Zignago Vetro S p A : Company ByLaws Clean 27 0 2021

ZIGNAGO VETRO S.P.A.

(Extraordinary Shareholders' Meeting of April 27, 2021)

BY-LAWS

SECTION I

NAME, REGISTERED OFFICE, SCOPE AND DURATION OF THE COMPANY

ARTICLE 1

A joint-stock company is hereby incorporated under the name of "ZIGNAGO VETRO S.p.A.", which may be abbreviated to "Z.V. S.p.A.".

ARTICLE 2 Corporate Purpose

2.1 The purpose of the Company is:

1. the exercise, also on behalf of third parties or as an agent, of industrial and commercial activities in the containers and packaging sector and, in particular, concerning glass, as well as the purchase, sale and/or the administration of sub-products and services;
2. the carrying out of consultancy activity, including the sale of product process knowledge and of management techniques.

1. In order to achieve its corporate purpose, the Company may carry out all commercial, industrial and real estate operations, and in addition carry out, as an accessory rather than principal activity - and with the express exclusion of any activity carried out with the public - financial and moveable operations, including technical and financial coordination and loan activity, including interest-bearing, of the Company and of the entities in which a holding is held or a subsidiary, grants sureties, endorsements, guarantees, also in favour of third parties, as well as to assume, both directly and indirectly, shareholdings in Italian and foreign companies with similar or related corporate scopes.
2. The Company may carry out its business activities both in Italy and abroad.
3. Any activities reserved by law to specific professional categories, in addition to financial activities carried out with the public, are at all times excluded from the corporate scope.

ARTICLE 3 Registered Office

1. The Company's registered office is in Fossalta di Portogruaro (VE).
2. The Company may establish secondary offices, factories, branches, agencies and representative offices, both in Italy and abroad.
3. The legal domicile of the shareholders, for all dealings with the Company, is that
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cited on the shareholders' register. Shareholders must communicate any changes in this regard to the Company in a timely manner and in writing.

3.4 Shareholders adhere unconditionally to the By-Laws.

ARTICLE 4 Duration

The duration of the Company is fixed until December 31, (thirty-first) 2100 (two thousand

one hundred), and may be extended by resolution of the Extraordinary Shareholders'

Meeting.

SECTION II

SHARE CAPITAL AND SHARES

ARTICLE 5 Share Capital

5.1 The share capital amounts to Euro 8,932,000 (eight million nine hundred and thirty- two thousand), consisting of 89,320,000 (eighty-nine million three hundred and twenty thousand) shares with a nominal value of Euro 0.10 each.

The Extraordinary Shareholders' Meeting held on April 27, 2021 resolved to grant to the Board of Directors, for a period of five years from the date of the resolution, the power to increase, against payment and in divisible form, in one or more tranches, the share capital pursuant to Article 2443 of the Civil Code, with the exclusion of option rights pursuant to Article 2441, paragraphs 5, 6 and 8, of the Civil Code, for a maximum nominal amount of Euro 132,000 (one hundred and thirty-two thousand), by issuing a maximum of 1,320,000 (one million three hundred and twenty thousand) ordinary shares with regular dividend rights at the issue date and the same characteristics as those in circulation on the issue date, to be reserved for subscription to the beneficiaries of the 2019-2021 Stock Option Plan of Zignago Vetro S.p.A. approved by the Ordinary Shareholders' Meeting of April 29, 2019.

1. The share capital may be increased including by means of non-monetary conferment, in line with the applicable legal provisions, including benefits in kind and receivable conferments. The Shareholders' Meeting may confer to the Board of Directors the faculty to increase the share capital on one or more occasions up to an established amount and for a period of a maximum of 5 years from the date of the resolution.
2. In the event of a paid-in share capital increase, the option right may be excluded by resolution of the Shareholders' Meeting or, in the event that this right has been delegated, by the Board of Directors, within the limits and in the manner established by Article 2441, paragraph four, section two of the Civil Code, including through the issue of convertible bonds (also with warrants) and on the condition that the issue price corresponds to the market value of the shares and is confirmed in a relative report by the company appointed to audit the accounts.

ARTICLE 6 Share capital payments

6.1 Payments on shares are made by shareholders, in accordance with law, in the manner, terms and conditions established by the Board of Directors.

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6.2 As regards late shareholder payments, legal interest will apply to those shareholders with unpaid balances, in accordance with Article 2344 of the Civil Code.

ARTICLE 7 Shares and Financial Instruments

1. Shares are nominative, indivisible and freely transferable. Each share shall entitle the holder to one vote, except as established by Articles 7-bis,7-ter and 7-quater.
2. In addition to ordinary shares, the Company may issue, in compliance with law, classes of shares with differing rights. The Company may issue special categories of shares established by Article 2349, first paragraph of the Civil Code.
3. The Company may issue, in compliance with law, financial instruments other than
   shares.
4. The issue of financial instruments takes place through resolution of the Extraordinary Shareholders' Meeting, which establishes their characteristics, issue conditions, administrative and/or equity rights, penalties in the case of non-fulfilment of a commitment undertaken, and the means of transfer, circulation and repayment.

ARTICLE 7-BIS - Multi-voting rights

7-bis.1 The holders of ordinary shares, where satisfying the requirements and conditions established by the applicable regulations and the present By-Laws, devolve, in relation to the shares held on an uninterrupted basis for at least twenty-four months and from the date stated in the subsequent paragraph, two votes for each share.

7-bis.2 The multi-voting rights are received following registration in the appropriate list established under the subsequent Article 7-quater (the "Special List"):

1. when the share has been held for 24 uninterrupted months - by virtue of a right legitimising the exercise of voting rights (full ownership with voting rights or naked ownership with voting rights or usufruct with voting rights) - from inclusion on the Special List, accompanied by the relevant certification and/or communication from the intermediary and therefore with interrupted registration for this period;
2. from the fifth trading day of the calendar month subsequent to the conclusion of the period at the previous letter b).

7-bis.3 The multi-voting rights already matured or, if not matured, the period of ownership necessary for maturation of multi-voting rights, are maintained:

1. in the case of succession following death in favour of the heirs and/or legatees;
2. in the event of the merger or spin-off of the shareholder in favour of the Company resulting from the merger or the beneficiary of the spin-off, that established by the seventh paragraph is applicable.

7-bis.4 Multi-voting rights extend to shares (the "New Shares"):

1. from a scrip issue in accordance with Articles 2442 and 2349 of the Civil Code,
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devolving to owners of the shares for which multi-voting rights have matured (the "Original Shares");

1. devolving on exchange of the Original Shares in the case of merger or spin-off, also if provided for by the merger or spin-off project;
2. undertaken by the owners of the Original Shares in the exercise of the option right devolving from the shares.

7-bis.5 In relation to the previous paragraph, the New Shares acquire multi-voting rights from the moment of registration on the Special List, without the need to complete the further uninterrupted ownership period stated in the first and second paragraphs.

7-bis.6 In the cases established by the preceding fourth paragraph, where multi-voting rights for the Original Shares have not yet matured, but are in the course of maturation, the multi-voting rights will devolve to the New Shares which have been registered on the Special List from the completion of the ownership period, calculated from registration on the Special List of Original Shares.

7-bis.7 Multi-voting rights lapse for shares which (i) are subject to disposal, with or without consideration, granted as a lien, usufruct or are bound by other restrictions which attribute to third parties voting rights, (ii) held by a company or entity (the "Participants") which holds investments greater than the threshold established by Article 120, second paragraph of Legislative Decree 58/1998 (as subsequently amended and supplemented), in the case of the ceding, with or without consideration, of control (which concerns the events at Article 2359, paragraph 1, No. 1 of the Civil Code), directly or indirectly in the participants themselves, having notified that such do not constitute for the above purposes a significant disposal as per paragraph three.

7-bis.8 Multi-voting rights lapse on revocation by the shareholder, in full or in part, of such multi-voting rights. The revocation in any case is irrevocable and the multi-voting rights may be newly acquired with a new registration on the Special List and the full completion of uninterrupted registration period as per the first paragraph.

7- bis.9The shareholder registered on the Special List consents that the intermediary highlights, and that they themselves are held to communicate, by the end of the month in which such is verified and however by the date at the subsequent Article 7-quater, paragraph 3 (record date), any circumstance or event which may annul, in accordance with the applicable provisions of the By-Laws, the requirements for multi-voting rights or impact upon the holding of such.

ARTICLE 7-ter- Effects of multi-voting rights

7-ter.1 Those devolving multi-voting rights may utilise such by displaying the appropriate communication in the forms established by the applicable regulation and the present By- Laws, and following the declaration by the Company of the inexistence of impeding circumstances.

7-ter.2 The approval and declaration by the Company takes place by the date established by

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Article 13 of the present By-Laws.

7-ter.3 The multi-voting rights in the previous Article 7-bis are applicable for all shareholders resolutions and therefore for the establishment of the constituting and deliberative Shareholders' Meeting quorum and for motions based on share capital percentage ownership.

7-ter.4Multi-voting rights do not have an effect on rights other than voting rights, devolving and exercisable on the basis of set share capital percentages and therefore, among others, for the percentages required for the presentation of slates for the election of the Corporate Boards, for the exercise of the liability action in accordance with Article 2393-bis of the Civil Code, for the calculation of the percentages required for the challenging, in any form or for any reason, of Shareholders' Meetings resolutions.

ARTICLE 7-quater - Special list

7-quater.1 The Company creates and maintains, in the forms established for the maintenance of the shareholders register, the Special List, in which shareholders requesting multi-voting rights are maintained.

7-quater.2 The Special List contains the information required by the applicable rules and the present By-Laws.

7-quater.3 The Special List is updated by the fifth trading day from the end of each calendar month and in any case by the record date established by the applicable regulation.

7-quater.4 The Company executes cancellations from the list, in addition to the revocation or request from the interested party, also automatically where events emerge which prompt the loss of multi-voting rights or the lapsing of the requirements for their application.

7-quater.5 The Special List applies to, where compatible, the provisions concerning the shareholders register and any other relative provisions, also in relation to the publication of information and the inspection of shareholders right. With the request for registration on the Special List, those holding multi-voting rights accept that their data, within the limits established by the applicable regulations and the present By-Laws, are made public by the Company.

ARTICLE 8 Bonds

1. Bonds including convertible bonds may also be issued in compliance with the applicable legal provisions. The faculty to issue ordinary bonds is conferred to the Board of Directors.
2. The issue of convertible bonds or warrants is resolved by the Extraordinary
   Shareholders' Meeting, which also establishes the exchange ratio, the period and the manner for conversion, in compliance with that established by Article 2420-bis of the Civil Code and by other applicable legal provisions.
3. The Shareholders' Meeting may confer to the Board of Directors the necessary powers to issue convertible bonds according to Article 2420-ter of the Civil Code and other
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