among the
candidates on the list to which the Auditor to be replaced
belonged, who at least ten days before the date fixed for the
shareholders' meeting in first calling have confirmed their can-
didature, together with the declarations relating to the inex-
istence of causes of ineligibility or incompatibility, as well
as the existence of the requisites of good standing and profes-
sionalism prescribed for the office by applicable legislation
and the Articles of Association.
The new Auditors appointed fall from office together with those
already in office.
The outgoing Auditors may be re-appointed.
- Article 19 -

Transactions with related parties

The Company approves the transactions with related parties in
compliance with the legal and regulatory provisions in force,
as well as its article of association provisions and the proce
dures adopted in this regard by the Company. The internal pro
cedures adopted by the Company in relation to transactions with
related parties may envisage that the Board of Directors approves
the transactions of greatest importance despite the contrary
opinion of the independent directors, provided that the perfor
mance of these transactions is authorised, as per Article
2364.1.5 of the Italian Civil Code, by the shareholders' meeting.
In the above circumstances, as well as in the cases where a
resolution proposal to be submitted to the shareholders' meeting
in relation to a significant transaction is approved in the
presence of the contrary opinion of the independent directors,
the meeting resolves with the majorities envisaged by law pro
vided that, if the unrelated shareholders present during the
meeting represent at least 10% of the share capital with the
right to vote, the aforementioned legal majorities are achieved
with the favourable vote of the majority of the unrelated share
holders voting during the meeting. The internal procedures
adopted by the Company in relation to transactions with related
parties may envisage the exclusion from their sphere of appli
cation of urgent transactions, also being the responsibility of
the shareholders' meeting, within the limits permitted by

applicable legal and regulatory provisions.

- Article 20 -
Winding up and liquidation of the Company
The provisions of the law shall be observed for the liquidation
and allocation of the corporate assets; the liquidation shall
be entrusted to one or more liquidators appointed by the share
holders' meeting.
If the Company has taken out mortgages, the Company may not be
wound up before they have been paid off.
- Article 21 -
References
With regard to the matters not expressly contemplated in these
Articles of Association, reference is made to the provisions
contained in the Italian Civil Code and to specific laws in that
regard.