O I G E N E R A L I I n v e s t m e n t s E u r o p e S. p. A. S o c i e t à d i g e s t i o n e d e l r i s p a r m i o A R T I C L E S O F A S S O C I A T I O N T I T L E G E N E R A L P R O V I S I O N S : N A M E O F T H E C O M P A N Y - R E G I S T E R E D O F F I C E - D U R A T I O N A r t i c l e 1 - N a m e o f t h e C o m p a n y A company is hereby established under the name of " G E N E R A L I I n v e s t m e n t s E u r o p e S. p. A. S o c i e t à d i g e s t i o n e d e l r i s p a r m i o ", in short G E N E R A L I S G R S. p. A. (hereinafter "the Company"). A r t i c l e 2 - R e g i s t e r e d O f f i c e The Company has its registered office in Trieste and branches in Milan, Paris (France) and Cologne (Germany). A r t i c l e 3 - D u r a t i o n The duration of the Company shall be until December 31, 2100. The Company may wind up earlier by resolution of the Shareholders Meeting or in the cases provided for by Article 2448 of the Italian Civil Code. The duration of the Company may be extended by resolution of the Shareholders Meeting. T I T L E I I B J E C T A r t i c l e 4 - C o m p a n y s o b j e c t Subject to authorization by the relevant Authorities as required by the law, the Company's business purpose is to perform the activities and supply the services pursuant to Article 33 and following of Legislative Decree No. 58 of February 24, 1998, its implementing regulations and the applicable laws and regulations, including: collective asset management through the management of assets and risks of collective investment undertakings of any kind established by the Company or by Italian or foreign entities, by means of investments in what provided for by article 4, paragraph 1 of the Ministerial Decree 5 march 2015, no. 30; management of collective investment undertakings; individual investment portfolio management on behalf of third parties; provision of management services delegated by Italian or foreign investment portfolio managers or collective investments undertakings; creation and management of pension funds; offer of shares of collective investment undertakings, financial instruments and services even externally and via telemarketing, in accordance with the applicable laws and regulations; supply of mutually recognized and non-recognized services in EU Member States, 1
and supply of the Company's services in non-eu Member States in compliance with the applicable laws and regulations; performance of the related activities aimed at promoting and developing the Company's business, supply of ancillary services, as well as performance of instrumental and auxiliary activities, in accordance with the applicable laws and regulations. With reference to its business purpose and in compliance with the applicable laws and regulations, the Company may act as promoter for Italian and foreign collective investment undertakings and acquire shareholdings or become stakeholder in other Italian or foreign companies and entities carrying out equivalent, similar or related activities. The Company may obtain loans or use other forms of financing of any type and duration; it may grant real or personal movable or immovable securities, including guarantees, pledges and mortgages in order to secure its obligations or the obligations of other companies in which it holds shareholdings or other interests; the Company may also carry out any further activity and operation relating to, connected with, or useful for the achievement of the Company's object, with the exception of banking activities and any other activity prohibited or reserved by law. T I T L E I I I S H A R E C A P I T A L A r t i c l e 5 - S h a r e c a p i t a l The share capital amounts to Euro 60.085.000,00 (sixty million eighty five thousand) divided into 12.017.000 (twelve million seventeen thousand) ordinary shares with a nominal value of Euro 5 and may include contributions in cash or in kind. The Company may raise funds among the shareholders through loans with compulsory repayment, in compliance with the law. Such loans shall be interest-free unless otherwise agreed upon. A r t i c l e 6 - S h a r e s The shareholders domicile is the domicile resulting from the Company s statutory books. The shares are registered and may be transferred as laid down by the legislation in force. In compliance with Article 2437, paragraph 2, of the Italian Civil Code, shareholders who have not taken part in the adoption of resolutions regarding: a) the extension of the duration of the Company; b) the introduction or removal of restrictions on the circulation of shares shall have no right of withdrawal. A r t i c l e 7 B o n d s a n d f i n a n c i a l i n s t r u m e n t s The Company may issue bonds, including bonds convertible into shares or warrants, under the terms laid down by law. The Ordinary Shareholders Meeting of September 21, 2011 resolved to issue, according to art. 2346, paragraph 6 of the Italian Civil Code, the financial instruments of 2
participation named S t r u m e n t i F i n a n z i a r i P a r t e c i p a t i v i F o n d i A l l e a n z a ( S F P ), whose features, contents, duration, regulations on circulation and functioning are provided for by the regulation. T I T L E I V S H A R E H O L D E R S M E E T I N G A r t i c l e 8 - C a l l f o r S h a r e h o l d e r s M e e t i n g The Shareholders Meeting is convened by the Board of Directors at the registered office or in any other place, provided that it be in Italy, by means of a notice published in the Official Gazette of the Italian Republic or by certified mail, telegram, fax, e-mail or any other means providing evidence of receipt, under the terms laid down by the legislation in force. The notice of the Shareholders Meeting may also fix the dates of a second or subsequent meeting if the relevant quorum required by the law has not been reached. The Board of Directors shall convene the Shareholders Meeting without delay if requested by a number of shareholders representing not less than one tenth of the share capital, provided that the items on the agenda be indicated in the request. The Shareholders Meeting may not be convened upon shareholders request on matters for which, pursuant to the legislation in force, resolutions must be adopted on a proposal or draft report submitted by the directors. Regardless of the compliance with the procedure to convene a meeting, the Shareholders Meeting shall be deemed constituted when the whole share capital is represented and most members of the Board of Directors and Board of Auditors attend the meeting. In this case, each of the participants may oppose the discussion of matters about which they do not feel they are sufficiently informed. Prompt notice of the resolutions taken shall be given to the members of the Board of Directors and the Board of Auditors who have not attended the meeting. Shareholders Meetings may also be held by call-conference and videoconference, provided that all participants can be identified and are able to follow the discussion and to promptly take part in debates; should such a meeting take place, it will be deemed to have been held at the location in which the Chairman and the Secretary are during the meeting. A r t i c l e 9 - A t t e n d a n c e In order to attend the Shareholders Meeting, shareholders shall deposit the shares at least five days prior to the Shareholders Meeting in compliance with the provisions set forth in the notice. Shareholders may attend the meeting by proxy which shall be given in writing, pursuant to the legislation in force. Each share shall entitle its owner to one vote. A r t i c l e 1 0 - C h a i r m a n s h i p The Shareholders Meetings shall be chaired by the Chairman of the Board of Directors; in his absence, they shall be chaired by the Vice-Chairman (if appointed) and, in the absence of both, by someone appointed by the participants. 3
V The Chairman of the Shareholders Meeting is entrusted with the tasks provided by the legislation in force. The Chairman shall be assisted by a Secretary. In case of absence or impediment of the Secretary of the Board of Directors, his tasks are carried out by a person appointed by the Shareholders Meeting who may also not be a shareholder. The Secretary s attendance is not necessary if the minutes of the Shareholders Meeting are drafted by a Notary Public. A r t i c l e 1 1 - R e s o l u t i o n s The Shareholders Meeting shall be validly constituted and shall adopt resolutions by majority as provided for by the law. The ordinary and extraordinary Shareholders Meeting shall resolve on matters within its jurisdiction pursuant to the legislation in force. The Shareholders Meeting further to fixing the remuneration for the members of the corporate bodies appointed by the Shareholders Meeting itself, approves the remuneration policies in favor of bodies charged with the supervision management and control of human resources The resolutions adopted by the Shareholders Meeting in compliance with the law and these Articles of Association shall be binding for all shareholders, including those who did not attend the Meeting or who voted against such resolutions, without prejudice to the provisions of the legislation in force in their favor. T I T L E B O A R D O F D I R E C T O R S A r t i c l e 1 2 - C o m p o s i t i o n The Company is managed by a Board of Directors consisting of not less than 3 (three) and not more than 15 (fifteen) members appointed by the Shareholders Meeting after having decided upon the number of members and the duration of their office. The members of the Board of Directors are appointed for a period not exceeding three financial years. A r t i c l e 1 3 - R e q u i r e m e n t s The members of the Board of Directors shall fulfill the requirements set forth by law. At least one member of the Board of Directors shall fulfill the requirements to hold the office of Independent Director, pursuant to the P r o t o c o l l o d i A u t o n o m i a G e s t i o n a l e (Document on Management Independence) adopted by the Company. A r t i c l e 1 4 - P o w e r s The Board of Directors is vested with all powers relating to the ordinary and extraordinary management of the Company, with the exception of the limits set forth by law. The Board of Directors is entitled to adopt resolutions on the establishment and 4
dismantling of second head offices; the appointment of Directors representing and signing on behalf of the Company and the setting of their limits; the reduction of the Company s share capital in the event of withdrawal; and the adjustment of the Articles of Association to comply with the law. A r t i c l e 1 5 - C h a i r m a n s h i p Unless appointed by the Shareholders Meeting, the Board of Directors shall appoint among its members a Chairman and a Vice-Chairman (if necessary) replacing the Chairman in case of his absence or impediment. The Chairman shall be vested with all powers provided for by the applicable laws and regulations. The Board of Directors shall appoint a Secretary who may also not be a member of the Board of Directors. A r t i c l e 1 6 - M e e t i n g s The Board of Directors shall usually meet once a month, whenever the Chairman deems it appropriate or when it is requested by the majority of its members. Meetings are convened by certified mail, telegram, fax, e-mail or any other means providing evidence of receipt, to be sent no later than five days before the date of the meeting. In case of urgency, said term can be reduced. Board of Directors meetings may also be held by call-conference and videoconference, provided that all participants can be identified and are able to follow the discussion and to promptly take part in debates; should such a meeting take place, it will be deemed to have been held at the location in which the Chairman and the Secretary are during the meeting. Board of Directors meetings are chaired by the Chairman or, in his absence or impediment, by his deputies referred to in Article 15 or, in their absence or impediment, by the person appointed by the participants. For the meeting to be valid, the majority of the members of the Board of Directors must be present. A r t i c l e 1 7 - R e s o l u t i o n s Resolutions shall be adopted by absolute majority of the participants; if no majority of votes is reached, the member presiding over the meeting shall have the casting vote. A r t i c l e 1 8 - D e l e g a t i o n o f p o w e r s The Board of Directors has the authority to delegate its powers to one or more of its members, even within a committee, and fix the terms and conditions of such powers. On at least a quarterly basis, the Board of Directors and the Board of Auditors receive a report by delegated bodies on the progress of management issues and their expected evolution, as well as on the main economic, financial and investment transactions carried out by the Company and its subsidiaries. 5
A r t i c l e 1 9 - L e g a l r e p r e s e n t a t i v e s The Chairman of the Board of Directors and, in his absence or impediment, the Vice- Chairman act as legal representatives and sign on behalf of the Company with any judicial or administrative Authority and with third parties. Unless otherwise provided for by the resolution on the delegation of powers, the Managing Directors also act as legal representatives and sign on behalf of the Company for the matters pertaining to their duties and functions. The competent governing body may also confer the power to represent and sign on behalf of the Company to other Directors, employees or third parties by granting special or general powers of attorneys for single actions or categories of actions. The Board of Directors may authorize to have certain documents and correspondence totally or partially undersigned through mechanical reproduction of the signature. Copies of and abstracts from deeds and documents of the Company to be produced to judicial, administrative or financial Authorities, or which may be required for any other legal purpose, shall be certified to be true to the original by the Chairman or the Secretary of the Board of Directors. A r t i c l e 2 0 - R e m u n e r a t i o n The Shareholders Meeting shall determine the remuneration of the members of the Board of Directors and of the Executive Committee, if appointed, who are also entitled to a share of the profits. Such remuneration shall also remain valid for the following financial years until otherwise resolved by the Shareholders Meeting. T I T L E V I B O A R D O F A U D I T O R S A r t i c l e 2 1 - A p p o i n t m e n t The Board of Auditors consists of three permanent and two substitute Auditors who may be re-elected. The Chairman of the Board of Auditors is appointed when the Board of Auditors is also appointed. The Board of Auditors takes steps to ensure compliance with the law and the Articles of Association, compliance with the principles of smooth administration, the suitability of the Company s organization, administrative and accounting system and its functioning. Board of Auditors meetings may also be held by call-conference and videoconference, provided that all participants can be identified and are able to follow the discussion and to promptly take part in debates; should such a meeting take place, it will be deemed to have been held at the location in which the Chairman is during the meeting. In addition to their annual remuneration established by the Shareholders meeting upon appointment, Auditors are entitled to reimbursement of the expenses incurred in the performance of their duties. A r t i c l e 2 2 - R e q u i r e m e n t s 6
The permanent and substitute Auditors must comply with the requirements set forth by law. A r t i c l e 2 2 - b i s - A u d i t i n g Under the current legislation, auditing is carried out by an auditing company. T I T L E V I I F I N A N C I A L S T A T E M E N T S A N D P R O F I T S A r t i c l e 2 3 - F i n a n c i a l s t a t e m e n t s The financial year ends on December 31 of each year. The Company's financial statements are submitted to the Shareholders Meeting within 120 days from the end of the financial year. Interim dividends may be distributed in accordance with the applicable laws and regulations. A r t i c l e 2 4 - P r o f i t s Net profits - after deduction of the amount to be allocated to the legal reserve - shall be distributed to shareholders pursuant to Article 2430 of the Italian Civil Code, unless the Shareholders Meeting decides for a total or partial different allocation within the limits set by law. Dividends shall be paid at the Company's registered office, in accordance with the terms and conditions set forth by the Shareholders Meeting. The dividends that are not collected within five years from the day they become payable shall be allocated by the Company to its reserve fund. T I T L E V I I I F I N A L P R O V I S I O N S A r t i c l e 2 5 - W i n d i n g - u p a n d I i q u i d a t i o n In the event of winding-up of the Company, at any time and for any reason, the Shareholders Meeting shall define the procedure of liquidation and shall appoint one or more Iiquidators having the functions and powers provided for by the law. A r t i c l e 2 6 - R e f e r r a l r u l e s The provisions of the law shall be applied for all those matters not specifically covered herein. 7