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«ARTICLES OF ASSOCIATION Art. 1 A joint stock company has been founded under the name CARRARO S.P.A. Art. 2 The Company’s purpose is: a) The ...»

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Art. 1

A joint stock company has been founded under the name "CARRARO S.P.A.".

Art. 2

The Company’s purpose is:

a) The production, sale and design of axles, gears and mechanical components in general for tractors, earth

moving machines, elevator trucks, cars, lorries, buses and special vehicles, and the production of tractors;

b) the acquisition of interests in other companies or entities;

the financing and technical-financial coordination of the companies and entities of which it holds interests.

The company may also buy, sell, exchange, construct internally or pursuant to contract real estate assets, both rural and urban, both civil and industrial, and rent and manage such assets;

c) the assumption of agencies, for the same as, similar to or connected in any way with the activities specified in point a); the sale of spare parts;

d) the Company may also grant endorsements and sureties of any kind and nature, for any amount and period of time, with or without tangible guarantees, in favour of third parties, entities or companies; this faculty may be exercised by the Board of Directors pursuant to art. 28 of the Articles of Association;

d) stipulate and perform, also via the stipulation of non-typical contracts, any other financial operation that may interest the Company or which falls within or is connected, also indirectly, to its own corporate purpose or that of the company in which it holds an interest.

Art. 3 The company’s head office is in Campodarsego (PD).

The Board of Directors may establish or suppress secondary seats and branches in other localities both in Italy and abroad, and also transfer the head office provided it remains within Italy.

Art. 4 The duration of the company is established as until 31st (thirty-first) December 2050 (two thousand and fifty) and may be extended by Shareholders’ Meeting resolution.

Art. 5 The Share Capital is established as Euro 23,914,696 (twenty-three million nine hundred and fourteen thousand six hundred and ninety-six) fully paid up, divided into 45,989,800 (forty-five million nine hundred and eightynine thousand eight hundred) ordinary shares with a par value of Euro 0.52 (zero point five two) each.

The Company has the faculty of issuing other categories of shares and financial instruments, including preference shares, savings shares, warrants, and bonds, also convertible into shares or cum warrants. The issue of shares may also take place by the conversion of other categories of shares.

The capital may also be increased by the issue of shares with rights different from those of the ordinary shares, within the limits allowed by law.

In the case of a capital increase on payment, the option right may be excluded within the limit of 10% of the pre-existing share capital providing the issue price corresponds to the market value of the shares and that this is confirmed in a special report issued by the firm mandated to audit the accounts.

The Company may proceed to buy its own shares in compliance with the provisions of art. 2357 of the Civil Code.

–  –  –

The general Shareholders’ Meeting shall be called by the Board of Directors, except in the cases for which law or the Articles of Association rule otherwise.

The ordinary Shareholders’ Meeting must be called at least once a year, within 120 days from the closure of the financial period, or within 180 days from the closure of the financial period, pursuant to and by effect of art.

2364 of the civil code, if the Company is held to draft a consolidated financial statement or when particular needs relative to the Company’s structure or purpose so require.

–  –  –

The Shareholders’ Meeting must be called immediately when requested by a number of shareholders representing at least one twentieth of the share capital. The relative request must be sent to the Chairman of the Board of Directors my registered letter with indication of the matters to be discussed, accompanied by suitable documentation testifying to the individual shareholdings on the date of the despatch of the registered letter.

Convocation on the request of shareholders is not allowed for subjects on which the Shareholders’ Meeting passes resolution, pursuant to law, on proposal of the directors or on the basis of a project or report drawn up by the latter.

–  –  –

The Shareholders’ Meeting is convoked within the terms and according to the modalities contemplated by the legal provisions in force.

The convocation notice must be published within the terms of law in the Official Journal of the Italian Republic or in at least one of the following daily newspapers: “Il Sole 24 Ore”, “Il Corriere della Sera”, “La Repubblica” or “MF - Milano Finanza”.

The notice must indicate the time, the day, the month, the year and the place of the Meeting, the list of matters to be discussed and the additional information requested by the laws in force.

The shareholders, also jointly, representing at least one fortieth of the share capital can request, within ten days of the publication of the Shareholders’ Meeting convocation notice (or within five days in the cases contemplated by law), additions to the list of matters to be discussed, indicating in the request the additional arguments proposed. Notice of such additions shall be given, in the same forms as those prescribed for the publication of the convocation notice, at least fifteen days (or at least seven days in the cases contemplated by law) before the day fixed for the meeting. The addition of subjects to be discussed is not allowed for subjects on which the Shareholders’ Meeting passes resolution, pursuant to law, on proposal of the directors or on the basis of a project or report drawn up by the latter, other than those referred to in art. 125-ter, paragraph 1, of Lgs.

Decree n. 58 of 24.2.1998.

The extraordinary Shareholders’ Meeting may be called on third convocation pursuant to law.

–  –  –

In the absence of the formalities indicated in art. 9 of these Articles of Association, the Shareholders’ Meeting shall be deemed validly constituted when the entire share capital is represented and when it is attended by the majority of the members of the Board of Directors and of the Board of Auditors; in such a case, notification of the resolutions passed must be immediately communicated to the members of the Board of Directors and of the Board of Auditors who are not present.

However, in such a case each of the participants may oppose the discussion of any subject on which he/she maintains that he/she has not been sufficiently informed.

–  –  –

The second or third convocation of the Shareholders’ Meeting must be at least 24 hours after the first or second convocation respectively when the said convocation has been indicated in the same Shareholders’ Meeting notice of first or second convocation.

If the day for the second or third convocation is not indicated in the aforesaid notice, the Meeting must be convoked again within third days from the first or second convocation and the term established for publication of the notice is reduced to ten days, providing the list of matters to be discussed is not modified.

–  –  –

The right to take the floor at the Meeting is held by hose with voting rights and for whom the Company has received a communication transmitted from the intermediary on the basis of the relative evidence at the end of

–  –  –

Those with voting rights can be represented by third parties, also not shareholders, by written power of proxy, always with respect for the applicable provisions of law.

–  –  –

The chair of the Meeting is held by the Chairman of the Board of Directors or, in his/her absence or impediment, by another director appointed by the Shareholders’ Meeting itself.

–  –  –

The right to take the floor at the Meetings and the regularity of the powers of proxy are verified and declared by the Chairman of the Meeting, who ascertains the identity and entitlements of those present, checks the regularity of the constitution of the Meeting, regulates the proceedings of the same, and pronounces the results of the voting; the results of such verifications and pronouncements must be reported in the minutes.

–  –  –

The Chairman of the Meeting is assisted in his/her duties by a secretary, who need not necessarily be a shareholder, chosen from those present. For extraordinary Shareholders’ Meetings, the minutes must be drawn up by a Notary Public, in which case the assistance of the secretary is not necessary.

–  –  –

The constitution of the ordinary Shareholders’ Meeting is valid if it is attended in person or by proxy by a number of subjects with voting rights which represent at least half of the share capital, excluding from the count the shares without voting rights at the Shareholders’ Meeting. The constitution of the ordinary Shareholders’ Meeting on second convocation is valid regardless of the share capital present.

–  –  –

The constitution of the extraordinary Shareholders’ Meeting, on first convocation, is valid with the presence of a number of subjects with voting rights representing more than half the share capital, and on second convocation with the presence of a number of subjects with voting rights representing more than one third of the share capital, and on third convocation with the presence of a number of subjects with voting rights representing more than one fifth of the share capital, excluding from the count the shares without voting rights at the Shareholders’ Meeting.

The extraordinary Shareholders’ Meeting on first, second and third convocation passes resolutions with the favourable vote of the subjects representing at least two thirds of the capital represented at the Meeting.

–  –  –

The minutes testifying to the ordinary Shareholders’ Meeting resolutions are signed by the Chairman and the Secretary of the Meeting and, if appointed, also by the scrutineers.

–  –  –

The administration of the Company is entrusted to a Board of Directors composed of from three to eleven members, who need not necessarily be shareholders, chosen and elected by the Shareholders’ Meeting.

The directors are appointed by the Shareholders’ Meeting on the basis of lists presented by the shareholders, on each of which there may be no more than eleven candidates, each associated with a progressive number.

Each candidate may be present on only one list, on penalty of ineligibility.

If several lists are presented, they must not be connected in any way, even indirectly, with each other.

Therefore, no shareholder can present or contribute towards presenting, even indirectly by proxy or trustee, more than one list. In the case of the breach of these rules, no account shall be taken of the vote of the shareholder in respect of any of the lists presented.

The right to present the lists is held only by shareholders who alone or jointly with other shareholders represent at least 2.5% (two point five percent) of the share capital underwritten at the moment of the presentation of the list, or a diverse percentage requested by CONSOB (the Italian Securities and Investments Board) regulation, which shall be indicated in the convocation notice of the Shareholders’ Meeting called to decide on the appointment of the Board of Directors. The minimum quota of shares required for participation in the presentation of the lists is determined with reference to the shares registered in the name of the shareholder on the day on which the lists are deposited with the Company. The relative certification may be produced after the deposit providing it is produced within the term contemplated for the publication of the lists on the part of the Company.

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