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

1.

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

2.

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

3.

The Company's capital amounts to €uro 339340,431,460,378.65.27(three hundred forty millions four hundredthirty-ninemillionone thousandfour hundred sixty-thousandthree hundred seventy-eightpoint sixty- fivetwenty-seven), is fully paid-up, and is divided into 1,475,914,691480,136,785(one billion four hundred seventy-fiveeightymillion nineonehundred fourteenthirty-sixthousand sixsevenhundred ninety-oneeighty-five) 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

4.