The appointment of members of the Board of Statutory Auditors is regulated by Article 21 of the Articles of Association and takes place based on lists presented by shareholders on which candidates are listed in sequential order and with a number of candidates not exceeding the members to be elected. Each list consists of two sections: one for candidates for the office of standing statutory auditor and the other for candidates for the office of substitute statutory auditor.

A list can be presented by the shareholder or shareholders who, at the time of submittal of the list, own an equity interest equal to at least 1% of ordinary shares, or to another lower ownership threshold that –pursuant to current regulations – must be indicated in the notice convening the Shareholders’ Meeting called to resolve the appointment of Statutory Auditors. The lists submitted by shareholders must be lodged at the company’s registered offices at least 15 days before the date fixed for the Shareholders’ Meeting on first call.

A shareholder can neither submit nor vote for more than one list, not even via agents or fiduciary companies. Shareholders belonging to the same group and shareholders forming part of a shareholder agreement concerning the Company’s shares cannot present or vote for more than one list, not even via agents or fiduciary companies. A candidate can be present on only one list, on pain of ineligibility.

If at the end of the 15-day deadline indicated above only one list has been lodged, or only lists presented by shareholders that are connected with one another as indicated in Article 144-quinquies of the “Regulation for implementation of Italian Legislative Decree no. 58/1998 concerning rules for issuers”, lists can continue to be presented until the fifth day after that date. In such cases, the ownership threshold required for submittal of lists is halved.

Two standing statutory auditors and one substitute statutory auditor are elected from the list obtaining the highest number of votes, based on the sequential order in which they are listed on the list concerned. From the list that has obtained the highest number of votes among the lists submitted and voted by shareholders who are not connected with the shareholders of reference pursuant to Article 148, paragraph 2, of the Italian Legislative Decree no. 58/1998, the candidate indicated in the first position of the relevant section of the list is elected as a standing statutory auditor. From the same list, the candidate indicated in the first position of the relevant section of the list is elected as a substitute auditor.

In the case of a tie between two or more lists, the oldest candidates will be elected as statutory auditors.

Chairmanship of the Board of Statutory Auditors is the prerogative of the Standing Statutory Auditor elected from the minority list mentioned above.

Outgoing statutory auditors can be re-elected.

If, notwithstanding the provisions of the Articles of Association, as indicated above, only one list is presented or only one list receives votes, three standing and two substitute statutory auditors will be elected – on condition that the list in question receives the majority of the votes represented at the Shareholders’ Meeting – in the order in which they are indicated for the respective office on that list. The candidate for the office of standing statutory auditor indicated in the first position on the list will be appointed Chairman of the Board of Statutory Auditors.

In the event of substitution of a standing statutory auditor, his/her place is taken over by the substitute statutory auditor belonging to the same list as the auditor who has ceased to hold office.

If it is necessary to appoint standing and/or substitute statutory auditors in order to reconstitute the Board of Statutory Auditors following auditors’ early cessation from office, that Shareholders’ Meeting will proceed as follows. If it is necessary to substitute statutory auditors elected from the majority list, appointment of the statutory auditor(s) takes place on the basis of a majority vote, without the constraint of lists. If instead it is necessary to substitute a statutory auditor designated by the minority, the Shareholders’ Meeting will substitute him/her, with a relative majority vote, choosing the candidate from among the candidates indicated on the list to which the auditor to be replaced belonged, who have confirmed their candidacy at least 15 days before the date set for the Shareholders’ Meeting on first call, together with statements concerning the absence of causes of ineligibility or incompatibility, as well as possession of the requisites established for office.