Bylaws

CONTENTS

I – GENERAL PROVISIONS

1. Name, nature and duration

2. Registered office

3. Legal capacity, legal system and monitoring mechanisms

4. Foundation’s aim

5. Activities

6. Field of action

7. Rules for the use of resources

8. Rules for the determination of beneficiaries

II – ECONOMIC PROVISIONS

9. Foundation’s patrimony

10. Use and reinvestment obligation

11. Accounting and documental system

12. Incomes and other annual revenues

13. Compulsory application

14. Operating expenditures

15. Participation in societies

III – ORGANIZATION AND FUNCTIONING

16. Governance

17. Board of trustees

18. Composition and requirements

19. Duration of the position of trustee

20. Liability

21. Positions

22. The president

23. The secretary

24. Faculties and delegation of tasks

25. Convening meetings

26. Quorum agreements

27. Conflict of interests

28. General manager

29. Internal monitoring body

30. Advisory board

31. Other attendees

IV – STRUCTURAL AND BYLAWS MODIFICATIONS, MERGER AND DISSOLUTION

32. Modification of Bylaws and structural and dissolution modifications

33. Termination

V – ADDITIONAL PROVISION

Unique

 I – GENERAL PROVISIONS

Article 1. Name, nature and duration

The Foundation ruled by this Bylaws is called “Fundación especial Pinnae” (from now on “the Foundation”).

To commercial and advertising purposes, it will be able to use any of the following names: “Fundación Pinnae”, “Pinnae”, “Fepinnae” o “Fespinnae”.

The Foundation is organized as special foundation as the result of the transformation of Caja de Ahorros del Penedès according to the Catalan and Spanish legislation about cajas de ahorro and, consequently, it will be the recipient of the patrimony of the former Caja de Ahorros del Penedès.

With regard to duration, it drawn to remain, so it is constituted with an indefinite duration.

Article 2. Registered office

Foundation registered office is Vilafranca del Penedès, calle La Parellada, 56-58, 3 º 1 ª.

Article 3. Legal capacity, legal system and monitoring mechanisms

Foundation has its own legal personality and has full legal capacity and capacity to act according to the provisions of its founding Charter in public deed, derived from the transformation of the Caja de Ahorros del Penedés and the civil registration in Generalitat de Cataluña Foundation Register.

Foundation is ruled by the declarations included in its founding Charter, by the corresponding legal provisions, by provisions established in these Bylaws and by the decisions took by the Board of trustees in the exercise of its role. The legal provisions about special foundations of the Catalan legislation about cajas de ahorros, and, in what is not incompatible, the Book III of the Civil Code of Catalunya about legal persons are also applicable.

Due to its nature of special foundation, according to article 67 of the Legislative Decree 1/2008, of 11th of March, according to which the recast text of the Law of cajas de ahorros de Cataluña was approved, and the final provision thirteen, section three of Law 9/2012 of the 14th November, of restructuration and resolve of the credit institutions, the Generalitat de Catalunya is responsible for the monitoring of the special foundation throught:

a) The relevant department of the Generalitat in the field of foundations according the Catalan Civil Law.

b) The relevant department of the Generalitat in the field of cajas de ahorros with regard to the object, activity, continuity and budget.

Article 4. Foundation’s aim

The Foundation’s aim is the administration of the fund of the obra social of the former Caja de Ahorros del Penedès, including the yields obtained from the bank in which it maintains a shareholding due to the former indirect exercise of the financial activity, and other yields that it could obtain, to devote this revenues to the Foundation’s aims.

To obtain these yields it must manage its asset portfolio and revenues, and it must dedicate the profit obtained from the funds, participations and investments that form its patrimony to the social philanthropic aim.

The Foundation’s purpose is to carry out projects in the fields of: assistance to the least fortunate or at risk of social exclusion, economic promotion and cooperation, job placement, cultural promotion, environmental protection and historical and artistic patrimony conservation.

Article 5. Activities

To achieve its aims, the Foundation carries out activities considered needed, executing them by itself or with the collaboration with other entities, institutions or people, according to what stipulated in the current regulation about foundations.

Foundations activities will consist in the advisement, promotion, economic support and implementation: a) programs of assistance to vulnerable collectives according to social cohesion criteria and the shelter of aged people in a retirement home, b) projects of artistic exhibitions through the rationalization of spaces and cultural contents, and the diffusion of historical and folkloric patrimony, c) programs of job placement through self-employment, entrepreneurship and young employment, with the creation of support tools such as training, voluntary work, support and microfinances.

Article 6. Field of action

Foundation carries out its activities mainly in Cataluña and primarily in Alt Penedès where it comes from. However, it can also act in the rest of Spain.

Article 7. Rules for the use of resources

The Foundation must employ annual incomes and other revenues to the achievement of its aims, obeying the current legislation.

Foundation can carry out and participate in all sort of economic activities, acts, contracts, operations, lawful business, with the only restrictions imposed by the current legislation.

Article 8. Rules for the determination of beneficiaries

The use of the resources for the Foundation aims must be decided by Foundation organs, that are defined below, according to the following basic rules:

a. The Board of trustees will determine the amount that each year will be devoted to the achievement of the aims explained in these Bylaws.

b. To determine who can be a beneficiary the following criteria will be taken in account: necessity, economic rationality and maximum service to the general interest in the territorial field of action.

c. Natural or legal persons can be Foundation’s beneficiaries who justify, according to the Board of trustees, their necessities or merits and present social, economic, scientific, educative, artistic, cultural or entrepreneurship projects, or projects for the technological or artistic improvement, or devoted to environmental protection, promotion of employment, social economy or the assistance to people at risk of exclusion due to physical, social or cultural reasons, or that, in general, fulfill Foundation aims. Foundation decisions towards beneficiaries must be based in impartiality, knowledge and transparent processes of decision taking that show the purposes of the parties.

d. In any case, the use of resources can infringe independency and autonomy in Foundation management.

II – ECONOMIC PROVISIONS

Article 9. Foundation’s patrimony

Foundation’s patrimony is bound to the achievement of the Foundation’s aims.

Patrimony is composed of:

(1) For the initial resource supply, that is explained in the founding Chart, the dotacional goods from the former Caja de Ahorros del Penedès.

(2) All the goods and assets subjected to economic valuation that the Foundation will acquire, accept or receive with the purpose to increase is initial resource supply.

(3) All yields, profits, incomes and other revenues obtained thanks to any asset or concept that, according to the Board of trustees, are devoted to increase Foundation’s resource supply, and all those incorporated to Foundation’s patrimony due to any asset or concept.

(4) The special fund constituted to pay for the ordinary spending of the obra social, according to the regulation about special foundations of the Catalan legislation about cajas de ahorro.

Article 10. Use and reinvestment obligation

10.1. The totality of goods that compose Foundation’s patrimony, both dotacional and non-dotacional, can only be alienated or levied on onerous title and observing the conditions imposed by founders or contributors. The revenues obtained with the alienation or levy must be reinvested in the acquisition of improvement of other assets, using the principle of real subrogation. This restriction does not apply to the special fund for Foundation’s ordinary expenditures.

10.2. If there are exceptional circumstances that prevent to fulfill totally or partially the reinvestment obligation, the Board of trustees, before undertaking the utilization action, must have protectorate’s permission. To that purpose, it must provide to it a report signed by independent technicians demonstrating the need of the utilization act and the reasons not to reinvest. It must also justify the use of the revenues non-reinvested, which must be always devoted to the Foundation aims.

10.3. . In any case, alienation or levy acts of real-estate, business premises or movable assets valued in more than fifteen thousand euro (15.000) will be communicated to the protectorate before executing them. If the market value is between one hundred thousand euro (100.000) and two hundred thousand euro (200.000), the Board of trustees, before the formalization of the contract, must present a liability statement to the protectorate, explaining why the operation is in the benefit of the Foundation. If the market value is over two hundred thousand euro (200.000), this operation will require the protectorate consent. In both cases, it will be necessary to provide a report subscribed by independent technicians proving that the operation responds to economic and financial criteria. Alienation of assets traded in official markets are an exception to that rule if the alienation is done for a price below the quotation.

10.4. People that have participated in the representation of the Foundation in a alienation or levy that could be object of registration publicity must request the registration in Property Register or the corresponding register depending on the object.

10.5. Changes in the patrimony deriving from the alienation or levy acts must be reflected in the Foundation inventory. These acts must also appear in the annual accounts report.

10.6. The previous protectorate consent is also necessary in the following cases:

a) If they are dotacional assets.

b) If the donor has required it expressly.

c) If a Bylaw provision establishes it.

d) If the goods or assets that are used have been received from public institutions or have been purchases with public funds.

10.7. If, after two months after the request of the consent, the protectorate has not provided express resolution, it is assumed that the response is positive and the object of the request is considered consented, unless the protectorate has request to the petitioner certain documentation related to the request.

10.8. To undertake the use acts on goods and assets that form the Foundation patrimony and to accept inheritances, bequests or other assets and rights susceptible to be part of Foundation’s capital, it is necessary to have the vote in favor of the Board of trustees, with a majority of 2/3 of the members and to observe the requisites legally established.

Article 11. Accounting and documental system

11.1. . Foundation must keep a log book and an inventory ledger: it will also formulate, approve and present annual accounts.

11.2. The Board of trustees must make the inventory and must formulate annual accounts simultaneously and dated the day of the end of the financial period, according to the accounting principles generally accepted and according to provisions applicable in any case. The financial period will end the 31st of December.

11.3. Annual accounts are unit and are composed by documentation and statements established by the current legislation.

11.4. The Board of trustees must approved annual accounts during the six months after the end of the financial period. Annual accounts must be presented to the protectorate of the Generalitat de Catalunya according to the current legislation during the following 30 days after their approval.

11.5. The Board of trustees must approve an present, with regard to temporary financial investments done in the stock market, an annual report about the observance of the Code of behavior that non-profit entities must follow, according to the current legislation of to what established by the monitoring authority.

11.6. Annual accounts will be submitted to an external audit, carried out by an independent audit or auditing firm. Additionally, as an internal monitoring mechanism, internal audits will be carried out regularly.

11.7. Each year the Foundation will make a social balance sheet of the activities carried out during each year, so that it will be possible to know and asses the adequacy of the results achieved in relation to Foundation aims.

The Board of trustees is responsible for the approval of the social balance sheet and the mechanisms to make it public. Anyway, it will be diffused through the entity webpage and it will be sent to the protectorate.

Article 12. Incomes and other annual revenues

Foundation incomes and other annual revenues are composed:

1. Assets incomes and yields.

2. Surpluses from the Foundation activities.

3. Subsides and other donations received with that purpose that do not entail and increase in resource supply.

Revenues coming from agreements and contracts, including patronage contracts with public or private institutions to finance exceptional events or actions or activities.

Article 13. Compulsory application

Foundation must devote to the achievement of the Foundation aims at least the seventy per cent of the income and other annual net revenues. The rest will be devoted to the deferred achievement of the purposes or to the increase of equity capital. The board of trustees must approve the use of these remains.

Donations and other resources obtained are devoted to increase resource supply and the revenues coming from the alienation of assets, which, according to article 10 of these Bylaws, must be reinvested, are not included in the calculus of the percentage established in the previous paragraph

If the Foundation receives assets whose destination is not specified, the Board of trustees must decide if they must be added to the dotation or must be directly use for the achievement of the Foundation aims.

The application of at least the 70% of the revenues to the achievement of Foundation aims will become effective after four fiscal years from the beginning of the first year after the accounting accreditation.

Article 14. Operating expenditures

Expenditures related to the operation of the Board of trustees and its delegated bodies, without including to that regard the cost of direction or management functions, cannot exceed the five per cent of the net revenues obtained during the fiscal period.

Article 15. Participation in societies

The Foundation can create and participate in societies without any previous consent of the protectorate, unless this entails the assumption of personal liability for the company’s debts.

Foundation must inform the protectorate, within thirty days, the acquisition and shareholding that give the Foundation, directly or indirectly, thee control of societies that could limit partners’ liability.

In any case, Foundation’s exercise of administrative tasks in societies must be compatible with the achievement of its aims.

III – ORGANIZATION AND FUNCTIONING

Article 16. Governance

Foundation governance will be done according to what established by Law and these Bylaws.

In particular, the Board of trustees will approve a good governance code of Foundation’s government and executive bodies, and an ethic code expressing entitiy’s nature and values.

Both codes will be public and will be diffused according to what decided by the Board of trustees. The protectorate of the Generalitat de Catalunya will be informed about its approval and content.

Article 17. Board of trustees

The Board of trustees is the corporative body that rules and it is the maximum responsible for the Foundation government and management and it acts with collective responsibility

Its members exercise their position for free and they carry out their roles in benefit exclusively of Foundation’s interests, independently of any other interest of objective that could affect them. They are obligated to keep in secret their deliberations, agreements and reserved information to which they could have access thanks to their position and other obligations legally established.

Article 18. Composition and requirements

18.1. The Board of trustees is composed of a minimum of 3 and a maximum of 15 members, that must be natural and legal persons, public or private. Private persons must be more than the 75% of the total number of members.

18.2. . The members of the board of trustee are entities and noted individuals in cultural, scientific, philanthropic, civic and economic activities or professionals in the fields in which the social work is carried out. In particular, trustees should belong to the following groups:

a) Legal persons, public or private, founders or with a long tradition in the government of the former, Caja de Ahorros del Penedés, or public entities related to the region.

b) Legal persons who carry out philanthropic activities and contribute to the Foundation resources.

c) Legal persons, public or private, who promote activities similar to those included in article 5 of the Social Bylaws or related and who can contribute with knowledge and synergies in the Foundation field of action, in its activities or the programs that require.

d) Noted natural persons proposed by other groups of the Board of trustees.

18.3. The number of members to which letters a, b and d of the previous section refer, will be a maximum of five trustees per letter. With regard to letter c, it will be a maximum of ten trustees.

18.4. The initial Board of trustees is the one detailed in the founding Chart.

Article 19. Durada del càrrec

19.1. Duration of the position of trustee.

The appointment of new trustees and filling of vacancies will be decided in the Board of trustees with the majority requested in article 26.4.

Trustees will exercise their position during six years and trustees elected from groups c) y d) will not be able to exercise their position during more than two consecutive terms of office, while trusteed elected from groups a) y b) can be re-elected indefinitely for periods of the same duration.

The members of the Board of trustees start their functions after accepting expressly the position through one of the mechanisms established by the current legislation.

19.2. Trustee cessation

Trustees who, for any reason, cease before finishing the term during which they were appointed, will be substitute through appointment by the Board of trustees for the remaining period of the term.

Trustees’ representatives who, for any reason, cease their position will be replaced through appointment by the legal person who they represent.

19.3. Remuneration

Trustees exercise their position for free, without prejudice to the right of being entitled of a refund for the justified expenditures and compensation for the damages provoked by the carrying out of the functions of their position.

19.4. Renovation

President will initiate the process of renovation of the Board of trustees at least two months before the end of validity of the positions due to the end of the term of office. To that purpose it will summon the Board of trustees to agree on the beginning of the process and actions needed to that effect.

19.5. Causes of cessation

Trustees cease to hold their positions due to the following reasons:

(a) Death or declaration of missing, in the case of natural persons, or termination in the case of legal persons.

(b) Incapacity or disqualification.

(c) End of the term of office, unless it is renewed.

(d) Resignation notified to the Board of trustees.

(e) Final judgment deeming liability for damages to the Founddaton or ordering position removal.

(f) Due to clear infringement of the obligations belonging to members of the Board of Trustees, circumstance that will be decree by the other trustees, with a qualified majority of 2 thirds of the members.

(g) Other reasons established by law.

19.6. Resignation

Resignation to the position of trustee must be stated in any of the forms established for the position acceptance, but is only effective in front of third parties when it is recorded in Foundations Register.

Article 20. Liability

Trustees are liable for the damages that they could cause to Foundation due to the infringement of Law or Bylaws, or to negligent acts or omissions in the exercise of their roles, according to what established in article 332-11.1 of Law 4 / 2008, of the 24th of April, of Book III of the Civil Code of Cataluña, in relation to legal persons.

Article 21. Positions

The Board of trustees appoints a president and if, it is considered necessary, one or two vice-president. President and vice-presidents, if that is the case, must be elected between the members of the Board of trustees belonging to groups c) and d) defined in article 18.2 of these Bylaws. Additionally, the Board of trustees will appoint a secretary, who can be or not a trustee.

Trustees that do not have any of these positions have the position of board members.

Article 22. The president

The president is the high representative of the Foundation and has the following roles:

1. To represent institutionally the Foundation.

2. To preside over the Board of trustees, summon meetings, to decide the order of the day and to preside, suspend and adjourn Board of trustees meetings, as well as direct deliberations.

3. To decide with his/her casting vote the result of voting in case of tie.

4. All the other roles explained in these Bylaws and those expressly entrusted by the Board of trustees, according to what established in the relevant legislation.

Vice-presidents, if the Board of trustees appoints any, substitute the President by his/her request in case of absence.

Article 23. The secretary

The secretary summons, on President’s behalf, Board of trustees meetings and record the minutes, maintains the book of minutes and hands over certificates with President’s consent. Additionally exercises all other roles inherent to his/her position and that Bylaws attribute him/her.

The secretary will not be able to be a trustee if the Board of trustees decides that this is better of the organization and carrying out of the roles of this position. In the case that the secretary is not a trustee, he/she will take part in Board of trustees meeting but he will not have right to vote, and will have the duty to inform about the legality of the agreements that the Board of trustees intends to approve.

In meetings, in the case of absence of the secretary, the Board of trustees will appoint one of the members as secretary for that session.

Article 24. Faculties and delegation of tasks

The Board of trustees has all faculties attributed by the Bylaws and, in general, all faculties required to the achievement of its aims, with any other exception that the ones established in current legislation and these Bylaws.

The Board of trustees can delegate its tasks according to these Bylaws and the current legislation. In any case, the following tasks cannot be delegated and they are responsibility exclusively of the Board of trustees:

a. Modification of Bylaws.

b. Preparation and approval of the budget and documentation included in annual accounts.

c. The acts of use of goods that, in as a group or individually, have a value that exceed the twentieth part of Foundation’s total asset, unless it is a sale of securities with official quotation for a price at least as high as the quotation. However, it is possible appoint attorneys for the execution of the corresponding act, according to the conditions approved by the Board of trustees.

d. The creation or resource supply of another legal person.

e. Foundation merger, demerger or dissolution and the donation of all or part of its assets and liabilities.

f. Societies or other legal persons created by the Foundation dissolution.

g. Start, lead, coordinate and decide in relation to the process of renovation of the Board of trustees.

h. Appointment or replacement of the members of the Board of trustees.

i. All those acts that require the consent of the protectorate or other public administrations.

j. The assumption or formalization of responsible statements.

k. Those acts that require the assumption or formalization of responsible statements.

What ordered in this article will be understood without prejudice of the required consents of the protectorate or the compulsory report that must be done according to current legislation.

Article 25. Convening meetings

25.1. Ordinary session

The Board of trustees will meet at least once every three months.

25.2. Extraordinary session

The Board of trustees will meet in extraordinary session, with a previous summons and on initiative of the President, every time that he/she considers necessary for the proper functioning of the Foundation. It will also meet when a quarter of the members request it and, in that case, the meeting must take place within thirty days from the request date.

25.3. Non in-person meetings

The Board of trustees can meet exceptionally through a videoconference, three-ways call, or any other system that do not require the physical presence of the trustees. In those cases, it is necessary to ensure the identification of those attending the meeting, continuity in the communication, the possibility to participate in deliberations and the vote cast. It will be considered that the meeting has taken place where the president is. In virtual meetings it will be considered that trustees attending to the meeting are those that have participated in the three-ways call or the videoconference.

25.4. Summons

Board of trustees meetings will be summoned at least two days before of the date of celebration, unless in case of emergency approved by the President and that has to be recorded in the summons.

The president is responsible for the summons of the meeting and must indicate the day, time and place of the meeting and the order of the day of all those aspects that have to be discussed. It is not allow taking valid agreement on subjects not included in the order of the day. If all the trustees attend the meeting, it is possible to agree unanimously to introduce new subjects into the order of the day and take agreements.

Article 26. Quorum agreements

26.1. Board of trustees constitution

The Board of trustees is validly constituted in the first summons when the half plus one of the trustees attend the meeting, personally, in videoconference or legally represented. In the second summons it is necessary the third of the members, being indispensable to the effect of the valid constitution in second summons, the attendance of, at least, three trustees.

If the Foundation has appointed a director of manager, he/she will be allowed to attend the Board of trustees meetings but he/she will not have right to vote.

The Board of trustees can also invite to meetings those people that it considers necessary, but without right to vote.

26.2. Simple majority

Each trustee has a vote and agreements are taken for simple majority of members attending to the meeting, in-person or by representation, without prejudice of the requirements of qualified majority regulated in the following section and other requirements of these Bylaws.

26.3. Qualified majority

Cada patró té un vot i els acords s’adopten per majoria simple de vots dels assistents, presents i representats, a la reunió, sense perjudici dels supòsits de majoria qualificada que es regulen en el següent apartat i en altres supòsits dels presents estatuts.

26.4. Majoria qualificada

It will be necessary the vote in favor of two thirds of the members of the Board of trustees to take agreements referring to the following subjects:

a. Those regulated in article 24 sections a), e) – except it is a partial donation of goods – , h) and i) of these Bylaws.

b. Those regulated in article 10.6 of these Bylaws.

c. The other situations in which it is necessary that majority in these Bylaws.

26.5. Minutes

In all meeting, the secretary will record the corresponding minutes, that have to record the date, place, order of the day, attendees, a summary of the matters discussed, interventions of which the participant has request its registration and the agreements taken, with the detail of voting results and majorities. Additionally, minutes will be taken for the agreements taken without a meeting, where it will be recorded the content of the agreement, voting result and the mechanism to take it.

Minutes must be written and signed by the secretary, with the seal of approval of the president and can be approved by the Board of trustees after the session or in next session. However, agreements will have executive power since their approval, unless another term is approved in the agreement; if they are compulsory registration agreements, they will be executive from the date of registration.

The Foundation has to have a book where all the minutes of the Board of trustees meetings and other bodies will be transcribed.

Article 27. Conflict of interests

Members of the Board of trustees and comparable people, according to article 312-9.3 of Book III of the Civil Code of Cataluña, will be subjected in all cases to what established in the applicable legislation with regard to conflict of interests and, in particular, to regulation established in articles 312-9.3, 332-9 y 332-13 of Book III of the Civil Code of Cataluny. In any case, members of the Board of trustees and comparable people, according to article 312-9.3 of Book III of the Civil Code of Cataluña:

1. Must abstain from participating in any sort of business of financial activities that could lessen their objectivity in Foundation management.

2. Will not participate in the decision taking of those agreements of which they could benefit, directly or indirectly.

3. Trustees and comparable people, according to article 312-9.3 of Book III of the Civil Code of Catalonia, can only make economic transactions with the Foundation if the need and prevalence of foundation interests over trustee or comparable person private interest is sufficiently proved. Before making the economic transaction, the Board of trustees must adopt a liability statement and present it to the protectorate with all the corresponding certificates, according to article 332-13.2 . The liability statement must observe these articles.

4. During one year after the cessation as a trustee, this person will not be allowed to undertake activities in investee companies of the Foundation.

5. Annually, the Board of trustee will make a report about the conflict of interests that could have happened and the adopted measures to guarantee the objectivity of decisions and agreements reached. This report will be part of the annual accounting.

Article 28. General manager

The general manager will be appointed by the Board of trustees and will be allowed to attend meetings of Foundations bodies, but without right to vote.

It is a permanent body of the Foundation who exercises its role or executive direction and who, apart from the roles delegated in it, suggests the social work strategy, its aims and beneficiary sectors, and also orientates and monitors the patrimonial and asset policy, as well as benefactors’ contributions.

The position of director is remunerated in the conditions considered appropriate to the nature and representation of the position and its roles.

Without prejudice of other roles that the Board of trustee could delegate to him/her, the director will be allowed to:

a. Exercise the regular functions of representation of the Foundation.

b. Address to the Board of trustees reports and proposals that he/she considers relevant for the proper functioning of the Foundation.

c. Dictate orders and instructions considered necessary for the proper organization and effective functioning of the Foundation.

d. Design Foundations philosophy, image, policy and objectives, according to the guidelines approved by the Board of trustees, drawing up programs and budget that will be subjected to the approval of the Board of trustees.

e. Watch over the achievement of Foundation’s objectives, programs and annual budget.

f. Determine the general structure of Foundation’s structure and arrange the necessary dotation supply for the regular service provision.

g. In the field of human resources, and within the forecast taken in account in the annual budget, determine the staff, roles and work conditions, being allowed to hire and fire employees.

h. In general, exercise all the roles and functions that the Board of trustees delegate to him/her, as well as execute and undertake the agreements taken.

Article 29. Internal monitoring body

The Foundation is equipped with an internal monitoring committee whose aim is to monitor management, consistency in procedures and methods, according to laws, bylaws, regulations and internal rules.

The internal body constitution will be decided by the Board of trustees and will be composed by a maximum of four people, all of them trustees.

The internal monitoring body will elect a president and a secretary, we will not be allowed to be a trustee.

In any case, the internal monitoring body must guarantee that Foundation actions and activities and the processes and proceedings to carry them out, observe the criteria of quality, transparency, non-discrimination and efficacy and efficiency.

The internal monitoring body meetings will be summoned by its president, at least seven days before the date. Annually, the internal monitoring body will celebrate at least two meetings.

It will be required the attendance of at least the half plus one of the members for the valid constitution of the internal monitoring body.

The internal monitoring body will prepare an annual report of the actions carried out and measures adopted that will be addressed to the Board of trustees for its approval. That report, together with the Board of trustees’ agreement, will be reported to the protectorate of the Generalitat.

Article 30. Advisory board

The Board of trustees will be allowed to constitute an advisory board that will act as consultative body and it must be engaged with Foundation’s aims and with Foundation advertisement in its field of action. The board, composed by relevant people in social, intellectual or professional fields, will have the role of deliberate and advice about the working guidelines proposed by the Board of trustees.

It will meet at least twice a year. Functions of presidency and secretary are going to be assumed by the Board of trustee’s president and secretary.

This body will have a minimum of three and a maximum of six members. Members need to have the Board of trustees’ approval.

The position duration will be of three years renewal, without any sort of remuneration, and it will be incompatible with the position of Foundation trustee. Any legal person will be allowed to have representation in any of these bodies.

Article 31. Other attendees

Members of the Foundation staff can be invited to attend bodies’ meetings if the President considers that it is necessary or at request of the general manager.

The Board of trustees can appoint members of the Foundation staff to carry out auxiliary or technical support tasks and execute for express delegation whatever necessary to carry out Foundation’s activities decided by the Board of trustees.

IV – STRUCTURAL AND BYLAWS MODIFICATIONS, MERGER AND DISSOLUTION

Article 32. Modification of Bylaws and structural and dissolution modifications

The Board of trustees, through the agreement taken according to what established in article 26.4 of these Bylaws and the relevant legislation, and with a previous express summons, can modify the Bylaws if this is in Foundation’s interest and the desire of founders, decide the merger, demerger or dissolution or termination of the Foundation, with protectorate consent according to current legislation.

Article 33. Termination

In case of agreement of the Foundation termination, the Board of trustees will be winded up through:

The transfer to another no-profit entity of all Foundation’s assets and liabilities. The transfer must be agreed by the Board of trustees and have the protectorate consent.

Through the liquidation of all assets that will be devoted, primarily, to the cancellation of all liabilities. In that case, the surpluses will be devoted to charitable purposes in the region of Alt Penedès, established in the Foundation aims established by these Bylaws. The impossibility of that use will result in the application of what law establishes for that situations.

In any case, all entities receiving the patrimony must be beneficiary entities of the patronage according to current legislation.

V – ADDITIONAL PROVISION

Unique

The reference in the Bylaws to any position or role has been done, for simplicity, just in a generic way and, in consequence, it include both the feminine and masculine form, without prejudice that each position or function can be expressed in masculine of feminine depending in each case.