Bylaws

SEA FOR LAND PACT FOUNDATION

STATUTE

ARTICLE 1 - CONSTITUTION

There is hereby established by the University of Gastronomic Sciences (hereinafter referred to as UNISG) a

Foundation named "PACT WITH THE SEA FOR THE EARTH - ENTITY OF THE THIRD.

SECTOR" (hereafter Foundation), abbreviated PMT-ETS Foundation, located in Bra - Pollenzo.

The Foundation may make use of the English name: "PACT WITH THE SEA FOR THE

EARTH."

The name of the foundation can be written in any graphic character, in upper and/or lower case. It responds to the principles and legal scheme of the participation foundation, within the broader genre of foundations, governed by the Civil Code, the Third Sector Code and related laws.

The Foundation's purposes are carried out in the national and international arena.

The duration is unlimited.

ARTICLE 2 - MISSION AND PURPOSE

The Foundation is non-profit and pursues civic, solidarity and socially useful purposes, with the

purpose of enhancing entrepreneurial, industrial, technological and

of innovation necessary for ecological transition and sustainable marine economy.

The Foundation pursues its purpose and goals outlined below with an integrated approach, consistent with the data of science and based on the scientific method, promoting initiatives and developing projects and activities that create value for both civil society and the Foundation itself.

The Foundation promotes awareness of the impact that each individual and each

organization can have on Natural Capital. The Covenant aims to support the business community

in moving toward sustainable models capable of making the productive fabric more competitive, innovative, high-performing and aware.

The Foundation promotes a Covenant for a Human and Nature-friendly economy of knowledge, respect, protection, saving, recovery, regeneration, resource circularity and sustainability.

The pact is intended to be inclusive and open to institutions, the productive world, research organizations, associations and all entities that intend to find in it a "Permanent Forum," a "Think tank" concrete answers for a sustainable future of the sea and business activities.

The Covenant describes a new goal of integrated sustainability with dialogue between
Companies and Research at the center.

1 FOUNDATION PACT WITH THE SEA FOR THE LAND

PMT Foundation was established as an In-House Entity of UNISG to contribute to networking among supply chains

productive, development projects and the world of research and respond to the need to build a network of experience, expertise and solutions useful to citizens, institutions and businesses.

The purposes of the Foundation also include:

- Increase, through studies, research and projects, awareness and relevance of the role of the sea

for civil society, stimulating debate on their impact and potential benefits from a forward-looking perspective;

- disseminate, with an interdisciplinary approach, the importance of sea culture through educational and training promotion, also enhancing the Foundation's role as a center of excellence for higher education and the dissemination of knowledge and skills useful for ecological transition, sustainability and equitable progress;

- Support and initiate cultural, scientific and social initiatives and research in the environmental, social and economic perspective in priority areas of interest in the area of the Sea and its interactions with the Earth.

In pursuing its purposes, the Foundation seeks dialogue with other Foundations, Associations, Entities,

Administrations, Institutions, Universities, Public Research Institutions, Academies, Businesses, and other organizations, both of Italian and foreign nationality, to seek opportunities for collaboration on issues of common interest and complementarity of purpose.

The Foundation safeguards respect for the dignity of people and the environment in all initiatives, projects and activities undertaken without discrimination of nationality, gender, age, ethnicity and religion.

ARTICLE 3 - ACTIVITIES

The Foundation aspires to carry out all activities useful for the ecological transition and harmonization of activities carried out on land and at sea, exercising exclusively or principally activities of general interest in the areas referred to in Article 5, Paragraph 1 of Leg. 117/2017: letter e) interventions and services aimed at the preservation and improvement of the conditions of the environment and the prudent and rational use of natural resources, excluding the activity, habitually exercised, of the collection and recycling of urban, special and hazardous waste, the protection of animals and the prevention of straying, pursuant to Law Aug. 14, 1991, no. 281, as well as the production, storage and sharing of energy from renewable sources for self-consumption, pursuant to Legislative Decree No. 199 of November 8, 2021; letter f) interventions for the protection and enhancement of cultural heritage and landscape, pursuant to Legislative Decree No. 42 of January 22, 2004, as amended;

2 SEA FOR LAND PACT FOUNDATION

letter h) scientific research of special social interest; letter i) organization and management of cultural, artistic or recreational activities of social interest, including activities, including publishing, promotion and dissemination of the culture and practice of voluntary work and activities of general interest referred to in this article.

By way of example but not limited to, the Foundation, in order to achieve its purpose, may carry out the following instrumental activities:

(a) To carry out sector studies in the various areas of ecological transition for the development of sustainable "Green & Blue" growth;

(b) to provide guidance and training for public agencies and companies on ecological and environmental sustainability issues and the promotion of ecological transition;

(c) Promote initiatives for the recovery/restoration/restoration, protection, conservation, and enhancement of marine natural capital and natural heritage more generally;

d) promote and organize events, conferences, meetings, events, exhibitions, and all those initiatives and events suitable for fostering organic contact between the Foundation and civil society;

(e) implement training paths aimed at updating and adjusting skills, specialization and professional qualification;

(f) establish degree awards and/or scholarships, organize training internships, educational courses, including technical-professional courses, and international cooperation and cultural exchange projects;

(g) carry out research projects, promote and produce technical and scientific publications;

(h) Provide support to entities and enterprises in sustainability strategies and planning at national and international levels;

(i) conduct studies and offer support and advice to companies in the field of sustainable sea economy;

(j) (k) (l) (n) (o) carry out assessment, minimization and compensation of environmental impacts; carry out studies and support to eco-sustainable renewable energy development; plan conservation and restoration/restoration of ecosystems;

(m) plan strategies and interventions for decommissioning marine facilities and infrastructure; provide support for water desalination planning and strategies; and identify emerging sectors, development areas, trends, and prospects for production and use related to water and the sea;

(p) to carry out any other useful activities for ecological transition in public bodies and companies.

The Foundation may, in addition, carry out the following activities related to the achievement of its objectives:

a) enter into contracts, conventions, agreements or understandings with public and private entities, collaborate with universities, schools, foundations, businesses and public and private entities interested in the pursuit of initiatives consistent with the statutory purposes;

(b) acquire shareholdings in Italian or foreign companies and other bodies, as well as cooperate and/or participate with associations, enterprises, bodies or institutions, the activities of which are aimed, directly or indirectly, at the pursuit of similar purposes, including by participating in their establishment;

(c) enter into any appropriate deeds or contracts with public and private entities, including for the financing of the deliberated operations, including, but not excluding others, the taking of loans and mortgages, whether short or long term;

3FOUNDATIONPACT WITH THE SEA FOR THE LAND

(d) to administer and manage movable and immovable property of which it has ownership, possession or availability in general.

The Foundation may engage in various activities, including those of a commercial nature, as long as they are consistent with the purposes of the Foundation and secondary to activities of general interest, according to criteria and limits prescribed under Article 6 of these bylaws.

The Foundation may carry out fundraising initiatives in accordance with the criteria and within the limits set forth in Article 7 of the Third Sector Code, including in an organized and continuous form, through solicitation to the public or through the sale or disbursement of goods or services of modest value, employing its own resources or those of third parties, including volunteers and employees, in compliance with the principles of truth, transparency and fairness in relations with supporters and the public.

ARTICLE 4 - ASSETS

The Foundation's assets are composed of:

a) b) from the initial endowment fund amounting to 30,000 Euros; from contributions - in ownership, other real rights, or use for any reason - of money or movable and immovable property, tangible and intangible, or other utilities usable for the pursuit of the purposes, conferred subsequently by the Founding Member and Adhering Members or acquired by the Foundation itself expressly intended to increase the initial endowment fund;

(c) from movable and immovable property received or to be received by the Foundation in any capacity, including property acquired by the Foundation in accordance with the provisions of these Bylaws;

(d) (e) from donations made by third parties in general with express allocation to increase assets; from the portion of unused annuities which, by resolution of the Board of Directors, may be allocated to increase assets;

(f) from contributions allocated to the estate by the European Union, the state, local authorities or other public and/or private entities, in accordance with applicable regulations.

ARTICLE 5 - MANAGEMENT FUND

The Foundation Management Fund consists of:

(a) (b) from income and revenues derived from the assets and activities of the Foundation itself; from any income, contributions, donations, or bequests intended for the implementation of the statutory purposes and not expressly earmarked for the increase of assets;

(c) from any other contributions, not allocated to assets, awarded by the European Union, the State, local authorities or other public and/or private entities;

(d) (e) (f) from contributions and/or financing in any form granted by third parties; from revenues from institutional, ancillary, instrumental and related activities; from shareholdings and interests held.

The Foundation's annuities and resources will be used for the operation of the Foundation and the fulfillment of its purposes. With the exception of the initial endowment fund, assets and annuities.

4FOUNDATIONPACT WITH THE SEA FOR THE LAND

resulting from them, which are tied to the pursuit of statutory purposes, are also used to cover operating deficits, in full compliance with current regulations.

ARTICLE 6 - FINANCIAL YEAR

The fiscal year begins on January 1 and ends on December 31 of each year. Within four months after the end of the fiscal year, the board of directors must prepare the budget

of the previous fiscal year in accordance with the provisions of Article 13 of the Third Sector Code by adopting the formats set forth in the Ministerial Decree of March 5, 2020. In the financial statements, the Board of Directors documents the secondary and instrumental nature of any activities carried out, other than those of general interest.

Following the approval of the Annual Report and Financial Statements if the time limits for adoption apply, the Board of Directors shall carry out the requirements of the Third Sector Code. The distribution of profits or operating surpluses as well as funds and reserves during the life of the Foundation is prohibited unless the destination or distribution is imposed by law.

By November 30, the board of directors must prepare and approve the budget for the following year.

ARTICLE 7 - FOUNDING MEMBER

The University of Gastronomic Sciences - UNISG (University of Gastronomic Sciences), a legally recognized non-state university, is a Founding Member.

ARTICLE 8 - MEMBERS

By resolution of the Board of Directors, they may be admitted:

- Adherent Members public legal persons, entities controlled by public institutions or nonprofit organizations that, sharing the purposes of the Foundation, contribute to the promotion and/or realization of its goals, including through the exercise of activities of special significance;

- Supporting Members the individuals and private legal entities that share the purposes of the Foundation,

contribute to the realization of its purposes through contributions to the Heritage with cash and/or contributions of goods, tangible or intangible and services.

All Members may allocate a contribution to research, studies and projects of specific interest and within the scope of the Foundation's activities.

5 FOUNDATION PACT WITH THE SEA FOR THE LAND

The status of Adherent Member lasts for as long as the contribution has been duly paid or the service duly performed, unless exclusion is decided by the Board of Directors in accordance with these Bylaws.

ARTICLE 9 - EXCLUSION AND WITHDRAWAL

The Honorary President or the Board of Directors may decide on the exclusion of Members for serious and repeated failure to fulfill the obligations and duties arising from these Bylaws and Rules, as well as in case of failure to make the required contributions and contributions.

Exclusion may also take place for the following reasons:

- extinction, for whatever reason due; opening of liquidation procedures;

- bankruptcy and/or opening of bankruptcy proceedings, including out-of-court proceedings

- conduct incompatible with the purposes of the Foundation and the duty of cooperation with other components of the Foundation.

Members may, at any time, withdraw from the Foundation by written notice to be sent to the President. The withdrawal shall take effect with the expiration of the current year, provided that the communication is made at least 3 (three) months in advance, without prejudice to the duty to fulfill the obligations undertaken.

ARTICLE 10 - ORGANS OF THE FOUNDATION

They are organs of the Foundation:

- The Board of Directors;

- the Members' Meeting

- The President;

- Honorary President;

- The Director General;

- the Controlling Body

- The Scientific Council.

ARTICLE 11 - BOARD OF DIRECTORS

The Foundation is administered by a Board of Directors consisting of 3 (three) to 5 (five) members. The Founding Member shall determine the number of members and any changes thereof.

The members of the Board of Directors serve for a four-year term or such other term of office as determined by the Founding Member prior to their appointment, and in any case until the approval of the final financial statements for the last year of the term.

6 FOUNDATION PACT WITH THE SEA FOR THE LAND

The Founding Member-after determining the number of members and term of office-appoints the majority of the members of the Board of Directors. The remaining members, on the other hand, are appointed by the Members' Meeting.

At the start of the Foundation, the members of the Board of Directors will be three wholly appointed by the Founding Member. Board members may be reappointed.

In case of early termination of office of a Director, the replacement will be appointed in the same manner as for the appointment of the early terminated Director.

The term of office of Directors appointed to replace Council members prematurely terminated from office lasts until the expiration of the Council.

The Board of Directors is vested with all powers of ordinary and extraordinary administration of the Foundation.

The Board of Directors approves the objectives and programs of the Foundation proposed by the President and reviews the overall results of its management.

Specifically, the Board of Directors has the following powers:

- Preparation and approval of the budget and final budget;

- Preparation of the multi-year strategic plan for approval by the Assembly;

- Preparation of financial statements, if the requirements of the applicable regulations are met, by

Submit to the Assembly for approval;

- Approval of the Foundation's Regulations;

- Appointment of the President of the Foundation, choosing him from within the Board of

Administration itself, from among the members appointed by the Founding Member;

- Appointment of the Director General of the Foundation, external to the Board of Directors, upon

President's proposal;

- Appointment of members of the Scientific Council;

- admission of Members;

- Acceptance of inheritances, gifts, bequests and contributions;

- Proposed amendments to the bylaws to be submitted to the Founding Member for subsequent approval by the Assembly;

- Proposes the dissolution of the Foundation to the Founding Member for approval at the Meeting;

- delegation-except as listed above, which remains the sole responsibility of the Council

of Administration - of specific tasks to the Directors;

- Determines the compensation paid to the Chairman, Directors and General Manager;

- Decides, upon the proposal of the Director General, on the hiring of personnel or the assignment of

specific assignments.

Meetings of the Board of Directors shall be called by the Chairman, either on his own initiative or at the request of at least two-thirds of the members of the Board, by any suitable means that permits proof of the

7 SEA FOR LAND PACT FOUNDATION

reception. As a rule, the convocation shall be made at least 5 (five) days before the day set for the meeting. In cases of urgency, the deadline may be 24 hours.

The convening notice must contain: the agenda of the meeting, the place/manner and time.

Board meetings may be held by videoconference, teleconference, or audio-conference, provided that all participants can be identified by the

Chairman and by all other speakers, that they be allowed to follow the discussion and intervene in real time in the discussion of the topics discussed.

In such a case, the Board of Directors meeting shall be deemed to be held at the place where the Chairman of the meeting is located in order to enable the minutes thereof to be drawn up and signed.

The Board meets validly with the presence of the majority of the members of the Board of Directors. In the absence of the convening formalities, the resolution shall be deemed to have been duly adopted when all the Board members and the member(s) of the Board of Control are present, including remotely, or are informed of the meeting and no one opposes the discussion of the matter.

The Board of Directors deliberates by a majority vote of those present; in case of a tie, the President's vote prevails. Meetings are chaired by the Chairman or, if he is absent or unable to attend, by the oldest member.

Minutes shall be taken of the meetings of the Council, signed by the person presiding over the Council and by the Secretary of the meeting who, if not appointed by the Council, shall be appointed from time to time by the President.

ARTICLE 12 - MEMBERS' MEETING

The meeting is presided over by the Chairman of the Board of Directors; in his absence, it is presided over by the most senior member of the Board of Directors. He who presides over the meeting shall appoint a secretary.

At first call, the Assembly is duly constituted with the presence of the Founder Member and at least one third of the Adherent Members. On second call, the Assembly is duly constituted with the presence of the Founder Member and whatever number of Adherent Members are present.

All Members may attend the Assembly. The Founding Member and Adherent Members are entitled to attend and vote at the Assembly.

Amendments pertaining to the Articles of Incorporation, including those relating to the object of the Foundation or its dissolution, must be adopted by the affirmative vote of the Founding Member and at least 75% (seventy-five percent) of the Adhering Members.

The meeting may also be convened at a place other than the registered office.

8 FOUNDATION PACT WITH THE SEA FOR THE LAND

One may also attend meetings by proxy: each Adherent Member may delegate another Adherent Member to attend the meeting. No Adherent Member may represent more than 5 other Adherent Members.

Proxies for representation issued in favor of Councilors are not permitted.

The Assembly must be convened without delay by the directors if a written request is made by as many founders and ordinary members representing at least 1/3 (one third) of the total.

The following powers are vested in the Assembly:

- Appoint the members of the Board of Directors for the portion reserved for it;

- Approve the strategic development plan;

- Approve the budget, prepared if the legal requirements apply according to the lines

guidance set forth in Ministerial Decree July 4, 2019;

- Approve any amendments to the bylaws;

- Approve any proposal for dissolution;

- To deliberate on all matters submitted for its consideration by the Board of Directors.

The meeting is called by any suitable means that allows proof of receipt at least ten days before the date of the meeting. The convocation shall state the agenda, day, time, place and may also contain the details for the second convocation.

ARTICLE 13 - THE PRESIDENT

The President has the legal representation of the Foundation, both before third parties and in court; supervises the application of the Statute and Regulations.

The President sees to the pursuit of the Foundation's purposes, promoting its activities, supervises the implementation of the Board of Directors' resolutions by the Chief Executive Officer, and oversees the overall operation of the Foundation.

The President maintains relations with institutions, businesses, associations and other public and private entities, with the aim of establishing cooperative relationships in support of the Foundation's activities.

If the President is absent or unable to attend, the duties of the President shall be performed by the eldest Director among those appointed by the Founding Member.

The president coordinates the Scientific Council.

ARTICLE 14 - THE HONORARY PRESIDENT

The Honorary President of the Foundation is the President of the Founding Member. The Honorary President may

To decide on the non-admission of Members proposed by the Board of Directors. The Honorary President is permanently invited to meetings of the Board of Directors, which he attends in an advisory capacity and without voting rights.

9 FOUNDATION PACT WITH THE SEA FOR THE LAND

ARTICLE 15 - GENERAL MANAGER

The General Manager prepares, in close cooperation with the President and the Board of Directors, the draft budget and final budget.

Executes the instructions of the Board with accuracy and diligence, oversees the Foundation's operational and administrative activities.

Ensures good management and personnel performance and the functioning of the organizational structure and the Scientific Council.

The General Manager attends meetings of the Board of Directors, without voting rights.

The term of office of the Director General is three years, after which he may be reappointed.

The term of the General Manager ends with that of the Chairman of the Board, unless renewed by the new Board.

ARTICLE 16 - CONTROLLING BODY

The auditing body is appointed by the Founder Member from among persons registered with the Register of Auditors and may consist of one to three members.

The auditing body thus appointed remains in office until the approval of the final financial statements for the third fiscal year after appointment and may be reappointed.

The members of the supervisory body may be granted compensation defined by the Board of Directors within the limits provided by law, and the provisions of Article 30 of the Third Sector Code apply.

In the cases provided for in Article 31 of the Code of the Third Sector, the Assembly appoints an auditor or auditing company, to which the regulations of the aforementioned Article 31 apply, or entrusts the statutory audit to the auditing body if it meets the requirements.

ARTICLE 17 - SCIENTIFIC COUNCIL

The Scientific Council is the body of the Foundation that formulates proposals and opinions to the Board of

Administration with regard to the programs and activities of the Foundation and evaluates the technical and

scientific of activity plans and project proposals.

The Scientific Council normally meets at least once a year.

10 SEA FOR LAND PACT FOUNDATION

Its members shall be appointed by the Board of Directors in the maximum number of 20 (twenty) from among persons qualified in the field of interest of the Foundation, shall hold office for the term of the Board of Directors that appointed them, and may be renewed.

The Scientific Council is coordinated by the President of the Foundation, and in case of the absence or inability of the President, its functions are carried out by the senior Board member.

ARTICLE 18 - DISSOLUTION OF THE FOUNDATION

In the event of the dissolution of the Foundation for any cause, the assets will be devolved to another third sector entity pursuing similar purposes, subject to the opinion of the Single National Third Sector Register, with a resolution of the Board of Directors, which appoints the liquidator.

Assets granted for use to the Foundation and not constituting the Foundation's assets, upon dissolution of the Foundation, revert to the availability of the grantors.

ARTICLE 19 - ARBITRATION CLAUSE

All disputes relating to these Bylaws, including those concerning its interpretation, execution, and validity, shall be referred to an arbitration board of three arbitrators, appointed by the President of the

Court where the Foundation is located.

ARTICLE 20 - REFERRAL CLAUSE

For matters not provided for in these Bylaws and the Memorandum of Association, the following shall apply: the Civil Code, if and to the extent compatible, the regulations provided for in the Code of the Third Sector, and other relevant regulations in force.

11