GVS S p A : Report on Item 1 of the Agenda of the Extraordinary Meeting - Changes to the Articles of Association

GVS S.p.A.

Registered office in Zola Predosa (BO), Via Roma, 50 - share capital Euro 1,750,000.00 fully paid

up.

Bologna Register of Companies and tax code 03636630372 and VAT number 00644831208 -

Economic and Administrative Index (REA) BO-305386

Explanatory Report by the directors on the first item on the agenda of the extraordinary part of the

shareholders' meeting convened for 07 May 2024, at single call.

First item on the agenda of the extraordinary part - Amendment of Articles 11, 12, 13, 19 and 27 of the Articles of Association. Related and consequent resolutions.

Shareholders,

the Board of Directors has convened you in an Extraordinary Shareholders' Meeting to examine and approve the proposal to amend Articles 11, 12, 13, 19 and 27 of the Articles of Association (the "Articles of Association") of GVS S.p.A. (the "Company" or "GVS").

* * *

1. Explanation and justification of the proposed amendments to the Articles of Association

The proposed amendments to GVS's Articles of Association take into account Law No. 21 of 5 March 2024, concerning "Interventions in support of the competitiveness of capital and proxy to the Government for the organic reform of the provisions on capital markets set forth in the Consolidated Act referred to in Legislative Decree No. 58 of 24 February 1998, and of the provisions on capital companies contained in the Italian Civil Code also applicable to issuers" and published in the Official Journal on 12 March 2024 (the "Capital Law"). In particular, through the introduction of Article 135- undecies.1 of the CFA, it is established that provisions can be made permanently applicable allowing for the option, for listed companies and companies admitted to trading on a multilateral trading system, to establish that the intervention and exercise of voting rights at the Shareholders' Meeting for those entitled to vote shall take place exclusively through the granting of proxy (or sub-proxy) to the Designated Representative, provided that the Articles of Association expressly so provide.

Therefore, the proposed amendments, as explained in more detail below, mainly concern the manner of convening, intervening and representing in the Shareholders' Meeting.

On the occasion of the aforementioned proposed amendments, the Company also intends to propose updating the provisions on calling, attending and holding meetings of corporate bodies in order to better regulate the right to use means of communication, providing that they may also be held solely at a distance.

The proposed changes are further detailed below.

1. Article 11 - Calling the Shareholders' Meeting

"11.1 Without prejudice to the provisions of paragraph 11.3 below, Shareholders' Meetings are called by the Board of Directors at the Company's registered office or elsewhere, provided that they are in the territory of the Italian State or in another Member State of the European Union, whenever appropriate, or when convened in accordance with the law.

1. In any case, the Shareholders' Meeting must be convened at least once a year, within 120 (one hundred and twenty) days from the end of the financial year, or within 180 (one hundred and eighty) days, if the Company is required to prepare consolidated financial statements, or if particular needs relating to the Company's structure and purpose so require, without prejudice to the provisions of Article 154-ter of the CFA and, in any case, any legislation, including regulatory provisions, in force from time to time.
2. The call notice must indicate the date, place (physical or virtual) and time of the meeting and the list of items to be discussed, as well as the additional information required under the law, including regulations, in force at the time. The call notice may also provide that the meeting is to be held exclusively by means of telecommunications (without indication of a physical location).
3. The Meeting is held through a single call. Moreover, the Board of Directors may also convene the Shareholders' Meeting on second and third call in accordance with the provisions of the laws and regulations in force, without prejudice to the right to re-register on the part of the shareholder who subsequently intends to benefit from the increased voting right."

The proposed amendment to Article 11 of the Articles of Association is required by the proposed introduction - in the subsequent Articles 12 and 13 - of the possibility, under certain circumstances, 2

to hold the Shareholders' Meeting only remotely: it is thus merely a coordination of texts.

1. Article 12 - Right of participation in the meeting

"12.1 The right to attend and the representation at the Shareholders' Meeting are governed by the laws and regulations in force at the time.

1. Those entitled to vote may attend the Shareholders' Meeting, provided that they exercise their right to vote in accordance with the laws and regulations in force at the time for companies with shares listed on regulated markets. It is the duty of the Chair of the Meeting, who may be assisted by appointees, to ascertain the right to attend the Meeting and to settle any disputes.
2. The proxy to participate in the Shareholders' Meeting may be notified to the Company in accordance with the procedures indicated over time, subject to compliance with applicable laws and regulations.
3. For representation in the Shareholders' Meeting, the legislation, including regulatory, in force from time to time shall apply.
4. The Company may designate, for each Shareholders' Meeting, a person (the "Designated Representative") to whom shareholders may grant, in the manner and under the terms provided by law and the regulatory provisions in force at the time, a proxy with voting instructions on all or some of the proposals on the agenda.
5. The Company may provide in the call notice that attendance and the exercise of voting rights at the Shareholders' Meeting may also take place exclusively through the granting of proxy (or sub-proxy) of voting rights to the Designated Representative in accordance with the procedures provided for by law and the regulatory provisions in force at the time.
6. In this case, the Shareholders' Meeting may take place, also exclusively, by means of telecommunications that guarantee the identification of the attendees, their participation and the exercise of their voting rights, pursuant to and for the purposes of Article 2370, fourth paragraph, of the Civil Code, without the need for the Chairman, Secretary or Notary Public to be in the same place, if any."

The first proposed amendment to Article 12 (paragraph 5) of the Articles of Association is rendered opportune by the provision - in the following newly introduced paragraph (paragraph 6) - of the option to provide for the intervention and exercise of the voting right at the Shareholders' Meeting also through the Designated Representative: therefore, express reference has been made, as to procedures and terms, to the relevant regulations in force at the time.

The proposal of the next new paragraph (paragraph 6) is aimed at introducing the Company's option to establish in the call notice - if permitted by law and/or the regulatory provisions in force at the time

• that attendance and the exercise of voting rights at the Shareholders' Meeting for those entitled to do so shall take place exclusively by means of proxy (or sub-proxy) to the Designated Representative.

The provision is accompanied by the further specification, in the following paragraph (paragraph 7), that, should the Company opt for the "exclusive" use of the Designated Representative, participation in the Shareholders' Meeting may take place, also exclusively, by means of telecommunications that guarantee the identification of the attendees, their participation and the exercise of their voting rights, pursuant to and for the purposes of Article 2370, fourth paragraph, of the Civil Code, without the need for the Chairman, Secretary or Notary Public to be in the same place, if any.

As mentioned in the introduction, the proposal to introduce such provisions into the Articles of Association takes into account, first and foremost, the contents of the Capital Law, which, in the wake of what was allowed by the regulations issued to address the health emergency by COVID-19 - specifically, by Article 106 of Decree-Law No. 18 of 17 March 2020 (converted with amendments by Law No. 27 of 24 April 2020) - and then reiterated in subsequent years, contemplates the possibility for issuers to provide for intervention and voting at the Shareholders' Meeting exclusively through the Designated Representative.

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The provisions relating to intervention only remotely, introduced by the aforementioned emergency legislation, were subsequently endorsed by the most important notarial practice (see, in this regard, Maxim No. 187 "Attendance of Shareholders' Meetings by Telecommunication Means" of 11 March 2020 and Maxim No. 200 "Clauses in the Articles of Association legitimising the calling of Shareholders' Meetings exclusively by Telecommunication Means" of 23 November 2021, both by the Board of Notaries of Milan).

With regard to the clarification, proposed in the following paragraph (paragraph 7), of the unnecessary co-presence of the Chairman and Secretary for meetings held by means of telecommunications, it should be clarified that the joint presence of these persons in the same place was originally considered indispensable insofar as it was functional to the simultaneous formation of the minutes of the meeting, signed by both the Chairman and Secretary. However, this requirement does not appear to be appropriate in cases where the intervention of the attendees takes place by means of telecommunications, since in such cases the minutes may be drawn up at a later date with the signature of the Chairman and Secretary. This greater flexibility for shareholders' meetings, introduced by the aforementioned emergency regulation, was subsequently endorsed by the most important notary practice (see the aforementioned Maxims No. 187 and No. 200 of the Board of Notaries of Milan) and, therefore, it is deemed appropriate to incorporate it into the Articles of Association.

1. Article 13 - Shareholders' Meetings through means of telecommunication

"13.1 The shareholders' meeting may be held, where permitted by the law in force at the time, also exclusively by means of telecommunications that guarantee the identification of the attendees without the need for the Chairman, the Secretary and/or the Notary Public to be in the same place ,with interventions in several separate places, that may be nearby or distant, audio/video connected, provided that the collegial method and the principles of good faith and equal treatment of shareholders are respected. In such case, it is necessary that:

1. the Chair of the meeting, also through their office, be allowed to unequivocally ascertain the identity and legitimacy of those present, regulate the proceedings of the meeting, and ascertain and proclaim the results of the vote;
2. the person taking the minutes be allowed to adequately perceive the meeting events being recorded;
3. attendees be allowed to participate in real time in the discussion and simultaneous voting on the items on the agenda;
4. the call notice indicates (i) in the case of video-conferencing,the audio/video locations connected by the Company and in which those attending may take part, and (ii) in the case of teleconferencing, the telephone number to which shareholders and/or members of the Board of Directors and/or Board of Statutory Auditors may connectthe procedure adopted is specified in the notice convening the Shareholders' Meeting and the Company provides details on how to connect telematically.

13.2 If these prerequisites are met, the meeting shall be deemed to have been held at the place where the chair and secretary of the meeting are located, so that the minutes can be drawn up and signed in the relevant book. If, at the time scheduled for the start of the meeting, the connection is not possible, the meeting shall not be valid and shall have to be reconvened; if, during the meeting, the connection is interrupted, the meeting shall be declared adjourned and the resolutions adopted until then shall be considered valid.

The possibility of holding meetings also exclusively by means of telecommunications is introduced, eliminating the provision that identified, in the case of remote meetings, the place of the meeting as the one where the Chairman and Secretary were both located. The proposal is justified for the same reasons as those already stated in the proposed amendments to Article 12 of the Articles of Association (see Paragraph 1, I) above).

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(IV)	Article 19 - Meetings of the Board of Directors

"19.1 Without prejudice to the provisions of paragraphs 19.3 and 19.7 below, the Board of Directors is also convened outside the municipality in which the registered office is located, provided that it is in Italy or within the territory of a country belonging to the European Union, at least every three (3) months, as well as every time the Chair or, in the event of their absence or impediment, the CEO or, lastly, in the event of the latter's absence or impediment, the most senior director deems it necessary or when at least two directors or a statutory auditor so request in writing, indicating the items to be discussed.

1. Meetings of the Board of Directors are chaired by the Chair or, in their absence or due to impediment, by the CEO or, in the event of their absence or impediment, by the most senior director.
2. The meeting shall be convened by written notice indicating the date, time and place (physical or virtual) of the meeting, as well as the relevant agenda, to be sent to each director and standing auditor in office at least 5 (five) days before the date set for the meeting and, in case of urgency, at least 48 (forty-eight) hours before; the notice may be sent by registered mail with acknowledgement of receipt to the address of each of them, or by any other means that guarantees proof of receipt.

The call notice may also provide that the meeting is to be held exclusively by means of telecommunications (without indication of a physical location).

1. Even in the absence of convocation, the Board of Directors' meeting shall be deemed to be duly constituted if all the directors in office and all the standing auditors in office are present and none of them objects to the items to be discussed.
2. A meeting of the Board of Directors is validly convened with a majority of the directors in office and resolves with the favourable vote of the majority of those present. The executive committee, if appointed, deliberates with the presence and favourable vote of the absolute majority of its members. In the event of an even number of directors and parity of votes, the vote of the Chair of the Board of Directors or, if not present, the Chair of the relevant board meeting, shall prevail.
3. Resolutions of the Board of Directors must be recorded in minutes that are drawn up, approved and signed by the chair of the meeting and by the secretary, and transcribed in the corporate books prescribed by law.
4. Meetings of the Board of Directors may also be held, where permitted by the law in force at the time, also exclusively by means of telecommunications that guarantee the identification of the attendees without the need for the Chairman and the Secretary to be in the same place, with interventions in several separate places, that may be nearby or distant, audio/video connected, provided that the collegial method and the principles of good faith are respected. In such case, it is necessary that:

1. the Chair of the meeting, also through their office, be allowed to unequivocally ascertain the identity and legitimacy of those present, regulate the proceedings of the meeting, and ascertain and proclaim the results of the vote;
2. the person taking the minutes be allowed to adequately perceive the events being recorded;
3. attendees be allowed to participate in real time in the discussion and simultaneous voting on the items on the agenda;
4. there is an indication in the call notice (or immediately thereafter, but in any event as soon as possible and sufficiently in advance of the date set for the meeting) (i) in the case of video- conferencing, of the audio/video locations connected by the Company and in which those attending may take part; or (ii) in the case of teleconferencing, of the telephone number to which attendees may connect.

19.8 If these prerequisites are met, the meeting shall be deemed to have been held at the place where the chair and secretary of the meeting are located, so that the minutes can be drawn up and signed in the relevant book.If, at the time scheduled for the start of the meeting, the

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connection is not possible, the meeting shall not be valid and shall have to be reconvened; if, during the meeting, the connection is interrupted, the meeting shall be declared adjourned and the resolutions adopted until then shall be considered valid.

The first proposed amendments to Article 19 (paragraphs 1 and 3) of the Articles of Association are required by the proposed introduction - in the following paragraphs (paragraphs 7 and 8) - of the possibility of holding Board meetings exclusively remotely.

In fact, the possibility of holding meetings also exclusively by means of telecommunications is introduced, eliminating the provision that identified, in the case of remote meetings, the place of the meeting as the one where the Chairman and Secretary were both located. The latter proposal is justified for the same reasons as those already stated in the proposed amendments to Articles 12 and 13 of the Articles of Associations on the subject of shareholders' meetings, which expressly exclude the need for the co-presence of the two parties (see Paragraphs 1, II and III above). This possibility, introduced by the emergency legislation for shareholders' meetings, was in fact extended to meetings of the Board of Directors and other collegial bodies of joint stock companies and cooperatives with the endorsement of notarial practice (see the aforementioned Maxims No. 187 and No. 200 of the Board of Notaries of Milan).

1. Article 27 - Meetings of the Board of Statutory Auditors

"27.1 The convocation of the Board of Statutory Auditors shall be made by the Chair of the Board of Statutory Auditors by written notice to be sent to each standing auditor at least 5 (five) calendar days before the date set for the meeting or, in cases of urgency, at least 24 (twenty-four) hours before the meeting. The notice shall indicate the (physical or virtual) place, day and time of the meeting and the items on the agenda.

27.2 Where permitted by legislation in force over time, also exclusively, meetings of the Board of Statutory Auditors may be held with attendees located in several places through the use of telecommunication means, in accordance with the procedures specified in these Articles of Association for the Board of Directors."

The purpose of the proposed amendments to Article 27 of the Articles of Association is to introduce the possibility of holding meetings of the Board of Statutory Auditors also exclusively by means of telecommunications. This proposal is justified by the reasons already explained in the new Articles 12, 13 and 19 of the Articles of Association.

2. Assessments regarding the recurrence of the right of withdrawal

The amendments to Articles 11, 12, 13, 19 and 27 of the Articles of Association, proposed by the Board of Directors, do not entail a right of withdrawal for Shareholders who did not take part in the resolution, since none of the cases contemplated by Article 2437 of the Civil Code or any other applicable provisions of law or regulations or the Articles of Association are applicable.

3. Proposed resolution

Shareholders,

For the above reasons, the Board of Directors proposes that you pass the following resolutions:

"The Shareholders' Meeting of GVS S.p.A., having examined and discussed the explanatory report of the Board of Directors and the proposals contained therein,

resolved

1. to amend the articles of the current Articles of Association as follows:

ORIGINAL TEXT		PROPOSED TEXT
Article 11		Article 11
Calling the Shareholders' Meeting		Calling the Shareholders' Meeting
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11.1 Shareholders' Meetings are called by		"11.1 Without prejudice to the provisions
the Board of Directors at the Company's		of paragraph 11.3 below, Shareholders'
registered office or elsewhere, provided that		Meetings are called by the Board of
they are in the territory of the Italian State or		Directors at the Company's registered office
in another Member State of the European		or elsewhere, provided that they are in the
Union, whenever appropriate, or when		territory of the Italian State or in another
convened in accordance with the law.		Member State of the European Union,
						whenever appropriate, or when convened in
						accordance with the law.
11.2 In any case, the Shareholders' Meeting		11.2 In any case, the Shareholders' Meeting
must be convened at least once a year,		must be convened at least once a year,
within 120 (one hundred and twenty) days		within 120 (one hundred and twenty) days
from the end of the financial year, or within		from the end of the financial year, or within
180 (one hundred and eighty) days, if the		180 (one hundred and eighty) days, if the
Company	is	required	to	prepare		Company	is	required	to	prepare
consolidated financial statements, or if		consolidated financial statements, or if
particular needs relating to the Company's		particular needs relating to the Company's
structure and purpose so require, without		structure and purpose so require, without
prejudice to the provisions of Article 154-ter		prejudice to the provisions of Article 154-ter
of the CFA and, in any case, any legislation,		of the CFA and, in any case, any legislation,
including regulatory provisions, in force from		including regulatory provisions, in force from
time to time.						time to time.
11.3 The call notice must indicate the date,		11.3 The call notice must indicate the date,
place and time of the meeting and the list of		place (physical or virtual) and time of the
items to be discussed, as well as the		meeting and the list of items to be discussed,
additional information required under the		as well as the additional information required
law, including regulations, in force at the		under the law, including regulations, in force
time.						at the time. The call notice may also
						provide that the meeting is to be held
						exclusively		by	means	of
						telecommunications (without indication
						of a physical location).
11.4 The Meeting is held through a single		11.4 The Meeting is held through a single
call. Moreover, the Board of Directors may		call. Moreover, the Board of Directors may
also convene the Shareholders' Meeting on		also convene the Shareholders' Meeting on
second and third call in accordance with the		second and third call in accordance with the
provisions of the laws and regulations in		provisions of the laws and regulations in
force, without prejudice to the right to re-		force, without prejudice to the right to re-
register on the part of the shareholder who		register on the part of the shareholder who
subsequently intends to benefit from the		subsequently intends to benefit from the
increased voting right.				increased voting right.
		Article 12						Article 12
Right of participation in the meeting		Right of participation in the meeting
12.1 The right to attend and the		12.1 The right to attend and the
representation at the Shareholders' Meeting		representation at the Shareholders' Meeting
are governed by the laws and regulations in		are governed by the laws and regulations in
force at the time.				force at the time.
12.2 Those entitled to vote may attend the		12.2 Those entitled to vote may attend the
Shareholders' Meeting, provided that they		Shareholders' Meeting, provided that they
exercise their	right to vote	in accordance		exercise their right to vote in accordance
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with the laws and regulations in force at the		with the laws and regulations in force at the
time for companies with shares listed on		time for companies with shares listed on
regulated markets. It is the duty of the Chair		regulated markets. It is the duty of the Chair
of the Meeting, who may be assisted by		of the Meeting, who may be assisted by
appointees, to ascertain the right to attend		appointees, to ascertain the right to attend
the Meeting and to settle any disputes.		the Meeting and to settle any disputes.
12.3 The proxy to participate in the		12.3 The proxy to participate in the
Shareholders' Meeting may be notified to the		Shareholders' Meeting may be notified to the
Company in accordance with the procedures		Company in accordance with the procedures
indicated over time, subject to compliance		indicated over time, subject to compliance
with applicable laws and regulations.		with applicable laws and regulations.
12.4 For representation in the Shareholders'		12.4 For representation in the Shareholders'
Meeting, the legislation, including regulatory,		Meeting, the legislation, including regulatory,
in force from time to time shall apply.		in force from time to time shall apply.
		12.5 The Company may designate, for
		each Shareholders' Meeting, a person
		(the "Designated Representative") to
		whom shareholders may grant, in the
		manner and under the terms provided by
		law and the regulatory provisions in force
		at the time, a proxy with voting
		instructions on all or some of the
		proposals on the agenda.
		12.6 The Company may provide in the call
		notice that attendance and the exercise
		of voting rights at the Shareholders'
		Meeting may also take place exclusively
		through the granting of proxy (or sub-
		proxy) of voting rights to the Designated
		Representative in accordance with the
		procedures provided for by law and the
		regulatory provisions in force at the time.
		12.7 In this case, the Shareholders'
		Meeting may take place, also exclusively,
		by means of telecommunications that
		guarantee the identification of the
		attendees, their participation and the
		exercise of their voting rights, pursuant
		to and for the purposes of Article 2370,
		fourth paragraph, of the Civil Code,
		without the need for the Chairman,
		Secretary or Notary Public to be in the
		same place, if any.
Article 13		Article 13
Shareholders' Meetings through means of		Shareholders' Meetings through means
telecommunication		of telecommunication
13.1 The Shareholders' Meeting may be		"13.1 The Shareholders' Meeting may be
held with interventions in several separate		held, where permitted by the law in force
places, that may be nearby or distant,		at the time, also exclusively by means of
audio/video connected, as long as the		telecommunication that guarantee the
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collegial method and principles of good faith

identification of the attendees without the

and equal treatment of shareholders are

need for the Chairman, the Secretary

respected. In such case, it is necessary that:

and/or the Notary Public to be in the same

(a) the Chair of the meeting, also through

place,

with

interventions

in several

separate places, that may be nearby or

their office, be

allowed to

unequivocally

distant, audio/video connected, as long as

ascertain the identity and legitimacy of those

the collegial method and

the principles

of

present,

regulate

the

proceedings of

the

good

faith

and

equal

treatment

of

meeting,

and ascertain and

proclaim

the

shareholders are respected. In such case, it

results of the vote;

is necessary that:

(b) the person taking the minutes be allowed

(a) the Chair of the meeting, also through

to adequately perceive the meeting events

their office,

be allowed

to

unequivocally

being recorded;

ascertain the identity and legitimacy of those

(c) attendees be allowed to participate in real

present, regulate the proceedings of the

time in the discussion and simultaneous

meeting, and ascertain and proclaim the

voting on the items on the agenda;

results of the vote;

(d) the call notice indicates (i) in the case of

(b) the person taking the minutes be allowed

video-conferencing,

the

audio/video

to adequately perceive the meeting events

locations connected by the Company and in

being recorded;

which those attending may take part, and (ii)

(c) attendees be allowed to participate in real

in the

case

of

teleconferencing,

the

time in

the

discussion and

simultaneous

telephone number

to

which

shareholders

voting on the items on the agenda;

and/or members of the Board of Directors

and/or Board of Statutory Auditors may

(d) the call notice indicates (i) in the case

connect.

of video-conferencing, the audio/video

locations connected by the Company and

in which those attending may take part,

and (ii) in the case of teleconferencing,

the telephone number to which

shareholders and/or members of the

Board of Directors and/or Board of

Statutory Auditors may connectthe

procedure adopted is specified in the

notice

convening

the

Shareholders'

Meeting and the Company provides

details on how to connect telematically.

13.2 If these prerequisites are met, the meeting

13.2 If these prerequisites are met, the

shall be deemed to have been held at the place

meeting shall be deemed to have been held

where the chair and secretary of the meeting

at the place where the chair and secretary

are located, so that the minutes can be drawn

of the meeting are located, so that the

up and signed in the relevant book. If, at the

minutes can be drawn up and signed in the

time scheduled for the start of the meeting, the

relevant book. If, at the time scheduled for the

connection is not possible, the meeting shall

start of the meeting, the connection is not

not be valid and shall have to be reconvened;

possible, the meeting shall not be valid and

if, during the meeting, the connection is

shall have to be reconvened; if, during the

interrupted, the meeting shall be declared

meeting, the connection is interrupted, the

adjourned and the resolutions adopted until

meeting shall be declared adjourned and the

then shall be considered valid.

resolutions adopted until then shall be

considered valid.

Article 19

Article 19

Meetings of the Board of Directors

Meetings of the Board of Directors

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19.1 The Board of Directors is also convened		19.1 Without prejudice to the provisions of
outside the municipality in which the registered		paragraphs 19.3 and 19.7 below, the Board
office is located, provided that it is in Italy or		of Directors is also convened outside the
within the territory of a country belonging to the		municipality in which the registered office is
European Union, at least every three (3)		located, provided that it is in Italy or within the
months, as well as every time the Chair or, in		territory of a country belonging to the European
the event of their absence or impediment, the		Union, at least every three (3) months, as well
CEO or, lastly, in the event of the latter's		as every time the Chair or, in the event of their
absence or impediment, the most senior		absence or impediment, the CEO or, lastly, in
director deems it necessary or when at least		the event of the latter's absence or
two directors or a statutory auditor so request		impediment, the most senior director deems it
in writing, indicating the items to be discussed.		necessary or when at least two directors or a
		statutory auditor so request in writing,
		indicating the items to be discussed.
19.2 Meetings of the Board of Directors are		19.2 Meetings of the Board of Directors are
chaired by the Chair or, in their absence or due		chaired by the Chair or, in their absence or due
to impediment, by the CEO or, in the event of		to impediment, by the CEO or, in the event of
their absence or impediment, by the most		their absence or impediment, by the most
senior director.		senior director.
19.3 The meeting shall be convened by written		19.3 The meeting shall be convened by written
notice indicating the date, time and place of the		notice indicating the date, time and (physical
meeting, as well as the relevant agenda, to be		or virtual) place of the meeting, as well as the
sent to each director and standing auditor in		relevant agenda, to be sent to each director
office at least 5 (five) days before the date set		and standing auditor in office at least 5 (five)
for the meeting and, in case of urgency, at least		days before the date set for the meeting and,
48 (forty-eight) hours before; the notice may be		in case of urgency, at least 48 (forty-eight)
sent by registered mail with acknowledgement		hours before; the notice may be sent by
of receipt to the address of each of them, or by		registered mail with acknowledgement of
any other means that guarantees proof of		receipt to the address of each of them, or by
receipt.		any other means that guarantees proof of
		receipt.
		The call notice may also provide that the
		meeting is to be held exclusively by means
		of telecommunications (without indication
		of a physical location).
19.4 Even in the absence of convocation, the		19.4 Even in the absence of convocation, the
Board of Directors' meeting shall be deemed to		Board of Directors' meeting shall be deemed to
be duly constituted if all the directors in office		be duly constituted if all the directors in office
and all the standing auditors in office are		and all the standing auditors in office are
present and none of them objects to the items		present and none of them objects to the items
to be discussed.		to be discussed.
19.5 A meeting of the Board of Directors is		19.5 A meeting of the Board of Directors is
validly convened with a majority of the directors		validly convened with a majority of the directors
in office and resolves with the favourable vote		in office and resolves with the favourable vote
of the majority of those present. The executive		of the majority of those present. The executive
committee, if appointed, deliberates with the		committee, if appointed, deliberates with the
presence and favourable vote of the absolute		presence and favourable vote of the absolute
majority of its members. In the event of an even		majority of its members. In the event of an even
number of directors and parity of votes, the		number of directors and parity of votes, the
vote of the Chair of the Board of Directors or, if		vote of the Chair of the Board of Directors or, if
not present, the Chair of the relevant board		not present, the Chair of the relevant board
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