1 BY-LAWS OF FINCANTIERI S.p.A.
3 Au
gust
2026
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 incorporated or to be incorporated, both in Italy and abroad, of manufacturing, systems -
2 related, infrastructural, research and training activities in high technology industries with special focus on the industrial ship -
building, mechanical, electro -
mechanical 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 activities, and on the performance of public and private works, under both contracting arrangeme nts 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 construction 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; electromechanical transport plants/systems; general construction and technical finishing works; p lants/systems for the disposal and recovery of wastes; structural components in steel; heating and air conditioning systems; internal electricity, telephone, radiotelephone 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
SHARE
CAPITAL
-
SHARES
-
BONDS
-
WITHDRAWAL
3
Article
6 6.1.
The
Company’s
share
capital
is EUR
881,7
64 ,
991 .
7 0
(eight
hundred
eight
y one
million
seven
hundred
six ty
four
thousand
nine
hundred
ninety
one and
seve
nty
cents)
divided
into
3 60
, 7 02 , 298
(three
hundred
sixty
million
seven
hundred
two
thousand
two
hundred
ninety
eight
)
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
issue
d
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,
in
cluding
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 t
he
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,
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
4
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 e
xercise
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,
with
out
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
board
of
directors,
on 2
6
June
202 5
,
resolved
to
exercise
the
authorization,
granted
by the
Extraordinary
Shareholders’
Meeting
held
on 1
4 May
202 5
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
board
of
directors
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
majority
would
not
have
been
reached
without
the
votes
in
excess
of the
abo ve
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
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
and/or
electronically,
in
accordance
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
to 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 voted slate. For this purpose, the votes obtained by said slates will subsequently be divided by o ne, 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 s
hall 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 sha
ll 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
delegate
powers
and the
legal
representation
of the
Company
f or
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
review
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
board
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 r
elated
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
documents.
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.