A società per azioni (joint-stock company) has been formed under the corporate name of "TISCALI S.p.A.".

The Company's registered offices are in Sa Illetta, SS 195, Km 2,300, Cagliari, Italy.

The Company's management body can establish, change or close down branch offices throughout Italy; it can move the location of the registered offices within the same Municipal area and arrange for their transfer within Italy as well as establish, change and close down branches, agencies, offices and similar.

The Company's corporate purpose involves:

- the design, creation, installation, maintenance and management, by means of any technique, medium or system, of telecommunications systems and networks, owned by the Company or by third parties, including both fixed, mobile or satellite-based systems, for the accomplishment and exercise, without territorial limits, of the communication services also resulting from the evolution of technologies;

- the performance of the activities and the provision of the services associated with the afore-mentioned sectors, including therein the marketing of the telecommunications, screen-based, multimedia and electronic products, services and systems, as well as those for connection and/or interconnection to the various networks and the disclosure, by means of said networks, of cultural, technical, educational, advertising, entertainment or any other type of information in any format, also on behalf of third parties;

- the performance of publishing, advertising, IT, screen-based, multi-media, research, training and consulting activities which turn out in any event to be pertinent to the matters indicated above;

- the undertaking, by way of secondary activities, of equity investments and equity investments in companies or businesses in general which perform activities falling within the sphere of the corporate purpose or which are in any event associated, complementary or similar, including therein the companies operating in the field of manufacturing, electronic and insurance activities, in observance of the limits envisaged by the relevant legislation in force.

The Company may carry out all the acts considered necessary or merely useful for the achievement of the corporate purpose: in short, it may put together industrial, commercial and financial transactions and those concerning stocks & shares and real estate property, including the issuing of secured and unsecured guarantees, also in favour of third parties and as third party provider of mortgage, as well as the finalization of loan agreements as borrower, all of which within the limits of the current provisions of the law; financial transactions, including the undertaking of equity investments, must not however be carried out vis-à-vis the general public.

Financial activities vis-à-vis the general public or the collection of savings from the same is also forbidden.

The Company's duration is established until the thirty-first of December, two thousand and fifty and may be extended one or more times or wound-up in advance, subject to the right to withdraw of each shareholder in the event of extension.

The share capital amounts to EUR 92,018,562.47 (ninety-two million, eighteen thousand, five hundred and sixty two, point forty-seven).

The shares are represented by the number of 1,861,493,509 (1 billion, eight hundred and sixty one million, four hundred and ninety-three thousand, five hundred and nine) with no par value.

The extraordinary shareholders' meeting held on 3 May 2007 resolved:

- to increase the share capital against payment, in cash, with exclusion of the purchase option in accordance with Article 2441, last paragraph of the Italian Civil Code and Article 134.2 of Italian Legislative Decree No. 58 of 24 February 1998, for a maximum nominal amount of € 2,122,065.50 (two million, one hundred and twenty-two thousand, and sixty-five point fifty), by means of the issue of a maximum of 4,244,131 (four million, two hundred and forty-four thousand, one hundred and thirty one) ordinary shares serving a maximum of 4,244,131 (four million, two hundred and forty-four thousand, one hundred and thirty one) non-transferable options, valid for the subscription of ordinary shares, assigned free-of-charge to Tiscali S.p.A. employees and those of its subsidiary and affiliated companies, to be carried out in one or more tranches;

- to establish, in accordance with Article 2439 of the Italian Civil Code, that if the share capital increase as resolved above is not subscribed in full by the third of May two thousand and twelve, the capital will be understood to be increased by an amount equating to the subscriptions received by that date.

On 30 June 2009 the Extraordinary Meeting of the Company has, also, decided to:

- to issue Warrant which will give to owners the right to subscribe a new ordinary share of the Company for every 20 (twenty) warrants. These warrants circulate separately from the shares and, except the forecasts and periods of suspension of the exercise of which at the "Regulation Warrants Tiscali SpA 2009-2014", have the exercise period from the first December of 2009 until the fifteenth of December 2014;

- to increase, for the warrants as above, the share capital up to a maximum of EUR 8.999.096,80 (eight million, nine hundred and ninety-nine thousand, ninety-six point eighty); the increase will be implemented by the issue, even in more times or tranches, of 89.990.968 (eighty-nine million, nine hundred and ninety thousand, nine hundred and sixty-eight) ordinary shares with no par value, regular entitlements, with identical characteristics to outstanding shares, to be reserved exclusively to the exercise of those warrants, for an issue price equal to EUR 0.8 (zero point eight), inclusive of a premium of EUR 0.7 (zero point seven) for each new share issued;

- to give to the Board of Directors, pursuant to Article 2443, second paragraph, of the Civil Code, the option to increase the share capital up to a maximum of EUR 25,000,000.00 (twenty-five million point zero zero), for a period of three years from the thirty (30) June 2009 (two thousand and nine); the delegated capital increase may be executed in one or more tranches, as follows:

- each new share will be released in cash, without charge, at the issue price equal to the average stock market official price of the share in the three months preceding the filing in the competent Register of Companies of the offer of option of the tranches of capital increase; the Board of Directors will determine, with reference to the actual issue price, the number of issued shares and the subscription ratio between new issued shares and shares already outstanding, according to art. 2346, paragraph 5, and 2441 of the Civil Code;

- the capital increase will be offered in option to Shareholders under and for the purposes of art. 2441 of the Civil Code;

- the publication of the offer of option will be made by the Board of Directors in due course, provided that compatible with the final date for subscription which will be fixed by the Board and within the minimum period required by Article 2441 of the Civil Code (Term of Option 3);

- where the term of option as above end unsuccessfully, the Board of Directors will offer for at least five sessions of Stock Exchange, within the month following the expiration of the term of option, any un-opted shares (Term of the offer to the market 3);

- shares not subscribed at the end of the market offer period will be proposed by the Board of Directors to the Senior Lender;

- the underwriter of the shares issued with the capital increase here approved will have to provide, upon subscription, to deliver the total amount; the debt by injection may also be settled by offsetting;

- To submit the proxy to the suspensive condition of the request for compensation in excess of the amount of EUR 20 (twenty) million, by the cessionary of Tiscali UK under contract;

The fully freed-up shares are indivisible and can be freely transferred.

Payments in cash made by the Company's shareholders by way of loans, can be made within the limits of the law:

- under the form of capital grants without the right to repayment;

- under the form of interest or non-interest bearing loans with the natural right to repayment.

The share capital is reserved for the achievement of the corporate purpose and may be increased also by means of conferral in kind and/or receivables within the meaning of the combined provisions of Articles 2342, 2343 and 2476 of the Italian Civil Code.

The shareholders' meeting may resolve the reduction of the share capital, also by means of the allocation, to individual shareholders or groups of shareholders, of specific corporate assets or shares or holdings in other companies, in which the Company has interest holdings.

The shareholders' meeting may resolve the increase of the share capital in pursuance of and within the limits of Article 2441.4.2 of the Italian Civil Code, and assign to the Board of Directors the power to increase the share capital pursuant to Article 2443 of the Civil Code.

General Meetings are called by the management body at the registered offices or elsewhere, provided the location is in Italy, by means of publication, within the legal deadlines, of notice in the Company's website and with the other procedures laid down by regulations.

Those who own the right to vote, have the right to examine all the documents filed at the registered offices for Meetings already called and to obtain a copy thereof at their own expense.

Ordinary meeting is convened at least once a year, within 180 days of the close of the fiscal year, to approve the Annual report, since the Company is required to prepare consolidated financial statements. The meetings, both ordinary and extraordinary, take place in a single meeting and deliberations shall be valid if taken with the attendance and the majorities prescribed by law for such an eventuality.

May attend the meeting all those who have the right to vote under the rules and regulations from time to time.
Those to whom have the right to attend the meeting may be represented, according to law, by delegation, which will be given in writing or by electronic-mail, if provided by specific rules and regulations and according to mode therein. The Company excludes the possibility of using an entity to which people who have the right to vote may delegate.

The Chairman of the Meeting is responsible for establishing the right to attend the Meeting and the regularity of the proxies.

Meeting resolutions adopted in accordance with the law and these Articles of Association bind all shareholders, irrespective of agreement.

Shareholders' Meetings are chaired by the Chairman of the Board of Directors or, in the absence of the latter, by the Deputy Chairman, if appointed, or by the Sole Director or, in the absence of this figure, by an individual appointed by the meeting.

The Meeting appoints a secretary, who does not necessarily need to be a shareholder and also appoints, if it considers it appropriate, two scrutineers from among the shareholders and the Auditors.

Resolutions adopted by the Meeting are recorded in specific minutes signed by the Chairman, the secretary and the possible scrutineers.

In the cases required by law and each time he considers it appropriate, the Chairman will arrange for the minutes to be drafted by a Notary Public.

The management of the Company is entrusted to a Sole Director or to a Board of Directors made up of a variable number of members ranging between three and eleven, in accordance with the matters resolved by the Shareholders' Meeting at the time of appointment.

If the management of the Company is entrusted to a Board of Directors, the Board takes steps to appointment a Chairman and possibly a Deputy Chairman, choosing from among its members, if the Shareholders' Meeting has not already taken steps to do so.

The Directors remain in office for three years or for the shorter duration established by the Shareholders' Meeting at the time of their appointment; they can be reappointed.

The Directors are appointed by the Shareholders' Meeting on the basis of lists presented by the shareholders, in which the candidates must be listed by means of consecutive number.

Each shareholder may not present or contribute towards presenting more than one list, even if this takes place via third parties or trust companies. Each candidate may be present on just one list under penalty of ineligibility.

Only shareholders who alone or together with other shareholders represent the percentage of shares with the right to vote during ordinary meetings envisaged by applicable legislation, will be entitled to present lists; this percentage will be indicated in the notice of calling for the Shareholders' Meeting.

The lists presented by the shareholders must be filed, as will also be indicated in the notice of calling, at the Company's registered offices by twenty five days before the date fixed for the Shareholders' Meeting called to decide on the appointment of members of the Board of Directors.

Each list will have to be accompanied by the information required by applicable legislation and indicate the identity of the shareholders who have presented it and the shareholding percentage held in total. Thorough disclosure must be provided at the bottom of the lists presented by the shareholders, or attached to the same, regarding the personal and professional characteristics of the candidates. Declarations – by means of which the individual candidates accept their candidature and declare, under the own responsibility, the inexistence of causes of ineligibility or incompatibility as well as the existence of the requisites of respectability and professionalism prescribed for the office by applicable legislation and by the Articles of Association and the possible possession of the independence requisites established by relevant legislation - must be deposited together with each list.

Each list will have to indicate at least one candidate who presents the requisites of independence established by applicable legislation if the Board of Directors is made up of a number of members equal to or less than seven; in the other cases, the list must indicate at least two candidates who present the afore-mentioned requisites of independence.

Lists presented without observing the above instructions will be considered as not having been presented.

Each shareholder may not vote for more than one list, even if this takes place via third parties or trust companies.

The appointment of the Directors takes place as follows:

a) five-sevenths of the Directors to be elected will be taken from the list that has obtained the majority of the votes expressed by the shareholders, in the consecutive order in which they are listed on said list, with rounding off, in the event of a fractional number lower than the unit, to the upper unit;

b) the remaining Directors will be taken from the other lists; for such purposes, the votes obtained by said lists will be divided subsequently by one, two, three, four, five, etc. according to the number of Directors to be appointed. The ratios thus obtained will be assigned progressively to the candidates of each of these lists, according to the order respectively envisaged by the same. The ratios thus assigned to the candidates of the various lists will be placed in a single decreasing classification.

Those who have obtained the highest ratios will be elected.

In the event that several candidates have obtained the same ratio, the candidate of the list which has not yet elected any Director or which has elected the lowest number of Directors, will be appointed.

In the event that none of the lists has elected a Director or all have elected the same number of Directors, , the candidate of the list which has obtained the greatest number of votes from among these lists will be elected.

In the event of equal votes being case for a list and ratios also being equal, steps will be taken to hold a new vote cast by the entire Shareholders' Meeting, and the candidate who obtains the simple majority of the votes will be elected.

If, in the event of presentation of several lists, none of the candidates indicated on the list which has obtained the greatest number of votes after the first and which is not associated in any way, even indirectly, to the shareholders which have presented or voted for this latter list are elected in accordance with the above provisions, the first candidate in order of presentation from the minority list will in any event be elected in replacement of the last candidate in order of presentation elected on the list which has obtained the number of votes immediately greater than that achieved by said minority list.

If the Board of Directors is made up of a number of members of up to seven and, in accordance with the afore-mentioned appointment procedure, no member in possession of the independence requisites established by applicable legislation is elected, the last of those elected taken from the list which has obtained the greatest number of votes will have to be replaced by the first candidate subsequently listed on the list who has said requisites.

If, by contrast, the Board of Directors is made up of more than seven members and, in accordance with the afore-mentioned appointment procedure, at least two members in possession of the independence requisites established by applicable legislation have not been elected, the last of those elected not in possession of those requisites from the list which has obtained the greatest number of votes after the first and which is not associated in any way, even directly, to the shareholders which have presented or voted for this latter list, will have to be replaced by the first candidate subsequently listed on said list who has said requisites and, if following this replacement a member in possession of the independence requisites established by applicable legislation still has to be elected, the last of those elected not in possession of those requisites taken from the list which has obtained the greatest number of votes will have to be replaced by the first candidate subsequently listed on this list who has said requisites;

c) the appointment mechanism by means of list voting envisaged above is applied in the sole case of complete renewal of the Directors; in relation to the appointment of Directors not appointed for any reason in accordance with the afore-mentioned procedures, the Shareholders' Meeting will resolve by means of the legal majority.

Even during the course of its mandate, the Shareholders' Meeting cannot change the number of members of the Board of Directors, unless this takes place within the limits pursuant to these Articles of Association, seeing to the related appointments. The Directors thus elected fall from office with those already appointed.

If, due to resignation or other reasons, half the Board should fall from office, in the case of an even number, or more than half should fall, in the case of an uneven number, the entire Board will be understood to have fallen and the Shareholders' Meeting must be called immediately for the re-appointment of all the Directors.

The meetings of the Board of Directors may be held outside Italy, provided that the location is in one of the member nations of the European Union, and they are called by the Chairman or at least two Directors, by means of registered letter, telegram, telex message, fax message or e-mail, to be sent at least two days before the date fixed for the meeting.

In the event of the absence or unavailability of the Chairman, the Board is chaired by the Deputy Chairman, or by the most senior Director in age.

The Board may appoint a Secretary, who does not necessarily need to be one of its members.

Meetings of the Board of Directors are also allowed to be held by means of videoconference and/or conference call facilities provided that all the participants can be identified and they are permitted to follow the discussion and intervene in real time when dealing with the business on the agenda. These conditions having been satisfied, the Board Meeting will be considered to be held in the location where the Chairman is found and where the Secretary must also be found, so as to permit the drafting and the signing of the minutes in the related book.

Board Meetings satisfy quorum requirements when, also in the absence of formal calling, all the Directors in office and all the Auditors are present.

The validity of the Board resolutions requires the presence of the majority of the Directors in office.

The resolutions are adopted by means of a majority of those present and in the event equal votes are cast, the vote of whomever chairs the meeting prevails.

The Board of Directors or the Sole Director, according to the form adopted, are due all the powers of ordinary and extraordinary business of the Company, with the exception of those specifically reserved by law for the Shareholders' Meeting.

Within the limits of the law, the Board of Directors may also appoint one or more Chief Executive Officers, determining the powers within the sphere of those due and within the legal limits (Article 2381 of the Italian Civil Code).

The Board of Directors or the Sole Director can, under the legal forms, adopt any resolution concerning the adaptation of the Articles of Association to the legislative provisions.

The Board of Directors or the Sole Director:

(i) can, under the legal forms, appoint one or more General Managers and legal representatives, determining the functions and powers;

(ii) appoint, upon the proposal of the Chief Executive Officer if the management of the Company is entrusted to a Board of Directors, and in any event subject to the mandatory opinion of the Board of Statutory Auditors, the executive tasked with drawing up the Company's accounting documents, determining functions and powers. The executive tasked with drawing up the corporate and accounting documents must possess the requisites of respectability envisaged for the Directors and have gained significant professional experience with regards to administration and finance. He remains in office for three years or for shorter duration fixed at the time of his appointment and is re-elected. The executive tasked with drawing up the Company's accounting documents attends the meetings of the Board of Directors and the Executive Committee, if appointed, which deal with the handling of the matters falling under his responsibility.

The Board of Directors may delegate its functions to an Executive Committee made up of a number of its members.

The Board of Directors or the Sole Director must report quarterly to the Board of Statutory Auditors on the activities carried out and on the transactions of greatest economic, financial and equity importance performed by the Company or by the subsidiary companies; in detail, it must report on the transactions which present potential conflict of interests, by means of written report sent to the domicile of the auditors or by means screen-based transmission.

The legal representation of the Company in dealings with third parties and before the legal authorities is the responsibility of the Sole Director, the Chairman of the Board of Directors, the Deputy Chairman, if appointed, in the event of the absence and/or unavailability of the Chairman, and any Chief Executive Officers, within the limits of the authority granted them.

The tangible exercise of the power of representation by the Deputy Chairman in itself bears witness to the absence or unavailability of the Chairman and exonerates third parties from any verification or responsibility in this connection. In the event of the appoint of more than one Deputy Chairmen, the Board itself will establish the formalities for replacing the Chairman.

The accounting period ends on the thirty-first of December of each year.

At the end of each accounting period, the management body draws up the financial statements comprising the balance sheet, income statement and explanatory notes, in observance of the legal provisions.

The Shareholders' Meeting approves the financial statements and resolves with regard to the allocation of the profits, subject to the allocation of 5% (five percent) of the annual profits to the legal reserve, until this has reached a fifth of the share capital.

The Board of Statutory Auditors comprises three Statutory Auditors and two Deputy Auditors appointed by the Shareholders' Meeting. The Auditors remain in office for three years and can be re-appointed. The fall from office of the Auditors due to expiry of their term is only effective when the Board has been re-established.

Under Article 1, paragraph 2 b) and c) of the Rules of the Decree of the Minister of Justice March 30, 2000, No 162, shall be considered strictly related to the ones of the Company, areas of activities and subjects relating to telecommunications, electronic communications in general, media, business and computer software as well as matters relating to private law and administrative disciplines, the disciplines of economics and those on the corporate organization.

The meetings of the Board of Statutory Auditors can also be held with the aid of telecommunications facilities, in observance of the formalities pursuant to Article twelve (Calling and business of Board Meetings) of these Articles of Association.

The Shareholders' Meeting which appoints the Auditors and the Chairman of the Board of Statutory Auditors, establishes the remuneration they are due.

The appointment of the Board of Statutory Auditors takes place on the basis of lists presented by the shareholders, which must contain indication of five candidates, three for the office of Statutory Auditor and two for the office of Deputy Auditor, listed by means of consecutive number, starting off from the individual who is most senior professionally.

Each shareholder may not present or contribute towards presenting more than one list, even if this takes place via third parties or trust companies. Each candidate may be present on just one list under penalty of ineligibility.

Only shareholders who alone or together with other shareholders represent the percentage of shares with the right to vote during ordinary meetings envisaged by applicable legislation, will be entitled to present lists; this percentage will be indicated in the notice of calling for the Shareholders' Meeting.

The lists presented by the shareholders' must be filed, as will also be indicated in the notice of calling, at the Company's registered offices by twenty five days before the date fixed for the Shareholders' Meeting called to to decide on the appointment of members of the Statutory Auditors.
If, on expiry of this deadline, just one list has been deposited, or only lists presented by shareholders who emerge as associated in accordance with applicable legislation, lists can be presented up until the third day subsequent to this date, and the shareholding percentage envisaged for the presentation of the lists is reduced by half.

Each list will have to be accompanied by the information required by applicable legislation and indicate the identity of the shareholders who have presented it, the shareholding percentage held in total and a certificate which bears witness to the ownership of this shareholding, as well as a declaration of the shareholders other than those who hold, also jointly, a related controlling or majority interest, bearing witness to the absence of the relationships envisaged by applicable legislation with the latter. Thorough disclosure must be provided at the bottom of the lists presented by the shareholders, or attached to the same, regarding the personal and professional characteristics of the candidates. Declarations – by means of which the individual candidates accept their candidature and declare, under the own responsibility, the inexistence of causes of ineligibility or incompatibility as well as the existence of the requisites of respectability and professionalism prescribed for the office by applicable legislation and by the Articles of Association - must be deposited together with each list.

Lists presented without observing the above instructions will be considered as not having been presented.

Each shareholder may not vote for more than one list, even if this takes place via third parties or trust companies.

Those who cover the same office in five companies already, cannot undertake the office of Auditor. The Auditors can undertake other administration and auditing appointments within the limits established by applicable legislation.

At least one of the Statutory Auditors, and at least one of the Deputy Auditors, must be chosen from among those enrolled in the register of chartered accountants, who have carried out legal accounts auditing activities for a period of no less than three years. Auditors who do not satisfy the afore-mentioned conditions, must have accrued total experience of at least three years carrying out specific activities in any event pertinent to the business activities. Activities pertinent to the business are understood to be all those which can be referred back to the corporate purpose pursuant to Article 3 (Corporate purpose) of these Articles of Association and those in any event relating to the telecommunications sector.

The Auditors are elected as follows:

a) two Statutory members and one Deputy member from the list which has obtained the greatest number of votes, in the consecutive order in which they are listed on said list;

b) the third Statutory member will be the candidate for the related office indicated in first place, among the Statutory Auditors, on the list which will have obtained the greatest number of votes after the first, among the lists presented and voted for by shareholders who are not associated, even indirectly, with the shareholders who have presented or voted for the list which was first due to number of votes;

c) the second Deputy member will be the candidate for the related office indicated in first place, among the Deputy Auditors, on the same minority list indicated in the previous point.

In the event equal votes are cast for the lists presented and voted for by shareholders who are not associated, even indirectly, with the shareholders who have presented or voted for the list which was first due to number of votes, the candidate on the list which has been presented by shareholders in possession of the greatest shareholding or, subordinately, by the greatest number of shareholders, will be elected.

The Chairmanship of the Board of Statutory Auditors goes to the candidate for the office of Statutory Auditor indicated in first place on the list which will have obtained the greatest number of votes after the first, among the lists presented and voted for by shareholders who are not associated, even indirectly, with the shareholders who have presented or voted for the list which was first due to number of votes.

If just one list is presented, the first three candidates in progressive order will be elected as Statutory Auditors by majority and the fourth and fifth candidates will be elected as Deputy Auditors; the Chairmanship of the Board of Statutory Auditors will go to the first candidate.

In the event of early termination of the office of a Statutory Auditor, he will be replaced by the Deputy Auditor elected from among the candidates belonging to the same list as the Auditor no longer in office.

The Shareholders' Meeting takes steps to appoint the Statutory and Deputy Auditors necessary for supplementing the Board of Statutory Auditors following early termination of the office as follows:

a) if steps have to be taken to replace the Auditors elected on the majority list, the appointment occurs by means of majority vote, choosing from among the candidates indicated on the list to which the Auditors to be replaced belonged, candidates who at least ten days before the dated fixed for the Shareholders' Meeting in first calling have confirmed their candidature, together with the declarations relating to the relative inexistence of causes of ineligibility or incompatibility, as well as the existence of the requisites of respectability and professionalism prescribed for the office by applicable legislation and the Articles of Association;

b) if by contrast it is necessary to replace the Statutory Auditor appointed by the minority, the Shareholders' Meeting will replace him by means of majority vote, choosing from among the candidates indicated on the list to which the Auditor to be replaced belonged, a candidate who at least ten days before the dated fixed for the Shareholders' Meeting in first calling has confirmed his candidature, together with the declarations relating to the relative inexistence of causes of ineligibility or incompatibility, as well as the existence of the requisites of respectability and professionalism prescribed for the office by applicable legislation and the Articles of Association.

The new Auditors appointed will fall from office together with those already appointed.

The outgoing Auditors can be re-appointed.

The Company approves transactions with related parties in accordance with the provisions of the law and regulations, as well as to its statutory provisions and to the procedures adopted for the Company.
The procedures adopted by the Company in respect of transactions with related parties may provide that the Board of Directors approving the transactions of greater importance, despite the contrary opinion of the independent directors, provided that the completion of these transactions is authorised under art. 2364, paragraph 1, number 5) of the Civil Code, by the Shareholders' meeting.
In the case referred to in the preceding paragraph, and in the hypothesis that a proposed resolution to be submitted to the Shareholders' meeting in relation to a much important operation is approved when there is a contrary view of the independent directors, the Shareholders' meeting issue a resolution with the majority provided by law, provided that, if not related Shareholders present at the meeting represent at least 10% of the share capital with voting rights, the majority of the above law are reached by vote of the majority of not related Shareholders voting in the meeting.
The internal procedures adopted by the Company in respect of related parties transactions may include exclusion from the scope of their emergency operations, even of the Shareholders' meeting competence, to the extent permitted by relevant laws and regulations.

With regard to the winding up of the Company and the division of the corporate assets, the provisions of the law will be observed; the winding-up will be entrusted to one or more liquidators appointed by the Shareholders' Meeting.

If the Company has negotiated any mortgage loans, it cannot be wound-up until these have been paid off.