NAME - REGISTERED OFFICE - OBJECT - DURATION. A share capital company is hereby incorporated, to be known as "ENOI S.p.A.".

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1 Annex A to Archive No ARTICLES OF ASSOCIATION TITLE I NAME - REGISTERED OFFICE - OBJECT - DURATION Art. 1) - NAME A share capital company is hereby incorporated, to be known as "ENOI S.p.A.". Art. 2) - REGISTERED OFFICE The Company's registered office shall be in the City of Milan, at the address appearing from the specific registration made with the Company Registry. The registered office may be transferred to any address within the same Municipality as well as in other Municipalities within the territory of Italy upon a simple decision of the administrative board, which is authorized to make the consequent declarations to the Company Registry. The registered office may be transferred abroad by means of a resolution of the extraordinary shareholders' meeting. The administrative board has the power to open and close secondary offices and local operative units in any location (for example, secondary offices, branch offices, or administrative offices without stable representation). The legal domicile of the shareholders, directors, internal auditors and auditing firm, if appointed, shall be that appearing from the Company's records with regard to their relationship with the Company. Art. 3) - OBJECT The Company's purpose shall be to conduct the following activities in Italy and abroad: the marketing, processing and transportation of electrical energy, natural gas, liquid natural gas, steam, water, including spring water, renewable and nonrenewable energy materials and products of other kinds,

2 including raw materials such as hydrocarbons and byproducts, and metals and coal or by-products and related materials;; research, design, implementation, management and maintenance of electricity power stations and facilities for the transportation or regassification of natural gas;; direct or indirect marketing activities, by means of Internet data transmission of products and services relating to electronic commerce services and the participation, as operators and/or members, in management bodies and related activities of organized or regulated markets;; the supply of services to groups of users, producers and distributors of electrical energy, gas, water and other utilities, through the Internet and data transmission instruments in general and from within a web site. The Company may carry on any activity or transaction of a financial or commercial nature which is instrumentally useful or necessary to achieve the corporate purpose, including passive lease activities, the acquisition of shareholdings and interests in other companies and/or bodies having purposes that are similar, related or complementary either in Italy or abroad, the provision of guarantees and in general collateral or personal security for obligations and in the interests of subsidiaries, provided that such activities or transactions do not become prevalent and are functionally connected to the achievement of the corporate purpose and are not directed to members of the public. Art. 4) - DURATION The Company shall remain in duration until 31 December 2100 (twothousandfifty) [sic] and can be extended one or more times by means of a resolution of an extraordinary shareholders' meeting. The Company can be dissolved in advance upon verification of one of the causes set forth in art of the Italian Civil Code.

3 TITLE II CAPITAL - SHARES - FINANCE INSTRUMENTS - SHAREHOLDINGS Art. 5) - SHARE CAPITAL The share capital totals 10,200, Euro (tenmilliontwohundredthousand/00) and is divided in 10,200,000 (tenmilliontwohundredthousand) shares having a nominal value of 1 Euro (one/00) each. The Company shall be solely liable with its assets for corporate obligations. The share capital can be paid-up by means of proportional contributions made in cash, by offsetting the Company's liquid and payable liabilities, or by means of non-cash contributions and credits. Work and services cannot be the object of contributions. Cash payments for shares that have not been paid-up can be requested by the administrative board in the terms and manner that it deems opportune. Interest at an annual rate equal to the legal interest rate shall accrue with regard to shareholders who are late in payment, without prejudice to what is provided in art of the Italian Civil Code. Art. 6) - VARIATIONS OF CAPITAL The share capital may be increased one or more times upon payment, by means of new contributions in cash or in kind, or on a gratuitous basis, by means of passage from reserves or other available funds to capital, upon a resolution of the extraordinary shareholders' meeting. The share capital may also be increased by means of the issue of shares having rights that differ from those in circulation. With regard to an increase of capital in exchange for cash contributions, shareholders shall have a preemption right in proportion to the number of shares held, which must be exercised within 30 (thirty) days from the filing of the shareholders' resolution, unless the resolution increasing the share capital provides that the newly issued shares be subscribed to by parties authorized to perform the activity of the public

4 placement of financial instruments, with an obligation that they be offered to the Company's shareholders as a stock option. During the period in which the shares offered to the shareholders are held, and in any event until the stock rights have been exercised, said parties cannot exercise their voting rights. In the event there are convertible bonds, the bondholders shall have stock options together with the shareholders on the basis of the exchange ratio. The stock option offer must be filed with the Company Register. If the stock option is waived, it shall accumulate in favor of those parties who intend to exercise such right, in proportion to their shares or convertible bonds. The extraordinary shareholders' meeting can decide the reduction of the share capital, without prejudice to the provisions set forth in articles 2327 and 2413 of the Italian Civil Code;; in the case of excess, it can be resolved that the share capital can be reduced also by means of the allocation of specific corporate assets to individual shareholders or groups of shareholders. Art. 7) - BONDS/FINANCIAL INSTRUMENTS The issue of non-convertible bonds can be decided by the administrative board, with minutes prepared by a Notary. The issue of convertible bonds can be decided by the extraordinary shareholders' meeting. Convertible bonds must be registered and must indicate the exchange ratio and manner of conversion. Bondholders must choose a common representative. The rules set forth in Article 18 below shall be applicable, to the extent compatible, to bondholders' meetings. The provisions of section VII of the Italian Civil Code shall apply to everything not provided herein. The Company, by means of a resolution of the extraordinary shareholders' meeting, can also issue participatory financial instruments having property or administrative rights, in exchange for contributions from shareholders or third parties, even consisting of work or services.

5 Holders of financial instruments do not have voting rights at the general shareholders' meeting. The resolution approving their issue shall establish all of the characteristics of the financial instruments issued in relation to the contribution of each contributor, specifying the rights granted, sanctions in the case of breach of the promised services and establishing the possibility and manner of transfer. Financial instruments shall be represented by registered credit instruments. The rules set forth in Article 18 below shall apply, to the extent compatible, to the meetings of holders of financial instruments. The rules regarding bonds shall be applied to financial instruments, to the extent compatible, for everything not provided herein. Art. 8) - SPECIFIC ASSETS The Company can create specific assets to be used for a specific transaction in accordance with articles bis et seq. of the Italian Civil Code;; the relative resolution must be approved by the Board of Directors in accordance with Article 22 of these Articles of Association. Art. 9 - SHAREHOLDER FINANCING The shareholders, in agreement with the administrative board, can provide for the Company's financial requirements by means of loans for consideration or gratuitous loans, with or without an obligation of repayment, as payments to the account for future increases of capital, the capital account, or to cover losses. The Company can accept shareholder loans with a repayment obligation, both interest bearing as well as non-interest bearing, as long as within the limits and in accordance with the conditions provided by outstanding law in this regard. Shareholder loans are presumed to be non-interest bearing, unless a different decision appears from a written instrument.

6 Art. 10) - SHARES Shares are represented by stock certificates. The shares are registered and, when fully paid-up, can be registered or bearer upon the choice of the shareholders;; shares belonging to the same category shall grant their holders equal rights. Shares with multiple voting rights cannot be issued. In the case of the shares are co-owned, the rights of the co-owners must be exercised by a common representative. Possession of even a single share implies compliance with these Articles of Association and resolutions of the shareholders' meetings approved in conformity with law and these Articles. Limits on the transferability of the shares must appear on the stock certificates, even in a synthetic manner, with reference to the Articles of Association. Art. 11) - TRANSFER OF SHARES Transfers of shareholdings shall be effective with regard to the Company and can be recorded in the Shareholders' Register only if the procedure described in this Article has been complied with. The shareholder who intends to transfer to third parties or to another shareholder, for any reason, all or part of his shares must first offer them to the other shareholders, who shall have a preemption right for the purchase in accordance with the procedure and terms set forth below. The proposing shareholder must notify the other shareholders, by means of registered letter with return receipt, of: (a) his intention to transfer;; (b) the number of shares to be transferred;; (c) the name and details of the possible purchaser;; (d) the price requested, (e) the manner and term of payment, and (f) all of any eventual other conditions and terms of the transfer. The registered letter must be sent to the shareholders' addresses appearing from the Shareholders' Register and,

7 in copy, to the Chairman of the Board of Directors or Sole Director. Within 10 (ten) business days after receipt of the above notice, the shareholders, by means of a registered letter with return receipt, can notify the transferring shareholder of their acceptance of the offer. The registered letter must be sent to the address of the transferring shareholder appearing from the Shareholders' Register, and in copy to the Chairman of the Board of Directors or Sole Director. The shareholder exercising his preemption right must, in his notice, indicate his availability to acquire any shares for which the other shareholders do not exercise their preemption rights. In the event that the other shareholders exercise their preemption right, the shares to be transferred will be divided among said shareholders in proportion to their respective shareholdings in the Company. In the event one or more shareholders exercise their preemption right, the shares must be transferred within 10 (ten) business days subsequent to receipt of the acceptance of the transfer offer at the price, and upon the terms and conditions, provided in the notice of the offer. In the event the shareholder does not exercise his preemption right in the above terms and in accordance with the conditions indicated in the notice of said sale offer, said shareholder shall be understood as having waived his preemption right relative to the transfer of the shares indicated in said notice. Subsequent to the lack of exercise of the preemption right by the other shareholders, the shares can be transferred to third parties, except that such transfer must take place within 45 (forty-five) days subsequent to the expiration of the 10 (ten) day term provided for the shareholders' exercise of the preemption right, in the lack of which the transfer of shares to the third party must again be subject to a prior offer to the shareholders for the exercise of their preemption right. There is also a preemption right in the case of the transfer of bonds that are convertible in shares or of option rights relating to operations on capital.

8 The terms "to transfer" and "transfer" mean any act of disposal of any kind, whether for consideration or gratuitous (including, but not limited to, exchange, contribution to a company, donation, and transfer subsequent to merger or splitting), as well as the creation and/or transfer of collateral or personal security (including, but not limited to, usufruct and pledges), as well as any disposal of both full as well as beneficial ownership. There shall also be a preemption right in the case of public and judicial auction, enforcement procedure, and bankruptcy or other insolvency proceeding;; in these latter cases, the preemption right can be exercised for the price determined in the context of these procedures. In cases in which the planned transfer provides for the payment of consideration in cash to the offering shareholder (such as, but not limited to, contribution to a company, exchange, gratuitous transfers, etc.), the value of the shares that are the object of the transfer will be determined, in lack of an agreement among the parties, by an arbitrator appointed jointly by the parties among commercial banks or auditing firms with international standing (or, in the lack of an agreement within 10 days from the date on which notice of the offer was given, by the President of the Court in whose jurisdiction the Company has its registered office). The being offered, which must be issued within and no later than 30 (thirty) days from appointment, will be binding on the parties. The above provisions shall also be applied to transfers mortis causa. Shares transferred due to lawful succession with or without a will must be offered by heirs or legatee of the deceased shareholder as a preemption right to all of the shareholders in the manner and with the effects set forth in the above clauses. Until the offer has been made and it appears that it has not been accepted, the heir or legatee will not be registered in the Shareholders' Register, will not be entitled to vote or exercise other administrative rights inherent to the shares object of succession and the transfer of said shares will be without effect with regard to the Company.

9 Shareholders shall not have a preemption right in the following cases: the transfer of shares by the shareholder to his/her spouse or children, parents, brothers and sisters;; the transfer of the shares made by a shareholder to a company directly controlled by the offering shareholder, or subject to common control with the offering shareholder (qualifying control according to what is provided in art. 2359, first par., of the Italian Civil Code).. TITLE III WITHDRAWAL Art. 12) - WITHDRAWAL Shareholders have the right to withdraw if they have not joined in approving resolutions in the cases provided by law. The approval of resolutions regarding the extension of the Company's duration and the introduction or removal of restrictions on the transferability of shares shall not be grounds for withdrawal. The shareholder who intends to withdraw must give written notice to the administrative board by means of a registered letter, to be sent within the term of 15 (fifteen) days from registration in the Company Register of the resolution that legitimates withdrawal, with an indication of the details of the withdrawing shareholder, his domicile for notices regarding the procedure, and the number and category of the shares for which the right of withdrawal is exercised. The exercise of the right of withdrawal must be registered in the Shareholders' Register. The shareholder exercising the right of withdrawal is entitled to be paid for his shares. The Company's reimbursement of the shares must be made for the price determined by the administrative board, after hearing the opinion of the Board of Statutory Auditors as well as the party entrusted with the audit if different than the Board of Statutory Auditors, taking into consideration the Company's financial position, latent

10 capital gains, intangible values, profitability, market position, as well as every factor and condition that is normally considered in order to calculate the value of shares. In the event the shareholder who exercises the right of withdrawal, contemporaneously with the statement regarding the exercise of such right, objects to the calculation of the value by the administrative board, the price shall be determined within 90 (ninety) days from the exercise of the right of withdrawal by an expert appointed by the President of the Court in the jurisdiction where the Company has its registered office, upon the request of the most diligent party. The expert shall prepare a sworn appraisal in accordance with art par. 2 of the Italian Civil Code, which shall also include his estimate of expenses. The administrative board shall offer the shares of the withdrawing shareholder in option to the other shareholders, in proportion to the number of shares held. If there are convertible bonds, said bondholders shall also have a preemption right, together with the shareholders, on the basis of the exchange ratio. The option shall be filed with the Company Register within 15 (fifteen) days from the final determination of the price, providing a term for the exercise of the preemption right that is not less than 30 (thirty) days and not more than 45 (forty-five) days from the date the offer is filed. Whomever exercises the preemption right shall also have a preemption right, as long as such request is made contemporaneously, to acquire those shares for which said option is not exercised. The shares for which the preemption right remains unexercised can be placed by the administrative board, including with third parties. In the lack of purchase by the shareholders or third parties, the Company shall purchase the shares of the shareholder who has exercised the right of withdrawal using available reserves, including in derogation of what is provided by art par. 3 of the Italian Civil Code. In the absence of profits and available reserves, an extraordinary shareholders' meeting must be called to decide the reduction of share capital or the Company's dissolution.

11 The withdrawal cannot be exercised, or if already exercised it will be non-effective, if the Company revokes the resolution that legitimates it or if a decision is made to dissolve the Company. TITLE IV SHAREHOLDERS' MEETING Art. 13) - POWERS OF THE SHAREHOLDERS' MEETING The ordinary shareholders' meeting decides matters reserved to it by law or these Articles of Association. Specifically, it is mandatory that the following be reserved to the ordinary shareholders' meeting: approval of the financial statements;; the distribution of profits;; the appointment and revocation of the administrative board, the appointment and revocation of statutory auditors and the Chairman of the Board of Statutory Auditors, and, when provided, the appointment of the party entrusted with the audit;; determination of the remuneration of members of the administrative and control bodies;; resolutions regarding liability actions against members of the administrative and control bodies;; the authorization of administrative acts that must be submitted to the prior approval of the ordinary shareholders' meeting;; in general, all decisions that do not modify the Articles of Association. The extraordinary shareholders meeting is competent for the following: a) modifications to the Articles of Association;; b) the appointment, substitution and determination of the powers of liquidators;; c) issue of convertible bonds;; d) issue of financial instruments;; e) every other matter expressly attributed by law or the Articles of Association to its competence.

12 The attribution to the administrative board of the power to vote on matters which by law are reserved to the shareholders' meeting shall not eliminate the primary competence of the shareholders' meeting, which therefore maintains its power of deliberation regarding said matters. Art. 14) - CALLING SHAREHOLDERS' MEETINGS The shareholders' meeting shall be called by the administrative board, upon the initiative of the Sole Director, the Chairman of the Board of Directors or the Managing Director, if appointed, including outside of the Company's registered office - in Italy or abroad - by means of: (a) publication of the notice of calling in the Official Gazette or one of the following daily newspapers: Il Sole 24 Ore, La Repubblica, Corriere della Sera, La Stampa, at least 15 (fifteen) days prior to that set for the meeting;; or (b) registered letter with return receipt, simple letter delivered by hand and returned in copy signed for receipt, telefax, , as long as proof of receipt is ensured, addressed to shareholders and members of the administrative and control board, at least 8 (eight) days prior to that set for the meeting. The notice calling the meeting must indicate the place, day and time of the meeting and list of the matters to be dealt with, as well as the date of the second and further calling in the event that a quorum is not present at the previous shareholders' meeting. The shareholders' meeting for the approval of the financial statements must be called at least once each year, within 120 (onehundredtwenty) days from the close of the financial year or within 180 (onehundredeighty) days from the close of the financial year if the Company must prepare a combined financial statements or when specific needs deriving from the structure and corporate purpose require it. The shareholders' meeting is validly constituted even in the event that the above formalities are not complied with as long as the entire share capital is represented and the majority of the members of the administrative

13 and control bodies are present and no-one objects to the discussion of the items on the agenda;; if the directors or the auditors (or auditing firm), if appointed, do not participate in person at the meeting, they must prepare special written statements that are given to the President of the shareholders' meeting and which must be kept with the Company's records, in which they state that they were informed of all of the items placed on the agenda and that they do not object to them being treated. Timely notice of approved resolutions must be given to the members of the administrative and control bodies who were not present. The administrative board must call a shareholders' meeting without delay upon the request of a number of shareholders representing one-tenth of the share capital to decide the items requested to be treated. Calling a meeting upon request of the shareholders is not allowed for those matters that the shareholders' meeting must decide upon a proposal from the directors. It is possible to hold the shareholders' meetings with participation dislocated in more than one location, whether contiguous or distant, that are audio/video connected upon the following conditions, which must be noted in the relative minutes: that the President and Secretary of the meeting who will draft and sign the minutes are present at the same location;; that the President of the shareholders' meeting can verify the identity and legitimacy of the participants, regulate how the meeting is carried out, and verify and proclaim voting results;; that the party preparing the minutes of the meeting can adequately perceive the events of the shareholders' meeting that are the object of the minutes;; that participants can take part in the discussion and simultaneous voting on the items placed on the agenda, as well as see, receive and transmit documents;; that the notice of calling indicates how connections can be made (unless it is a meeting with the presence of all shareholders). Art. 15) - PARTICIPATION IN THE SHAREHOLDERS' MEETING

14 Shareholders who have the right to vote shall have the right to participate in the shareholders' meeting. The prior deposit of shares is not required;; in order to verify the legitimacy of those present, however, the President of the shareholders' meeting can request that the stock certificates be shown. Participation at the shareholders' meeting can also occur using telecommunications, and the vote can also be cast by correspondence, using a form that must be returned to the Company prior to the initiation of the shareholders' meeting. Whomever votes by correspondence shall be considered as having participated in the meeting. Shareholder can be represented at the shareholders' meeting, within the limits set forth in art of the Italian Civil Code. A proxy cannot be issued with the name of the representative left blank. The regularity of the proxy shall e verified by the President of the meeting. Art 16) - PRESIDENCY OF THE SHAREHOLDERS' MEETING The Sole Director or Chairman of the Board of Directors or, in the case of their absence or unavailability, the person designated by the participants shall preside over the shareholders' meeting. The shareholders' meeting shall appoint a Secretary, who need not be a shareholder. In the event the minutes are prepared by a Notary, the assistance of the Secretary is not necessary. The President of the shareholders' meeting shall verify a quorum, ascertain the identity and legitimacy of the participants, oversee how the meeting is carried out, and verify and proclaim voting results. The resolutions of the shareholders' meetings must be set forth in minutes signed by the President and the Secretary. Upon request, the minutes must summarize the statements made by shareholders. The minutes of the extraordinary shareholders' meeting must be prepared by a Notary. Art. 17) - RESOLUTIONS OF THE SHAREHOLDERS' MEETINGS

15 A quorum shall be present at the ordinary shareholders' meeting at first calling in the presence of shareholders representing at least one-half of the share capital. It can vote with the favorable vote of the absolute majority of the capital represented at the meeting. A quorum is present at the ordinary shareholders' meeting at second calling regardless of the portion of share capital represented. It can vote with the favorable vote of the majority of the capital represented at the shareholders' meeting. Resolutions shall not be considered to have been approved that waive or settle liability actions regarding directors if there is the contrary vote of at least one-fifth of the share capital. The extraordinary shareholders' meeting shall vote, both at its first and second calling, with the favorable vote of shareholders representing more than one-half of the share capital. The resolutions of the shareholders' meeting, approved in conformity with law and these Articles of Association, shall be binding on all shareholders, including those who were absent or who disapproved them. Art. 18) - SPECIAL SHAREHOLDERS' MEETINGS Each bondholder or holder of financial instruments having voting rights has the right to participate in special meetings of their category. The special meeting shall: appoint and revoke the common representative and its president, who can also serve as the common representative with regard to the Company;; approve or reject resolutions of general shareholders' meetings that modify the rights of bondholders and holders of financial instruments having voting rights;; vote with regard to proposals of compositions with creditors and temporary receivership;; vote with regard to the creation of a common fund for the protection of the common interests of bondholders and holders of financial instruments having voting rights and approve the relative accounts;;

16 vote with regard to controversies with the Company and the relative settlements and waivers;; vote on other matters of common interest. The special meeting shall be called upon the initiative of its President, the Company's administrative board, or upon the request of persons representing one-twentieth of the votes that could be cast at said meeting. The Company, in the event it holds bonds or financial instruments, cannot participate at special meetings. Directors and statutory auditors have the right to participate at special meetings, without voting rights. The resolutions of special meetings can be contested in accordance with articles 2377 and 2379 of the Italian Civil Code. Shareholders also have the right to act individually in the event the special meeting has not voted with regard to the same. Articles 2417 and 2418 of the Italian Civil Code shall apply to the common representative. The provisions relating to extraordinary shareholders' meetings shall apply to special meetings. TITLE V ADMINISTRATIVE BOARD Art. 19) - COMPOSITION OF THE ADMINISTRATIVE BOARD The Company shall be managed by a Sole Director or by a Board of Directors consisting of a minimum of 2 (two) through a maximum of 5 (five) members, who need not be shareholders, appointed for the first time in the Memorandum of Association and subsequently by the ordinary shareholders' meeting. The directors shall remain in office for the term established from time to time in the act of appointment, however not to exceed three financial years, they can be re-elected and their term shall expire the date of the Shareholders' Meeting called for approval of the financial statements regarding the last financial year of their term of office. The Board of Directors, during the first meeting subsequent to its appointment, shall elect a Chairman

17 from among its members, in the event that the Shareholders' Meeting has not done so, and eventually a Vice-Chairman. The Vice-Chairman shall substitute the Chairman in the case of his absence or unavailability with respect to representation of the Company with regard to third parties and at law. The concrete exercise of the powers of representation by the Vice-Chairman attests in itself the Chairman's absence or impediment, and exonerates third parties from any verification or liability in this regard. - COMPETENCE AND POWERS OF THE ADMINISTRATIVE BOARD The Sole Director and Board of Directors are exclusively responsible for corporate management and are granted the broadest powers, as they have been entrusted to perform all acts that they deem fit to implement the corporate purpose, excluding those that by law or the Articles of Association it is mandatory to reserve to the shareholders' meeting. In accordance with art of the Italian Civil Code, the administrative board is also competent for resolutions regarding merger in the cases set forth in articles 2505 and 2505-bis of the Italian Civil Code, the opening or closing of secondary offices, the transfer of the registered office within the territory of Italy, the reduction of share capital in the case of the withdrawal of a shareholder and the adjustment of the Articles of Association to current laws. Except for those powers that cannot be delegated according to the law or these Articles of Association, the Board of Directors may delegate all or part of its powers to one or more Directors and/or an Executive Committee consisting of some of its members, determining the number and powers thereof, and, for the Executive Committee, the way it which it is to operate. At its first meeting following appointment, the Executive Committee shall elect a Chairman from among its members.

18 The Board of Directors can always give instructions to delegated bodies and retain for itself operations that fall within the delegation of powers. The delegated bodies shall refer to the Board of Directors and the Board of Statutory Auditors at least every 6 (six) months regarding the general management trend, its foreseeable development, as well as the operations of greatest significance performed by the Company and its subsidiaries. The Board of Directors may set up committees from among its members having advisory and propositional functions on specific subject matters and determine the assignments and powers thereof. Art. 21) - POWERS OF REPRESENTATION The signature and representation of the Company with regard to third parties and at law rests with: the Sole Director, the Chairman of the Board of Directors or, in the case of absence or unavailability, the Vice-Chairman;; the Managing Directors, within the limits of their delegations of power. The limits on the powers of directors cannot be used as a challenge by third parties, unless it is proven that they have intentionally acted to the damage of the Company. Acts that exceed the scope of their powers are therefore valid, without prejudice to a liability action against whomever has performed them. The administrative board can grant part of its powers to legal representatives appointed for the purpose of individual acts or categories of acts. Art. 22) - MEETINGS AND RESOLUTIONS OF THE BOARD OF DIRECTORS The Chairman of the Board of Directors or Vice-Chairman or, in the case of their absence or impediment, the Managing Director, if appointed, shall call the Board of Directors, establish the agenda, coordinate the work and ensure that adequate information on the matters included in the agenda is provided to all the directors. The Board of Directors shall meet, including outside of the

19 Company's registered office - in Italy or abroad - every time that the Chairman deems it necessary or upon the request of at least one-third of its members. The meeting shall be called by means of registered letter, telegram, telefax or electronic mail ( ) to be sent at least 7 (seven) days prior to the date set for the meeting or, in case of urgency, by means of telegram, telefax or electronic mail ( ) sent at least 3 (three) days prior to that set for the hearing. The Board is in any event validly constituted even in the event the above formalities are not complied with, as long as the entire Board of Directors and entire Board of Statutory Auditors is represented, and no-one objects to the discussion of the items on the agenda. The meetings of the Board of Directors, whenever the Chairman deems it necessary, can be validly held by videoconference or in audio-conference, on the condition that all of the participants can be identified by the Chairman and by all of the other participants, that they can follow the discussion and intervene in real time to tackle the items being discussed, that they can exchange documents relating to said issues and that all of the above is acknowledged in the relative minutes. If such requirements are met, the meeting of the Board shall be considered as having been held in the place where the Chairman and Secretary of the meeting are located. The foregoing provisions of this Article governing meetings of the Board of Directors shall also apply to meetings of the Executive Committee, where such Committee has been appointed. A director must notify the other directors and the Board of Statutory Auditors in the event he is in one of the situations set forth in art of the Italian Civil Code, and must abstain if he has delegated powers. Unless authorized by the shareholder's meeting, the directors cannot be shareholders in competitor companies, perform competing activity on their own behalf or on behalf of third parties, or be directors or general managers of competitor companies. In order for the resolutions of the Board of Directors to be valid, a majority of the directors in office must be present. The resolutions of the Board of Directors

20 shall be approved by an absolute majority of those present. Votes cannot be cast by proxy. The same majorities shall also apply to the validity of resolutions of the Executive Committee, where such Committee has been appointed. The resolutions of the Board must appear from minutes in the Minutes Book of the meetings of the Board of Directors and must be signed by the Chairman and by the Secretary of the meeting. Art. 23) - REMUNERATION OF THE ADMINISTRATIVE BOARD The Board of Directors or Sole Director shall have the right to be reimbursed for the expenses sustained due to their office. Further, the Shareholders' Meeting can assign them an annual indemnity in a fixed amount, to be paid once or periodically, or even by means of profit-sharing in the Company's profits, gross of taxes. They can also be granted an indemnity for termination of their collaboration, to be set aside annually, the amount of which will be periodically determined, also bearing in mind eventual increases paid. The Company can stipulate suitable insurance contracts regarding remuneration and severance pay to directors. TITLE VI CONTROLS Art. 24) - AUDITS The audit of the Company, if required, shall be performed by an auditor or auditing firm. If the Company does not have to prepare a combined financial statements, the audit will be performed by the Board of Statutory Auditors unless otherwise decided by the ordinary shareholders' meeting, on the condition that it is entirely made up of certified auditors. The responsibility for the audit, having heard the opinion of the Board of Statutory Auditors, shall be granted for the duration of three financial years by the

21 ordinary shareholders' meeting, which will determine the remuneration;; the assignment shall expire on the date of the shareholders' meeting called for the approval of the financial statements relative to the last financial year of their term. The book of the activities performed by whomever is entrusted with the audit can be kept at the registered office of the auditor or auditing firm entrusted with such function. Art. 25) - BOARD OF STATUTORY AUDITORS The Board of Statutory Auditors is made up of three acting members and two alternates, appointed for the first time in the Memorandum of Association and subsequently by the ordinary shareholders' meeting, who will remain in office for three financial years and whose term shall expire the date of the shareholders' meeting called for the approval of the financial statements related to the last financial year of their term of office. The ordinary shareholders' meeting that precedes the appointment shall designate the Chairman of the Board of Statutory Auditors and establish the auditors remuneration. Auditors may only be revoked for just cause and the resolution of revocation must be approved by a Court decree. The Board of Statutory Auditors and the parties entrusted with the audit, if appointed, must timely exchange the information that is significant for the performance of their respective responsibilities. TITLE VII FINANCIAL YEAR - FINANCIAL STATEMENTS Art. 26) - FINANCIAL YEAR The financial year shall end on 31 March of each year. The administrative board shall prepare a financial statements prepared in accordance with law at the end of each financial year.

22 Art. 27) - PROFITS Net profits, after deducting the part to be allocated to the legal reserve, can be distributed by means of a resolution of the shareholders' meeting. The distribution to shareholders must in any event be proportional to each of their shareholdings, with the exception of what is set forth in art of the Italian Civil Code for dividend-bearing shares. The shareholders' meeting can decide the distribution of amounts taken from available reserves, indicating the items utilized. Profits cannot be distributed until carried forward losses have been covered and/or the capital limits for bonds in circulation has been reinstated. In case of a loss of share capital, profits cannot be distributed until the capital has been reintegrated or reduced by the same amount. The payment of profits shall be made at the registered office, within the term that will be established by the administrative board. Dividends that are not cashed within the fifth year from when they become payable shall be prescribed in favor of the Company. In the case of losses that result in the reduction of more than one-third of the share capital, a shareholders' meeting must be called without delay to vote with regard to the matter. During the course of the financial year, the administrative board can distribute advance payments on dividends to shareholders only if the Company is subject by law to an audit performed by an auditing firm. TITLE VIII DISSOLUTION - LIQUIDATION Art. 28) - DISSOLUTION AND LIQUIDATION If at any time and regardless of the reason the Company is to be dissolved, the extraordinary shareholders' meeting shall determine the procedures for the

23 liquidation, appointing one or more liquidators who shall have the duties and powers provided by law. The duties of the directors shall end upon the appointment of liquidators. The shareholders' meeting can revoke or substitute the liquidators and extend or restrict their powers. The liquidators shall remain in office for the entire duration of the liquidation, unless stipulated otherwise. The liquidators shall jointly, unless otherwise decided by the shareholders' meeting which can attribute powers individually, have the powers to sell all of the Company's assets on the conditions that they deem opportune and to settle its liabilities. During the course of the liquidation, the shareholder's meetings shall be called by the liquidators or upon the request of shareholders representing at least 20% of the share capital. The liquidators shall jointly, unless otherwise decided by the shareholders' meeting which can attribute powers individually, have the power to represent the Company with regard to third parties, public and private administrations, as well as appear at law in front of all levels of jurisdiction, both as plaintiffs as well as defendants. The distribution of the Company's assets must take place in consideration of what is set forth in art of the Italian Civil Code for dividend-bearing shares. TITLE IX SUBORDINATION TO MANAGMENT AND COORDINATION ACTIVITIES Art. 29) - DISCLOSURE The Company must indicate its eventual subordination to external management and coordination in its deeds and in its correspondence, as well as by means of registration, at the care of the administrative board, with the special section of the Company Register in accordance with art bis, par. 2, of the Italian Civil Code.

24 TITLE X ARBITRATION CLAUSE Art. 30) - ARBITRATION CLAUSE All controversies that might arise between the Company and the individual shareholders, or among the shareholders themselves, as well as between the Company and the heirs of a deceased shareholder or between them and the other shareholders, as well as those between shareholders, companies, heirs of a deceased shareholder and directors and statutory auditors, having as their object unencumbered rights related to their relationship with the Company, shall be deferred, independently of the number of parties, to decision by an arbitral board;; the board will consist of three arbitrators, one of whom shall act as President, appointed directly by the National and International Arbitration Chamber of Milan, in accordance with the National Arbitration Rules in effect at the time the dispute arises. The arbitrators shall conduct the arbitration in a formal manner and in accordance with law. TITLE XI MISCELLANEOUS Art. 31) - REFERRAL The provisions of the Italian Civil Code regarding share capital companies (società per azioni) and special laws in this area shall apply to anything not expressly provided in these Articles of Association. GIOVANNI PILO CHIARA CLERICI [Seal]