**Exhibit 1.2**

 

**BY-LAWS OF THE COMPANY**

 

***LUXOTTICA GROUP S.p.A***

 

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

 

**Article 1)** -A public corporation isestablished under the name “***LUXOTTICAGROUP S.p.A.****”*

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**Article 2)** -The Company’s registeredoffice shall be located in Milan.

 

TheBoard of Directors shall have the authority to establish, change and close,both in Italy and abroad, sub-offices, branches, agencies and subsidiaries ofany kind.

 

**Article 3)** -The Company shall have thefollowing purposes:

 

a)acquisition and management of shareholdings in other companies or entities, inItaly and abroad, on its own account and not directed towards the public;

 

b)financing and financial and managerial coordination of companies or entities inwhich it participates, such as, without limitation: the coordination ofoperating strategies, investment programs and development plans; management offinancial policies for the companies of the Group; promotion and researchactivities; use of technological assets, the name and trademarks for thebenefit of the companies in which interests are held or for third parties;personnel administration and management, both for operational and disciplinarypurposes, and, in general, the exercise of the typical functions of a holdingcompany of which is demanded the unified approach and operating efficiencynecessary for the rationalization of management, cost reduction and the mosteffective possible action in achieving the corporate purposes both in Italy andabroad;

 

c)purchase and sale of public and private securities, not to the public, that areinstrumental to the achievement of the Company’s purpose; the holding andmanagement of the same;

 

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

 

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

 

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

 

TheCompany may also perform any other industrial, commercial or financialtransaction, not directed towards the public in general, concerning movables orimmovables, in favor and in the interest of the Companies of the Group.

 

**Article 4)** -The duration of theCompany is established up to and including December 31, 2050.

 

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**TITLE IISTOCK CAPITAL**

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**Article 5) -**The capital stock amounts toEURO 27,810,973.98 and is divided into 463,516.233 common shares of nominalvalue, EURO 0.06 each. The Meeting held on March 10, 1998 resolved to increasethe stock capital, in one or more installments, until March 31, 2011, up to amaximum amount of Lire 1,225,000,000 (one billion two hundred and twenty fivemillion Lire) through the issuance of new common shares to be offered forsubscription exclusively to employees of the Company and/or its subsidiaries.

 

Atthe expiration date, the capital stock will be considered increased by anamount equal to the capital subscription obtained.

 

TheMeeting held on June 26, 2001, at which the capital stock was converted intoEURO, stated that on June 13, 2001 the increased capital was subscribed for atotal amount of 182,646,700 Lire and, therefore, it can be further subscribedfor a maximum amount of 1,042,353,300 Lire which, converted into EURO, equalsup to EURO 538,330.55.

 

TheSeptember 20, 2001 Meeting resolved to further increase the capital stock inone or more installments, until March 31, 2017, up to a maximum amount of EURO660,000 (six-hundred sixty thousand) through the issuance of new common sharesto be offered for subscription exclusively to employees of the Company and/orof its subsidiaries. At the expiration date, the capital stock will beconsidered increased by an amount equal to the subscriptions obtained.

 

TheMeeting held on June 14, 2006, resolved to further increase the capital stock,in one or more installments, until June 30, 2021, up to a maximum of EURO1,200,000 through the issuance of new common shares to be offered forsubscription exclusively to employees of the Company and/or of itssubsidiaries. At the expiration date, the capital stock will be consideredincreased by an amount equal to the capital subscription obtained.

 

Pursuantto the above-mentioned increases in capital, a total amount of 13,016,233shares have been subscribed.

 

TheCompany may issue convertible and non-convertible bonds.

 

**Article 6)** -The stock is freelytransferable.

 

**Article 7)** -The payment of the stocknot fully paid-up will be called up by the Board of Directors according to theterms and conditions it shall deem appropriate.

 

**TITLE IIIMEETING OF STOCKHOLDERS**

 

**Article 8)**-The duly constitutedMeeting of stockholders represents all the stockholders and its resolutions, adoptedaccording to the law and to the present By-Laws, and binds all stockholders,albeit absent or dissenting.

 

**Article 9)** -Each stockholder isentitled to one vote for each share of capital stock held or represented.

 

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

 

Themeeting for approval of the financial statements shall be convened inaccordance with Italian law in force from time to time.

 

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

 

Such written notice shall be published in theGazzetta Ufficiale della Repubblica Italiana, or, alternatively, in one of 

 

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the following daily newspapers:  “Il Sole 24Ore,” “IlCorriere della Sera” or “la Repubblica.”

 

**Article 12)** -Those stockholders whohave sent the Company a notice by the intermediary keeping the relevantaccounts, pursuant to art. 2370 of the Italian Civil Code, no later than twoworking days before the date scheduled for each meeting, shall be entitled toattend the Meeting.

 

Theshares for which notice of attendance of the Meeting was given may not betransferred before the meeting has taken place.

 

Eachstockholder having the right to attend the meeting may authorize another personto act for him by a written proxy according to the law.

 

TheChairman of the meeting, who may avail himself of ad hoc assistants, shallverify that the meeting is duly convened, check the identity and right ofparticipation of the attendees, run the course of the meeting and attest to theresults of the voting.

 

**Article 13)** -The meeting ofstockholders shall be presided over by the Chairman of the Board of Directorsor by one of the Managing Directors or, in their absence, by a person appointedby a vote of the majority of those in attendance.

 

Themeeting of stockholders shall appoint a Secretary, who is not required to be astockholder himself. The Secretary’s assistance is not required when a Notaryis designated to draft the minutes of the meeting.

 

Unlessotherwise provided for by mandatory rules, all resolutions shall be approved byopen vote.

 

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

 

**Article 15)** -Provided what is set forthin Article 12 of these By-Laws, any stock owned by the Directors attending themeeting or by stockholders who for any reason will abstain from voting, shallbe taken into account in calculating the stock capital required for thevalidity of the resolutions, save what is set forth in the last paragraph of Article2368 c.c.

 

**Article 16)** -The resolutions of themeeting will be transcribed in minutes, drawn up according to the law andrecorded in the minute book.

 

Theminutes shall be signed by the Chairman and the Secretary. The Minutes of theextraordinary meetings shall be drawn up by a Notary.

 

**TITLE IVMANAGEMENT**

 

**Article 17)** -The Company is governed bya Board of Directors consisting of not less than five and not more than fifteenmembers, appointed after the exact number has been determined by the Meeting ofstockholders.

 

Pursuantto article 147-*ter*, subparagraph 4, legislativedegree no. 58/1998, at least one director, or in the event the Board iscomposed of more than 7 members, then at least two directors, must fulfill thenecessary requirements to be 

 

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considered“independent” (hereinafter “Independent Director in accordance with article 147-*ter*”).

 

Directorsare appointed by the Meeting of stockholders pursuant to lists submitted by thestockholders, which shall set forth not more than fifteen candidates, listed indescending numerical order.

 

Eachcandidate may not appear on more than one list, or he shall be ineligible.

 

Incase multiple lists are submitted, they shall not be related in any way; evenindirectly. Therefore, each stockholder may not submit or contribute to submit,by means of trust or proxy, more than one list.

 

Moreover,stockholders falling within the following categories may submit or contributeto submitting only one list: a) parties to a stockholders’ agreement relatingto the Company’s shares; b) a person or a company and its controlled companies;c) jointly controlled companies; d) a company and its directors or chiefexecutive officers.

 

Incase a stockholder violates these rules, such stockholder’s vote, with respectto any of the submitted lists, will not be taken into account.

 

Alist for the appointment of directors can be presented only by thosestockholders who, at the time of the presentation of the list, hold an interestat least equal to that determined by Consob, pursuant to article 147-*ter* subparagraph 1 legislative decree 58/98.

 

Thelists, signed by the stockholders submitting them, together with theprofessional CVs of the candidates, shall be filed at the registered office ofthe Company at least fifteen days prior to the first meeting of stockholders,jointly with the certification from which the title of the participation can beinferred.

 

Withinthe above term, each candidate shall file a statement declaring that he/sheaccepts his/her candidacy, confirming, under his/her own responsibility, thatthere are no grounds in accordance with law or regulation for his/herineligibility or incompatibility and that he/she meets any requirementsprescribed in the respective lists.

 

Thelist of the candidates shall be made public according to the terms andmodalities established by the regulation in force from time to time.

 

Eachlist shall contain and expressly name at least one Independent Director inaccordance with article 147-*ter* within thefirst seven candidates named in the list but if the list is composed of morethan seven candidates, such list shall contain and expressly name a secondIndependent Director in accordance with article 147-*ter*.

 

Ifappropriate, 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.

 

Atthe end of the voting, the candidates from the two lists that have obtained thehighest number of  votes will be elected,according to the following criteria:

 

(a)all members of the Board, up to the number of members of the Board previouslydetermined by the Meeting of stockholders less one, will be elected from thelist which obtains the most votes (hereinafter, “Majority List”).

 

Suchcandidates will be appointed in the numerical order they appear on the list.

 

(b)One director shall be the candidate listed first on the list which has obtainedthe second highest number of votes and which is not connected, even indirectly,with the stockholders who have presented or voted for the Majority List 

 

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accordingto the applicable provisions (hereinafter, “Minority List”). However, if, for aboard composed of no more than seven members, an Independent Director inaccordance 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 firstIndependent Director in accordance with article 147-*ter*indicated in the Minority List shall be elected instead of the first candidateindicated in the Minority List.

 

Thelists which have not reached a percentage of votes at least equal to half ofthat requested for the presentation of the same shall not be considered.

 

Thefirst candidate listed on the Majority List will be appointed as Chairman ofthe Board of Directors.

 

Inthe 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.

 

Ifonly one list was submitted, the Meeting of stockholders will cast its votes onit and, if the list gets a simple majority, the candidates listed in descendingnumerical order will be elected as directors, until the requisite number, asdetermined by the Meeting of stockholders, is reached, subject to theobligation of the stockholders’ meeting to appoint a minimum number ofIndependent Directors in accordance with article 147-*ter*.The candidate listed first on the Majority List will be elected as Chairman ofthe Board of Directors.

 

Ifthere are no lists, the Board of Directors will be appointed by the Meeting ofstockholders with such majorities as required by law.

 

TheIndependent Directors in accordance with article 147-*ter*,indicated as such at the time of their appointment, shall inform the Company inthe event that they no longer satisfy the independence and integrityrequirements, or should unexpected occurrences result in ineligibility orincompatibility.

 

Shouldone or more directors leave office for any reason, they will be freely replacedaccording to the provisions of article 18 below, subject to the obligation tomaintain a minimum number of Independent Directors ex article 147-*ter* as provided by law.

 

**Article 18)**-Directors shall serve for aperiod of three years and their terms shall expire on the date of the meetingof stockholders called for the approval of the balance sheet related to thelast year of their term, and they can be re-elected at such time.

 

Wheneverthere is a vacancy among the Directors during the fiscal year, the otherdirectors shall provide for their substitutions by resolution approved by theBoard of Statutory Auditors, provided that the majority is composed ofdirectors appointed by the meeting of stockholders.

 

TheDirectors so appointed will hold office until the following meeting of stockholders,which will be called to reappoint them, to supplement the Board by appointingother directors or to reduce the number of directors.

 

Thedirectors appointed by the Meeting of stockholders will hold office until theend of the term of office of the directors who were in office when they wereappointed.

 

Shouldthe majority of Directors appointed by the meeting of stockholders leaveoffice, the entire Board terminates its duty; the Directors still in officeshall timely call a meeting to appoint the new Board.

 

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**Article 19)** -If the meeting ofstockholders did not appoint the Chairman in compliance with article 17 above,the Board shall appoint a Chairman from among its members and, if it deems itconvenient, it will also appoint a Deputy Chairman.

 

TheBoard may also appoint and determine the powers of one or more ManagingDirectors.

 

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

 

Thefunctions 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 one or more Committeesand give to such Committees those powers as it considers appropriate, not theleast in order to implement codes of conduct drawn up by companies managingregulated markets or industry associations.

 

TheCompany’s managing bodies have a duty to timely report to the Board ofDirectors and the Board of Statutory Auditors, at least****quarterly, on the general business trend,the modalities of exercise of the proxies conferred and the most relevanttransactions from an economic, financial and balance sheet point of view, madeby the Company and its subsidiaries.

 

TheBoard may also appoint and determine the duties of a Secretary, who does notneed to be a member of the Board.

 

Moreover,the Board will—by such ordinary majorities as provided for by these By-laws—appointthe executive in charge of drawing up corporate accounting records, subject tothe mandatory but not binding opinion of the Board of Statutory Auditors,pursuant to art. 154-*bis* ofLegislative Decree No. 58/1998, and will give him/her adequate powers andresources to exercise the duties attributed to him/her by law. The executive incharge of preparation of the corporate and accounting records shall have thefollowing professional qualifications: qualified experience in administrationand control, or in the performance of executive or consultancy functions atpublicly traded companies and/or at a related group of companies of materialsize and importance also with reference to the functions of drafting andcontrol of corporate and accounting records

 

**Article 20)** -A meeting of the Board maybe called by the Chairman or by any Managing Director at any time he or shedeems it appropriate or when requested by at least two members of the Board orby one member of the Board of Statutory Auditors. The Board Meetings shall be heldat either the principal place of business of the Company or at any other placedetermined by the Chairman or by any Managing Director, who shall alsoestablish the agenda of the meeting, oversee the work thereof, and ensure thatthe Directors are adequately informed regarding the items to be discussed atthe meeting.

 

Writtennotice of each meeting of the Board shall be given by telex, facsimile, letter,telegram or electronic mail, with return receipt at least three days in advanceof the meeting. In case of urgency, such term may be reduced to one day.

 

Regardlessof the observance of the foregoing requirements, the Board shall be deemed dulyconvened if all Directors and Statutory Auditors holding office are present orparticipate in such meeting by means of video or telephone conference**.**

 

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

 

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TheBoard is presided over by the Chairman of the Board or, in his absence, by anyManaging Director or by a Director designated by those in attendance.

 

TheSecretary, if not already appointed by the Board, will be designated by theChairman for the sole purposes of the meeting in progress.

 

Themeetings of the Board of Directors may also be held by means of video ortelephone conference, so long as all members participating in such meetings areduly identified and can follow the discussions and participate therein. TheBoard of Directors’ meetings will be deemed to be held where the Chairman andthe Secretary of the meeting are located, in order to ensure the signing of theminutes and their filing in the minute book.

 

Theperson who presides over the Board meeting oversees the work of the Board andis responsible for providing the Directors with adequate information regardingthe items on the agenda and the nature, confidentiality and urgency of thematters.

 

**Article 22)** -The Board validly resolvesby the absolute majority of the Directors present at the meeting orparticipating by video or telephone conference. In the event of a tie vote, the vote of the presiding officer shallprevail. Minutes of the Board meeting will be prepared and kept in the minutebook, signed by both the Chairman of the meeting and by the Secretary.

 

**Article 23)** -The management of theCompany is entrusted to the Board of Directors which adopts all resolutionsnecessary to implement the Company’s object, except those resolutions expresslyreserved by law to the Meeting of stockholders.

 

Subjectto the concurrent competence of the extraordinary Meeting of stockholders, theBoard shall also have authority over resolutions in connection with mergers anddemergers in accordance with Articles 2505 and 2505 *bis* and 2506-*ter*ofthe Civil Code, the establishment or termination of branches, the determinationof which Directors shall be entrusted with the power of representing theCompany, the reduction of the outstanding capital stock in the event ofwithdrawal of a stockholder, the amendment of the By-Laws to comply with legalrequirements, and the transfer of the principal place of business within thenational territory.

 

Inaddition, the Board has authority over the issuance of convertible bonds inaccordance with art. 2420-*ter* ofthe Civil Code.

 

TheBoard of Directors can further appoint, dismiss, and determine the powers ofmanagers and attorneys-in-fact for specific matters or categories of matters.

 

TheBoard of Directors shall have exclusive authority with respect to the followingmatters:

 

1)defining the general investment and development plans and the goals of theCompany and of the Group;

 

2)determining the budget of the Company;

 

3)defining the financial programs and approving any indebtedness of the Companyexceeding 18 months;

 

4)approving strategic transactions

 

TheDirectors shall report to the other directors or to the Board of StatutoryAuditors with regard to those transactions 

 

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involvingan interest on their own account or on account of third parties, or influencedby the company who exercises the power of direction and coordination on itssubsidiaries.

 

**Article 24)** -The Company is representedby the Chairman of the Board of Directors to whom authority is granted, bymeans of free signature, to implement all the Board of Directors’ resolutions,unless otherwise provided. The President shall represent the Company before anyCourt and has the authority to file lawsuits or administrative or judiciary petitionsin connection with any jurisdictional degree or phase, including actions forrevocation or before the supreme court, and to appoint, for such purposes,counsels.

 

TheCompany is further represented by the Managing Directors and the persons appointedby the Board for specific matters or category of matters, within the limits ofthe powers entrusted to them.

 

**Article 25)** -The members of the Boardof Directors and of the Executive Committee are entitled to compensation to bedetermined in the resolution of appointment or by the meeting of thestockholders. The compensation of Directors holding particular offices ormembers of the committees appointed by the Board of Directors shall be fixed bythe Board of Directors upon receiving the advisory opinion of the Board ofStatutory Auditors.

 

Themembers of the Board of Directors are, in any event, entitled to reimbursementof the expenses incurred by reason of their office.

 

**Article 26)** -The Directors shall not bepersonally liable for the obligations of the Company and have no otherliability except as provided by law.

 

**TITLE VAUDITORS**

 

**Article 27)**-The Board of StatutoryAuditors consists of three regular Auditors and two alternate Auditorsappointed by the Stockholders and who may be re-elected. The requirements,powers, duties and length of office are those established by law. Auditorsshall serve for a period of three fiscal years and their terms shall expire onthe date of the Meeting of stockholders called for the approval of the balancesheet relating to the third fiscal year following their appointment.  The amount of their consideration isdetermined by the stockholders’ meeting.

 

StatutoryAuditors shall have the qualifications provided by law or applicableprovisions.

 

Theprofessional qualifications of the Statutory Auditors, the subjects and thefields of activity strictly concerning the Company activity are those indicatedin article 3 above. The limits regarding the plurality of administration andcontrol offices, provided by Consob regulation, shall be applicable to theStatutory Auditors.

 

Subjectto mandatory law or regulation, the Board of Statutory Auditors shall beappointed by the general meeting of stockholders on the basis of listspresented by stockholders pursuant to the procedures indicated hereinafter.

 

Theappointment of one regular statutory Auditor, as Chairman, and of one alternatestatutory Auditor shall be reserved for the minority – which is not part, evenindirectly, of the relationship to be considered pursuant to article 148,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 

 

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Boardof Statutory Auditors, except in case of replacement of members as indicatedbelow.

 

Alist for the appointment of statutory Auditors can be presented by thosestockholders who, alone or jointly with other presenting stockholders, at thetime of the presentation of the list, hold a stockholders’ interest equal tothat determined by Consob pursuant to article 147-*ter*subparagraph 1 legislative decree 58/98.

 

Thelists shall be filed at the registered office of the Company at least fifteendays prior to the meeting of stockholders called for the appointment of theStatutory Auditors.

 

Thelists shall indicate the name of one or more candidates to be appointed asregular Auditors and alternate Auditors.

 

Thename of each candidate shall be marked in a descending numerical order in eachsection (section of regular Auditors and section of alternate Auditors) and thecandidates listed shall not be more than the members of the body to beappointed.

 

Thelists shall further include, even as per attachments:

 
| (i)    | information related to the identity of the stockholders who have  filed the list, indicating the percentage of their combined stockholding and  a document giving evidence of the lawful title of their stockholding;                                                                                       |
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|   |                                                                                                                                                                                                                                                                                                        |
| (ii)   | representations of stockholders different from the ones who hold,  separately or jointly, stockholding interests of control or of simple  majority, stating the lack of relationship as per section 114 —quinquies of  Regolamento Emittenti                                                           |
|   |                                                                                                                                                                                                                                                                                                        |
| (iii)  | exhaustive information on personal and professional qualifications of  each candidate as well as a declaration of the candidate confirming the  existence of the qualifications provided by law, the acceptance of the office  jointly with the administration and control offices held in other companies. |

 

Inthe event that only one list is submitted or, only lists by stockholdersconnected pursuant to applicable law are submitted as of the last day providedfor the presentation of such lists, it is possible to present list until thefifth day following such date. In such case the above thresholds, provided forthe presentation of the lists, shall be reduced by half.

 

Astockholder cannot submit and vote more than one list, even if through thirdparties or by means of trust companies. Stockholders belonging to the samegroup and stockholders signing a stockholders’ agreement regarding the sharesof the listed company shall not present or vote more than one list even ifthrough third parties or by means of trust companies. Each candidate shallpresent only one list subject to ineligibility.

 

Theappointment of the statutory auditors shall occur according to the followingcriteria:

 

(i)two regular Auditors and one alternate Auditor shall be taken from the listwhich has obtained the highest number of votes (hereinafter “Majority List”),on the basis of the descending numerical order by means of which the candidatesare listed;

 

(ii)a regular Auditor, which will be also the Chairman of the Board of theStatutory Auditors (hereinafter “Minority Statutory Auditor”), and onealternate Auditor (hereinafter “Alternate Minority Statutory Auditor”) shall betaken from the second list which has obtained the highest number of votes andwhich shall not be connected in any manner with the stockholders who havepresented 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 stockholders holding the major stockholdinginterests at the time of 

 

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filing,or in second instance, the list presented by the stockholders who owned themajor number of stockholders’ interests shall prevail.

 

Ifonly one list is submitted, the stockholders’ meeting shall vote on it and, ifthe same list obtains the majority of the voting persons, without includingthose abstaining from voting, all the candidates included in such list shall beappointed. In such case the Chairman of the Board of the Statutory Auditorsshall be the first regular statutory auditor.

 

Incase no list is submitted or in case for any reason the number of candidates isnot sufficient, the Statutory Auditors and eventually, if the case, theChairman shall be appointed by the stockholders’ meeting with the quorumprovided by law.

 

If,for any reason, the Majority Statutory Auditors shall cease his office, suchperson will be substituted by the Alternate Statutory Auditors taken from theMajority List.

 

If,for any reason, the Minority Statutory Auditor shall cease his office, suchperson will be substituted by the Alternate Statutory Auditors taken from theMinority List.

 

Whenthe stockholders’ meeting is called to appoint new members of the Board ofStatutory Auditors in substitution of statutory auditors appointed by theMinority List, if provided by applicable law, such resolution shall be approvedwith simple majority not including votes of the stockholders who, pursuant tothe communications made in compliance with applicable law, own, even ifindirectly or jointly with other stockholders who entered a stockholdersagreement ex article 122 of the legislative decree no. 58/98, the majority ofvotes exercisable in the meeting as well as of the stockholders controlling,controlled or subject to joint control of the same stockholders. In any casethe new Minority Statutory Auditor shall be appointed also as Chairman.

 

TheBoard of Statutory Auditors can meet by video or teleconference in accordancewith the provisions of article 21, paragraph 4 of these By-Laws.

 

**Article 28)****-**The accounting audit of the Company is performed by anindependent auditor appointed by the general Meeting of stockholders, whichshall serve for nine fiscal years until the date of the stockholders’ meetingcalled to approve the financial statements of the ninth financial yearfollowing the appointment, and its fee is fixed by the general Meeting ofstockholders.

 

Theduties, responsibilities and obligations in connection with the appointment ofthe independent auditor are provided by law.

 

**Article 29) -**The activity performed bythe independent auditor shall be recorded in a book kept at the principal placeof business of the Company.

 

**TITLE VIFINANCIAL STATEMENTS AND PROFITS**

 

**Article 30)** -The Company’s fiscal yearshall end on December 31 (thirty-one) of each year. At the end of each fiscalyear the Board prepares the financial statements to be drafted in accordancewith law provisions.

 

Uponapproval of the financial statements, the stockholders’ meeting resolves on thedistribution of profits, in 

 

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compliancewith provisions of the law and consistently with the Company’s needs.

 

TheBoard of Directors may resolve to make early distributions of dividends in thecases and according to the terms and conditions established by article 2433-*bis* of the Italian Civil Code and article158 of Legislative Decree no. 58/1998.

 

Dividendswhich are not collected within five years from the day in which they becomeavailable shall prescribe in favor of the Company.

 

**TITLE VIIWINDING UP- GENERAL PROVISIONS**

 

**Article 31)** -In the event the Companywinds-up, the extraordinary stockholders’ meeting shall determine the windingup procedure and appoint and establish the powers of one or more liquidators.

 

**Article 32)** -The Company may, pursuantto article 1891 Civil Code, at its expense, obtain an insurance policy for thecivil liability of Directors and Statutory Auditors, in all cases withinarticles 2392, 2393, 2393-*bis*, 2394, 2395and 2407 of the Civil Code, in the interest and on behalf of whom will holdsuch offices.

 

TheStockholders’ meeting will establish the primary insurance company which willprovide the insurance policy and the limit of liability.

 

**Article 33)** - Current provisions of lawand of regulations shall apply to any matters not expressly mentioned in theseBy-Laws.

 

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