Exhibit
4.0


 


 


APPENDIX C


 


SANPAOLO IMI


 


ARTICLES AND BY-LAWS


 


SECTION I


CONSTITUTION - REGISTERED OFFICE - LIFE AND
PURPOSE OF THE COMPANY


 


ARTICLE 1


 


1.1                               The Company is called “SANPAOLO IMI
S.p.A.” and is established as a company limited by shares.


 


1.2                               The Company is a Bank according to
the terms of Legislative Decree 385 of September 1, 1993.


 


ARTICLE 2


 


2.1                               The Company has its registered
office in Turin and secondary offices, with permanent establishment, in Rome
and Bologna.


 


2.2                               Within the observance of the
regulations in force, it may open and closes branches and representative
offices in Italy and abroad.


 


ARTICLE 3


 


3.1                               The life of the Company is fixed
until December 31, 2100.


 


3.2                               The extension of the life of the
Company must be approved by the Extraordinary Meeting of Shareholders with a
legal majority.


 


ARTICLE 4


 


4.1                               The Company has as its purpose the
collection of deposits from the public and the business of lending in its
various forms, in Italy and abroad.


 


4.2                               The Company may undertake, within
the limits of the regulations in force, all banking and financial transactions
and services as well as any other transaction in the way of business and in
whatever way related to the achievement of its corporate objective.


 


4.3                               The Company - in its capacity as
Reporting Bank for Bank of Italy purposes of the SANPAOLO IMI Banking Group
according to the terms of Article 61 of Legislative Decree 385 of
September 1, 1993 - issues, in the exercise of its function of management
and coordination, instructions to the members of the Group for the execution of
the


 


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instructions issued by the
Regulatory Authorities in the interests of stability of the Group itself as a
whole.


 


ARTICLE 5


 


5.1                               The Company can issue bonds and
other securities according to the regulations in force.


 


SECTION II


EQUITY
CAPITAL AND SHARES


 


ARTICLE 6


 


6.1                               The share capital is Euro [   ] fully paid, divided into [   ] registered ordinary shares(1) and
388,334,018 registered  preference shares with a nominal unit
value of Euro 2.80. The share capital may be increased through the issue of
shares with rights different from those included in the shares already issued.


 


6.2                               The shares are issued in
dematerialised form.


 


6.3                               The preference shares are placed
centrally in one or more deposits administered by the Company and the Company
is the only authorised depositary. The sale of preference shares is to be
communicated without delay to the Company by the selling shareholder and
triggers the automatic one for one conversion of the preference shares into
ordinary shares, except in the case where it is disposed to a company whose
capital is wholly controlled. On July 1, 2012, the preference shares will
be converted one for one into ordinary shares with the same characteristics as
the ordinary shares in circulation at that moment.


 


6.4          In
the case of paid issues of capital, when there is no exclusion or limit on
option rights, the holders of preference shares have option rights on
preference shares with the same characteristics or, if not or differently, in
order, preference shares with different characteristics, savings shares or
ordinary shares.


 


6.5                               The Board of Directors has the power
to increase the share capital by means of a paid up rights issue, in one or
more issues, up to a maximum amount of Euro 51,440,648 (fifty one million, four
hundred and forty thousand and six hundred and forty eight Euro) nominal value,
through the issue of ordinary shares reserved, according to Article 2441,
par. 8, of the Civil Code and Article 134 of Legislative Decree 58 of
February 24, 1998, to employees of the Company or also to employees of
subsidiary companies according to Article 2359 of the Civil Code who
participate in the share incentive schemes approved by the Board itself. This
power may be exercised before April 27, 2007.


 


6.6                               Following the deliberations of the
Board of Directors on February 9, 1999, December 21, 1999,
June 27, 2000 and December 18, 2001, based on the mandate of the
Shareholders’ Meeting on 31 July 1998, and 17 December 2002, on the
basis of the mandates given by the Shareholders’ Meetings of April 30,
2002, the share capital may be increased up to a maximum nominal amount of Euro
56,487,491.20 (fifty six million, four hundred and


 












(1) The exact amount of the
share capital and the exact number of ordinary shares shall be known only when
the demerger will be effective.


 


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eighty
seven thousand, four hundred and ninety one point two).


 


ARTICLE 7


 


7.1                               In the case of an increase in the
share capital, approved by the Shareholders’ Meeting, the methods and the conditions
related to the issue of new capital, the dates and the methods of payment, will be determined by the Board of
Directors.


 


7.2                               In the case of late payment, annual
interest, set by the Board of Directors but in any case not exceeding 3% more
than the official reference rate, will be applied. The legal consequences for
any shareholder who does not execute the payments due and the responsibility of
the assignors or endorsers of shares not released remain the same.


 


7.3                               Delivery may be made against goods
different from cash.


 


7.4                               The Company can acquire its own
shares within the limits and according to the procedures established by the
laws in force.


 


SECTION III


SHAREHOLDERS’ MEETING


 


ARTICLE 8


 


8.1                               The Shareholders’ Meeting is
ordinary or extraordinary according to the terms of the law and can be called
in Italy not necessarily at the registered office.


 


8.2                               The ordinary Shareholders’ Meeting is
called at least once a year within 120 days of the end of the financial year.
In cases allowed by Law, the Shareholders’ Meeting can be called within 180
days.


 


8.3                               The extraordinary Shareholders’
Meeting is called to approve matters reserved to it by law.


 


8.4                               Allowing for the faculty of summons
established by specific legal requirements, the Shareholders’ Meeting must be
called by the Chairman of the Board of Directors or by his Deputy, within the
terms and according to the procedures laid down by the current regulatory
provisions.


 


ARTICLE 9


 


9.1                               Participation and representation in
the Shareholders’ Meeting are governed by the regulations currently in force.


 


ARTICLE 10


 


10.1                        Every ordinary share confers the
right to one vote. Preference shares do not have voting rights in ordinary
shareholders’ meetings.


 


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ARTICLE 11


 


11.1                        The validity of the Shareholders’
Meeting, both ordinary and extraordinary, and both at the first call and at the
second call or, for the extraordinary, third call, as established by law, as
also for the validity of related motions, is determined by the law.


 


11.2                        For the nomination of the corporate
officers a relative majority is sufficient. In the case of a tie, the older
candidate will be elected. For the nominations to the Board of Statutory
Auditors, the procedure follows that established by Article 19.


 


ARTICLE 12


 


12.1                        The Shareholders’ Meeting, whose
workings are governed by the relevant Regulation approved in the ordinary session,
is chaired by the Chairman of the Board of Directors or by his Deputy.


 


12.2                        The Shareholders’ Meeting nominates,
on the motion of the Chairman, when held appropriate, two or more scrutineers
and a Secretary not necessarily shareholders.


 


12.3                        The assistance of the Secretary is
not necessary when the minutes of the Shareholders’ Meeting are taken by a
Notary Public. The Notary is designated by the Chairman of the Shareholders’
Meeting.


 


12.4                        It is the responsibility of the
Chairman  to
verify regular constitution, ascertain the identity and legitimacy of those
present, to check proceedings and certify the voting results.


 


12.5                        If debate concerning the agenda of
the day is not finished within the day, the Shareholders’ Meeting can proceed
to a further meeting on the following non-holiday day.


 


ARTICLE 13


 


13.1                        The discussions of the Shareholders’
Meeting must be recorded in the minutes signed by the Chairman, by the
scrutineers, if nominated, and by the Secretary or Notary Public.


 


13.2                        Copies and extracts of the minutes,
when not taken by a Notary, will be certified with the declaration of
conformity, signed by the Chairman and by the Secretary.


 


SECTION IV


DIRECTORS


 


ARTICLE 14


 


14.1                        The Company is directed by a Board
of Directors composed of a number of members between 7 and 20 according to
motions approved by the Shareholders’ Meeting. The Shareholders’ Meeting itself
appoints one of them as Chairman.


 


14.2                        The Directors’ term of office is
three periods and they may be re-elected.


 


14.3                        Termination, substitution,
resignation and annulment on the part of the Directors are governed according
to the law.


 


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14.4                       If, because of resignation or other
reasons, there is no longer a majority of the Directors elected by the
Shareholders’ Meeting, the whole Board of Directors ceases and the Directors
still in office must urgently call a Shareholders’ Meeting to nominate the new
Board of Directors.


 


ARTICLE 15


 


15.1                        The Board of Directors may appoint,
from among its members, one or more Deputy Chairmen.


 


15.2                        The Board of Directors nominates one
or more Managing Directors, determining his or their roles, as well as the
Executive Committee, laying down the number of its members, its authority, its
duration, rules and powers. In the Executive Committee the Chairman and the
Deputy Chairman or Deputy Chairmen sit ex officio as well as the Managing
Director or Managing Directors.


 


15.3                        The Board of Directors may also
elect from among its members special Committees, with a consultative and
deliberative and supervisory role.


 


15.4                        The General Manager or General
Managers take part in the meetings of the Board of Directors and of the
Executive Committee in a consultative role.


 


15.5                        For determined types of acts and
business, powers may also be delegated, according to Law, to  the General Manager or General Managers, to
the Deputy General Manager or General Managers, to Central Management, to Top
Management, to employees  as well as to
other Personnel, with determination of the limits and methods to exercise the
delegated powers  also with reference to
the possibility that the delegated parties may undertake individually  or 
in committees.


 


15.6                        For special and/or subsidized
lending governed by specific regulations, powers of approval and draw down can
be delegated to the Group’s banking subsidiaries within the limits and
according to the criteria agreed between the parties.


 


15.7                        The Board will determine the methods
through which decisions taken by those delegated are brought to the attention
of the Board itself.


 


15.8                       The annual remuneration of the
members of the Board of Directors as well as that of the Executive Committee is
determined by the Shareholders’ Meeting. The annual remuneration will be in
part fixed and in part variable.


 


15.9                       The remuneration of the directors
with particular responsibilities according to the Articles of Association will
be fixed by the Board of Directors, having heard the opinion of the Board of
Statutory Auditors.


 


15.10                The Shareholders’ Meeting may decide,
in addition to the remuneration above, the payment to Director of a fixed sum
for every attendance at the meetings; the Directors have the further right to
reimbursement of expenses incurred in the course of their duties and to the
payment of daily allowances as decided by the Shareholders’ Meeting.


 


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ARTICLE 16


 


16.1                        The Board of Directors has all
powers for the management of the Company.


 


16.2                        The Board of Directors is also
empowered to take the deliberations concerning:


•             merger, as envisaged by Articles 2505 and 2505-bis
of the Italian civil code, according to 
the methods and the terms therein described;


•             establishment and closing of
secondary offices;


•             reduction of capital in case of
withdrawal of the shareholder;


•             update of the Articles and By-Laws
according to regulation.


 


16.3                        The following matters are the
exclusive responsibility of the Board of Directors:


•             approvals regarding general
management direction, the approval and modification of general regulations
regarding business relationships, investment and divestment of shareholdings
which may modify the composition of the Banking Group, the nomination of
responsibilities in accordance with paragraph 1 of Article 20;


•             the establishment of the criteria
for coordination and management of the Group’s Companies and for the execution
of instructions received from the Bank of Italy.


 


ARTICLE 17


 


17.1                        The Board of Directors is convened
whenever the Chairman considers it necessary or opportune and generally every
two months, also to refer to the Board of Statutory Auditors on business
carried out and transactions of greatest importance in economic, financial and
equity capital terms undertaken by the Company and/or by subsidiary companies
as well as, In particular, transactions with potential conflicts of interest.


 


17.2                        Leaving those powers reserved by law
to the Statutory Auditors, a meeting must also take place when at least three
Directors or a Managing Director make a written request to the Chairman with an
indication of their reasons.


 


17.3                        Meetings of the Board of Directors
are usually held at the registered office of the Company. The Board of
Directors may also meet in any other place in Italy or abroad.


 


17.4                        Notice of the meeting, with a summary
agenda of the matters to be discussed, must be sent to the Directors and to the
Statutory Auditors in office at least five days before that fixed for the
meeting by registered post or telegram or telex or telefax or through any other
means of electronic communication which can provide guaranteed receipt of the
same. In cases of particular urgency, the meeting may be held with simple
advance notice of 24 hours by any suitable means.


 


17.5                        Meetings of the Board of Directors
can be validly held by telecommunication, provided that the precise
identification of the persons qualified to participate can be validly ensured,
as well as the possibility for all participants to take part, in real time, in
the discussion about all the business on the agenda and to view, receive and
transmit documents. However, at least the Chairman and the Secretary must be
present in the location where the Board meeting has been called, wherever the
same shall be considered held.


 


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17.6                        To approve the decisions of the
Board a majority of the Directors in office must be present at the meeting.
Decisions are taken according to absolute majority of the votes of the members
present excluding abstentions. Decisions concerning the nomination of the
Deputy Chairman or Deputy Chairmen, of the Executive Committee, of the Managing
Director or Managing Directors are properly taken with a yes vote from half
plus one of the Directors in office. In case of a tie, the Chairman’s vote
prevails.


 


17.7                        The minutes of the meeting of the
Board of Directors are edited and transcribed in the register of minutes by a
Secretary designated by the Board.


 


17.8                        Copies and abstracts of the minutes
are certified with the declaration of conformity, signed by the Chairman and by
the Secretary.


 


17.9                        In meetings that the Board wishes to
keep confidential, the duties of the Secretary will be carried out by the
youngest Director present.


 


17.10                 The agenda for the Board of
Directors and for the Executive Committee are prepared by the Managing Director
or Managing Directors according to the powers delegated to them.


 


17.11                 In particular, the Managing Director
or Managing Directors are responsible for the general management of the
Company, for business and lending as well as personnel management.


 


ARTICLE 18


 


18.1                        The Chairman:


a)              chairs the meetings of the Board of
Directors and the Executive Committee, coordinating  their work;


b)             prepares the agenda of the meetings
of the Board of Directors and the Executive Committee, taking account also of
the proposed agenda prepared by the Managing Director or Managing Directors and
arranges for adequate information on the material under discussion to be
provided to all Directors;


c)              authorizes any legal, administrative
and executive action in every competent court and in whatever level of
jurisdiction with the ability to abandon it, to withdraw from proceedings and
to accept similar withdrawals or relinquishments from other parties involved,
with all subsequent powers and with the obligation to refer to the Executive
Committee on the decisions taken;


d)             takes, in agreement with the
Managing Director, or with the respective Managing Director in the case of more
than one Managing Director whatever provision may be urgent in the interests of
the Company, referring them to the Board of Directors or the Executive
Committee at their next meeting;


e)              exercises the role of coordination
of the businesses of the Company.


 


18.2                        In the case of absence or other
impediment of the Chairman, his powers in all respects will be taken on by the
Vice Chairman, or, in case of nomination of more than one, him designated
according to the order of succession set by the Board of Directors.


 


18.3                        When all the Deputy Chairmen are
absent or disabled, the powers of the Chairman pass to the Managing Director or
Managing Directors and, in order to the other Directors, according to the order
of succession fixed by the Board of Directors.


 


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SECTION V


BOARD OF STATUTORY AUDITORS


 


ARTICLE 19


 


19.1                        The Shareholders’ Meeting elects the
Board of Statutory Auditors, composed of five Statutory Auditors in office and
two Alternate Statutory Auditors.


 


19.2                        The Statutory Auditors are in office
for three periods and are re-electable. Their term is regulated by law.


 


19.3                        At least two of the Statutory
Auditors in office and at least one of the Alternate Statutory Auditors are
chosen from among those registered in the register of  accounting auditors who have carried out legal accounting audit
work for a period of no less than three years.


 


19.4                        Those Statutory Auditors who do not
possess the requirement set out in the preceding paragraph are chosen from
among those who have obtained a total experience of at least three years in:


1) administration or control or management duties in companies with
equity capital of no less that two million Euro, or


2) professional activities or regular university
teaching in law, economics, finance, banking, insurance or other subjects
related to banking activities, or


3) management duties in public
bodies or public administration operating in the banking, finance and insurance
sectors.


 


19.5                        The whole Board of Statutory
Auditors is nominated on the basis of lists presented by the shareholders in
which the candidates must be listed in number order.


 


19.6                        To apply paragraphs 3 and 12 of the
present article, when the list is composed of four or more candidates, the
fourth candidate and at least one of the first three must have the requirements
as  in paragraph 3; when the list is
composed of fewer than four candidates at least the first of them must have the
same requirements.


 


19.7                        The lists must be deposited at the
registered office and published in at least two Italian daily newspapers with
national distribution, of which one devoted to economic news, at least 10 days
before the day fixed for the Shareholders’ Meeting at First call.


 


19.8                        Every Shareholder can present or
contribute to the presentation of only one list and each candidate can present
himself in only one list or otherwise be declared ineligible.


 


19.9                        Only those Shareholders who
themselves or together with other shareholders represent at least 1% of the
shares with voting rights in the ordinary Shareholders’ Meeting have the right
to vote. In order to prove their ownership of the number of shares necessary
for the presentation of the lists, the shareholders must at the same time
present, at the registered office, the certificates confirming their
participation in the central securities management system.


 


19.10                 Together with each list, and before
the time of depositing the list at the registered office,


 


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one must deposit the C.V. of
each candidate, undersigned by the same, and the declarations by which the
individual candidates accept their candidature and affirm, at their own
responsibility, that there are no reasons for ineligibility or conflict of
interest as well as the existence of the necessary qualification required by
the regulations in force to carry out the duties of Statutory Auditor.


 


19.11                 Every shareholder having the right to vote may
vote for only one list.


 


19.12                 At the election of the Board of Statutory
Auditors, the procedures are as follows:


a)              from the list which obtains the majority
of the votes by the shareholders, in the numerical order in which they are
listed in the list, three Statutory Auditors in office and one Alternate
Statutory Auditor;


b)             the remaining two Statutory Auditors
and one Alternate Statutory Auditor are taken from the other lists; in order to
do this, the votes obtained by the lists themselves are divided successively by
one two and three. The quotients thus obtained are assigned in order to the
candidates of each of the said lists according to the order set respectively in
each. The quotients thus attributed to the candidates on the various lists are
then placed in a single descending order: the Statutory Auditors in office are
those who have obtained the highest two quotients and the supplementary Statutory
Auditor is the one who has obtained the highest third quotient. In the case in
which more than one candidate obtains the same quotient, the candidate from the
list which has still not elected a Statutory Auditor will be elected; in the
case in own responsibility, that there are no reasons for ineligibility or
conflict of interest as well as the existence of the necessary qualification
required by the regulations in force to carry out the duties of Statutory
Auditor.


 


19.13                 For the nomination of Statutory Auditors
not elected for whatsoever reason according to the aforesaid procedures, the
Shareholders’ Meeting will approve according to relative majority.


 


19.14                 The chairmanship of the Board of
Statutory Auditors is taken by person indicated in the first place in the list
which has obtained the majority of the votes. In case of his substitution the
chairmanship falls, until the end of term of the Board of Statutory Auditors,
on the next following person indicated in the same list.


 


19.15                 In case of the substitution of a
Statutory Auditor taken from the list which has obtained the majority of the
votes cast by shareholders, the alternate will come from the same list; in the
case of the substitution of a Statutory Auditor taken from the other lists, the
alternate will be nominated according to the method set out in point (b) in
this article. Whenever it may be necessary to keep up  minimum number of Statutory Auditors in office with the
requirements as per paragraph 3 of the present article, the alternate with the
same requirements will in case enter


 


19.16                 The nomination of Statutory Auditors
to make up the Board of Statutory Auditors according to Article 2401 of
the Civil Code is made by a relative majority of the Shareholders’ Meeting.


 


19.17                 The Shareholders’ Meeting fixes the
remuneration of the Statutory Auditors. The Shareholders’ Meeting may also
decide, in addition to the remuneration, the payment to each Statutory Auditor
of a fixed sum for every attendance at the meetings; the Statutory


 


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Auditors have the further right
to reimbursement of expenses incurred in the course of their duties and to the
payment of daily allowances as decided by the Shareholders’ Meeting.


 


19.18                 The members of the Board of Statutory Auditors
cannot be in office in more than five offices as Statutory Auditor in office in
other quoted companies with the exception of companies controlled by SANPAOLO
IMI S.p.A.


 


191.19          The meetings of the Board of Statutory Auditors
may be validly held also by means of telecommunication, as long as there is a
guarantee of the exact identification of the persons entitled to be present,
the possibility for all participants to participate, in real time, in all the
discussions and see, receive and transmit documents. The meetings  are considered held in the place where the
Board is called, where at least one Statutory Auditor must be present.


 


SECTION VI


MANAGEMENT


 


ARTICLE 20


 


20.1                        The Board of Directors nominates one
or more General Managers and one or more Deputy General Managers and determines
their roles and the length of their term of office. Alternatively, the Board of
Directors nominates a Central Management and determines the number of its
members, establishing the assignment of responsibilities as well as the
division of functions among the members.


 


20.2                        The General Manager or General
Managers, or the Central Management, report in the exercise of their
responsibilities to the Managing Director or Managing Directors;  they 
execute the decisions taken by the Board of Directors, by the Executive
Committee, by the Chairman and by the Managing Director or Managing Directors;
they manage all current business, supervise the structure and functioning of
services, allocate responsibilities and positions to staff with the exclusion
of Top Management. They may delegate, also internally and in continuity, their
own powers to the Deputy General Managers, to Top Management, and other
Personnel from Head Office, the regional organization and the branches.


 


SECTION VII


LEGAL REPRESENTATION AND CORPORATE SEAL


 


ARTICLE 21


 


21.1                        The legal representation of the
Company, concerning third parties and in proceedings, and the corporate seal
lie with the Chairman and, in the case of his absence or inability, with the
Deputy Chairman or Deputy Chairmen, according to the order of succession fixed
by the Board of Directors and, in their absence, with the Managing Director or
Managing Directors separately. In respect of the above, the Board may, pursuant
to Law, for specific types of actions and business, delegate representative
powers, with the ability to sign on behalf of the Company, to the Managing
Director or Managing Directors, to individual Directors, to the General Manager
or General Managers, to the Deputy General Manager or Deputy General Managers,
to the staff of the Central Management, to Top Management and to other
employees of the Company, determining the limits and the methods of use of


 


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such seal.


 


21.2                        In cases in which the current
Articles of Association allow substitutions for absence or impediment, the
action of the substitute has legal force in dealings with third parties.


 


SECTION VIII


FINANCIAL RESULTS AND PROFITS


 


ARTICLE 22


 


22.1                        The financial year closes at
December 31 each year.


 


22.2                        Of the net profits deriving from the
financial results, an amount equal to 10% shall be transferred to the legal
reserve until it amounts to one fifth of the equity capital.


 


22.3                        A further share, equal up to 5% of
the their nominal value, shall be reserved for preference shares.


 


22.4                        The Shareholders’ Meeting, on the
proposal of the Board of Directors, will decide on the allocation of the
remaining profit after provisions to the legal reserve and the allocation to
preference shares.


 


22.5                        The dividends will be allocated,
equal up to the amount paid to preference shares, to ordinary shares and, then
and equally, to all shares.


 


22.6                        When dividends of less than 5% are
allocated to preference shares in any one year, the dividends will be cumulated
in the following two years.


 


22.7                        Dividends not claimed within five
years following the day on which they are available, will be retained by the
Company and placed to reserves.


 


22.8                        The Board of Directors may approve
the distribution of partial payments in advance of the dividends in the manner
and within the limits set by the regulations in force at the time.


 


SECTION IX


STATUTORY
OFFICES


 


ARTICLE 23


 


23.1                        Current legislative, regulatory and
supervisory rules concerning requirements of professional and honourable
standards apply to the Offices established in the current Articles.


 


SECTION X


WINDING UP


 


ARTICLE 24


 


24.1                        Given any different law provisions,
if there is a reason for winding up, the Shareholders’ Meeting will establish
the manner of liquidation, nominating one or more liquidators.


 


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24.2                        Preference shares, in the case of
winding up or liquidation, will have the right to reimbursement of capital up
to their nominal value.


 


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