Italy

CHAPTER V COMPANY LIMITED BY SHARES

SECTION I

GENERAL PROVISIONS

Art. 2325 – Liability

[1] In a company limited by shares, any liability arising in relation to obligations contracted, may be satisfied solely with the company’s assets.

[2] In the event of the insolvency of the company, any obligations incurred during the period in which the shares of the company were held by a sole shareholder, the sole shareholder will be exposed to unlimited liability when contributions have not been made pursuant to the provisions of article 2342 or for the entire period prior to the time in which the publication requirements have been fulfilled pursuant to the provisions of article 2362.

Art. 2325-bis – Companies that resort to the risk capital market

[1] For the purposes of the application of this Title, companies which issue shares which are listed on regulated market or widely distributed among the public are considered as companies that resort to the risk capital market.

[2] The provisions of this Title apply to companies with shares listed on regulated markets unless otherwise provided for in other provisions of the Civil Code or in applicable laws.

Art. 2326 – Company Name

[1] The company name, in whatever way formulated, shall include the indication that it is a company limited by shares.

Art. 2327 – Minimum Capital Amount

[1] A company limited by shares shall be established with a share capital of not less than one hundred and twenty thousand Euros.

Art. 2328 – Articles of Association

[1] The company may be established by way of either a contract or a unilateral deed.

[2] The Articles of Association shall be drafted by public deed and shall specify:

1. the name and surname or the company name, the place and date of birth or the State of incorporation, the domicile or the address of the registered office, the citizenship of the shareholders or of any promoters, as well as the number of shares subscribed by each of them;

2. the company’s name of the municipality in which the company has its registered office, and the indication of any secondary offices;

3. the company’s business purpose;

4. the amount of the share capital subscribed and paid- in;

5. the number of shares and their par value; the characteristics of the shares and the modality in which they shall be issued and circulated;

6. the value attributed to the receivables and the property contributed in kind;

7. the rules regulating the distribution of the profits;

8. any benefits attributed to the promoters or to the founding shareholders;

9. the model of corporate governance adopted, the number of directors and their powers, and the indication of those who have been delegated powers of representation;

10. the numbers of those on the board of statutory auditors (2397);

11. the appointment of the initial directors and statutory auditors, or the members of the supervisory board (2409-duodecies), and when contemplated, the person entrusted with the statutory accounting audit (2409-bis);

12. the approximate amount of the incorporation costs to be borne by the company;

13. the duration of the company, or if the company has been established for an indefinite term, the period of time, not more than one year from the date of incorporation, which shall necessarily elapse before a shareholder shall be entitled to withdraw.

[3] The by-laws containing the rules for the functioning of the company, even if contained in a separate document, constitute an integral part of the Articles of Association. In the event of any inconsistencies between the provisions of the Articles of Association and those of the by-laws the latter shall prevail.

Art. 2329 – Conditions for Incorporation

[1] The following conditions must be fulfilled in order to incorporate a company:

1. the share capital shall be subscribed in its entirety;

2. the provisions of articles 2342, 2343 and 2343-ter regarding contributions in kind must be complied with;

3. the required authorizations must be obtained, and other conditions required by the specific laws for the setting up of the company in relation to its specific business purpose must be met.

Art. 2330 – Filing of the Articles of Association and registration of the Company

[1] The notary who has received the deed containing the Articles of Association must file such deed within twenty days with the Business Register Office of the district in which the company has its registered office, including documents proving compliance with the conditions as set forth in article 2329.

[2] If the notary or the directors do not file the said documents within the term indicated in the previous paragraph, any shareholder may file the deed at the company’s expense.

[3] The registration of the company with the Company Register is required simultaneously with the filing of the Articles of Association. The Company Register Office enrols the company in the Register, after verifying the formal regularity of the documentation.

[4] If the company establishes secondary offices, article 2299 applies (1).

(1) Art. 2299 – Secondary Divisions

[1] An abstract of the Articles of Association shall be filed for registration with the Company Register in each location in which the company establishes a secondary division with permanent representation, within thirty days from the establishment of such divisions.

[2] The abstract shall indicate the Company Register with which the company is registered and the date of registration.

[3] Repealed

[4] The establishment of secondary divisions must also be registered within the same term as stated above, in the Company Register in the location in which the company is registered.

Art. 2331 – Effects of registration

[1] Upon registration in the Company Register, the company acquires a legal personality.

[2] Those persons who have acted on behalf of the company before registration, are unlimitedly, jointly and severally liable as third parties, for the operations carried out. The sole founding shareholder and those shareholders who, in the Articles of Association or in a separate deed have decided, authorized or consented to the implementation of the operation, are also held unlimitedly, jointly and severally liable for such operations.

[3] If subsequent to the registration the company approves a transaction contemplated in the preceding paragraph, the company is also liable and it must indemnify those who have acted on its behalf.

[4] The sums deposited pursuant to paragraph 2 of article 2342 cannot be given to the directors if they do not provide evidence that the company has been registered in the Company Register. If, within ninety days of the execution of the Articles of Association, or the date of the granting of the authorizations indicated in paragraph 3) of article 2329 above, the registration has not taken place, such sums are to be returned to the subscribers and the Articles of Associations shall no longer be valid.

[5] Prior to the registration in the Business Register, the issuance of shares is forbidden, and the shares, save for the offer of public subscription in accordance with article 2333, cannot be the object of a public offering of financial products.

Art. 2332 – Nullity of company

[1] Once the registration in the Business Register is completed, a declaration of nullity of the company can be rendered only in the following cases:

1. failure to stipulate the Articles of Association in the form of a public deed;

2. illegality of the company’s purpose;

3. the lack in the Articles of Association of any indication relating to the name of the company, or the contributions, or the amount of capital subscribed or the company’s purpose.

[2] The declaration of nullity does not impair the effect of the transactions carried out in the name of the company after the registration in the Company Register.

[3] The shareholders are not discharged from their obligation to pay their contributions until the creditors of the company have been satisfied.

[4] The court decision which declares the nullity of the company, appoints the liquidators.

[5] Nullity cannot be declared if the cause of action of the same has been eliminated, and such elimination has been rendered public through the filing of the same with the Company Register.

[6] The final statements of the decision which declares the nullity, must be registered with the Business Register by the directors or the liquidators nominated pursuant to the provisions of paragraph 4.

SECTION II

INCORPORATION THROUGH

PUBLIC SUBSCRIPTION

Art. 2333 – Prospectus and subscription of shares

[1] The company may also be founded through public subscription on the basis of a program indicating the company’s purpose and the capital, the main provisions of the articles of Association and the by-laws, and any participation which promoters reserve for themselves in the profits and the time limit within which the Articles of Association are to be executed.

[2] The prospectus, with the authenticated signatures of the promoter(s), must be deposited with a notary prior to being made public.

[3] The subscription of shares must be evidenced by a public act or by authenticated private deed. Such documents shall contain the name and surname or the company name, domicile or legal address of the subscriber, the number of shares subscribed and the date of subscription.

Art. 2334 – Payments and calling of meeting of subscribers

[1] Upon completion of the collection of the subscriptions, the promoters shall, by registered post or in the manner set out in the prospectus, assign to the subscribers a term not exceeding one month within which the payments prescribed in paragraph 2 of article 2342 must be made.

[2] In the event that such payments are not made within the term specified, the promoters are authorized to take action against the subscribers who are in default, or to release them from their obligation(s). If the promoters avail themselves of the latter power, the company may not be formed prior to the shares subscribed being disposed of.

[3] Unless the prospectus provides for a different time limit, the promoters, within twenty days following the expiration of the time limit established in the first paragraph of this article, shall call a meeting of the subscribers by means of a letter sent to each subscriber by registered post at least ten days before the date set for the meeting, stating the matters to be dealt with.

Art. 2335 – Meeting of the subscribers

[1] The meeting of subscribers shall:

1. ascertain the existence of the conditions required for the formation of the company;

2. resolve on the contents of the Articles of Association and the by-laws;

3. resolve on the share in the profits reserved by the promoters for their own benefit;

4. appoint the directors and the statutory auditors (2397) or the members of the supervisory board (2409-duodecies) and, if provided, the person entrusted with the statutory accounting audit (2409-bis).

[2] The meeting is validly convened and quorate with the presence of at least half of the subscribers.

[3] Each subscriber is entitled to one vote, regardless of the number of shares subscribed, and the favorable vote of the majority of those present is required for the resolution to be valid.

[4] However in order to amend the terms of the prospectus, the unanimous consent of all subscribers is required.

Art. 2336 – Execution and filing of the Articles of Association

[1] Upon compliance with the requirements of the preceding article, those present at the meeting, also on behalf of the absent subscribers, execute the Articles of Association, which shall be filed with the Business Register in accordance with article 2330.

SECTION III

PROMOTERS AND FOUNDING

SHAREHOLDERS

Art. 2337 – Promoters

[1] The promoters are those who, in the incorporation of the company by public subscription, have signed the prospectus in accordance with the second paragraph of article 2333.

Art. 2338 – Obligations of promoters

[1] The promoters are jointly and severally liable vis-à-vis third parties for the assumed obligations in the incorporation of the company.

[2] The company must take over from the promoters their assumed obligations and reimburse them for expenses incurred, always provided that such expenses were necessary for the setting up of the company or were approved by the meeting.

[3] If, for any reason, the formation of the company is not set up, the promoters are not entitled to any recourse against the subscribers of the shares.

Art. 2339 – Liability of promoters

[1] The promoters are jointly and severally liable vìs-a-vìs the company and third parties:

1. for the complete subscription of the capital of the company and for necessary payments required for the setting up of the company;

2. for the existence of the contributions in kind in conformity with the sworn report indicated in article 2343;

3. for the truthfulness of the information they have disclosed to the public in connection with the formation of the company.

[2] Those persons on whose behalf the promoters have acted, are also jointly and severally liable vìs-a-vìs the company and third parties.

Art. 2340 – Limitations on benefits reserved for promoters

[1] The promoters may reserve for themselves in the articles of Association, independently from their status as shareholders, a participation not exceeding in the aggregate of onetenth of the net profits shown in the balance sheet for a maximum period of five years.

[2] They cannot stipulate any other benefit to their own advantage.

Art. 2341 – Founding shareholders

[1] The provisions of the first paragraph of article 2340 also apply to the shareholders who have executed the articles of Association, whether the company was formed simultaneously therewith or by public subscription.

SECTION III-bis

SHAREHOLDERs AGREEMENTS

Art. 2341-bis – Shareholders agreements

[1] Agreements, in whatsoever form executed, which have the purpose of regularizing the ownership structures amongst the shareholders or the management of the company which:

a) have as their object the exercise of voting rights in company limited by shares or the companies that control them;

b) set limits on the transfer of the related shares or the interest held in the companies that control them;

c) have as their object or effect, the exercise jointly or otherwise, of a dominant influence on such companies, cannot have a duration of more than five years, and shall be deemed to have been agreed for such duration even if the parties anticipate a longer term; such agreements shall be renewable upon expiration.

[2] In the event that the agreement does not provide a specific term of duration, each party may withdraw on giving one hundred and eighty days’ advance notice.

[3] The provisions of this article do not apply to agreements instrumental to cooperation agreements for the production or exchange of goods and services relating to companies wholly owned by the participants of the agreement.

Art. 2341-ter – Publicity of shareholders agreements

[1] Shareholders agreements relating to companies that resort to the risk capital market (2325-bis) must be communicated to the company and a statement must be made at the opening of each shareholders’ meeting. The statement must be recorded in the minutes of the shareholders’ meeting and must be filed with the Business Register Office.

[2] In the absence of the statement referred to in the preceding paragraph, the owners of shares to which the shareholder agreement refers, cannot exercise their right to vote and any resolutions adopted with their decisive vote are contestable pursuant to the provisions of article 2377.

SECTION IV

CONTRIBUTIONS

Art. 2342 – Contributions

[1] Unless otherwise provided for in the Articles of Association, contributions shall be made in cash.

[2] At the time of the execution of the articles of association at least twenty five per cent of the contribution in cash, or, in the event of incorporation by virtue of a unilateral deed, the full amount must be deposited with a bank.

[3] In respect of contributions consisting of property in kind or assignment of receivables, the provisions of article 2254(1) and 2255(2) are applicable. The shares corresponding to such contributions must be paid in full upon subscription.

[4] If the plurality of shareholders no longer exists, outstanding payments must be made within ninety days.

[5] The performance of work or services cannot be provided as a contribution.

(1) Art. 2254 – Warranties and risks of contributions

[1] With regard to items where ownership is contributed, the warranty of the contributing partner and the allocation of risks are regulated by the provisions concerning sales.

[2] The risk relating to items whose enjoyment is contributed remains with the contributing partner. The warranty as regards enjoyment is regulated by the rules concerning leases.

(2) Art. 2255 –Contribution of receivables

[1] A member who has contributed a receivable is liable in respect of the insolvency of the debtor as per the limits set out in Article 1267 in the case of agreed assumption of guarantee.

Art. 2343 – Appraisal of contributions in kind and receivables

[1] Those who contribute property in kind or receivables shall submit a sworn report of an expert, appointed by the court of the district in which the company has its registered office, which contains: a description of the property or the receivable(s) contributed; a statement attesting that the value assigned to each item of property or receivable contributed is not lower than the nominal value, increased by the share premium, if any, of the shares issued against the contribution, and the criteria of evaluation used. The report shall be attached to the Articles of Association.

[2] The expert is liable for any damages caused to the company, the shareholders or to third parties. The provisions of article 64 of the Code of Civil Procedure shall apply.

[3] Within one hundred and eighty days from the registration of the company, the directors must verify the evaluations contained in the sworn report indicated in the first paragraph, and, if well founded reasons exist, they must revise the appraisal. Until the evaluations have been verified, the shares corresponding to the contributions in kind are not transferable and shall remain deposited with the company.

[4] If it should result that the value of property or of the receivables contributed is lower by more than one fifth of the value for which the contribution was made, the company shall reduce its capital proportionately, cancelling the shares in relation to which such value is unsubscribed. The contributing shareholder, however, may deposit the difference in cash or withdraw from the company; the exiting shareholder is entitled to the restitution of the contribution in kind, should it be possible in whole or in part. The articles of association may contemplate, subject in any case to the provisions of the fifth paragraph of article 2346, that as a consequence of the cancellation of the shares as provided in the previous paragraph, a different distribution of the shares among the shareholders may be determined.

2343-bis – Purchase by the company from promoters, founders, shareholders and directors

[1] The purchase by the company, of property or receivables from promoters, founders, shareholders or directors, for a consideration equal to or higher than one tenth of the capital of the company, within two years from the registration of the company in the Business Register, must be authorized by the ordinary shareholders’ meeting (2364, 2364 bis).

[2] The seller shall submit a sworn report of an expert appointed by the court of the district in which the company has its registered office, containing a description of the property in kind or the receivables, the value ascribed to each item of property or receivable, the criteria of evaluation applied, as well as an attestation that such value is not lower than the consideration itself, which must in any event be specified.

[3] The report shall be deposited at the registered office of the company during the fifteen days preceding the shareholders’ meeting. The shareholders are entitled to examine the report. Within thirty days from the authorization, the minutes of the meeting, together with the report of the expert appointed by the court, shall be filed by the directors with the Business Register Office.

[4] The provisions of this article do not apply to purchases which are effected under normal conditions in the context of the day-to-day business operations of the company or those that occur in regulated markets or under the control of judicial or administrative authorities.

[5] In the event of any breaches of the provisions of this article, the directors and the transferor shall be jointly and severally liable for any damages caused to the company, the shareholders or third parties.

Art. 2343-ter – Contributions of assets in kind or receivables without an appraisal

[1] For contributions of securities or money market instruments, the appraisal described in paragraph one of article 2343 is not required if the value set for the purposes of determining the share capital and the premium, if any, is equal to or less than the weighted average price at which such securities/instruments have been traded at on one or more regulated markets in the six months preceding to the contribution.

[2] In circumstances falling outside the application of the first paragraph, the appraisal described in the first paragraph of article 2343 is furthermore not required when the value set, for the purposes of determining the share capital and the premium, if any, to the assets or receivables contributed in kind, is equal or inferior to:

a) the fair value entered in the financial statements of the financial year preceding the financial year during which the contribution is carried out, provided that it has undergone statutory audit and that the auditor’s report does not contain any exception on the evaluation of the assets being contributed, or;

b) the value resulting from an appraisal carried out as of a date preceding the contribution of no more than six months and in compliance with the generally accepted principles and criteria for the appraisal of assets to be contributed, provided that it has been drafted by an expert independent from the contributing person, the company, and the shareholders who individually or jointly control the contributing person or the company, and who is of proven and adequate professionalism.

[3] Those who contribute assets or receivables pursuant to paragraphs one and two shall submit documentation evidencing the value attributed to the contribution, and for the contributions described in paragraph two, that the conditions described therein have been met. Such documentation has to be attached to the Articles of Association.

[4] The expert referred to in paragraph 2 of letter b) is liable for any damages caused to the company, to the shareholders or to any third parties.

[5] For the purpose of the application of the second paragraph, letter a), for the definition of “fair value”, reference is made to the international accounting principles adopted by the European Union.

Art. 2343-quater – Exceptional or relevant facts influencing the appraisal

[1] Within thirty days of the registration of the company, the directors must verify whether - in the period following the one outlined in paragraph 1 of article 2343-ter - any exceptional events have occurred which affected the prices of the conferred securities or money market instruments to the extent that the value of these assets was significantly altered at the date of registration of the company in the Business Register, including situations in which the securities or instrument markets are no longer liquid. The directors shall also verify within the said term whether, following the end of the financial year of the financial statements referred to under letter

a) of the second paragraph of article 2343-ter, or at the cut-off date of the appraisal referred to under letter

b) of the same paragraph, any new significant events have occurred, considerably altering the value of the contributed assets or receivables at the date of registration of the company with the register of Companies, as well as the requirements of professionalism and independence of the expert who drafted the appraisal pursuant to the second paragraph, letter b), of article 2343-ter.

[2] Should the directors determine that the facts described in the first paragraph have occurred, or that the expert who drafted the appraisal pursuant to the second paragraph, letter

b) of article 2343-ter) does not possess the required professionalism and independence, upon initiative of the directors, a new appraisal shall be carried out pursuant to article 2343.

[3] For any case not covered by paragraph 2, the directors shall file a declaration with the Business Register, within the same period as outlined in paragraph 1, containing the following information:

a) a description of the contributed goods or receivables in relation to which the report pursuant to the provisions of article 2343, paragraph 1, was not submitted;

b) the value set for these items, the source of the appraisal and, if necessary, the method used for the appraisal;

c) a statement that this value is at least equal to that attributed to such items in the determination of the share capital and, of the share premium, if any;

d) a statement that no extraordinary or major events that might have an impact on the appraisal described in letter b) have occurred;

e) a statement that the expert has the required professionalism and independence pursuant to paragraph 2, letter b) of article 2343-ter.

[4] The shares cannot be transferred and must remain deposited with the company until such statement is registered.

Art. 2344 – Failure to pay quota

[1] If a member fails to the pay his or her quota, upon the elapse of fifteen days from the publication of the warning in the Gazzetta Ufficiale, the directors, if they do not consider it to be useful to commence action for the enforcement of the execution of the contribution, can offer the shares to the other shareholders in proportion with their shareholding, for a price not lower than the contributions still due. In the absence of offers, they are entitled to have the shares sold at the risk and for the account of the member, through a bank or intermediary authorized to operate on regulated markets.

[2] If the sale cannot take place due to lack of buyers, the directors can declare the dismissal of the member, and retain the sums collected from him, without prejudice to compensation for additional damages.

[3] If the unsold shares cannot be circulated within the financial year during which the dismissal of the defaulting member is pronounced, they shall be cancelled by a corresponding reduction of the capital of the company.

[4] I The member having defaulted in the payment of his quota cannot exercise his right to vote.

Art. 2345 – Accessory services

[1] In addition to the obligation to contribute, the articles of association may provide for the obligation of the members to perform non monetary accessory services, by specifying the content, duration, modality and compensation of such services, and providing for special sanctions in the event of non performance. In determining the remuneration for such services, the standards applicable to relationships requiring the performance of similar services shall be observed.

[2] The shares to which the duty of such performance is connected shall be nominative and are not transferable without the consent of the directors.

[3] Unless otherwise provided in the articles of association the duties contemplated in this article cannot be modified without the consent of all the shareholders.

SECTION V

SHARES AND OTHER

PARTECIPATORY FINANCIAL INSTRUMENTS

Art. 2346 – Issue of shares

[1] The corporate participation is represented by the shares; save otherwise provided by special law provisions, the by-laws may exclude the issue of the relevant shares or provide for the use of different techniques for entitlement and transfer purposes.

[2] If determined in the by-laws, the nominal value of each share is equal to a fraction of the share capital; such determination shall refer without exception to all shares issued.

[3] In the absence of a determination of the nominal value of the shares, the provisions related to it shall apply in respect to the amount of shares in relation with the total amount of shares issued.

[4] Shares are assigned to each shareholder in a number which is proportional to the fraction of share capital subscribed and for a value which cannot be greater than the value of its contribution. The by-laws may establish different shares allocation criteria.

[5] In no event can the value of total contributions be lower than the global amount of the share capital.

[6] The company retains the option, even following contribution by shareholders or third parties consisting of work or services, to issue financial instruments including economic.