**EXHIBIT 1.2**

 

**Amendedand Restated By-Laws of Luxottica Group S.p.A.**

 

(Unofficial English Translation)

 

**TITLE ICOMPANY’S NAME – REGISTERED OFFICE – PURPOSE–DURATION**

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**Article 1)** -Apublic corporation is established under the name “***LUXOTTICA GROUP S.P.A.****”*

 

**Article 2)** -TheCompany’s registered office shall be located in Milan.

 

The Board of Directors shall have the authority to establish, changeand close, both in Italy and abroad, sub-offices, branches, agencies andsubsidiaries of any kind.

 

**Article 3)** -TheCompany shall have the following purposes:

 

a) acquisition and management of shareholdings in other companies orentities, in Italy and abroad, on its own account and not directed towards thepublic;

 

b) financing and financial and managerial coordination of companies orentities in which it participates, such as, without limitation: thecoordination of operating strategies, investment programs and developmentplans; management of financial policies for the companies of the Group;promotion and research activities; use of technological assets, the name andtrademarks for the benefit of the companies in which interests are held or forthird parties; personnel administration and management, both for operationaland disciplinary purposes, and, in general, the exercise of the typicalfunctions of a holding company of which is demanded the unified approach andoperating efficiency necessary for the rationalization of management, costreduction and the most effective possible action in achieving the corporate purposesboth in Italy and abroad;

 

c) purchase and sale of public and private securities, not to thepublic, that are instrumental to the achievement of the Company’s purpose; theholding and management of the same;

 

d) granting of warranties and sureties, and the assumption of joint andseveral obligations in the interest of companies of the Group;

 

e) purchase, construction, sale, exchange and leasing of tangible andintangible assets, including machinery tools of the relevant field; and

 

f) sale, also on commission, in Italy and abroad, of frames for opticalglasses, sunglasses and products of the eyewear field.

 

The Company may also perform any other industrial, commercial orfinancial transaction, not directed towards the public in general, concerningmovables or immovables, in favor and in the interest of the Companies of theGroup.

 

**Article 4)** -Theduration of the Company is established up to and including December 31,2050.

 

**TITLE II, STOCK CAPITAL**

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**Article 5) -**Thecapital stock amounts to Euro 27,774,163.20 and is divided into 462,902,720common shares of nominal value, Euro 0.06 each. The Meeting held on March 10,1998 resolved to increase the stock capital, in one or more installments, untilMarch 31, 2011, up to a maximum amount of Lire 1,225,000,000 (one billion twohundred and twenty five million Lire) through the issuance of new common sharesto be offered for subscription exclusively to employees of the Company and/orits subsidiaries.

 

At the expiration date, the capital stock will be considered increasedby an amount equal to the capital subscription obtained.

 

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The Meeting held on June 26, 2001, at which the capital stock wasconverted into Euro stated that on June 13, 2001 the increased capital wassubscribed for a total amount of Lire 182,646,700 and, therefore, it can befurther subscribed for a maximum amount of Lire 1,042,353,300 which, convertedinto Euro, equals up to Euro 538,330.55.

 

The September 20, 2001 Meeting resolved to further increase thecapital stock in one or more installments, until March 31, 2017, up to amaximum amount of Euro 660,000 (six-hundred sixty thousand) through theissuance of new common shares to be offered for subscription exclusively toemployees of the Company and/or of its subsidiaries. At the expiration date,the capital stock will be considered increased by an amount equal to thesubscriptions obtained.

 

The Meeting held on June 14, 2006, resolved to further increasethe capital stock, in one or more installments, until June 30, 2021,up to a maximum of Euro 1,200,000 through the issuance of new commonshares to be offered for subscription exclusively to employees of the Companyand/or of its subsidiaries. At the expiration date, the capital stock will beconsidered increased by an amount equal to the capital subscription obtained.

 

Pursuant to the above-mentioned increases in capital, a total amount of12,402,720 shares have been subscribed.

 

The Company may issue convertible and non-convertible bonds.

 

**Article 6)** -Thestock is freely transferable.

 

**Article 7)** -Thepayment of the stock not fully paid-up will be called up by the Board ofDirectors according to the terms and conditions it shall deem appropriate.

 

**TITLE IIIMEETING OF STOCKHOLDERS**

 

**Article 8)**-Theduly constituted Meeting of stockholders represents all the stockholders andits resolutions, adopted according to the law and to the present By-Laws, andbinds all stockholders, albeit absent or dissenting.

 

**Article 9)**-Each stockholder is entitled to one vote for each share of capital stock heldor represented.

 

**Article 10)**-The meeting of stockholders is ordinary or extraordinary according to the law.It can be called in Italy, or in any member state of the European Union or inthe United States of America.

 

The meeting for approval of the financial statements shall be convenedin accordance with Italian law in force from time to time.

 

**Article 11)**-The Meeting of stockholders shall be called by the Board of Directors, bywritten notice, stating the date, time and place of the meeting and the agendafor the meeting, to be published according to the law.

 

Such written notice shall bepublished in the Gazzetta Ufficiale della Repubblica Italiana, or, alternatively, in one of thefollowing daily newspapers:  “Il Sole 24Ore,” “Il Corriere della Sera” or “la Repubblica.”

 

**Article 12)**-Those stockholders who have sent the Company a notice by the intermediarykeeping the relevant accounts, pursuant to art. 2370 of the Italian Civil Code,no later than two working days before the date scheduled for each meeting,shall be entitled to attend the Meeting.

 

The shares for which notice of attendance of the Meeting was given maynot be transferred before the meeting has taken place.

 

Each stockholder having the right to attend the meeting may authorizeanother person to act for him by a written proxy according to the law.

 

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The Chairman of the meeting, who may avail himself of ad hocassistants, shall verify that the meeting is duly convened, check the identityand right of participation of the attendees, run the course of the meeting andattest to the results of the voting.

 

**Article 13)**-The meeting of stockholders shall be presided over by the Chairman of theBoard of Directors or by one of the Managing Directors or, in their absence, bya person appointed by a vote of the majority of those in attendance.

 

The meeting of stockholders shall appoint a Secretary, who is notrequired to be a stockholder himself. The Secretary’s assistance is notrequired when a Notary is designated to draft the minutes of the meeting.

 

Unless otherwise provided for by mandatory rules, all resolutions shallbe approved by open vote.

 

**Article 14)**-The validity of the meetings and of the related resolutions is governed by theapplicable laws.

 

**Article 15)**-Provided what is set forth in Article 12 of these By-Laws, any stockowned by the Directors attending the meeting or by stockholders who for anyreason will abstain from voting, shall be taken into account in calculating thestock capital required for the validity of the resolutions, save what it is setforth in Article 2368 c.c. last paragraph.

 

**Article 16)**-The resolutions of the meeting will be transcribed in minutes, drawn upaccording to the law and recorded in the minute book.

 

The minutes shall be signed by the Chairman and the Secretary. TheMinutes of the extraordinary meetings shall be drawn up by a Notary.

 

**TITLE IVMANAGEMENT**

 

**Article 17)**-The Company is governed by a Board of Directors consisting of not less thanfive and not more than fifteen members, appointed after the exact number hasbeen determined by the Meeting of stockholders.

 

Pursuant to article 147-ter,subparagraph 4, legislative degree no. 58/1998, at least one director, or inthe event the Board is composed of more than 7 members, then at least twodirectors, must fulfill the necessary requirements to be considered“independent” (hereinafter “Independent Director in accordance with article 147ter”).

 

Directors are appointed by the Meeting of stockholders pursuant tolists submitted by the stockholders, which shall set forth not more thanfifteen candidates, listed in descending numerical order.

 

Each candidate may not appear on more than one list, or he shall beineligible.

 

In case multiple lists are submitted, they shall not be related in anyway; even indirectly. Therefore, each stockholder may not submit or contributeto submit, by means of trust or proxy, more than one list.

 

Moreover, stockholders falling within the following categories maysubmit or contribute to submitting only one list: a) parties to a stockholders’agreement relating to the Company’s shares; b) a person or a company and itscontrolled companies; c) jointly controlled companies; d) a company and itsdirectors or chief executive officers.

 

In case a stockholder violates these rules, such stockholder’s vote,with respect to any of the submitted lists, will not be taken into account.

 

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A list for the appointment of directors can be presented only by thoseshareholders who, at the time of the presentation of the list, hold an interestat least equal to that determined by Consob, pursuant to article 147 tersubparagraph 1 legislative decree 58/98.

 

The lists, signed by the stockholders submitting them, together withthe professional CVs of the candidates, shall be filed at the registered officeof the Company at least fifteen days prior to the first meeting ofstockholders, jointly with the certification from which the title of theparticipation can be inferred.

 

Within the above term, each candidate shall file a statement declaringthat he/she accepts his/her candidacy, confirming, under his/her ownresponsibility, that there are no grounds in accordance with law or regulationfor his/her ineligibility or incompatibility and that he/she meets anyrequirements prescribed in the respective lists.

 

The list of the candidates shall be made public according to the termsand modalities established by the regulation in force from time to time.

 

Each list shall contain and expressly name at least one IndependentDirector in accordance with article 147ter within the first seven candidatesnamed in the list but if the list is composed of more than seven candidates,such list shall contain and expressly name a second Independent Director inaccordance with article 147ter.

 

If appropriate, each list may also expressly name directors having therequirements of independence as provided for by the codes of conduct drawn upby companies managing regulated markets or industry associations.

 

At the end of the voting, the candidates from the two lists that haveobtained the highest number of  voteswill be elected, according to the following criteria:

 

(a) all members of the Board, up to the number of members of theBoard previously determined by the Meeting of stockholders less one, will beelected from the list which obtains the most votes (hereinafter, “MajorityList”) .

 

Such candidates will be appointed in the numerical order they appear onthe list.

 

(b) One director shall be the candidate listed first on the listwhich has obtained the second highest number of votes and which is notconnected, even indirectly, with the shareholders who have presented or votedfor the Majority List according to the applicable provisions (hereinafter,“Minority List”). However, if, for a board composed of no more than sevenmembers, an Independent Director in accordance with article 147 ter is notelected from the Majority List or, in the event the board is composed of morethan seven members, only one Independent Director in accordance with article147 ter has been appointed, then the first Independent Director in accordancewith article 147 ter indicated in the Minority List shall be elected instead ofthe first candidate indicated in the Minority List.

 

The lists which have not reached a percentage of votes at least equalto half of that requested for the presentation of the same shall not beconsidered.

 

The first candidate listed on the Majority List will be appointed asChairman of the Board of Directors.

 

In the event of a tie with respect to the top two lists, the Meeting ofstockholders will proceed to take a new vote on only the top two lists.

 

If only one list was submitted, the Meeting of stockholders will castits votes on it and, if the list gets a simple majority, the candidates listedin descending numerical order will be elected as directors, until the requisitenumber, as determined by the Meeting of stockholders, is reached, subject tothe obligation of the shareholders’ meeting to appoint a minimum number ofIndependent Directors in accordance with article 147 ter. The candidate listedthe first on the Majority List will be elected as Chairman of the Board ofDirectors.

 

If there are no lists, the Board of Directors will be appointed by theMeeting of stockholders with such majorities as required by law.

 

The Independent Directors in accordance with article 147 ter, indicatedas such at the time of their appointment, shall inform the Company in the eventthat they no longer satisfy the independence and integrity requirements, orshould unexpected occurrences result in ineligibility or incompatibility.

 

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Should one or more directors leave office for any reason, they will befreely replaced according to the provisions of article 18 below, subject to theobligation to maintain a minimum number of Independent Directors ex article 147ter as provided by law.

 

**Article 18)**-Directorsshall serve for a period of three years and their terms shall expire on thedate of the meeting of stockholders called for the approval of the balancesheet related to the last year of their term, and they can be re-elected atsuch time.

 

Whenever there is a vacancy among the Directors during the fiscal year,the other directors shall provide for their substitutions by resolutionapproved by the Board of Statutory Auditors, provided that the majority iscomposed of directors appointed by the meeting of stockholders.

 

The Directors so appointed will hold office until the following meetingof stockholders, which will be called to reappoint them, to supplement theBoard by appointing other directors or to reduce the number of directors.

 

The directors appointed by the Meeting of stockholders will hold officeuntil the end of the term of office of the directors who were in office whenthey were appointed.

 

Should the majority of Directors appointed by the meeting ofstockholders leave office, the entire Board terminates its duty; the Directorsstill in office shall timely call a meeting to appoint the new Board.

 

**Article 19)** -Ifthe meeting of stockholders did not appoint the Chairman in compliance witharticle 17 above, the Board shall appoint a Chairman from among its membersand, if it deems it convenient, it will also appoint a Deputy Chairman.

 

The Board may also appoint and determine the powers of one or moreManaging Directors.

 

The Board may delegate some of its functions to an Executive Committee.The Executive Committee is composed of a minimum of five and a maximum of sevenmembers of the Board.

 

The functions set forth in Articles 2420-*ter*, 2423, 2443, 2446, 2447, 2501-*ter* and 2506-*bis*of the Civil Code, cannot be delegated. The Board of Directors may set up oneor more Committees and give to such Committees those powers as it considersappropriate, not the least in order to implement codes of conduct drawn up bycompanies managing regulated markets or industry associations.

 

The Company’s managing bodies have a duty to timely report to the Board of Directors and the Board ofStatutory Auditors, at least****quarterly,on the general business trend, the modalities of exercise of the proxiesconferred and the most relevant transactions from an economic, financial andbalance sheet point of view, made by the Company and its subsidiaries.

 

The Board may also appoint and determine the duties of a Secretary, whodoes not need to be a member of the Board.

 

Moreover, the Board will—by such ordinary majorities as provided for bythese by-laws—appoint the executive in charge of drawing up corporateaccounting records, subject to the mandatory but not binding opinion of theBoard of Statutory Auditors, pursuant to art. 154-*bis* of Legislative Decree No. 58/1998, and will givehim/her adequate powers and resources to exercise the duties attributed tohim/her by law. The executive in charge of preparation of the corporate andaccounting records shall have the following professional qualifications:qualified experience in administration and control, or in the performance ofexecutive or consultancy functions at publicly traded companies and/or at arelated group of companies of material size and importance also with referenceto the functions of drafting and control of corporate and accounting records

 

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**Article 20)** - Ameeting of the Board may be called by the Chairman or by any Managing Directorat any time he or she deems it appropriate or when requested by at least twomembers of the Board or by one member of the Board of Statutory Auditors. TheBoard Meetings shall be held at either the principal place of business of theCompany or at any other place determined by the Chairman or by any ManagingDirector, who shall also establish the agenda of the meeting, oversee the workthereof, and ensure that the Directors are adequately informed regarding theitems to be discussed at the meeting.

 

Written notice of each meeting of the Board shall be given by telex,facsimile, letter, telegram or electronic mail, with return receipt at leastthree days in advance of the meeting. In case of urgency, such term may bereduced to one day.

 

Regardless of the observance of the foregoing requirements, the Boardshall be deemed duly convened if all Directors and Statutory Auditors holdingoffice are present or participate in such meeting by means of video ortelephone conference**.**

 

**Article 21)**-The Board, duly convened, is validly constituted with the attendance of theabsolute majority of its members holding office.

 

The Board is presided over by the Chairman of the Board or, in hisabsence, by any Managing Director or by a Director designated by those inattendance.

 

The Secretary, if not already appointed by the Board, will bedesignated by the Chairman for the sole purposes of the meeting in progress.

 

The meetings of the Board of Directors may also be held by means ofvideo or telephone conference, so long as all members participating in suchmeetings are duly identified and can follow the discussions and participatetherein. The Board of Directors’ meetings will be deemed to be held where theChairman and the Secretary of the meeting are located, in order to ensure thesigning of the minutes and their filing in the minute book.

 

The person who presides over the Board meeting oversees the work of theBoard and is responsible for providing the Directors with adequate informationregarding the items on the agenda and the nature, confidentiality and urgencyof the matters.

 

**Article 22)**-The Board validly resolves by the absolute majority of the Directors presentat the meeting or participating by video or telephone conference.  In the event of a tie vote, the vote of thepresiding officer shall prevail. Minutes of the Board meeting will be preparedand kept in the minute book, signed by both the Chairman of the meeting and bythe Secretary.

 

**Article 23)**-The management of the Company is entrusted to the Board of Directors whichadopts all resolutions necessary to implement the Company’s object, exceptthose resolutions expressly reserved by law to the Meeting of stockholders.

 

Subject to the concurrent competence of the extraordinary Meeting ofstockholders, the Board shall also have authority over resolutions inconnection with mergers and demergers in accordance with Articles 2505 and 2505*bis* and 2506 *ter*of the Civil Code, the establishmentor termination of branches, the determination of which Directors shall beentrusted with the power of representing the Company, the reduction of theoutstanding capital stock in the event of withdrawal of a stockholder, theamendment of the By-Laws to comply with legal requirements, and the transfer ofthe principal place of business within the national territory.

 

In addition, the Board has authority over the issuance of convertiblebonds in accordance with art. 2420 -*ter*of the Civil Code.

 

The Board of Directors can further appoint, dismiss, and determine thepowers of managers and attorneys-in-fact for specific matters or categories ofmatters.

 

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The Board of Directors shall have exclusive authority with respect tothe following matters:

 

1) defining the general investment and development plans and the goalsof the Company and of the Group;

 

2) determining the budget of the Company;

 

3) defining the financial programs and approving the indebtedness ofthe Company exceeding 18 months;

 

4) approving strategic transactions.

 

The Directors shall report to the other directors or to the Board ofStatutory Auditors with regard to those transactions involving an interest ontheir own account or on account of third parties, or influenced by the companywho exercises the power of direction and coordination on its subsidiaries.

 

**Article 24)**-The Company is represented by the Chairman of the Board of Directors to whomauthority is granted, by means of free signature, to implement all the Board ofDirectors’ resolutions, unless otherwise provided. The President shallrepresent the Company before any Court and has the authority to file lawsuitsor administrative or judiciary petitions in connection with any jurisdictionaldegree or phase, including actions for revocation or before the supreme court,and to appoint, for such purposes, counsels.

 

The Company is further represented by the Managing Directors and thepersons appointed by the Board for specific matters or category of matters,within the limits of the powers entrusted to them.

 

**Article 25)**-The members of the Board of Directors and of the Executive Committee areentitled to compensation to be determined in the resolution of appointment orby the meeting of the stockholders. The compensation of Directors holdingparticular offices or members of the committees appointed by the Board ofDirectors shall be fixed by the Board of Directors upon receiving the advisory opinionof the Board of Statutory Auditors.

 

The members of the Board of Directors are, in any event, entitled toreimbursement of the expenses incurred by reason of their office.

 

**Article 26)**-The Directors shall not be personally liable for the obligations of theCompany and have no other liability except as provided by law.

 

**TITLE VAUDITORS**

 

**Article 27)**-TheBoard of Statutory Auditors consists of three regular Auditors and twoalternate Auditors appointed by the Stockholders and who may be re-elected. Therequirements, powers, duties and length of office are those established by law.Auditors shall serve for a period of three fiscal years and their terms shallexpire on the date of the Meeting of stockholders called for the approval ofthe balance sheet relating to the third fiscal year following theirappointment.  The amount of theirconsideration is determined by the shareholders’ meeting.

 

Statutory Auditors shall have the qualifications provided by law orapplicable provisions.

 

The professional qualifications of the Statutory Auditors, the subjectsand the fields of activity strictly concerning the Company activity are thoseindicated in article 3 above. The limits regarding the plurality ofadministration and control offices, provided by Consob regulation, shall beapplicable to the Statutory Auditors.

 

Subject to mandatory law or regulation, the Board of Statutory Auditorsshall be appointed by the general meeting of shareholders on the basis of listspresented by shareholders pursuant to the procedures indicated hereinafter.

 

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The appointment of one regular statutory Auditor, as Chairman, and ofone alternate statutory Auditor shall be reserved for the minority – which isnot part, even indirectly, of the relationship to be considered pursuant to article148, subparagraph 2 of the legislative decree no 58/1998 and the relatedregulations. The appointment of the statutory Auditors to be appointed by aminority shall occur at the same time as the appointment of the other membersof the Board of Statutory Auditors, except in case of replacement of members asindicated below.

 

A list for the appointment of statutory Auditors can be presented bythose shareholders who, alone or jointly with other presenting shareholders, atthe time of the presentation of the list, hold a shareholders’ interest equalto that determined by Consob pursuant to article 147 ter subparagraph 1legislative decree 58/98.

 

The lists shall be filed at the registered office of the Company atleast fifteen days prior to the meeting of shareholders called for theappointment of the Statutory Auditors.

 

The lists shall indicate the name of one or more candidates to beappointed as regular Auditors and alternate Auditors.

 

The name of each candidate shall be marked in a descending numericalorder in each section (section of regular Auditors and section of alternateAuditors) and the candidates listed shall not be more than the members of thebody to be appointed.

 

The lists shall further include, even as per attachments:

 

(i)            information related tothe identity of the shareholders who have filed the list, indicating thepercentage of their combined shareholding and a documents giving evidence ofthe lawful title of their shareholding;

 

(ii)           representations ofshareholders different from the ones who hold, separately or jointly, ashareholding interests of control or of simple majority, stating the lack ofrelationship as per section 114 –quinquies of Regolamento Emittenti

 

(iii)          exhaustive informationon personal and professional qualifications of each candidate as well as adeclaration of the candidate confirming the existence of the qualificationsprovided by law, the acceptance of the office jointly with the administrationand control offices held in other companies;

 

In the event that only one list is submitted or only lists byshareholders connected pursuant to applicable law are submitted as of the lastday provided for the presentation of such lists it is possible to present listuntil the fifth day following such date. In such case the above thresholds,provided for the presentation of the lists, shall be reduced by half.

 

A shareholder cannot submit and vote more than one list, even ifthrough third parties or by means of trust companies. Shareholders belonging tothe same group and shareholders signing a shareholders’ agreement regarding theshares of the listed company shall not present or vote more than one list evenif through third parties or by means of trust companies. Each candidate shallpresent only one list subject to ineligibility.

 

The appointment of the statutory auditors shall occur according to thefollowing criteria:

 

(i) two regular Auditors and one alternate Auditors shall be takenfrom the list which have obtained the highest number of votes (hereinafter“Majority List”), on the basis of the descending numerical order by means ofwhich the candidates are listed;

 

(ii) a regular Auditor, which will be also the Chairman of theBoard of the Statutory Auditors (hereinafter “Minority Statutory Auditor”), andone alternate Auditor (hereinafter “Alternate Minority Statutory Auditor”)shall be taken from the second list which has obtained the highest number ofvotes and which shall not be connected in any manner with the shareholders whohave presented or voted Majority List pursuant to applicable law (hereinafter“Minority List”) on the basis of the descending numerical order by means ofwhich the candidates are listed. In case of an equal number of votes among thelists, the list presented by the shareholders holding the major shareholdinginterests at the time of filing, or in second instance, the list presented bythe shareholders who owned the major number of shareholders interests shallprevail.

 

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If only one list is submitted, the shareholders’ meeting shall vote onit and, if the same list obtains the majority of the voting persons, withoutincluding those abstaining from voting, all the candidates included in suchlist shall be appointed. In such case the Chairman of the Board of theStatutory Auditors shall be the first regular statutory auditor.

 

In the case no list is submitted or in case for any reason the numberof candidates is not sufficient, the Statutory Auditors and eventually, if thecase, the Chairman shall be appointed by the shareholders’ meeting with the quorumprovided by law.

 

If, for any reason, the Majority Statutory Auditors shall cease hisoffice, such person will be substituted by the Alternate Statutory Auditorstaken by the Majority List.

 

If, for any reason, the Minority Statutory Auditor shall cease hisoffice, such person will be substituted by the Alternate Statutory Auditorstaken by the Minority List.

 

When the shareholders’ meeting is called to appoint new members of theBoard of Statutory Auditors in substitution of statutory auditors appointed bythe Minority List, if provided by applicable law, such resolution shall beapproved with simple majority not including votes of the shareholders who,pursuant to the communications made in compliance with applicable law, own,even if indirectly or jointly with other shareholders who entered ashareholders agreement ex article 122 of the legislative decree no. 58/98, themajority of votes exercisable in the meeting as well as of the shareholderscontrolling, controlled or subject to joint control of the same shareholders.In any case the new Minority Statutory Auditor shall be appointed also asChairman.

 

The Board of Statutory Auditors can meet by video or teleconference inaccordance with the provisions of article 21, paragraph 4 of these By-Laws.

 

**Article 28)****-**The accounting audit of the Company isperformed by an independent auditor appointed by the general Meeting ofstockholders, which shall serve for nine fiscal years until the date of thestockholder’s meeting called to approve the financial statements of the ninthfinancial year following the appointment, and its fee is fixed by the generalMeeting of stockholders.

 

The duties, responsibilities and obligations in connection with theappointment of the independent auditor are provided by law.

 

**Article 29) -**Theactivity performed by the independent auditor shall be recorded in a book keptat the principal place of business of the Company.

 

**TITLE VIFINANCIAL STATEMENTS AND PROFITS**

 

**Article 30)**-The Company’s fiscal year shall end on December 31 (thirty-one) of eachyear. At the end of each fiscal year the Board prepares the financialstatements to be drafted in accordance with law provisions.

 

Upon approval of the financial statements, the shareholders’ meetingresolves on the distribution of profits, in compliance with provisions of thelaw and consistently with the Company’s needs.

 

The Board of Directors may resolve to make early distributions ofdividends in the cases and according to the terms and conditions established byarticle 2433 *bis* of the ItalianCivil Code and article 158 of Legislative Decree no. 58/1998.

 

Dividends which are not collected within five years from the day inwhich they become available shall prescribe in favor of the Company.

 

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**TITLE VIIWINDING UP- GENERAL PROVISIONS**

 

**Article 31)** -Inthe event the Company winds-up, the extraordinary stockholders’ meeting shalldetermine the winding up procedure and appoint and establish the powers of oneor more liquidators.

 

**Article 32)**-The Company may, pursuant to article 1891 Civil Code, at its expense, obtainan insurance policy for the civil liability of Directors and StatutoryAuditors, in all cases within articles 2392, 2393, 2393bis, 2394, 2395 and 2407of the Civil Code, in the interest and on behalf of whom will hold such offices.

 

The Stockholders meeting will establish the primary insurance companywhich will provide the insurance policy and the limit of liability.

 

**Article 33)** -Current provisions of law and of regulations shall apply to any matters notexpressly mentioned in these By-Laws.

 

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