Astaldi S p A : Company By-Laws

BY-LAWS OF ASTALDI S.p.A.

Title I

Name - Purpose - Registered Office - Duration

ART. 1

The Company's name is:

"ASTALDI Società per Azioni", in short "Astaldi S.p.A."

ART. 2

The company's purpose is the building activity in general,

carrying out public and private works, taking on and operating

works including those under concession, taking on, performing,

and operating plant engineering activities, and carrying out

studies, design, and consulting activities.

The Company's purpose further includes the execution,

construction, erection, supply, installation, management and

operation, transportation, maintenance, restoration and

repair, both on its own behalf and on the behalf of third

parties, both directly and under any contract, subcontract,

operation, project finance, concession or sub-concession

scheme, and anyway under any other form allowed by the law,

regardless of whether said activities are awarded by public

authorities or private bodies, associations, natural and legal

persons, of all private or public works, activities and

plants, as well as of all private and private works anyway

included within the categories of general and specialist works

as per Annex "A" to D.P.R. No. 207 of October 5, 2010, as

possibly amended and/or supplemented thereafter.

Said activities may be performed in Italy and abroad, both for

third parties and on the company's own behalf.

The Company may also perform any other activity and carry out

any other business related to its corporate purposes, both

directly and through the formation and/or operation of service

companies, industrial plants, and business and financial

activities, as well as by taking on participating interests,

including shareholding, in companies, groups, associations

including temporary associations of companies, consortia,

joint ventures and initiatives having a purpose similar to or

in any way connected with its own purpose. The Company may

also take part in humanitarian or cultural associations or

foundations and contribute to the establishment thereof

whenever such participation may promote the company's image

and make the company obtain a social merit.

In order to achieve its corporate purpose, the company may

carry out, both in Italy and abroad, any and all business,

industrial and financial operations, including operations on

movable assets and real estate, including giving and accepting

endorsements, sureties, or other guarantees to and from third

parties, as may be related to the corporate purpose or deemed

useful by the Board of Directors.

All the financial activities vis-à-vis the public, and the

activities reserved by law, are anyway excluded.

ART. 3

The Company's registered office is located in Rome.

The Company may set up and close down secondary offices,

branches, agencies, and representation offices in Italy and

abroad.

ART. 4

The domicile of shareholders, as far as their relationships

with the Company are concerned, is considered to be, to all

intents and purposes of the law, as set forth in the

Shareholders' Ledger.

ART. 5

The Company's duration is fixed until 31 December 2100 and may

be extended.

In accordance with section 2437, paragraph 2, of the Italian

civil code, in case of extension of the term, the shareholders

who did not take part in the approval of the relevant

resolution shall have no right to withdraw.

TITLE II

Capital - Shares - Bonds

ART. 6

The Company's capital amounts to €uro 339,460,378.65 (three

hundred thirty-nine million four hundred sixty-thousand three

hundred seventy-eight point sixty-five), is fully paid-up, and

is divided into 1,475,914,691 (one billion four hundred

seventy-five million nine hundred fourteen thousand six

hundred ninety-one) shares bearing no indication of nominal

value.

The Company's capital may be increased also by transfer of

receivables or payment in kind.

The Company's capital may be increased also by issuing shares

having rights which are different from those of the shares

already issued, as well as by issuing special categories of

shares to be attributed to individual members of the Company's

personnel in order to assign to them part of the Company's

profits, providing for specific rules governing the form and

manner of transfer, and the rights which the relevant

shareholders are entitled to.

The Shareholders' Extraordinary Meeting held on July 31, 2020,

resolved:

1. a share capital increase against payment, in tranches,
   excluding the right of option pursuant to section 2441,
   paragraphs 5 and 6, of the Italian Civil Code, of a maximum
   total amount of up to Euro 10,000,000, including the premium,
   by issuing a maximum number of 43,478,261 shares, without
   nominal value, at a unit price of Euro 0.23, to be reserved
   for subscription by Unexpected Unsecured Creditors of Astaldi