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BYLAWS OF SEAT PAGINE GIALLE S.p.A.

TITLE I

IDENTIFICATION

ARTICLE 1
NAME

A
corporation is organized under the name of Seat Pagine Gialle - S.p.A.
(the Company). The Company name may be written in upper or lower case
letters, with or without dashes and/or periods. The Company may validly
identify itself, for all legal purposes, in all acts in which it is involved,
by the abbreviated name SEAT s.p.a., without being linked to any graphic
representation.

ARTICLE 2
REGISTERTED OFFICE

The registered office of the Company is located in Milan at Via Grosio,
10/8; the secondary office in in Turin at Via Aurelio Saffi 18.

ARTICLE 3
DURATION

The duration of the Company is until December 31, 2100, and may be
extended by resolution of the General Shareholders Meeting.

ARTICLE 4
PURPOSE

The purpose of the Company is to operate in the industry and trade of
publishing, printing and graphics in general, in any form and by any means,
including online; to gather and engage in advertising  including for the
account of third parties  in any form and for any means of communication,
including the exchange for goods or services; management of activities,
including promotional, in the field of advertising communications and public
relations initiatives; engaging in, preparing and selling, with all
technological means and any other transmission





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support, including online and via the Internet, all types of documentation
services, including but not limited to databases and support services for
trading goods and services; managing all activities related to information
processing and use of any type and in any manner, including the use and sale of
communications services of any type, by any instruments and means, and any
related, complementary or instrumental production and sales activity in the
areas mentioned above.

The Company may also engage in all commercial, industrial and financial
operations and transactions involving real or personal property that are
considered appropriate for the furtherance of the corporate purpose; for this
purpose, it may also directly or indirectly acquire as an exception, interests
and holdings in other corporations or companies, expressly excluding any
activities inherent to bringing in public funds and any other activities not
permitted by law.

TITLE II

CAPITAL STOCK AND BONDS

ARTICLE 5
AMOUNT

The capital stock is equal to 341,432,710,14 divided into 11,381,090,338
shares with a par value of 0.03, of which 11,193,400,970 are common shares and
187,689,368 are savings shares.

Starting on the effective date of the merger, the Board of Directors, for
a maximum of five years from the date of the resolution of the General
Shareholders Meeting of January 25, 1999, pursuant to Article 2443, paragraph
two, of the Italian Civil Code, (as integrated by the resolution of the General
Shareholders Meeting of December 11, 2001) is authorized to increase payment
of the capital stock one or more times, with the resulting issuance of common
shares and savings shares with regular rights, to be offered for subscription
by employees of Seat Pagine Gialle S.p.A., any parent company, pursuant to
Article 2359, paragraph 1, No. 1, of the Italian Civil Code, and any
subsidiaries  to be listed by the Board of Directors, excluding options rights
in accordance with the provisions of both Article 2441, last paragraph, of the
Italian Civil Code, and Article 134, second and third paragraphs, of Law Decree
No. 58 dated February 24, 1998, for a grand total of 1,363,446.21 by the
issuance of a maximum of 38,332,800 common shares with a par value of 0.03 and
a maximum of 14,467,200 savings shares with a par value of 0.03.





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The General Shareholders Meeting of October 27, 2000, stated that the
aforesaid proxy regarding the remaining part not yet executed, is granted
alternatively for the issuing of ordinary shares only, being understood that
the maximum amount of the increase should be up to 1,363,446.21.

The rights to subscribe said shares shall be non-transferable inter vivos.

The Extraordinary General Meeting of December 11, 2001 stated the
constitution of a restricted fund for the acquittance of a capital increase of
170,097.98.

The resolution of the Board of Directors shall establish the term for the
subscription and shall provide that if the total amount of increase is not
subscribed within the term established by the Board of Directors the share
capital will be increased only by the amount of the subscription received to
that date.

On May 17, 2002, the Board of Directors resolved (with reference to the
proxy provided pursuant to Article 2443 of the Italian Civil Code to the
Extraordinary General Shareholders Meeting that took place in September 24,
1999 and in accordance with the resolution of the Extraordinary General
Shareholders Meeting of July 4, 2000 and October 27, 2000) to increase the
payable company capital by a maximum 45,000.00 through the issue of a maximum
1,500,000 new ordinary Seat Pagine Gialle shares, each with a nominal value of
0.03 to be offered for a strike price of 0.8532 per share for subscription to
employees of Seat Pagine Gialle S.p.A., any parent company, pursuant to Article
2359, paragraph 1, No. 1, of the Italian Civil Code, and any subsidiaries  to
be listed by the Board of Directors as stakeholder to the incentive plan TOP
2002. In case the subscription is not subscribed for its total amount by May
31, 2008, the share capital will be increased only by the amount subscribed to
date.

The Extraordinary General Meeting of the Shareholders of November 20, 2000
resolved to increase the payable company capital by 4,303,807.5 through the
issuance of 166,666,667 new ordinary Seat Pagine Gialle shares, each with a
nominal value of 0.03 to be reserved for De Agostini Invest S.A.. The issue
price of the new shares will be fixed using the standards disposed in the
aforesaid resolution, but in any case it will not be less than 3.45.

The Extraordinary Shareholders Meeting of December 11, 2001 resolved that
the issue price of the new shares shall be determined taking into account their
changed nominal value, so that, in any case, the 0.03 will be computed to the
nominal value and the difference will be computed to premium.





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The Extraordinary General Meeting of November 20, 2000 (subsequently
integrated with the Extraordinary Shareholders Meeting, dated December 11,
2001) resolved to increase the company capital pursuant to Articles 2440 and
2441, paragraph 4, of the Italian Italian Civil Code, by a maximum of
4,931,783.63 through the issuance of a maximum of 190,985,294 new ordinary
Seat Pagine Gialle shares each with a nominal value of 0.03, to be made
available by the asset allocation of a maximum of 732,600 ordinary shares in
Matrix S.p.A. each with a nominal value of 0.52. The Extraordinary General
Meeting of December 11, 2001, resolved to constitute a restricted fund for the
acquittance of a capital increase of 797,775.19.

The Extraordinary General Meeting of November 20, 2000 (subsequently
integrated with the extraordinary shareholder meeting, dated December 11, 2001)
resolved to increase the company capital pursuant to Articles 2440 and 2441,
paragraph 4, of the Italian Italian Civil Code by a maximum of 2,837,091.00
through the issuance of a maximum of 109,867,484 new ordinary Seat Pagine
Gialle shares each with a nominal value of 0.03 in two blocks of a maximum of
1,891,522.59 through the issue of a maximum of 73,249,969 new Seat Pagine
Gialle S.p.A. ordinary shares and a maximum of 945,568.41 through the issue
of a maximum of 36,617,515 new Seat Pagine Gialle S.p.A. ordinary shares
respectively, to be made available by the asset allocation of a maximum of
7,354 ordinary shares in Cecchi Gori Communications S.p.A., each with a nominal
value of 516.46, and in particular by the asset allocation of a maximum of
4,903 ordinary shares and maximum 2,451 ordinary shares in Cecchi Gori
Communications S.p.A.. The Extraordinary General Meeting of December 11, 2001,
stated the constitution of a restricted fund for the acquittance of a capital
increase of 458,933.52.

The Extraordinary General Meeting of November 20, 2000, and of May 10,
2001, July 31, 2001 and December 11, 2001 resolved to increase, excluding
rights of option, the company capital by a nominal maximum of 3,279,501.30,
through the issuance of a maximum of 127,000,000 ordinary Seat Pagine Gialle
S.p.A. shares each with a nominal value of 0.03, reserved pursuant to Article
2441, last paragraph, of the Italian Civil Code and Article 134, second and
third paragraphs, of Decree Law No. 58, to employees of Seat Pagine Gialle and
its direct and indirect subsidiaries, pursuant to Article 2359, first
paragraph, No. 1 and second paragraph (with reference only to No. 1) of the
Italian Civil Code, and pursuant to Article 2441, paragraph 5, of the Italian
Civil Code to the Directors of SEATs direct and indirect subsidiaries,
pursuant to Article 2359, first paragraph, No. 1 and second paragraph (with
reference only to No. 1) of the Italian Civil Code. The Extraordinary
Shareholders Meeting of December 11, 2001 resolved that the issue price of the
new shares shall be determined taking into account their changed nominal value
so that, in any case, 0.03 shall be computed to the nominal value and the
difference will be computed to premium. On the same date the Extraordinary
Shareholders





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Meeting also resolved that for rights to subscribe which are already
vested and acquired by the option assignee, the premium for the issuance shall
be determined so that whatever will be the issue price, an amount equal to
0.03 shall be computed to the nominal value and the difference to the premium.

ARTICLE 6
SHARES

The General Shareholders Meeting may resolve to issue shares with varying
rights, in accordance with law.

Within the limits and conditions established by law, the shares may be
bearer shares.

Bearer shares may be converted into registered shares and vice versa at
the request and expense of the interested party.

Savings shares have the privileges and rights described in this article.

Net profits as reported in the regularly approved balance sheet, less
allocations to legal reserves, must be distributed to holders of savings shares
up to an amount equal to five percent of the par value of the shares.

Any profits remaining after allocating the savings shares as established
in the previous paragraph and as resolved by the General Shareholders Meeting
shall be distributed among all shares so that savings shares receive a greater
cumulative dividend than common shares, equal to two percent more than
cumulative dividends paid to ordinary shareholders.

When a dividend that is less than the amount indicated in the fifth
paragraph from above is allocated to savings shares during any fiscal year, the
difference shall be added to the preferred dividend during the two subsequent
fiscal years.

In the case of distribution of reserves, savings shares have the same
rights of other shares.

The Shareholders Meeting which approves the financial statements is
moreover entitled, in the case that the net profit shown in the financial
statement is non-existent or insufficient, to use the available reserves to
meet the financial rights as set forth in paragraph five above as they might
have increased pursuant to the preceding paragraph seven above.

A capital stock reduction due to losses shall not entail a reduction in
the par value of savings shares except for the portion of the loss exceeding
the total par value of the other shares.





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At the winding up of the Company, savings shares shall have preference in
redemption of capital stock for the full par value.

In order to provide the common share representative with sufficient
information on operations that may impact on the price development of savings
share, said representative shall be sent notices with regard to this matter, as
it is relevant and required by law.

If at any time common or savings shares of the Company are excluded from
trading, savings shares shall retain their rights and characteristics, unless
the savings shareholders are given the right to request conversion of their
shares to preferred shares listed on the exchange, with the same
characteristics as the savings shares, in accordance with pertinent legal
provisions in effect at that time, and the right to vote in Extraordinary
Shareholders Meetings. The right to convert may be exercised by savings
shareholders according to the terms and conditions to be defined by a
resolution of the Extraordinary Shareholders Meeting convened for this
purpose, subject to approval by a meeting of savings shareholders, if
applicable.

ARTICLE 7
PAYMENTS

In the case of capital increases, if the deadline established by law for
payments by shareholders has elapsed, provided that the Company has taken any
prior steps required by law, annual interest shall accrue on the amount of the
payment due at the official discount rate then in effect plus three points.

ARTICLE 8
BONDS

The Company may issue bonds in accordance with law.





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TITLE III

GENERAL SHAREHOLDERS MEETING

ARTICLE 9
RIGHT TO PARTICIPATE

Shareholders who have complied with the law are entitled to participate in
the General Shareholders Meeting personally or, alternately, by means of a
representative with a written proxy, in accordance with law.

The proxy may be issued to an individual or legal entity.

The Chairman of the General Shareholders Meeting is responsible for
verifying the right to participate in the General Shareholders Meeting, the
uniformity of proxies and whether the quorum is met.

ARTICLE 10
POWERS

The General Shareholders Meeting has the authority expressly conferred to
it by law.

ARTICLE 11
MEETING NOTICE

The General Shareholders Meeting is convened in accordance with law at
the registered office of the Company or elsewhere in Italy by means of a notice
published in the manner and within the terms prescribed by law.

The General Shareholders Meeting must be convened within four months from
the close of the fiscal year, or later, but within six months, when special
circumstances so require.

ARTICLE 12
ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETINGS

Only common shares are entitled to vote in ordinary Shareholders
Meetings.





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Common and preferred shares, if any, are entitled to vote in Extraordinary
Shareholders Meetings.

A valid quorum for the adoption of a resolution at a Shareholders Meeting
will be determined by statutory law.

ARTICLE 13
CHAIRMAN AND CONDUCTING BUSINESS

The Chairman of the Board of Directors presides over the General
Shareholders Meeting.

If she/he is absent or otherwise impeded from presiding, the meeting is to
be chaired by the Vice Chairman, if any, or by the person appointed by those
present.

At the request of the Chairman, the Meeting appoints a secretary, who need
not be a shareholder.

In the situations provided by law and if the Chairman of the Meeting deems
it appropriate, the minutes may be prepared as a public instrument by a notary
appointed by the Chairman.

The Chairman regulates the meeting, controls those in attendance and
establishes the methods for voting that must allow the voters to be identified.

The Chairman may select two or more tellers to count votes from among
those in attendance.

The meetings may be controlled by Regulations approved by resolution of
the General Shareholders Meeting.

ARTICLE 14
COPIES AND ABSTRACTS

Copies and abstracts of minutes of Shareholders Meetings may be issued
and certified by the Chairman or the Secretary of the Board of Directors.





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TITLE IV

ADMINISTRATIVE AND GOVERNING BODIES

ARTICLE 15
COMPOSITION OF THE BOARD OF DIRECTORS

The Company is managed by a Board of Directors composed of a minimum of 7
(seven) and a maximum of 21 (twenty-one) directors.

The General Shareholders Meeting determines the number of members of the
Board of Directors, which remains unchanged until otherwise resolved and
throughout the term of office, subject to the maximum limits established by
law.

Directors may be reelected.

Whenever, for any reason whatsoever, the majority of directors elected by
the General Shareholders Meeting cease to perform their duties before their
term of office has elapsed, the remaining directors on the Board of Directors
will step down and they shall cease to perform their duties when the Board of
Directors is reappointed by the General Shareholders Meeting.

The appointment of the Board of Directors shall be based on a list
submitted by the shareholders, in accordance with the following paragraphs, or
by the exiting Board of Directors, and in each case the candidates must be
listed progressively.

The list submitted by the exiting Board of Directors shall be deposited at
the registered office of the Company and published in at least one nationally
circulated daily newspaper at least twenty days prior to the date scheduled for
the initially convened General Shareholders Meeting.

The lists submitted by the shareholders shall be deposited at the
registered office of the Company and published in at least one nationally
circulated daily newspaper at the expense of the shareholders at least ten days
prior to the date scheduled for the initially convened General Shareholders
Meeting.

Every shareholder may submit or agree to the submission of only one list,
and every candidate may list himself/herself on only one list, or otherwise
shall be disqualified.

Only those shareholders who, alone or together with other shareholders,
own voting shares representing at least 3% of the voting capital in ordinary
Shareholders Meetings shall be entitled to submit a list. In order to prove
the ownership of the number of shares necessary for





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submitting lists, the shareholders shall submit a copy and/or a summary of
the documentation attesting to the right to participate in the General
Shareholders Meeting at the registered offices of the Company at least five
days prior to the date scheduled for initially convening the Meeting.

Together with each list, within the term indicated above, statements are
to be submitted in which each candidate accepts the nomination and attests,
under his or her own responsibility, that there is no cause for ineligibility
or disqualification, and to his/her compliance with the requirements of law and
the bylaws prescribed for the position. Any lists which fail to observe the
foregoing requirements shall be considered as not having been submitted.

All shareholders with voting rights may only vote one list.

The procedures indicated below are to be followed in electing the Board of
Directors:

1) from the list that received the majority vote in the General
Shareholders Meeting, four fifths of the directors to be elected are selected,
rounded down to the next whole number if this is a fraction, based upon their
order of priority on the list.

2) the remaining directors are elected from other lists; for this purpose,
the votes received by the lists are successively divided by one, two, three,
four, according to the number of directors to be elected. The resulting
quotients shall be progressively assigned to the candidates on each of these
lists, according to the respective order of priority. The quotients assigned
to the candidates on the various lists shall be arranged in a single list in
decreasing order. Those who receive the highest quotient shall be elected. If
two or more candidates receive the same quotient, the candidate on the list
that has not elected any director or which has elected the least number of
directors shall be elected.

If none of the lists have elected a director or if all have elected the
same number of directors, the candidate on the list that received the greatest
number of votes shall be elected. In the event of an equal number of votes and
the same quotients, a new vote shall be held, and the candidate who receives
the simple majority vote shall be elected.

In order to appoint directors for any reason who are not appointed in the
manner described above, the General Shareholders Meeting shall pass
resolutions with the majority provided by law.

If, during the course of the fiscal year, one or more directors cedes from
his post, the procedures indicated in Article 2386 of the Italian Civil Code
shall prevail.





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ARTICLE 16
CHAIRMAN - VICE CHAIRMAN - SECRETARY

The Board of Directors, in its first meeting following the General
Shareholders Meeting that elected it, shall elect a Chairman, if the
Shareholders Meeting has not already done so, and may elect a Vice Chairman.

In the same meeting, the Board shall appoint a Secretary, who need not be
a member of the Board.

ARTICLE 17
MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall be convened by the Chairman or, if he/she is
unable to do so, by the Vice Chairman, if any, or the Managing Director, if
any, or by the oldest Director, and meetings are held at least quarterly and
whenever considered necessary, or when a written request for a meeting is
submitted to the Chairman, indicating the agenda, by at least two Directors or
two permanent Statutory Auditors. Board meetings shall be held at the
registered offices of the Company or elsewhere, as indicated in the meeting
notice. Board meetings may be held by teleconferencing or videoconferencing,
provided that all participants may be identified by the Chairman and all other
participants, and that they are able to follow the discussion and participate
in real time in the deliberations, and that they are able to exchange documents
regarding such deliberations, and that all of the foregoing is recorded in the
minutes. If such circumstances are verified, the Board meeting is considered
to be held at the location of the Chairman and where the Secretary of the
meeting is, in order to be able to draft the minutes.

Notice of the meeting shall be sent by mail, express mail, telegram, fax
or telex to each Director and permanent Statutory Auditor at least 5 (five)
days prior to the date scheduled for the meeting. In emergencies, the meeting
notice may be sent by telegram or fax at least 1 (one) day prior to the date
scheduled for the meeting.

If the Chairman is absent or otherwise unable to preside, the Board
meeting is presided over by the Vice Chairman, if any, or the Managing
Director, if any, or by the eldest Director.

If the Secretary of the Board is absent, a Recording Secretary shall be
appointed by the Board of Directors, and does not need to be a Director.

The Board of Directors, through its Chairman or other directors so
delegated, shall report to the Board of Statutory Auditors on activities
undertaken and on the more important economic,





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financial and patrimonial transactions carried out by the company or by
subsidiary companies; in particular it shall report on transactions where there
is a potential conflict of interest. The notice is to be sent timely and in
any event at least quarterly, on the occasion of meetings of the Board of
Directors or the Executive Committee or by a written note addressed to the
Chairman of the Board of Statutory Auditors.

The directors to whom powers of attorney are delegated shall report to the
Board of Directors and the Statutory Auditors at least quarterly on the
activities performed by the Company or its subsidiaries and any transactions
which may potentially constitute a conflict of interests.

The directors to whom powers of attorney are delegated shall report to the
Board of Directors and the Statutory Auditors at least quarterly on the
activities performed while exercising such power of attorney, the most
important transactions performed by the Company or its subsidiaries and any
transactions which may potentially constitute a conflict of interests.

ARTICLE 18
VALIDITY AND RECORDING OF BOARD RESOLUTIONS

In order for the resolutions of the Board of Directors to be valid, the
majority of the Directors must be in attendance and the majority of those in
attendance must vote in favor.

Resolutions of the Board of Directors shall be recorded in the book of
resolutions of the Board of Directors to be maintained in accordance with
Article 2421, paragraph 4, of the Italian Civil Code, and shall be signed by
the Chairman and the Secretary or by a Notary. When required by law or when
the Chairman so deems appropriate, resolutions shall be recorded by a Notary
selected by the Chairman of the Board of Directors.

ARTICLE 19
COPIES AND ABSTRACTS

Copies and abstracts of minutes of Board meetings may be issued and
certified by the Chairman or the Secretary of the Board of Directors.

ARTICLE 20
POWERS OF THE BOARD - DELEGATION OF POWER

The Board of Directors is vested with the broadest power for ordinary and
extraordinary management of the Company, and thus is authorized to perform all
actions it considers





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appropriate for the furtherance and achievement of its corporate purpose,
in Italy and abroad, excluding only those actions requiring the vote of a
General Shareholders Meeting by law.

The Board of Directors may delegate its authority to a managing Director
and/or an Executive Committee composed of a number of members as determined by
the Board when it makes such appointments, two of whom must necessarily be the
Chairman, who presides, and the Managing Partner, the powers of which are
determined in accordance with the limits indicated in Article 2381 of the
Italian Civil Code.

The Executive Committee shall meet as frequently as necessary in relation
to matters delegated to it by the Board of Directors, and whenever it so
considers appropriate, at the same locations as the Board meetings, and the
members shall personally attend the meetings. Meetings of the Executive
Committee may be held by teleconferencing or videoconferencing, provided that
all participants may be identified by the Chairman and all other participants,
and that they are able to follow the discussion and participate
contemporaneously in the deliberations, and that they are able to exchange
documents regarding such deliberations, and that all of the foregoing is
recorded in the minutes. If such circumstances exist, the meeting of the
Executive Committee is considered to be held at the location of the Chairman
and where the Secretary of the meeting is, in order to be able to draft the
minutes. Recording of the minutes of meetings of the Executive Committee is
subject to the same provisions as provided for recording the resolutions of the
Board of Directors indicated in Article 18 of these bylaws. As provided in
article 17, the Directors shall be notified of the resolutions of the Executive
Committee during the first meeting of the Board of Directors following the
meeting of the Executive Committee.

The Executive Committee shall be convened by the Chairman or the Managing
Partner, or at the request of one of its members, by means of a notice
containing the agenda for the meeting, sent by letter, fax, telex, or telegram
at least five days prior to the date scheduled for the meeting, or one day in
advance, in the event of emergency. When possible, the notice should be
accompanied by the documentation regarding the agenda.

The Executive Committee is held and may deliberate when the quorum
determined by the Board of Directors is present. The Secretary of the Board of
Directors is also the Secretary of the Executive Committee. If she/he is
absent, the Recording Secretary is appointed by the Committee, and need not be
a member.

The Board of Directors may also appoint a President and an
attorney-in-fact for non-litigious matters, and shall determine the duties and
authorities thereof.





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ARTICLE 21
LEGAL REPRESENTATION OF THE COMPANY

The Chairman or, if she/he is absent or unable to do so, the Vice
Chairman, if any, shall be the legal representative of and shall sign on behalf
of the Company; or, within the limits of the powers conferred to them, the
Managing Director, or the other Directors to whom power has been delegated by
the Board of Directors.

ARTICLE 22
COMPENSATION AND REIMBURSEMENT OF EXPENSES OF DIRECTORS

The members of the Board of Directors, in addition to being reimbursed for
the expenses they incur in performing their duties, shall receive an annual fee
as determined by the General Shareholders Meeting.

Directors who are required to perform certain duties shall also receive
specific fees for their duties, which shall be established in accordance with
law.

ARTICLE 23
BOARD OF STATUTORY AUDITORS

The Board of Statutory Auditors is to be composed of three permanent
auditors and two alternate auditors appointed by the General Shareholders
Meeting, which shall also establish their compensation. The duties and
responsibilities of the Statutory Auditors are subject to current law.

They are entitled to be reimbursed for expenses they incur in performing
their duties.

In order to allow minority interests to elect a permanent auditor and an
alternate, the Board of Statutory Auditors is appointed based upon a list
submitted by shareholders in which the candidates are listed progressively.
The list consists of two sections: one for candidates for the position of
permanent auditors, and the other for candidates for the position of alternate
auditors.

Only those shareholders who, alone or together with others, own voting
shares representing at least 3% of the voting capital in the General
Shareholders Meeting are entitled to submit lists.

No shareholder, as well as shareholders belonging to the same group, may
submit, personally or through a trustee, more than one list. Each candidate
may appear on only one list, or shall otherwise be disqualified.





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Candidates who act as statutory auditors in more than five listed
companies may not be included in the lists (these limits do not include the
parent company and the subsidiaries of the Company), or those who do not meet
the ethical and professional requirements established in applicable
legislation. Exiting statutory auditors may be reelected. The lists submitted
must be deposited at the registered office of the Company at least ten days
prior to the date scheduled for the General Shareholders Meeting as initially
convened, which shall be indicated in the meeting notice.

Together with each list, within the term indicated above, statements are
submitted by which each candidate accepts the nomination and attests, under his
or her own responsibility, that there is no cause for ineligibility or
disqualification, and to his/her compliance with the requirements of law and
the bylaws prescribed for the position. Any lists which fail to observe the
foregoing requirements shall be considered as not having been submitted.

1) The procedures indicated below are to be followed in electing the
Statutory Auditors:

two permanent members and one alternate are to be selected from the list
that received the greatest number of votes in the General Shareholders
Meeting, based upon the order of priority in which they are listed in the
sections of the list.

2) The remaining permanent member and alternate are to be selected from
the list that received the second greatest number of votes in the General
Shareholders Meeting, based upon the order of priority in which they are
listed in the sections of the list.

The chairman of the Board of Statutory Auditors is the first candidate of
the list that receives the greatest number of votes.

If the requirements of pertinent laws or the bylaws are not met, the
statutory auditor is dismissed from the position.

In the event of replacement of a statutory auditor, the alternate auditor
from the same list as the auditor being replaced shall be the substitute.

The foregoing requirements for appointing the Board of Statutory Auditors
do not apply to the General Shareholders Meetings, which, according to law,
must appoint the permanent and/or alternate auditors and the chairman as
necessary to compose the Board of Statutory Auditors following replacement or
dismissal and for appointing auditors for any reason if they are not appointed
in accordance with the previous paragraphs. In these cases, the General
Shareholders Meeting is to proceed according to the quorum required by law.





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For the purposes of the Ministry of Justice degree, dated 30 March 2000 n.
162, art.1, paragraph 3 it is established that publishing, advertising and
other communication services, irrespective of its means or used devise are
activities that are covered by the purpose of the Company.

Meetings of the Board of Statutory Auditors, should the Chairman ascertain
that they are necessary, can be validly held by video conference or audio
conference, on condition that all the participants can be identified by the
Chairman and by all those in attendance, that they are allowed to follow the
discussion and to intervene in real time in dealing with the arguments being
discussed, that they are allowed to exchange documents relating to these
matters and that note is made of all the above in the relevant minutes. When
these conditions are met, the meeting of the Board of Statutory Auditors shall
be considered held in the place in which the Chairman is located.

TITLE V

BALANCE SHEET

ARTICLE 24
CLOSE OF THE FISCAL YEAR - DISTRIBUTION OF EARNINGS

The fiscal year closes on December 31 of each year.

From the net profits reported in the balance sheet, five percent must be
deducted and allocated to legal reserves, until said reserve amounts to one
fifth of the capital stock.

The remainder is allocated to the dividend resolved by the General
Shareholders Meeting and/or for other purposes that the General Shareholders
Meeting considers more appropriate or necessary.

The Board of Directors may, during the course of the fiscal year,
distribute partial dividends to shareholders, is subject to relevant legal
provisions.

Dividends which are not redeemed within five years from the redemption
date shall revert to the Company.





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TITLE VI

WINDING UP

ARTICLE 25
LIQUIDATORS

In the event of winding up of business of the Company, the General
Shareholders Meeting shall determine the method of liquidation and shall
appoint one or more liquidators, and shall establish their powers and
compensation in accordance with law.

TITLE VII

GENERAL PROVISIONS

ARTICLE 26
ADDRESS OF RECORD OF SHAREHOLDERS VENUE

The address of shareholders for company purposes is understood to be, for
all legal purposes, the address indicated in the Book of Shareholders.

In accordance with pertinent law, all correspondence between the
shareholders and the Company shall be subject to the judicial authorities of
the venue of the registered office of the Company.

ARTICLE 27
PREVAILING LAW

For anything not provided in these Bylaws, the provisions of pertinent law
shall apply.