Prospectus - Notowania

21.2. Memorandum and Articles of Association
The Company was established in Genoa under a private agreement on April 28, 1870.
21.2.1. Description of the Company purpose and scope
As per Section 4 of the Articles of Association, the Company’s purpose is:
“the collection of savings and the granting of credit in its various forms in Italy and
abroad, operating under the governing laws and customs. This may include all
transactions and banking and financial services allowed under the applicable
regulations. In order to fulfil its purpose, the Company may carry out any activities
instrumental, or in any way connected to, said purpose. The Company may issue
bonds and assume equity investments in Italy and abroad, in compliance with
applicable regulations”.
21.2.2. Summary of the provisions of the Company’s Articles of Association regarding
members of administrative, management and control bodies
The following is a description of the provisions in the Articles of Association
regarding members of the Board of Directors, the Board of Statutory Auditors and
Senior Management of the Issuer. For further information, please refer to the Articles
of Association and applicable legislation.
Board of Directors
Pursuant to Section 20 of the Articles, the Issuer’s Board of Directors shall be
composed of a minimum of nine and a maximum of twenty-four members.
The members of the Board of Directors shall possess the requisite professionalism and
respectability as provided by applicable laws and regulations. Furthermore, at least
three of the directors must meet the independence requirements established for
directors in Article 148, paragraph 3 of the TUF, and at least five directors must meet
the additional independence requirements included in the self-imposed code of
conduct. The independence requirements established in Article 148, paragraph 3 of the
TUF and those of the self-imposed code of conduct may be satisfied in one person.
Appointment procedure
Pursuant to Section 20 of the Articles of Association, the directors shall be appointed
by the Shareholders’ Meeting based on lists presented to shareholders in which the
candidates must be listed by progressive numbering.
The lists submitted by shareholders shall be presented at the registered office and
published in at least two national newspapers, one of which a financial newspaper, at
least fifteen days prior to the date of the first call for the Shareholders’ Meeting, under
penalty of annulment. Each shareholder may submit or agree to the submission of a
single list just as each candidate shall register him/herself on a single list, under
penalty of ineligibility.
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