Board of Statutory Auditors

The Company bylaws provide that the Board of Statutory Auditors consists of three Standing Auditors and three Alternate Auditors. In order to allow minority shareholders to elect one Standing Auditor and one Alternate, the Company bylaws specify that they are appointed using the so-called slate system, meaning that one Standing Auditor and one Alternate Auditor are elected from the slate that obtains the second highest number of votes (the so-called the minority slate). The remaining members of the Board (i.e. two Standing Auditors and the other Alternate Auditor) are elected from the slate that obtains the highest number of votes (the majority slate).

The Standing Auditor at the top of the minority slate, if presented, is entitled to Chair the Board of Statutory Auditors.

Pursuant to the Company bylaws, shareholders who, alone or together with others, hold at least 1% of the share capital entitled to vote at the ordinary shareholders' meeting that is, the lowest percentage required by CONSOB may present slates.

Outgoing Auditors may be re-elected.

Last Revised: 14 May 2015