Art. 1.- CONSTITUTION – LOCATION – DURATION

1.1. An Association called theis formed “WATCH PASSION”, in short, “WATCH PASSION” and / or “WP”. .

1.2. The company’s headquarters is located in the Municipality of Verona, Piazza Pradaval n. 8 / B.

The Board of Directors, with its own resolution, will be able to set up administrative offices, operational offices and representative offices also in other places and can also be organized in territorial structures.

1.3. The duration of the Association is unlimited.

Art. 2.- NATURE – PURPOSE – TERRITORIAL ARTICULATION

2.1. The Association of Traders of New and Used Watches is a category association, autonomous, free, independent, non-partisan and non-profit.

2.2. It can join Federations, Associations and Entities with similar or similar purposes and has the following purpose:

a) to group in the Association the operators of commercial activities, the public businesses, the artisans and all those who exercise or have exercised a services and / or professional activities, on the national and international territory of new and / or used watches;

b) enter into agreements and / or agreements with Companies, both public and private Bodies, Physical Persons and / or any person, in order to obtain for their Members advantages and / or benefits related to their business and / or professional activity;

c) to assist and protect the Members according to the recognition and enhancement of their activities, towards the locality, individual economic operators, Trade Associations, as well as Public Bodies and Private Individuals;

d) take care of the image of the Members by creating a homogeneous structure based on the unity of intent and behavior that contributes to the distinction and enhancement of the activities involved.

2.3. For the realization of these purposes the Association can, among other things:

a) assume and incentivize initiatives of common interest to the Members in the field of image, promotion and marketing;

b) promote initiatives for the enhancement of the category also through agreements with Companies and Bodies both Public and Private that can enhance the assets and services of Members;

c) represent the category, whenever necessary and in any context where the presence and the contribution of the Association is useful, necessary and / or consequent to achieve the aforementioned goals;

d) designate their own representatives to hold offices of any kind and in any public or private body;

e) promote and organize meetings or training and professional updating courses;

f) encourage collaboration with similar associations, including international ones;

g) generally carry out all the activities that will be recognized as useful for the achievement of institutional goals, also through commercial initiatives and also through the creation of particular databases of common utility.

2.4. If the opportunity arises, the Association may be organized nationally and internationally with specially constituted bodies.

Art. 3.- BRAND OR LOGO

3.1. The Association is marked by the abbreviation “WATCH PASSION” and / or “WP” and by a brand or logo, which must be approved by the Board of Directors.

3.2. The initials and the brand or logo are distinctive signs and images of the Association. All Members can use them only and exclusively to attest their membership to the Association.

3.3. It is forbidden to use the name, the initials and the brand or logo for the name of other companies, consortia, associations or any other type of subject, without the prior authorization of the Association’s Board of Directors.

Art. 4.- REGULATIONS

4.1. The Regulations define the rules for implementing this Statute. These rules cannot be in contradiction with the letter and the spirit of the Statute, otherwise they will be void.

Art. 5.- ADMISSIONS – ENTRIES – RIGHTS AND DUTIES OF MEMBERS

5.1. The associative relationship and the methods of association are governed by this statute and any regulations in a uniform manner for all members, so that the effectiveness of the associative relationship is guaranteed. The temporary nature of participation in the association’s life is expressly excluded, except for the right of withdrawal.

5.2. All senior members of the age group have the right to vote for the approval of the budget and the amendments to the statute and regulations.

5.3. Members of the Association may be natural persons and companies which carry out commercial, public, craft, service or professional activities on the national and international territory of new and / or used watches, spare parts and accessories for watches; provided they are holders of a VAT number and regular registration with the Chamber of Commerce.

5.4. The application for admission as a Member, including the declaration of acceptance of the Statute and the Regulations must be sent by registered letter or delivered also by hand to the President or Secretary, provided that it bears a certain date acquired by mail from the President and / or Secretary, or in other ways that will be established by subsequent regulations.

5.5. It must be signed, in the case of sole proprietorship, by the owner and, in the case of company and / or entity, by the Legal Representative. The registered office must also be indicated in the application form. Once 30 (thirty) days have elapsed from the date of receipt of the application for membership, without the refusal order being taken and communicated, it is considered accepted, therefore the applicant acquires the status of Member already for the current year.

5.6. The Board of Directors can express the refusal to join, with unquestionable decision, in the case in which the applicant does not possess one of the requirements of the present article; in the event that he has been convicted, with a final judgment, following insolvency or judicial proceedings and also in cases where the application for membership does not comply with the inspiring principles of the Articles of Association and the Statute.

5.7. Membership as a member is tacitly renewed for the following year unless canceled by registered letter by 30 September each year.

5.8. The “Annual Membership Fee” is non-transferable, except for transfers “mortis causa”, and not revaluable.

5.9. Members have the right to actively participate in the activities of the Association in the forms envisaged by the Statute and by the Regulations. The possibility is explicitly excluded that some members participate only temporarily in the associative life.

5.10. Members can use the abbreviation and the trademark or logo of the Association exclusively to show that they are members of the Association.

5.11. Members have the obligation to pay an “Annual Membership Fee” of € 400.00 (euro four hundred / 00). The “Annual Membership Fee” may be redetermined to the extent and in the manner established by the subsequent Regulations.

5.12. Payments pursuant to art. 5.11 must be made within thirty days following the expiry of the deadline pursuant to art. 5.5, while in the hypothesis of renewal pursuant to art. 5.7, by March 31 of each year.

5.13. The Members have the duty to respect the Statute and the Regulations.

5.14. The status of Member is lost: by voluntary resignation and by exclusion deliberated by the Board of Directors, for arrears in the payment of the fees provided for by the Statute, for misconduct, for the loss of the requisites foreseen by the Constitutive Act and the Statute and for the causes possibly required by the Regulations and the Statute.

Art. 6.- STRUCTURE AND BODIES

6.1. The organs of the Association are:

a) the Assembly of Members;

b) the Board of Directors;

c) the President and the Vice President of the Board of Directors;

d) the Treasurer;

e) the Secretary;

f) the Board of Auditors, if appointed by the assembly.

6.2. The associative positions are covered free of charge.

Art. 7.- SHAREHOLDERS ‘MEETING

7.1. The Assembly is the sovereign organ of the Association. It is formed by all the Members in good standing with the Statutory and Regulations requirements.

7.2. Only Members in good standing with the payment of the “Annual Membership Fee” have the right to vote.

7.3. The Assembly is convened by the Board of Directors, in addition to the frequency established by the Statute, whenever it deems it necessary. However, the Board of Directors must convene the assembly if a written request is made by at least 1/3 (a third) of the members in compliance with the statutory and regulatory norms.

7.4. For the validity of its constitution and its resolutions on first call it is necessary that at least half of the Members having the right to vote are present or represented and the resolutions will be taken by a majority of the votes that can be expressed there.

7.5. In the event of a second call, the Assembly will be valid whatever the number of those present or represented and will always deliberate by a majority of the votes that can be expressed there.

7.6. For resolutions concerning changes to the Statute or the dissolution of the Association, it will be necessary however:

a) for the validity of the assemblies: that at least two thirds of the Members having the right to vote are present or represented;

b) to deliberate: the favorable vote of at least half plus one of the votes that can be expressed there.

7.7. The Assembly will meet at least twice a year and, in any case, once within 6 (six) months from the end of the financial year.

7.8. It is up to the Assembly to resolve on:

– the approval of the final and budget balance;

– the modification of the Statute;

– approval and / or modification of the Regulations;

– upon the revocation and replacement, on the proposal of the Board of Directors, of the members of the Executive Council who have been absent, without justified reason, for at least three meetings of the Board of Directors or for other serious reasons;

– any other subject that the Board of Directors intends to submit.

7.9. The Assembly is called by written notice sent or otherwise brought to the attention of each Member at least eight days before the date set for the meeting.

7.10. Each Member may be represented by another person, even a non-shareholder, as long as they possess the requisites of morality and have not been convicted, with a final judgment, following an insolvency or judicial procedure or there is anyway conflict with the inspiring principles of theAct

Constitutiveand Statute. However, no delegate can represent more than one Member. The members of the Board of Directors, the Treasurer, the Secretary and the members of the Board of Auditors cannot be delegated.

7.11. Each Member is entitled to one vote. Normally, unless otherwise decided by the assembly and on the occasion of the election of the associative organs, the voting takes place by show of hands.

7.12. The assembly is chaired by the President. It has the task of: reading the agenda at the opening of the Assembly; accept questions, interpellations, motions and amendments; maintain order during the sessions and ensure that each individual Member can express their opinions undisturbed; ensure that the agenda is respected; check the results of the votes counted by the Secretary; to read the results of the motions approved and the final text of all the resolutions adopted by the Assembly.

7.13. The Secretary of the Assembly is normally the Secretary of the Association, in the event of his vacation, the Assembly, on the recommendation of the President of the same, proceeds to appoint a member.

7.14. The meetings of the assembly are summarized in a concise minutes drawn up by the Secretary, signed by the President and collected in a minutes book of the Assembly. The resolutions, financial statements and reports approved by the shareholders’ meeting are attached to this report.

It always remains deposited at the headquarters and every member can consult it.

7.15. It is possible to hold meetings of the Assembly, with interventions located in more than one place, contiguous or distant, connected audio / video, and this under the following conditions, which must be acknowledged in the relative minutes:

– that the President is present in the same place and the Secretary of the meeting who will provide for the formation and signing of the minutes;

– that the Chairman of the Meeting be allowed to ascertain the identity and legitimacy of the participants, regulate the progress of the meeting, ascertain and announce the results of the vote;

– that the person taking the minutes is allowed to adequately perceive the assembly events subject to the minutes;

– that the attendees be allowed to participate in the discussion and simultaneous voting on the topics on the agenda, as well as to view, receive or transmit documents;

– that they are indicated in the notice of the meeting, except in the case of a total assembly, the audio / video sites connected by the company, in which the attendees may come, since the meeting must be considered held in the place where the President and reporting subject; in addition, as many attendance sheets as the number of connected audio / video places in which themeeting is held must be prepared

Art. 8

. The Board of Directors consists of a minimum of 3 (three) members to a maximum of 7 (seven) members, according to the number determined by the members at the time of appointment. Its members can be re-elected.

8.2. Spect of right n. 3 members of the Board of Directors to the founding members, as per the deed of incorporation of 11 March 2019, as long as they are part of the candidates for the elective assembly. The other members of the Board of Directors will be elected based on the ranking drawn up on the number of votes received.

8.3. Only members can be elected as members of the Board of Directors. If the member is a company or an entity, the relevant Legal Representative may be appointed as a member of the Board of Directors.

8.4. The Executive Council elects the President and the Vice President internally.

8.5. The Board of Directors may invest its members in specific permanent roles, such as, for example, that of Secretary and Treasurer, or may propose to the Assembly names, even if they are not members of the Association provided that they have suitable and motivated professional capacity and undoubted morality, to be entrusted with the role of Treasurer and Secretary.

8.6. If during the mandate, the Treasurer or the Secretary is missing, the Board of Directors, by a majority of its members, will co-operate with other members of the Governing Council in replacement that will last in office until the first assembly, which can confirm them in office.

8.7. The Board of Directors is invested with all the powers of ordinary and extraordinary administration inherent to the management of the Association, with the exception of those that the law or the Statute reserve to the Assembly.

8.8. The Board of Directors annually draws up the budget and the final balance, to be submitted to the Assembly for approval.

It establishes the methods for finding the necessary funds for ordinary and extraordinary management expenses, it will elaborate the Regulations to discipline and organize the activities of the Association, which must be approved by the Assembly of Members.

8.9. The Board of Directors has the right to appoint Commissions and any other body that it deems necessary for the activities of the Association, establishing duties and possible compensation.

8.10. The Board of Directors, with a resolution taken with the favorable vote of the majority of the members in office, may also delegate part of its powers to one or more members of the Board itself.

8.11. The Board of Directors is validly constituted with the presence of the majority of the Councilors and deliberates with the majority of those present; it is convened by the President or in case of impediment by the Vice President.

8.11. The Board of Directors must be convened with a notice of at least 5 (five) days by ordinary letter or in urgent cases also by fax, telegram or e-mail, at least 48 hours before the meeting. The meeting is considered valid when, even without calling, all the Directors, the Secretary and the entire Board of Auditors are present.

8.13. It is possible to hold meetings of the Board of Directors with interventions located in more than one place, contiguous or distant, connected audio / video, and this under the following conditions, which must be acknowledged in the relative minutes:

– that the President is present in the same place and the Secretary of the meeting who will provide for the formation and signing of the minutes;

– that the Chairman of the meeting be able to ascertain the identity and legitimacy of the participants, regulate the progress of the meeting, ascertain and declare the results of the vote;

– that the person taking the minutes is allowed to adequately perceive the events of the meeting being recorded;

– that the attendees be allowed to participate in the discussion and simultaneous voting on the topics on the agenda, as well as to view, receive or transmit documents;

– that they are indicated in the notice of call, except in the case of totalitarian meetings, the connected audio / video places, in which the attendees may come, since the meeting must be considered held in the place where the Chairman and the person taking the minutes will be present; in addition, as many attendance sheets as the number of connected audio / video places in which the meeting is held must be prepared.

8.14. The President is required to convene the Board of Directors in the manner described above if a written request is made by at least 1/3 (a third) of its members in office.

8.15. The Board of Directors has the faculty to propose to the Assembly the appointment of honorary members, for particular merits connected to the aims of the Association.

8.16. The Board of Directors can propose to the Assembly the revocation and replacement of the members of the Board of Directors that are absent, without justified reason, to at least three meetings of the Board of Directors or for other serious reasons;

8.17. The Board of Directors is authorized, in case it verifies the existence of the legal requisites required, to deliberate, activate and carry out, with all the Competent Bodies, the procedures necessary to obtain the recognition of the legal personality of the association without the obligation of ratification by the ‘meeting.

Art. 9.- PRESIDENT and VICE PRESIDENT

9.1. The President of the Board of Directors has legal representation of the body before third parties and in court and executes the resolutions of the Board of Directors. He is also the President of the Assembly.

In his absence or impediment, the Vice President has the legal representation of the body before third parties and in court and executes the resolutions of the Board of Directors.

9.2. In relations with the Banks, the Chairman is asked to open bank relationships in the name of the Association, while with regard to the withdrawal and / or payment provisions relating to these relations, they must be made with the President’s joint signature or in the case of absence or impediment of the Vice President and the Treasurer.

9.3. The signature of the acts by the Vice-President presupposes the effective absence and / or impediment of the President.

ART. 10 – TREASURER

10.1. The Treasurer shall:

a) collect the receipts for any reason by issuing a receipt, with a single signature, if the total amount does not exceed the sum of € 200.00 (euro two hundred, 00) or if it involves the collection of the “Annual Membership Fee “;

b) collect the receipts for any reason by issuing a receipt, with the joint signature of the President and / or the Vice President if the amount exceeds € 200.01 (euro two hundred,/ 01) but does not exceed the sum of € 1,000.00 (euro one thousand, 00) while for amounts exceeding the aforementioned limit credit is required to the bank account;

c) make payments for expenses envisaged by the resolutions of the Board of Directors, in cash and with provisions signed by the Chairman only if the amount does not exceed 1,000.00 (euro thousand / 00); for payments of higher amounts, the joint signature of the President and the Secretary or of the persons who replace them in the event of absence and / impediment are required;

d) keep records of income and expenses;

e) prepare for the final balance and the budget, based on the indications of the Board of Directors;

f) make payments of collections on bank accounts opened in the name of the Association.

ART. 11 – SECRETARY

11.1. The Secretary shall:

a) draw up succinct minutes of the meetings of the Board of Directors and the Assembly of Members;

b) take care of the preservation of the register of minutes and other required associative books;

c) take care of the conservation and updating of the members’ registers;

d) acquire and keep the applications for admission as a shareholder by immediately communicating them to the members of the Board of Directors as far as his authority permits;

e) take care of the institution’s protocol and carry out any other secretarial activity not delegated to other bodies;

f) to sign, together with the Chairman or Vice-Chairman, the payment provisions for amounts exceeding € 1,000.01 (euros or / 01);

g) exhibit in the registered office or on the website of the Association, where possible, notices of the convocation of the shareholders’ meetings, of the meetings of the Board of Directors with the relative agenda, and of the social regulations;

h) replace the Treasurer, in case of absence or impediment.

Art. 12.- COLLEGE OF AUDITORS

12.1. The Board of Auditors is appointed by the Shareholders’ Meeting. He remains in office for three financial years and remains in office until the approval of the financial statements for the last financial year of the nomination period. Its members can be re-elected.

It is composed of three effective members, with suitable professional skills, including non-members, whose function is to check the correctness of the management in relation to the law, the Statute and the Regulations, preparing an annual report on the occasion of the approval of the financial statements .

12.2. The provisions of the Civil Code governing the functions and functions of the Board of Statutory Auditors, to which accounting control functions are assigned, apply to the Board of Auditors.

Art. 13.- FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS

13.1. The financial year runs from 1 January to 31 December of each year.

13.2. By this date, a Shareholders’ Meeting must be specifically convened to which the Estimate Budget for the following year must be presented for approval.

13.3. By the following 30 June, the Executive Council will submit to the Assembly the final balance for the previous year.

13.4. Any profits or operating surpluses must be used exclusively for the pursuit of the purposes identified in Article n. 2.

13.5. Profits or operating surpluses, as well as funds, reserves or capital will not be distributed, even indirectly, during the life of the Association, unless the destination or distribution is required by law.

Art. 14.- FINANCES AND ASSETS

14.1. The assets of the Association consist of:

a) the “Annual Membership Fees”;

b) voluntary payments by the members;

c) contributions from public administrations, local authorities, credit institutions and institutions in general;

d) contributions, grants, donations or bequests from third parties or associates;

e) from any income, even of a commercial nature, that the Association can achieve following the organization of initiatives in support of its institutional activity.

Art. 15.- DISSOLUTION

15.1. The Association is dissolved, in compliance with the provisions of art. 27 of the Civil Code:

a) when the assets have become insufficient with respect to the purposes;

b) for other causes referred to in article n. 27 of the Civil Code;

c) for a resolution made pursuant to the provisions of the previous article n.

15.2. In the event of dissolution of the Association, for whatever reason, the patrimony will be devolved to another Association with similar purposes or for purposes of public utility, having heard the control body, unless otherwise specified by the law in force at the time of the dissolution.

Art. 16.- REGULATORY REFERENCE

16.1. For all matters not covered by this statute, reference is made to the rules of the civil code and to the laws regarding non-profit associations as applicable.