BOARD OF AUDITORS

The Board of Statutory Auditors consists of three regular members and two alternates. The members of the board of auditors remain in office for three financial years and their term of office expires on the date of the shareholders' meeting called to approve the financial statements for the third financial year of their office. They may be re-elected.

The members of the Board of Statutory Auditors must meet the requirements of honorableness, professionalism, independence and the limit on the accumulation of offices provided for by the law and regulations in force at the time.

The Chairman of the Board of Statutory Auditors shall be the standing auditor elected by the minority, unless only one list is voted for or no list is submitted; in such cases, the Chairman of the Board of Statutory Auditors shall be appointed by the Shareholders' Meeting, which shall resolve with a relative majority of the votes represented therein.

Pursuant to Article 21 of the Bylaws, the Board of Statutory Auditors is elected by the Ordinary Shareholders' Meeting on the basis of lists submitted by the shareholders, ensuring gender balance in accordance with the provisions of the laws and regulations in force at the time.

The lists are divided into two sections: one for candidates for the office of Standing Auditor, the other for candidates for the office of Alternate Auditor. The first of the candidates in each section must be enrolled in the register of statutory auditors and have exercised statutory auditing activities for a period of no less than three years. The other candidates, if not in possession of the requirement envisaged in the immediately preceding period, must have the other professionalism requirements envisaged by the laws and regulations in force at the time.

Each list for the appointment of standing auditor and alternate auditor must contain a number of candidates belonging to the least represented gender that ensures, within the list itself, compliance with the gender balance at least to the minimum extent required by the laws and regulations in force at the time.

The election of the Board of Statutory Auditors shall take place in accordance with the following provisions:

1. the first two candidates of the list that came first in terms of number of votes (‘majority list’) and the first candidate of the list that came second in terms of number of votes (‘minority list’) and that was submitted by the shareholders that are not connected even indirectly with the shareholders that submitted or voted for the majority list, who shall also be appointed Chairman of the Board of Statutory Auditors, shall be elected Statutory Auditors
2. the first alternate auditor candidate of the majority list and the first alternate auditor candidate of the minority list shall be elected alternate auditors.

If the balance between genders is not ensured in accordance with the provisions of the laws and regulations in force, the candidates for the office of Statutory Auditor on the majority list shall be replaced according to the progressive order in which the candidates are listed.

The Board of Statutory Auditors monitors compliance with the law and internal regulations, as well as compliance with the principles of proper administration. It verifies the adequacy of the administrative, organisational and accounting structure of the company and its actual functioning.