The company's purpose is to acquire participations in banks and financial intermediaries in the Italian Republic, in accordance with Article 106 of the Italian Legislative Decree of September 1, 1993, No. 385, including participating in their establishment, and financing banks and financial companies in which participations have been acquired. In particular, the company's purpose is to ensure the solidity and continuity of the management of its controlling participation in Banca Ifis S.p.A., with its registered office in Venezia-Mestre (Italy), Via Terraglio n. 65, and banks, financial companies and/or instrumental companies directly or indirectly controlled or in which it holds a participation. All this without exercising the activities reserved by law or regulation, since the company's activities are only carried out in relation to controlled or affiliated companies as defined by Article 2359 of the Italian Royal Decree of March 16, 1942, No. 262. The following are explicitly excluded: (i) the activity of direction and coordination with respect to banks and financial companies in which the Company holds a participation, and (ii) the acquisition of participations in companies other than Banca Ifis S.p.A., except for those held or acquired solely for the purpose of managing liquidity, including through investments in real estate companies, excluding operations prohibited by the Federal Law on the Acquisition of Real Estate by Foreigners (LFAIE). Scogliera SA is a family company, managed for the benefit of the founding shareholders, in order to allow an orderly management, within the family itself, of the participation in Banca Ifis S.p.A. The company may also, directly or indirectly, acquire, hold and/or dispose of works of art and carry out cultural patronage activities, as well as promote, develop and disseminate the family values that underlie the company, trademarks and other intellectual property rights that the company may hold at any time. Within the framework of its auxiliary and secondary activity, the company may perform all acts and operations of any nature and establish all relationships deemed necessary or useful for the realization of the company's purpose, also providing guarantees, advances/loans and guarantees in general, also in the interest of third parties. The company may not substantially resort to indebtedness. The company has the right to establish branches in Switzerland and abroad, and/or acquire, hold and dispose of real estate, directly or indirectly also through real estate companies, excluding operations prohibited by the Federal Law on the Acquisition of Real Estate by Foreigners (LFAIE). The company shall notify the Banca d'Italia in advance of any change in the shareholding exceeding 2% of the company's share capital. The company also designates an independent auditor of high standing to periodically verify the company's compliance with the commitments relating to paragraphs 3, 7 and 9 of this article and regularly transmits the results of the verifications carried out to Banca Ifis S.p.A. and, through it, to the Banca d'Italia.
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