Intesa Sanpaolo S.P.A.Branch (foreign co.)

Manner of representation

The President of the Management Board and, in the event of his absence or impediment, the Vice-Presidents according to their seniority in holding office (Article 18.3 of the Articles of Association) or, in the event of equal seniority, according to age; in their absence, an authorized member of the management board ("PCZ"). The signature of the person replacing the President constitutes, vis-à-vis third parties, evidence of his absence or impediment in performing his function. Furthermore, the PCZ in areas in respect of which the management board has authorized him to act, and the General Directors ("DG") within the limits of the powers granted to them. In the event of the absence or impediment of the DG in acting, the persons replacing them in accordance with the provisions of the appointment instruments. The management board may grant powers to represent the company for individual acts or categories of acts, and may authorize the company's staff, as a rule jointly or, for categories of acts specified by the management board, independently. The President may grant special powers of attorney for individual acts or categories of acts relating generally to operations decided upon by the competent bodies of the company. Likewise, within the limits of the powers granted, the PCZ and the DG within the scope of their functions and competences.