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3 OUR FIRM

4 OUR FIRM Zitiello e Associati, founded in 2006, is a boutique law firm formed by lawyers with consolidated experience able to provide their Clients with a highly specialised assistance in the principal practice areas of the firm: financial markets, banking and insurance law. Our professional assistance is guided by a strong set of core values: customization of services, ductility, promptness and reliability in order to ensure a long standing relationship of trust with our Clients. The firm is formed by a group of lawyers with strong expertise in the relevant practice areas, operating in the firm on a long standing basis, with strong motivation and flexibility and able to assist our Clients efficiently in managing the most complex issues. Zitiello e Associati has a confirmed reputation in the relevant practice areas having gained and developed experience on topics of particular importance with primary domestic and international clients.

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7 OUR MODEL

8 OUR MODEL The Firm is inspired by the boutique law firm model where the professional structure, selected and targeted according to a criterion of specialisation, is able to offer customised assistance to Clients, with a view to ensuring a careful and punctual attention to their specific needs and priorities. We provide our professional services with a dynamic and proactive approach. We believe that attention to updates and in-depth research allows a better understanding of our Clients needs. Even if we traditionally operate within the Italian jurisdiction, we have been developing over time a strong international outlook allowing us to meet the best interests of domestic and foreign clients within a legislative context increasingly integrated at transnational level. In this respect the Firm maintains long-term relationships with other law firms established in a number of foreign jurisdictions. Our major Clients are banks, investment firms, asset management companies, insurance companies, financial intermediaries, listed companies, fiduciary companies and other authorised intermediaries. Our core professional values include strict compliance with rules on conflict of interests and principles of professional ethics.

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11 FINANCIAL MARKETS, SECURITIES AND REGULATORY

12 FINANCIAL MARKETS, SECURITIES AND REGULATORY We have a broad understanding of financial markets with particular reference to capital markets and debt capital markets, initial public offerings, listing procedures, structured finance, regulatory, investment services and collective asset management. The Firm provides professional assistance on: - issuances of both equity and debt financial instruments; - listing on regulated markets, private placements, public tender offers, initial and secondary public offering; - structured finance and securitisation. The Firm provides regulatory advice to intermediaries on: - investment services; - collective asset management; - organisation and structuring of distribution networks; - derivatives and financial guarantees; - market abuse and anti-money laundering; - establishment of branches and subsidiaries, cross border services, enrolment of new intermediaries and applications for authorisations; - relations with supervisory authorities.

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15 BANKING LAW

16 BANKING LAW The Firm provides assistance on: - drafting and negotiation of financing agreements, including pool agreements; - drafting and negotiation of collateral agreements, pledges, real estate mortgages, sureties and performance bonds; - drafting and negotiation of leasing and factoring agreements; - banking, payment and electronic money services; - banking contracts, transparency and offering documentation; - credit for consumers in all its forms (personal loans, special purpose loans, personal loans secured on one fifth of salaries or pensions, delegation of payment, revolving credit cards); - distribution and door to door selling of banking, financing and payment products; - issues connected to usury and compound interest; - establishment of banks and financial intermediaries and enrolment in the relevant registers; - issues connected to the digitisation process of relationships with customers; - organisation and structuring of networks of finance agents and credit brokers; - relations with the supervisory authorities.

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19 INSURANCE LAW

20 INSURANCE LAW The Firm has gained considerable professional experience in insurance law, in particular: - on the structuring and the rules governing insurance-based investment products, as unit linked, index linked, capital redemption operations and multi-class insurance policies; - on rules governing life and non-life insurance products linked to loans and financing contracts; - on the drafting, revision and updating of offering prospectuses, informative documents and, more generally, of the contractual set; - on the structuring of complex distribution models (agency mandates, brokerage assignments, distribution agreements, cooperation agreements, horizontal cooperation agreements between intermediaries); - in supporting the legal, compliance and anti-money laundering departments of insurance companies and intermediaries; - in assisting insurance companies and intermediaries during the authorisation procedure and the extension of the authorisation to new insurance classes; - in the analysis of business cross-border distribution models and in the establishment of subsidiaries and branches; - in assisting insurance companies and intermediaries in leasing with the competent Authorities in the event of inspections and claims.

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23 CORPORATE LAW

24 CORPORATE LAW The Firm provides legal advice in the field of commercial and corporate law, assisting financial intermediaries and companies in operations and transactions. In particular, we advise on: - the setting up of companies and the drafting or amending of by-laws and shareholders agreements; - increase of share capital; - mergers and acquisitions; - management of relationships between companies, their directors and shareholders; - crowdfunding; - the opening of branches and subsidiaries, also abroad; - drafting of commercial contracts and documentation; - outsourcing contracts; - IT and software license contracts; - contracts governing audio-visual works and advertising contracts; - privacy issues relating to corporate activities. The Firm pays particular attention to advising social innovative start-ups providing assistance to its clients in the drafting and negotiation of investment agreements and corporate governance rules. The Firm provides assistance to fiduciary companies dealing with issues concerning the managing of third parties assets, fiduciary contracts and custody. Furthermore, we provide our professional services for the constitution of trusts and any related operational assistance.

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27 LITIGATION PRACTICE

28 LITIGATION PRACTICE The Firm is strongly present in the field of litigation applying the special expertise gained in financial markets, banking, regulatory and insurance when assisting intermediaries on disputes against their clients. The major fields of intervention concern disputes: - on the provision of investment services (bonds in default, individual portfolio management, derivatives, structured products, execution of orders and online trading, placements); - of principals against their distribution network (financial advisers ( promotori finanziari ), financial agents ( agenti in attività finanziaria ), credit brokers ( mediatori creditizi ), insurance brokers and agents); - on illicit activities of financial advisers or, in any case, of agents, subagents or auxiliary staff of the intermediaries; - on the provision of banking services; - on usury and compound interest; - on insurance policies and insurance financial products. Furthermore, the Firm provides assistance to its Clients in arbitration procedures, and in several alternative dispute resolution procedures provided for in the applicable legislation (Banking and Financial Arbitrator, Ombudsman, Financial Dispute Arbitrator).

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31 PUBLICATIONS, CONFERENCES AND PROFESSIONAL TRAINING

32 PUBLICATIONS, CONFERENCES AND PROFESSIONAL TRAINING We participate as speakers to conferences on topics concerning financial markets, banking and insurance law and we publish articles on numerous legal journals. Due to our experience and practise of our law firms, we engage in an intense collaboration with the major associations representing intermediaries. We organise meetings on a regular basis that we like to call Clients & Friends during which topical issues concerning financial markets, banking and insurance law are addressed with an extremely proactive approach aiming to provide a valid contribution in terms of updates and in-depth research to operators in financial sectors. We dedicate a lot of energy to training our associates since we believe that the professional quality of our services should be built on the qualities and increasing skills of our associates.

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35 OUR OFFICES

36 MILAN MILAN Corso di Porta Vittoria n Milan CONTACTS Phone Fax

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39 OUR OFFICES

40 ROME ROME Via Nazionale, Rome CONTACTS Phone Fax

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42 Works by Luca Pignatelli Aereo e montagne, 2009 Acrilici e tecnica mista su telone ferroviario - 250x270cm Sculture, 2013 Tecnica mista su legno - 267x133 cm Testa femminile, 2013 Tecnica mista su carta - 215x170,5 cm Works by Davide Bramante Tecnica delle doppie e più esposizioni ottenute in fase di ripresa, non digitali. Tecnica di montaggio su plexiglass con silicone a ph neutro Edizione di 5, misure variabili Parigi (Incrocio palazzi con Tour in mezzo), 2006 Los Angeles (Madonna, Hollywood + Auditorium), 2006 Last New York (La città che sale), 2010 Milano (La vista dallo studio, il fregio ed il Duomo sullo sfondo), 2011 Roma (Fori + Viale Giulio Cesare), 2007 Courtesy of Galleria Poggiali e Forconi, Firenze Design SLOOKY

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