As the Company's only current asset is 100% of the units of the Spazio Industriale Fund (see Corporate Overview and Our Activities for further information regarding the Fund), certain transfer restrictions in respect of Italian resident investors have been incorporated into the Company's Articles of Association in order to comply with Italian legal and regulatory requirements regarding the holding of interests in funds reserved to qualified investors.

Such transfer restrictions contained in the Articles of Association prevent the transfer of Ordinary Shares to "Non-Qualifying Shareholders". For these purposes, a Non-Qualifying Shareholder is any person resident in Italy or any legal entity whose registered office is in Italy with the exception of the following entities:

1. investment companies, banks, stockbrokers, asset management companies (so called ‘‘Società di Gestione del Risparmio’’), variable capital investment companies (so called ‘‘Società di Investimento a Capitale Variabile’’), pension funds, insurance companies, bank group financial holding companies and entities registered in the lists referred to in Articles 106, 107 and 113 of Consolidated Banking Act;
2. non-Italian persons authorised to carry out, by virtue of regulations in force in their countries of origin, the same activities carried out by the persons described in (i) above;
3. banking institutions; and
4. juridical persons and other entities in possession of specific competence and experience in operations relating to financial instruments. The possession of such specific competence and experience should be expressly declared in writing by the relevant legal representatives of such juridical persons or other entities.

In addition to these transfer restrictions, the Articles of Association contain compulsory transfer provisions in relation to Non-Qualifying Shareholders. If an Ordinary Share is acquired or held by or on behalf of a Non-Qualifying Shareholder, the voting rights attaching to the Ordinary Share are suspended and the holder of that Ordinary Share has no right to attend (whether in person or by proxy) any general meetings of the Company. Furthermore, the Non-Qualifying Shareholder can be required by the Board of the Company to sell and transfer the relevant Ordinary Share to a designated transferee in accordance with a procedure set forth in the Articles of Association.

Similar restrictions and compulsory transfer provisions apply to holders of depository interests. The deed poll executed by the depository in favour of the depository interest holders provides that if depository interests are acquired or held by or on behalf of a Non-Qualifying Shareholder (or a person who would be a Non-Qualifying Shareholder if such person held Ordinary Shares directly), the holder shall be deemed to have requested the cancellation of its depository interests and is obliged to convert its Ordinary Shares into registered form by completing the transfer procedure set out in the deed poll. Such transfer procedure requires the execution of a notarial deed in The Netherlands and the costs associated with this may exceed €750. Once the transfer procedures are completed and the holder becomes the registered shareholder of such Ordinary Shares, the compulsory transfer provisions in the Articles of Association will apply to such Ordinary Shares. If the holder fails to complete the transfer procedures within the relevant time period (x) the depository may exercise certain rights and remedies against such holder which may include, but are not limited to, selling or transferring the relevant depository interests or the Ordinary Shares held on such holder’s behalf, (y) the voting rights attaching to the Ordinary Shares held on such holder’s behalf may be suspended and (z) the compulsory transfer provisions in the Articles of Association will apply to such Ordinary Shares held by the depository on such holder’s behalf.

ERISA Restrictions
A purchase by, or sale or transfer of an Ordinary Share to, an investor cannot be made unless such purchase, sale or transfer will not result in the assets of the Company constituting ‘‘plan assets’’ within the meaning of the US Employee Retirement Income Security Act 1974, as amended (‘‘ERISA’’), that are subject to Title I of ERISA or Section 4975 of the US Internal Revenue Code 986, as amended (the ‘‘Internal Revenue Code’’). Each purchaser or transferee of an Ordinary Share will be required to represent and warrant or will be deemed to represent and warrant that it is not, and is not acting on behalf of, a person who is a ‘‘plan’’ that is subject to Title I of ERISA or Section 4975 of the Internal Revenue Code or an entity whose underlying assets include ‘‘plan assets’’ as defined in Section 3(42) of ERISA or 29 C.F.R. 2510.3-101, and that this representation will remain true and correct at all times when the Ordinary Shares are held by the investor. If a purchase, sale or transfer of an Ordinary Share results in a violation of the above provisions, the transferee shall be deemed to be a Non-Qualifying Shareholder and hence subject to the compulsory transfer provisions of the Articles of Association as described above.