**Translation from the Italian language original**
EXHIBIT 1.1
**BY-LAWS**
**As approved on May 6, 2004**
**NAME - REGISTERED OFFICE - DURATION**
Article 1
A joint-stock company called “DUCATI MOTOR HOLDING S.P.A.” is hereby formed.
Article 2
2.1 The Company’s registered office is located in Bologna. The Board ofDirectors has the power to transfer the company’s registered office withinItaly and to set up and close down local branches as well as administrativeoffices and agencies in Italy and abroad.
2.2 Shareholders’ addresses, for all matters relating to dealings with theCompany, are those recorded in the Register of Shareholders.
Article 3
The Company will exist until the 31st of December 2050 and may be extendedsubject to the procedure provided for in the Italian Civil Code. In case ofextension of the term, the shareholders shall not be entitled to appraisalrights.
**CORPORATE PURPOSE**
Article 4
4.1 The purpose for which the Company is established is the production andmarketing of motorcycles, engines and other parts and components thereof, aswell as all manner of accessories, tools and other products of whatsoevernature which may benefit from the goodwill relating to the production andmarketing of such motorcycles, engines, parts and components; all activitiesare to be carried out personally or through subsidiaries or affiliatedcompanies, as defined by article 2359 of the Italian Civil Code.
4.2 The Company may conduct its business either in Italy or abroad.
4.3 As a secondary and not principal purpose, the Company may conduct,occasionally and for the sole aim of attaining the principal company purpose asaforementioned, any and all commercial (including motorcycle rental and ridingschools), industrial, securities and real estate investment transactions deemednecessary or conducive to the achievement of the corporate purpose; it maytake, either directly or indirectly, but not for the purpose of investment,interests and holdings in other businesses, companies or consortia havingobjects analogous, allied or connected to its own.
4.4 The corporate purpose of the Company includes, albeit not as the mainpurpose, financing, including in the form of a security interest or personalguarantee for third parties, and the technical and financial co-ordination ofthe companies or entities in which the Company holds an interest.
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4.5 Investment services as referred to in Legislative Decree 58/1998, theactivities as referred to in Act 197/1991, the collection of public savingsoutside the bounds allowed by Legislative Decree 385/1993 and its enactingprovisions, as well as pursuit vis-à-vis the public of the financial activitiesas referred to in Part V of Legislative Decree 385/1993, shall, in any case, beexpressly outside the present corporate purpose.
**CAPITAL - SHARES**
Article 5
The share capital is Euro 82,420,500.76 (eighty-two million, four hundredtwenty thousand, five hundred and seventy-six cents), divided into 158,500,963(one hundred fifty-eight million, five hundred thousand, nine hundredsixty-three) ordinary shares with no par value.
Article 6
6.1 The ordinary shares shall be either registered or bearer as permitted bylaw and confer equal rights upon the holders thereof. Each ordinary sharegives the Shareholder the right to one vote.
6.2 The Company has the right to issue other classes of shares, debentures andother securities in compliance with the applicable statutory provisions.
6.3 The shares shall be indivisible and the Company shall only recognize oneholder for each share. In the event of co-ownership, the rules of Section 2347of the Civil Code shall be applicable.
6.4 The ownership of even a single share implies, on the part of the ownerthereof, acceptance of these Articles of Association and of all the resolutionstaken during the Shareholders’ Meetings in accordance with the law and theseArticles of Association.
6.5 The issue of debentures and convertible debentures with or without warrantsis governed by Sections 2410 et sequitur of the Italian Civil Code, as amendedby Legislative Decree No. 6 of January 17, 2003.
6.6 If limits to the transferability of the shares are introduced or removed aspermitted by law, and in any other case whereby the law entitles shareholdersto appraisal rights unless the Company’s by-laws provide otherwise, theshareholders shall not be entitled to appraisal rights.
Article 7
7.1 The share capital may be increased pursuant to a resolution of anExtraordinary Shareholders Meeting.
7.2 In the event of the issue of new shares, convertible debentures and othersecurities which confer the right to obtain Company shares, each Shareholder isgranted a preemptive right to acquire such newly issued securities, inproportion to the number of shares already held by such Shareholder.
7.3 The terms and conditions of the Shareholders’ exercise of preemptive rightsshall be determined from time to time in accordance with the applicable laws.
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7.4 The Shareholders’ preemptive rights may be excluded or limited inaccordance with the applicable laws.
7.5 The Board of Directors shall resolve upon the decrease of the Company’sshare capital in case of withdrawal of a shareholder from the Company and inthe case contemplated by the last paragraph of Section 2446 of the ItalianCivil Code.
Article 8
The payments made by the Shareholders in proportion to their shareholdings areagreed to be non-interest bearing. The Company may raise finance from its ownShareholders, upon the condition that the financing Shareholder is the holderof a percentage of share capital of no less than 2% of the share capital andhas been registered in the Register of Shareholders for a period of not lessthan three months. The Company will have a duty to repay principal andinterest. In all other cases, the payments made by the Shareholders are onaccount of future increases in the share capital and, therefore, may not beconsidered interest-bearing nor repaid without a formal resolution by theShareholders, in accordance with Legislative Decree 385/1993 and all of itsenacting provisions.
Article 9
The Shareholders must make payments on the shares in accordance with the lawand in the manner and according to the terms defined by a resolution of thecompetent Company bodies. Each payment on the shares subscribed by theShareholders, which is not made in a timely manner, shall incur interest at thestatutory rate, without prejudice to Section 2344 of the Italian Civil Code.
**MEETING OF SHAREHOLDERS**
Article 10
10.1 The Meeting of the Shareholders shall represent all of the shareholders,and resolutions passed during the course of such Meeting, or adopted incompliance with the law or the present Memorandum or Articles, shall be bindingupon all the Shareholders. The Meeting may be ordinary or extraordinary, byvirtue of the statutory provisions.
10.2 An Ordinary Shareholders’ Meeting must be called by the Board of Directorsat least once a year within 120 days of the end of the financial year forapproval of the annual financial statements. The above term may be extended toup to a maximum of 180 days after the end of the financial year so long as thecompany is bound to draw up consolidated financial statements or if particularcircumstances concerning the company’s structure or its purpose so require. Incase of postponement, the Board of Directors shall explain the reasons for suchpostponement in the report drafted pursuant to Section 2428 of the ItalianCivil Code.
10.3 Furthermore, Shareholders’ Meetings shall be convened whenever the Boardof Directors deems necessary or upon request of Shareholders in accordance withSection 2367 of the Italian Civil Code.
Article 11
11.1 The Board of Directors must convene Shareholders’ Meetings by noticespublished in the MF – Milano Finanza or Finanza & Mercati daily newspapers orin the Official Journal of the Italian Republic, in accordance with the law.The notice must be signed by the
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Chairman or the Vice-Chairman or a Director appointed by the Board. The noticeshall indicate the date, hour and place of the Meeting, and also the agenda ofthe Meeting. Furthermore, the notice may indicate the date for a second callof the Meeting in the event that the first one is cancelled, the second callmay neither fall on the same day nor on the day immediately following the dateof the first convocation. The Extraordinary Meeting may be convened for athird call, as provided for by the law.
11.2 Shareholders’ Meetings may also be convened outside the registered officeof the Company, provided they are always held in Italy.
Article 12
12.1 Shareholders’ Meeting may be attended only by Shareholders with votingrights, as to whom the relevant intermediary shall have sent to the Company thenotice provided for by Section 2370 of the Italian Civil Code at least two daysbefore the date set for the Meeting on first call. As of the date of saidnotice, the shares shall not be disposed of until the Meeting has taken place.
12.2 Each Shareholder having the right to attend the Meeting shall have theright to be represented by another party holding a written proxy pursuant toSection 2372 of the Italian Civil Code. This is without prejudice, whereapplicable, to the provisions of Sections 136 to 144 of Legislative Decree58/1998 and the appropriate CONSOB regulations concerning proxy solicitation.
12.3 The Chairman of the Shareholders’ Meeting determines, also throughassistants appointed by him, whether a party is authorized to attend theMeeting, whether in person or by means of proxy.
Article 13
13.1 The Shareholders’ Meeting shall be chaired by the Chairman or, in hisabsence, by the Vice-Chairman of the Board of Directors, or a person appointedby a vote of the majority of the Members present or represented at the Meeting.The Chairman of the Meeting is required to verify whether the Meeting has beenvalidly called, whether the necessary quorum is present, and thereafter has thepower to conduct and regulate the proceedings as well as to determine thevoting system, pursuant to the provision of the Shareholders Meeting Regulationprovided for in paragraph 3 of this Section 13.
13.2 Furthermore, the Shareholders must appoint a Secretary, who need notnecessarily be a Shareholder. The proceedings of the Meeting shall be recordedin minutes signed by the Chairman of the Meeting and by the Secretary. Suchminutes shall be drawn up by a Notary at Extraordinary Meetings and wheneverdeemed appropriate by the Board of Directors.
13.3 As to any matters not specifically regulated in Section 13, the course ofthe Meeting shall be governed by the Shareholders’ Meeting Regulation which isattached hereto and forms an integral part hereof.
Article 14
14.1 The statutory provisions shall govern the quorum of the Shareholders’Meeting, whether ordinary or extraordinary, on first, second or third call.
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14.2 Without prejudice to the provisions of Section 20 of these Articles ofAssociation for the appointment of the Board of Statutory Auditors,Shareholders’ resolutions shall be adopted at Ordinary Meetings and atExtraordinary Meetings by the number of favorable votes required by law.
**BOARD OF DIRECTORS**
Article 15
15.1 The Company shall be administered by a Board of Directors consisting of avariable number from a minimum of 5 (five) to a maximum of 15 (fifteen) members- including non-shareholders - as directed by the Shareholders at the OrdinaryMeeting.
15.2 The Board of Directors shall remain in office for three fiscal years orfor a shorter time as determined by a resolution voted at the OrdinaryShareholders’ Meeting sitting to appoint the Board. The Directors shall beeligible for re-election.
15.3 Shareholders at the Ordinary Shareholders’ Meeting shall decide on theremuneration of the Directors. The remuneration of the Directors who holdparticular responsibilities within the Board of Directors shall be determinedby the Board itself or by a suitable Committee of the Board, after hearing fromthe Board of Statutory Auditors. The Directors have the right to be reimbursedfor expenses reasonably incurred by reason of their office.
15.4 If the office of one or more members of the Board of Directors becomesvacant in the course of the financial year, the Board itself shall arrange tofill the vacancy, by a resolution approved by the Board of Statutory Auditorsas provided for in paragraph 1 of Section 2386 of the Italian Civil Code.
The Directors thus appointed shall remain in office until the nextShareholders’ Meeting and the Directors appointed at the Shareholders’ Meetingunder such terms shall remain in office for the term of the substitutedDirectors, as defined by Section 2386 of the Italian Civil Code.If, for any reason, more than half of the Directors appointed at an OrdinaryShareholders’ Meeting have to retire or all the Directors in office retire,notice shall be given convening a Shareholders Meeting in accordance with theprovisions of Section 2386 of the Italian Civil Code respectively applicable.
Article 16
16.1 The Board of Directors is vested with the broadest powers of management,whether ordinary or extraordinary, of the Company, without any exceptions,without prejudice to powers reserved by law or these Articles of Association toShareholders.
16.2 The Board of Directors has the power to appoint a General Manager or oneor more Managers, directly responsible to the Board of Directors, as well asrepresentatives and agents to negotiate specific acts or classes of acts, andgranting them authority to sign (for the Company) within the scope of thepowers conferred upon them.
16.3 The Board of Directors shall elect from their members’ ranks a Chairmanand may further elect from among their members a Vice-Chairman to replace theChairman when the latter is absent or unavailable. In the event of the above,only the signature of the Vice-Chairman shall be full proof to third parties ofthe absence or unavailability of the Chairman. Furthermore, the Board ofDirectors may appoint, from its ranks, one or more Managing
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Directors and an Executive Committee and other Committees with specificfunctions, and also a Secretary who may also be elected even if not a member ofthe Board of Directors. Whenever a Executive Committee is appointed, theChairman and, if appointed, the Managing Directors, shall automatically bemembers thereof.
16.4 The Board of Directors may delegate one or more of its members and/or anExecutive Committee or other Committees within the Board, all the powers ofmanagement or part of them, save for those which may not be delegated by law.
16.5 The Board of Directors shall resolve upon the merger contemplated bySections 2505 and 2505-bis of the Italian Civil Code and any amendments to theCompany’s Articles of Association required by law.
Article 17
17.1 The Board of Directors shall meet at the place indicated in the noticecalling the meeting, in Italy, the European Union, Switzerland or the UnitedStates of America.
Meetings of the Board of Directors may also be held by means of“video-conferencing” or “tele-conferencing”, on conditions that all theparticipants are identifiable, are allowed to follow the discussion and join -in real time - in the handling of the matters being dealt with, as well as toreceive, transmit and review documents and that the said review and the votingoccur at the same time everywhere.
17.2 A Board of Directors Meeting may be called on the initiative of theChairman, Vice-Chairman, Managing Director or two Directors, whenever suchnotice convening the meeting is appropriate for the conduct of the Company’saffairs. Directors must be provided with adequate information on the matterson the agenda. The notice convening the Board of Directors Meeting must becirculated, together with a detailed agenda, to each Director and member of theBoard of Statutory Auditors by registered post, facsimile, electronic mail orcable, no less than five days (not counting the date of the notice and the dateof the meeting) before the date of the meeting. In an emergency, notice may begiven by telephone, on condition that it is confirmed by facsimile, electronicmail or cable sent to each Director and member of the Board of StatutoryAuditors no less than two days before the date of the meeting (not counting thedate of the notice and the date of the meeting). When the formalities ofnotice indicated above have been complied with, the Board of Directors meetingshall be validly convened with the attendance of the majority of the Directorsin office.
For the purpose of calculating the quorum, the Directors present who have aninterest in a certain matter to be resolved upon, shall be computed aseffectively present.However, meetings not called in accordance with the foregoing provisions shallbe valid with the attendance of all the Directors and members of the Board ofStatutory Auditors, and provided that the Directors who believe they have notbeen adequately informed, may request an adjournment of the discussion of anysubject of the agenda to a subsequent meeting.
17.3 Meetings of the Board of Directors shall be chaired by the Chairman or, inhis absence or impediment, by the Vice-Chairman, or by another Directorappointed by the Board.
Members of the Board who do not speak Italian may communicate in English andthe Board must, if duly requested by one of its members, make available aninterpreter. The resolutions of the Board shall be transcribed in officialminutes with the signature of the Director acting
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as Chairman and of the Secretary. Upon the request of a Director, atranslation into English of the Board minutes shall be supplied.
17.4 The reports provided for under Section 2381, fifth paragraph, of theItalian Civil Code and Section 150 of Legislative Decree 58/1998 shall bepresented promptly, and in any event at no less than quarterly intervals,during the meetings of the Board of Directors or by written communication.
Article 18
The Board of Directors shall resolve upon matters on the agenda by thefavorable vote of the majority of the Directors present.
Article 19
The legal representation of the Company in all legal procedures (in whatevercountries and at whatever instance and in dealings with whatever judicialauthority, including administrative authorities, with the express power to giveinstructions to solicitors, litigation counsel and technical consultants), aswell as the legal representation of the Company in dealings with third partiesand authority to sign, are entrusted to the Chairman of the Board of Directorsas well as to the Managing Director, if appointed and within the scope of theauthorities vested in them, with power to appoint single special agents aslegally suitable. In the case of absence or unavailability of the Chairman,such powers are also vested in the Vice-Chairman.
**BOARD OF STATUTORY AUDITORS**
Article 20
20.1 Board of Statutory Auditors is made up of three regular and two alternateMembers, who shall remain in office for three fiscal years and may bere-elected.
20.2 The following shall be the procedure for election of the regular andalternate members of the Board of Statutory Auditors. The Shareholders whorepresent no less than 1% (one percent) of the share capital consisting ofshares having the right to vote at an Ordinary Meeting may submit a list ofcandidates arranged progressively by number and deposit it at the RegisteredOffice at least two days before the date set for the Meeting on first call,under penalty of forfeiture. For the purpose of proving the ownership of thenumber of shares required for the submission of the list, reference shall bemade to the notice communicated to the Company by the relevant intermediarypursuant to Section 2370 of the Italian Civil Code at least two days before thedate set for the Meeting on first call.
Each list must separately indicate 3 (three) candidates for the office ofregular Auditor and 2 (two) for the office of alternate Auditor. Eachshareholder may submit and vote on a single list of candidates and eachcandidate may stand on a single list, under penalty of non-eligibility.Shareholders who are subject to common control as defined by Section 2359 ofthe Italian Civil Code may submit and vote on only one list. There shall bedeposited at the Registered Office, together with each list and by the deadlinefor deposit of the same, the declarations whereby the individual candidatesaccept their own candidacy and attest to the non-existence of any ground fornon-eligibility or disqualification, as well as the existence of therequirements as prescribed by the regulations in force to hold the office ofstatutory auditor.
The candidates of any list shall have the following professionalqualifications:
 • the first candidate on a list, both for the office or regularauditor and for the office of
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   alternate auditor, must be enrolled in the registry of chartered auditorsand must have practised the auditors profession for at least three years;
 • the other candidates, in case they do not meet the professionalqualifications referred to in the preceding paragraph, must have atleast three consecutive years of experience in one or more of thefollowing areas:
 • managerial positions within the financial,administration or control departments of listed companies;  • professional or academic experience in legal, economic,financial or technical matters closely connected to the company’sbusiness sector;  • managerial positions within governmental entities whichare active in sectors which are closely connected to thecompany’s business sector.
   Matters and business sectors closely connected to the company’s businesssector are those stated in the Company’s purpose.
The following shall be determined to be the result at the end of the balloting:appointed to the office of the Chairman of the Board of Statutory Auditorsshall be the Auditor candidate indicated number 1 (one) on the list which hasobtained the greatest number of votes; appointed to the office of regularAuditors shall be the candidates indicated respectively in number 2 (two) onthe list which has obtained the greatest number of votes and number 1 (one) onthe list which has obtained the second greatest number; appointed to the officeof alternate Auditors, the Auditors indicated as alternate in number 1 (one) onthe list which has obtained the greatest number of votes, and on the list whichhas obtained the second greatest number.
In the event of two or more lists showing the same number of votes, a new voteshall be taken in order to obtain an unequivocal result. In the event ofsubmission of a single list of candidates and regular and alternate Auditors,they shall be elected from that list.
In the event of the termination of an Auditor’s office, the alternate belongingto the same list as the Auditor to be replaced shall succeed.
When, for whatever reason, the Chairman has to be replaced, the chair shall betaken by the other Auditor elected from the list which has obtained thegreatest number of votes.
The Shareholders’ Meeting called to appoint the Board of Statutory Auditors inaccordance with the law shall act in compliance with the above-stated principleof representation of the minority; moreover, at least one regular auditor andone alternate auditor shall be enrolled in the registry of chartered auditorsand shall have practised the audit profession for at least three years.Regarding the appointment of the Auditors who are not elected, for whateverreasons, in observance of the rules set forth in the preceding paragraphs, theShareholders shall act as provided for by law.
The office of regular Auditor is incompatible with the holding of similarappointments in more than three other listed companies, save for the companiescontrolled by the Company within the meaning of Section 2359 of the ItalianCivil Code.
In this regard, each regular Auditor will have to provide to the Board ofDirectors suitable declarations containing, where necessary, mention of thedisclaimer of incompatible appointments.
Failure to provide the declaration as required by the above paragraph within 30(thirty) days of the appointment or subsequent acceptance of incompatibleappointments within the meaning of that paragraph, shall result in theforfeiture of the office of Auditor.
20.3 The Chairman and the other members shall be rewarded in accordance withthe regulations applicable.
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20.4 The Board of Statutory Auditors shall meet and consult in accordance withSection 2404 of the Italian Civil Code.
In particular, a meeting of the Board of Statutory Auditors may be called onthe initiative of the Chairman of the Board of Statutory Auditors or of the twoother regular Auditors, whenever such meeting is appropriate and in any eventat least once every ninety days. The notice convening the meeting must becirculated, together with a detailed agenda, to each regular Auditor byregistered post, facsimile, electronic mail or cable, no less than five days(not counting the date of the notice and the date of the meeting) before thedate of the meeting. In an emergency, notice may be given by telephone, oncondition that it is confirmed by facsimile, electronic mail or cable sent toeach regular Auditor no less than two days (not counting the date of the noticeand the date of the meeting) before the date of the meeting. When the noticeformalities indicated above have been complied with, the Board of StatutoryAuditors meeting shall be validly convened with the attendance of the majorityof the Auditors in office. However, meetings not called in accordance with theforegoing provisions shall be valid with the attendance of all the regularmembers of the Board of Statutory Auditors, and provided that the members whobelieve they have not been adequately informed, may request an adjournment ofthe discussion of any matter of the agenda to a subsequent meeting. Meetingsof the Board of Statutory Auditors may also be held by means of“video-conferencing” or “tele-conferencing”, on conditions that all theparticipants are identifiable, are allowed to follow the discussion and join -in real time - in the handling of the matters being dealt with, as well as toreceive, transmit and review documents and that the said review and the votingoccur at the same time everywhere.
20.5 The members of the Board of Statutory Auditors shall attend, as defined bylaw, Board of Directors Meetings and Shareholders Meetings and Meetings of theExecutive Committee, where that Committee exists.
**ACCOUNTING - FINANCIAL YEAR - FINANCIAL STATEMENTS AND PROFITS**
Article 21
21.1 The financial year shall end on the 31 (thirty first) of December eachyear.
21.2 The Board of Directors is required to draw up the annual financialstatements of the Company and, where appropriate, the consolidated financialstatements, in accordance with the accounting standards and principlesapplicable. The financial statements shall submitted to the Shareholders at theOrdinary Meeting for approval.
The financial statements shall submitted to the Board of Statutory Auditorswith the report of the Board of Directors and all the documentation required noless than thirty days before the date of the Shareholders’ Meeting at which thedocuments will be discussed and approved.
21.3 Without prejudice to the legal powers of the Board of Statutory Auditors,the Company must appoint, for a specific period, a firm of auditors todetermine whether the financial statements have been drawn up in accordancewith proper principles of accounting and accurately correspond to the recordsof accounts of the Company and that such records accurately reflect thebusiness of the Company.
The Board of Directors has to report at the Shareholders’ Meeting in the eventof early termination of the relationship with the firm of auditors.
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21.4 The financial statements drawn up by the Board of Directors, together withthe audit report from the firm of auditors and the reports of the Board ofDirectors and Board of Statutory Auditors, must be made available to theShareholders at the registered office of the Company no less than fifteen daysbefore the date of the Shareholders’ Meeting at which the documents will bediscussed and approved.
Article 22
22.1 The net profits resulting from the financial statements of the Companyapproved by the Shareholders, after deduction of no less than five percent ofsuch net profits to be set aside for the legal reserve fund until it reaches atleast one-fifth of the share capital, may be distributed to the Shareholders,or set aside as a further reserve, or used for another purpose resolved by theShareholders.
The Shareholders at a Shareholders’ Meeting may pass upon the distribution ofinterim dividends to Shareholders as provided by law.
22.2 Each year, the Board of Directors shall provide the name of the banks andother parties from which dividends may be collected, and also the date suchdividends are payable.Uncollected dividends shall not earn interest. Dividends not collected withinthe period indicated by the law, beginning on the date they become payable,shall revert to the Company.
**GENERAL PROVISIONS**
Article 23
For all matters on which these Articles of Association are silent, theprovisions of the Italian Civil Code and other laws are applicable.
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**REGULATIONS FOR GENERAL MEETINGS**
**Section I - Introduction -**
Article 1
These Regulations are attached to and form an integral part of the Articles ofAssociation of Ducati Motor Holding S.p.A. (the “Company”), as provided for inSection 13 paragraph 3 of the Articles of Association.
Article 2
These Regulations govern the proceedings at ordinary and extraordinaryshareholders’ meetings of the Company (hereinafter “General Meetings”), and,to the extent compatible, special general meetings for specific classes ofstockholders and general meetings for bondholders.
**Section II – Attendance at General Meetings -**
Article 3
All those with a legal right to attend, may attend General Meetings.Attendance by proxy is allowed pursuant to art. 12.2 of the Articles ofAssociation.
In any case, all those who attend the General Meeting, even by proxy, must beidentified through an appropriate document, including with regard to the powerto represent legal entities.
Messengers and any scrutineers who are not members may attend GeneralMeetings, without the right of address, in order to perform the duties set outin the subsequent articles of this Regulation.
The General Manager and the other Senior Executives attend the GeneralMeeting.
Other Managers and Officials of the Company may attend the General Meeting,together with the Directors, Managers and Officials of Group companies, if theBoard of Directors deems their presence to be useful with respect to thematters to be discussed.
Journalists accredited by Italian or foreign daily newspapers or periodicals,including those in electronic form, with nationwide distribution, and fromItalian or foreign radio and television, with nationwide coverage, may attendthe General Meeting without the right of address. Permission to attend mustbe obtained at the address specified for the General Meeting in the noticegiven pursuant to Section 11 of the Articles of Association by midnight on thesecond day prior to the date set for the General Meeting on first call.
Article 4
Those with the right to attend the General Meeting pursuant to Section 3,paragraph 1, above, must deposit their admission ticket to the Company’srepresentatives at the entrance of the premises used for the General Meeting,against delivery of an attendance/voting ticket to be shown in case ofcontrols and to be returned in the event of departure before the end of theMeeting. In the event of a temporary departure from the Meeting, the personnelin charge
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must be informed upon reentry into the premises where the Meeting is beingheld, and such personnel will reissue the attendance/voting ticket.
Those with the right to attend the General Meeting pursuant to paragraph 2 etseq. of Section 3 above must show their identification document to theCompany’s representatives at the entrance of the premises used for the GeneralMeeting and collect an identification badge as proof of authorized presence atthe Meeting.
Article 5
The members present proceed to vote on the appointment of the Chairman and theSecretary pursuant to Section 13 of the Articles of Association.
The Chairman of the General Meeting, through assistants appointed by him,verifies the regularity of proxies, the right of those present to attend theGeneral Meeting, and the presence of a quorum. The outcome of theverifications referred to in this paragraph and in the following paragraph ofthis Article 5 shall be mentioned in the minutes of the Meeting.
In addition, during the General Meeting, the Chairman verifies, with regard toeach individual item on the agenda, the right of those present to take part inthe discussions of that item and vote on the specified matter.
As directed by the Chairman, an attendance sheet is prepared to identify thestockholders present and the number of shares they represent, as well as allother persons in attendance.Where appropriate, the Chairman selects the scrutineers, who need not bestockholders.
Article 6
No recording apparatus of any kind, photographic or similar equipment may bebrought into the premises used for the General Meeting without specificauthorization from the Chairman of the General Meeting.
Article 7
After determining a quorum is present, the Chairman announces the items on theagenda.
**Section III - Discussion -**
Article 8
The Chairman may deal with the items on the agenda in a different order thanthat set out in the notice convening the General Meeting, unless theparticipants to the General Meeting object to the change.
The Chairman and, upon his invitation, the Directors present the agenda items,asking the General Manager and other Senior Executives or other advisors ofthe Company to assist them if appropriate.
The Chairman moderates the discussion, giving the floor to all those with aright to participate pursuant to Section 9 below. The Chairman intervenes inorder to avoid any abuse of the right to speak.
Article 9
All those present by virtue of stockholdings have the right to speak on eachof the items
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under discussion.
Persons who wish to speak must present a written request, indicating the topicto which the request relates, to the Chairman, after the latter has read outthe items on the agenda and before he declares discussion on the topicconcerned to be closed. If two or more requests are presented at the sametime, the Chairman gives the floor to the persons concerned in alphabeticalorder of their surnames.
The Chairman may authorize requests to speak to be made by the raising ofhands; in this case, the Chairman gives the floor to the persons concerned inalphabetical order of their surnames.
The members of the Board of Directors, the Statutory Auditors, the GeneralManager and the Senior Executives may ask to participate in the discussion.
The other Managers and Officials of the Company and the Directors, Managersand Officials of Group companies or other advisors may be authorized to speakif this is considered to be useful by the Board of Directors in relation tothe matters under discussion.
Article 10
The Chairman and, on invitation, the Directors, the Statutory Auditors, theGeneral Manager, the Senior Executives and the other Managers may reply to thespeakers after they have finished speaking, or after all statements from thefloor have been made with regard to an individual item of the agenda.
Article 11
Considering the subject and importance of the individual items on the agenda,the Chairman may determine the amount of time available – not to exceedfifteen minutes – for the statement of each speaker. Once this time haselapsed, the Chairman may ask the speaker to conclude within two minutes.
Persons who have already spoken on a topic may ask to speak a second time fora period of three minutes; this time may be used to declare how the speakerintends to vote.
Article 12
The business of the General Meeting is normally conducted in a single session.During this time, the Chairman may interrupt business for a period notexceeding three hours, if he considers this to be appropriate, and the membersin General Meeting do not object.
The Chairman must adjourn the General Meeting for a period of not more thanfive days in circumstances envisaged by Section 2374 of the Italian CivilCode, and may do so in any other circumstances, if requested, or if heconsiders this to be appropriate, and the members in General Meeting do notobject; in that event, the Chairman concurrently fixes the date and time ofthe new meeting that will continue the outstanding business.
Article 13
The Chairman is responsible for maintaining order at the General Meeting witha view to ensuring that business is conducted properly and to quashing abuse;this may include mediating in or impeding situations of conflict among themembers at the General Meeting.Unless the members at the General Meeting object, the Chairman may withdrawthe right to speak in the following circumstances:
- if the speaker speaks without the right to do so, or continues to speak beyond the allotted
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  time; - following a warning, where the statement is clearly and obviously not relevant to the topic under discussion; - if the speaker adopts an attitude or uses phrases that are indecorous or insulting; - if the speaker incites violence or disorder.
Article 14
Should one or more of those present prevent others from participating in thediscussion or, by their behavior, provoke a situation that prevents the normalbusiness of the General Meeting, the Chairman will admonish them to desistfrom their behavior.
Where this admonition is without effect and the members at the General Meetingdo not object, the Chairman may arrange for the persons previously admonishedto be ejected from the meeting for the entire period of the discussion,availing himself of the security personnel, when necessary.
Article 15
After all statements have been made, the Chairman concludes by declaringdiscussion on the individual item on the agenda to be closed.
**Section IV - Voting -**
Article 16
Before the start of voting, the Chairman re-admits to the General Meeting anypersons previously ejected pursuant to Section 14 above.
The measures described in Sections 13 and 14 above may also be adopted duringthe voting phase, where conditions require, to ensure that those with theright to vote are able to exercise their right freely.
Article 17
Depending on the circumstances, the Chairman may arrange for voting on eachindividual topic immediately after the closure of the related discussion, orafter the discussion of all items on the agenda.
Article 18
Except as specified in art. 19 below, voting takes place in an open forum.Taking into account the number of votes due to each stockholder, the Chairmanmay adopt one of the following voting methods:
a) role call;
b) voting card;
c) raising of hands;
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d) standing up and sitting down;
e) appropriate electronic equipment.
Article 19
The appointment of Statutory Auditors and Alternates takes place using theproceeding described in Section 20 of the Articles of Association.
Before the General Meeting called to appoint the Statutory Auditors andAlternates, the Board of Directors will prepare a schedule setting out thelists that have been presented pursuant to Section 20 of the Articles ofAssociation, including the names of the shareholders who presented each listand the number of shares bound for voting purposes.
This schedule will be distributed to each shareholder or proxy-holder at thetime the admission tickets are examined pursuant to Section 4.
Article 20
The Chairman shall adopt all appropriate measures to ensure that voting takesplace in an orderly fashion.
In particular, when the General Meeting is called to elect Directors andStatutory Auditors, the Chairman may arrange for polling stations to be set upand may fix a time by which all votes must be cast, unless the members at theGeneral Meeting object.
Article 21
Upon completion of the voting and the related count, the Chairman shalldeclare approved those motions which have obtained the number of votesrequired by law or by the Articles of Association. In the event of theappointment of Statutory Auditors and Alternates, the Chairman will declareelected the candidates who are successful under the mechanisms established forthis purpose in Section 20 of the Articles of Association.
Article 22
On completion of the voting on all items on the agenda and after havingannounced the related results, the Chairman will declare the General Meetingto be closed.
**Section V – Final regulation -**
Article 23
Any changes to these Regulations represent a modification of the Articles ofAssociation and, as such, require the meeting and voting quorums required bythe law and the Articles of Association for changes to the Articles, as well ascompliance with related procedural and other formalities.
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