FINCANTIERI By-laws 3 August 2026 (with amendments highlighted)

1 BY-LAWS OF FINCANTIERI S.p.A.

3

August

2026

(with

amendments

highlighted

)

TITLE

I

INCORPORATION

–

NAME

–

REGISTERED

OFFICE

–

DURATION

-

DOMICILE

Article

1 1.1.

This

joint

stock

company

was

incorporated

pursuant

to a

public

deed

of

notary

Carlo

Capo

Rome

on 29

December

1959

and is

denominated

“FINCANTIERI

S.p.A.”

(the

“Company”).

Article

2 2.1.

The

Company

has its

registered

office

is in

Trieste,

Italy.

2.2.

The

Company

may set

up and

close

local

offices

and

units,

branches,

representative

and

liaison

offices

in

Italy

or abroad.

Article

3 3.1.

The

term

of the

Company

shall

be

until

31

December

2060

and may

be

extended,

one or

more

times,

by a

shareholders’

meeting

resolution.

Article

4 4.1.

For the

purposes

of

their

relationships

with

the

Company,

the

address

for

service

of

each

shareholder,

director,

statutory

auditor

or

external

auditor

shall

be as

indicated

in the

Company’s

books

or as

notified

by any

of the

above

in writing.

TITLE

II

CORPORATE

OBJECT

Article

5 5.1.

The

Company

shall

have

for its

corporate

object:

• the exercise, including through shareholdings or investments in companies, already

2 incorporated or to be incorporated, both in Italy and abroad, of manufacturing, systems -

related, infrastructural, research and training activities in high technology industries with special focus on the industrial ship -

building, mechanical, electro -

mechani

cal and related sectors, including the construction, repair and conversion of ships and other means of transportation, as well as on the construction and repair of power generators and engines, and in general on any services connected to the above activiti es, and on the performance of public and private works, under both contracting arrangements and under concessions, or through other legal relationships, either in Italy or abroad, either on behalf of third parties or on its own account, in order to realize , in the context of activities falling within the categories of general and specialized works referred to in schedule “A” to the Decree of the President of the Republic No. 207 of 5 October 2010, as subsequently amended and supplemented, the following cons truction works: power plants; plants for high/medium voltage transformation and for the distribution of electricity through alternating and direct current and public lighting systems; technological plants/systems;

water and sewage plants/systems; electrome chanical transport plants/systems; general construction and technical finishing works; plants/systems for the disposal and recovery of wastes; structural components in steel; heating and air conditioning systems; internal electricity, telephone, radiotelep hone and television systems;

• the purchase, management and leasing, including financial leasing, of vessels of all kinds, and the exercise of any activity connected with shipbuilding;

• the execution of feasibility studies, research, consulting services, the preliminary, basic and functional as well as coordination design and/or also for supplies and services, project and/or contract execution management, operations management, technical -

economic

feasibility assessments or environmental impact studies, also for third parties;

• the participation in tenders and contracts and/or concessions awarded by contracting authorities, both public and private.

5.2.

The

Company

may

acquire

interests

in

other

corporations

whose

industrial,

commercial

or

financial

activities

are

similar,

connected

or in

any

event

related

to its

own

activities,

and/or

take

charge

of the

technical

and

financial

coordination

of

subsid

iaries,

and

provide

the

latter

with

financial

and

management

services;

the

Company

may

also

carry

out any

and all

commercial,

industrial

and

financial

transactions

including

loaning

and

borrowing

(save

for

collection

of

savings

from

the

public

and

professi

onal

lending

activities)

on

both

personal

property

and

real

estate,

as may

be

necessary

or

useful

in the

pursuit

of its

corporate

object,

including

the

issuance

of

guarantees

of

bonds,

also

in

favor

and in

the

interest

of

third

parties,

brokerage

activitie

s in

the

context

of

inter

alia

the

currency

sector,

with

specific

reference

to the

insurance

and

financing

of

export

credits

and any

other

transactions

permitted

or

delegated

by

special

regulations

and

aimed

at

facilitating

the

liquidation,

management,

adm

inistration

and

collection

of

receivables

arising

from

the

exercise

by

third

parties

of

commercial

or

industrial

activities

or the

supply

of

goods

and/or

services,

as

well

as the

purchase

and

sale

of

such

receivables,

with

or

without

recourse,

in any

form

and

condition

whatsoever,

provided

that

all the

above

transactions

are in

any

event

necessary

or

useful

to

achieve

the

corporate

object

.

TITLE

III

3

SHARE

CAPITAL

-

SHARES

-

BONDS

-

WITHDRAWAL

Article

6 6.1.

The

Company’s

share

capital

is EUR

88 1

, 753

7 64

, 5 44 991 .

7 0 (

eight

hundred

eight

y one

million

seven

hundred

fifty

sixty

four

three

thousand

fi ve

nine

hundred

ninety

one

forty

four

and

seventy

cents

)

divided

into

3 5 8 3 60 , 785 7 02 , 760 298 (

three

hundred

sixty

fifty

eight

million

seven

hundred

two

eighty

five

thousand

two

seven

hundred

ninety

eight

six ty

) shares.

6.2.

The

shares

have

no par

value.

6.

3.

On 11

June

2024,

the

Extraordinary

Shareholders’

Meeting

resolved

to

grant

the

Board

of

Directors

the

power,

pursuant

to

Article

2443

of the

Italian

Civil

Code,

to

increase

the

Company’s

share

capital,

including

without

the

subscription

of all

newly

issued

shares

and

against

consideration,

in one

or

more

tranches,

for a

period

of 5

years

from

11

June

2024,

for a

maximum

total

amount

of EUR

500,000,000.00,

inclusive

of any

share

premium,

through

the

issuance

of

ordinary

shares,

with

no

express

par

value,

inc

luding

cum

warrant

(which

entitle

the

holder

to

subscribe

-

against

consideration,

within

a

maximum

of

thirty

-

six

months

from

the

full

release

of the

first

tranche

of the

share

capital

increase

-

ordinary

shares

to be

issued

by the

Board

of

Directors

in th

e

exercise

of the

power)

with

regular

dividend

rights

and the

same

characteristics

as the

ordinary

shares

in

circulation

at the

time

of the

issuance,

and to

be

admitted

to

trading

on the

Euronext

Milan

regulated

market

organised

and

managed

by

Borsa

Italiana

S.p.A,

to be

offered

as an

option

to

those

entitled

pursuant

to

Article

2441,

paragraph

1 of

the

Italian

Civil

Code,

also

to

serve

the

purpose

of the

exercise

of the

aforesaid

warrants.

6.

4 .

O n 11

June

2024

, t he

Board

of

Directors

resolved

to

exercise

the

authorization,

granted

by the

Extraordinary

Shareholders’

Meeting

held

on 11

June

2024

concerning

the

increase

of the

Company’s

share

capital,

including

without

the

subscription

of all

newly

issued

shares

and

against

consideration,

in one

or

more

tranches,

for a

period

of 5

years

from

11

June

2024,

for a

maximum

total

amount

of EUR

500,000,000.00,

inclusive

of any

sha re

premium

,

structured

as

follows:

(i) a

first

tranche

for a

maximum

total

amount

of EUR

400,000,000.00,

inclusive

of any

share

premium,

through

the

issuance

of

ordinary

shares,

without

par

value,

cum

warrant

(that

provide

the

right

to

subscribe

against

consideration

–

within

36

months

from

the

full

completion

of the

first

tranche

of

capital

i

ncrease

–

ordinary

shares

that

will

be

issued

by the

Board

of

Directors

pursuant

to the

same

authorization),

with

regular

rights

and

having

the

same

characteristics

as the

ordinary

shares

in

circulation

as of

the

issuing

date,

to be

admitted

to

trading

on the

regulated

Euronext

Milan

market

organized

and

managed

by

Borsa

Italiana

S.p.A.

and to

be

offered

in

option

to

shareholders

pursuant

to

article

2441,

comma

1, of

the

Italian

Civil

Code,

within

December

31,

2024

,

establishing,

also

pursuant

to art.

2439,

second

paragraph

of the

Italian

C

ivil

C

ode,

that,

if

within

this

deadline

the

capital

increase

is not

fully

subscribed,

said

increase

will

remain

within

the

limits

of the

subscriptions

collected

by

that

date

, and

(ii)

a

second

tranche,

in

divisible

form,

for

maximum

amount

of EUR

100,000,000.00,

inclusive

of any

share

premium,

through

the

issuance,

in one

or

more

occasions,

of

ordinary

shares,

without

par

value,

with

regular

rights

and

having

the

same

characteristics

as the

ordinary

shares

in

circulation

as of

the

issuing

date,

to be

admitted

to

trading

on the

regulated

Euronext

Milan

market

organized

and

managed

by

Borsa

Italiana

S.p.A.,

destined

to the

exercise

of the

above

mentioned

Warrant,

4 to

be

underwritten

within

36

months

from

the

completion

of the

first

tranche

of the

share

capital

increase

, all

subject

to

establishing

in a

subsequent

resolution

any

further

terms

or

conditions

of the

capital

increase,

including

the

issue

price

of the

newly

issued

shares,

the

distribution

between

capital

and

share

premium,

the

maximum

number

of

ordinary

shares

to be

issued

and the

option

assignment

ratio

applicable

to the

shares,

the

exercise

price

of the

warrants,

the

exercise

ratio

of the

warrants,

the

maximum

number

of

conversion

shares

to be

issued

to

service

the

exercise

of the

warrants

.

6.

5 .

The

board

of

directors,

on 20

June

2024,

resolved

to

determine

the

final

terms

and

conditions

of the

capital

increase

resolved

on 11

June

2024

by the

board

of

directors

and,

therefore,

to:

(i)

determine

the

subscription

price

of EUR

of the

new

shares

in EUR

2.62,

to be

attributed

as

much

as EUR

0.10

to

capital

and EUR

2.52

to

share

premium;

(ii)

determine

the

maximum

overall

amount

of the

first

tranche

of the

capital

increase

at EUR

399,338,854.20,

of

which

EUR

15,241,941

will

be

allocated

to

capital

and EUR

384,096,913.20

to

share

premium;

(iii)

establish

the

maximum

number

of new

shares

to be

issued

as

part

of the

first

tranche

of the

capital

increase

at

152,419,410;

(iv)

determine

the

option

ratio

based

on n.

9 new

shares

for

every

n.

10

ordinary

shares

he ld,

without

prejudice

in any

case

to

what

is

necessary

to

ensure

the

balancing

of the

operation;

(v)

determine

the

subscription

price

of

each

subdivision

share

at EUR

4.44,

to be

allocated

EUR

0.10

to

capital

and EUR

4.34

to

premium;

(vi)

establish

the

maximum

number

of

warrants

to be

issued

as

part

of the

capital

increase

at

152,419,410;

(vii)

determine

the

exercise

ratio

of the

warrants

based

on no.

5

compendium

shares,

each

n.

34

warrants

exercised;

(viii)

establish

the

maximum

number

of

conversion

shares

to be

issued

as

part

of the

warrant

capital

increase

at 22,414,615.

The

terms

and

conditions

of the

warrants

are set

out in

the

"Fincantieri

Warrants

2024

-

2026"

Regulation

published

on the

Company's

website.

6.

6 .

The Shareholders’ Meeting in extraordinary session on 14 May 2025 resolved on the issuance, in one or several tranches, by the end of 31 December 2026, of a maximum number of 2,000,000 ordinary shares, having the same characteristics as the outstanding ord inary shares, to be used for the

first

cycle

of the

2022

-

2024

Performance

Share

Plan

and the

2025

-

2026

Employee

Share

Ownership

Plan

, to be allotted free of charge, pursuant to Article 2349 of the Italian Civil Code, to the beneficiaries of the Plans, without increasing the share capital.

For the

above

purposes,

the

extraordinary

Shareholders’

Meeting

has

conferred

on the

Board

of

Directors

the

broadest

power

to:

(i )

define

the

amount

of

ordinary

shares

to be

issued

and

allotted

free

of

charge

to the

beneficiaries

of the

first

cycle

of the

2022

-

2024

Performance

Share

Plan

and the

2025

-

2026

Employee

Share

Ownership

Plan,

in

compliance

with

the

conditions,

modalities

a nd

terms

laid

down

therein;

(ii)

determine

the

implicit

nominal

value

of the

newly

issued

ordinary

shares

at the

time

of

each

share

issuance;

(iii)

identify,

also

as a

result

of the

provisions

under

(i )

and

(ii),

the

profits

and/or

retained

earnings

reported

in the

latest

financial

statements

approved,

subject

to

which

the

shares

will

be

issued

and

(iv)

implement

the

foregoing,

providing,

by way

of

example,

for the

subsequent

amendments

to the

By -

laws

t

hat,

from

time

to

time,

may be

necessary

or appropriate.

6.

7 .

The B

oard

of D

irectors,

on 26

June

2025,

resolved

to

exercise

the

authorization,

granted

by the

Extraordinary

Shareholders’

Meeting

held

on 14

May

2025

concerning

the

issuance,

in one

or

several

tranches,

of a

maximum

number

of

2,000,000

ordinary

shares,

having

the

same

characteristics

as the

outstanding

ordinary

shares,

to be

used

for the

first

cycle

of the

2022

-

2024

Performance

Share

Plan

and the

2025

-

2026

Employee

Share

Ownership

Plan,

5 to

be

allotted

free

of

charge,

pursuant

to

Article

2349

of the

Italian

Civil

Code,

to the

beneficiaries

of the

Plans,

without

increasing

the

share

capital.

For the above purposes, t he B

oard

of D

irectors

resolved

:

a) in relation to the

first

cycle

of the

2022

-

2024

Performance

Share

Plan

:

(i) to

issue

no. 837,406

ordinary

shares

,

without

par value,

having

the

same

characteristics

as the

outstanding

ordinary

shares,

without

increasing

the

share

capital

, to

be

used

for the

2022

-

2024

Performance

Share

Plan

, to

be

allotted to

the

beneficiaries

of the

p

lan,

pursuant

to

Article

2349

of the

Italian

Civil

Code

;

(ii)

to

determine

the implicit nominal value

of the

issued ordinary shares

in EUR

2.717

for each share;

b) in relation to the

2025

-

2026

Employee

Share

Ownership

Plan

:

(i) to

grant

authority

to the

Chairman

of the

Board

of

Directors

and the

Chief

Executive

Officer,

separately,

to

determine

the

number

of

ordinary

shares,

without

par

value,

having

the

same

characteristics

as the

outstanding

ordinary

shares,

to be

issued,

also

in one

or

several

tranches,

without

increasing

the

share

capital,

to be

used

for the

Employee

Share

Ownership

Plan

2025

–

2026,

to be

allotted

to

employees

of the

Company

and/or

its

subsidiaries,

pursuant

to

Article

2349

of the

Italian

Civil

Code

, and

to

proceed

with

the

related

issuance

;

(ii)

to

grant

authority

to the

Chairman

of the

Board

of

Directors

and the

Chief

Executive

Officer

,

separately,

to

determine

the implicit nominal value of the issued ordinary shares ;

c) to

grant

authority

to the

Chairman

of the

Board

of

Directors

and the

Chief

Executive

Officer,

separately

and with the authority to subdelegate , to

implement

the

foregoing,

providing,

by way

of

example,

for the

subsequent

amendments

to the

By -

laws

that,

from

time

to

time,

may be

necessary

or

appropriate

.

The terms and conditions of the

first

cycle

of the

2022

-

2024

Performance

Share

Plan

and the

Employee

Share

Ownership

Plan

2025

–

2026

are set out in the

relative

Information Document

s

published

on the Company's website .

6.8.

The

Shareholders’

Meeting

in

extraordinary

session

on 14

May

2026

resolved

on the

issuance,

in one

or

several

tranches,

by the

end of

31

December

2026,

of a

maximum

number

of

1,960,000

ordinary

shares,

having

the

same

characteristics

as the

outstanding

ord

inary

shares,

to be

used

for the

second

cycle

of the

2022

-

2024

Performance

Share

Plan,

to be

allotted

free

of

charge,

pursuant

to

Article

2349

of the

Italian

Civil

Code,

to the

beneficiaries

of the

Plan,

without

increasing

the

share

capital.

For the above purposes, the extraordinary Shareholders’ Meeting has conferred on the Board of Directors the broadest power to: (i ) define the amount of ordinary shares to be issued and allotted free of charge to the beneficiaries of the second cycle of the 2022 -

2024 Performance

Share Plan, in compliance with the conditions, modalities and terms laid down therein; (ii)

determine the

implicit nominal value of the newly issued ordinary shares at the time of each share issuance; (iii) identify, also as a result of the provisions under (i ) and (ii), the profits and/or retained earnings reported in the latest financial statements approved, subject to which the shares will be issued and (iv) implement the foregoing, providing, by way of example, for the subsequent amendments to the By -

laws t

hat, from time to time, may be necessary or appropriate .

Article

6 -

bis

6 6 -

bis.1.

Under

Article

3 of

Decree

Law no.

332 of

31 May

1994,

converted

with

amendments

into

Law no.

474 of

30

July

1994,

no

individual

other

than

the

Italian

State,

state

entities

or

their

subsidiaries

may

hold

in any

form

Company’s

shares

representing

m ore

than

5

(five)

percent

of the

share

capital,

except

as

provided

for by

applicable

law.

6 -

bis.2.

Calculation

of the

maximum

share

ownership

takes

into

account

the

aggregate

shares

held

by the

controlling

shareholder,

be it

an

individual,

a

legal

entity,

a

company

or

another

entity;

all

direct

or

indirect

subsidiaries

and all

the

companies

con

trolled

by the

same

holding

company,

the

associated

entities,

and the

individuals

related

by

blood,

kinship

up to

the

second

degree

or

marriage,

provided

that

the

spouses

are not

legally

separated.

6 -

bis.3. Calculation of the 5 (five) percent maximum shareholding takes into account the shares held by trust companies and/or fiduciaries and in general third party intermediaries.

6 -

bis.4.

No

voting

and

other

non -

financial

rights

of the

shares

held

by

shareholders

other

than

the

State,

state

entities

or

their

respective

subsidiaries

may be

exercised

in

relation

to the

shares

exceeding

the 5

percent

limit

and the

voting

rights

of suc

h

shareholders

to

whom

the

limit

applies

are

reduced

pro

rata,

except

where

indicated

in

advance

by the

shareholders

involved.

Any

resolution

in

breach

of the

above

can be

challenged

pursuant

to

article

2377

of the

Italian

Civil

Code,

if the

required

major

ity

would

not

have

been

reached

without

the

votes

in

excess

of the

above

limit.

The

shares

without

voting

rights

are

nevertheless

counted

for the

quorum

of the

meeting.

Article

7 7.1.

The

shares

are

registered,

indivisible

and

each

share

bears

the

right

to one

vote.

The

shares

are

freely

transferrable.

Article

8 8.1.

In

case

of

capital

increase,

the

newly

issued

shares

shall

be

offered

pre -

emptively

to the

shareholders,

save

as

otherwise

permitted

under

applicable

law.

8.2.

In

case

of

capital

increase,

the new

shares

may

also

be

paid

-

up

through

contributions

in kind.

8.3.

The

shareholders’

meeting

may

decide

to

exclude

preemption

rights,

within

the

limits

and as

per

article

2441,

letter

four,

second

paragraph,

of the

Italian

Civil

Code.

8.4.

The

share

capital

may

also

be

increased

by

issuing

preferred

shares

or

shares

with

specific

rights,

different

from

those

of the

existing

shares.

The

Company

may

also

issue

special

categories

of

shares

and

financial

instruments

under

Article

2349

of th

e

Italian

Civil

Code.

8.5.

The

share

capital

may be

reduced

by a

resolution

of the

shareholders’

meeting,

also

by

transferring

corporate

assets

to the

shareholders.

7

Article

9 9.1.

The

Company

may

issue

bonds,

including

bonds

convertible

into

shares,

in

compliance

with

applicable

law.

Article

10 10.1.

The

Company

may

receive

loans

and

other

forms

of

financing

from

its

shareholders,

with

or

without

interest,

subject

to

repayment

and

otherwise,

in

compliance

with

applicable

law and

in

particular

with

the

laws

on

collection

of

savings

from

the

public

.

Article

11 11.1.

Shareholders

who did

not

vote

in

favour

of the

extension

of the

Company’s

term,

or the

creation,

modification

or

release

of

restrictions

on the

circulation

of the

shares

will

have

no

right

of withdrawal.

11.2.

The

Company

may

request,

at any

time

and at

its own

expense,

through

the

centralized

securities

administration

service,

that

intermediaries

provide

identity

details

of the

shareholders

who

have

not

expressly

denied

their

consent

to

such

disclosure,

a nd

the

number

of

shares

registered

in

their

accounts.

When

such

a

request

is

made

upon

the

shareholders’

request,

the

procedures

provided

for by

applicable

laws

and

regulations

shall

apply,

also

in

relation

to the

minimum

shareholding

required

to

submit

th e

application

and

with

the

costs

allocated

equally

between

the

Company

and the

applicant

shareholders,

unless

otherwise

determined

by

applicable

law.

TITLE

IV

SHAREHOLDERS’

MEETINGS

Article

12 12.1.

The

annual

and

special

shareholders’

meetings

shall

be

convened

by the

board

of

directors

and are

ordinarily

held

at the

registered

office

of the

Company,

unless

otherwise

decided

by the

board

of directors.

12.2.

The

annual

shareholders’

meeting

shall

be

convened

at

least

once

a

year

to

approve

the

financial

statements

within

120

days

of the

end of

the

financial

year,

or

within

180

days

in

cases

for

which

the law

provides

for

such

longer

term.

Article

13

8 13.1.

The

shareholders’

meeting

must

be

convened

by a

notice

published

on the

Company

website,

in

compliance

with

the

formalities

provided

for in

Consob

regulations

and

within

the

deadlines

provided

under

the

applicable

law.

13.2.

Shareholders’

meetings

shall

be

held

in a

single

sitting.

The

board

of

directors

may

however

decide,

whenever

it

deems

it

necessary,

that

the

general

and

special

shareholders’

meetings

be

held

in

more

than

one sitting.

Article

14 14.1.

The

right

to

attend

shareholders’

meetings

and the

procedures

for

exercising

voting

rights

are

regulated

by

applicable

law.

Article

15 15.1.

All

shareholders

entitled

to

speak

at the

shareholders’

meeting

may be

represented

thereat

through

a

written

or

electronic

proxy,

in

accordance

with

applicable

law.

15.2.

The

proxy

may be

notified

to the

Company

electronically,

through

certified

electronic

mail

or

using

a

dedicated

section

of the

website,

as

indicated

from

time

to

time

in the

convening

notice.

15.3.

In

order

to

facilitate

the

collection

of

proxies

from

shareholders

who are

employees

of the

Company

or of

its

subsidiaries

and are

affiliated

to

shareholders

associations

meeting

the

requirements

under

applicable

law,

dedicated

spaces

shall

be

made

a

vailable

to

these

associations

for the

communication

and

collection

of

proxies,

according

to the

terms

agreed

from

time

to

time

with

their

legal

representatives.

15.4.

The

chairman

is in

charge

of

verifying

the

validity

of the

proxies

and in

general

the

right

to

attend

the

shareholders’

meeting.

15.5.

The

Company

may

designate

for

each

meeting

a

person

to

whom

shareholders

may

grant

a

proxy

with

voting

instructions

on all

or

some

of the

resolutions

on the

agenda,

in

accordance

with

applicable

law and

regulations.

The

proxy

shall

not be

valid

for r

esolutions

for

which

no

voting

instructions

have

been

given.

15.6.

If so

provided

in the

meeting

notice,

the

shareholders

with

voting

rights:

(i) may

attend

the

meeting

by

telecommunication

means

and

exercise

their

rights

to

vote

by

electronic

means

and/or

(ii)

cast

their

vote

by

mail

and/or

electronically,

in

accor

dance

with

applicable

laws

and regulations.

15.7.

The

meetings

shall

be

governed

by the

Rules

of

Procedure

approved

by

resolution

of the

annual

general

meeting

of the

Company.

Article

16

9 16.1.

The

shareholders’

meeting

shall

be

chaired

by the

chairman

of the

board

of

directors,

or if

the

chairman

is

absent

or

unavailable,

by the

vice

-

chairman

if

appointed;

if the

vice

-

chairman

is

also

absent

or

unavailable,

the

meeting

shall

be

chaired

by any

other

person

delegated

by the

board

of

directors,

failing

which

the

shareholders’

meeting

shall

elect

its own

chairman.

16.2.

The

shareholders’

meeting

shall

appoint

a

secretary,

who

needs

not be

a

shareholder,

and may

select

one or

more

scrutineers

amongst

the attendees.

Article

17 17.1.

The

shareholders’

meeting

shall

resolve

on all

the

subjects

attributed

to the

shareholders

by law

or in

the By

-

laws.

17.2.

Unless

otherwise

provided

in the

By -

laws,

the

shareholders

resolutions

must

be

approved

by the

majority

required

by the

law in

each

case,

for

both

annual

and

special

meetings,

and in

first,

second

or

third

sitting,

or in

a

single

sitting.

17.3.

The

minutes

of the

annual

shareholders’

meetings

must

be

signed

by the

chairman

of the

meeting

and the

secretary.

The

minutes

of the

special

shareholders’

meetings

must

be

drafted

by an

Italian

notary.

TITLE

V

ADMINISTRATION

AND

CONTROL

Article

18 18.1.

The

Company

is

managed

by the

board

of directors.

The

control

functions

are

entrusted

to the

board

of

statutory

auditors

and the

external

auditor

in

accordance

with

the law

and the

by -

laws.

TITLE

VI

BOARD

OF

DIRECTORS

Article

19 19.1.

The

Company

shall

be

managed

by a

board

of

directors

composed

of not

less

than

seven

and not

more

than

thirteen

members.

19.2.

The

shareholders’

meeting

shall

from

time

to

time

establish

the

number

of the

board

members

within

the

limits

specified

above.

The

shareholders’

meeting

may

vary

the

number

of

board

members,

also

during

their

term,

in

compliance

with

the

first

provis

ion of

this

article,

10 and

appoint

them

with

the

procedures

provided

hereby.

The

directors

so

appointed

will

leave

together

with

those

who

were

in

office

at the

time

of

their

appointment.

19.3.

The

members

of the

board

of

directors

are

appointed

by the

shareholders’

meeting

in

compliance

with

the

laws

on

equal

access

of the

under

-

represented

gender

to the

corporate

bodies.

19.4.

Appointees

to the

board

of

directors

must

meet

certain

professional

and

competence

requirements

as

listed

below.

In

particular,

directors

must

be

selected

on the

basis

of

their

professional

experience

and

competence

and

have

at

least

three

years

of e

xperience

in:

a) a management or control position, or other position with managerial responsibilities in

corporations, or,

b) professional activities or university teaching experience in law, economics, finance or

technical

-

scientific subjects, connected or anyway functional to business activity, or, c) a management or executive capacity within state entities or administrations operating in sectors related to the company’s business activities, or within public administrations or entities unconnected with such sectors, provided that their functions entaile d management of operational and financial resources.

19.5.

Directors

must

satisfy

the

requirements

of

integrity

established

by

Legislative

Decree

No.

58 of

24

February

1998

and by

the

implementing

regulatory

provisions

and,

in

addition,

by any

other

legislative

or

regulatory

provision

in

force

that

applies

t o the

directors

of the

Company.

A

failure

to

satisfy

the

aforesaid

requirements

shall

result

in

ineligibility

for

election

to

office

or

appointment

to

office

automatically

lapsing.

Whenever

an

appointment

lapses,

the

director

shall

not be

entitled

to damages.

The

directors

who,

during

their

office,

no

longer

satisfy

the

requirements

of

integrity

referred

to

above,

shall

immediately

notify

the

board

of

directors

of the

same

immediately.

Without

prejudice

to the

above,

if the

director

with

executive

powers

becomes

subject

to

precautionary

measures

such

that

make

it

impossible

for

him/her

to

exercise

his/her

powers

following

the

procedure

under

Article

309 or

Article

311,

paragraph

2, of

th e

Italian

Code

of

Criminal

Procedure,

or

after

the

expiration

of the

term

thereof,

this

shall

amount

to

grounds

for

ineligibility

as

director

or

automatic

lapse

for

good

cause

of the

appointment

as

director

with

executive

powers

without

any

right

to

damage

s.

For the

purposes

of

this

provision,

the

board

of

directors

shall

ascertain

the

existence

of the

facts

provided

for

therein,

for

cases

governed

in

whole

or in

part

by

foreign

laws,

on the

basis

of

substantial

equivalence.

19.6.

The

board

of

directors

shall

be

elected

by the

shareholders’

meeting

from

slates

submitted

by the

shareholders

and by

the

board

of directors.

Candidates

in a

slate

must

be

numbered

consecutively.

Slates

shall

be

submitted

at the

Company’s

registered

office

within

the

time

and as

provided

by

applicable

law.

11 A

shareholder

may

submit

or

take

part

in the

submission

of, and

vote

only

one slate.

A

candidate

may

only

stand

in a

single

slate,

under

penalty

of ineligibility.

Only

shareholders

who,

alone

or

together

with

other

shareholders,

represent

at

least

1% of

the

share

capital

or

such

lower

percentage

as

provided

in

Consob’s

regulations

may

submit

slates.

Ownership

of the

minimum

stake

necessary

to

submit

slates

shall

be

verified

within

the

term

and as

provided

by the

laws

applicable

from

time

to time.

Each

slate

must

include

at

least

two

candidates

satisfying

the

independence

requirements

provided

for by

the law

and

mention

them

separately.

One of

such

candidates

must

be the

first

in the

slate.

All

candidates

must

meet

the

integrity

requirements

provided

for by

applicable

laws

and the

by -

laws.

Slates

that

have

three

or

more

candidates

must

also

include

candidates

of

different

gender,

as

indicated

in the

notice

of

meeting,

so to

ensure

that

the

composition

of the

board

of

directors

is

compliant

with

the

applicable

laws

on

gender

equality.

19.7.

Each

slate

must

be

accompanied

by the

professional

curriculum

vitae

of

each

candidate

and a

statement

whereby

each

candidate

accepts

the

candidacy

and

declares

under

his or

her

responsibility

that

there

are no

causes

of

ineligibility

and

incompatibil

ity,

and

that

he or

she

meets

the

above

integrity

and,

if

applicable,

independence

requirements.

The

appointed

candidates

shall

promptly

notify

the

board

of

directors

if

they

cease

to

meet

the

requirements

that

were

satisfied

at the

time

of the

appointment

or in

case

any

cause

for

ineligibility

or

incompatibility

has arisen.

19.8.

The

election

of

directors

shall

be

carried

out as

follows:

a) from the slate that has obtained the majority of the shareholders’ votes the following shall be elected in the progressive order used in the slate: (i

) two

-

thirds of the directors to be appointed, with fractions being rounded to the next lower integer, if the board of directors consists of no more than nine members; (ii) seven directors, if the board of directors consists of ten members; (iii) eight dir ectors, if the board of directors consists of eleven members; (iv) nine directors, if the board of directors consists of twelve members; and (v) ten directors if the board of directors consists of thirteen members;

b) the remaining directors will be taken from the other slates, without prejudice to the compliance with the applicable law on minority shareholders which are not in any way linked, even indirectly, with the shareholders who submitted or voted for the most vo ted slate. For this purpose, the votes obtained by said slates will subsequently be divided by one, two or three, according to the number of directors to be elected. The ratios thus obtained shall progressively be attributed to the candidates of each slate , according to their order. The ratios thus attributed to the candidates of the various slates shall be arranged in descending order. Those who shall have obtained the highest ratios will be elected. If more candidates obtain the same ratio, the candidate of the slate with no candidates elected or that with the lowest number of candidates elected shall be

12 appointed as director. If none of these slates has yet elected a director or if all have elected the same number of directors, the candidate from the slate with more votes will be elected. If candidates receive the same number of votes and are attributed t

he same

ratio, the shareholders’ meeting shall cast a new vote among the candidates with the same ratio from slates who elected the same number of directors (or none) and that obtained the same number of votes, according to the procedure in letter e) below ;

c) if, following the procedure described above, the minimum number of independent directors required by the law had not been appointed yet, the number of votes to be allocated to each candidate of the various slates shall be calculated by dividing the

number

of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates who do not meet the independence requirements and with the lowest ratios among the candidates from all the

slates,

shall be replaced, starting from the last one and up to the minimum number of independent directors under applicable law, by the independent candidates (if any) from the same slate of the replaced candidate (according to the order in which they are

indicat

ed), or individuals meeting the independence requirements and elected through the procedure set forth by letter e) below. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be that of the sla

te with

the highest number of elected directors, or if more slates had elected the highest number of directors, the candidate belonging to the slate with fewer votes, or in the event of a tie, the candidate who receives fewer votes in a special shareholder s’ vote on all the candidate with the same ratio and from slates with the same number of directors elected, through the procedure set forth by letter e) below;

d) when the procedures under letter a) and b) do not ensure compliance with the applicable laws on balance between genders, the ratio of votes to be allocated to each candidate from the slates with three or more candidates will be calculated by dividing the n

umber

of votes obtained by each slate by the ranking number of each candidate, in order to create a single decreasing ranking list; the candidates of the most represented gender with the lowest ratios and from the above slates are therefore replaced, up to

the number

of independent directors sufficient to comply with the laws on balance between genders and without prejudice to the minimum number of independent directors, by the candidate of the less represented gender, if any, ranked immediately lower from the same slate of the replaced candidate. In the event two or more candidates of different slates obtained the same ratio, the candidate to be replaced shall be ( i) the candidate from the slate that elected the highest number of directors, or (ii) in the event the same number of directors were elected from more slates, the candidate of the slate with fewer votes, or (iii) in the event of a tie, the candidate who ob tains fewer votes in a special shareholders’ vote on the candidates with the same ratio, and belonging to slates which elected the same number of directors, through the procedure set forth by letter e) below;

e) directors for any reason not appointed pursuant to the aforementioned procedures will be appointed by the shareholders’ meeting, with the majorities prescribed by the law, so as to ensure that the composition of the board of directors complies with applica

ble laws

and regulations, the bylaws, and applicable rules on balance between genders.

19.9. Directors are appointed for up to three financial years, and their mandate expires on the date of the shareholders’ meeting convened to approve the financial statements for the last financial year of their term. Directors may be reappointed pursuant

Article

2383 of the Italian Civil Code.

13 19.10.

If one

or

more

board

members

cease

to

serve

in

office,

due to

resignations

or for

any

other

reasons

during

a

financial

year,

article

2386

of the

Italian

Civil

Code

shall

apply.

The

minimum

number

of

independent

directors

provided

by

law,

and the

rules

on

balance

between

genders

and

representation

of the

minorities

must

in any

case

be

complied

with.

If

more

than

one

third

of the

board

members

ceases

to

serve

in

office,

due to

resignations

or

other

causes,

the

entire

board

shall

automatically

be

removed

and a

shareholders’

meeting

will

be

convened

to

appoint

a new

board

of

directors,

pursuant

to the

pr

ocedures

under

Article

2386

of the

Italian

Civil

Code

for

reappointment

of the

entire

board.

Article

20 20.1.

The

board

of

directors

shall

elect

a

chairman

among

its

members,

unless

the

appointment

has

already

been

made

by the

shareholders’

meeting;

the

board

of

directors

may

elect

a

vice

-

chairman

to

replace

the

chairman

in the

event

of

absence

or

impediment

of the

latter.

20.2.

The

board

of

directors

may

delegate

some

or all

of its

powers,

save

for

those

that

may not

be

delegated

by

law,

to one

or

more

board

members

and/or

to an

executive

committee.

The

directors,

within

the

limits

of the

powers

conferred

to

them,

may

deleg

ate

powers

and the

legal

representation

of the

Company

for

specific

documents

or

categories

of

documents

to

employees

of the

Company

or to

third

parties.

20.3.

The

board

of

directors

shall

also

appoint

a

secretary,

who

needs

not be

an

employee

of the

Company.

Article

21 21.1.

The

board

of

directors

shall

meet

at the

venue

specified

in the

related

notice,

at the

registered

office

or

elsewhere,

whenever

the

chairman,

or in

the

event

of

absence

or

impediment

of the

chairman,

the

vice

-

chairman,

if

appointed,

deems

it

necessar

y, or

whenever

such

meeting

is

requested

by at

least

one

third

of the

board

members

(rounded

down

to the

next

lower

integral)

or by

the

board

of

statutory

auditors.

21.2

Board

of

directors’

meetings

may be

held

by

audio

or

video

conference

call,

provided

that

each

of the

attendees

can be

identified

by all

the

others,

and is

able

to

take

part

in

real

time

in the

discussion

on the

items,

and to

receive,

transmit

and rev

iew documents.

If all

the

foregoing

conditions

are

met,

the

meeting

shall

be

deemed

to

have

been

held

at the

place

where

those

acting

as

chairman

and

secretary

are

physically

present.

21.3.

As a

general

rule,

board

meetings

must

be

convened

at

least

five

days

prior

to the

date

of the

meeting,

or two

days

before

in

case

of

urgency,

along

with

the

available

documentation

on the

topics

to be

discussed.

14

Article

22 22.1.

Board

meetings

shall

be

chaired

by the

chairman,

or in

the

latter’s

absence

or

impediment,

by the

vice

-

chairman,

if

appointed;

in the

event

of

absence

or

impediment

of the

vice

-

chairman,

by the

member

appointed

by the

majority

of the

directors

attend

ing the

meeting.

Article

23 23.1.

The

quorum

for the

board

meetings

resolutions

shall

be the

majority

of the

board

members

in office.

23.2.

Board

resolutions

may be

passed

by a

simple

majority

of the

board

members

in

attendance;

in the

case

of a

tie,

the

chairman

shall

cast

the

deciding

vote.

Article

24 24.1.

The

discussions

of the

board

meetings

shall

be

recorded

in

minutes

to be

signed

by

those

acting

as

chairman

and

secretary

of the

meeting,

and

drafted

on the

register

of the

board

meetings,

to be

maintained

in

accordance

with

the law.

Article

25 25.1.

The

board

of

directors

is in

charge

of

managing

the Company.

The

members

of the

board

of

directors

perform

all the

activities

necessary

to

achieve

the

Company’s

corporate

object.

25.2.

The

head

of the

internal

audit

division

shall

report

to the

board

of

directors

or, if

available,

to a

specific

board

committee.

25.3.

Pursuant

to

Article

2365

of the

Italian

Civil

Code

the

board

of

directors,

in

addition

to the

other

powers

attributed

under

the By

-

laws,

is in

charge

of:

approving

all

resolutions

on

mergers

and

demergers

as

provided

by

applicable

law,

the

opening

or

closing

of

local

offices,

the

attribution

of

legal

representation

powers

to one

or

more

directors,

the

reduction

of the

share

capital

in

case

of one

or

more

shareholders

withdrawals,

any

amendments

to the

bylaws

to

comply

with

applicable

laws

and the

tran

sfer

of the

registered

office

within

the

territory

of Italy.

Article

26 26.1.

Upon

mandatory

opinion

of the

board

of

statutory

auditors,

the

board

of

directors

shall

appoint

a

manager

in

charge

of the

Company’s

financial

reports,

for a

term

at

least

equal

to

that

of the

board

itself,

but not

exceeding

six

financial

years,

and

determine

the

manager’s

term

in

office,

powers,

responsibilities

and remuneration.

The

board

of

directors

has the

power

to

remove

the manager.

The

manager

in

charge

of the

Company’s

financial

reports

15

must

have

professional

experience

in

accounting,

finance

and

control

and

meet

the

integrity

requirements

for directors.

26.2.

Failure

to

meet

the

above

requirements

will

result

in

forfeiture

of

office,

to be

declared

by the

board

of

directors

at the

meeting

immediately

following

the

date

on

which

such

failure

first

came

to light.

The

manager

in

charge

of

preparing

the

Compa

ny’s

financial

reports

shall

attend

the

board

meetings

at

which

matters

under

his or

her

responsibility

are discussed.

26.3.

If

necessary,

the

board

may

appoint

one or

more

special

technical

or

administrative

advisory

committees,

whose

members

need

not be

board

members,

and

determine

remuneration

of its

members.

26.4.

The

board

may

also

appoint

general

managers

and

representatives

of the

Company,

as

well

as

attorneys

-

in -

fact

for

specific

transactions,

documents

or

types

of

documents

and

establish

their

powers.

Article

27 27.1.

The

chairman,

or in

the

event

of

absence

or

impediment

by the

latter,

the

vice

-

chairman,

if

appointed,

is the

legal

representative

of the

Company

before

any

courts

and

administrative

authorities

and

third

parties

and has

signing

authority.

The

vice

-

chairman’s

signature

shall

be

construed

as

evidence

vis -

à -

vis

third

parties

of the

chairman’s

absence

or impediment.

27.2.

The

chief

executive

officer,

if

appointed,

and the

other

persons

so

authorized

by the

board

of

directors,

including

non -

directors,

may

represent

the

Company

and

have

signing

authority

within

the

scope

of the

powers

delegated

to them.

The

related

boar

d

resolutions

must

be

published

in

accordance

with

applicable

law.

Article

28 28.1.

Board

members

shall

be

entitled

to a

refund

of all

expenses

incurred

in

connection

with

their

official

duties,

and to

remuneration

as

determined

by the

annual

shareholders’

meeting,

which

may

exercise

the

option

under

art.

2389,

paragraph

3 of

the It

alian

Civil

Code.

Once

approved,

the

related

shareholders’

resolution

shall

also

apply

to the

subsequent

financial

years

until

the

shareholders

determine

otherwise.

28.2.

The

remuneration

for

directors

performing

special

functions

is

determined

by the

board

of

directors

in

accordance

with

applicable

laws.

28.3.

Directors

must

comply

with

the

duty

not to

compete

with

the

Company

under

Article

2390

of the

Italian

Civil

Code.

Article

29

16 29.1.

In

case

of

urgency,

and in

accordance

with

the

related

parties

procedures

of the

Company,

the

related

party

transactions

which

are not

reserved

to the

shareholders

and

need

not be

authorized

by the

latter

may be

carried

out by

way of

derogation

from

articles

7 and

8 of

Consob

regulation

n.

17221

of 12

March

2010

on

related

parties

transactions,

without

prejudice

to the

requirements

imposed

by

other

applicable

laws.

29.2.

In

cases

of

urgent

related

party

transactions

within

the

shareholders’

reserve

powers

under

article

11,

paragraph

five,

of the

above

regulation,

the

related

party

transactions

procedure

may

allow

for

these

transactions

to be

carried

out by

way of

der

ogation

from

paragraphs

1, 2

and 3

of

article

11 of

the

above

regulation,

without

prejudice

to the

requirements

imposed

by

other

applicable

laws.

If the

conclusions

of the

supervisory

body,

pursuant

to

article

13,

paragraph

6,

letter

c), are

negative,

the

shareholders’

meeting

shall

decide

as per

the

procedures

set by

the

following

paragraph.

29.3.

The

procedures

on

related

party

transactions

may

also

give

shareholders

the

power

to

authorize,

pursuant

to

article

2364,

paragraph

1,

number

5) of

the

Italian

Civil

Code,

or

approve

a

more

significant

related

party

transaction,

even

in

spite

of the

independent

directors’

view

to the

contrary,

pursuant

to

article

8,

paragraph

2 and

to

article

11,

paragraphs

2 and

3 of

the

aforementioned

regulation,

provided

that:

(i) the

attendance

quorum

and

majority

provided

by the

by -

laws

are

met,

and

(ii)

if the

non -

related

shareholders

attending

the

meeting

represent

at

least

10% of

the

share

capital

with

voting

rights,

the

majority

of non

-

related

voting

shareholders

does

not

vote

against

the transaction.

TITLE

VII

BOARD

OF

STATUTORY

AUDITORS

-

INDEPENDENT

AUDITOR

Article

30 30.1.

In

accordance

with

applicable

laws,

the

shareholders’

meeting

shall

appoint

the

board

of

statutory

auditors,

to be

composed

of

three

permanent

members

and

three

alternate

members,

and

decide

the

remuneration

of the

permanent

members.

30.2.

The

composition

of the

board

of

statutory

auditors

must

comply

with

applicable

laws

on

equal

access

of the

under

-

represented

gender

to the

corporate

bodies.

30.3.

The

members

of the

statutory

board

must

meet

the

professional

and

integrity

requirements

under

the

Ministry

of

Justice

Decree

30

March

2000,

n.

162.

For the

purposes

of

article

1,

paragraph

2,

letters

b) and

c) of

the

above

Decree,

activities

related

to

business

and tax

law,

corporate

management

and

finance

and

sectors

connected

to

naval

engineering,

are

deemed

to be

closely

related

to the

company’s

business.

Statutory

auditors

may act

as

directors

in

other

companies

within

the

limits

set

forth

under

Consob

regulations.

17 30.4.

The

board

of

statutory

auditors

is

appointed

on the

basis

of

slates

submitted

by the

shareholders.

Candidates

in a

slate

are

numbered

consecutively

and

cannot

be

more

than

the

number

of

statutory

auditors

to be

appointed.

Slates

can

only

be

submitted

by

shareholders

who

hold,

either

individually

or

jointly

with

other

shareholders,

at

least

the

minimum

shareholding

required

by the

bylaws

to

submit

slates

of

candidates

for the

board

of directors.

The

submission,

deposit

and

publication

of the

slates

are

subject

to the

provisions

of the

by -

laws

on

appointment

of

directors

and to

applicable

laws.

The

slates

are

divided

in a

section

for

candidates

to

permanent

auditors

and

another

for

candidates

to

substitute

auditors.

The

first

candidate

for

each

section

shall

be an

accountant

enrolled

with

the

registry

of

auditors

and

have

exercised

audit

activiti

es for

no

less

than

three

years.

Pursuant

to

applicable

laws

on

equal

access,

the

first

two

candidates

in

both

the

permanent

auditors

and the

alternate

auditors

section

in

slates

with

three

or

more

candidates

in

aggregate

for

both

sections

must

be of

a

different

gender.

30.5.

Two

permanent

auditors

and two

alternate

auditors

shall

be

elected

from

the

most

voted

slate

in the

order

in

which

they

are

listed

in the

slate

sections.

The

other

permanent

auditor

and

alternate

auditor

are

elected

as per

applicable

regulations

and

pursuant

to

article

19 of

the

bylaws

on

election

of

directors

from

minority

slates,

which

will

apply

to

both

sections

of the

other

slates.

30.6.

The

chairman

of the

statutory

board

is

elected

by the

shareholders

among

the

statutory

auditors

chosen

from

the

minority

slate;

in the

event

of a

replacement,

the

alternate

auditor

shall

be

appointed

as

chairman

according

to the

same

procedure.

Article

31 31.1.

The

statutory

auditors

are

appointed

for a

term

of

three

financial

years,

expiring

on the

date

of the

shareholders’

meeting

convened

to

approve

the

financial

statements

for the

third

financial

year

of

their

term,

and may

be reappointed.

31.2.

The

slate

voting

system

applies

only

in the

event

of

replacement

of the

whole

board

of

statutory

auditors.

31.3.

In

case

of

replacement

of one

of the

auditors

from

the

most

voted

slate,

the

first

alternate

auditor

from

such

slate

is appointed.

If the

resulting

statutory

board

is not

compliant

with

the

applicable

laws

on

equal

access,

the

second

alternate

audito

rs

from

that

same

slate

is elected.

If it

becomes

necessary

to

replace

the

other

auditor

from

the

most

voted

slate,

the

first

alternate

auditor

from

the

same

slate

is appointed.

31.4.

Board

of

auditors’

meetings

may be

held

by

audio

or

video

conference,

provided

that

each

of the

attendees

can be

identified

by all

the

others,

and is

able

to

take

part

in the

discussion

on the

items

in

real

time,

and to

receive,

transmit

and

review

d ocuments.

18 If

all the

foregoing

conditions

are

met,

the

meeting

shall

be

deemed

to

have

been

held

at the

place

where

the

person

chairing

the

meeting

is

physically

present.

Article

32 32.1.

The

independent

auditors

of the

Company

are

appointed

by the

shareholders’

general

meeting,

in

compliance

with

applicable

laws.

TITLE

VIII

FINANCIAL

STATEMENTS

AND NET

PROFITS

Article

33 33.1.

The

Company’s

financial

year

shall

be

from

1

January

to 31

December

of

each

year.

At the

end of

each

financial

year

the

board

of

directors,

in

accordance

with

the

law,

shall

prepare

the

Company’s

financial

statements

to be

submitted

to the

shareholde

rs for

approval.

33.2.

The

board

of

directors

may

distribute

advances

on

dividends

to

shareholders

during

the

course

of the

financial

year.

Article

34 34.1.

The net

profits

shall

be

distributed

as

follows:

a) 5% (five per cent) to be set aside to the legal reserve until its amount reaches one fifth of the share capital; or, if the balance of the legal reserve falls below such amount, until such balance is brought back to one fifth of the share capital;

b) the residual amount is available to the shareholders for distribution as dividends to shareholders or for other purposes.

Article

35 35.1.

Any

dividends

that

are not

collected

within

five

years

of the

date

on

which

they

become

payable

shall

be

deemed

forfeited

and

revert

to the

Company.

TITLE

IX

WINDING

-

UP AND

LIQUIDATION

OF THE

COMPANY

Article

36

19 36.1.

In

case

of

winding

up of

the

Company,

the

shareholders’

meeting

shall

determine

the

applicable

liquidation

procedures,

appoint

one or

more

liquidators,

and

establish

their

powers

and remuneration.

TITLE

X

GENERAL

PROVISIONS

Article

37 37.1.

All

matters

not

expressly

regulated

herein

shall

be

governed

by the

relevant

provisions

of the

Italian

Civil

Code

and all

applicable

special

laws.

Article

38 38.1.

The

provisions

on

balance

between

genders

shall

apply

at

each

renewal

of the

board

of

directors

and of

the

board

of

statutory

auditors,

in

accordance

with

applicable

laws.