ART.1 ESTABLISHMENT - REGISTERED OFFICE - DELEGATIONS An Association called Enel Cuore Onlus has been established with registered office based in Italy, Rome, Viale Regina Margherita 137. The term “Non-Profit Organization of Social Utility” or the acronym ONLUS must be used in the name and in any distinctive sign or communication addressed to the public. The term of the Association is unlimited. Delegations and offices may be established both in Italy and abroad in order to carry out, on an ancillary and instrumental basis with respect to the aims of the Association, promotional activities as well as the development and increase of the necessary network of national and international relations to support the Association. ART.2 PURPOSE The Association is a non-profit organization and pursues exclusively social solidarity purposes in the sectors of social and health assistance, health care, charity, amateur sport and the protection of civil rights towards disadvantaged people, with particular reference to those with disabilities and the sick beings, the infancy and the elderly. The Association also intends to support projects and initiatives aimed at supporting populations and territories affected by calamities and natural disasters. In particular, the Association proposes to carry out its activities also through the free disbursement of money in support of specific projects of social utility, proposed by other non-profit organizations that mainly and directly work in the sectors mentioned above, in compliance with the provisions of Article 10, paragraph 2-bis, of Legislative Decree No. 460/97, in order to give a concrete benefit to the abovementioned categories of disadvantaged people due to their physical, mental, economic, ethnic, social and family conditions. ART.3 DIRECTLY RELATED ACTIVITIES It is forbidden for the Association to carry out activities other than institutional ones. It may, however, carry out activities directly connected to the former, or ancillary as supplementary to the same, such as, by way of example, those referred to in this Article. In particular, to achieve its aims, the Association may, among other things: a) enter into any appropriate deed or contract, including for the financing of the transactions resolved upon, including, without excluding others, the assumption of short or long-term loans, mortgages, the purchase of movable or immovable property, the signature of agreements of any kind, also transcribable in public registers, with public or private, national and international bodies, which are considered appropriate and useful for the achievement of the purposes of the Association; b) participate in public and private, national and international Associations, Bodies and Institutions, whose activity is aimed, directly or indirectly, at the pursuit of purposes similar to those of the Association; c) carry out, on an ancillary and instrumental basis to the pursuit of institutional purposes, marketing activities, also with reference to the publishing sector, within the limits of the laws in force, and audiovisuals in general and to that of ancillary advertising items; d) organize shows, concerts, performances or events in general, always within the scope of the purposes referred to in Art. 2 of these Articles of Association; e) carry out any other suitable activity or support for the pursuit of the institutional purposes referred to in Art. 2 of these Articles of Association, provided that the provisions of paragraph 5, Art. 10 of Legislative Decree No. 460/1997 are observed. ART.4 MEMBERS Enel S.p.A. and the companies controlled by it pursuant to Art. 2359, paragraph 1, Nos. 1 and 2, of the Italian Civil Code can join the Association. The application for membership must be addressed to the President of the Association. The acceptance of the application for membership is decided by the Meeting of the Association with the absolute majority of the members. The status of Member involves the full acceptance of the spirit and letter of the statutory provisions. It also entails the obligation to comply with the Association regulations and to observe the resolutions implemented by the bodies of the Association. The Members are required to pay the annual fee established by the Board of Directors pursuant to Art. 14 below. Membership fees are non-transferable and non-revaluable. Limitations based on the temporary nature of the Member's participation in the life of the association are excluded. ART. 5 FRIENDS OF THE ASSOCIATION By resolution of the Board of Directors, subjects external to the Association (natural persons, legal entities, national and international bodies or institutions) that, while sharing the aims of the latter, wish to contribute to it with cash donations or through the free provision of goods and services useful for the achievement of the purposes and programs of the Association established by the Meeting, can be appointed Friends of the Association. ART.6 WITHDRAWAL, EXCLUSION AND FORFEITURE The Member who intends to withdraw from the Association must communicate his/her intention in writing to the President of the Association. The withdrawal takes effect from the date of receipt of the communication. In the event of non-fulfilment of the obligations and duties deriving from these Articles of Association, the President of the Association, independently or on the recommendation of the Board of Directors, can call the Members back, thus inviting them to comply in a timely manner. The Meeting unanimously decides on the exclusion of the Members, for serious and repeated nonfulfilment of the patrimonial and non-patrimonial obligations and duties, deriving from these Articles of Association. The Members are forfeited from the Association, due to loss of the admission requirement, as soon as they cease to be controlled by Enel S.p.A. pursuant to Art. 4 above. The Meeting takes note of it by declaring the forfeiture. ART.7 ASSETS The assets of the Association consist of: a) the common fund paid by the Members upon establishment of the Association; b) the membership fees paid by the Members; c) the proceeds of the initiatives approved by the managing bodies; d) free contributions offered both by the Members and by third parties. These contributions, by disposition of the donor, may have a specific disposition, within the sphere of the guidelines and activity programs of the Association; e) contributions and funding allocated for this purpose by national and international public or private entities. ART.8 FINANCIAL YEAR The financial year begins on 1 January and ends on 31 December of each year. The Board of Directors draws up: a) the forecast economic financial statements for the following year by 31 December of the current year; b) the final financial statements relating to the previous financial year; both to be submitted to the Members' Meeting within 4 months of the end of the financial year for their final approval. The financial statements and the final ones are structured in such a way as to provide a clear representation of the economic, financial and patrimonial situation of the Association. Any profits or operating surpluses will be used to carry out institutional activities and those directly connected to them. Any direct or indirect distribution of profits or operating surpluses, of the endowment fund, as well as of other funds and reserves during the life of the Association, is prohibited, unless the destination or distribution are imposed by law, or are, however, carried out in favour of other ONLUS that by law, articles of association or regulation are part of the same unitary structure. ART.9 BODIES The bodies of the Association are the following ones: the Meeting; the President of the Association; the Board of Directors and the Managing Director; the Board of Auditors. The corporate offices are free, except as provided below. In any case, the Board of Directors can establish the criteria for recognizing the reimbursement of expenses incurred for carrying out any corporate activities. The President of the Board of Auditors, chosen from those registered in the Register of Auditors, has the right to a fee fixed by the Board of Directors, for the entire term of his/her office, within the limits set out in Art. 10, paragraph 6, subpara. c) of Legislative Decree No. 460/1997. ART.10 MEETING The Meeting is chaired by the President of the Association and is made up of all Members who are up-todate with their registration and related payments. The Meeting is convened at least once a year to approve the financial statements, within 4 months of the end of the financial year. The Meeting decides on: a) the reports of the Board of Directors on the activities carried out and to be carried out; b) the forecast economic financial statements for the following financial year; c) the final financial statements found by the Board of Auditors; d) the appointment and revocation of the members of the Board of Directors, pursuant to these Articles of Association; e) the appointment and revocation of the members of the Board of Auditors; f) any other topics that the Board of Directors deems to submit to the Meeting Members attention; g) amendments to the Articles of Association; h) the transformation of the Association; i) the dissolution of the Association and the transfer of its assets. ART. 11 MEETINGS AND RESOLUTIONS OF THE MEETING A) CALL The Meeting is convened by the President of the Association, at its registered office or elsewhere, at least once a year, within 120 (one hundred and twenty) days of the end of the financial year, for the approval of the financial statements and, if required, of the corporate balance sheet and for the renewal of the company offices that have expired. In the absence of the President, the Meeting is convened by the Board of Directors. The Meeting must also be convened whenever the President or the Board of Directors deem it necessary, or when a motivated request is made by at least one tenth of the Members with the right to vote. The Meeting is convened by means of a notice, containing the indication of the day, time, place of the meeting, any date of the second call and the list of items on the agenda to be discussed, sent to each member at least 8 (eight) days before the date set for the meeting and by means, including electronic ones, which guarantee proof of receipt by the addressee. In cases of urgency, the Meeting may be convened with a notice sent to the members three days before the date fixed for the meeting. B) RIGHT TO VOTE The right to participate in the Meeting as well as the right to vote are granted to all members in good standing with the payment of membership fees, including the membership fee for the current year. Each member has the right to express 1 (one) vote only. Each member may be represented at the meeting by another member by means of a written proxy, which can also be affixed at the bottom of the notice of call. A member can receive a maximum of 3 (three) proxies, or 5 (five) proxies if Enel Cuore acquires no less than 500 (five hundred) members. Voting is exercised openly. C) MEETING CONDUCT The Meeting is chaired by the President of the Association or, in his/her absence, by the Managing Director or, in the absence of the latter, by the most senior member in office of the Board of Directors. The minutes of the contents of the Meeting are entrusted to a secretary (appointed by the President), or to a Notary Public in the cases provided for by law or if the Board of Directors deems it appropriate. The related minutes are transcribed in the minutes book of the Meeting. The Chairman of the Meeting may allow non-associated persons to participate in the meeting as experts in order to allow those present to have the information necessary for the conscious exercise of the right to vote. The Meeting is normally held in the simultaneous presence of the participating members in the place set in the notice of call. In the cases deemed appropriate by the Board of Directors, the meetings can also take place in audio/video conference (i.e., with means of telecommunication), which allow the verification of the identity of the participants not personally present, provided that such identification is noted in the relevant minutes and they are allowed to participate in the discussion and to intervene in real time in the discussion of the topics addressed, by voting simultaneously and exchanging, if necessary, documentation; in this case, the Meeting is considered to be held in the place where the person taking the minutes is present. D) MAJORITIES The Meeting is validly constituted in the presence of half plus one of the members with the right to vote (also by proxy) and resolves by majority of the votes cast by those present. On second call, the Meeting deliberates with the favourable vote of the majority of votes cast by those present, whatever the number of members present. For resolutions concerning amendments to the Articles of Association, revocation of members of the Board of Directors and members of the Board of Auditors, as well as resolutions concerning the dissolution, transformation, merger, demerger and devolution of the assets of the Association, the favourable vote of at least 3/4 (three quarters) of the members is required, both in the first and second call. The members of the Board of Directors attend the meetings. ART.12 PRESIDENT OF THE ASSOCIATION The President of the Association is elected by the Meeting, remains in office for three financial years and can be confirmed. The President of the Association exercises all the widest powers of initiative necessary for the management, proper functioning and promotion of the Association. Among other things, the President of the Association shall: a) take care of relations with national and international bodies, institutions, public and private companies and other organizations in order to establish collaborative relationships in support of the individual initiatives of the Association; b) call the Members' Meeting; c) chair the Members' Meeting, thus verifying the regularity of its establishment, ascertaining the identity and legitimacy of those present, regulating its conduct and ascertaining the results of the votes; d) receive requests to join the Association as well as notices of withdrawal from Members; e) take care of the relations between the Members and the Association. The President of the Association has the power to countersign the deeds of the Managing Director in all those cases where the latter must exceed the spending limits granted to him/her, according to the provisions of Article 14 below, with the exception of operations approved by the Board of Directors. ART.13 BOARD OF DIRECTORS A) COMPOSITION The Association is managed by a Board of Directors, made up of a number of members not less than 5 (five) and not more than 7 (seven), including the President, determined by the Meeting at the time of appointment, unless the same Meeting decides to change this number, even during the proxy, but always within the above-mentioned limits. The Meeting appoints the Chairman of the Board of Directors and the Managing Director from among the appointed members, being it understood that the members of the Board of Directors can only be chosen from among individuals belonging to the Enel Group and that the assumption of the office of director presupposes the non-existence against him/her of the causes indicated in Art. 2382 of the Italian Civil Code. The Board of Directors can also set up internal scientific commissions or one or more committees with proposal and/or consultative functions, thus determining the number of members, functions, nature and duration of the relationship and approving the relevant organizational regulations. The members of the Board of Directors remain in office for 3 (three) financial years, i.e., until the Meeting called to approve the financial statements of the third financial year following the one in which the appointment was made and they can be re-elected. The members of the Board of Directors can be revoked by the Meeting at any time, provided that the relevant resolution is adopted with the intervention and favourable vote of three quarters of the members (pursuant to Article [10] of the Articles of Association). The function of the member of the Board of Directors is also forfeited by resignation, death, supervening incapacity or incompatibility by law. If, during the proxy, one or more directors are missing, the others replace them, provided that the majority is always made up of directors appointed by the Meeting. The directors appointed in this way remain in office until the Meeting called to approve the financial statements for the year in which the replacement took place. If the President is missing, the Board of Directors also identifies among its members who takes on his/her duties until the next Meeting. The office of director is free, as specified in the Art. 9 of the Articles of Association. B) FUNCTIONS The Board of Directors is the body responsible for the management and administration of the Association and is vested with the broadest powers of ordinary and extraordinary management, which it exercises according to criteria of economy, effectiveness and efficiency, within the scope of plans, projects and guidelines budget approved by the Meeting. It is up to the Board of Directors to: a) ensure the achievement of the institutional goals; b) call the Meeting of members; c) provide for the admission and exclusion of members; d) determine the annual membership fee, thus setting terms and payment methods; e) prepare programs and objectives, to be submitted annually for approval by the Meeting; f) draw up the budget and final accounts and, if required, the corporate financial statements; g) take the decisions necessary to carry out acts with patrimonial content and value, including, accepting and/or renouncing inheritances, bequests or donations and contributions, without financial charges for the Association, determining the commitment of contributions and more generally of the financial means of the Association, contract with Banks and credit institutions, with other public and private institutions and with the Public Administrations; h) identify any operational departments or sectors of activity of the Association, thus appointing, where necessary, the managers; i) prepare and issue regulations and rules on the operation of the Association; j) set up Scientific Commissions and/or Technical/Consultative Committees with fixed-term assignments, thus determining the number of members, functions, nature and duration of the relationship; k) submit proposals and motions to the Meeting; l) carry out any management act that is not expressly requested of the Meeting or that falls within the competence of other bodies. The Board of Directors can assign specific powers, to one or more of its members, for the performance of determined acts or categories of acts. C) OPERATION The Board of Directors meets upon call by the President of the Association or, on behalf of the latter, by the Managing Director, by means of a notice of call containing the indication of the day, time, place of the meeting and the list of subjects to be discussed, sent by suitable means to guarantee proof of receipt. The call must reach each Director at least 3 (three) days before the date fixed for the meeting. In urgent cases, the term may be shorter. The members of the Board of Auditors have the right to participate in the meetings of the Board of Directors, without the right to vote. The meetings of the Board of Directors are chaired by the President or, in the event of his/her absence or impediment, by the Managing Director. If both are absent, the meeting must be adjourned. The Board of Directors is in any case validly constituted when the majority of the Directors in office is present. Resolutions are implemented by a majority of the Directors present; in the event of a tie, the President's vote prevails. The meetings of the Board of Directors can also take place in audio / video conference (i.e., with means of telecommunication), which allow the verification of the identity of all the participants not personally present, provided that such identification is noted in the relevant minutes and they are allowed to participate in the discussion and to intervene in real time in the discussion of the topics addressed, by voting simultaneously and exchanging, if necessary, documentation; in this case, the Board of Directors is considered held in the place where the person taking the minutes is present. D) OFFICE DUTIES The members of the Board of Directors are required to participate in the activity in an active and personal way. Each Director must refrain from undertaking activities or from taking on assignments that, by their nature, are incompatible with the purpose of the Association or in competition with institutional activities, in such a way as to cause damage to the image or to the good course of the activity of the body. The members of the Board of Directors must refrain from acting in conflict of interest and, if this occurs, they are required to notify the Board of Directors by refraining from exercising the right to vote. ART.14 MANAGING DIRECTOR The Managing Director may be invested, with justified provisions of the Board of Directors, with all the powers deemed necessary for the performance of the functions reserved to him/her; he/she, in relation to the powers granted him/her or provided for by these Articles of Association, has full decision-making autonomy, in the context of the programs and development lines of the Association. The Managing Director is granted signatory powers up to a maximum amount established by the Board of Directors. If it becomes necessary to exceed this limit, the Managing Director must act with the joint signature of the President of the Association. The Managing Director specifically provides for: a) taking care of the executive aspects of the projects; b) managing the staff, collaborators and consultants of the Association; c) signing the mails, documents and/or series of documents specifically delegated to him/her. ART.15 LEGAL REPRESENTATION The legal representation of the Association vis-à-vis third parties and the corporate signature belong both to the President of the Association and to the Managing Director. The above-mentioned legal representatives will be able to act and resist before any administrative or judicial authority, even by appointing lawyers. ART.16 BOARD OF AUDITORS The Meeting appoints a Board of Auditors, made up of three members, choosing two among the employees of Enel S.p.a. within the Administration, Finance and Control, Audit, Legal or Corporate Departments, the Chairman among professionals registered in the Register of Auditors not employed by companies of the Enel Group; the members of the Board remain in office for three financial years and can be confirmed. The Board of Auditors is responsible for supervising the accounting management of the Association; therefore, the Auditors have access, at any time, to the records and accounts of the Association, check their regularity, express their opinion on the economic and financial report and can attend the meetings. The meetings of the Board of Auditors can also take place in audio/video conference (i.e., with telecommunication means), which allow the verification of the identity of all participants not personally present, provided that such identification is noted in the relevant minutes and they are allowed to participate in the discussion and to intervene in real time in the discussion of the topics addressed, by voting simultaneously and exchanging, if necessary, documentation; in this case, the Board of Auditors is considered to be held in the place where the subject taking the minutes is present. ART.17 DISSOLUTION In the event of its dissolution, for any reason, the Association has the obligation to donate its assets to other non-profit Organizations of social utility (Onlus) or for purposes of public utility, having heard the supervisory body referred to in Art. .3, paragraph 190, of Law No. 662 of 23 December 1996, unless otherwise required by law. ART.18 REFERRAL For anything not provided for in these Articles of Association, the laws in force regarding associations and non-profit organizations apply.
