Articles of Association

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Section I - ORIGINS - HEADQUARTERS - PURPOSE - NET WORTH

ARTICLE 1

1. The Compagnia di San Paolo, also referred to in these articles of association as "Compagnia", is a juridical person under the terms of law no. 461 of December 23 1998 and legislative decree no. 153 of May 17 1999, having capacities under private law. It shall be endowed with its own articles of association and autonomy of management.

2. The Compagnia di San Paolo, founded in Turin in the year 1563, shall conduct its institutional activity, as governed by law and these articles of association, having effected the restructuring operations under the terms of law no. 218 of July 30 1990 and of legislative decree no. 356 of November 20 1990.

ARTICLE 2

1. The headquarters of the Compagnia are in Turin (Italy), Corso Vittorio Emanuele II, No. 75.

ARTICLE 3

1. The Compagnia shall pursue goals of social good, to foster civil, cultural and economic development, by operating in particular in the following sectors: scientific, economic and juridical research; education; art; conservation and enhancement of cultural heritage and activities and of heritage sites; health; assistance to the socially deprived categories. Such sectors are defined collectively in these articles of association as the Compagnia's priority sectors of activity.

2. The Compagnia's activity shall be conducted according to programming criteria based on the annual and multi-year planning documents envisaged in article 11.2, lett.d). The multi-annual planning document shall establish, for the term of office of the Consiglio Generale, the strategies, the priorities and the objectives to pursue, as well as the programmes and the instruments of intervention.

3. The procedures and criteria of pursuing the purposes set out in these articles of association shall be governed by appropriate internal regulations.

4. The planning documents shall be prepared according to the procedures, also after taking advice, set out in the regulations mentioned in the previous paragraph, which furthermore shall establish the forms of publicising the adopted planning guidelines and the activities performed.

ARTICLE 4

1. The Compagnia may operate, in Italy and abroad, in the ways and with the instruments which will be deemed, on a time by time basis, suitable for the achievement of the purposes set out in these articles of association. In particular it may:

a) operate directly using separate accounting systems, operating enterprises, which shall be understood as those operating exclusively for the direct achievement of the purposes set out by these articles of association and pursued in the Compagnia's priority sectors of activity;

b) have shareholdings, including controlling interests in bodies or companies which have as their exclusive scope the management of instrumental enterprises;

c) promote the setting up of private legal entities under article 12 of the Italian Civil Code, in order to pursue the specific objectives of its sectors of activities;

d) perform in any case all financial, commercial, real estate and movable transactions which are necessary or simply opportune for the pursuance of the purposes set out in these articles of association, within the limits of the law and the articles themselves.

2. The Compagnia may not undertake any credit activities, nor possess controlling interests in the capital of enterprises or bodies other than those indicated in the previous paragraph. Likewise any form of financing, disbursement, grant, whether direct or indirect, shall be excluded to for-profit bodies or in favour of enterprises of any kind, with the exception of instrumental enterprises and social co-operatives pursuant to law no. 381 of November 8 1991, and successive amendments.

3. The Compagnia may not contract debts for a total sum exceeding 20% of its own assets.

ARTICLE 5

1. The Compagnia's assets shall consist of the endowment and provisions for reserves of any nature.

2. The assets shall be generally increased through provisions for the mandatory reserve, to the extent established by the Supervisory Authority, as well as through donations of any kind that have been received and have been explicitly destined to increase the assets. Furthermore the assets may be increased by appreciation deriving from its shareholding in the conferred banking company pursuant to article 9, paragraph 4, of legislative decree no. 153 of May 17 1999. Other reserve funds may be set up and increased by a resolution of the Consiglio Generale in accordance with the criteria established in the internal regulations, with authorisation from the Supervisory Authority.

3. The assets shall be totally tied up in the pursuance of purposes set out by these articles of association. In administering it, the Compagnia shall observe prudent risk criteria, in order to maintain their value and to obtain an adequate return.

4. The management of the assets may be entrusted to qualified intermediaries, under the terms of legislative decree no. 58 of February 24 1998, on the basis of criteria of choice responding to the exclusive interest of the Compagnia. The Consiglio Generale shall establish with one or more regulatory acts the procedures and criteria for managing the assets, by providing for the separation, including accounting, of the latter from other Compagnia activities. In this way, in particular, the criteria for the administration of the shareholding in the conferred banking company, as defined by article 1, paragraph 1, lett. f), of legislative decree no. 153 of May 17 1999 shall be established. The management of the latter shareholding, including the exercise of corporate rights, shall be the competence of the Management Committee.

5. The income, as defined by article 8 of legislative decree no. 153 of May 17 1999, shall be destined pursuant to the provisions contained therein, further observing what is established by article 15, paragraph 1, of law no. 266 of August 11 1991 and the relevant implementation instructions.

6. The Compagnia may use any donations not specifically destined to its net worth for its own purposes.