**Exhibit 1.2**

**Amendedand Restated By-laws of Luxottica Group S.p.A. (Unofficial English Translation)**

**TITLEICOMPANY’S NAME – REGISTERED OFFICE – PURPOSE–DURATION**

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

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

The Board of Directorsshall have the authority to establish, change and close, both in Italy andabroad, sub-offices, branches, agencies and subsidiaries of any kind.

**Article 3)**-The Company shall have the following purposes:

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

b) financing andfinancial and managerial coordination of companies or entities in which itparticipates, such as, without limitation: the coordination of operatingstrategies, investment programs and development plans; management of financialpolicies for the companies of the Group; promotion and research activities; useof technological assets, the name and trademarks for the benefit of thecompanies in which interests are held or for third parties; personneladministration and management, both for operational and disciplinary purposes,and, in general, the exercise of the typical functions of a holding company ofwhich is demanded the unified approach and operating efficiency necessary forthe rationalization of management, cost reduction and the most effectivepossible action in achieving the corporate purposes both in Italy and abroad;

c) purchase and sale ofpublic and private securities, not to the public, that are instrumental to theachievement of the company’s purpose; the holding and management of the same;

d) granting of warrantiesand sureties, and the assumption of joint and several obligations in theinterest of companies of the Group;

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

f) sale, also oncommission, in Italy and abroad, of frames for optical glasses, sunglasses andproducts of the eyewear field.

The Company may alsoperform any other industrial, commercial or financial transaction, not directedtowards the public in general, concerning tangible and intangible assets, infavor and in the interest of the Companies of the Group.

**Article 4)**-The duration of the Company is established up to and includingDecember 31, 2050. 

**TITLEIISTOCK CAPITAL**

**Article 5)-**The capital stock amounts to EURO 27,682,802.10 and is dividedinto 461,380,035 common shares of nominal value, EURO 0.06 each. The Meetingheld on March 10, 1998 resolved to increase the stock capital, in one ormore installments, until March 31, 2011, up to a maximum amount of Lire1,225,000,000 (one billion two hundred and twenty five million) through theissuance of new common shares to be offered for subscription exclusively toemployees of the company and/or its subsidiaries.

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

----

 

The Meeting held onJune 26, 2001, at which the capital stock was converted into EURO, statedthat on June 13, 2001 the increased capital was subscribed for a totalamount of 182,646,700 Lire and, therefore, it can be further subscribed for amaximum amount of 1,042,353,300 Lire which, converted into EURO, equals up toEURO 538,330.55.

The September 20,2001 Meeting resolved to further increase the capital stock in one or moreinstallments, until March 31, 2017, up to a maximum amount of EURO 660,000(six-hundred sixty thousand) through the issuance of new common shares to beoffered for subscription 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 subscriptions obtained.

The Meeting held onJune 14, 2006, resolved to further increase the capital stock, in one ormore installments, until June 30, 2021, up to a maximum of EURO 1,200,000through the issuance of new common shares to be offered for subscriptionexclusively to employees of the Company and/or of its subsidiaries. At theexpiration date, the capital stock will be considered increased by an amountequal to the capital subscription obtained.

Pursuant to theabove-mentioned increases in capital, a total amount of 10,880,035 shares havebeen subscribed. 

The Company may issueconvertible and non-convertible bonds.

**Article 6)**-The stock is freely transferable.

**Article 7)**-The payment 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.

**TITLEIIIMEETING OF STOCKHOLDERS**

**Article 8)**-The duly constituted Meeting of stockholders represents allthe stockholders and its resolutions, adopted according to the law and to thepresent by-laws, and binds 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  anywhere in Italy, orin any member state of the European Union or in the United States of America.

Since the Company has toprepare the consolidated financial statements, the meeting for approval of thefinancial statements shall be convened within 180 days after the closing of thefiscal year.

**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.

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

The shares for whichnotice of attendance of the Meeting was given may not be transferred before themeeting has taken place.

Each stockholder havingthe right to attend the meeting may authorize another person to act for him bya written proxy according to the law.

The Chairman of themeeting, who may avail himself of ad hoc assistants, shall verify that themeeting is duly convened, check the identity and right of participation of theattendees, run the course of the meeting and attest to the results of thevoting.

----

 

**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 ofstockholders shall appoint a Secretary, who is not required to be a stockholderhimself. The Secretary’s assistance is not required when a Notary is designatedto draft the minutes of the meeting.

Unless otherwise providedfor by mandatory rules, all resolutions shall be 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 besigned by the Chairman and the Secretary. The Minutes of the extraordinarymeetings shall be drawn up by a Notary.

**TITLEIVMANAGEMENT**

**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 toarticle 147-*ter*, subparagraph 4, legislative degreeno. 58/1998, at least one director, or in the event the Board is composed ofmore than 7 members, then at least two directors, must fulfill the necessaryrequirements to be considered “independent” (hereinafter “Independent Director  in accordance with article 147-*ter*”).

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

Each candidate may notappear on more than one list, or he shall be ineligible.

In case multiple lists aresubmitted, they shall not be related in any way; even indirectly.  Therefore, each stockholder may not submit orcontribute to submit, by means of trust or proxy, more than one list.

Moreover, stockholdersfalling within the following categories may submit or contribute to submitting onlyone list: a) parties to a stockholders’ agreement relating to the Company’sshares; b) a person or a company and its controlled companies; c) jointlycontrolled companies; d) a company and its directors or chief executiveofficers.   

In case a stockholderviolates these rules, such stockholder's vote, with respect to any of thesubmitted lists, will not be taken into account. 

A list for theappointment of directors can be presented only by those shareholders who, at thetime of the presentation of the list, hold an interest at least equal to thatdetermined by Consob, pursuant to article 147-*ter*subparagraph 1 legislative decree 58/98. 

The lists, signed by thestockholders submitting them, together with the professional CVs of thecandidates, shall be filed at the registered office of the Company at leastfifteen days prior to the first meeting of stockholders, jontly with thecertification from which the title of the participation can be inferred.

Within the above term,each candidate shall file a statement declaring that he/she accepts his/her candidacy,confirming, under his/her own responsibility, that there are no grounds inaccordance with law or regulation for his/her ineligibility or incompatibilityand that he/she meets any requirements prescribed in the respective lists.

----

** **

The list of thecandidates shall be made public according to the terms and modalitiesestablished by the regulation in force from time to time.

Each list shallcontain and expressly name at least one Independent Director in accordance witharticle 147-*ter* 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 147-*ter*.

If appropriate, each listmay also expressly name directors having the requirements of independence asprovided for by the codes of conduct drawn up by companies managing regulatedmarkets or industry associations.

At the end of the voting,the candidates from the two lists that have obtained the highest number ofvotes will be elected, according to the following criteria:

(a) all members of theBoard, up to the number of members of the Board previously determined by theMeeting of stockholders less one, will be elected from the list which obtainsthe most votes (hereinafter, “Majority List”) . 

Such candidates will beappointed in the numerical order they appear on the list. 

(b) One directorshall be the candidate listed first on the list which has obtained the secondhighest number of votes and which is not connected, even indirectly, with theshareholders who have presented or voted for the Majority List according to theapplicable provisions (hereinafter, "Minority List"). However, if,for a board composed of no more than seven members, 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 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.

The lists which havenot reached a percentage of votes at least equal to half of that requested forthe presentation of the same shall not be considered. 

The first candidatelisted on the Majority List will be appointed as Chairman of the Board ofDirectors.

In the event of a tiewith respect to the top two lists, the Meeting of stockholders will proceed totake a new vote on only the top two lists.

If only one listwas submitted, the Meeting of stockholders will cast its votes on it and, ifthe list gets a simple majority, the candidates listed in decending numericalorder will be elected as directors, until the requisite number, as determinedby the Meeting of stockholders, is reached, subject to the obligation of theshareholders' meeting to appoint a minimum number of Independent Directors inaccordance with article 147-*ter*. Thecandidate listed the first on the Majority List will be elected as Chairman of the Board of Directors.

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

The Independent Directorsin 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.

Should one or moredirectors leave office for any reason, they will be freely replaced accordingto the provisions of article 18 below, subject to the obligation to maintain aminimum number of Independent Directors ex article 147-*ter*as provided by law.

**Article 18)**-Directors shall serve for a period of three years and theirterms shall expire on the date of the meeting of stockholders called for theapproval of the balance sheet related to the last year of their term, and theycan be re-elected at such time.

----

 

Whenever there is avacancy among the Directors during the fiscal year, the other directors shallprovide for their substitutions by resolution approved by the Board ofStatutory Auditors, provided that the majority is composed of directorsappointed by the meeting of stockholders.

The Directors soappointed will hold office until the following meeting of stockholders, whichwill be called to reappoint them, to supplement the Board by appointing otherdirectors or to reduce the number of directors.

The directors appointedby the Meeting of stockholders will hold office until the end of the term ofoffice of the directors who were in office when they were appointed.

Should the majority ofDirectors appointed by the meeting of stockholders leave office, the entireBoard terminates its duty; the Directors still in office shall timely call ameeting to appoint the new Board.

**Article 19)**-If the 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 alsoappoint and determine the powers of one or more Managing Directors .

The Board may delegatesome of its functions to an Executive Committee. The Executive Committee iscomposed of a minimum of five and a maximum of seven members of the Board.

The functions set forthin articles 2420-*ter*, 2423,2443, 2446, 2447, 2501-*ter* and2506-*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.

The Company’s managingbodies 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 alsoappoint and determine the duties of a Secretary, who does not need to be amember of the Board.

Moreover, the Boardwill—by such ordinary majorities as provided for by these by-laws—appoint theexecutive in charge of drawing up corporate accounting records, subject to themandatory but not binding opinion of the Board of Statutory Auditors, pursuantto article 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 may be called by the Chairman or by any ManagingDirector at any time he or she deems it appropriate or when requested by atleast two members of the Board or by one member of the Board of StatutoryAuditors. The Board Meetings shall be held at either the principal place ofbusiness of the Company or at any other place determined by the Chairman or byany Managing Director, who shall also establish the agenda of the meeting,oversee the work thereof, and ensure that the Directors are adequately informedregarding the items to be discussed at the meeting.

Written notice of eachmeeting of the Board shall be given by telex, facsimile, letter, telegram orelectronic mail, with return receipt at least three days in advance of themeeting. In case of urgency, such term may be reduced to one day.

Regardless of theobservance 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 theabsolute majority of its members holding office.

The Board is presidedover by the Chairman of the Board or, in his absence, by any Managing Directoror by a Director designated by those in attendance.

----

 

The Secretary, if notalready appointed by the Board, will be designated by the Chairman for the solepurposes of the meeting in progress.

The meetings of the Boardof Directors may also be held by means of video or telephone conference, solong as all members participating in such meetings are duly identified and canfollow the discussions and participate therein. The Board of Directors’meetings will be deemed to be held where the Chairman and the Secretary of themeeting are located, in order to ensure the signing of the minutes and theirfiling in the minute book.

The person who presidesover the Board meeting oversees the work of the Board and is responsible forproviding the Directors with adequate information regarding the items on theagenda and the nature, confidentiality and urgency of 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 by theSecretary.

**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 concurrentcompetence of the extraordinary Meeting of stockholders, the Board shall alsohave authority over resolutions in connection with mergers and demergers inaccordance with Articles 2505 and 2505-*bis*and 2506-*ter*of the Civil Code,the establishment or termination of branches, the determination of whichDirectors shall be entrusted with the power of representing the Company, thereduction of the outstanding capital stock in the event of withdrawal of astockholder, the amendment of the by-laws to comply with legal requirements,and the transfer of the principal place of business within the nationalterritory.

In addition, the Boardhas authority over the issuance of convertible bonds in accordance with article2420-*ter* of the Civil Code.

The Board of Directorscan further appoint, dismiss, and determine the powers of managers andattorneys-in-fact for specific matters or categories of matters.

The Board of Directorsshall have exclusive authority with respect to the following matters:

1) defining the generalinvestment and development plans and the goals of the Company and of the Group;

2) determining the budgetof the Company;

3) defining the financialprograms and approving the indebtedness of the Company exceeding 12 months;

4) approving strategictransactions, those significant in value or those which impose on the Companyduties and obligations for a period exceeding three years.

The Directors shallreport to the other directors or to the Board of Statutory Auditors with regardto those transactions involving an interest on their own account or on accountof third parties, or influenced by the company who exercises the power ofdirection 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 furtherrepresented by the Managing Directors and the persons appointed by the Boardfor specific matters or category of matters, within the limits of the powersentrusted 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 holding particularoffices or members of the committees appointed by the Board of Directors shallbe fixed by the Board of Directors upon receiving the advisory opinion of theBoard of Statutory Auditors.

The members of the Boardof Directors are, in any event, entitled to reimbursement of the expensesincurred 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)**-The Board of Statutory Auditors consists of three regularAuditors and two alternate Auditors appointed by the Stockholders and who maybe re-elected. The requirements, powers, duties and length of office are thoseestablished by law. Auditors shall serve for a period of three fiscal years andtheir terms shall expire on the date of the Meeting of stockholders called forthe approval of the balance sheet relating to the third fiscal year followingtheir appointment.  The amount of theirconsideration is determined by the shareholders’ meeting.

Statutory Auditorsshall have the qualifications provided by law or applicable provisions. 

The professionalqualifications of the Statutory Auditors, the subjects and the fields ofactivity strictly concerning the Company activity are those indicated inarticle 3 above. The limits regarding the plurality of administration andcontrol offices, provided by Consob regulation, shall be applicable to theStatutory Auditors. 

Subject tomandatory law or regulation, the Board of Statutory Auditors shall be appointedby the general meeting of shareholders on the basis of lists presented byshareholders pursuant to the procedures indicated hereinafter. 

The appointment ofone regular statutory Auditor, as Chairman, and of one alternate statutoryAuditor shall be reserved for the minority, which is not part, even indirectly,of the relationship to be considered pursuant to article 148, subparagraph 2 ofthe legislative decree no 58/1998 and the related regulations. The appointmentof the statutory Auditors to be appointed by a minority shall occur at the sametime as the appointment of the other members of the Board of Statutory Auditors,except in case of replacement of members as indicated below.

A list for theappointment of statutory Auditors can be presented by those shareholders who,alone or jointly with other presenting shareholders, at the time of thepresentation of the list, hold a shareholders’ interest equal to that determinedby Consob pursuant to article 147-*ter* subparagraph1 legislative decree 58/98. 

The lists shall befiled at the registered office of the Company at least fifteen days prior tothe meeting of shareholders called for the appointment of the StatutoryAuditors.

The lists shallindicate the name of one or more candidates to be appointed as regular Auditorsand alternate Auditors.

The name of eachcandidate shall be marked in a decending numerical order in each section(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)     informationrelated to the identity of the shareholders who have filed the list, indicatingthe percentage of their combined shareholding and a documents giving evidenceof the lawful title of their shareholding;

(ii)    representationsof shareholders 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)   exhaustiveinformation on personal and professional qualifications of each candidate aswell as a declaration of the  candidate confirming the existence ofthe qualifications provided by law, the acceptance of the office jointly with  the administration and control officesheld in other companies;

In the event thatonly one list is submitted or only lists by shareholders connected pursuant toapplicable law are submitted as of the last day provided for the presentationof such lists it is possible to present list until the fifth day following suchdate. In such case the above thresholds, provided for the presentation of thelists, shall be reduced by half.

A shareholdercannot submit and vote more than one list, even if through third parties or bymeans of trust companies. Shareholders belonging to the same group andshareholders signing a shareholders’ agreement regarding the shares of thelisted company shall not present or vote more than one list even if throughthird parties or by means of trust companies. Each candidate shall present onlyone list subject to ineligibility. 

The appointment ofthe statutory auditors shall occur according to the following criteria:

(i) two regular Auditorsand one alternate Auditors shall be taken from the list which have obtained thehighest number of votes (hereinafter “Majority List”), on the basis of the decendingnumerical order by means of which the candidates are listed; 

(ii) a regularAuditor, which will be also the Chairman of the Board of the Statutory Auditors(hereinafter “Minority Statutory Auditor”), and one alternate Auditor(hereinafter “Alternate Minority Statutory Auditor”) shall be taken from thesecond list which has obtained the highest number of votes and which shall notbe connected in any manner with the shareholders who have presented or votedMajority List pursuant to applicable law (hereinafter “Minority List”) on thebasis of the decending numerical order by means of which the candidates arelisted. In case of an equal number of votes among the lists, the list  presented by the shareholders holding themajor shareholding interests at the time of filing, or in second instance, thelist presented by the shareholders who owned the major number of shareholdersinterests shall prevail.

If only one listis submitted, the shareholders’ meeting shall vote on it and, if the same listobtains the majority of the voting persons, without including those abstainingfrom voting, all the candidates included in such list shall be appointed. Insuch case the Chairman of the Board of the Statutory Auditors shall be thefirst regular statutory auditor.

In the case nolist is submitted, or in case for any reason the number of candidates is not sufficient,the Statutory Auditors and eventually, if the case, the Chairman shall beappointed by the shareholders' meeting with the quorum provided by law.

If, for anyreason, the Majority Statutory Auditors shall cease his office, such personwill be substituted by the Alternate Statutory Auditors taken by the MajorityList.

If, for anyreason, the Minority Statutory Auditor shall cease his office, such person willbe substituted by the Alternate Statutory Auditors.taken by the Minority List.

When the shareholders’meeting is called to appoint new members of the Board of Statutory Auditors insubstitution of statutory auditors appointed by the Minority List, if providedby applicable law, such resolution shall be approved with simple majority notincluding votes of the shareholders who, pursuant to the communications made incompliance with applicable law, own, even if indirectly or jointly with othershareholders who entered a shareholders agreement ex article 122 of thelegislative decree no. 58/98, the majority of votes exercisable in the meetingas well as of the shareholders controlling, controlled or subject to jointcontrol of the same shareholders. In any case the new Minority StatutoryAuditor shall be appointed also as Chairman. 

The Board of StatutoryAuditors can meet by video or tele conference in accordance with the provisionsof article 21, paragraph 4 of these by-laws.

**Article 28)****-**The accounting audit of theCompany is performed by an independent auditor appointed by the general Meetingof stockholders, 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 the appointment of theindependent auditor are provided by law.

**Article 29)**-The activityperformed by the independent auditor shall be recorded in a book kept at theprincipal 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 thefinancial statements, the shareholders’ meeting resolves on the distribution ofprofits, in compliance with provisions of the law and consistently with theCompany’s needs.

The Board of Directorsmay resolve to make early distributions of dividends in the cases and accordingto the terms and conditions established by article 2433-*bis* of the Italian Civil Code and article158 of Legislative Decree no. 58/1998.

Dividends which are notcollected within five years from the day in which they become available shallprescribe in favor of the company.

**TITLEVIIWINDING UP- GENERAL PROVISIONS**

**Article 31)**-In the event the company winds-up, the extraordinary stockholders’ meetingshall determine the winding up procedure and appoint and establish the powersof one or 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, 2393-*bis*,2394, 2395 and 2407 of the Civil Code, in the interest and on behalf of whowill hold such offices.

The Stockholders meetingwill establish the primary insurance company which will provide the insurancepolicy 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.

----