**Exhibit 1.2**

 

*Translation from the Italian version which remainsthe definitive one*

 

**BY-LAWS OF THE COMPANY**

 

***LUXOTTICA GROUP S.P.A***

 

**TITLE I**

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

 

**Article 1)** -A publiccorporation is established under the name “***LUXOTTICAGROUP S.P.A.****”*

* *

**Article 2)** -The Company’sregistered office shall be located in Milan.

 

The Board of Directors shall have theauthority to establish, change and close, both in Italy and abroad,sub-offices, branches, agencies and subsidiaries of any kind.

 

**Article 3)** -The Companyshall have the following purposes:

 

a) acquisition and management ofshareholdings in other companies or entities, in Italy and abroad, on its ownaccount and not directed towards the public;

 

b) financing and financial and managerialcoordination of companies or entities in which it participates, such as,without limitation: the coordination of operating strategies, investmentprograms and development plans; management of financial policies for thecompanies of the Group; promotion and research activities; use of technologicalassets, the name and trademarks for the benefit of the companies in whichinterests are held or for third parties; personnel administration andmanagement, both for operational and disciplinary purposes, and, in general,the exercise of the typical functions of a holding company of which is demandedthe unified approach and operating efficiency necessary for the rationalizationof management, cost reduction and the most effective possible action in achievingthe corporate purposes both in Italy and abroad;

 

c) purchase and sale of public and privatesecurities, not to the public, that are instrumental to the achievement of theCompany’s purpose; the holding and management of the same;

 

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

 

e) purchase, construction, sale, exchange andleasing of tangible and intangible assets, including machinery tools of therelevant field;

 

f) sale, also on commission, in Italy andabroad, of frames for optical glasses, sunglasses and products of the eyewearfield.

 

The Company may also perform any otherindustrial, commercial or financial transaction, not directed towards thepublic in general, concerning movables or immovables, in favor and in theinterest of the Companies of the Group.

 

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

 

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**TITLE II**

**STOCK CAPITAL**

** **

**Article 5)-**The capital stock amounts to EURO 27,895,432.98 and is divided into464,923,883 common shares of nominal value, EURO 0.06 each. The Meeting held onMarch 10, 1998 resolved to increase the stock capital, in one or moreinstallments, until March 31, 2011, up to a maximum amount of Lire1,225,000,000 (one billion two hundred and twenty five million Lire) throughthe issuance of new common shares to be offered for subscription exclusively toemployees of the Company and/or its subsidiaries.

 

At the expiration date, the capital stockwill be considered increased by an amount equal to the capital subscriptionobtained.

 

The Meeting held on June 26, 2001, atwhich the capital stock was converted into EURO, stated that on June 13,2001 the increased capital was subscribed for a total amount of 182,646,700Lire and, therefore, it can be further subscribed for a maximum amount of1,042,353,300 Lire which, converted into EURO, equals up to EURO 538,330.55.

 

The September 20, 2001 Meeting resolvedto further increase the capital stock in one or more installments, 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 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 subscriptions obtained.

 

The Meeting 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 EURO 1,200,000 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 thecapital subscription obtained.

 

Pursuant to the above-mentioned increases incapital, a total amount of 14,423,883 shares havebeen subscribed. The Company may issue convertible and non-convertible bonds.

 

**Article 6)** -The stock isfreely transferable.

 

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

 

**TITLE III**

**MEETING OF STOCKHOLDERS**

 

**Article 8)**-The duly constituted Meeting of stockholders represents all thestockholders and its resolutions, adopted according to the law and to thepresent By-Laws, and binds all stockholders, albeit absent or dissenting.

 

**Article 9)** -Eachstockholder is entitled to one vote for each share of capital stock held orrepresented.

 

**Article 10)** -The meetingof stockholders is ordinary or extraordinary according to the law. It can becalled in Italy, or in any member state of the European Union or in the UnitedStates of America.

 

The meeting for approval of the financialstatements shall be convened in accordance with Italian law in force from timeto time.

 

**Article 11)** -The Meetingof stockholders 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.

 

Suchwritten notice shall be published in the Gazzetta Ufficiale dellaRepubblica Italiana, or,alternatively, in one of

 

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thefollowing daily newspapers:  “Il Sole 24Ore,” “Il Corriere della Sera” or “la Repubblica.”

 

**Article 12)** -Thosestockholders who have sent the Company a notice by the intermediary keeping therelevant accounts, pursuant to art. 2370 of the Italian Civil Code, no laterthan two working days before the date scheduled for each meeting, shall beentitled to attend the Meeting.

 

The shares for which notice of attendance ofthe Meeting was given may not be transferred before the meeting has takenplace.

 

Each stockholder having the right to attendthe meeting may authorize another person to act for him by a written proxyaccording to the law.

 

The Chairman of the meeting, who may availhimself of ad hoc assistants, shall verify that the meeting is duly convened, checkthe identity and right of participation of the attendees, run the course of themeeting and attest to the results of the voting.

 

**Article 13)** -The meetingof stockholders shall be presided over by the Chairman of the Board ofDirectors or by one of the Managing Directors or, in their absence, by a personappointed by a vote of the majority of those in attendance.

 

The meeting of stockholders shall appoint aSecretary, who is not required to be a stockholder himself. The Secretary’sassistance is not required when a Notary is designated to draft the minutes ofthe meeting.

 

Unless otherwise provided for by mandatoryrules, all resolutions shall be approved by open vote.

 

**Article 14)** -The validityof the meetings and of the related resolutions is governed by the applicablelaws.

 

**Article 15)** -Provided whatis set forth in Article 12 of these By-Laws, any stock owned by theDirectors attending the meeting or by stockholders who for any reason willabstain from voting, shall be taken into account in calculating the stockcapital required for the validity of the resolutions, save what it is set forthin Article 2368 c.c. last paragraph.

 

**Article 16)** -Theresolutions of the meeting will be transcribed in minutes, drawn up accordingto the law and recorded in the minute book.

 

The minutes shall be signed by the Chairmanand the Secretary. The Minutes of the extraordinary meetings shall be drawn upby a Notary.

 

**TITLE IV**

**MANAGEMENT**

 

**Article 17)** -The Companyis governed by a Board of Directors consisting of not less than five and notmore than fifteen members, appointed after the exact number has been determinedby the Meeting of stockholders.

 

Pursuant to article 147-ter, subparagraph 4,legislative degree no. 58/1998, at least one director, or in the event the Boardis composed 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”).

 

Directors are appointed by the Meeting ofstockholders pursuant to lists submitted by the stockholders, which shall setforth not more than fifteen candidates, listed in descending numerical order.

 

Each candidate may not appear on more thanone list, or he shall be ineligible.

 

In case multiple lists are submitted, theyshall not be related in any way; even indirectly. Therefore, each stockholdermay not submit or contribute to submit, by means of trust or proxy, more thanone list.

 

Moreover, stockholders falling within thefollowing categories may submit or contribute to submitting only one list: a)parties to a stockholders’ agreement relating to the Company’s shares; b) aperson or a company and its controlled companies; c) jointly controlled companies;d) a company and its directors or chief executive officers.

 

In case a stockholder violates these rules,such stockholder’s vote, with respect to any of the submitted lists, will notbe taken into account.

 

A list for the appointment of directors canbe presented only by those stockholders who, at the time of the presentation ofthe list, hold an interest at least equal to that determined by Consob,pursuant to article 147 ter subparagraph 1 legislative decree 58/98.

 

The lists, signed by the stockholderssubmitting them, together with the professional CVs of the candidates, shall befiled at the registered office of the Company at least fifteen days prior tothe first meeting of stockholders, jointly with the certification from whichthe title of the participation can be inferred.

 

Within the above term, each candidate shallfile a statement declaring that he/she accepts his/her candidacy, confirming,under his/her own responsibility, that there are no grounds in accordance withlaw or regulation for his/her ineligibility or incompatibility and that he/shemeets any requirements prescribed in the respective lists.

 

The list of the candidates shall be madepublic according to the terms and modalities established by the regulation inforce from time to time.

 

Each list shall contain and expressly name atleast one Independent Director in accordance with article 147ter 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 147ter.

 

If appropriate, each list may also expresslyname directors having the requirements of independence as provided for by thecodes of conduct drawn up by companies managing regulated markets or industryassociations.

 

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

 

(a) all members of the Board, up to thenumber of members of the Board previously determined by the Meeting ofstockholders less one, will be elected from the list which obtains the mostvotes (hereinafter, “Majority List”).

 

Such candidates will be appointed in thenumerical order they appear on the list.

 

(b) One director shall be the candidatelisted first on the list which has obtained the second highest number of votesand which is not connected, even indirectly, with the stockholders who havepresented or voted for the Majority List

 

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according to the applicable provisions(hereinafter, “Minority List”). However, if, for a board composed of no morethan seven members, an Independent Director in accordance with article 147 teris not elected from the Majority List or, in the event the board is composed ofmore than seven members, only one Independent Director in accordance witharticle 147 ter has been appointed, then the first Independent Director inaccordance with article 147 ter indicated in the Minority List shall be electedinstead of the first candidate indicated in the Minority List.

 

The lists which have not reached a percentageof votes at least equal to half of that requested for the presentation of thesame shall not be considered.

 

The first candidate listed on the MajorityList will be appointed as Chairman of the Board of Directors.

 

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

 

If only one list was submitted, the Meetingof stockholders will cast its votes on it and, if the list gets a simplemajority, the candidates listed in descending numerical order will be electedas directors, until the requisite number, as determined by the Meeting of stockholders,is reached, subject to the obligation of the stockholders’ meeting to appoint aminimum number of Independent Directors in accordance with article 147 ter. Thecandidate listed the first on the Majority List will be elected as Chairman ofthe Board of Directors.

 

If there are no lists, the Board of Directorswill be appointed by the Meeting of stockholders with such majorities asrequired by law.

 

The Independent Directors in accordance witharticle 147 ter, indicated as such at the time of their appointment, shallinform the Company in the event that they no longer satisfy the independenceand integrity requirements, or should unexpected occurrences result inineligibility or incompatibility.

 

Should one or more directors leave office forany reason, they will be freely replaced according to the provisions of article18 below, subject to the obligation to maintain a minimum number of IndependentDirectors ex article 147 ter as provided by law.

 

**Article 18)**-Directors shall serve for a period of three years and their termsshall expire on the date of the meeting of stockholders called for the approvalof the balance sheet related to the last year of their term, and they can bere-elected at such time.

 

Whenever there is a vacancy among theDirectors during the fiscal year, the other directors shall provide for theirsubstitutions by resolution approved by the Board of Statutory Auditors,provided that the majority is composed of directors appointed by the meeting ofstockholders.

 

The Directors so appointed will hold officeuntil the following meeting of stockholders, which will be called to reappointthem, to supplement the Board by appointing other directors or to reduce thenumber of directors.

 

The directors appointed by the Meeting ofstockholders will hold office until the end of the term of office of thedirectors who were in office when they were appointed.

 

Should the majority of Directors appointed bythe meeting of stockholders leave office, the entire Board terminates its duty;the Directors still in office shall timely call a meeting to appoint the newBoard.

 

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**Article 19)** -If themeeting of stockholders did not appoint the Chairman in compliance with article17 above, the Board shall appoint a Chairman from among its members and, if itdeems it convenient, it will also appoint a Deputy Chairman.

 

The Board may also appoint and determine thepowers of one or more Managing Directors.

 

The Board may delegate some of its functionsto an Executive Committee. The Executive Committee is composed of a minimum offive and a maximum of seven members 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 ofDirectors may set up one or more Committees and give to such Committees thosepowers as it considers appropriate, not the least in order to implement codesof conduct drawn up by companies managing regulated markets or industryassociations.

 

The Company’s managing bodies have a duty totimely report to the Board of Directors and the Board of Statutory Auditors, atleast****quarterly, on the generalbusiness trend, the modalities of exercise of the proxies conferred and themost relevant transactions from an economic, financial and balance sheet pointof view, made by the Company and its subsidiaries.

 

The Board may also appoint and determine theduties of a Secretary, who does not need to be a member of the Board.

 

Moreover, the Board will—by such ordinarymajorities as provided for by these by-laws—appoint the executive in charge ofdrawing up corporate accounting records, subject to the mandatory but notbinding opinion of the Board of Statutory Auditors, pursuant to art. 154-*bis* of Legislative Decree No. 58/1998,and will give him/her adequate powers and resources to exercise the dutiesattributed to him/her by law. The executive in charge of preparation of thecorporate and accounting records shall have the following professionalqualifications: qualified experience in administration and control, or in theperformance of executive or consultancy functions at publicly traded companiesand/or at a related group of companies of material size and importance alsowith reference to the functions of drafting and control of corporate andaccounting records.

 

**Article 20)** - A meeting ofthe Board may be called by the Chairman or by any Managing Director at any timehe or she deems it appropriate or when requested by at least two members of theBoard or by one member of the Board of Statutory Auditors. The Board Meetingsshall be held at either the principal place of business of the Company or atany other place determined by the Chairman or by any Managing Director, whoshall also establish the agenda of the meeting, oversee the work thereof, andensure that the Directors are adequately informed regarding the items to bediscussed at the meeting.

 

Written notice of each meeting of the Boardshall be given by telex, facsimile, letter, telegram or electronic mail, withreturn receipt at least three days in advance of the meeting. In case ofurgency, such term may be reduced to one day.

 

Regardless of the observance of the foregoingrequirements, the Board shall be deemed duly convened if all Directors andStatutory Auditors holding office are present or participate in such meeting bymeans of video or telephone conference**.**

 

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

 

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The Board is presided over by the Chairman ofthe Board or, in his absence, by any Managing Director or by a Directordesignated by those in attendance.

 

The Secretary, if not already appointed bythe Board, will be designated by the Chairman for the sole purposes of themeeting in progress.

 

The meetings of the Board of Directors mayalso be held by means of video or telephone conference, so long as all membersparticipating in such meetings are duly identified and can follow thediscussions and participate therein. The Board of Directors’ meetings will bedeemed to be held where the Chairman and the Secretary of the meeting arelocated, in order to ensure the signing of the minutes and their filing in theminute book.

 

The person who presides over the Boardmeeting oversees the work of the Board and is responsible for providing theDirectors with adequate information regarding the items on the agenda and thenature, confidentiality and urgency of the matters.

 

**Article 22)** -The Boardvalidly resolves by the absolute majority of the Directors present at themeeting 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)** -Themanagement of the Company is entrusted to the Board of Directors which adoptsall resolutions necessary to implement the Company’s object, except thoseresolutions expressly reserved by law to the Meeting of stockholders.

 

Subject to the concurrent competence of theextraordinary Meeting of stockholders, the Board shall also have authority overresolutions in connection with mergers and demergers in accordance withArticles 2505 and 2505 *bis* and2506 *ter*of the Civil Code, theestablishment or termination of branches, the determination of which Directorsshall be entrusted with the power of representing the Company, the reduction ofthe outstanding 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 theissuance of convertible bonds in accordance with art. 2420 -*ter* of the Civil Code.

 

The Board of Directors can further appoint,dismiss, and determine the powers of managers and attorneys-in-fact forspecific matters or categories of matters.

 

The Board of Directors shall have exclusiveauthority with respect to the following matters:

 

1) defining the general investment anddevelopment plans and the goals of the Company and of the Group;

 

2) determining the budget of the Company;

 

3) defining the financial programs andapproving any indebtedness of the Company exceeding 18 months;

 

4) approving strategic transactions

 

The Directors shall report to the otherdirectors or to the Board of Statutory Auditors with regard to thosetransactions

 

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involving an interest on their own account oron account of third parties, or influenced by the company who exercises thepower of direction and coordination on its subsidiaries.

 

**Article 24)** -The Companyis represented by the Chairman of the Board of Directors to whom authority isgranted, by means of free signature, to implement all the Board of Directors’resolutions, unless otherwise provided. The President shall represent theCompany before any Court and has the authority to file lawsuits oradministrative 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 theManaging Directors and the persons appointed by the Board for specific mattersor category of matters, within the limits of the powers entrusted to them.

 

**Article 25)** -The membersof the Board of Directors and of the Executive Committee are entitled tocompensation to be determined in the resolution of appointment or by themeeting 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 Board of Directors are, inany event, entitled to reimbursement of the expenses incurred by reason oftheir office.

 

**Article 26)** -The Directorsshall not be personally liable for the obligations of the Company and have noother liability except as provided by law.

 

*unchanged*

 

**TITLE V**

**AUDITORS**

 

**Article 27)**-The Board of Statutory Auditors consists of three regular Auditors andtwo alternate Auditors appointed by the Stockholders and who may be re-elected.The requirements, powers, duties and length of office are those established bylaw. Auditors shall serve for a period of three fiscal years and their termsshall expire on the date of the Meeting of stockholders called for the approvalof the balance sheet relating to the third fiscal year following theirappointment.  The amount of theirconsideration is determined by the stockholders’ meeting.

 

Statutory Auditors shall have the qualificationsprovided by law or applicable provisions.

 

The professional qualifications of theStatutory Auditors, the subjects and the fields of activity strictly concerningthe Company activity are those indicated in article 3 above. The limitsregarding the plurality of administration and control offices, provided byConsob regulation, shall be applicable to the Statutory Auditors.

 

Subject to mandatory law or regulation, theBoard of Statutory Auditors shall be appointed by the general meeting ofstockholders on the basis of lists presented by stockholders pursuant to theprocedures indicated hereinafter.

 

The appointment of one regular statutoryAuditor, as Chairman, and of one alternate statutory Auditor shall be reservedfor the minority — which is not part, even indirectly, of the relationship tobe considered pursuant to article 148, subparagraph 2 of the legislative decreeno 58/1998 and the related regulations. The appointment of the statutoryAuditors to be appointed by a minority shall occur at the same time as theappointment of the other members of the

 

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Board of Statutory Auditors, except in caseof replacement of members as indicated below.

 

A list for the appointment of statutoryAuditors can be presented by those stockholders who, alone or jointly withother presenting stockholders, at the time of the presentation of the list,hold a stockholders’ interest equal to that determined by Consob pursuant toarticle 147 ter subparagraph 1 legislative decree 58/98.

 

The lists shall be filed at the registeredoffice of the Company at least fifteen days prior to the meeting ofstockholders called for the appointment of the Statutory Auditors.

 

The lists shall indicate the name of one ormore candidates to be appointed as regular Auditors and alternate Auditors.

 

The name of each candidate shall be marked ina descending numerical order in each section (section of regular Auditors andsection of alternate Auditors) and the candidates listed shall not be more thanthe members of the body to be appointed.

 

The lists shall further include, even as perattachments:

 
| (i)    | information related to the  identity of the stockholders who have filed the list, indicating the  percentage of their combined shareholding and a documents giving evidence of  the lawful title of their shareholding;                                                                                      |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                         |
| (ii)   | representations of  stockholders different from the ones who hold, separately or jointly, a  shareholding 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; |

 

In the event that only one list is submittedor only lists by stockholders connected pursuant to applicable law aresubmitted as of the last day provided for the presentation of such lists it ispossible to present list until the fifth day following such date. In such casethe above thresholds, provided for the presentation of the lists, shall bereduced by half.

 

A stockholder cannot submit and vote morethan one list, even if through third parties or by means of trust companies.Stockholders belonging to the same group and stockholders signing astockholders’ agreement regarding the shares of the listed company shall notpresent or vote more than one list even if through third parties or by means oftrust companies. Each candidate shall present only one list subject toineligibility.

 

The appointment of the statutory auditorsshall occur according to the following criteria:

 

(i) two regular Auditors and onealternate Auditors shall be taken from the list which have obtained the highestnumber of votes (hereinafter “Majority List”), on the basis of the descendingnumerical order by means of which the candidates are listed;

 

(ii) a regular Auditor, which will bealso the Chairman of the Board of the Statutory Auditors (hereinafter “MinorityStatutory Auditor”), and one alternate Auditor (hereinafter “Alternate MinorityStatutory Auditor”) shall be taken from the second list which has obtained thehighest number of votes and which shall not be connected in any manner with thestockholders who have presented or voted Majority List pursuant to applicablelaw (hereinafter “Minority List”) on the basis of the descending numericalorder by means of which the candidates are listed. In case of an equal numberof votes among the lists, the list presented by the stockholders holding themajor shareholding interests at the time of

 

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filing, or in second instance, the listpresented by the stockholders who owned the major number of stockholdersinterests shall prevail.

 

If only one list is submitted, thestockholders’ meeting shall vote on it and, if the same list obtains themajority of the voting persons, without including those abstaining from voting,all the candidates included in such list shall be appointed. In such case theChairman of the Board of the Statutory Auditors shall be the first regularstatutory auditor.

 

In the case no list is submitted or in casefor any reason the number of candidates is not sufficient, the StatutoryAuditors and eventually, if the case, the Chairman shall be appointed by thestockholders’ meeting with the quorum provided by law.

 

If, for any reason, the Majority StatutoryAuditors shall cease his office, such person will be substituted by theAlternate Statutory Auditors taken by the Majority List.

 

If, for any reason, the Minority StatutoryAuditor shall cease his office, such person will be substituted by theAlternate Statutory Auditors taken by the Minority List.

 

When the stockholders’ meeting is called toappoint new members of the Board of Statutory Auditors in substitution ofstatutory auditors appointed by the Minority List, if provided by applicablelaw, such resolution shall be approved with simple majority not including votesof the stockholders who, pursuant to the communications made in compliance withapplicable law, own, even if indirectly or jointly with other stockholders whoentered a stockholders agreement ex article 122 of the legislative decree no.58/98, the majority of votes exercisable in the meeting as well as of thestockholders controlling, controlled or subject to joint control of the samestockholders. In any case the new Minority Statutory Auditor shall be appointedalso as Chairman.

 

The Board of Statutory Auditors can meet byvideo or teleconference in accordance 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 obligationsin connection with the appointment of the independent auditor are provided bylaw.

 

**Article 29)-**The activity performed by the independent auditor shall be recorded ina book kept at the principal place of business of the Company.

 

**TITLE VI**

**FINANCIAL STATEMENTS AND PROFITS**

 

**Article 30)** -The Company’sfiscal year shall end on December 31 (thirty-one) of each year. At the endof each fiscal year the Board prepares the financial statements to be draftedin accordance with law provisions.

 

Upon approval of the financial statements,the stockholders’ meeting resolves on the distribution of profits, in

 

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compliance with provisions of the law andconsistently with the Company’s needs.

 

The Board of Directors may resolve to makeearly distributions of dividends in the cases and according to the terms andconditions established by article 2433 *bis*of the Italian Civil Code and article 158 of Legislative Decree no. 58/1998.

 

Dividends which are not collected within fiveyears from the day in which they become available shall prescribe in favor ofthe Company.

 

**TITLE VII**

**WINDING UP- GENERAL PROVISIONS**

 

**Article 31)** -In the eventthe Company winds-up, the extraordinary stockholders’ meeting shall determinethe winding up procedure and appoint and establish the powers of one or moreliquidators.

 

**Article 32)** -The Companymay, pursuant to article 1891 Civil Code, at its expense, obtain an insurancepolicy for the civil liability of Directors and Statutory Auditors, in allcases within articles 2392, 2393, 2393bis, 2394, 2395 and 2407 of the CivilCode, in the interest and on behalf of whom will hold such offices.

 

The Stockholders meeting will establish theprimary insurance company which will provide the insurance policy and the limitof liability.

 

**Article 33)** - Currentprovisions of law and of regulations shall apply to any matters not expresslymentioned in these By-Laws.

 

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