Articles of association - Section I

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ORIGIN – PREMISES – PURPOSES – ASSETS

ARTICLE 1

1. The Compagnia di San Paolo, founded in Turin in 1563 (in these Articles, also the “Compagnia”), is a foundation ruled by the Law 23 December 1998, nr. 461 and by the Legislative Decree 17 May 1999, nr. 153 and their subsequent modifications and integrations. It has full private law capacity and is endowed with the freedom to establish its own articles of association and to manage itself.

ARTICLE 2

1. The Compagnia has premises in Turin, Italy.

ARTICLE 3 

1. The Compagnia pursues purposes having a social usefulness, with the goal of favoring civic, cultural, and economic development by operating in the admitted sectors provided for by art. 1, paragraph 1, letter c-bis), of the legislative decree 17 May 1999, nr. 153. The priority sectors are chosen every three years, according to the law, among the admitted sectors, and this choice is widely publicized. In any case, the Compagnia will make this choice within the scope of the large theme areas in which its institutional activity is divided, such as research and education; arts, cultural heritage and activities; health-care; social policies.

2. The Compagnia’s activity is carried out according to planning criteria based on the annual and multi-year documents provided for by art. 11.3, lett. d). The multi-year planning document determines, for the period in which the “Consiglio Generale” is in charge, the strategies, priorities, and goals to be pursued, and any programs and means of intervention.

3. The methods and criteria used in pursuing the purposes herein are ruled by the regulations governing institutional activities. Said regulations also provide for the forms through which the adopted programs and the interventions carried out must be publicized.

ARTICLE 4

1. The Compagnia can operate in Italy, the European Union, and in other foreign countries, with the methods and tools that, from time to time, will be considered to be suitable for the attainment of the purposes herein. Specifically, it can:

a) directly manage, with separate bookkeeping, instrumental companies, that is, companies that exclusively operate for the direct fulfillment of the purposes herein, pursued in the priority sectors;

b) hold interest, including controlling interest, in institutions or companies, whose exclusive purpose is the management of instrumental companies;

c) promote the establishment of private entities in order to fulfill the need to specialize the goals of the individual intervention sectors;

d) carry out any financial and trade operations, as well as any operations concerning real estate and movables, that may be necessary or simply expedient for the attainment of the purposes herein, within the limits of the law and of these Articles.

2. The Compagnia cannot carry out credit operations, nor hold a controlling interest in the capital of companies or entities that differ from the ones indicated in the above paragraph. Also excluded is any form of financing, out-payment, or direct or indirect funding of entities that work for profit or of companies of any nature, with the following exceptions: the instrumental companies; cooperatives working in the sectors of show-business, information, and leisure time; the social work companies provided for in the legislative decree 24 March 2006, nr. 155; and the social work cooperatives referred to in the law 8 November 1991, nr. 381 and its subsequent modifications.

3. The Compagnia cannot make debts for a higher amount than 20% of its assets.

ARTICLE 5 

1. The Compagnia’s assets consist of the starting capital and any reserve funds.

2. The assets essentially grow thanks to the provisions for the legal reserve, according to the amount set by the Supervisory Authority, and thanks to the donations received for any reasons and explicitly intended to increase the assets. The assets can also grow due to the capital gains relevant to the shareholding in the recipient banking institution according to art. 9, paragraph 4, of the legislative decree 17 May 1999, nr. 153 and its subsequent modifications and integrations. Other reserve funds can be created and increased through resolutions by the “Consiglio Generale”, according to criteria provided for in the internal rules and regulations, with authorization by the Supervisory Authority.

3. The assets are totally tied-up to the pursuit of the purposes herein. In administering these assets, the Compagnia observes the principles of prudence with respect to risks, so as to maintain the value of the assets and obtain an adequate earnings capacity.

4. The management of the assets can be entrusted to agents that meet the qualification requirements of the legislative decree 24 February 1998, nr. 58 and its subsequent modifications and integrations, and who are chosen according to criteria that refer to the exclusive interest of the Compagnia. The “Consiglio Generale” establishes, through regulatory deeds, the methods and criteria for managing the assets, providing for the separate bookkeeping of said management with respect to the other activities carried out by the Compagnia. Specifically, the criteria for the administration of the shareholding in the recipient banking institution are established in this way, as provided for by art. 1, paragraph 1, letter f) of the legislative decree 17 May 1999, nr. 153 and its subsequent modifications and integrations. The management of this shareholding, including the exercise of corporate rights, falls within the authority of the Management Committee, subject to the policy-making function of the “Consiglio Generale”, as ruled in art. 11 below.

5. The income, as defined by art. 8 of the legislative decree 17 May 1999, nr. 153, is allocated according to the provisions of said decree, also with due observance for the provisions of art. 15, paragraph 1, of the law 11 August 1991, nr. 266 and the relevant implementation rules.

6. In order to reach its purposes, the Compagnia can use any donations that are not specifically allocated to the assets.