DENOMINATION - OBJECTIVE- PRINCIPAL OFFICE - DURATION

Section I – COSTITUTION OF THE COMPANY

Article 1: DENOMINATION

A limited responsibility syndicated company is formed with the name of a "CONSORZIO VILLA GUALINO - s.c. a r.l.". (VILLA GUALINO CONSORTIUM - s.c. a r.l.".)

The name may be written in capital or small letters, with or without punctuation.

Article 2: PRINCIPAL OFFICE

The company has its principal office in the City of Turin.

The administrative organ may institute, transfer or suppress in Italy and abroad branches, sub-offices, agencies or local units whatever they are called.  The decision on the institution, transfer and suppression of secondary main offices is reserved for members.

 Article 3: OBJECTIVE

The company, according to the legal dispositions and limitations, conducts the organisation, commonly instituted, in conformity with article 2602 of the Civil Code (Codice Civile), of companies that are empowered to become part of the consortium, for the granting in licence from the Piedmont Region of the initiative aimed at the implementation and management of the tourist-reception structure known as "Villa Gualino" in Turin, viale Settimio Severo n. 63, benefiting from the urgent and extraordinary  measures in D.L. 4 November  1988 n. 465, converted, with  modifications, in Law 30  of December 1988 n. 556, in conformity with what is defined by Decree 31  of December 1988 by the Ministry of Tourism and Entertainment (Ministero del Turismo e dello Spettacolo)  and following the provision and obtainment of financing, according to the disposition of article 5/7 of  D.M. 31 December 1988, guaranteeing the whole implementation of the project and its subsequent management for the minimum length of 10 (ten) years in respect of the requirements indicated and the requirements of the above-mentioned legal standards.

The company may also, by way of example and in order to reach its objective, always on behalf of and in the exclusive interests of members: appoint staff, acquire and sell machines, tools, systems and materials, equipment and real estate, define tenders and contracts for the provision of services, administer to the public food and drink, that is to carry out whatever type of commercial, financial and banking operation, including the release of guaranties and guarantees, establishing the necessary relationships with third parties and Government Departments.  All of this must respect  legal requirements and with the exclusion of intermediation activities and those reserved for those enrolled on professional boards.

Article 4: DURATION

The duration of the firm is fixed until 31 (thirty-first) of December 2050 (two thousand and fifty), except for prorogue and early dissolution.

Article 5: MEMBERS' DOMICILE

The members' domicile for all dealings with the company and for all practical purposes is the one written on the membership list.

In the company deed or at the moment of the request for enrolment on the membership list, the member must indicate his or her domicile and it is the member's duty to communicate any possible variations.

The member may also communicate fax and or E-mail numbers to which all communications required by the current statute can be sent.

Should this not happen, all the necessary communications required by the current statute should be carried out by sending the member a recorded delivery letter (or an equivalent system) to the address on the membership list. 

Section II – COMPANY CAPITAL AND PARTICIPATION QUOTA

 Article 6: CAPITAL

The company capital is 989.400,00 Euro (nine hundred and eighty-nine thousand, four hundred) and it can be increased or diminished according to legal requirements.

The company moreover may receive financing with the obligation to re-pay by members within the limits and according to the legal requirements and regulations in force, with special reference to those which regulate the collection of savings from the public.

Article 7: QUOTA - THE RIGHT TO VOTE

Every member has the right to one vote for every Euro which makes up his or her quota.  Being a member constitutes in itself adhesion to the company deed and to the current Statute.

Section III - ASSEMBLY

 Article 8: CONVOCATION AND DUTIES OF THE ASSEMBLY

The decisions of members must be adopted by means of assembly deliberations. Members gathered in assembly decide on matters reserved exclusively for them by law, by the current statute as well as arguments that one or more administrators or many members who represent at least one third of the company capital submit for their approval.

Arguments indicated in article 2479 Civil Code (Codice Civile) are also reserved for the assembly of members.

The assembly is convened by the administrative organ, also outside of the principal office, provided that it is in Italy, with notification sent eight days before the gathering or by telegram, telex, fax, e-mail or any other suitable means in order to guarantee proof of receipt at the domicile registered on the membership list.  In case of emergency the assembly may be convened by the method aforementioned  with advance notification of at least 3 (three) days before the meeting.

In the notice of convocation a date before the second convocation may be arranged, in case the planned meeting in first convocation is not legally constituted.

The assembly is validly constituted, however, even in the absence of convocation if the necessary legal requirements are satisfied. 

However, in such a case, each of the participants may oppose the discussion (and the subsequent voting) of arguments on which they consider themselves insufficiently informed.

The Assembly must be convened at least once a year, before the end of one hundred and twenty days from the close of business.

The Assembly, on the proposal of the administrative organ, may deliberate the approval of an internal regulation of the company, which has the task of disciplining the relation between members inside the company, also with reference to the acquisition of contracts for work.

Article 9: VALIDITY OF THE ASSEMBLY DECISIONS

The Assembly decisions are valid with the attendance and majorities required by law. At its second convocation the assembly deliberates with the same majorities necessary for the first convocation, except diverse majorities which are mandatory by law.

The member who is in arrears cannot take part in members' decisions.

Members may be represented in the assembly by another person, even if not a member, by means of a written authority which must be kept by the company.

The Assembly can, moreover, carry out activities which take place in more than one place, contiguous or distant, connected by audio/video, on condition that the collegiate method and principles of good faith and equal treatment of members. In particular it is necessary that:

– it is permitted to the  President of the Assembly, also through the office of Presidency, to establish the identity and the legitimisation of those who intervene, regulate the performance of the meeting and to confirm the results of the voting;

– the person who speaks is permitted to adequately see the events of the assembly which he or she is addressing;

– those who intervene are permitted to participate in the discussions and  simultaneous  voting on the matters on the agenda;

– in the notice of convocation (except if it is a full Assembly) the audio/video connections which the Company has responsibility for are indicated, in which participants could meet as if the meeting had taken place in the presence of the President and speaker.

– Should the connection not be technically possible at the time arranged for the beginning of the Assembly, the assembly will not be valid and must be rearranged for another date.

In the case in which in the course of the Assembly, the connection is suspended for technical reasons, the meeting will be declared suspended by the President of the Assembly and the deliberations adopted until the moment of suspension will be considered valid.

In all the places connected by audio/video where the meeting is held the attendance sheet must be available and this will be conserved in the company deeds.

 Article 10: PRESIDENCY OF THE ASSEMBLY

The assembly is presided over by the President of the Council of Administration or, in the case of his or her absence or impediment by the person elected by the Assembly.

The Assembly nominates a secretary, even if not a member. 

The deliberations of the Assembly are recorded in minutes signed by the President and the secretary.

In legal cases or when it is retained necessary by the President of the assembly a notary prepares the minutes.

Section IV – ADMINISTRATION

 Article 11: ADMINISTRATIVE ORGAN

The company is administered by a Council of Administration composed of a minimum of five and a maximum of seven members, elected by the assembly.  The administrators can also be non-members and remain in office three terms, expiring on the date of the assembly convened for the approval of the budget relating to the last term of their period in office. The administrators can be re-elected.

If in the course of the period of office one or more administrators are lost the others will seek to substitute them; the administrators so nominated remain in office until the next assembly.

If because of resignation or any other reason the majority of Councillors of the whole Council of Administration is lost it remains in force until the next resignation assembly and must be completely renewed.

Article 12: COMPANY APPOINTMENTS

The Council, if not done by the assembly, will elect from within itself a President and, possibly, a Vice President, and it may also nominate one or more Chief Executive Officers and a secretary who is not an administrator.

Article 13: POWERS

The Council of Administration, in the context of its company objective, has the widest powers to manage the company, except for those which are reserved by mandatory law, from the current statute of the assembly of members.  The Council of Administration may, within the limits of the law, delegate part of its own functions to one or more of its components, also in a disjointed manner, determining the limits of the delegation. It may, moreover, nominate general directors and or operators, determining the relative powers.

The Council of Administration, and on its behalf, the President of the council, the Vice President and the Executive Officers, may nominate special procurators who will represent them and substitute for them for specific business activities conferring on them the necessary powers and signature within the limits of the required powers.  The same people can also revoke the special procurators.

Article 14: REPRESENTATION

The President of the Council of Administration or his or her substitute represents the company with the right of signature for the execution of all the deliberations of the Council, anytime it is not deliberated differently.

The President, moreover, or whoever substitutes for him or her, represents the firm in court with the faculty of promoting actions and judicial and administrative instances, for all types of jurisdiction and also for courts of revocation and appeal and to nominate the necessary lawyers and procurators.

Whenever a Chief Executive Officer is nominated this means that he or she is empowered to represent the company.

Article 15: EXPENSE PAYMENTS

Members of the Council are entitled to payment of expenses sustained by reason of their office. The Assembly determines the expense payments of the administrators.

The Assembly may also determine the total amount of the expenses for the administrators charged with particular tasks.

The Assembly may, additionally, deal with the allocation of a payment for the ending of a collaborative relationship on behalf of the Administrative Organ; such payment will be determined year by year in the form of laws

Article 16: MEETINGS OF THE COUNCIL OF ADMINISTRATION

The Council of Administration meets whenever it is considered opportune or necessary by the President or when the President is requested by at least an Administrator or by the Board of Auditors, where nominated. 

The Council of Administration must be convened, in Italy, by means of recorded delivery letters, telegrams, telex or electronic post to be sent by the President or Vice President or by an Executive Officer, at least five days before the meeting except in cases of urgency. In the absence of these formalities, the Council is regularly constituted and empowered to deliberate when all the Administrators and members of the Board of Audit, where nominated, have intervened.

The Council of Administration is presided over by the President and, in the case of his absence by the Vice President or, in their absence, by one of the Chief Executive Officers, or by the most senior in age of the Administrators.

The presence of the majority of the administrators in office is necessary for the validity of the deliberations of the Council of Administration.

Decisions are made by an absolute majority of the votes of those present.

SECTION V – BOARD OF AUDIT AND ACCOUNTANCY CHECK

Article 17: BOARD OF AUDIT

The assembly will decide on the nomination of the Board of Audit and its President, in cases in which the nomination is legally obligatory or when it is considered opportune.

In such cases the Board of Audit, which has also accountancy checking functions, is composed of three effective members and two supplementary members.

The Board of Audit invigilates over the observance of the law and of the statute and in respect of principles of correct administration and it may:

- carry out inspection and checking activities;

- ask  information from the administrators about the progress of the company's management and on specific areas of business;

- put possible arguments to members for decision, when it is considered necessary.

It will be the responsibility of each Board of Audit member at the moment of nomination to communicate to the company all necessary telex and or electronic post numbers to which all communications can be sent.

If this does not happen, communications must be sent by means of recorded delivery letters, also by hand, (or with an equivalent system) and, in case of emergencies, by telegram.

The Board of Audit is validly constituted and is empowered to deliberate whenever, also in the absence of the aforementioned formalities,  all members of the same Board of Audit are present.

The meetings of the Board of Audit may take place also in different places, contiguous or distant, connected by audio/video, on condition that the collegiate method and principles of good faith and equal treatment of those who intervene are respected.

In that case it is necessary that:

- the president is allowed to establish unequivocally the identity and the legitimacy of those who intervene, to regulate the performance of the meeting, verify and announce the results of voting;

- the participants are allowed to exchange documentation, take part in real time in the discussion and in the simultaneous voting on the arguments on the agenda;

- the notice of convocation indicates the places which are audio/video connected by the company, in which participants can meet, considering the meeting as held in the place where the president is.

Section VI – BUDGET AND EARNINGS

Article 18: BUSINESS ACTIVITIES

Business activities close on the thirty-first of December of each year.

Article 19: APPORTIONMENTOF EARNINGS

The earnings which may have been made from the management are placed in special reserve except for a different determination  by the assembly.

The possibility of distribution of the earnings to members remains excluded in all cases.

Section VII – DISSOLUTION AND LIQUIDATION

Article 20: LIQUIDATION

The liquidation of the company takes place in conformity with, and according to, legal requirements.

The Assembly that deliberates dissolution nominates one or more liquidators, and determines their powers and deliberates also the natural assignment to members of possible residual activities arising from the liquidation.

Section VIII - FINAL RULES

Article 21: COMPROMISE CLAUSE

All controversies arising from the current Statute, including those relating to its validity, interpretation, execution and resolution, which may arise between members or between the company and its members, even if promoted by administrators, Audit Board members (if present) or liquidators or in dealing with them, will be resolved by an arbitrator nominated, within fifteen days from the presentation of the written application by contenders or by one of them, by the President of the Order of Chartered Accountants of Turin. (Ordine dei Dottori Commercialisti di Torino). 

The arbitrator will decide according to equity within ninety days.

This applies to everything except those controversies for which judicial arbitration is not permitted and whose competence is not reserved for Judicial Authority.

Article 22: GENERAL DISPOSITONS

In so far as they are not covered by existing statutory requirements those corporate laws with limited responsibility and of consortiums are valid.