LAW March 9, 1988 n.34 (published on 24/03/88) Statute of the Institute of Credito Sammarinese


We the Captains Regent of the Most Serene Republic of San Marino
Promulgate and posting
following law passed by the Great and General Council at its meeting of 9 March 1988.
Art.
1 (Name, nature, location and duration)
The Credit Institute of San Marino, Ente mixed public and private participation, is based in San Marino
. The Institute, by resolution of the Board of Directors and with the approval
of the State Congress, may establish its branches and representative offices abroad.
The Institute has an unlimited duration.
Art. 2
(Institute Purpose)
Institute Aims are to:
a) promote the development of the economy of San Marino; b) ensure adequate support to the banking system of absolving
Republic also stimulus and guidance functions;
C) provide economic operators support for their medium and long-term investments;
D) support the growth of trade and of new production initiatives through
management of currency;
E) stimulating the supply of banking services and tools fi anziari updated and competitive.
The Institute normally entertain direct relationships with credit and financial institutions as well as with
insurance companies, except for the medium and long term operations of the previous point
c).
Art. 3
(Endowment Fund, shareholders and shares)
The endowment fund of the Institute is set at L.25 billion and is divided into registered shares and indivisible
ITL 10,000,000 = (ten) each.
The ownership of the shares is reserved, the major shareholder in the State and, prior
approval of the Congress of State, enterprises, companies and financial institutions specializing in credit or insurance.
The participants in the fund of the Institute supplied assume the status of members of the Institute.
The endowment fund can be increased or decreased by resolution of the members.
The decisions increase or decrease in the endowment fund are taken by a majority of votes
representing 2/3 of the fund, for the first two votes and an absolute majority in the next
.
The responsibility of the Institute's members is limited lle shares assumed.
To the members have the right of option on new issues of securities in proportion to the things that are
.
In the event of failure to exercise the right of option by the shareholders, the new titles will be
temporarily acquired by the Institute in disposizine of the Board of Directors, pending
later take care of its new placement.
The sale of shares is subject to approval of the State Congress.
The quality of member is lost by withdrawal or due provision for exclusion
approved by the Board of Directors and ratified by the State Congress.
Art. 4
(in the fund portfolio)
The assets consist of:
a) the endowment fund;
B) ordinary reserve in art. 20;
C) any extraordinary reserve;
D) by any other funds not finalized.
Art. 5
(Regulation of the activities)
The Institute is governed by the present Statute and the internal regulations prepared by
Board of Directors and approved by the Assembly by a majority of 2/3, according
the manner set out in paragraph 5 of article. 3.
The Institute for the conduct of its business, uses, as well as their organization, organization
of the banks, by means of special agreements.
Art. 6
(Institute Functions)
The Institute's functions are:
a) the exclusive management of currency relations, with p ssibilità delegation, after consulting dell'Ispettora,
to other banks or branches operating in the territory, in compliance with applicable laws;
B) the competition in the provision of subsidized credit defined by applicable law;
C) issue, on behalf of the state, following the enabling Act, the public debt, as well as the issue
in its securities, for the purposes to be determined by the Board of Directors
in the manner referred to in paragraph 5 of article. 3;
D) after receiving the opinion of the Inspectorate, the exercise of the deferral, against banks authorized to operate in the territory of the Republic
, bills of exchange and other securities, excluding the discount direct
well as the granting the same banks of antic pazioni on securities;
E) the operation - with the possibility of delegation - the treasury and tax collection services on behalf of the State and public bodies
;

F) the custody and administration of deposits on behalf of and under state guarantee, securities and cash
, constrained by reserve requirements Banks ensuring its ready liquidity in compliance
of the Banking Act;
G) the exercise of the special credit under regulations established by the Banking Law;
H) coordination of banking and consortium services activities in favor of the banking system
San Marino;
I) the formulation, if required, to advise the State Congress about financial management and asset
State;
L) the exclusive exercise, with the possibility to delegate other banks or branches operating in the territory,
on gold transactions and precious metals;
M) creation, outside the territory of the Republic, of one or more 'branches or of one or more
' doors in compliance with current standards in the country concerned;
N) any other function assigned to it by the laws of the Republic.
Art. 7
(collection and use Operations)
In this capacity the Institute, as well as make use of its capital resources, may
fulfill all the medium and long term funding operations,
also by issuing bonds, certificates of deposit, deposit accounts opened and more 'in general qualsi you
title of industrial credit.
The issuance of bonds aimed at precisely the purposes of paragraphs c) and g) of Article 6
must be contained within the overall limit of 10 times book equity.
Each issue of securities on their own not established by law must be approved by the Assembly, and,
communicated to the Great and General Council.
The Institute of Credit bonds can ess re-sorted to reserve requirements.
The Institute may maintain credit reports and debt in any currency, with organizations and institutions credit
both San Marino and foreign.
The Institute may also carry out, in accordance with current regulations and in any currency, any active operation
relevant to the exercise of his business and to achieve their goals
, including the granting of loans to the limit 4 times the equity.
The Institute may, in particular:
a) securities trading and securities:
b) assume participations in bodies pursuing objectives are instrumental to its activities, as well as in other bodies and
companies whose work is related to its institutional characteristics;
C) grant unsecured loans or loans with terms ranging from 3 to 5 years, and mortgages
from 5 up to 25 years; such limitations are not operating in respect of loans or loans granted to the State or
Entities and Public Companies or envisaged by the rules referred to in subparagraph g) of Article 6;
D) buy and sell real estate and make every act of its management for its own requirements
functional and for the eventual investment of personnel liquidation funds, as well as make
transferee of movable and immovable property in satisfaction partial or total of their credit claims;
E) get locked into custody, to deposit in another way as guarantee;
F) turn on correspondent accounts with banks;
G) to conduct treasury and tax collection services;
H) to perform the compensation service for the daily exchange of contact details between banks;
I) deliver, through delegation to the banks authorized to operate on the territory of San Marino,
currency loans in favor of residnti operators, in relation to interchange
commercial operations as well as in relation to all other oprazioni with foreign permitted by
requirements.
The assets related to the "contribution Contributions" and those of investment properties - attuae
in compliance with the standards contained in the Banking Law - of the furniture and installation costs, the
net of their accumulated depreciation , they must be contained, overall, in a
amount equal to the assets accounting Institute.
Art. 8
(Institute Organs)
They are the Institute:
a) the Assembly;
B) the Board of Directors;
C) the President;
D) the Board of Auditors;
E) the Director.
Art. 9
(Assembly Composition)
The State is represented at the meeting by the Secretary of State for Finance and Budget and other
component of the designated director State Congress. In case of absence or impediment
of one or the other, the Congress of State designate altriRappresentanti.
The other participating members will be represented by legal representatives.
The votes each shareholder has one vote for each share of the Endowment Fund of showing

Holder at least one month prior to the date.
Each shareholder may be represented by another participant by written proxy.
No participant will have more 'than one proxy.
Art.
10 (Notice of)
The Ordinary General Meeting must be convened at least twice a year, once by 31
December and once within the month of April.
The Assembly shall also be convened in extraordinary session, whenever the Board of Directors
believe it necessary or a meeting has fatt reasoned application, written by at least one third of the equity shares
.
In such cases the Assembly must take place within 30 days of submission of the request.
The Assembly is convened by registered letter to be sent to the shareholders, to the address that
appears in the corporate books, at least 15 days before the date fixed for the meeting.
The letter of invitation shall state the day, time and place of the meeting and contain the
list of topics on the agenda.
In the letter calling the meeting can also set the date and time of the second convocation
.
If the day and time for the second call are not indicated in the letter, the Assembly must
be reconvened within thirty days from the date of the first and the deadline set by the third paragraph of this article is
reduced to eight days.
Art. 11
(Ordinary Powers):
1) at its meeting to be held by December 31, views the report of the Board of Statutory Auditors
Council approves and sends to the Congress of State's report
forecast and programmatic for the following year;
2) in the meeting held within the month of April, having regard to the
Directors and the Statutory Auditors, approves and submits to the State Congress the bill final
of the prior relations accompanying. The Final Account
must be approved by the Great and General Council;
3) appoint the members of the Board of Statutory Auditors Board, according to the norms
laid down in Articles 14 and 18; It transmits to the Congress of State the relevant information for the
liking, under the Banking Act;
4) admit new participants bodies on the proposal of the Board of Directors and subject to the approval of the State Congress
;
5) decide on the action solely the responsibility of the Board of Directors proposes,
where appropriate, the measures announced by the Banking Law;
6) determines the remuneration of members of the Board of Directors and the Statutory Auditors;
7) decide on any other matter in writing to '
rder not reserved to the competence of other organs of the day.
The extraordinary general meeting pass resolutions also in order to increase the
Endowment Fund.
The changes of the Endowment Fund and the statute pr posed by the extraordinary
will take effect after the Great and General Council approval.
Art. 12
(Assembly Procedures)
For the ordinary and extraordinary validity is necessary, at first call, the
presence of participants representing at least 2/3 of the Endowment Fund.
The Ordinary and Extraordinary General Meeting decides by a majority of shareholders representing 2/3 of the
Endowment Fund for the first two votes, an absolute majority in the next.
The Ordinary and Extraordinary General Meeting is chaired by the president of the norm
Board of Directors.
Art.
13 (Effectiveness of Resolutions)
The Assembly resolutions, adopted in accordance with the Articles, engage all participants.
The Assembly Secretary functions are carried out by a notary public.
The resolutions are made to be recorded in the minutes transcribed in a special register and signed by
who presides over the Assembly and the Secretary.
Of the records of the Secretary may issue copies and extracts that are evidence in legal proceedings as well as in front
any judicial and administrative authorities and before third parties.
Art.
14 (Composition of the Board of Directors)
The Board of Directors shall consist of seven m tates.
The rules of procedure shall establish the rules of protection of minority shareholders regarding
composition of the Board of Directors and the appointment of the Vice President.
Members of the Board are appointed for three years and are only re-elected for a second term
.
Been verified during the holiday period the councilors are replaced ceased on the next
Assembly.
Event of failure of the majority of the Council, the President of the Council of

Administration or the Chairman of the Board or the Director Senior
convene within 10 days the Assembly for the reinstatement of the Council.
The Board of Directors appoints, among its members, the Vice President.
Also appoints a Secretary and his eventual replacement from among the leaders and officials of the Institute
.
The minutes of Board meetings are signed by the Chairman and Secretary.
Of the records themselves the Secretary may issue copies and extracts that, bearing the visa of the President, make
evidence in legal proceedings as well as in front of any judicial and administrative authorities and
before third parties.
In case of simultaneous absence or incapacity of the Secretary and his deputy fulfills his functions
the most 'young age Councillor.
Art.
15 (Convening and procedures of the Board of Directors)
The sessions of the Board shall be convened by a notice containing the order of the day
, to be sent, by registered mail, to the members and auditors to their
home at least five days before the meeting.
In cases of urgency, the meeting may be made, by telegram, without respect
of the period referred to in the preceding paragraph, provided with at least one day's notice.
The Board of Directors meets at least once a month as well
whenever the President deems it necessary or at least two of its members so request
indicating the topic to be submitted to the Board.
For the validity of resolutions requires the presence of a majority of the Council members
.
Voting on matters relating to individuals are made by secret ballot.
Resolutions are passed by an absolute majority of those present.
In case of a tie, in open voting, the vote of the chairman and the secret voting the proposal means
rejected.
Art.
16 (Powers of the Board of Directors)
They are attributed to the Board of Directors of the Institute's management powers, in compliance with the guidelines established by the
report Forecasting and prog ammatica approved annually by
.
In particular, the Board of Directors:
a) proposes to the admission of new members;
B) decide on the exclusion of shareholders in accordance with Art. 3;
C) propose to the Congress of State the establishment of branches abroad in compliance with the rules in force
in the State concerned;
D) prepares the forecast report and the final accounts and submit them to the Assembly
accompanying them with its report;
E) proposes to increase the Fund's endowment and statutory changes;
F) decides on recruitment, modification and sale of investments, including those acquired in
protection as creditors of the Institute;
G) shall, pursuant to the last paragraph of art. 7, representatives of the Institute in
Boards of Directors, the Statutory Auditors, in the organs of the entities or companies in which they are taken
shares;
H) appoint the Director, Deputy Director and officials, acting staff recruitment
determining the duties and powers;
I) proposes to all cheritenga deliberations desirable to reconsider its evaluation;
L) shall act on whatever is deemed useful to the interests of the Institute.
In addition, the Board may delegate, with regard to lending and current management,
part of its powers to the Director, as well as the Deputy Director, also establishing the manner in which the decisions taken by the delegates
They must be brought to the attention of the Board.
The Council shall also determine the criteria for exercising the authority to sign and may confer special powers of attorney
for carrying out certain acts or transactions to officials of the Institute or to third parties.
Art. 17
(President)
The President, appointed by the Great and General Council, in the manner provided by law
Banking, it is the legal representative of the Institute, the Board of Directors and performs the
deliberations.
In urgent cases, the President has the power to engage in legal proceedings, administrative and
resist actions brought against the Institute, names went lawyers and attorneys.
The mere fact that the President makes use of the option in the preceding paragraph is legal proof
before third parties of the existence of urgent reason.
The President must then inform the Board of Directors, at its first meeting, it availed itself of this right
.
In case of absence or incapacity of the President, the role is, with the same powers and

Faculty, the Vice President and, in case of absence or impediment of the latter, the more 'senior
Board for appointment or, in case of simultaneous appointment, the more' eldest Director.
Before third parties, the signature of Vice President
constitute legal evidence of absence or incapacity of the President and the Senior Advisor signature
constitutes legal proof of the absence or incapacity of the President and Vic President.
Art.
18 (Board of Auditors)
The Board consists of a Chairman and two permanent members appointed by the Great and General Council
with the procedures established by the Banking Law.
The Board exercises control over the management accounting and the observance of
of the law and bylaws. also attests to the veracity of financial statements and presents its report to the Assembly on a
statements.
In particular, check that the criteria for evaluation of assets and liabilities to meet
stringent accounting criteria, in this context ensures accurate setting of accruals and deferrals.
The Auditors may attend meetings of the Board of Directors.
They remain in office for three years and may be reappointed.

Art. 19
(Director)
The Director is appointed by the Board of Directors.
The Director shall attend the meetings of the Assembly. P rtecipa the meetings of the Board of Directors
advisory capacity.
The Director is in charge of personnel, coordinates and supervises the work to be done and, more 'particularly,
waiting for the following functions:
a) shall implement the resolutions of the Board of Directors as well as the | || measures taken on an urgent basis by the President;
B) proposals to safeguard the interests of the Institute;
C) has the investigations and discipline, necessary for the investigation, refinement and good
end of credit operations;
D) signs the acts of ordinary administration and in particular the collection orders and payment
, the turns of the order and the order of the titles and receipts; countersignature situations,
annual reports and balance sheets; signing any other document still inherent in his office and
shall undertake the more necessary for the performance of the regular performance of the service;
E) when the credit is fully repaid Institute authorizes the cancellation of
mortgages, privileges, or notes, foreclosures and seizures as well as the
restitution of the pawns, the exclusion of other guarantees and the subrogation in favor of third parties;
F) propose to the Board of Directors measures concerning personnel, including
recruitment of any grade.
In case of absence or impediment of the Director, his functions are carried out by the Deputy Director
.
In case of absence or impediment of both, the functions of the Director shall be allocated to other
Institute director by resolution of the Board of Directors.
Before third parties, the signature of the Deputy Director is in itself same legal proof of the absence or incapacity of the
Director of the Institute and other leading signature constitutes legal proof of the absence or
incapacity of the Director and Deputy Director.
Art. 20
(Budget, profits reserves)
The exercises beginning on January 1 and ending December 31 of each year.
The financial statements, together with the report of the Board of Directors and that of
Board of Auditors, is deposited at the registered dll'Istituto least fifteen days before the meeting date
Assembly to whose approval must be submitted.
Operating profit for first will be taken 20% to be allocated to the ordinary reserve.
The participating agencies to the extent determined by the Assembly, and in any case
not less than 25% of net income will then be remunerated.
Any remainder will be donated to reserve Extraordin ia and the setting up or integration of various funds
which form part of the Heritage.
Art.
21 (Entry into force)
This Law shall enter into force on the 15th day following that of its legal publication.
Given at Our Residence, this day of 14 March 1988/1687 Foundation of the Republic THE CAPTAINS REGENT

Gianfranco Terenzi - Rossano crocuses

THE SECRETARY OF STATE FOR INTERNAL AFFAIRS
Alvaro Selva