By-laws

The By-laws regulates the terms, essential principles, rules of organization and functioning of the Company.

e-Novia S.p.A. By-laws as amended on the 20th of December 2017.

Board of Directors

The Board of Directors, appointed by Shareholders’ Meeting on the 26th of April 2017, consists of nine Directors in accordance with the current Shareholders’ Agreements and with the By-laws.

Board of Statutory Auditors

The Board of Statutory Auditors supervises compliance with the law and the By-laws and the observance of the principles of sound management. The current Board of Auditors was appointed by the Shareholders’ Meeting on the 26th of April 2017 and will remain in office for a period of three fiscal years, until the approval of the Financial Statement for the year ending 31 December 2019.

Composition

Name                                                                                        Role

Sergio Pivato	President
Angelo Miglietta	Standing auditor
Gianluca Panizza	Standing auditor
Francesco Stancampiano	Alternate auditor
Giuseppe Michele Armentano	Alternate auditor

Board Committees

The Board of Directors of e-Novia S.p.A., in accordance with the By-laws and the Shareholders’ Agreements, may set up internal commissions or commitees with consultative, investigative or proposal-making functions, determine their duties, powers, remuneration and, when necessary, adopt a regulation for their functioning.

By resolution of the Board of Directors dated 26th of April 2017, e-Novia S.p.A. established the following Committees, defining their duties and powers, the number of members and the rules for their functioning.

• Remuneration Committee: with consultative, investigative and proposal functions in relation to the remuneration policies of the Company; and
• Investment Committee: which supports the Board of Directors in relation to (industrial, strategic, and financial) investments aimed to develop intellectual property and to the enhancement of the Company’s shareholdings.

Statutory audit

Statutory auditing of accounts is currently entrusted to the audit firm KPMG S.p.A.

231 Model

e-Novia S.p.A. adopted, by resolution of the Board of Directors dated 22^nd of February 2018, the Organisation, Management and Control model pursuant to Legislative Decree no. 231/2001 and the Code of Ethics, in order to prevent and monitor the risk that offences contemplated by Legislative Decree no. 231/2001 might be committed, additionally to a structured and organic system of control

procedures already existing within the company.

e-Novia S.p.A. is aware that the adoption and effective implementation of the Organisation, management and control model represents a necessary integration to the Governance rules and intends to revise it in case the need arises and in order to comply with any amendments of the applicable laws.

Code of Ethics
Organisation, management and control Model pursuant to Legislative Decree no. 231/2001 – General Section