Articles of Association

BIELLA

ARTICLES OF ASSOCIATION

2005 GRUPPO BANCA SELLA

TITLE I INCORPORATION, REGISTERED OFFICE, PURPOSE, DURATION

Article 1 "BANCA SELLA S.p.A." is a joint-stock company. The Company carries on the activity of "Banca Sella Società per Azioni", a company incorporated by notary deed as of 23 August 1886 in front of the notary public F. B. Ramella in Biella, in the legal form of a limited partnership (società in accomandita semplice), under the company title of "Gaudenzio Sella & C.i". The company was then subsequently modified in the following ways: the company title changed into "Banca Gaudenzio Sella & C." by notary deed on 28 December 1930 in front of the notary public P. Germano in Biella; it was transformed into a partnership limited by shares (società in accomandita per azioni) by notary deed on 6 March 1937 in front of the notary public P. Germano in Biella; it was transformed into a joint-stock company (società per azioni) by a notary deed on 23 December 1949, in front of the notary public R. Pozzo in Biella; a resolution by the Extraordinary Shareholders’ Meeting of 7 December 1962 changed its shortened its company title from "Banca Gaudenzio Sella & C. Società per Azioni" into "Banca Sella - Società per Azioni", with effect from 1 January 1965; the minutes thereof were registered by the notary public A. Jemma in Biella and an order was attached to the said resolution, prescribing that the Board of Directors should take care that the memory of the Bank's incorporation in 1886 by Mr. Gaudenzio Sella, engineer, be maintained and promoted in the Bank's correspondence, as well as in the premises open to the public at the Bank head office and in its subsidiaries. The Company belongs to the "Gruppo Banca Sella” banking group. Accordingly, it shall comply with, and care that its subsidiary companies comply with, the provisions that the Group’s Parent Company, carrying out its direction and co-ordination activity, shall issue in order to enforce the instructions issued by Banca d'Italia (the Central Bank of Italy) for the sake of Group stability. The Directors of the Company shall disclose to the Parent Company all data and information necessary to issue such provisions, they shall give the necessary cooperation to comply with consolidated supervisory rules and shall follow the strategic and management rules issued by the Parent Company.

Article 2 The Company has its registered office in Biella. The Board of Directors may, in compliance with the regulation in force, set up, acquire, transfer, sell and abolish secondary offices, branches and representative offices in Italy and abroad.

Article 3 The life of the Company is fixed up to 31 December 2050 (two thousand and fifty) and it may be extended by resolution of the Shareholders’ Meeting.

Article 4 The Company's object of activity is the collection of savings from the general public, as well as the granting of credit in its different forms. Complying with the regulations in force and after obtaining the necessary approvals, if required, the Company shall carry out all banking and financial operations and services allowed, those included among the activities benefiting mutual recognition, as well as any other activity anyway related or instrumental to the carrying out of its main object of activity. Purely speculative operations shall be excluded altogether. TITLE II REGISTERED CAPITAL, SHARES, SHAREHOLDERS’ DOMICILE

Article 5 The registered capital of the company amounts to euro 80,000,000 (eighty million), divided into 160,000,000 (one hundred and sixty million) shares, with a nominal value of euro 0,50 (zero point fifty) each. The registered capital may be increased by resolution of the Shareholders’ Meeting. The registered capital may also be increased by contribution in kind and/or credits.

Article 6 The shares are nominal and indivisible. Each share gives right to one vote. Shareholders shall have right of pre-emption in case of alienation of shares, option rights or pre- emptive rights or script certificates, and of usufruct of the same. In the event that the shareholders interested in a purchase were more than one, an allotment will take place among such shareholders in proportion to the number of shares owned by each of them. Shareholders shall exercise their pre-emption rights in written form within twenty days after receiving the proposal. In case of joint ownership of one or more shares, the rights of the joint owners may be exercised by one owner only, in representation of the others. Any communication addressed by the Company to one of the joint owners shall be binding for all of them.

Article 7 The title of Shareholder ensues from entry in the Register of Shareholders. Ownership of a share forms unconditional acceptance of the Company Act, of the Articles of Association and of all resolutions of the Shareholders’ Meeting, including those prior to the acquisition of the title of Shareholder. Domicile for each Shareholder, as regards his/her relationship with the Company, is recorded in the Register of Shareholders. The Shareholder shall comunicate any change in domicile. Lacking any record of domicile in the Register of Shareholders, reference will be made to the residence recorded in the General Registry Office or registered office domicile. Domicile as recorded in the Register of Shareholders shall be chosen by the Shareholder for all judicial and extra-judicial relationships that may take place between the Company and the Shareholder. For all legal purposes, Shareholders acknowledge the exclusive competence of the Court of Biella for any litigation that might arise between the Shareholders and the Company.

Article 8 The Shareholder, or the owner of option or pre-emptive rights, or script certificates, wishing to alienate such shares, rights or scripts, shall address himself to the Company and forward to the same a written order of alienation, specifying the number of shares, rights or scripts to be alienated, as well as the requested price. The order shall be valid for one month, unless it is recalled prior to its execution. The requested price cannot exceed 10% of the price fixed by an arbitrator appointed by the Chairman of the National and International Chamber of Arbitration in Milan. The Bank shall take care of the placement, in accordance with corporate interests and, following banking practices, at the specified price or at a better one, even partly, and without commitment. If the Bank, after one month from the date on which the alienation order has been placed, has not executed it, or has not fully executed it, the shareholder or the owner of rights or scripts is entitled to alienate his or her shares, rights or scripts to whomever he or she may choose, at a price not lower than the one previously fixed. Were the shareholder to recall his/her order within the set time limit, or should one month be elapsed after the same time limit without a sale being perfected by the shareholder to the Company, or were the shareholder at any time to reduce the requested price and/or to increase the number of shares, rights or scripts offered for sale, the procedure specified in the present Article shall be repeated and all the terms and conditions prescribed herein shall therefore be complied with, and so forth. The above mentioned provisions shall also apply to the granting of a right of usufruct, as well as to the usufructuaries. The above mentioned shares, rights and scripts shall not be pledged without the prior approval of the Board of Directors. Were the Board to refuse such approval, no motivation shall be required. Any alienation or granting of rights failing to comply with any one of the provisions contained in the present Article shall be void.

TITLE III THE SHAREHOLDERS’ MEETING

Article 9 The Shareholders’ Meeting shall be ordinary or extraordinary according to the law. The Shareholders’ Meeting represents all Shareholders and its resolutions, taken in compliance with the law and with the present Articles of Association, shall bind all Shareholders.

Article 10 The Board of Directors shall convene the Shareholders’ Meeting. The Shareholders’ Meeting may also be called outside of the municipal district of the registered office, provided it is in Italy, by written notice with return receipt, delivered at least eight days in advance to Shareholders at their domicile as indicated in the Register of Shareholders or, if by them communicated on purpose, at their telefax number or e-mail address. In the previously mentioned notice a second calling may be provided for. Lacking the above mentioned formalities, the Shareholders’ Meeting shall be deemed regularly formed when the whole subscribed capital is represented and the majority of members of the Board of Directors and of the Board of Statutory Auditors in office are attending. In such case, nevertheless, each of the participants attending the Meeting may oppose the discussion of any item on which he/she deems himself/herself not sufficiently informed. Were the conditions of which at the previous paragraph to take place, prompt communication of the resolutions taken shall be given to the members of the Board of Directors and of the Board of Statutory Auditors who did not attend the Shareholders’ Meeting. The ordinary Shareholders’ Meeting for the approval of the annual report shall be called at least once a year, within 120 (one hundred and twenty) days from the closing of the financial year. The Shareholders’ Meeting may take place also with participants located in different places, near or far, linked up by means of telecommunication, on condition that the joint sitting method and the principles of bona fides and equality of treatment of Shareholders are respected. In such case: Cin the calling for the Shareholders’ Meeting (except for the case of the Meeting to be called according to the fourth paragraph of art. 2366 of the Civil Code) are stated the premises which are audio/video linked by the company, in which members may gather and the meeting is deemed to be held in the place where the Chairman and the person who records the minutes of the meeting are present; Cthe Chairman of the Shareholders’ Meeting shall be allowed, also by way of his office, to check the identity and legitimation of people present, to regulate the progress of the meeting, to verify and declare the results of the poll; Cthe person who records the minutes of the meeting shall be allowed to properly understand all the proceedings which are the object of record; Cparticipants shall be allowed to take part in the discussion and in the simultaneous poll on the items in the agenda.

Article 11 Shareholders may attend the Meeting after depositing their share certificates where stated in the calling for the Shareholders’ Meeting and following the terms thereof, at least five days before the meeting takes place. Shares deposited for Shareholders’ Meeting purposes may not be withdrawn prior to the end of the Meeting.

Article 12 Any Shareholder fulfilling the conditions to attend the Meeting, may be represented, by way of a written proxy, only by another shareholder, in compliance with and within the limits of art. 2372 of the Civil Code. The proxy may be issued to attend one only Shareholders’ Meeting and shall be valid for the subsequent callings as well.

Article 13 The Shareholders’ Meeting shall be presided over by the Chairman of the Board of Directors or, in his absence or impediment, by the Vice Chairman who is oldest in age, or, in case Vice Chairmen be absent the Shareholders’ Meeting shall be presided over by the Managing Director, if appointed, or, in his absence, by a person, not necessarily a shareholder, designated by the majority of votes of the shareholders attending the Shareholders’ Meeting. The Shareholders’ Meeting appoints a Secretary, not necessarily a shareholder. In cases provided for by the law the minutes shall be written by a notary public.

Article 14 The Chairman of the Shareholders’ Meeting, together with the members of the Board of Auditors that are present, shall verify the right of each shareholder to take part in the Shareholders’ Meeting, and the number of votes each shareholder is entitled to express, directly or as a result of proxies. They shall also verify that the Shareholders’ Meeting is legally convened. The Chairman, if he deems it suitable, shall appoint two scrutineers, choosing them among shareholders or their representatives. The Chairman shall regulate the proceedings of the meeting, including the procedures for voting.

Article 15 Once the Shareholders’ Meeting is legally convened, neither such convention, nor the validity of the resolutions taken can be affected by the fact that any of the participants may fail to vote or leave the Meeting for any reason whatsoever.

Article 16 Resolutions shall be taken in relation to the number of shareholders present when the Shareholders’ Meeting is convened and in compliance with the majority requirements prescribed by the Civil Code and by the law. Appointments, unless they are decided by unanimous consent, shall be made by secret vote and by relative majority. In case of an even result, the candidate who is older in age shall be appointed. The Chairman of the Shareholders’ Meeting shall address as soon as possible a written notice to the people who were appointed and were absent. The proceedings of the Shareholders’ Meeting and the resolutions taken shall be properly recorded in the minutes, drafted and signed according to art. 2375 of the Civil Code.

TITLE IV THE BOARD OF DIRECTORS

Article 17 The Company shall be managed by a Board of Directors consisting of no less than seven and no more than fifteen members. The number of members of the Board shall be fixed by the Shareholders’ Meeting at the moment of their appointment. Directors are appointed for a period of no more than three financial years and may be appointed again. In case of ceasing of the majority of Directors appointed by the Shareholders’ Meeting, the remaining Directors shall continue in office only until the date of a Shareholders’ Meeting, which they shall convene in order to reappoint and complete the Board of Directors. The duration of such newly appointed Board shall be established by the Shareholders’ Meeting.

Article 18 The Board of Directors, after each re-election and within ten days from the date of the ordinary Shareholders’ Meeting, shall appoint one of its members as Chairman, in case the ordinary Shareholders’ Meeting had not appointed him, and one or more Vice Chairman. Ceasing, for any reason, during his mandate, the Chairman and/or one or more Vice Chairmen, the Board of Directors provides for their immediate substitution. The Board may also appoint a Managing Director. A Director or an employee of the Bank with a degree higher than II Level Cadre (quadro direttivo di secondo livello) and, from time to time and for selected matters, a notary, shall also be appointed by the Board to serve as Secretary.

Article 19 The Board of Directors shall meet at the registered office of the Bank or at another location as stated in the calling, as a rule once a month and each time the Chairman or the Managing Director or three Directors or two Auditors see the need to call for a meeting and in all other cases as provided for by the law. Board meetings, as well as meetings of the Executive Committee and of the other decision- making committees, if appointed, may take place by teleconference or videoconference, provided that all members can be properly identified by the Chairman and are enabled to follow the discussion and take part in the same in real time; when all such requirements are met, the Board shall be deemed to take place at the premises in which the Chairman is and where the Secretary shall also be physically present, in order to draft the minutes and have them signed and recorded in the corresponding register. All Board resolutions shall be recorded in the minutes and signed by the Chairman and by the secretary of the meeting. In the Chairman’s absence or impediment, the meeting shall be presided over by the Vice Chairman, if appointed, and, in case Vice Chairmen be more than one, by the one oldest in age and, in their absence or in case they be not appointed, by the Managing Director, if appointed. In case of absence or impediment of the Secretary, the corresponding functions shall be performed by a Director or an employee of the Bank with a degree higher than II Level Cadre (quadro direttivo di secondo livello) appointed by the Board. The Auditors of the Board of Auditors shall also attend the meetings of the Board of Directors.

Article 20 Board meetings are convened by the Chairman, or by whoever takes his place or, in the lack thereof, by whoever is entitled to convene a Board meeting, by way of a written notice at least five days in advance, or, in case of urgency, by a written telecommunication at least twenty four hours in advance. Auditors shall be given notice according to the same procedure and terms. The Board of Directors is however validly formed and qualified to deliberate whenever, even in the absence of the above mentioned formalities, all members of the same Board and all auditors of the Board of Statutory Auditors be present, provided that the right of each person attending the Meeting to oppose the discussion of any item on which he/she deems himself/herself not sufficiently informed be respected.

Article 21 For Board resolutions to be valid, it is necessary that the majority of the Directors in office be present. Resolutions shall be taken with the absolute majority of the votes of the Directors attending, except as provided for by the third paragraph of the present article, and by open voting, unless the Auditors attending or one third of the voters require secret voting. In case of an even result, the person presiding over the meeting, in case of open vote, shall have a casting-vote. Appointments regarding executive positions, unless they are decided by unanimous consent, shall be always made by secret voting and by a relative majority. In case of an even result, the candidate who is oldest in age shall be appointed. In case the Director should have an interest, on own account or on behalf of a third party, in a certain operation of the Company object of resolution, art. 2391 of the Civil Code shall be applied.

Article 22 The Board of Directors is fully empowered for the ordinary and extraordinary management of the company in order to carry out all those actions that may be deemed suitable to achieve and put into practice the company’s object of activity, except for those powers that, according to the law, are peremptorily reserved to the Shareholders’ Meeting. The Board shall have exclusive competence on the following matters: 1) identification of the general principles and guidelines leading corporate strategy; 2) drafting and modifying internal regulations on the most relevant issues of corporate activity; 3) approval and amendments of the overall organizational structure; 4) appointing and dismissing the General Manager, his Deputy and Executive Cadres (Dirigenti) and Third and Fourth level Cadres (Quadri Direttivi); 5) acquisition and transfer of equity investments; 6) purchase and sale of real estate, as well as building and renovation of premises; 7) setting up, purchase, transfer, sale and winding up of secondary offices, branches and representative offices; 8) mergers as provided for by art. 2505 of the Civil Code; 9) reduction in capital in the event of withdrawal of shareholder; 10) update of the articles of association in compliance with rules and regulations. The Board of Directors, in compliance with with the laws in force and the provisions of these Articles of Association, may delegate part of its functions to the Executive Committee and to one Managing Director. As far as the granting of credit is concerned, decision-making powers may be conferred, besides the Executive Committee, to the Chairman, the Managing Director, the Executive Cadres (Dirigenti), the Cadres (Quadri Direttivi) and to the employees of the Bank or of the Holding Company Finanziaria Bansel SpA, as well as to other collective bodies, the members of which pertain to the above mentioned categories. The staff with special decision-making powers shall give detailed notice of their resolutions to their direct superiors and, even in summary, to the Executive Committee or to the Board of Directors at their first subsequent meeting.

Article 23 The Board of Directors shall appoint the Bank's Top Management members every year, specifying their status, in case including the office of General Manager, their joint or disjoined powers, their obligations and conditions. The Top Management shall report to the Board of Directors and to the Chairman, as well as to the Managing Director, if appointed. The Top Management shall carry out the resolutions of the Board of Directors and of the Executive Committee and of the Managing Director, if appointed. The Top Management organizes and conducts the ordinary business of the Company. It attends the meetings of the Board of Directors and of the Executive Commitee with advisory functions. The Chairman or the Managing Director may also be appointed as General Manager. Nevertheless, a single person shall not be allowed to serve for the three offices of Chairman, Managing Director and General Manager at the same time. The Board of Directors shall appoint, promote and dismiss all the other Executive Cadres (Dirigenti) and Cadres (Quadri Direttivi) of Third level or more of the Bank and it shall establish their powers of representation with respect to a third party, complying with the restrictions set forth by art. 29. Their powers with reference to the internal, ordinary management of the Bank head office and branches, as well as their obligations and conditions, if not established by the Board of Directors, shall be established by the Managing Director or, he not being appointed, by the General Manager.

Article 24 The Shareholders’ Meeting shall fix the annual remuneration of Directors, of the members of the Executive Committee and the attendance fees relevant to the meetings of the Board of Directors and the Executive Committee. Directors shall have right to the reimbursement of the actual expenses incurred in their office. In accordance with the Board of Statutory Auditors, the Board of Directors entitles Directors having specific executive responsibility to a fixed remuneration or a remuneration partly fixed and partly linked to corporate profit. The amount of the annual remuneration and/or of attendance fees shall remain unchanged until a new resolution by the Shareholders’ Meeting.

Article 25 The minutes of the resolutions taken by the Board of Directors shall be drafted by the Secretary of the Board and recorded in the prescribed stamped register. Minutes shall be read aloud at the end of every meeting or at the beginning of the subsequent meeting. Such reading may be omitted or postponed to the immediately subsequent meeting, upon unanimous request of the Directors attending; to this end, the minutes of previous Board meetings shall be available to Directors at the Bank’s head office until the meeting due to approve the same shall be convened. Minutes shall be signed by the person who presided over the meetings to which the minutes refer and by the Secretary; in case of absence or impediment, notice shall be given and the minutes shall be signed by the person presiding over the meeting in which they will be approved and by the Secretary of the same meeting.

TITLE V EXECUTIVE COMMITTEE

Article 26 The Board of Directors, after each re-appointment and within ten days after the Shareholders’ Meeting, shall appoint an Executive Committee, which shall be in office up to a new resolution by the same Board and shall consist of some Board members, among whom the Chairman and the Managing Director, if appointed, shall be de jure members. The General Manager, if appointed and if not a member of the Board, shall attend by right to the Executive Committee meetings with a consulting vote. The Board shall determine the functions of the Executive Committee, which shall include, in particular, the power to grant credit within the limits set by the Board itself. The loans granted by resolution of the Committee shall be notified to the Board of Directors no later than on the first subsequent meeting. An abridged notice shall be acceptable, taking into account that Directors may at any time read the loan records after the Board meeting has been convened. Each member of the Committee may be granted an attendance fee, the amount of which shall be determined by the Shareholders’ Meeting and which shall remain unchanged until a new resolution by the Meeting. Reimbursement of any actual expenses incurred by the members of the Committee because of their office is due as well. External consultants may be admitted to the Committee meetings, upon request by the Committee itself. The deputed bodies shall refer to the Board of Directors and to the Board of Statutory Auditors, usually at each Board meeting and at least once every three months, on the general trend of the company and on its possibile evolution, as well as on the most relevant operations, as far as size or characteristics are concerned, made by the company or its subsidiaries.

Article 27 The Executive Committee shall, as a rule, meet twice a week; its resolutions shall be taken by the majority of votes, provided the majority of the members of the Committee are present. In case of an even result, the person presiding over the meeting shall have a casting-vote. During its first meeting in the year the Executive Committee may fix all the subsequent meeting dates, with no need for a specific calling thereafter, except for the cases of urgency, if any. In case of urgency or necessity, the Executive Committee may be convened also by the Chairman or the Managing Director, if appointed, with an informal notice and with no advance notice. In such event the Committee may take resolutions on matters falling under the competence of the Board of Directors. Such resolutions shall be submitted to approval on the first subsequent meeting of the Board of Directors. The Executive Committee shall be presided over by the Chairman of the Board of Directors or, in his absence, by the Managing Director, if appointed, or, in the absence of both, by the oldest in age among its members. A member of the Committee or one of the Bank’s executive cadres (Dirigenti) or cadres (Quadri Direttivi), shall be appointed Secretary of the Committee.

TITLE VI BOARD OF STATUTORY AUDITORS AND ACCOUNTING CONTROL

Article 28 The Shareholders’ Meeting shall appoint the Board of Auditors, which shall consist of three Standing Auditors, among whom a Chairman is appointed, and of two Supplementary Auditors. The Shareholders’ Meeting shall fix their remuneration. All Auditors shall continue in office for three financial years and may be re-appointed after the expiration of their term. Standing Auditors shall attend the meetings of the Board of Directors, of the Executive Committee and of Shareholders’ Meetings and shall also meet at least every 90 days. The meetings of the Board of Statutory Auditors may also take place through means of telecommunication. In such event the meeting shall be deemed to take place at the premises in which the Chairman of the Board of Statutory Auditors is present or, in his absence, by the Auditor who is oldest in age; moreover all members shall be properly identified and should be enabled to follow the discussion, to take part in all issues in real time and to receive, send or view any documentation that may be necessary.

Article 29 Accounting controls are carried out by an auditor or auditor’s company enrolled in the register of the Minister of Justice. The Shareholders’ Meeting is in charge of appointing for accounting controls, and of fixing the relevant amount to be paid, together with the Board of Statutory Auditors. The appointment shall last three financial years, until the date of the Shareholders’ Meeting called for approval of the financial statements of the third financial year of the appointment.

TITLE VII REPRESENTATION AND POWERS OF SIGNATURE

Article 30 The Chairman shall individually represent the Bank for the execution of the resolutions taken by the Board of Directors and by the Executive Committee, with no need for a special authorisation. The Chairman shall also represent the Board of Directors and the Executive Committee with respect to third parties, to shareholders and to other corporate offices. The Chairman and the Managing Director, if appointed, and, in case of their absence or impediment (even temporary), Vice Chairmen, in order of seniority, shall individually represent the Bank and have deciding power with respect to ordinary as well as special jurisdictional bodies, including the Constitutional Court, both of Italy and of the European Union, as well as foreign or international courts, of any level and wherever they may be located, having also the faculty of appointing lawyers and proxies and elect domicile. They shall individually represent the Company before Banca d’Italia (the Central Bank of Italy), the Ufficio Italiano dei Cambi (the Italian Office of the Comptroller of the Currency), the Italian Public Debt Agencies, the Italian Property Registers and other registers, the Cassa Depositi e Prestiti, the Poste Italiane S.p.A. (the Italian postal and telegraph services company) and any other Government agency, including foreign or international agencies. To this purpose, they shall be entitled to issue receipts. The Board of Directors may confer special representation powers and powers to sign, with joint or disjoined signatures, to directors, executive cadres (dirigenti), cadres (quadri direttivi) and employees of the Bank or of other companies of Gruppo Banca Sella. The same powers may be conferred for single, specific deeds, also to people from outside the Bank or the Group.

TITLE VIII FINANCIAL REPORT AND PROFIT

Article 31 The financial years shall end on 31st December every year. The financial statements shall be drafted by the Board of Directors at the end of each financial year and shall consist of the balance sheet, income statement and explanatory notes to the financial statements, adding to these a report on corporate activities, in compliance with the law and received practice, as well as with the prudence principles it may deem suitable. Net profit, after a provision of 12% has been allocated to ordinary reserves, until these reach 40% of the subscribed capital, and after an additional provision of 40% has been allocated to statutory reserve, shall be distributed to shareholders as a dividend on their shares, unless a different resolution is taken by the Shareholders’ Meeting. The ordinary Shareholders’ Meeting may allocate all or a part of the available net profit, as well as retained earnings or voluntary reserve of previous financial years, to be provisioned to Ordinary, Extraordinary or Voluntary reserves, in order to depreciate some assets items, to purchase company shares or to carry out other corporate actions. The Company shall be entitled to the dividends that have not been collected after five years since their disbursement.

TITLE IX GENERAL PROVISIONS

Article 32 Shareholders might withdraw from the Company, for all or part of his/her shares, in the specific cases provided for by art. 2437, par. 1 of the Civil Code. Withdrawal is not admitted in case of resolutions involving the extension of the life of the company or the introduction or removal of limits for the circulation of shares. The proceedings for the liquidation of shares of the withdrawing shareholder is regulated by art. 2437-quater of the Civil Code.

Article 33 The company shall terminate at its fixed time limit and in the cases provided for by law. In the event of termination of the Company, the Shareholders’ Meeting shall appoint one or more liquidators, fixing their powers and remuneration.

Article 34 With regard to matters that are not regulated by the present Articles of Association, the Company shall be regulated by the dispositions of the Civil Code, by the laws in force and by received practice.

Modified by: notary deed Gelpi of 24/05/2005 rep No. 8514/7316 (deposited at the Register of Companies of Biella on 14/06/2005).