SRS Saras Raffinerie Sarde SPA

Excerpt of the shareholders' agreement communicated to the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to art. 122 of the Legislative Decree no. 58 of February 24, 1998, as subsequently amended and supplemented ("T.U.F.") and the applicable provisions of the Regulation adopted by Consob by resolution no. 11971 of May 14, 1999, as subsequently amended and supplemented GIAN MARCO MORATTI S.a.p.A. di Gian Marco Moratti Registered office in Milan, Foro Buonaparte 69 Share capital: Euro 50,000,000.00 fully paid-in Registered with the Register of Enterprises of Milan at no. 08379580965 On October 1, 2013, the companies Gian Marco Moratti S.a.p.A. di Gian Marco Moratti ("GMM S.a.p.A.") and Massimo Moratti S.a.p.A. di Massimo Moratti ("MM S.a.p.A.") executed a shareholders' agreement relating to the shares respectively held by each of the aforementioned companies in Saras S.p.A., having as object, inter alia, the appointment of the company's bodies of Saras S.p.A., the exercise of the voting right at the shareholders' meetings of Saras S.p.A. and a reciprocal prohibition of transfer the shares respectively held by each of the aforementioned companies in Saras S.p.A.. (the "Saras Shareholders' Agreement") 1. Company whose financial instruments are subject to the shareholders' agreement. Saras S.p.A. ­ Raffinerie Sarde, an Italian company with shares listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A., with registered office at S.S. Sulcitana 195 Km 19, 09018 Sarroch (Cagliari), with headquarters and administrative offices at Galleria de Cristoforis 1, 20122 ­ Milano, share capital of Euro 54,629,667.00 fully paid-in, divided into 951,000,000 ordinary shares without par value ("Saras"). 2. Financial instruments subject to the shareholders' agreement and percentage in respect of the share capital. All the Saras shares owned, respectively, by GMM S.a.p.A. and MM S.a.p.A. (the "Parties"), representing, respectively, 25.01% of the share capital of Saras and, in the aggregate, 50.02% of the share capital of Saras, are subject to the Saras Shareholders' Agreement. In addition, GMM S.a.p.A. and MM S.a.p.A. have agreed that all Saras shares that may be held by GMM S.a.p.A. and MM S.a.p.A. in the future shall be subject to the Saras Shareholders' Agreement.


3. Parties to the agreement. The following parties are Parties to the Saras Shareholders' Agreement: (i) Gian Marco Moratti S.a.p.A. di Gian Marco Moratti, società in accomandita per azioni with share capital of Euro 50,000,000.00 and registered office in Milano, Foro Buonaparte 69; owner of 237,854,559 Saras shares, representing 25.01% of the share capital of Saras (and 50% of the syndacated shares), and (ii) Massimo Moratti S.a.p.A. di Massimo Moratti, società in accomandita per azioni with share capital of Euro 50,000,000.00 and registered office in Milano, Foro Buonaparte 69, owner of 237,854,558 Saras shares, representing 25.01% of the share capital of Saras (and 50% of the syndacated shares). It is also specified that pursuant to article 93 of the T.U.F. none of the Parties has the right to individually exercise the control of the issuer. The control of the issuer is therefore exercised jointly by the Parties through the Saras Shareholder's Agreement. 4. Content of the shareholders' agreement. 4.1 Appointment of the company's bodies of Saras 4.1.1 The Parties shall do everything in their power to ensure that the board of directors is comprised of twelve members and agree to submit and vote at the shareholders' meetings of Saras that shall be convened for the appointment of the company's offices, a list of candidates for the appointment as members of the board of directors of Saras in which half of the candidates shall be designated by GMM S.a.p.A. and the other half shall be designated by MM S.a.p.A. 4.1.2 The Parties agree to present and vote at the shareholders' meetings of Saras that shall be convened for the appointment of the company's offices, a list of candidates for the appointment as members of the board of statutory auditors of Saras composed as follows: for the first appointment following the effective date, GMM S.a.p.A. shall designate candidate no. 1 on the list of statutory auditors and candidate no. 2 on the list of alternate auditors, and MM S.a.p.A. shall designate candidates no. 2 and no. 3 on the list of statutory auditors and candidate no. 1 on the list of alternate auditors. Such designation rights shall alternate between GMM S.a.p.A. and MM S.a.p.A. for the following appointment of the members of the board of statutory auditors of Saras and the same alternation shall continue for subsequent appointments. 4.1.3 In the event, for any reason, a director appointed from the list filed pursuant to the Saras Shareholders' Agreement terminates from his or her office, the Parties shall procure that, both in the event of cooptation, by the board of directors, and in the event of confirmation or substitution by shareholder's meeting resolution, the member of the board of directors cooptated, appointed or substituted is designated by the Party which designated the director terminated from his or her 2


office. 4.2 Exercise of the voting right at the shareholders' meetings of Saras 4.2.1 The Parties agree to meet in advance to examine and discuss the items on the agenda of each ordinary and extraordinary shareholders' meeting of Saras, except for resolutions on the appointment of the company's offices. 4.2.2 The Parties shall consult in good faith in order to agree upon their vote on any matter on the agenda for upcoming shareholders' meetings of Saras. After their consultations, the Parties shall give to the secretary appointed pursuant the Saras Shareholders' Agreement their agreed voting instructions, granting him their respective voting proxies. 4.2.3 In the event the Parties do not reach an agreement on the voting instructions relating to one or more items on the agenda, the Secretary (as defined below) of the Saras Shareholders' Agreement shall refrain from voting in respect to such items at the shareholder's meeting of Saras. In the event the Parties do not reach an agreement on the voting instructions relating to all the items on the agenda, the proxy vote to the Secretary (as defined below) of the Saras Shareholders' Agreement for the related shareholders' meeting shall be deemed revoked and the Parties shall refrain from attending the shareholders' meeting. 4.3 Prohibition of Transfer The Parties have agreed not to transfer their respective Saras shares, and the rights arising from or relating thereto, which are covered by the Saras Shareholders' Agreement. The term "transfer" (and any other related term having the same root) includes, inter alia, any transfer, other transaction or inter vivos deed of any nature, whether gratuitous or for consideration, having as its object or effect, directly or indirectly, the assignment, conveyance, or transfer of shares of Saras or rights relating thereto to any person other than the Parties. 4.4 Purchase and subscription of Saras shares Neither Party shall become the owner of Saras shares in addition to their respective Saras shares held at the date of execution of the Saras Shareholders' Agreement without the prior consent of the other Party, except in the case of subscription to capital increases or stock split, provided that the Parties shall not purchase Saras shares and or rights thereunder or relating thereto or execute any other transaction or inter vivos deed of any nature, whether gratuitous or for consideration, or any other transaction, directly or indirectly, having as its object or effect shares of Saras and/or rights thereof or relating thereto or that may trigger the application of the provisions of the Legislative Decree no. 58 of February 24, 1998 concerning mandatory takeover bids. 5. Duration and renewal of the shareholders' agreement. 3


The Saras Shareholders' Agreement shall be effective until the expiration of the third year from the date of effectiveness of the Demerger and shall be automatically renewed for further periods of three years each if none of the Parties gives written notice to the others of its intention not to renew the Saras Shareholders' Agreement at least six months before the first or any subsequent expiration date 6. Type of shareholders' agreement. The Saras Shareholders' Agreement may be ascribed to the type contemplated by art. 122, fifth paragraph, letters a) and b) of the T.U.F. 7. Filing of the shareholders' agreement. The Saras Shareholders' Agreement is to be communicated to Consob and has been filed with the Register of Enterprises of Cagliari on October 2, 2013 at no. PRA 56118/2013. 8. Other information. 8.1 The Saras Shareholders' Agreement provides for the appointment of a secretary (the "Secretary") in relation to the Parties' performance thereunder. The Secretary of the Saras Shareholders' Agreement shall be in office for the duration of the Saras Shareholders' Agreement or until it will be jointly revoked by the Parties. 8.1 The Saras Shareholders' Agreement does not contemplate any obligation put in escrow the shares subject to the Saras Shareholders' Agreement.

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