The name of the Association, the operative rules and regulations of which are contained in the present Charter, is the “Unione Imprese Storiche Italiane”, henceforth referred to as “Unione”.

The “Unione”, which was set up – with a deed drawn up by Notary Fabrizio Riccardo Frediani – in Florence on 21^st December 2000 with the name “Associazione Imprese Storiche Fiorentine”, later called “Unione Imprese Storiche Toscane”, assumed its present name at the specific desire of the ultra-centenarian enterprises that constitute its membership, with the intention of extending its territorial, operative and representative limits.

The “Unione” has its seat in Florence.

The change in address within the municipality [Commune] of Florence is the competence of the Board of Directors, and does not constitute an amendment to the present Charter .

The “Unione” is not a profit-making business, and has cultural aims and ones of image for making institutions and public opinion aware of the historic roots of businesses that have linked their history to Italy and that continue to express their identity through the civilian development of activities directed at the principles of high quality and the way of interpreting contemporaneousness as the free expression of moral values of our society with a look to the future. The “Unione Imprese Storiche Italiane” therefore proposes to promote initiatives, debates, meetings, research, publications, and study grants, and to carry out promotional and supporting activities on the culture of the history of business and in favour of the historical record  and safe-guarding that ensues from it.

To achieve its aims, the “Unione” may organise, within the limits permitted by law, public collections of funds in concomitance with celebrations, anniversaries, meetings, or awareness campaigns.

The patrimony of the “Unione” consists of:

a) moveable assets and immoveable properties which will become the property of the “Unione”;

b) funds deriving from possible budget surpluses;

c) donations, legacies, bequests.

The revenues on which to base the activity of the “Unione” consist of:

a) membership dues;

b) income from patrimonial assets;

c) disbursements and contributions from private individuals, institutes and associations;

d) public collections of funds.

All industrial, commercial, agricultural, manufacturing or creative  Enterprises and suppliers of services, historic branches such as Company Archives and Museums, operating in Italy and whose application for admission has been accepted by the Board of Directors may become members of the “Unione”. They must, however, conform with the requisites according to the following definition of “Historic Enterprise”:

“A Historic Enterprise can be defined as  a company, or one of its branches, which in the past, in the present, and also with a strong dynamic propensity towards the future, has succeeded in operating in a dimension that continues to move Productivity and the Economy within a context that has a Social and Cultural dimension.

A longevity of more than one hundred years of operative and ethically-correct life in Italy, where it has developed and been well-established, is taken into account. Its having assimilated and utilised innovations from the technological, economic, company,  and organisational point of view is further to be considered, as well as having originated new knowledge that may have gone beyond the company’s very dimensions.

Thus, the Historic Enterprise has in fact had – and, continuing, in perspective, will have for the future – an important role as a principal agent of production continuity, progress, and modernisation in the Society that is contemporaneous with it.”

The Members of the “Unione” are divided into:

a) Charter Members: all Enterprises registered as members of the “Unione” as of 30 June 2012;

b) Permanent Members

The application to become a member must contain a statement of full knowledge and acceptance of the present statutory regulations and of the obligations that derive from these, in particular as regards payment of membership dues, as well as an indication of the address to which communications are to be sent.

The application shall be approved by the Board of Directors by open ballot, with the favourable vote of the majority of the Board’s members, and shall have effect from the date of the approval.

Members are obligated to pay an admission fee and membership dues, which will be established from year to year by the Board of Directors.

The annual dues must be paid to the “Unione” within the month of March of each year.

The dues paid are in no way reimbursable, either in the case of the cancellation of the individual membership connection or in the case of the dissolution of the “Unione”; nor are they transferable.

Members have equality of rights and obligations, including that of voting.

They must commit themselves in the common interest to contribute to the attainment of the aims that the “Unione” proposes in accordance with the regulations of the present Charter  and those of the possible regulations that shall be approved by the General Meeting,  the observance of which will be obligatory for Members.

Participation in the “Unione” may not be temporary, except for the causes provided for in the following article.

The type of membership must result from the appropriate register that is retained in the keeping of the Board of Directors.

In addition to being due to cessation of the Enterprise or because of withdrawal,  to be notified to the Board of Directors by means of a Registered Letter within the month of September of the year in course, this membership classification is lost by exclusion, approved by the Board of Directors, in the case of:

a) discontinuance of participation in membership life, negligence in carrying  out duties entrusted to him as a member, or failure to pay membership dues for more than two years;

b) violation of the ethical or statutory regulations.

The opening of any sort of action for the cases envisaged  shall be communicated to the interested party by means of  a Registered Letter.

The Member affected by an exclusion order  is entitled to make an appeal to the Board of Arbitrators.

The following Registers shall be instituted:

a) “Register of Charter Members”

b) “Register  of Permanent Members”

c) “Register  of Sponsoring Institutes”: inserted in the said special Register, entrusted to the Board of Directors, are those Institutes which have declared themselves willing to sponsor the activities of the “Unione”;

d) “Register  of Honour”: inserted in the said special Register, entrusted to  the Board of Directors, are the (legal) Personalities or Institutes which, in the opinion of the said Board, have acquired particular merits;

e) “Register  of Honorary Consuls”: the Personalities, without territorial limits, belonging to the sectors of the Arts, Culture, Entrepreneurship, and the Professions who will be considered by the Board of Directors, at the proposal of the Members, to be suitable for worthily and continuously representing the spirit that animates our “Unione”, may have the honorary title of “Honorary Consul” bestowed upon them;

f) “Register  of the Enterprises of Twinned Institutes”: Enterprises and Institutes with which the “Unione” has relations of reciprocity and friendship.

The following are bodies of the “Unione” :

a) the General [Members] Meeting

b) the Board of Directors

c) the Chairman

d) the Deputy Chairman

e) the Board of Auditors

f) the Board of Arbitrators

The General Meeting is composed of all the Members, no matter when they were admitted (provided that they were approved at least thirty days prior to the date set for the meeting). It represents the universality of the Members themselves, and its decisions, taken in conformity with the law and the present Charter, bind all the Members, even if absent or dissenting.

Every Member may have himself represented by another Member by means of a written proxy.

Each Member may be the bearer of no more than three proxies.

At the General Meeting, each Member has the right to one vote.

The Members’ General Meeting must be convoked by the Chairman at least once a year within the 30^th (thirtieth) day of April, to approve the final balance and the budget and, when the necessity is perceived, for the purposes of attaining the Association’s aim.

Furthermore, the General Meeting must be convoked every single time that a request is made that is justified by at least one third of the Members.

General Meetings shall be convoked by an announcement that contains an  indication of the day, time, place of the meeting, and the Agenda, sent to every Member by Registered Letter or by a simple communication via fax at least 15 (fifteen) days prior to the established date. The convocation announcement shall also indicate the date of the second convocation.

Every Member, whatever the category to which he belongs, has a right to vote to approve and amend the Charter  and the regulations, as well as to appoint  the governing bodies of the “Unione”.

The decisions of the General Meeting are approved with a majority of votes of those present and with the participation of more than one half of the Members.

In second convocation, the decision is valid with the personal attendance or via proxy of at least one-fifth of those having a right to vote.

For deliberations concerning amendments to the Charter, the presence in person  or by proxy is necessary, in addition to the favourable vote of more than one half of the Members; for those decisions concerning the dissolution of the “Unione” and the devolution of the patrimony, the presence in person or by proxy is necessary as well as the favourable vote of at least three-quarters of the Members.

The vote can also be expressed by correspondence, by means of a Registered Letter or by certified electronic mail addressed to the “Unione”. The vote must arrive within the day that the General Meeting takes place and, in any case, no later than the discussion of the relative topic on the Day’s Business.  The convocation announcement of the General Meeting must contain the resolution proposed in detail. If proposals different from the ones indicated in the convocation announcement are up for vote, the votes expressed by correspondence will not be counted for the purposes of the regular constitution of the General Meeting.

The General Meeting shall be presided over by the Chairman (or, in his absence, by one of the Deputy Chairmen, with priority being given to the oldest one in age), backed up by a recording secretary elected by the General Meeting. A set of minutes for each session of General Meetings shall be drawn up and signed by the Chairman and by the recording secretary.

Voting of the General Meetings take place by acclamation, by a raising of hands, or, if so requested, secretly.

The “Unione” shall be managed and administered by a National Board of Directors – subsequently  and, in any case, in the present Charter  simply also Board of Directors or Board – consisting of:

(i) from a minimum of five up to a maximum of eleven members, appointed by the General Meeting with the procedures provided for in Article Fifteen;

(ii) the Chairmen of the Italian Regional and/or District Sections, with regard to which can better be seen in the following Article Twenty-Eight, as well as by a board member of the Regional or District Sections having more than twenty members.

The Board will remain in office for four fiscal years, and its members may be re-elected.

The Board elects the Chairman, the 1^st substitute Deputy Chairman, and the 2^nd and 3^rd Deputy Chairmen. In the case of the Chairman’s absence or impediment, provision will be made to replace him from among the Deputy Chairmen, according to the preceding order. The Board shall also appoint a Secretary General, who shall participate in the meetings of the Board of Directors without a right to vote.

Should one or more Directors be missing:

(i) when these are Directors appointed by the General Meeting, the others will provide for replacing them by cooptation, and the Directors thus appointed will remain in office until the next General Meeting of the Members, which will make provisions in this regard.

(ii) when these are Directors by right, the substitute shall be the new Chairman and/or the Director of the Regional and/or District Section of jurisdiction.

The position of Director is unpaid, save for possible reimbursements for expenses incurred.

The Board of Directors is convoked by mean of Registered Letter, fax or e-mail, to be sent at least 15 (fifteen) days prior to the Meeting or, in cases of emergency, by telegram or fax or e-mail, to be sent at least twenty-four hours beforehand, providing information on the date, time, and place of the meeting, and an indication of the Day’s Business.

For the decisions of the Board of Directors to be valid, the presence of at least one half of the Directors is necessary, and deliberations shall be made with a majority of the votes. In the case of an equal number of votes, the vote of whoever is chairing the meeting shall prevail.

In case of necessity, the said Meetings may also take place in several places furnished with audio and video connections and, in any case, under the following conditions, mention of which must be made in the relative minutes:

- the Chairman and the Secretary of the Meeting must be present in the same place;

- the Chairman of the Meeting must be permitted to ascertain the identity and legitimisation of the interventions, preside over the progress of the meeting, and ascertain and announce the results of the voting;

- the person taking the minutes must be permitted to adequately take into consideration the events that are being reported in the minutes;

- the intervening parties must be permitted to participate in the discussion and simultaneous voting on the topics in the Agenda, as well as to examine, receive, or transmit documents;

- the convocation announcement must indicate the places furnished with audio and video connections under the responsibility of the “Unione”, in which those attending the meeting may flock, as they must consider the meeting to take place on premises where the Chairman and the Secretary will be present.

An attendance sheet must be prepared in all the audio- and video-connected places in which the Meetings are held.

Minutes, signed by the Chairman and the Secretary, must be written up of the decisions of the Board of Directors.

The Directors are obliged to participate in meetings of the Board.

Should a Director not participate in three consecutive meetings without a justified excuse, he shall be considered to have resigned.

The Board of Directors shall meet every time that the Chairman shall consider it necessary or when a request made by the majority of the Directors may have so requested.

The sessions of the Board of Directors’ meetings shall be presided over by the Chairman of the “Unione” or, in his absence, by the Deputy Chairman.

The Board of Directors is invested with the broadest powers for the ordinary and extraordinary management of the “Unione”, including among others those of:

a) guaranteeing the attainment of the aims of the “Unione”;

b) convoking the General Meeting;

c) approving the admission of new Members and adopting provisions of exclusion;

d) drawing up  final balance sheets and budgets;

e) preparing rules and regulations for the organisation and functioning of the “Unione”;

f) buying and selling movable assets and real-estate properties; accepting legacies and bequests; determining the use of contributions, disbursements, and financial means made available to the “Unione”;

g) establishing the amount of the admission fees and of the membership dues for the individual financial years;

h) submitting to the General Meeting, after appropriate scrutiny, proposals, notifications, motions formulated by Members, and amendments to the Charter ;

i)  approving any sort of question that the present Charter   does not expressly refer to the General Meeting or to other organs;

l) establishing the remunerations for the Secretary General and for the secretarial staff.

The Board of Directors may delegate all or part of its powers to an Executive Committee consisting of the Chairman, who will preside over it, three Deputy Chairmen, and three Directors.

However, the powers listed with the letters  b), c),d) and h) of the preceding Article Twenty-Four may not be delegated.

The Executive Committee shall make a report to the Board of Directors on the use of proxies.

If compatible, the regulations dictated by the present Charter  for the Board of Directors shall be applied to the Executive Committee.

The Chairman shall legally represent the “Unione” in regard to  third parties and in court. He shall be elected by the Board of Directors from among its members. His term of office shall last for 4 (four) years, and he may be re-elected.

The Chairman shall preside over the General Meeting, convoke and preside over the meetings of the Board of Directors, take care of carrying out their  decisions and, furthermore, perform  the functions of coordinator of the works of the “Unione” together with the substitute Deputy Chairman.

In the case of absence and impediment, his functions shall be carried out by the 1^st substitute Deputy Chairman or, in the absence of the latter, by the 2^nd or 3^rd Deputy Chairman.

The Secretary General shall be appointed by the Board of Directors. He shall collaborate with the Chairman in implementing the decisions of the said Board. He shall prepare the drafts of the final balance and of the budget account.

He shall be in charge of the organisation and functioning of the offices of the “Unione”.

He shall be responsible for the coordination and control of the activities of the outside collaborators and of the institutes possibly called upon to participate in the individual initiatives of the “Unione”. He shall control and coordinate the activities of those who benefit from “Unione” contributions or study grants. He shall function as Secretary of the Board of Directors and of the Executive Committee and shall draw up the Minutes of their meetings.

When, in an Italian Region, there are at least seven enterprises that are members of the “Unione Imprese Storiche Italiane”, a Regional Section may  be created – under the responsibility and unappealable judgement of the Board of Directors, who shall also determine its seat and its rules of operation by means of a special regulation – which may take the name of  “Unione Imprese Storiche Italiane – Regional Section of ---------------“.

The Regional Sections shall benefit from an autonomy harmoniously agreed upon and controlled by the Board of Directors.

In concomitance with the elections for the renewal of the Board of Directors, each Regional Section must express, within the month of February of the year in which the said elections are held, its own administrative body, consisting of a minimum of three up to a maximum of five members, among whom are a Chairman and a Treasurer, who shall answer to the Board of Directors as regards the correct administration of the members’ dues.

The Chairman of the Regional Section is a member by right of the Board of Directors of the “Unione”, together with another Director should the Regional Section number more than twenty members.

Where in one or more Regions there are not at least seven businesses belonging to the “Unione Imprese Storiche Italiane”, there may be created – under the responsibility and final judgement of the Board of Directors, who shall determine the territory of competence, the seat, and the rules of operation by means of special regulations – a District which, by way of example, may take the name of “Unione Imprese Storiche Itaiane  - District of ------------------------“.

The Districts shall benefit from an autonomy harmoniously agreed upon and controlled by the Board of Directors, and to them shall be applied the regulations dictated by the present Charter  for the Regional Sections if and to whatever extent these may be compatible.

In the case of disagreement with the aims and general programmes of the “Unione” it will be up to the Board of Directors to revoke the institution and, therefore, to disband the Sections or Districts, with the consequent forfeiture  of the relative representatives – the Chairman and the possible Directors – from the Board of Directors of the “Unione”, dating from the revocation deliberation.

The Board of Auditors is made up of a Chairman, two permanent members, and two substitutes, appointed by the General Meeting also from among persons who are not members.

The Board of Auditors is responsible for controlling the management of the accounting  of the “Unione” and for making cash inventories in any moment whatsoever,  as well as for jointly drawing up the report on the final balance sheets and budgets to be presented to the General Meeting.

The position of Auditor, which is irreconcilable with that of a Director, has a term of office of 3 (three) years, and may be renewed.

Auditors shall participate in the General Meeting that approves the balance sheet and may, upon request, be present at meetings of the Board of Directors.

BALANCE SHEET – PROFITS

The business year closes as of 31^st (thirty-first) December of every year.

At the end of each fiscal year, the Board of Directors shall proceed to drawing up the final balance sheet to be presented, together with the budget, for the approval of the General Meeting.

From the date of the convocation notice on, the balance sheet and schedule  shall be deposited at the seat of the “Unione” where they will be available to those members who may wish to consult them.

The distribution, even in indirect manner, of profits or operating surpluses, as well as of funds, reserves or capital, during the life of the “Unione” is forbidden, unless the destination or distribution is imposed by Law.

The Board of Arbitrators is made up of three members elected by the General Meeting from among Members and Non Members, and these shall remain in office for 4 (four) years.

In the case of death, incapacity or impediment, or the resignation of one of the Members, the same shall be replaced by cooptation. The first General Meeting of the Members following the event shall make provision in this regard.

The Board of Arbitrators:

a) shall settle irrevocably, in the capacity of arbitrator, all controversies that may arise among the Members, and shall express a binding opinion on all matters which the Board of Directors or the Auditors may intend to submit to them;

b) shall supervise and control that the Statutory regulations are observed;

c) shall decide on the appeals against provisions of exclusion of the Members and for the readmission of the same.

The duration of the “Unione” is unlimited.

The “Unione” shall be dissolved due to the impossibility of continuing its own aims in valid manner.

In the case of the dissolution of the “Unione”, the General Meeting shall appoint one or more  liquidators, who shall see to liquidating the patrimony in accordance with the provisions of the Law.

Should it be impossible to regularly constitute the General Meeting, the Chairman may ask the competent authority to appoint one or more liquidators.

Once the liquidation has been completed, whatever may remain will be devolved to other Associations that have analogous goals or for purposes of public utility chosen by the liquidators on the basis of the indications provided by the General Meeting and having consulted the control organisation as defined in Article 3, sub-section 190, of Law N° 662 of 23^rd  December 1996, unless a different destination is imposed by Law.

For whatever is not provided for in the present Charter, the legal regulations on the subject of Associations shall be understood to be applicable.

Hand-written signatures of  the Presiding Officer and Recording Secretary:

 Franco TORRINI and  Fabrizio Riccardo FREDIANI (Notary)