Board of Statutory Auditors

Without prejudice to the provisions of the law on the protection of minorities, the appointment of Auditors is made on the basis of lists submitted by the Shareholders pursuant to Art. 26 in the Articles of Association. Shareholders shall have the right to submit lists of shareholders who, at the same time of filing their list, document that they hold at least 2.5% of the shares with voting rights in the ordinary Shareholders’ Meeting, unless the law or regulations lay down a different minimum percentage.

The lists must contain a number of candidates not exceeding the number of members to be elected listed by a progressive number. Each candidate may appear on a single list , with penallty of ineligibility. Each shareholder may, directly or indirectly by means of a trust company or by an intermediary person, submit only one list. In the event of a breach of this rule, the shareholder’s vote shall not be taken into account in relation to any of the lists submitted.

Where, with reference to the mandate in question from time to time, mandatory criteria for gender allocation (male and female) are applicable, each list with at least three candidates must contain a number of such candidates less represented at least equal to the minimum amount applicable from time to time (both with regard to the office of standing auditor and that of alternate auditor).

The lists signed by the shareholders who presented them must be deposited at the registered office at least twenty-five days before the date set for the Shareholders’ Meeting in first call or in single call. In the event that, at the date of expiry of that period, only one list has been filed, or only lists submitted by members who are found to be linked in accordance with the applicable provisions, lists may be submitted until the third day following that date. In that case, the minimum percentage provided for above shall be reduced to half.

Members other than those holding a controlling interest or a relative majority shall at the same time submit a declaration at the registered office that there are no liaison relationships provided for by the applicable provisions, with the members who hold, also jointly, a controlling interest or a relative majority and/or any other declaration required by the laws and regulations in force from time to time.

In order to prove the ownership of the number of shares necessary for the presentation of the lists, the members, at least twenty-one days before that set for the Shareholders’ Meeting in first call, or in single call, must send appropriate communication issued in accordance with current legislation through the intermediary of authorized financial intermediary.

The filing of the lists, carried out in accordance with the above, is also valid for the second and third convocation, if provided for.

Retiring mayors are eligible for re-election. Within that period, a full statement of the personal and professional characteristics of the candidates and the statements by which the individual candidates accept their application and declare on their own responsibility must also be submitted the non-existence of cases of ineligibility and incompatibility provided for by law, and the existence of statutory requirements for members of the Board of Statutory Auditors. Lists for which the above provisions are not observed shall be deemed not to have been submitted.

Each person entitled to vote may vote on only one list.

Without prejudice to the provisions of the following paragraph, the election of the members of the Board of Statutory Auditors shall proceed as follows:

from the list which has obtained the highest number of votes in the Assembly are drawn, according to the progressive order with which they are listed in the list, two actual members and one alternate;

from the second list which obtained the highest number of votes at the Shareholders’ Meeting, the remaining member, who also takes up the position of Chairman of the Board of Statutory Auditors in accordance with the law, shall be taken on the basis of the progressive order in which they are listed on the list, and the other alternate member.

If, as a result of the application of the provisions of the preceding paragraph, the minimum proportion of the gender less represented is not respected, as applicable from time to time (both with regard to the office of standing auditor and that of alternate auditor), instead of the last candidate of the most represented gender on the list who will have obtained a relative majority of the votes cast by the members, the next candidate of the least represented gender on the same list will be appointed.

In case of parity of votes between lists, prevails the one submitted by the members in possession of the greater participation at the time of the presentation of the list, or, in the alternative, by the greater number of members.

In the absence of minority lists, all members of the Board of Statutory Auditors will be elected from the majority list. In this case, the Chairman of the Board of Statutory Auditors shall be the first candidate for standing auditor.

In the event that no list is submitted, the appointment of the members of the Board of Statutory Auditors will be based on proposals from individual shareholders, in compliance with any minimum proportions of three types of allotment provided for by law and by the regulations in force from time to time.