Statute of the DIG421 Foundation

We certify that on 02/12/2021 the Digital Innovation Gate for XXI Century Foundation was registered under no. 1523 of the Regional Register of Legal Persons of the Piedmont Region following the DD. N. 1950 / A1419A / 2021 of 01/12/2021.

TITLE I.

NAME, REGISTERED OFFICE, DURATION, PURPOSE, NATURE AND DISCIPLINE

ARTICLE 1 - NAME

A Participation Foundation is established called "FONDAZIONE DIGITAL INNOVATION GATE FOR XXI CENTURY", in short "FONDAZIONE DIG421". The Foundation, with registration in the Single National Register of the Third Sector [RUNTS], will take on the name "DIGITAL INNOVATION GATE FOUNDATION FOR XXI CENTURY ETS" in short "DIG421 ETS FOUNDATION" There are no graphic representation restrictions in the use of the name. , within the organizational model governed by Legislative Decree 3 July 2017, n. 117 containing the Third Sector Code [CTS] and the Civil Code.

ARTICLE 2 - REGISTERED OFFICE

The Foundation has its registered office in Cherasco (Cuneo), Frazione Roreto, via Savigliano 52. By resolution of the Board of Directors, offices and delegations may be set up in order to carry out promotional activities, as an accessory and instrumental to the Foundation's purposes, as well as the development and increase of the necessary network of national and international relations to support the Foundation itself. The change of address within the same Municipality does not entail a change in the statute and is resolved by the Board of Directors with the majorities referred to in Article 15 of In the following thirty days, the report relating to the transfer of address must be filed with the competent Authority pursuant to art. 48 of the CTS. The Board of Directors may also establish operational offices with its own resolution without this implying a change in the Articles of Association.

ARTICLE 3 - DURATION

The Foundation has an unlimited duration.

ARTICLE 4 - PURPOSES AND PURPOSES

The Foundation is not for profit and pursues exclusively civic, solidarity and social utility purposes through the establishment of a heritage aimed primarily at researching and improving technological and digital knowledge in the general interest, stimulating and enhancing the creative potential and culturally mainly in the territory of the Province of Cuneo and the Piedmont Region [hereinafter "territory"]. The Foundation aims to spread the culture of innovation by creating an environment marked by the circulation of skills, ideas and knowledge, also through collaboration with research institutes and universities. The Foundation operates in the segment of activities of general interest referred to in art. 5, paragraph 1, lett. d), h), i) and u) of the CTS and carries out the following specific activities: - activities aimed at encouraging and increasing professional training and research in the technological and digital field and the incubation of innovative ideas, - activities aimed at promote knowledge and dissemination of the use of cutting-edge technologies, - organization of seminars, in-depth meetings and informative and aggregating events and publication, also on the internet, of studies and essays in the field of technological and digital knowledge intended for community, - reconversion of professionalism no longer necessary / required into specific skills adequate to current market needs, creating opportunities for new jobs with particular reference to the territory, - disbursement of grants, scholarships and prizes in support of innovative projects falling within and with repercussions exclusively in the sectors of general interest indicated above one will be able to make available to members, participants and supporters structures and spaces intended for meeting and dialogue between them and for the exchange and contamination of ideas, favoring the emergence and development of innovative projects of particular relevance and impact for the territory and advantage for which they will be destined The superior activities will be exercised according to the paradigm of the ethics of the activity in correlation to social responsibility, the principles of which all adherents, participants and supporters must adhere to, adapting the economic sustainability of the initiatives to their social and environmental sustainability The Foundation may also carry out activities other than those of general interest pursuant to art. 6 of the CTS and, therefore, secondary and instrumental to those of general interest, according to the criteria and limits defined by the specific laws. The various activities are identified in detail by the Board of Directors of the Foundation with its own resolution. The Foundation can also carry out any other functional act for the pursuit of its purposes and in line with the applicable legal provisions. In order to achieve its aims and in an instrumental function, the Foundation may: a) stipulate any appropriate deed or contract, including for the financing of the approved operations, including, without excluding others, the assumption of loans and mortgages, to short, medium or long term, the lease, lease or purchase of properties, the stipulation of agreements with public or private entities; also by preparing and approving projects and consolidation works or extraordinary maintenance; c) stipulate conventions and contracts for the assignment of part of the activities to be managed; d) participate or contribute to the establishment of foundations, associations or other forms of association, public or private, having purposes and purposes similar, related, connected or complementary to their own; e) conclude contracts, agreements and collaboration agreements with public bodies, organizations associations and other legal entities in their sector of activity or connected or instrumental to it; f) carry out any other activity suitable or support the pursuit of institutional purposes. , the transparency of the choices and the reasons for the same, the efficient use of resources and the effectiveness of the interventions. The Foundation may, in any case, carry out the fundraising activity as defined by art. 7 of the CTS and in the other legal provisions that regulate it. In carrying out its activities, the Foundation may make use of volunteers pursuant to art. 17 of the CTS. The quality of volunteer is incompatible with any form of subordinate or self-employed employment relationship and with any other paid employment relationship with the Foundation through which it carries out its voluntary activity. In this case, the Foundation is obliged to keep a special register in which it will register the volunteers who carry out the activity on a non-occasional basis and will ensure all volunteers, pursuant to art. 18 of the CTS.

TITLE II

EQUITY AND MEANS

ARTICLE 5 - ASSETS

The assets of the Foundation, including any revenues, annuities, proceeds, revenues however denominated, are used to carry out the statutory activity for the exclusive pursuit of civic, solidarity and social utility purposes. ) endowment fund; b) management fund.

ARTICLE 6 - ENDOWMENT FUND

The endowment fund consists of: a) the sum of unavailable money of Euro 30,000 (thirty thousand); b) the donations and donations and donations and bequests that are expressly intended for the endowment fund; c) the unused annuities that , with a resolution of the Board of Directors, are expressly intended to increase the endowment fund, including through the establishment of reserve funds. as a consequence of losses, the Board of Directors and, in the event of its inaction, the supervisory body, if appointed, must without delay resolve the reconstitution of the minimum capital or the transformation, merger or dissolution of the entity.

ARTICLE 7 - MANAGEMENT FUND

The management fund is used for the institutional activities and those connected to it and for the functioning of the Foundation itself.The management fund constitutes: a) the annuities and proceeds deriving from the management of the assets; public and private contributions paid to the Foundation, unless they are expressly intended for the endowment fund; c) the operating surpluses of previous years; d) the proceeds, revenues, revenues possibly deriving from the entire activities and) the funds received through fundraising, pursuant to art. 7 of the CTS, and through public fundraising carried out occasionally even with the offer of goods of modest value or services to the donors, in conjunction with celebrations, anniversaries or awareness campaigns; f) any other income compatible with the social purposes and within the limits The Board of Directors has the right not to accept donations or bequests if the nature of the assets and / or the current or forecast financial conditions of the Foundation do not guarantee the balance of management in relation to the obligations to be assumed.

TITLE III

FOUNDER, PARTICIPANTS AND SUPPORTERS

ARTICLE 8 - MEMBERS OF THE FOUNDATION

The following are members of the Foundation:

The Founder; The Participants; The Supporters.

ARTICLE 9 - FOUNDER

The founder is the company "Tesi SpA". The founder can in no case be excluded from the Foundation. In the event of dissolution or opening of an insolvency procedure against the company "Tesi SpA", the the prerogatives recognized by this Statute to the Founder will be exercised by the natural or legal person appointed by the founder or, in the event that the latter does not do so, by the person who will be appointed by the President of the Order of Accountants of Cuneo. The previous one also applies in the event that the company Tesi SpA, with a resolution passed by the shareholders' meeting, shows disinterest in continuing in the activities of the Foundation.

ARTICLE 10 - PARTICIPANTS

Ordinary Participants are those, natural persons or entities, who, after the foundation of the Foundation, contribute with a one-off payment or with annual contributions, to increase the Foundation's assets through the contribution of money, movable or immovable property, work or any element susceptible of economic evaluation, to the extent not less than that which will be established with a specific resolution by the Board of Directors. Administration. The Board of Directors must resolve upon the application within sixty days, giving subsequent communication to the interested party. Any decision not to accept the application for admission must be motivated. Those who have been noted for particular merits in the field of activity of the Fo ndation, regardless of any economic contribution in favor of the same. The subjective position of the Participant is not transferable. The status of Participant (ordinary and honorary) is lost for the following reasons. (a) Exclusion. The Participant can be excluded, with a motivated resolution of the Board of Directors, when it carries out activities in contrast with the objectives pursued by the Foundation or operates in violation of the resolutions, regulations or documents approved by the Board of Directors. The Ordinary Member can also be excluded, always with a motivated resolution of the Board of Directors, when he behaves in a conduct that is not compatible with the duty of collaboration with the other members and with the bodies of the Foundation or does not comply with the payment of the contribution agreed or established by the Board. of Administration. (b) Death and, in the case of an entity, extinction or opening of liquidation procedures, due for any reason; (c) Bankruptcy and / or opening of insolvency proceedings, including out-of-court proceedings; (d) Withdrawal. The Participant can withdraw at any time, provided that he has exactly fulfilled all the obligations assumed towards the Foundation. Those who have lost the status of Participant and their successors for any reason cannot repeat the payments made, nor claim rights against the foundation's assets.

ARTICLE 11 - SUPPORTERS

Supporters are those, natural persons or entities, who, sharing the aims of the Foundation, contribute to the life of the same and to the realization of its aims through annual or multi-year cash contributions, in the manner and to an extent not less than that established by the Board. The Board of Directors may determine the subdivision and grouping of the Supporters by categories of activity and participation in the Foundation. The Supporters must expressly undertake to comply with the provisions of this Statute and the Regulations for the internal functioning of the Foundation. of the Board of Directors, the membership of the Supporters lasts one year. The subjective position of the Supporter is not transferable. The status of Supporter is lost for the following reasons. (a) Exclusion. The Supporter can be excluded, with a motivated resolution of the Board of Directors, when: - carries out activities in c contrary to the aims pursued by the Foundation or operating in violation of the resolutions, regulations or documents approved by the Board of Directors, or - behaving in a manner that is not compatible with the duty of collaboration with the other members and with the bodies of the Foundation, or - fails to comply with the payment of the contribution agreed or established by the Board of Directors. (b) Death and, in the case of an entity, extinction or opening of liquidation procedures, for any reason due; (c) Bankruptcy and / or opening of insolvency proceedings also out-of-court; (d) Withdrawal. The Supporter can withdraw at any time, provided that he has exactly fulfilled all the obligations undertaken towards the Foundation. Those who have lost the status of Supporter and their successors in any capacity cannot repeat the payments made, nor claim rights against assets of the foundation.

TITLE IV - BODIES AND ADMINISTRATION

ARTICLE 12 - FOUNDATION BODIES

The bodies of the Foundation are:

a) the Board of Directors;

b) the Steering Committee;

c) the Participants' Assembly;

d) the Assembly of Supporters;

e) the Supervisory Body and, where appointed or required by law, the auditor or Board of Auditors; f) the Scientific Committee.

THE BOARD OF DIRECTORS

ARTICLE 13 - COMPOSITION AND APPOINTMENT

The Board of Directors is made up of a minimum of 3 (three) and a maximum of 11 (eleven) members, provided that in any case an odd number. The number and persons of the Directors of the first Board of Directors are established in the articles of association of the Foundation and subsequently the number of Directors will be defined by the Founder. The appointment of the Directors takes place according to the following methods: in the case of a Council composed of three members: two are appointed by the Founder, one by the Assembly of Participants; in the case of a Council composed of three members: by five members: three are appointed by the Founder, two by the Assembly of Participants; in the case of a Council composed of seven members: four are appointed by the Founder, three by the Assembly of Participants; in the case of a Council composed of nine members: five are appointed by the Founder, four by the Assembly of Participants; in the case of a Council composed of eleven members: six are appointed by the Founder, five by the Assembly of the Partners If it is not possible for any reason whatsoever to appoint the prerogative Directors of the Assembly of Participants, the Founder will provide it in full autonomy. Without prejudice to the provisions of the articles of association, the Board of Directors remains in office 3 (three) financial years and expires with the meeting that approves the final balance for the third financial year following their appointment. The members of the Board of Directors can be re-elected. The members of the Board of Directors must: a) not find themselves in situations of forfeiture or ineligibility pursuant to art. 2382 of the Italian Civil Code; not be subjected to prevention or safety measures; not having received final criminal convictions; not having reported sentences for the application of the penalty on request pursuant to art. 444 cpp, without prejudice to the effects of rehabilitation; b) ensure that relations with the RUNTS are correctly maintained by annually transmitting the required documentation and updating the information pursuant to art. 48 paragraphs 1, 2 and 3 of the CTS The directors, within thirty days from the news of their appointment, must request their registration in the RUNTS, indicating for each of them the name, surname, place and date of birth, the domicile and citizenship, as well as to which of them the representation of the entity is attributed, specifying whether separately or jointly. The power of representation attributed to the directors is general and the limitations of this power cannot be opposed to third parties if they are not registered in the RUNTS or if it is not proven that third parties were aware of it. The members of the Board of Directors who, without justified reason, do not attend the meetings for more than three times, even if not consecutive, can be declared forfeited. The occurrence of one of the conditions referred to in paragraph 5, lett. to).

The forfeiture is declared by the Board itself, which, in this case as in any other case of vacancy of the office of director, must provide, respecting the designations referred to in paragraph 2, for the co-optation of another director / s who will remain in charge until the expiration of the term of the

others.

ARTICLE 14 - COMPETENCES OF THE BOARD OF DIRECTORS

The Board of Directors defines, in accordance with the aims of the Foundation, the objectives and programs of the Foundation and verifies the overall results of the management. The Board of Directors is granted the widest powers for the administration (ordinary and extraordinary, without any In particular, the Council, in addition to what may be provided for in other provisions of this Statute: a) establishes the general lines of the Foundation's activity and objectives, within the scope of the purposes and activities; of the Foundation's activity and monitors and verifies its implementation; c) appoints the President of the Foundation internally; d) co-opts the directors in the event of resignation or termination; e) defines the operational structure of the Foundation; f) grants professional appointments; g) draws up and approves the budget and final balance sheet and the social balance sheet and makes the annual deposit pursuant to of the art. 48 of the CTS; h) takes care of the keeping of the Foundation's books; i) decides on the acquisition of inheritances, legacies, donations, legacies, contributions, donations in general; j) decides on the purchase of goods and the provision of services; k) approves the internal regulations and fundamental guidelines on the Foundation's activities; l) approves the admission and exclusion of Participants and Supporters; m) approves, pursuant to art. 23 amendments to this Statute as well as extraordinary transactions to be submitted to the competent Authority, having heard the advisory opinion of the Steering Committee; n) resolves on the dissolution and devolution of the Foundation's assets, in accordance with 'art. 24 of this Statute; o) appoints one or more liquidators in the event of dissolution of the Foundation, determines their powers and remuneration; p) establishes and regulates the structure and functions of any operational and management offices, with the right to delegate to particular functions or activities; q) decides on the hiring of staff and / or external collaborators; r) appoints the members of the Scientific Committee, assigning them tasks and powers after consulting the Steering Committee; s) resolves any collaboration agreements between the Foundation and other entities or individuals; t) deliberates, within the limits set forth in art. 8 of the CTS, the reimbursement of expenses to be attributed to the directors and members of any Committees and establishes the remuneration of the Chairman within the limits of Article 8 paragraph 3 letter a) of the CTS; u) has the right to delegate part of its powers of management to the President or other individual directors in charge of individual sectors of activity.

ARTICLE 15 - CALL AND QUORUM

The Board of Directors is convened and chaired by the President and meets at the Foundation's headquarters or elsewhere, as long as it is in Italy. written form, by at least two directors or by only one of them in the case of a board of directors consisting of only three members or by the control body or auditor, if appointed, - by written communication, indicating the day, '' time and place of the meeting and the list of matters to be discussed, sent to all directors and the control body or the auditor [the latter if appointed] at least 3 (three) days before the date set for the meeting and , in case of particular urgency, at least 24 (twenty-four) hours in advance, provided that all directors are allowed to be adequately informed on the topics to be discussed. The written notice of convocation can be sent by any means suitable to ensure timely information on the topics to be discussed and proof of receipt (also by means of a written acknowledgment of receipt, possibly also sent by the same means), including the telegram, fax and e-mail, at home or possibly at the address, number or e-mail address previously provided by the interested party and noted in the decision book of the directors. In case of impossibility of the President, the Board can be summoned by any of the directors. In the absence of a formal convocation, the Board validly deliberates when all the directors in office and who makes up the control body or the auditor take part [the latter if The meetings of the Board of Directors are chaired by the Chairman and, in his absence or impediment, by the most senior director or by the director designated by all those present. It is the responsibility of the chairman of the Board to verify the regularity of the meeting, ascertain the identity and legitimacy of the attendees, declare the session open and closed, direct, coordinate and regulate the conduct of the meeting and the relative interventions, put the various proposals to the vote, ascertain and announce the results of the voting. Minutes will be drawn up of the resolutions signed by the Chairman and the secretary. The Board appoints the secretary from time to time, even if not from one person. The minutes must be transcribed without delay in the appropriate book of directors' decisions to be held in the manner prescribed for the corresponding book of joint stock companies. For the resolutions of the Board of Directors to be valid, the presence of the majority of the directors in office is required. The resolutions of the Board of Directors are taken by an absolute majority of those present. In the event of a tie, the vote of the Chairman prevails. However, other provisions of the law or of these Articles of Association which, for particular resolutions, require different specific majorities, remain the same. or video communication, provided that the principles of correctness and good faith and equal treatment of those present are respected and in any case in compliance with the following conditions which will be acknowledged in the relative minutes: a) that the Chairman can accurately and effectively ascertain the identity and the legitimacy of all those present, regulate the conduct of the meeting, ascertain and announce the results of the vote; b) that the minutes taker is allowed to adequately perceive the meeting events subject to minutes; c) that the temporal contextuality of the participation of all is ensured attendees with voting rights; d) that the Chairman and the person taking the minutes are present in the same place; view, receive or transmit documents; f) that, except in the case of a "totalitarian" meeting, the connected audio and / or video locations are indicated in the notice of meeting, in which those entitled can participate. Spontaneous connection is also permitted of shareholders with autonomous means: in this case, except in the case of a "totalitarian" meeting, in order to facilitate the progress of the work, those who want to connect independently must communicate this intention to the Prime Minister with at least one day's notice, indicating the means and methods of the connection itself. In the event that, at the time scheduled for the start of the meeting, for objective technical reasons, the audio or video connection is not possible, the meeting must be reconvened for a later date. In the event that, during the course of the meeting, for technical reasons, the audio or video connection is suspended or interrupted, the meeting will be declared suspended by the Chairman and the resolutions adopted up to the time of suspension will be considered valid. In the event of a dispute, the audio or video recording of the conference may be used as proof of the presence of the directors and anyone else entitled to participate, of the progress of the meeting and of the deliberations. Anyone who expresses a vote by means of telecommunication or video communication is considered to have participated in the meeting. The Director of the Foundation may be called to the meetings of the Board of Directors, who, in this case, must participate, even if he does not have the right to vote.

THE PRESIDENT AND THE VICE-PRESIDENT OF THE FOUNDATION

ARTICLE 16 - THE PRESIDENT AND THE VICE-PRESIDENT OF THE FOUNDATION

The President of the Foundation is also President of the Board of Directors and is appointed from among the members of the Board of Directors for the time corresponding to the mandate of the same Board in office and can be re-elected without mandate limits. public and private companies and other bodies, also to establish relationships of collaboration and support of the individual initiatives of the Foundation The President represents the Foundation before third parties and in court, with the right to issue special or specific powers of attorney. Acts and stands before any administrative or judicial authority, appointing lawyers and consultants. of ordinary administration that can be delegated to him also in general by the Board of Directors and those of extraordinary administration that can be delegated to him from time to time and for individual matters. Board of Directors, unless referring to the same for ratification in the first subsequent session. The Board of Directors elects the Vice-President from among its members for the time corresponding to the mandate of the same Board in office. The Vice-President can be re-elected without mandate limits. In the event of the absence or impediment of the President, his powers are exercised by the Vice-President, whose signature will provide full proof to third parties of said absence or temporary impediment.

ARTICLE 17 - THE FOUNDATION DIRECTOR

The Director of the Foundation is the operational manager of the Foundation. He supervises the organization and administrative management of the Foundation, organizes and promotes the individual initiatives, providing the means and tools necessary for their concrete implementation. It implements, in the matters of competence, the resolutions of the Board of Directors, as well as the acts of the President. The Director of the Foundation is chosen from among people of high professional qualification and must have professional qualifications and proven experience; he is appointed by the Board of Directors, which establishes his duties, powers and remuneration. It remains in office as long as the Board itself and can be reappointed several times. He is accountable for his work directly to the Board of Directors.

The ADDRESS COUNCIL

ARTICLE 18 - COMPOSITION, POWERS, QUORUM

The Steering Board is made up of a minimum of three to a maximum of five members appointed by the Assembly of Participants, in addition to the President of the Foundation who chairs it. and the Chairman of the same, as well as deciding on their revocation and determining their remuneration; b) expresses an advisory opinion on the amendments to the Articles of Association and any decision to dissolve them in the cases provided for by law, also on the proposal of the Board of Directors ; c) expresses an advisory opinion on the approval of the final balance sheet; d) expresses non-binding opinions to the Board of Directors on the budget; e) formulates and submits to the Board of Directors consultative opinions and proposals on activities, programs and objectives of the Foundation; f) expresses opinions whenever requested by the Board of Directors; g) resolves on anything else established by the Articles of Association, as well as on the matters that the Board of Directors submits for its approval. The Chairman convenes the Steering Committee: - when he deems it necessary or appropriate or when requested, in writing, by at least two members, - by means of communication written, indicating the day, time and place of the meeting and the list of matters to be discussed, sent to all members of the Board itself at least 3 (three) days before the date set for the meeting and, in in case of particular urgency, at least 24 (twenty-four) hours before, provided that all members are allowed to be adequately informed on the topics to be discussed Written notice of call can be sent by any means suitable to ensure timely information on the topics to be discussed and proof of receipt (also by means of a written acknowledgment of receipt, possibly also sent by the same means), incl send the telegram, fax and e-mail, to the home address or possibly to the address, number or e-mail address previously provided by the interested party and noted in the decision book of the Board itself. when the Chairman and all the directors in office intervene Proxies to attend the meetings of the Steering Board are not allowed. by all those present. It is the responsibility of the chairman of the board to verify the regularity of the meeting, ascertain the identity and legitimacy of the attendees, declare the session open and closed, direct, coordinate and regulate the conduct of the meeting and the relative interventions, put the various proposals to the vote, ascertain and announce the results of the voting. Minutes will be drawn up of the resolutions signed by the Chairman and the secretary. The Steering Board appoints the secretary from time to time, even if not from one person. The minutes must be transcribed without delay in the appropriate book of decisions of the Steering Committee which will be stamped after the registration of the Foundation in the constituent RUNTS.Quorum. For the resolutions of the Steering Board to be valid, the presence of the majority of the members in office is required. The resolutions of the Steering Committee are taken by an absolute majority of those present. In the event of a tie, the vote of the President prevails. However, the other provisions of these Articles of Association which, for particular resolutions, require different specific majorities, remain the same. provided that the methods and conditions set forth in the previous article 15, paragraph 9, of these Articles of Association are respected.

THE ASSEMBLY OF PARTICIPANTS

ARTICLE 19 - COMPOSITION AND POWERS

The Participants' Assembly is made up of the ordinary Participants in good standing with the payments and the honorary Participants referred to in Article 10 of this Statute. to appoint the Directors pursuant to art. 13 of this Statute; II. appoint the members of the Steering Committee, establishing their number The Participants 'Assembly elects its President from among its members The Participants' Assembly is convened at least once a year, or whenever it deems it necessary or at the request of at least one third of the Members, with written communication sent to the members of the same at least 3 (three) days before the date set for the meeting and, in case of particular urgency, at least 24 (twenty-four) hours before, provided that it is allowed to all those entitled to be adequately informed on the topics to be discussed.The notice of meeting must contain the place, day, time and items on the agenda of the meeting. Participants' Assembly validly deliberates when its President and all Participants intervene. The person entitled to participate in the Assembly can also be represented by non-participating third parties. a must be conferred in writing also at the bottom of the notice of call and will be kept in the deeds of the Foundation. Each delegate can represent up to a maximum of three Participants. The meetings of the Participants' Assembly are chaired by its President and, in his absence or impediment, by the oldest Participant or by the participant designated by all those present. It is the responsibility of the person chairing the Assembly to verify the regularity of the meeting, to ascertain the identity and legitimacy of the attendees, to declare the session open and closed, to direct, coordinate and regulate the conduct of the meeting and the relative interventions, to put the various proposals to the vote, ascertain and announce the results of the votes. Minutes of the resolutions signed by the Chairman and the secretary will be drawn up. The Participants' Assembly appoints the secretary from time to time, even if not from one person. The minutes must be transcribed without delay in the appropriate book of decisions of the Participants' Assembly which will be stamped after the registration of the Foundation in the RUNTS. the majority of votes of those present: in the event of a tie, the vote of the President prevails. However, the other provisions of these Articles of Association remain unaffected which, for particular resolutions, require different specific majorities. 15, paragraph 9, of these Articles of Association.

THE ASSEMBLY OF SUPPORTERS

ARTICLE 20 - COMPOSITION AND POWERS

The Assembly of Supporters is made up of the Supporters referred to in art. 11 of this Statute in good standing with payments.It is up to the Supporters' Assembly to formulate and submit to the Board of Directors consultative opinions and proposals on the activities, programs and objectives of the Foundation.The Assembly of Supporters elects its President from among its members. The Supporters' Assembly is convened at least once a year, or whenever it is deemed necessary or at the request of at least one third of the Members, with written communication sent to its members at least 3 (three) days before the date set for the meeting and, in case of particular urgency, at least 24 (twenty-four) hours before, provided that all those entitled to be adequately informed on the topics to be discussed are allowed. the time and the items on the agenda of the session. In the absence of a formal convocation, the Assembly of Supporters validly deliberates when its P resident and all Supporters. The person entitled to participate in the Shareholders' Meeting may also be represented by non-Supporting third parties. The proxy must be conferred in writing also at the bottom of the notice of call and will be kept in the documents of the Foundation. Each delegate can represent up to a maximum of three Supporters. The meetings of the Supporters' Assembly are chaired by its President and, in his absence or impediment, by the oldest Supporter or by the Supporter designated by all those present. It is the responsibility of the person chairing the Assembly to verify the regularity of the meeting, to ascertain the identity and legitimacy of the attendees, to declare the session open and closed, to direct, coordinate and regulate the conduct of the meeting and the relative interventions, to put the various proposals to the vote, ascertain and announce the results of the votes. Minutes of the resolutions signed by the Chairman and the secretary will be drawn up. The Assembly of Supporters appoints the secretary from time to time, even if not from one person. The minutes must be transcribed without delay in the appropriate book of decisions of the Supporters' Assembly which will be stamped after the registration of the Foundation in the RUNTS. the majority of votes of those present: in the event of a tie, the vote of the President prevails. However, the other provisions of these Articles of Association remain unaffected which, for particular resolutions, require different specific majorities. 15, paragraph 9, of these Articles of Association.

SUPERVISORY OR REVIEW BODY

ARTICLE 21 - SUPERVISORY BODY

The Steering Board appoints, pursuant to art. 30 of the CTS, a Supervisory Body, which can be in a collegial or monochromatic form. The founder provides for the establishment. If it is collegial, the Control Body is made up of 3 (three) effective members and 2 (two) alternates.The members remain in office for 3 (three) financial years, until the approval of the financial statements for the third financial year following the appointment , and can be reconfirmed. The members of the Supervisory Body, to which art. 2399 cc, must be chosen from the categories of subjects referred to in art. 2397, paragraph 2, of the Italian Civil Code In the case of a collegiate body, the aforementioned requirements must be possessed by at least one of the members. to the provisions of Legislative Decree 8 June 2001, n. 231, if applicable, as well as on the adequacy of the organizational, administrative and accounting structure and on its concrete functioning. '' any social report has been drawn up in compliance with ministerial guidelines. The social report acknowledges the results of the monitoring carried out by the auditing body. The meetings of the Supervisory Body are validly constituted when the majority of its members are present and the resolutions are passed by a majority of those present. control, and to this end, they can ask the directors for information on the progress of company operations or on certain business. 31 of the CTS, the Foundation must appoint a statutory auditor or an auditing company. The statutory audit of the accounts can be attributed to the Control Body which, in this case, must be made up of statutory auditors registered in the specific ministerial register. Otherwise, the audit is entrusted to a collective or single auditing body, whose appointment follows the procedures referred to in paragraph 2 above. and resolutions. The Steering Board determines the annual emolument of the members of the Supervisory Body at the time of their appointment, for the entire term of office, pursuant to art. 8 paragraph 3, lett. a), of the CTS. The Foundation, in the cases provided for by art. 14, paragraph 2, of the CTS, publishes annually and keeps updated on its website, any emoluments, fees or considerations attributed to the members of the control and / or auditing bodies as well as to the managers.

SCIENTIFIC COMMITTEE

ARTICLE 22 - SCIENTIFIC COMMITTEE

The Board of Directors can set up a Scientific Committee with advisory functions, defining the tasks, powers and appointing its members and the President. The members of the Scientific Committee expire with the Board that appointed them. The Scientific Committee has consultative and propositional functions for the Board of Directors which may, at any time, request their intervention; in particular, it expresses opinions on specific activities and projects of the Foundation; proposes work programs for the achievement of the Foundation's aims. The Committee is convened whenever its President deems it appropriate or at the motivated request of at least one third of the members. The Committee, through its own secretary, takes care of keeping the book relating to the own meetings and resolutions. Further provisions for the regulation of this body can be contained in the General Regulations, where prepared.

GENERAL RULES

ARTICLE 23 - FINANCIAL YEAR AND BUDGET

The financial year of the Foundation begins on 1st (first) January and ends on 31st (thirty-first) December of each year. within the fifth month of the end of the financial year, the final balance relating to the previous financial year which must be filed by 30 (thirty) June to the competent RUNTS Office pursuant to art. 13 of the CTS. The Board of Directors documents the secondary and instrumental nature of any different activities in the mission report or at the bottom of the financial statements or in the notes to the financial statements. 14 of the CTS, the Board must also prepare the social report to be approved each year by 15 (fifteen) June. 48, paragraph 3, of the CTS. In any case, the distribution, even indirectly, of profits and operating surpluses, funds and reserves, however denominated, to founders, workers and collaborators, directors and other members of the corporate bodies and in the cases expressly provided for. from art. 8 of the CTS.

ARTICLE 24 - AMENDMENTS TO THE BY-LAWS AND EXTRAORDINARY OPERATIONS

The amendments to the Articles of Association and the extraordinary transformation and merger operations of the Foundation, as well as any other extraordinary operation, are resolved by the Board of Directors, with the favorable vote of ¾ (three quarters) of the Directors in office, having heard the advisory opinion of the Steering Board , which also decides with the favorable vote of ¾ (three quarters) of the members in office. 48, paragraph 2, of the CTS, must be registered in the RUNTS. The statutory changes may concern the organizational structure of the Foundation to the extent that this is compatible with the nature of the entity as a foundation and in compliance with the founder's will; in any case, the changes must be consistent with the achievement of the Foundation's purpose and purposes and must be instrumental to the Foundation's purposes, subject to the controls of the Government Authority.

ARTICLE 25 - MERGER

The Foundation, after obtaining the binding positive opinion of the Founder and having obtained the preliminary positive opinion of the Office pursuant to art. 45, paragraph 1, of the CTS or, alternatively, of the control body referred to in art. 3, paragraph 190, of the law of 23 December 1996, n. 662, as well as ministerial approval, may merge or in any case it will be possible to merge, even after dissolution, in or with other non-commercial entities of the Third sector, which pursue the same purposes, in order to achieve the institutional purposes more effectively.

ARTICLE 26 - DISSOLUTION AND EXTINCTION

The Foundation terminates in the cases provided for by art. 27 cc The occurrence of one of the causes indicated therein is declared by the Board of Directors with the favorable vote of a number of Directors not less than ¾ (three quarters) of those in office. The Foundation can also be dissolved with the consent of the Founder and resolution of the Board of Directors taken with the favorable vote of a number of Directors not less than 3/4 (three quarters) of those in office, subject to the prior binding opinion of the Steering Committee, which also resolves with the favorable vote of 3 / 4 (three quarters) of the members in office.In the cases indicated above, the Board of Directors will appoint one or more liquidators and determine their powers.In the event of dissolution, for any reason, all the assets of the Foundation that remain after liquidation has been completed, must be devolved, subject to the opinion of the Regional Office of the Single National Register of the Third Sector referred to in Article 45, paragraph 1, of the CTS, to another Body of the Third Sector sce lto by the Board of Directors, or, in the absence of indications, to the Italy Social Foundation.

ARTICLE 27 - CODE OF ETHICS

The Foundation, with a resolution passed by the Board of Directors with the favorable vote of 2/3 (two thirds) of the Directors in office, having acquired the binding positive opinion of the Founder and having heard the advisory opinion of the Steering Committee, which will also resolve with the favorable vote of 2/3 (two thirds) of the members in office, adopts its own regulations containing the ethical and behavioral rules to which the Participants and the bodies of the Foundation must comply. contemplated and, in the most serious cases, may result in exclusion from the Foundation.

ARTICLE 28 - SUPERVISION

The competent authorities supervise the activities of the Foundation in accordance with the third sector code, the civil code and any other source of legislation on the subject.

ARTICLE 29 - APPLICABLE RULES

For anything not expressly provided for in this Statute, the Foundation is governed by the provisions of Legislative Decree 117/2017, as well as the civil code.

ARTICLE 30 - ARBITRATION CLAUSE

All disputes that may arise in relation to the interpretation, application and validity or effectiveness of the Articles of Association and the Articles of Association and / or the relationships deriving from participation in the Foundation (including those relating to the validity of the decisions of the Board of Directors and of the Steering Committee), provided that they concern available rights and with the exception of those in which the law provides for the mandatory intervention of the Public Prosecutor and those for which the law provides that the relative decision is imperative to the Judicial Authority , will be decided by a single arbitrator appointed, within thirty days of the request made by the most diligent party, by the President of the Notarial Council of Cuneo. The arbitrator will decide, according to law, within ninety days, in an irrevocably binding manner for the parties, with irrational arbitration and dispensation from all procedural formalities and will also provide for costs. also disputes brought by directors, liquidators, and by those who make up the control body or by the auditor [the latter if appointed] or against them.

ARTICLE 31 - TRANSITIONAL RULE

The bodies of the Foundation will be able to immediately and validly operate in the composition determined by the Founder in the deed of incorporation and will be subsequently integrated.

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