Consob

Regulation implementing Italian Legislative Decree No.58 of 24 February 1998, concerning the discipline of issuers (adopted by Consob under resolution No. 11971 of 14 May 1999 and subsequently amended by resolutions No. 12475 of 6 April 2000, No. 13086 of 18 April 2001, No. 13106 of 3 May 2001, No. 13130 of 22 May 2001, No. 13605 of 5 June 2002, No. 13616 of 12 June 2002, No. 13924 of 4 February 2003, No. 14002 of 27 March 2003, No. 14372 of 23 December 2003, No. 14692 of 11 August 2004, No. 14743 of 13 October 2004, No. 14990 of 14 April 2005, No. 15232 of 29 November 2005, No. 15510 of 20 July 2006, No. 15520 of 27 July 2006, No. 15586 of 12 October 2006, No. 15915 dated 3 May 2007, No. 15960 dated 30 May 2007, No. 16515 of 18 June 2008, No. 16709 of 27 November 2008, No. 16840 of 19 March 2009, No. 16850 of 1 April 2009, No. 16893 of 14 May 2009 and no. 17002 of 17 August 2009) ¹ _.

The amendments made by resolutions No. 16840 of 19 March 2009, No. 16850 of 1 April 2009, No. 16893 of 14 May 2009 and No. 17002 of 17 August 2009 are highlighted in bold in the text.

CONTENTS

PART I	-	LEGAL BASIS AND DEFINITION

Art. 1	-	Legal basis
Art. 2	-	Definitions
Art. 2-bis	-	Definition of issuers of financial instruments widely distributed among the public

PART II	-	SOLICITATION OF PUBLIC SAVINGS

TITLE I	-	PUBLIC OFFERINGS FOR SUBSCRIPTION AND SALE OF FINANCIAL PRODUCTS

Chapter I	-	General provisions
Art. 3	-	Definitions

Chapter II	-	Provisions concerning financial products other than units/shares of collective investment undertakings and products issued by insurance companies
Art. 4	-	Disclosure to Consob
Art. 5	-	Offering prospectuses
Art. 6	-	Base prospectuses
Art. 7	-	Omission of information, equivalent information and information included by means of reference
Art. 8	-	Approval of prospectuses and the supplements
Art. 9	-	Publication of prospectuses and the supplements
Art. 10	-	Validity of prospectuses, base prospectuses and registration documents
Art. 11	-	EU validity for prospectus approval
Art. 12	-	Prospectus language
Art. 13	-	Disclosure obligations

Chapter III	-	Provisions concerning units/shares in collective investment undertakings

Section I	-	Common provisions
Art. 14	-	Definitions
Art. 15	-	General obligations

Section II	-	Italian open-end collective investment undertakings
Art. 16	-	Disclosure to Consob and publication of prospectuses
Art. 17	-	Offering prospectuses
Art. 18	-	Updating of prospectuses
Art. 19	-	Disclosure obligations

Section III	-	Foreign harmonized collective investment undertakings
Art. 20	-	Publication in Italy of prospectuses
Art. 21	-	Updating of prospectuses
Art. 22	-	Disclosure obligations

Section IV	-	Italian closed-end funds
Art. 23	-	Disclosure to Consob and publication of prospectuses
Art. 24	-	Offering prospectuses
Art. 25	-	Updating of prospectuses
Art. 26	-	Disclosure obligations

Section V	-	Foreign non-harmonized collective investment undertakings
Art. 27	-	Disclosure to Consob, offering prospectuses and publication of prospectuses
Art. 28	-	Disclosure obligations

Chapter IV	-	Provisions concerning financial products issued by insurance companies
Art. 29	-	Definitions
Art. 30	-	General obligations
Art. 31	-	Disclosure to Consob and publication of prospectuses
Art. 32	-	Offering prospectuses
Art. 33	-	Updating of prospectuses
Art. 34	-	Disclosure obligations
Art. 34-bis	-	Disclosure obligations deriving from EU provisions concerning life assurance

Chapter V	-	General provisions

Section I	-	Discipline of exemptions
Art. 34-ter	-	Cases of inapplicability and exemptions
Art. 34-quater	-	Register of individuals and small/medium-sized companies considered to be qualified investors

Section II	-	Rules for carrying out offering
Art. 34-quinquies	-	Performance of public offerings
Art. 34-sexies	-	Proper conduct rules
Art. 34-septies		Transactions for stabilization of financial instruments subject to public offering or associated with the same

Section III		Advertising activities
Art. 34-octies		General criteria for carrying out advertising activities
Art. 34-novies		Illustration of returns achieved and other data
Art. 34-decies		Divulgation of information, performance of market surveys and collation of purchase intentions

Section IV		Transitory provisions
Art. 34-undecies		Offerings of collective investment undertakings and financial products issued by insurance companies
Art. 34-duodecies		Method of publishing the unit value of shares/units in collective investment undertakings
Art. 34-terdecies		Inapplicability envisaged by Article 34-ter, paragraph 1, subparagraph b), numbers 3 and 5

SECTION II	-	PUBLIC OFFERINGS TO BUY OR EXCHANGE

Chapter I	-	General provisions
Art. 35	-	Definitions
Art. 36	-	Scope of application
Art. 37	-	Disclosure of offers
Art. 38	-	Offer documents
Art. 39	-	Issuer’s statement
Art. 40	-	Performance of offers
Art. 41	-	Transparency rules
Art. 42	-	Proper conduct rules
Art. 43	-	Amendments of offers
Art. 44	-	Competing offers

Chapter II	-	Mandatory take-over bids
Art. 45	-	Indirect take-over
Art. 46	-	Consolidation of holdings
Art. 47	-	Consideration in the form of financial instruments
Art. 48	-	Procedure for approval of prior partial bids
Art. 49	-	Exemptions
Art. 50	-	Residual take-over bids

PART III	-	ISSUERS

TITLE I	-	LISTING OF EU FINANCIAL INSTRUMENTS AND SHARES/UNITS IN COLLECTIVE INVESTMENT UNDERTAKING ON ORGANIZED MARKETS

Chapter I	-	General provisions
Art. 51	-	Definitions

Chapter II	-	Provisions concerning the listing of securities
Art. 52	-	Disclosure to Consob
Art. 53	-	Listing prospectuses
Art. 54	-	Annual disclosure documents
Art. 55	-	Consob examination (revoked)
Art. 56	-	Publication of prospectuses and supplements
Art. 57	-	Exemption from obligation to publish prospectuses
Art. 58	-	EU validity for prospectus approval and prospectus language

Chapter III	-	Provisions regarding the listing of shares/units in collective investment undertakings
Art. 59	-	Italian collective investment undertakings
Art. 60	-	Foreign collective investment undertakings
Art. 61	-	Bonds issued by banks and international organizations, covered warrants and certificates (revoked)
Art. 62	-	Bonds issued by banks and international organizations, covered warrants and certificates as per a programme (revoked)

Chapter IV	-	Listing on an organized market preceded by a public offering of EU financial instruments
Art. 63	-	Disclosure to Consob and publication of prospectuses
Art. 64	-	Disclosure obligations (revoked)
Art. 64-bis	-	Listing procedure (revoked)

TITLE II	-	COMPANY INFORMATION

Chapter I	-	General provisions
Art. 65	-	Definitions
Art. 65-bis	-	Requisites for the disclosure of regulated information
Art. 65-ter	-	Codification of regulated information
Art. 65-quater	-	Language
Art. 65-quinquies	-	Disclosure of regulated information by means of using a SDIR (dissemination of regulated disclosures system)
Art. 65-sexies	-	Independent disclosure of regulated information
Art. 65-septies	-	Storage and filing of regulated information
Art. 65-octies	-	Disclosure, storage and filing of regulated information by parties other than issuers of securities
Art. 65-novies	-	Disclosures in the period prior to listing
Art. 65-decies	-	Procedure for choosing the home member nation
Art. 65-undecies	-	Listing without consent of the issuer

Chapter II	-	Disclosure to the public

Section I	-	Information on significant events and circumstances
Art. 65-duodecies	-	Scope of application
Art. 66	-	Significant events and circumstances
Art. 66-bis	-	Delay in disclosures
Art. 67	-	Tasks of the market management company
Art. 68	-	Forecasts, quantitative objectives and periodic accounting data

Section II	-	Recommendations
Art. 69	-	Identity of individuals making recommendations
Art. 69-bis	-	General provisions concerning the fair presentation of recommendations
Art. 69-ter	-	Additional obligations concerning the fair presentation of recommendations
Art. 69-quater	-	Public disclosure of interests and conflicts of interest
Art. 69-quinquies	-	Additional obligations concerning public disclosure of interests and conflicts of interest
Art. 69-sexies	-	Disclosure to public of recommendations made by third parties
Art. 69-septies	-	Alternative ways of publishing information concerning recommendations
Art. 69-octies	-	Self-regulation of journalists
Art. 69-novies	-	Publication of recommendations

Section III	-	Credit ratings
Art. 69-decies	-	Applicable provisions

Section IV	-	Information on extraordinary transactions
Art. 70	-	Mergers, spin-offs and share capital increases by means of the conferral of assets in kind
Art. 70-bis	-	Assets allocated to a specific business project
Art. 71	-	Acquisitions and disposals
Art. 71-bis	-	Transactions with related parties
Art. 72	-	Other amendments to the Articles of Association and issue of bonds
Art. 73	-	Purchase and sale of treasury shares
Art. 74	-	Measures pursuant to Article 2446 of the Italian Civil Code
Art. 75	-	Issuers of securities (not including bonds)
Art. 76	-	Public notices

Section V	-	Periodic information
Art. 77	-	Annual financial reports
Art. 78	-	Notes to the financial statements
Art. 79	-	Management Report
Art. 80	-	Opinion of the internal control body on the granting of the audit appointment (revoked)
Art. 81	-	Half-year financial reports
Art. 81-bis	-	Half-year financial reports – transitory regime (revoked)
Art. 81-ter	-	Certification of the annual financial statements, the consolidated financial statements and the half year abridged financial statements
Art. 82	-	Interim management reports
Art. 82-bis	-	Quarterly reports - transitory regime (revoked)
Art. 83	-	Exemptions

Section VI	-	Other information
Art. 83-bis	-	Information on the amendment of rights
Art. 84	-	Information on the exercise of rights
Art. 84-bis	-	Information on the assignment of financial instruments to corporate officers, employees and collaborators
Art. 85	-	Minutes of shareholders' meetings
Art. 86	-	Reciprocal holdings
Art. 87	-	Disclosures of purchases and sales of financial instruments
Art. 87-bis	-	Disclosures of share buybacks
Art. 88	-	Equivalence of information (revoked)
Art. 89	-	Offering of option rights
Art. 89-bis	-	Information on compliance with codes of conduct
Art. 89-ter	-	Publication of the codes of conduct

Section VI-bis	-	Checking the information provided to the public
Art. 89-quater	-	Criteria for examining the information disclosed by financial instrument issuers

Chapter III	-	Disclosures to Consob

Section I	-	Information on extraordinary transactions
Art. 90	-	Mergers, spin-offs and share capital increases by means of the conferral of assets in kind
Art. 90-bis	-	Assets allocated to a specific business project
Art. 91	-	Acquisitions and disposals
Art. 91-bis	-	Transactions with related parties
Art. 92	-	Other amendments to the Articles of Association, issue of bonds and interim dividend payments
Art. 93	-	Purchase and sale of treasury shares
Art. 94	-	Measures pursuant to Article 2446 of the Italian Civil Code
Art. 95	-	Issuers of securities (not including shares)

Section II	-	Periodic information
Art. 96	-	Periodic disclosures
Art. 97	-	Issuers of securities (not including shares)

Section III	-	Other information
Art. 98	-	Changes in share capital
Art. 98-bis	-	Financial instruments envisaged by Article 2351.5 of the Italian Civil Code
Art. 99	-	Reciprocal holdings
Art. 100	-	Composition of boards of directors and internal control bodies, general managers
Art. 101	-	Disclosures of purchases and sales of financial instruments (revoked)

Chapter IV	-	Collective investment undertakings listed on an organized market.
Art. 102	-	Information on significant events and circumstances relating to closed-end collective investment undertakings
Art. 103	-	Periodic information and other information on closed-end collective investment undertakings
Art. 103-bis	-	Information on open-end collective investment undertakings

Chapter V	-	Issuers of financial instruments listed on organized markets other than the stock exchange (revoked)
Art. 104	-	Information on significant events (revoked)
Art. 105	-	Extraordinary transactions (revoked)
Art. 106	-	Periodic information (revoked)
Art. 107	-	Other information (revoked)

Chapter VI	-	Issuers of financial instruments widely distributed among the public.
Art. 108	-	Identification of issuers
Art. 109	-	Information on significant events and circumstances
Art. 109-bis	-	Information on shareholders’ agreements
Art. 110	-	Periodic information
Art. 111	-	Other information
Art. 111-bis	-	Issuers of widely distributed financial instruments, traded in multi-lateral systems
Art. 111-ter	-	Filing of information
Art. 112	-	Exemptions

Chapter VII	-	Issuers listed on Italian organized markets
Art. 112-bis	-	Procedure for disclosing regulated information
Art. 113	-	Information on significant events and circumstances (revoked)
Art. 114	-	Extraordinary transactions and other information
Art. 115	-	Information divulged abroad
Art. 116	-	Equivalence of the information

Chapter VII-bis	-	Issuers whose home member nation is Italy and whose Securities are listed in another European Union member nation
Art. 116-bis	-	Fulfilments relating to regulated information
Art. 116-ter	-	Information divulged abroad

Chapter VIII	-	Financial instruments listed without the consent of the issuers
Art. 116-quater	-	Duties of the management company for the market on which the financial instruments are listed

Chapter VIII-bis	-	Dissemination of regulated disclosures systems
Art. 116-quinquies	-	Requisites of the SDIR (dissemination of regulated disclosures system)
Art. 116-sexies	-	Application for authorization of a SDIR
Art. 116-septies	-	Examination of the application
Art. 116-octies	-	Consob check and withdrawal of authorization.

Chapter VIII-ter	-	Authorized storage devices
Art. 116-novies	-	Features of authorized storage devices
Art. 116-decies	-	Application for authorization
Art. 116-undecies	-	Examination of the application
Art. 116-duodecies	-	Consob check and withdrawal of authorization

TITLE III	-	OWNERSHIP STRUCTURES

Chapter I	-	Significant holdings
Art. 116-terdecies	-	Definitions

Section I	-	Holdings in listed issuers
Art. 117	-	Disclosure of significant holdings
Art. 117-bis	-	Transactions on treasury shares
Art. 118	-	Manner of calculating holdings
Art. 119	-	Manner of calculating potential holdings
Art. 119-bis	-	Exemptions
Art. 119-ter	-	Manner of aggregating holdings managed
Art. 120	-	Transparency on parties subscribing to shareholders’ agreements
Art. 121	-	Disclosure time limits and procedures
Art. 122	-	Manner of publishing information
Art. 122-bis	-	Transparency on financial instruments envisaged by Article 2351.5 of the Italian Civil Code

Section II	-	Holdings in unlisted companies and limited liability companies (società a responsabilità limitata)
Art. 123	-	Manner of calculating holdings
Art. 124	-	Disclosure of significant holdings to the issuing company
Art. 125	-	Disclosure of significant holdings to Consob
Art. 126	-	Procedure for publishing information

Chapter II	-	Shareholders’ agreements

Section I	-	Disclosure of agreements
Art. 127	-	Parties subject to obligations and content of disclosures
Art. 128	-	Other disclosures

Section II	-	Extracts of agreements
Art. 129	-	Procedure for publishing extracts
Art. 130	-	Content of extracts
Art. 131	-	Amendments to, renewal and termination of agreements

Section III	-	Shareholders’ associations
Art. 132	-	Content of extracts
Art. 133	-	Disclosure to Consob

TITLE IV	-	EXERCISE OF VOTING RIGHTS

Chapter I	-	Solicitation and collection of proxies
Art. 134	-	Solicitation procedure
Art. 135	-	Conduct requirements
Art. 136	-	Procedure for collection of proxies
Art. 137	-	Conferring and revoking proxies
Art. 138	-	Interruption of the solicitation or collection

Chapter II	-	Postal voting
Art. 139	-	Notices convening shareholders’ meetings
Art. 140	-	Ballot sheets
Art. 141	-	Voting
Art. 142	-	Formalities preliminary to shareholders’ meetings
Art. 143	-	Shareholders’ meetings

TITLE V	-	PROTECTION OF MINORITIES

Art. 144	-	Exclusion from trading
Art. 144-bis	-	Buybacks and purchases of parent company shares

TITLE V-bis	-	MANAGEMENT AND CONTROL BODIES

Chapter I	-	Appointment of management and control bodies

Section I	-	General provisions
Art. 144-ter	-	Definitions

Section II	-	Shareholdings for the presentation of lists for the election of the board of directors
Art. 144-quater	-	Shareholdings

Section III	-	Election of the internal control body
Art. 144-quinquies	-	Relationships of affiliation between reference shareholders and minority shareholders
Art. 144-sexies	-	Election of the minority statutory auditors by list voting

Section IV	-	Publication of the lists
Art. 144-septies	-	Publication of the shareholdings
Art. 144-octies	-	Publication of the proposals for appointments
Art. 144-novies	-	Composition of management and control bodies
Art. 144-decies	-	Periodic information

Section V	-	Final provisions
Art. 144-undecies	-	Provisions concerning privatized companies

Chapter II	-	Limits to the cumulation of offices by the members of the control bodies
Art. 144-duodecies	-	Definitions
Art. 144-terdecies	-	Limits to the cumulation of offices
Art. 144-quaterdecies	-	Disclosure obligations versus Consob
Art. 144-quinquiesdecies	-	Public disclosure obligations

TITLE VI	-	AUDITING

Chapter I	-	General provisions
Art. 145	-	Content of the audit book
Art. 145-bis	-	General criteria for determination of the fee for the audit appointment
Art. 146	-	Documentation to be sent to Consob
Art. 147	-	Documentation concerning subsidiary companies
Art. 147-bis	-	Documentation relating to parent companies and companies subject to joint control
Art. 148	-	Granting of the appointment by Consob
Art. 148-bis	-	Notification of the restriction on executing the resolution revoking the audit appointment
Art. 149	-	Filing with the Company’s Register

Chapter I-bis		Incompatibilities
Art. 149-bis		Definitions
Art. 149-ter		The auditing firm’s procedures
Art. 149-quater		Financial interests
Art. 149-quinquies		Business relations
Art. 149-sexies		Influence on the auditing firm’s decision-making process
Art. 149-septies		Self-employment or employee relationships
Art. 149-octies		Corporate offices
Art. 149-novies		Corporate positions and functions entrusted to family members within the conferring company
Art. 149-decies		Legal advisory services
Art. 149-undecies		Notification of situations of incompatibility
Art. 149-duodecies		Publication of the fees

Chapter II		Auditing of groups
Art. 150		Auditing of foreign subsidiaries
Art. 150-bis		Auditing of foreign companies that control listed companies and of foreign companies subject to joint control together with the latter
Art. 151		Exemption criteria for subsidiary companies
Art. 151-bis		Exemption criteria for companies subject to joint control
Art. 151-ter		Procedures for establishing the exemption thresholds
Art. 152		Application timescale

TITLE VII		INDIVIDUALS WITH ACCESS TO PRIVILEGED INFORMATION (INSIDERS)

Chapter I		Lists of insiders
Art. 152-bis		Establishment and content of lists
Art. 152-ter		Updating of lists
Art. 152-quater		Keeping of lists
Art. 152-quinquies		Disclosure obligations

Chapter II		Transactions concluded by significant parties and individuals closely associated with such parties
Art. 152-sexies		Definitions
Art. 152-septies		Scope of application
Art. 152-octies		Procedures and time limits for disclosures to Consob and public disclosures

PART IV		TRANSITORY AND FINAL PROVISIONS
Art. 153		Forwarding of notices and press releases to Consob (revoked)
Art. 154		Transitory provisions
Art. 155		Foreign issuers already listed
Art. 155-bis		Half-year reports (revoked)
Art. 156		Repeals
Art. 157		Enforcement

PART I
LEGAL BASIS AND DEFINITIONS

Article 1
(Legal basis)

1. This Regulation is adopted under Article 42, paragraph 3, Article 95, paragraphs 1 and 2, Article 97, paragraph 2, Article 98 ter, paragraph 3, Article 98 quarter, paragraphs 1 and 3, Article 98 quinquies, paragraph 2, Article 100, paragraphs 1 and 2, Article 101, paragraph 3, Article 103, paragraphs 4 and 5, Article 106, paragraphs 3 and 5, Article 107, paragraph 2, Article 112, Article 113, Article 113 bis, Article 113 ter, paragraphs 3 and 5, Article114, paragraphs 1, 3, 5, 7, 9, and 10, Article 114 bis, paragraph 3 , Article 115, Article 116, paragraph 1, Article 117 bis, paragraph 2, Article 118 bis, Article 120, paragraph 4, Article 122, paragraph 2, Article 124, Article 124 ter, Article 127, Article 132, Article 133, Article 144, paragraph 1, Article 147 ter, paragraph 1, Article 148, paragraph 2, Article 148 bis, paragraphs 1 and 2, Article 154 bis, paragraph 5 bis, Article 154 ter, paragraph 6, Article 155, paragraph 3, Article 159, paragraph 7, Article 160, Article 165, paragraph 2, Article 165 bis paragraph 3, Article 183, Article 205, of Italian Legislative Decree No. 58 of 24 February 1998 and Article 11, paragraph 2, letter b), of Italian Law No. 262 of 28 December 2005 ^² _.

Article 2
(Definitions)

1. In this Regulation:

a) "Consolidated Law" shall mean Legislative Decree 58 of 24 February 1998;

a-bis) "stock exchange" shall mean the regulated markets, or related segments or sectors thereof where admission to listing complies with the conditions laid down in Directive 2001/34/EC; ^³

b) "market management company" shall mean a company that organizes and manages a market on which financial instruments are admitted to trading at the request of the issuers; ^⁴

c) "depository" shall mean a person with whom financial instruments are deposited for custody and administration;

d) "warrants" shall mean financial instruments that confer the right to buy or subscribe for a certain quantity of shares on or by the expiration date;

e) "covered warrants" shall mean financial instruments, other than warrants, that give the right to buy and/or sell, on or by the maturity date, a certain quantity of financial instruments, interest rates, foreign currencies, goods or related indexes or baskets (the underlying asset) at a predetermined price or, in the case of contracts providing for settlement in cash, to receive a sum of money determined as the difference between the settlement price of the underlying asset and the exercise price or as the difference between the exercise price and the settlement price of the underlying asset. ^⁵

f) revoked; ^⁶

g) "certificates" shall mean financial instruments, other than covered warrants, that replicate the performance of an underlying asset. ^⁷

h) "related parties" shall mean persons so defined by the international financial reporting standard for the disclosure of transactions with related parties in financial reports, adopted under the procedure referred to in Article 6 of Regulation (EC) 1606/2002; ^⁸

i) … revoked… ^⁹:

l) ... revoked ...;^¹⁰

m) … revoked…; ^¹¹

n) … revoked…; ^¹²

o) … revoked... ^¹³

2. … revoked... ^¹⁴

3. Without prejudice to the application of article 100 of the Consolidated Law and related enactment regulations, prices listed on multilateral trading systems shall not constitute public offerings of financial instruments, takeover bids or equity swaps pursuant to Part IV, Title II of the Consolidated Law, provided that such systems, given the type of instrument traded, envisage:

a) prior to the start of trading, an admission to trading document containing:

1) sufficient information to allow investors to form a reasoned opinion on the financial situation and business outlook of the issuer, and on the financial instruments and related rights;

2) a warning that the document has not been examined or approved by Consob;

b) during trading, commitments to making sufficient information available to the public to allow investors to form a reasoned opinion regarding the investment ¹⁵.

4. The admission to trading document pursuant to paragraph 3, paragraph a) is not required where the offering concerns financial instruments not subjected to a public offering for which a prospectus was published no more than twelve months prior to admission to trading on the multilateral trading facility, prepared in compliance with EU provisions, or which constituted an equity swap price for which a specific offering document was published in the previous twelve months pursuant to article 102 of the Consolidated Law ¹⁶.

5. Buy prices listed on multilateral trading facilities reserved for professional investors only, or regarding financial instruments pursuant to article 100, paragraph 1, paragraphs d), e) and g), or financial instruments with a minimum face value of at least 50,000 euro or open-end UCITS with a minimum global subscription of at least 250,000 euro shall not constitute a takeover bid ¹⁷.

6. Likewise, prices listed on multilateral trading systems or systematic internalisers regarding the financial instruments listed in article 100-bis, paragraph 4 of the Consolidated Law, or financial instruments issued by Italian or foreign entities with the characteristics indicated in paragraphs 1) and 2) below, shall not constitute public offerings of financial instruments, takeover bids or equity swaps pursuant to Part IV, Title II of the Consolidated Law:

1) admitted to trading on an Italian regulated market or that of another EU member state;

2) already distributed among the public in Italy pursuant to article 2-bis or already distributed among the public in an EU member state provided that, in the latter case, the issuer, any guarantor or the parent company has financial instruments admitted to trading on EU regulated markets and in any event issues periodic disclosures ¹⁸.

7. Where an IPO of financial instruments is implemented through multilateral trading facilities or systematic internalisers other than those indicated in paragraphs 3, 4 and paragraph 6, paragraph 1, the provisions of article 100-bis, paragraphs 2 and 3 of the Consolidated Law shall apply as appropriate ¹⁹.

Article 2-bis
(Definition of issuers of financial instruments widely distributed among the public)

1. Issuers of shares widely distributed among the public shall mean Italian issuers that contemporaneously:

a) have shareholders other than the controlling shareholders that number more than 200 and own at least 5% of the paid-up share capital; and

b) are not eligible to draw up simplified annual financial statements under the first paragraph of Article 2435-bis of the Italian Civil Code.

2. The limits referred to in the previous paragraph shall be considered to have been exceeded only if the shares:

- have been the subject of a public offering for subscription and sale or the consideration of an exchange tender offer;

- have been the subject of a placement, in whatever form, including one reserved to qualified investors as defined in Article 34 ter, paragraph 1, subparagraph b);

- are traded on multilateral trading systems with the agreement of the issuer or the controlling shareholder;

- are issued by banks and bought or subscribed for in their head or branch offices ^²⁰.

3. Issuers whose shares are subject to legal limitations concerning their circulation, including the exercise of property rights, or whose corporate purpose is exclusively to engage in non-profit social activities or the enjoyment of a good or service by the shareholders shall not be considered issuers of widely distributed shares.

4. Issuers of bonds widely distributed among the public shall mean Italian issuers with shareholders' equity of no less than 5 million euros and a number of bondholders exceeding two hundred ^²¹.

PART II
SOLICITATION OF PUBLIC SAVINGS

TITLE 1 ^²²
PUBLIC OFFERINGS FOR SUBSCRIPTION

AND SALES OF FINANCIAL PRODUCTS

Chapter I
General provisions

Article 3
(Definitions)

1. In this Title:

a) "public offering” shall mean the offer, as defined by Article 1, paragraph 1 of the Consolidated Law;

b) “small and medium-sized companies” shall mean the companies which on the basis of their most recent statutory or consolidated financial statements satisfy at least two of the three following criteria:

1) average number of employees during the year of less than 250;

2) balance sheet total no higher than 43 million euros;

3) net annual sales revenues no higher than 50 million euros.

2. For the purposes of this Title, the definitions contained in the Consolidated Law and in EU Regulation No. 809/2004 apply.

Chapter II
Provisions concerning financial products other than units/shares of collective investment undertakings and products issued by insurance companies

Article 4
(Disclosure to Consob)

1. The notice of public offering provided for in Article 94.1 of the Consolidated Law has been drawn up in compliance with the form in Annex 1A, contains a summary description of the offering and an indication of the persons promoting it, attests to the existence of the conditions for carrying out the offering, is accompanied by the documents indicated in Annex 1A and is signed by those who in the capacity of offeror and issuer intend to make the public offering.

Article 5
(Offering prospectuses)

1. Offering prospectuses relating to securities shall be drawn up in accordance with the provisions of EU Regulation No. 809/2004 and the layouts attached to the same. The matters envisaged by Article 98 bis of the Consolidated law for issuers in non-EU countries remain unchanged.

2. With regard to the offer of financial products pursuant to this Chapter other than securities, upon the request of the issuer or the offeror, Consob establishes the content matter of the prospectuses.

3. The securities note, envisaged by Article 94, paragraph 2 of the Consolidated Law, is drawn up in non-technical language and in accordance with Article 24 of EU Regulation No. 809/2004. The securities note shall briefly describe the essential characteristics of the financial products, the issuer and any guarantors as well as the risk factors associated with each one and shall contain a warning to the effect that:

a) it is to be read as an introduction to the prospectus;

b) any decision to invest in the financial products should be based on an examination by the investor of the complete prospectus;

c) if an action is brought in relation to the information contained in a prospectus, the plaintiff investor may be required to bear the cost of the latter’s translation before the start of the proceedings;

d) civil liability shall rest with the drafters and, where applicable, the translators of the summary only if the latter is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus.

4. If the prospectus comprises separate documents pursuant to Article 94, paragraph 4 of the Consolidated Law and Consob has already approved the registration document, when the products are offered to the public the issuer or the offeror shall be required to draw up only the securities note and the summary on the financial products. The securities note and the summary are subject to specific approval. If subsequent to approval of the registration document or any supplement pursuant to Article 94, paragraph 7 of the Consolidated Law, a significant change has taken place or a recent development, which may influence the evaluations of the investors, the summary shall provide information which would normally be contained in the registration document.

5. If issuers or the offerors have transmitted the registration document to Consob, without requesting its approval, the entire documentation, including the updated information, shall be subject to approval.

Article 6
(Base prospectuses)

1. Without prejudice to the matters envisaged by Article 26 of Regulation No. 809/2004/CE, the issuers or the offerors may choose to draw up a base prospectus containing all the relevant information on the issuer and the instruments offered to the public, supplemented by the final conditions of the offer, in the public offerings which exclusively concern:

a) instruments other than equities, including all types of warrants, issued within the sphere of an offer programme:

b) instruments other than equities issued on an on-going or repeated basis by banks, when both these conditions apply:

1) the sums deriving from the issue of these instruments are intended for investment in assets which offer a sufficient coverage of the obligations deriving from the same until their maturity;

2) in the event of insolvency of the bank concerned, these sums are intended by way of priority to reimburse the capital and the interest accrued, without prejudice to the provisions of Italian Legislative Decree No. 385 dated 1 September 1993, regarding the recovery and liquidation of the banks operating within the EU.

2. The information provided in base prospectuses shall be supplemented, if necessary, with updated information on the issuer and the instruments to be offered to the public in accordance with Article 94, paragraph 7 of the Consolidated Law.

3. If the final conditions of the offer are not included in the base prospectuses or in the supplements, they shall be published – as soon as they are available and, if possible, before the commencement of the offering – by means of notice in the manner envisaged by Article 9, paragraph 1, at the time of each public offering. In any event, the base prospectus shall contain the criteria and/or conditions on the basis of which the final offer price and the quantity of securities which will be offered to the public, will be established. In the event of the price, the maximum price may also be indicated as an alternative to the criteria and conditions.

Article 7
(Omission of information, equivalent information and information included by means of reference)

1. Without prejudice to the matters envisaged by Article 95 bis, paragraph 1 of the Consolidated Law, if the indications relating to the price and the quantity of the financial products to be offered to the public cannot be included in the prospectuses, they may indicate the criteria or the conditions on the basis of which the price and the quantity shall be determined. In the event of the price, the maximum price may also be indicated as an alternative to the criteria and conditions. The indications relating to the final offer price and the quantity of products are published, in the manner envisaged by Article 9, paragraph 1, by means of notice as soon as these elements are established.

2. Upon request, Consob may authorize the omission from the prospectuses of specific information envisaged in the prospectus formats, if at least one of the following conditions apply:

a) the disclosure of this information is contrary to public interest;

b) the disclosure of this information causes serious detriment to the issuer, provided that the omission does not aim to deceive the public with regard to essential facts and circumstances for permitting a well-grounded opinion on the issuer, the offeror and any guarantors as well as with regard to the rights granted to the products covered by the prospectuses;

c) this information is of minor importance solely for the specific offer and is not such that it might influence the valuation of the financial position and prospects of the issuer, the offeror or any guarantors.

3. If, by way of exception and provided that no detriment is caused to the aims indicated by Article 94, paragraph 2 of the Consolidated Law, specific information prescribed by the prospectus layouts is not adequate for the issuer’s sphere of activities, its legal status or the products covered by the prospectus, the prospectus shall have to contain equivalent information, if available.

4. Pursuant to Article 29 of EU Regulation No. 809/2004, the information to be included in the prospectus can be included by means of reference to one or more documents previously or simultaneously published, provided that they are approved by the competent authority in the country of origin or filed with the same. This information is that most recently at the disposal of the issuer. The securities note does not include information included by way of reference.

5. In the case envisaged by paragraph 4, the prospectus contains a cross-referenced index which permits the public to easy identify the specific disclosure elements.

Article 8
(Publication of offering prospectuses)

1. The disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, if complete, shall date from the day it is received by Consob. If Consob reasonably deems that the disclosure or the documents attached to the same are incomplete, it shall inform the issuer or the offeror within ten working days and the disclosure shall date from the day the prescribed documents are received by Consob. The documents and the missing parts of the same shall be forwarded to Consob, otherwise it will be impossible to proceed, within ten working days of the date when the issuer or the offeror received the request.

2. Consob shall approve the prospectuses within ten working days of the date of the disclosure if the offer has concerned securities issued by an issuer who already has securities listed on an organized market or who has already offered securities to the public.

3. The deadline is extended to twenty working days if the offer concerns financial products falling within the sphere of application of this Chapter which differ from those indicated in paragraph 2.

4. If Consob deems, on reasonable grounds, that supplementary information is necessary, it shall inform the issuer or offeror. The supplementary information shall be forwarded to Consob, otherwise it will be impossible to proceed, within ten working days in the case envisaged by paragraph 2 or within twenty working days in the case envisaged by paragraph 3, of the date when the issuer or the offeror received the request. The time limits envisaged for the approval of the prospectuses by paragraphs 2 and 3 shall begin to run on the day Consob receives the information in question.

5. In the cases envisaged by paragraph 4, Consob sees to the prospectus approval request within forty working days in the case envisaged by paragraph 2, or within seventy working days in the case envisaged by paragraph 3, as from when the disclosure pursuant to paragraph 1 is dated. Only in exceptional circumstances may Consob extend these deadlines by a further five working days.

6. The supplements envisaged by Article 9, paragraph 7 of the Consolidated Law shall be forwarded to Consob, who will approve them within a maximum of seven working days from their receipt.

7. With regard to the prospectuses relating to equities drawn up in triple format as per paragraph 2, Consob shall approve the summaries on the financial instruments and the securities notes within five working days, provided that.

a) the issuer has equities listed on an organized market;

b) said prospectuses do not concern listed issuers subjected by Consob to monthly up-dating obligations on specific information;

c) the issuer regularly meets the disclosure obligations it is subject to;

d) the financial instruments covered by the prospectuses are not suspended from trading.

8. Also upon the request of the issuer or the offeror, Consob may transfer approval of the prospectuses to the competent authority of the member nation where the issuer’s registered offices are based or where the EU financial instruments have been or are intended to be listed on an organized market or are offered to the public, subject to acceptance by this latter authority.

9. Consob shall inform the issuer or the offeror of said transfer, within three working days of the date of the decision.

10. If the prospectuses forwarded to Consob for approval include several base prospectuses which need to be approved by the authorities of various member nations, Consob may transfer the approval to one of these, subject to acceptance by said authorities. Consob shall inform the issuer or the offer of said transfer within three working days of the date of the decision.

Article 9
(Publication of prospectuses and the supplements)

1. The approved prospectus, together with a reproduction of the same in electronic format, is filed with Consob and made available to the public by the issuer or by the offeror, as soon as possible and, in any event, no later than the commencement of the offer, also alternatively:

a) by means of publication in one or more newspapers having a national circulation or a wide distribution;

b) in printed form free of charge at the registered office of the issuer and the offices of the intermediaries charged with the placement, including the parties acting on the latter’s behalf;

c) in electronic form on the website of the issuer and, if existing, on the websites of the intermediaries charged with the placement, including the parties acting on the latter’s behalf. In such cases the issuer, the offeror and the intermediaries charged with the placement shall deliver a paper-based copy of the prospectus to anyone who requests as such.

The prospectuses are made available to the public by means of the formalities envisaged by subparagraphs a) and c) and in observance of the matters indicated by Articles 29 and 30 of EU Regulation No. 809/2004.

2. If the offering is made in Italy as the home member nation, a notice shall also be published indicating how the prospectus has been made available and where it can be obtained by the public. The notice is published with the deadlines and in the manner envisaged by Article 31 of EU Regulation No. 809/2004 and contains the information indicated therein.

3. The published prospectuses shall always comply with the version approved by the competent authorities.

4. If the prospectus consists of more than one document or contains information incorporated by reference, the documents and the information they are made up of may be published and disseminated separately provided the documents in question are made available to the public free of charge in the ways laid down in paragraph 1. Each document must indicate where the other documents making up the complete prospectus can be obtained.

5. The supplement, envisaged by Article 94, paragraph 7 of the Consolidated Law, shall be published in accordance with at least the formalities already applied for the prospectus and always complies with the version authorized by the competent authority. The securities note, and any translations thereof, shall also be supplemented, if necessary, to take into account the new information included in the supplement, adopting the formalities envisaged in Article 25, paragraph 5 and Articles 26, paragraph 7 of EU Regulation No. 809/2004.

Article 10
( Validity of prospectuses, base prospectuses and registration documents )

1. The offering prospectuses shall be valid for twelve months as from their publication, provided that they are supplemented by means of any supplements envisaged by Article 94, paragraph 7 of the Consolidated Law.

2. The base prospectuses, once published in accordance with Article 9, paragraph 1, are valid for the period of up to twelve months as from their publication, provided that they are supplemented by means of any supplements.

3. The prospectuses relating to the instruments envisaged by Article 6, paragraph 1, subparagraph b) are valid as long as said instruments are issued on an on-going basis or repeatedly.

4.The registration documents pursuant to Article 94, paragraph 4 of the Consolidated Law, once published in accordance with Article 9, paragraph 1, are valid for a period of up to twelve months, provided that they are updated in accordance with Article 5, paragraph 4. This document, together with the summary and the securities notes, is considered to be a valid prospectus.

Article 11
(EU validity for prospectus approval)

1. For the purpose of the public offering of securities in other EU member nations, envisaged by Article 98, paragraph 1 of the Consolidated Law, Consob – upon the request of the issuer or the offeror – shall forward the competent authorities of the other member nations where the offer is envisaged – within three working days of the request or, if this is presented together with a draft prospectus, within one working day of approval – the following documents:

a) a certificate of approval stating that the prospectus has been drawn up in compliance with EU provisions. This certificate shall contain mention of any recurrence of the circumstances indicated by Article 7, paragraphs 2 and 3 as well as the related reasons;

b) a copy of the approved prospectus;

c) if necessary, a translation of the securities note in the official language of the member nations where the offer is envisaged. Accordingly, the issuer or the offeror shall forward the translation at the same time as the request. The issuer, the offeror or any other individuals responsible for the drawing up of the prospectuses undertake responsibility for this translation, as per Article 5, paragraph 3.

2. The procedures envisaged by paragraph 1 shall apply to any supplement of the prospectus.

3. For the purpose of the public offering of securities envisaged by Article 98, paragraph 2 of the Consolidated Law, the prospectuses and any supplements shall be published in Italy after Consob has received the documents pursuant to paragraph 1 from the authorities of the home member nation.

Article 12
(Prospectus language)

1. Without prejudice to the matters laid down by the following paragraphs for offerings of securities, the prospectuses for the offer of other financial products as per this Chapter shall be drawn up in Italian.

2. If the offer of securities is carried out in Italy, as the home member nation, the prospectuses shall be drawn up in Italian. The documents which may have been incorporated by reference can be drawn up in a language commonly used in international finance circles.

3. If the offer of securities is carried out in Italy, as the host member nation, the prospectuses shall be made available in Italian or in a language commonly used in international finance circles, at the discretion of the issuer or the offeror. In this latter case, the securities note shall be translated in Italian.

4. If the offer of securities is carried out solely in other member nations and Italy is the home member nation, for the purposes of Consob’s examination the prospectuses shall be drawn up in Italian or in a language commonly used in international finance circles, at the discretion of the issuer or the offeror.

Article 13
(Disclosure obligations)

1. Without prejudice to the matters laid down by Article 97, paragraph 1 of the Consolidated Law, as from the date of the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, those who find themselves in a control or associated relationship with the offerors, the issuers and with those who place the financial products as well as those who perform services associated with the issue or the placement, Article 114, paragraphs 5 and 6 and Article 115 of the Consolidated Law shall apply.

2. Within five working days of the end of the offer, the placer or, in his absence, the offeror shall publish -, at least using the chosen formalities for the publication of the offering prospectus pursuant to Article 9, paragraph 1 - a notice containing the information specified in Annex 1F. A copy of such notice shall be sent to Consob at the same time, together with a copy in electronic form, and, in the event of public offering aimed at the listing of the shares on an organized market, to the market management company.

3. In the event of offers aimed at the listing of the shares on an organized market, within 2 months of the publication of the notice, envisaged in paragraph 2, the placer shall send Consob the additional information specified in Annex 1F, together with a copy in electronic form.

Paragraph 2, second section shall not apply to offers concerning financial products other than equities issued or guaranteed by banks.

Chapter III
Provisions concerning units/shares in collective investment undertakings

Section I
Common provisions

Article 14
(Definitions)

In this Chapter:

a) “regulations of the Bank of Italy” shall mean the regulations on collective asset management adopted by the Bank of Italy in accordance with the Consolidated Law;

b) “harmonized collective investment undertakings” shall mean the mutual funds and SICAVS falling within the sphere of application of the directive concerning collective investment schemes;

c) “closed-end collective investment undertakings falling within the sphere of application of the EU provisions” shall mean the closed-end type collective investment schemes which observe the requisites envisaged by Article 18 of EU Regulation No. 809/2004;

d) “ministerial regulation” shall mean the regulation pursuant to Article 37 of the Consolidated Law.

Article 15
(General obligations)

1. Without prejudice to the obligations regarding delivery before subscription disciplined by the subsequent Sections, the up-dated offering prospectuses and the documents attached to the same shall be handed over free-of-charge to the investor who should request them.

2. Offerors of units/shares in collective investment undertakings shall post and constantly update on their websites the offering prospectuses, the periodic financial reports and, where not contained in the prospectus, the management rules or articles of association of collective investment undertakings, in a manner permitting them to be saved in a permanent form.

3. Offerors of units/shares in collective investment undertakings shall inform Consob of the cases of termination or interruption of the offer relating to published prospectuses, in accordance with the formalities specified by Consob’s operating instructions.

4. With regard to offers of units/shares in collective investment undertakings as per Section III and V, the offer shall commence within six months of the conclusion of the procedure envisaged by the Bank of Italy regulations. With regard to offers of fund units pursuant to Section IV, the offer shall commence within six months of the date when it became possible to publish the prospectus.

Section II
Italian open-end collective investment undertakings

Article 16
(Disclosure to Consob and publication of prospectuses)

1. Without prejudice to the provisions pursuant to paragraph 3, the disclosure obligations envisaged by Article 98 ter, paragraph 1 of the Consolidated Law shall be understood to be acquitted by means of the filing of the offering prospectuses as per paragraph 2, subparagraph a).

2. The prospectuses are published at the latest one day before the date established for the launch of the offer, by means of:

a) filing with the Consob in accordance with the formalities specified by the same under its operating instructions;

b) making the same available to the public on the website of the offerors and the intermediaries appointed with the placement or the marketing, in accordance with the formalities which make it possible to acquire a copy on a permanent medium.

3. In the cases disciplined by Article 98 quarter, paragraph 2 of the Consolidated Law and in all the cases where the characteristics of the collective investment undertakings require the inclusion of additional or equivalent information, the disclosure pursuant to paragraph 1, signed by the offeror, shall highlight these circumstances and the underlying technical reasons. This inclusion cannot concern the disclosure on the essential features of the collective investment undertakings pertaining to the type of the same, the cost regime and the risk profile of the collective investment undertakings envisaged by schedule 1 of Annex 1B.

4. Subscription forms shall be forwarded to Consob, together with the offering prospectuses, in accordance with the formalities pursuant to paragraph 2, subparagraph a).

Article 17
(Offering prospectuses)

1. Complete prospectuses relating to the offer to the public of units/shares in collective investment undertakings referred to in this Section, shall consist of:

a) Part I – The characteristics of the fund(s) or sub-fund(s) and the procedures for participating;

b) Part II – A description of the periodic data on risks/returns, costs of the fund(s) or sub-fund(s);

c) Part III - Other information on the investment.

2. The rules or articles of association of the collective investment undertaking shall form an integral part of the full prospectus, to which they shall be attached.

3. Full prospectuses, simplified prospectuses and subscription forms shall be drawn up in accordance with schedule 1 as per Annex 1B.

4. Simplified prospectuses shall be handed over free-of-charge to the investor before subscription.

Article 18
(Updating of prospectuses)

1. Every change in the information contained in the offering prospectus for units/shares in collective investment undertakings referred to in this Section, shall necessitate it being promptly updated.

2. For the purposes pursuant to paragraph 1, the offerors:

a) shall update the full prospectuses resorting, alternatively, to one of the following methods:

- replacement of the part subject to change in the most recent prospectus published;

- integration of the recent prospectus published by means of a supplement drawn up according to criteria designed to ensure easy comparison of the revised and the previous information.

b) shall update the simplified prospectuses by means of replacement of the most recent version published.

3. The offerors shall provide prompt disclosure on their websites of the updates pursuant to paragraph 2.

4. Without prejudice to the provisions pursuant to paragraphs 1 and 2, the update of the periodic data pursuant to the simplified prospectuses and Part II of the full prospectuses must be carried out by the end of February each year. By this deadline, the full prospectuses must be updated with the information contained in the supplement pursuant to paragraph 2, subparagraph a), second line.

5. If the offerors update the full prospectuses in accordance with paragraph 2, subparagraph a) first line, and a valid supplement has been published containing variations to the part of the prospectus being updated, the part of the updated prospectus shall replace the supplement assimilating these changes. In the event that the supplement also contains changes inherent to parts of the prospectus not affected by the update, the offerors shall proceed with the simultaneous update of the prospectus according to one of the formalities pursuant to paragraph 2, subparagraph a), so as to take into account these additional changes.

6. In the event that full prospectuses have been updated in accordance with paragraph 2, subparagraph a), second line, the offerors can resort to the same updating methods in relation to additional changes to the full prospectuses. In this event, new supplements shall replace the most recent one published, since no more than one valid supplement can exist at any one time.

7. Updated prospectuses pursuant to paragraphs 1, 2 and 3 shall be published at the same time according to the formalities indicated under Article 16, paragraph 2.

8. Subscription forms shall be subject to independent and prompt updating in the event of changes in the information contained therein. The updated version of the subscription forms shall be forward to Consob in accordance with the formalities pursuant to Article 16, paragraph 2, subparagraph a).

Article 19
(Disclosure obligations)

1. The updated periodic data, contained in Part II of full prospectuses, shall be disclosed to the participants by the end of February of each year.

2. The offerors shall promptly inform the participants of the changes to the information contained in the prospectuses concerning the identity of the manager, the essential characteristics of the collective investment undertaking, the increases of more than twenty per cent in total in the expenses charged to investors and to the collective investment undertaking, as well as information concerning new collective investment undertakings not already contained in the initially published prospectus.

3. The other changes in the information contained in the prospectuses are made known to the participants at the same time as the disclosure of the periodic updated data as per paragraph 1.

4. Distance communication techniques may be used for the purpose of satisfying the requirements as per the previous paragraphs, provided the participant has given his express prior consent

5. Consob may from time to time establish specific procedures for notifying participants.

Section III
Foreign harmonized collective investment undertakings

Article 20
(Publication in Italy of prospectuses)

1. For the offer of units/shares in collective investment undertakings pursuant to this Section, the full and simplified prospectuses shall be published in Italy on conclusion of the procedure disciplined by the Bank of Italy in accordance with Article 42, paragraph 2 of the Consolidated Law.

2. The prospectuses shall be published, at least the day before the date established for the launch of the offer, by means of:

a) filing with the Consob in accordance with the formalities specified by the same under its operating instructions;

3. A declaration shall be attached to original language prospectuses, stating that the latter is the latest version received or approved by the foreign authorities. If the prospectus is forwarded in copy form, a declaration of compliance with the original shall also be attached.

4. Prospectuses in Italian shall contain:

a) a declaration that the same is a faithful translation of the last prospectus received or approved by the foreign authority;

b) indication of their being filed with Consob and the date when they were filed.

5. The declarations pursuant to paragraphs 3 and 4 shall be made, in compliance with Italian legislation in force regarding administrative documentation, by the legal representative of the collective investment undertaking or by a third party appointed on the basis of written power of attorney.

6. Subscription forms shall be drawn up in accordance with the schedule in Annex 1H. The information they contain shall be consistent with the summary on the organizational form provided for in the Bank of Italy regulation. Offerors shall identify the person appointed to prepare the subscription form and send it to Consob and to be responsible for its updating.

7. Simplified prospectuses in Italian must be forwarded free-of-charge to the investor before subscription.

Article 21
(Updating of prospectuses)

1. The updated version of full or simplified prospectuses, and any supplements received or approved by the foreign authority, shall be promptly published in Italy in accordance with Article 20. This obligation shall not apply to updates of the prospectuses or any supplements which do not concern the collective investment undertaking offered in Italy.

2. Any change in the information contained in the subscription form shall lead to its prompt update. The updated version of the form shall be filed with Consob at least the day before its date of validity. With regard to the changes consequent to amendments of the organizational model, filing is carried out upon expiration of the time limit envisaged by the Bank of Italy regulation.

Article 22
(Disclosure obligations)

1. Offerors shall provide for the distribution in Italy of the documents and information made public in the home nation within the time limits and in the manner envisaged in that nation, without prejudice to the requirements of paragraph 3.

2. The periodic reports and, where they are not contained in the full prospectus, the rules and articles of association of collective investment undertakings shall be made available to the public in the Italian version at the branch of the offeror in Italy, where one has been established, and at the premises of the intermediaries appointed with the placement or marketing. Participants shall be entitled to receive copies of the above-mentioned documents, including at their homes.

3. The value of the unit or share of collective investment undertakings, calculated with the frequency required by the rules or articles of association, shall be published with the same frequency according to the formalities which are appropriate and suitable for ensuring easy consultation of the source and the publication of the information. The obligation to publish the value of the units or shares in the collective investment undertaking shall also be applicable for the offers falling within one of the cases pursuant to Article 34 ter.

4. Notices calling general meetings of participants and announcing distributions of income shall be published according to the same formalities chosen for the publication pursuant to paragraph 3.

5. Offerors promptly inform the participants of the changes to the information concerning the identity of the manager, the essential characteristics of the collective investment undertaking, the increases of more than twenty per cent in total in the expenses charged to investors and to the collective investment undertakings, as well as information concerning new collective investment undertakings not already contained in the initially published prospectus.

Section IV
Italian closed-end funds

Article 23
(Disclosure to Consob and publication of prospectuses)

1. With regard to the offer of fund units as per this Section, the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain a summary description of the offer and the declaration of existence of the conditions necessary for the launch of the same and shall be accompanied by the documents indicated in Annex 1A.

2. Prospectuses shall be approved in accordance with Article 8 and published in pursuance of Article 9. The filing with Consob shall take place as per the formalities specified by the same in its operating instructions.

3. Subscription forms shall be forwarded to Consob, together with the prospectuses, in accordance with the formalities pursuant to paragraph 2.

Article 24
(Offering prospectuses)

1. Prospectuses concerning the public offering of units of funds referred to in this Section shall consist of the following:

a) list of contents;

b) summary;

c) risk factors;

d) information on the investment.

2. Prospectuses and subscription forms shall be drawn up in accordance with schedules 2 and 3 in Annex 1B. These schedules contain information equivalent to that contained in the schedules set out in Regulation (EC) 809/2004.

3. Articles 5, paragraph 3, 7, 10, paragraph 1, 11, paragraphs 1 and 2, and 12, paragraphs 2 and 4 shall apply.

Article 25
(Updating of prospectuses)

1. Any new significant fact, material error or inaccuracy relating to the information contained in the prospectuses which is liable to influence the valuation of the funds pursuant to this Section and which crop up or are noted between the moment the prospectuses are approved and that when the public offer is finally closed, must be mentioned in a supplement. For such purposes, the offerors shall see to the updating by means of publication of a supplement approved as per Article 8, paragraph 6, without prejudice to the possibility of replacing the part of the published prospectuses updated.

2. If the fund rules provide for more than one issue of units, the following paragraphs shall also apply to offerings subsequent to the first.

3. For issues of units made within twelve months of the publication of the last prospectus, offerors shall take steps to update the prospectus by publishing a supplement, approved in accordance with Article 8, paragraph 6, which supplements or replaces the part of the published prospectuses updated.

4. For issues made after the twelve months, the offerors shall forward a new prospectus to Consob, for approval as per Article 8, paragraph 2, without prejudice to the possibility of making reference, as per Article 7, paragraph 4, to parts of the prospectuses previously published.

5. In the cases of updating of the prospectuses as per paragraph 1, the subscription forms shall be subject to independent and prompt updating if the information contained therein changes. The updated version of the subscription forms shall be forwarded to Consob in accordance with the formalities envisaged for the update supplement of the prospectuses.

Article 26
(Offering prospectuses)

1. In accordance with the matters established in the regulations of the funds, offerors shall promptly publish the documents and information indicated in Article 3, paragraph 5 bis of the ministerial regulation, make them available to the public, in abridged form or otherwise at their registered offices and on their website, using methods which make it possible to acquire a copy on a permanent medium.

2. All the information, acts or documents pertaining to purchases or sales of assets, and all the information on the sellers or purchasers and the groups to which they belong shall be disseminated at the time of the publication of the fund’s periodic reports.

Section V
Foreign non-harmonized collective investment undertakings

Article 27
(Disclosure to Consob, offering prospectuses and publication of prospectuses)

1. For the purpose of the public offering of open-end collective investment undertakings as per this Section, the disclosure envisaged by Article 98 ter, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain the summary description of the transaction and the declaration of the conditions necessary for the launch of the same and shall be accompanied by the documents indicated in Annex 1A. The attached prospectuses shall be drawn up according to the schedule pursuant to Article 17, paragraph 3, and shall be published within the time limits indicated in Article 16, paragraph 2. Prospectuses shall be updated in accordance with Article 18.

2. For the purpose of the public offering of closed-end collective investment undertakings as per this Section, other than those indicated in the subsequent paragraphs, the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain the summary description of the offer and the declaration of the existence of the conditions necessary for the launch of the same and shall be accompanied by the documents indicated in Annex 1A.

3. closed-end collective investment undertakings as per this Section, falling within the scope of application of the EU provisions, for which Italy is the home member nation, the disclosure referred to in Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain the summary description of the offer and the declaration of the existence of the conditions necessary for the launch of the same and shall be accompanied by the documents indicated in Annex 1A. The matters envisaged by Article 98 bis of the Consolidated Law shall remain applicable.

4. For the purpose of the public offering of closed-end collective investment undertakings as per this Section, falling within the scope of application of the EU provisions, for which Italy is the host member nation, Articles 11, paragraph 3, and 12, paragraph 3 shall apply.

5.The provisions of Section IV of this Chapter shall apply to the collective investment undertakings indicated in paragraphs 2 and 3, insofar as they are compatible.

Article 28
(Disclosure obligations)

1. The provisions of Articles 22 and 26 shall apply, insofar as they are compatible.

Chapter IV
Provisions concerning financial products issued by insurance companies

Article 29
(Definitions)

1. In this Chapter:

a) “unit linked financial-insurance products” shall mean: the class III insurance policies, provided for in Article 2, paragraph 1 of the Italian Legislative Decree No. 209 of 7 September 2005, whose main performances are directly linked to the values of units of collective investment undertakings or internal funds;

b) “index linked financial-insurance products” shall mean: the class III insurance policies, provided for in Article 2, paragraph 1 of the Italian Legislative Decree No. 209 of 7 September 2005, whose main performances are directly linked to indices or other reference values;

c) “capitalization financial products” shall mean: the class V contracts, provided for in Articles 2, paragraph 1, and 179, paragraph 1, of the Italian Legislative Decree No. 209 of 7 September 2005.

Article 30
(General obligations)

1. In relation to the offer of products pursuant to this Chapter, the insurance companies shall inform Consob of cases of termination or interruption in the offer relating to published prospectuses, as per the formalities specified by Consob in its operating instructions.

Article 31
(Disclosure to Consob and publication of prospectuses)

1. With regard to the offer of the products as per this Chapter, Italian insurance companies and foreign insurance companies operating within Italy, under the right of establishment or the freedom to provide services, shall provide Consob, at the time of the transaction, with notification of such and publish the offering prospectus by means of:

a) filing with the Consob in accordance with the formalities specified by the same under its operating instructions;

b) making the same available to the public on its website and that of the intermediaries appointed with the placement, in accordance with the formalities which make it possible to acquire a copy on a permanent medium.

2. The proposal form shall be forwarded to Consob, together with the offering prospectus, in accordance with the formalities pursuant to paragraph 1, subparagraph a).

Article 32
(Offering prospectuses)

1. Prospectuses relating to the offer of financial products issued by insurance companies shall consist of:

a) A summary fact sheet;

b) Part I – Information about the investment;

c) Part II – A description of the periodic data on risk/returns and the actual costs of the investment;

d) Part III – Other Information.

2. The summary fact sheet and the terms and conditions of the contract shall be delivered free of charge to the investor prior to subscription to the investment proposal. Parts I, II and III shall be delivered free of charge to the investor upon request. For unit linked financial-insurance products and capitalization financial products, if they are envisaged, the following are also provided to the investor upon request:

a) the rules of the internal funds or the collective investment undertakings that their main performances are linked to;

b) the rules on the separate internal management;

c) the documentation, identical to that indicated above, relating to another provision of assets to which the return on the products is linked.

3. The offering prospectus and the proposal form shall be drawn up in accordance with Schedules 5, 6 and 7 included in Annex 1B.

4. In all the cases where the characteristics of the products require the inclusion of additional or equivalent information, the offerors shall inform Consob of these circumstances and the underlying technical reasons at the same time the prospectuses are filed. This inclusion shall not concern the disclosure on the essential features of the product offered pertaining to the type of the same, the cost regime, the risk profile of the same and the revaluation of the capital in the financial capitalization products according to the matters envisaged by schedules 5, 6 and 7 of Annex 1B.

5. If the offering covers products for which specific schedules are not envisaged, upon the request of the offerors Consob shall establish the content matter of the prospectuses.

Article 33
(Updating of prospectuses)

1. Any change to the information contained within prospectuses for financial products issued by insurance companies in the process of being offered must be promptly updated.

2. For the purposes of paragraph 1, the offering insurance companies:

a) shall update Parts I, II and III of the prospectuses resorting, alternatively, to one of the following methods:

- replacement of the part of the last prospectus published which has changed;

- integration of the last prospectus published with a supplement drawn up according to the criteria aimed at ensuring easy comparison of the amended information with that pre-existing:

b) shall update the summary schedule and the contract conditions by means of replacement of the last version published.

3.The insurance companies shall promptly publish the updates as per paragraph 2 on their websites.

4. Without prejudice to the provisions of paragraphs 1 and 2, the periodic data included in the summary schedule and Part II of the prospectus shall be updated by March each year. Within the same period, Parts I, II and III of the prospectus shall be updated with the information contained in the supplement referred to in paragraph 2, subparagraph a), second line.

5. With regard to financial capitalization products, whose return is correlated to the performance of a separate management scheme or another provision of assets, the update pursuant to paragraph 4 shall be carried out with reference to the data relating to the last reporting period envisaged in the contract conditions.

6. If the offering companies update the prospectuses in accordance with paragraph 2, subparagraph a), first line, and a valid supplement has been published containing variations to the part of the prospectus being updated, the part of the updated prospectus shall replace the supplement assimilating these changes. In the event that the supplement also contains changes inherent to parts of the prospectus not affected by the update, the offerors shall proceed with the simultaneous update of the prospectus according to one of the formalities pursuant to paragraph 2, subparagraph a), so as to take into account these additional changes.

7. In the event that Parts I, II and II of the prospectus have been updated in accordance with paragraph 2, subparagraph a), second line, the insurance companies can resort to the same updating method in relation to additional changes of the parts of the prospectus. In this event, the new supplement shall replace the last one published, since no more than one valid supplement can exist at any one time.

8. The prospectuses updated pursuant to the previous paragraphs or the update supplement shall be published simultaneously in the manner specified in Article 31.

9. The proposal form shall be subject to independent and prompt updating in the event of changes in the information contained therein. The updated version of the proposal forms shall be forwarded to Consob in accordance with the formalities pursuant to Article 31, paragraph 1, subparagraph a).

Article 34
(Disclosure obligations)

1. Offering insurance companies shall publish in at least one daily newspaper with national circulation and on their internet site:

a) the value of the unit of the internal fund or the unit or share of the collective investment undertaking that the performances of the unit linked financial-insurance products are linked to, calculated with the frequency required by the rules or bylaws, together with the reference date for the valuation.

b) the value of the index or the other reference value that the performances of index linked insurance-financial products are linked to, together with the reference date for the valuation, the name of the index, the other reference value or the financial assets and to one or more market indicators of the credit risk of the issuer or the underwriter.

2. The requirement set forth in paragraph 1, subparagraph a) must be satisfied by the third working day after the valuation date for the unit or share. The obligations pursuant to paragraph 1 shall be understood to be satisfied once the publication has been made in compliance with the provisions of the rules or the articles of association of the collective investment undertakings, or pursuant to Articles 22, paragraph 3, as well as in the event that the publication of the value of the index or the other reference value which the performance of the index-linked financial-insurance products are directly linked to, is seen to by a party other than the offering company. In this event, the insurance companies shall indicate the methods on their website for the retrieval of this information.

3. Insurance companies offering unit-linked type financial-insurance products and financial capitalization instruments shall post and constantly update the following on their internet sites, in a manner permitting them to be saved in a permanent form, where envisaged:

a) the prospectuses, the periodic financial reports, the rules of the internal funds or collective investment undertakings that the main performances of the products are linked to;

b) the rules, the annual financial report and the annual statement of the composition of the internal separate management;

c) the documentation, identical to that indicated above, relating to other provision of assets which the return on the products is related to.

The contracting parties shall be promptly notified by the offering insurance companies of any changes to the information contained in the prospectus concerning the essential features of the product, including the type, cost regime, risk profile of the product and the revaluation of the capital in the financial capitalization products.

5. The periodic updated data contained in Part II of the prospectuses and the changes in the information contained in the prospectuses, other than those indicated under paragraph 4 and paragraph 1 of Article 34 bis, shall be disclosed to the contracting parties by the end of February each year.

6. With regard to financial capitalization products, whose return is linked to the performance of a separate management scheme or other provision of assets, the disclosure pursuant to paragraph 5 shall be made with reference to the data relating to the last reporting period envisaged in the contract conditions.

7. For unit linked financial-insurance products or financial capitalization products, the information relating to newly established funds or sub funds or separate internal schemes or other provisions of assets newly established, not contained in the initially published prospectus shall be disclosed promptly to the contracting parties.

8. Distance communication techniques may also be used for the purposes of satisfying the requirements set forth in paragraphs 4, 5, 6 and 7, subject to express prior consent from the contracting party.

9. Consob may, as and when appropriate, establish particular methods for disclosure to the contracting parties.

Article 34 bis
(Disclosure obligations deriving from EU provisions concerning life assurance)

1. Without prejudice to the obligations to update the prospectuses as per Article 33, the offering insurance companies shall promptly inform the contracting parties, in writing and clearly and precisely, of the changes to the information:

a) relating to the offering company and any secondary offices with which the contract has been finalized;

b) indicated under subparagraphs a) to k) of paragraph 2 below due to clauses added to the contract or amendments to the applicable law.

2. The obligation envisaged by paragraph 1 shall be met also in the event of exemption envisaged by Article 34 ter as well as in the event of non-public offers. In the same exemption hypotheses, the offering insurance companies shall inform the investors-contracting parties, before subscription, of the information relating to:

a) the name of the insurance company, nationality, legal status and related address;

b) any secondary offices with which the contract has been finalized and the related address;

c) services offered and options which can be exercised;

d) the duration of the contract;

e) the formalities for terminating the contract;

f) the formalities and the payment duration of the premiums;

g) the calculation and allocation methods for profit-sharing;

h) the redemption and reduction values as well as the nature of any guarantees;

i) the list of the reference values used in the floating capital contracts;

j) the premiums relating to each service, principal or supplementary, if said information is appropriate;

k) the nature of the counterpart activities of the floating capital contracts;

l) the methods for exercising the right to revoke the proposal and withdrawal from the contract;

m) the applicable tax regime;

n) the complaints system for matters pertaining to the contract and to the possibility of taking legal action;

o) the faculty to choose of the parties in relation to the law applicable to the contract and the legislation proposed by the offering company;

p) the law applicable to the contract in the event of the parties’ failure to choose.

3. The information pursuant to paragraphs 1 and 2 shall be disclosed in Italian or, in the event that a language system or a law other than the Italian once should apply to the contract, in the other language adopted by the parties.

Chapter V
General provisions

Section I

Discipline of Exemptions

Article 34 ter
(Cases of inapplicability and exemptions)

1. The provisions of Part IV, Title II, Chapter I, of the Consolidated Law and those of this Title shall not apply to public offerings:

a) addressing fewer than one hundred persons, other than the qualified investors pursuant to subparagraph b) below;

b) addressing qualified investors, these being understood to be:

1) corporate bodies authorized or permitted to operate by the sector regulations on financial markets, including banks, investment companies, insurance companies, collective asset investment bodies, asset management companies, harmonized management companies, pension funds and the financial brokers enrolled in the lists envisaged by Articles 106, 107 and 113 of the Consolidated Banking Law, the companies pursuant to Article 18 of the Consolidated Banking Law, banking foundations, companies whose principal activities involve trading in goods on their own account as well as the bodies not authorized or regulated whose main corporate purpose involves investment in financial instruments;

2) national governments and regional authorities, central banks, international and supranational institutions such as the International Monetary Fund, the European Central Banks, the European Investment Bank and other similar international organizations;

3) the small and medium sized companies with registered office in Italy, enrolled in the register envisaged by Article 34 quarter;

4) the corporate bodies which do not satisfy at least two of the three criteria envisaged by Article 3, paragraph 1, subparagraph b);

5) the individuals resident in Italy, enrolled in the register envisaged by Article 34 quarter;

c) involving financial products included in an offering whose total consideration is less than 2,500,000 euros. For such purposes, several offerings on the same product made by the same issuer or offeror within the space of 12 months are considered together;

d) involving financial products other than those indicated in subparagraphs f) and g) with a total consideration of at least 50,000 euros per investor for each separate offer;

e) involving financial products other than those indicated in subparagraphs f) and g) whose denomination per unit is not less than 50,000 euros;

f) involving open-end collective investment undertakings whose minimum subscription amounts equate to at least 250,000 euros;

g) involving financial products issued by insurance companies with an initial minimum premium of at least 250,000 euros;

h) involving financial products issued with a view to obtaining the means necessary to achieve their non-profit-making objectives by associations with legal status or non-profit-making bodies, recognized by a member nation;

i) involving shares issued in substitution for shares of the same category already issued if the issuing of such new shares does not entail any increase in the issued capital;

j) involving financial products offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by Consob as being equivalent to that of the prospectus, taking into account the fulfilments envisaged by EU legislation;

k) involving EU financial instrument offered, allotted or to be allotted in connection with a merger, provided that a document is available containing information which is regarded by Consob as being equivalent to that of the prospectus, taking into account the fulfilments envisaged by EU legislation;

l) involving shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same category as the shares in respect of which such dividends are paid, provided that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;

m) involving securities offered, allotted or to be allotted to existing or former directors or existing or former employees by an issuer which has securities already admitted to trading on a regulated market or by the parent company, a subsidiary, an affiliate or an undertaking subject to joint control, provided that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer;

n) concerning securities which cannot be traded on a capital market since, in full or in part, they are not transferable, offered, allotted or to be allotted to existing or former directors or existing or former employees by the issuers or by the parent company, of a subsidiary, associated company or a company subject to joint control.

2. Article 13, paragraphs 2 and 3 shall not be applied to offerings concerning securities offered under option to shareholders of issuers with shares or convertible bonds on the market.

3. Article 13, paragraphs 2 and 3 shall not be applied to offers addressing existing or former directors or existing or former employees of a company whose securities are not listed on an organized market or a subsidiary or associated company or an undertaking subject to joint control. Within thirty days of the close of the offering the issuer shall notify Consob of the number of allottees and the quantity allotted and shall send it a copy of such notification in electronic form.

4. In the case of public offerings having as subject matter instruments which are different to the share capital issued in continuous or repeated way by the banks, simplified prospectuses shall be published as drawn up in compliance with the schedule pursuant to Annex 1M, provided that these instruments having the following characteristics:

1) the total payment, calculated for a period of 12 months, is less than 50,000,000 euros;

2) they are not subordinate, convertible or exchangeable;

3) they do not confer the right to subscribe or acquire other types of financial instruments and are not linked to a derivative instrument.

5. In the case envisaged by paragraph 4, the publication of prospectuses shall be carried out exclusively by making them available to the public, using one or more of the methods indicated by Article 9, paragraph 1, subparagraphs a), b) and c). The publication of the notice as per paragraph 2 of the same Article is not required. The simplified prospectus shall not be forwarded to Consob nor approved by it.

6. For public offerings involving instruments other than equity securities issued in a continuous or repeated manner by co-operative banks and banks that, pursuant to Article 2409-bis, paragraph 3, of the Italian Civil Code, may provide in their bylaws for the auditing to be conducted by the board of statutory auditors:

1) the opinion provided for in Article 96 of the Consolidated Law may be the opinion expressed by the party responsible for the audit pursuant to Article 2409-ter, paragraph 1, subparagraph c) of the Italian Civil Code;

2) article 97, paragraph 3 of the Consolidated Law does not apply.

7. The provisions contained in Chapter I of Title II, Part IV of the Consolidated Law and those in this Title shall not apply to the offering concerning financial products issued by insurance companies directed at offering collective benefits in the event the policy holders or in any event the beneficiaries of said benefits inferred in the contract do not incur, not even partly, the expense associated with the payment of the premium.

8. The offerings relating to financial products issued by insurance companies other than those indicated in paragraph 7 shall not be subject to the prior disclosure and approval of the prospectus by Consob envisaged by Article 94, paragraph 1 of the Consolidated Law. Article 101, paragraph 1 shall not apply to the same offerings; advertising messages relating to financial products issued by insurance companies shall be forwarded to Consob only upon its request ^²³ .

Article 34 quater
(Register of individuals and small/medium-sized companies considered to be qualified investors)

1. For the purpose of the matters envisaged by Article 34 ter, paragraph 1, subparagraph b, numbers 3 and 5, Consob shall record the following in a specific register, if requested:

a) small and medium-sized companies, as defined by Article 3, paragraph 1, subparagraph b);

b) individuals, who meet at least two of the following conditions:

1) they have performed significant transactions on stock markets with an average frequency of at least ten transactions per quarter in the last four quarters;

2) they have a financial instrument portfolio size greater than 500,000 euros;

3) they have worked, also previously, for at least one year in the financial sector carrying out functions which require knowledge of investments in financial instruments.

2. For each registered party, the following are indicated in the register:

- surname and name/company name;

- tax code;

- residence or registered offices;

- name and surname of contact person (if small/medium-sized companies);

- contact details (telephone number, e-mail address).

3. Having received the registration request, Consob shall promptly take steps to record the parties in the register.

4. Enrolment in the register shall be valid until 31 December of the year in which it was carried out. By 31 January of the following year, the parties who intend to remain in the register shall present a specific request.

5. Cancellation from the register shall take place upon the request of the parties concerned. Consob shall promptly take steps to make the cancellation.

6. Issuers and offerors shall be permitted to consult the register, if they have presented a specific request to Consob. Foreign issuers and offerors may consult the register only if in their home member nation the same possibility is acknowledged to the issuers and offerors whose home member nation is Italy.

7. The requests presented to Consob in accordance with paragraphs 3, 4, 5 and 6 shall be drawn up according to the formalities specified by said Consob in its disclosure.

8. Use of the information acquired as per paragraph 6 shall only be permitted with reference to the performance of the offerings envisaged by Article 34 ter, paragraph 1, subparagraph b) ^²⁴ .

Section II
Rules for carrying out offerings

Article 34 quinquies
(Performance of public offerings)

1. The parties identified in the prospectuses, in the cases where the publication of the same has taken place according to the formalities envisaged in Article 9, paragraph 1, subparagraphs b) and c), shall see to the distribution of the same to the intermediaries appointed to carry out the placement.

2. Compliance with the offering shall be carried out by means of the signing of the specific form or using other equivalent formalities indicated in the prospectuses. Without prejudice to the matters envisaged by Annex 1N for the public offering of instruments not representative of capital, the form shall contain at least the elements identifying the transaction and the following information reproduced in a style which makes it stand out:

a) the warning that the subscriber may receive a free copy of the prospectus;

b) reference to the paragraph “risk factors” contained in the prospectus.

3. The warning pursuant to subparagraph a) of paragraph 2 shall not be required in the cases where the prospectuses have been published in accordance with the formalities envisaged by Article 9, paragraph 1, subparagraph a).

4. The offering may be revoked in the cases expressly envisaged in the prospectus.

5. The allocation criteria indicated in the prospectuses shall ensure equal treatment between those subscribing to the offer. The allocation shall be carried out by the party responsible for the placement.

Article 34 sexies
(Proper conduct rules)

1. Without prejudice to the matters envisaged by Article 114, paragraph 12 of the Consolidated Law, the parties indicated in Article 95, paragraph 2 of the Consolidated Law shall follow norms regarding proper conduct, transparency and equal treatment of the beneficiaries of the public offering and shall refrain from divulging information not consistent with the prospectuses or suitable for influencing the performance of the subscriptions.

2. The offeror and the parties appointed to make the placement, in particular:

a) shall observe the operating methods indicated in the prospectuses;

b) shall carry out, as promptly as possible, the activities necessary for the finalization of the investment and those in any event associated with the exercise of the investors’ rights.

3. The offeror, the issuer and the party responsible for making the placement shall be obliged to ensure the consistence between the information contained in the prospectuses and that in any event provided during the public offering and possible placement with qualified investors, including therein that which can be gathered from recommendations, as defined by Article 65, made public by the parties indicated by Article 95, paragraph 2 of the Consolidated Law. A copy of the recommendations and the documents used for the placement with qualified investors shall be sent to Consob as soon as these documents have been prepared. The material information provided to qualified investors or to particular categories of investors shall be included in the prospectuses or in supplements to the prospectuses as per Article 94, paragraph 7 of the Consolidated Law.

Article 34 septies
(Transactions for stabilization of financial instruments
subject to public offering or associated with the same)

1. For the purpose of the exemption envisaged by Article 183, paragraph 1, subparagraph b) of the Consolidated Law for stabilization transactions and in accordance with EU Regulation No. 2273/2003 of the Commission dated 28 January 2003, the disclosures to the public envisaged in Chapter III of the same regulation shall be forwarded at the same time by the issuers, the offerors or by the parties which, acting on their own account or otherwise, carry out stabilization transactions, via a jointly appointed party, to the market management company, which will make them immediately available to the public, and to at least two press agencies; a copy of the disclosures shall be forwarded to Consob.

2. During the period the stabilization is taking place, the parties indicated in paragraph 1 shall carry out the trading aimed at settling the positions emerging from the stabilization activities so as to minimize the impact on the market, observing the conditions prevailing in the same.

3. Without prejudice to the matters envisaged by paragraph 1, within one week of the end of the stabilization period pursuant to Article 8 of EU Regulation No. 2273/2003, the parties indicated in paragraph 1 shall inform the public of the overall data of the purchase and sale transactions indicated in paragraphs 1 and 2. The disclosure shall contain the information indicated in Annex 1L and is at the same time forwarded, via a jointly appointed party, to the market management company, which will make it immediately available to the public, and to at least two press agencies; a copy of the disclosure shall be forwarded to Consob. When the stabilization has been carried out in compliance with EU Regulation No. 2273/2003, the afore-mentioned information shall be disclosed together with that envisaged by paragraph 1.

Section III
Advertising activities

Article 34 octies
(General criteria for carrying out advertising activities)

1. Advertising must be clearly recognizable as such. The information contained in the advertisement must not be inaccurate or such that it misleads in relation to the features, the nature and the risks of the financial products offered and the related investment.

2. The advertising message transmitted by means of the advertisement shall be consistent with the information contained in the published prospectuses or, with regard to EU financial instruments, with that which will have to appear in the prospectuses to be published.

3.Each advertisement shall contain the following warning, in a manner that ensures immediate and easy perception: “before subscribing, read the prospectus”. In the event of use of audio-visual instruments, the warning is reproduced at least in audible form.

4. Without prejudice to the matters envisaged by Article 101, paragraph 2 of the Consolidated Law, each advertisement shall indicate that a prospectus has been or will be published and the location where the public can or may procure a copy of the same as well as any other means via which it can or may be consulted.

Article 34 novies
(Illustration of returns achieved and other data)

1. In compliance with the matters envisaged by Article 34 octies, paragraph 1, the advertisement which contains the returns achieved by the proposed investments:

a) shall specify the reference period for the calculation of the return;

b) shall clearly represent the risk profile associated with the return;

c) shall make the comparison with the reference parameter indicated in the prospectus for the representation of the risk-return profile or, in the absence thereof, with a parameter consistent with the investment policy described in the prospectus;

d) shall indicate these returns net of the tax liabilities and, where this is not possible, shall specify that they are gross of the tax liabilities;

e) shall contain the warning “Past returns are no indication of future ones”.

2. Advertisements which contain the results of statistics, studies or data processing, or in any event make reference to the same, shall indicate the sources.

Article 34 decies
(Divulgation of information, performance of market surveys and collation of purchase intentions)

1. Before publication of the prospectuses, the offeror, the issuer and the party responsible for the placement may proceed, directly or indirectly, with the divulgation of information, the performance of market surveys and the collation of purchase intentions pertaining to the public offering, provided that:

a) the information divulged is consistent with that contained in the prospectuses;

b) the related documentation is transmitted to Consob at the same time as its divulgation;

c) express reference is made to the circumstance that the prospectuses will be published and to the location where the public can procure a copy of the same;

d) it is stated that the purchase intentions collated do not represent purchase proposals.

Section IV
Transitory provisions

Article 34 undecies
(Offerings of collective investment undertakings and financial products issued by insurance companies)

1. For public offerings of units/shares in Italian and foreign unharmonized open-end collective investment undertakings under way at 1 July 2009, the offerors shall publish a prospectus in conformity with the schedules attached to this Regulation at the time of the first updating of the prospectus and in any case by 31 March 2010.

2. For the public offerings of units/shares of foreign harmonized collective investment undertakings under way at 1 July 2009, subscription forms drawn up in accordance with Annex 1H must be forwarded to Consob at the time of publication of the first update of the prospectus or, in any event, by 31 March 2010.

3.With regard to public offering of financial products issued by insurance companies underway as of 1 July 2009, the offerors shall publish an offering prospectus compliant with the schedules attached to this regulation at the time of the first update of the prospectus or, in any event, by 31 March 2010.

4. With regard to the offerings pursuant to paragraphs 1, 2, and 3 which envisage a minimum subscription amount or a minimum initial premium of over 50,000 euros and less than 250,000 euros, between 1 July 2009 and 31 August 2009 the offerors shall publish a prospectus compliant with the schedules attached to this regulation and, in the event of foreign harmonized collective investment undertakings, shall forward a subscription form to Consob drawn up in accordance with Annex 1H.

5. Paragraph 4 shall not apply to offerings of financial products issued by insurance companies which envisage closed placement intervals, provided that the same conclude by 31 August 2009.

Article 34 duodecies
(Method of publishing the unit value of shares/units in collective investment undertakings)

1.The offerors which, pursuant to Article 22, paragraph 3, decide to avail themselves – for the publication of the unit value of the units/shares in foreign harmonized collective investment undertakings – of methods other than the publication of the same in a newspaper:

a) shall take steps, for a minimum period of four months, to publish said value at the same time in a newspaper and by means of the other different divulgation method chosen;

b) shall duly inform the investors of the different divulgation method chosen.

Article 34 terdecies
(Inapplicability envisaged by Article 34-ter, paragraph 1, subparagraph b) numbers 3 and 5)

1. Until activation of the register pursuant to Article 34 quater, the cases of inapplicability pursuant to Article 34 ter, paragraph 1, subparagraph b), numbers 3 and 5, shall extend to small and medium-sized companies and to individuals who, since they are in possession of the requisites envisaged by Article 34 quater, paragraph 1, have requested the issuers or the offerors to be recorded in specific registers held by the same in compliance with Article 34 quater, paragraph 2 to 5 and 8. Italian Legislative Decree No. 196 dated 30 June 2003 shall also apply to the handling of the data to be kept in the register.

2. For the purpose of activating the register pursuant to Article 34 quater, the data contained in the registers pursuant to paragraph 1 shall be forwarded to Consob within the deadlines and using the technical formalities established by the same. As of the date of activation of the register, this data will be destroyed without delay ^²⁵ .

TITLE II
PUBLIC OFFERS TO BUY OR EXCHANGE

Chapter I
General Provisions

Article 35
(Definitions)

1. In this Title:

a) "days" shall mean days on which regulated markets are open;

b) "interested parties" shall mean the offeror, the issuer, persons linked to them by relationships of control, companies subject to common control and related companies, members of their boards of directors and internal control bodies and their general managers, and the shareholders of the offeror or the issuer who are parties to one of the agreements referred to in Article 122 of the Consolidated Law;

c) "listed company" shall mean an issuer with ordinary shares listed on a regulated market.

2. In this Title information shall be deemed to have been notified or made known to the market where it has been sent to at least two news agencies and, in the case of a listed company, to the market management company, which shall be responsible for its dissemination. ^²⁶

Article 36
(Scope of application)

1. This Title shall apply to all public offers to buy or exchange, as defined by Article 1.1v) of the Consolidated Law, involving financial instruments. Articles 37.1, 37.2, 37.3 and 37.4 ^²⁷and the other provisions of this Chapter that Consob from time to time may declare to be applicable shall apply to public offers involving financial products other than financial instruments.

Article 37 ^²⁸
(Disclosure of offers)

1. Notifications of offers to Consob provided for in Article 102.1 of the Consolidated Law shall be accompanied by a copy of the offer document and the acceptance form, drawn up in accordance with the models in Annexes 2A and 2B respectively and the documentation on the performance guarantees obtained or a commitment to obtain them before the start of the acceptance period, accompanied in this case by a detailed description of the guarantees in question.

1-bis. In relation to just public exchange offers which concern bonds and other debt securities carried out at the same time in several European Union nations, the offeror may request Consob to use, in place of the offer document envisaged in paragraph 1, the prospectus approved by the competent authority of the home member nation in compliance with EU Directive 2003/71 ^²⁹ .

1-ter. For the purposes of paragraph 1-bis, the summary shall be supplemented, where necessary, by at least the following information:

a) formalities and acceptance deadlines for the offer in Italy;

b) payments methods for the fee and related taxation;

c) risk factors which are significant for the purposes of deciding to comply with the offer;

d) existence of potential conflicts of interest pertaining to the parties involved in the transaction;

e) essential elements of the resolution for the issue of the financial instruments offered in exchange ^³⁰ ;

1-quarter. The language envisaged by Article 12, paragraph 3 shall be applied to the prospectus indicated in paragraph 1-bis ^³¹ .

2. Such notifications shall state that:

a) applications have been submitted at the same time to the competent authorities for the authorizations needed to acquire the holdings in question;

b) the decision has been taken to convene the body competent to approve the issue of financial instruments to be offered in exchange where applicable.

3. Such notifications shall date from the day they are received by Consob. Where Consob informs the offeror within five days that the notification is incomplete, it shall date from the day the omitted information or documentation is received by Consob. Such time limit shall be eight days for offers whose subject or consideration consists of financial instruments that are neither listed nor widely distributed among the public pursuant to Article 116 of the Consolidated Law.

4. In the case of offers other than those made pursuant to Articles 106.1 and 108 of the Consolidated Law, omitted information or documentation referred to in the previous paragraph must be sent to Consob within fifteen days of the date on which the offeror is informed that the notification is incomplete, on pain of its inadmissibility.

5. Notifications of offers shall be disclosed without delay to the market in a press release and at the same time to the issuer. Press releases shall specify the essential elements and aims of the offer, the guarantees foreseen and the manner in which any financing is to be arranged, any conditions to which the offer is subject, holdings already owned or acquirable by the offeror or persons acting in concert therewith, and the names of any advisors. Where the issuer is a listed company, if the press release must be disclosed during the performance of trading, it shall be forwarded to Consob and to the market management company at least fifteen minutes before its disclosure. ^³²

6. The incompleteness of a notification and its subsequent completion shall be publicized in the manner specified in the previous paragraph.

Article 38
(Offer documents)

1. The offer document, supplemented in accordance with any requests by Consob pursuant to Article 102.2 of the Consolidated Law, shall be sent to the issuer without delay.

2. The document shall be disseminated by means of integral publication in newspapers with adequate circulation or by means of delivery to intermediaries and simultaneous publication in newspapers with adequate circulation of the notice of delivery, or by other means agreed with Consob, according to procedures that must ensure that the essential elements of the offer and of the document are accessible to all interested parties. A copy of the document shall be sent to Consob in electronic form. ^³³

3. Depositories shall inform depositors of the offer’s existence in time for acceptance.

4. A copy of the offer document shall be delivered by the offeror and by the appointed intermediaries to anyone who applies. Depositors may obtain the document from their depositories.

5. Any new fact or inaccuracy in the offer document that may influence the evaluation of the financial instruments that occurs or is found in the period between the publication of the document and the end of the acceptance period shall be the subject of a supplement to be attached to and published in the same manner as the offer document. The supplement shall be published within three days of its receipt by Consob with any changes the latter may request. A copy of the supplement published shall be sent to Consob in electronic form. ^³⁴

Article 39
(Issuer’s statements)

1. The issuer’s statement shall:

a) contain all the information serving to evaluate the offer together with the reasoned opinion thereon of the members of the board of directors, with an indication, where applicable, of its approval by majority vote, the number of those dissenting and, where they so request, their names;

b) make known any decision to convene shareholders’ meetings pursuant to Article 104 of the Consolidated Law for authorization to carry out acts or operations that may hinder the achievement of the objectives of the offer; where the decision is adopted subsequently, it shall promptly be made known to the market;

c) provide up-to-date information on the direct or indirect possession of the company’s shares by the issuer and members of the board of directors and supervisory board, including those of subsidiary and controlling companies, and on shareholders’ agreements referred to in Article 122 of the Consolidated Law involving shares of the issuer;

d) provide up-to-date information on the remuneration received, under any title and in any form, by the members of the issuer’s board of directors and internal control body and its general managers and any such amounts approved;

e) provide information on material matters not covered in the latest annual report or the latest interim report;

f) provide information on the issuer’s recent performance and prospects if they are not reported in the offer document.

2. If the subject of the offer consists of bonds or other debt securities comparable to bonds, the issuer’s statement shall provide the information referred to in subparagraphs a), e) and f) of the previous paragraph and up-to-date information on the direct or indirect possession of the subject securities by the issuer and members of the board of directors and supervisory board.

3. The statement shall be sent to Consob at least two days before the date set for its dissemination. Supplemented with any information requested by Consob, it shall be made known to the market not later than the first day of the acceptance period. Changes in the information published in accordance with the preceding paragraphs shall be the subject of a press release. ^³⁵

Article 40 ^³⁶
(Performance of offers)

1. The effectiveness of an offer may not be made subject to conditions whose occurrence depends solely on the will of the offeror.

2. The acceptance period shall be agreed with the market management company or, in the case of unlisted financial instruments, with Consob. It shall be not less than twenty-five days and not more than forty days for offers made pursuant to Articles 106.4 and 107 of the Consolidated Law and not less than fifteen days and not more than twenty-five days for other offers; for the offers which concern bonds and other debt securities, the minimum duration is reduced to five days. After consulting the offeror and the market management company, Consob may, with a measure motivated by the needs of correct implementation of an offer and the protection of investors, extend the offer’s duration up to a maximum of fifty-five days. ^³⁷

3. The acceptance period may not start;

a) unless the documentation on the performance guarantees obtained has been transmitted to Consob;

b) before five days have elapsed from the dissemination of the offer document or, if this already includes the issuer’s statement; before the day following such dissemination;

c) the authorization required by sectoral provisions governing the acquisition of shareholdings in banks and intermediaries authorized to provide investment services;

d) unless the resolution to issue the financial instruments offered in exchange has been approved. ^³⁸

4. The granting of authorizations required by sectoral provisions, the approval of the resolution to issue the financial instruments offered in exchange, the filing of such resolution with the Company Register, and the start of the acceptance period shall be immediately disclosed to the market unless already included in the offer document.

5. In the event that a shareholders’ meeting convened pursuant to Article 104 of the Consolidated Law is to be held in the last ten days of the acceptance period, such period shall be extended by ten days.

6. Offers shall be accepted at the premises of the offeror, the appointed intermediaries or the depositories authorized to provide investment services, by signing the acceptance form.

7. Acceptances of offers may be collected in the regulated market in the manner indicated by the market management company in the rules provided for in Article 62 of the Consolidated Law. ^³⁹

Article 41 ^⁴⁰
(Transparency rules)

1. Statements and communications regarding an offer shall indicate the person by whom they are issued and be designed to be clear, complete and knowable by all those to whom they are addressed.

2. During the period between the date of the notification referred to in Article 102.1 of the Consolidated Law and the date set for payment of the consideration:

a) interested parties shall make statements concerning the offer and the issuer only in the form of press releases, which shall be sent to Consob at the same time;

b) interested parties shall notify Consob and the market by the end of the day of purchases and sales they have made, directly or through nominees, of the financial instruments that are the subject of the offer or that give the right to purchase or sell such instruments, indicating the considerations agreed;

c) the offeror and the persons appointed to collect acceptances shall announce the number thereof at least weekly; in offers for listed financial instruments, the announcement shall be made daily through the market management company.

3. Any summaries of the offer document released during the acceptance period must at least:

a) contain the entire "cautions" section of the offer document;

b) provide references for each subject matter to the corresponding sections of the offer document in which the issues are set out in more detail;

c) contain the warning, reproduced using a typeface permitting it to be easily read, that the summary has not been cleared in advance by Consob;

d) expressly indicate the places in which the offer document and the issuer’s statement are available.

A copy of the summary shall be sent to Consob contemporaneously with its dissemination.

4. Every announcement , however disseminated, intended to promote or deter an offer must be recognizable as such. The information the announcement contains must be clear, correct and give reasons, it must be consistent with that in the documentation already disseminated and must not mislead concerning the characteristics of the operation or the features of the financial instruments involved. A copy of each announcement must be sent to Consob contemporaneously with its dissemination.

5. Before payment, the offeror shall publish, in the same manner as the offer, the results and the necessary indications on the conclusion of the offer and the exercise of the rights provided for in the offer document, as provided for in Annex 2C.

6. From the date of publication of the offer document until the close of the offer, Consob may, pursuant to Articles 114.5 and 114.6 of the Consolidated Law, require offerors, persons controlling offerors and issuers, singly or jointly, their subsidiary companies and the persons appointed to collect acceptances to publish news and documents that are necessary for the public to be informed. ^⁴¹

7. From the date of the notice provided for in Article 102.1 of the Consolidated Law until one year from the close of the offer, Consob may:

a) request information and documents, pursuant to Articles 115.1a) and 115.1b) of the Consolidated Law, from offerors, persons controlling offerors and issuers, singly or jointly, and persons appointed to collect acceptances, members of their boards of directors and internal control bodies, their independent auditors and their managers;

b) carry out inspections, pursuant to Article 115.1c) of the Consolidated Law, at the premises of offerors, persons controlling offers and issuers, singly or jointly, and persons appointed to collect acceptances.

Article 42
(Proper conduct rules)

1. The offeror and other interested parties shall adhere to principles of proper conduct and equal treatment of those to whom the offer is addressed, shall promptly complete the activities and formalities relating to the implementation of an offer, shall not carry out transactions on the market with a view to influencing acceptances of the offer and shall abstain from conduct and agreements aimed at altering circumstances affecting the conditions precedent to a mandatory public offer to buy.

2. Where, in the period between the date of the notice referred to in Article 102.1 of the Consolidated Law and the date of the payment of the consideration, offerors acquire, directly or indirectly or through nominees, the financial instruments that are the subject of the offer or the right to acquire them at a later date at prices higher than those of the offer, they shall realign the latter with the highest price paid. ^⁴²

Article 43
(Amendments of offers)

1. Increases in offers and other revisions thereof shall be notified pursuant to Article 37 and published in the same manner as the original offer up to three days before the date set for the close of the acceptance period. ^⁴³

2. Reductions in the quantity requested shall not be permitted. ^⁴⁴

Article 44
(Competing offers)

1. Competing and increased offers shall be admitted if the total consideration for each class of financial instrument involved is higher than that of the last competing offer or increased offer or if they involve the elimination of a condition for the offer to be effective. In the case of increased offers, the quantity requested may not be reduced.

2. Competing offers shall be published up to five days before the date set for the close of the preceding acceptance period and, in the event of extension, within fifty days of the publication of the first offer.

3. Increased offers shall be made by publishing a notice specifying their nature and size and attesting the issue of the supplementary guarantee.

4. Without prejudice to the right referred to in the next paragraph, increased offers must be made within five days of the publication of the competing offer or an earlier increased offer by another offeror.

5. Increased offers may not be made beyond the tenth day preceding the close of the acceptance period of the last offer. On the last valid day all offerors, except for those for which the deadline referred to in the previous paragraph has already expired, may make another increased offer, subject to its being notified to Consob.

6. The acceptance period for offers and the date for the publication of the results shall be aligned with those of the last competing offer unless the earlier offerors notify Consob and the market within five days of the publication of the competing offer that they intend to keep the original expiration unchanged; where they do so, they may not make increased offers.

7. In the event that a shareholders’ meeting convened pursuant to Article 104 of the Consolidated Law is to be held in the last ten days of the acceptance period for offers indicated in paragraph 4, such acceptance period shall be extended by ten days.

8. Following publication of a competing offer or an increased offer, acceptances of the other offers shall be revocable. In the five days following the publication of the results of the winning offer, such offer may be accepted for financial instruments for which other offers had been accepted.

9. Where competing offers have been made, until the close of the acceptance period offerors may not acquire, directly or indirectly or through nominees, the financial instruments that are the subject of the offer or the right to acquire them at a later date at prices higher than those of their offer. ^⁴⁵

Chapter II
Mandatory take-over bids

Article 45
(Indirect take-over)

1. Acquisition, singly or in concert, of a shareholding that allows more than thirty per cent of the shares of a listed company with voting rights for matters specified in Article 105 of the Consolidated Law to be held or that gives control of an unlisted company shall determine the obligation to make a tender offer, pursuant to Article 106.3a) of the Consolidated Law, where the acquirer comes to hold, indirectly or as a result of the sum of direct and indirect holdings, more than thirty per cent of the shares of a listed company with voting rights for matters specified in Article 105 of the Consolidated Law. ^⁴⁶

2. An indirect holding for the purposes of paragraph 1 shall exist where the assets of the company whose shares are held consist prevalently of holdings in listed companies or in companies that prevalently have holdings in listed companies.

3. For the purposes of the preceding paragraphs, prevalence shall exist where at least one of the following conditions is met:

a) the book value of the shareholdings represents more than one third of the balance sheet assets and exceeds that of every other fixed asset shown in the balance sheet of the investor company;

b) the value attributed to the shareholdings represents more than one third and constitutes the principal component of the purchase price of the shares of the investor company.

4. Where the assets of the company referred to in paragraph 2 consist prevalently of shareholdings in a plurality of listed companies, the obligation to make a public offer only regards the shares of the companies whose value represents at least thirty per cent of the total of such shareholdings.

Article 46 ^⁴⁷
(Consolidation of holdings)

1. The offer obligation referred to in Article 106.3b) of the Consolidated Law shall arise from the acquisition, including indirect acquisition as defined in Article 45, of more than five percent ^⁴⁸of the capital represented by shares with voting rights for matters specified in Article 105 of the Consolidated Law ^⁴⁹as a result of purchases for a valuable consideration made in the preceding twelve months or subscriptions or conversions in the exercise of rights acquired in the same period.

Article 47
(Consideration in the form of financial instruments)

1. In offers provided for in Article 106.1 of the Consolidated Law, the consideration may consist of financial instruments listed on a regulated market of an EU country, if the consideration in the transactions carried out in the twelve months prior to the exceeding of the threshold consisted, in equal proportion, of the same financial instruments. The financial instruments shall be valued at a price not exceeding the weighted average market price of the last twelve months.

2. In offers provided for in Article 106.4 of the Consolidated Law, the consideration may consist of financial instruments admitted to listing on regulated EU markets. ^⁵⁰

Article 48
(Procedure for approval of prior partial bids)

1. Approval of an offer provided for in Article 107 of the Consolidated Law shall be given by a statement made on a special form prepared by the offeror, which may be annexed to the offer document. Acceptance of the offer shall be equivalent to a statement of approval unless it is accompanied by an express manifestation of will to the contrary.

2. Statements shall be sent by the close of the offer to the address indicated by the offeror via the depository of the shares, which shall attest to the ownership thereof.

3. Approval shall be irrevocable. It is possible to approve more than one competing offers.

Article 49
(Exemptions)

1. An acquisition shall not give rise to the offer obligation provided for in Article 106 of the Consolidated Law where:

a) another shareholder or other shareholders jointly hold the majority of voting rights exercisable in the ordinary shareholders’ meeting;

b) it is made by subscribing a capital increase in connection with a plan, notified to Consob and to the market, for restructuring the debt of a listed company in crisis,

c) the shareholding is acquired as a result of a transfer between companies in which the same person or persons hold, singly or jointly and directly or indirectly through a subsidiary company within the meaning of Article 2359, first paragraph, point 1, of the Italian Civil Code, the majority of voting rights exercisable in the ordinary shareholders’ meeting, or is acquired as a result of a transfer between a company and such persons;

d) the threshold is exceeded as a result of exercise of the pre-emption, subscription or conversion rights originally attributed;

e) the threshold of thirty per cent is exceeded by not more than 3 per cent and the acquirer undertakes to dispose of the excess shares within twelve months and not to exercise the related voting rights;

f) it is a consequence of a merger or spin-off approved, on the basis of effective industrial needs for which the reasons are given, by a resolution of the shareholders' meeting of the company whose shares would otherwise be the subject of the offer. ^⁵¹

2. The acquirer:

a) in the case referred to in paragraph 1a), shall notify Consob and the market of the non-existence of agreements or plans in common with the other shareholders referred to therein;

b) in the case referred to in subparagraph 1b), shall notify Consob and the market of the state of implementation of the plan within the time limits set by Consob and at least every three months, and of every change in its shareholding;

c) in the case referred to in subparagraph 1e), if it does not comply with the obligation to make the disposal, shall promote the offer at the highest price resulting from the application of Article 106.2 of the Consolidated Law to the twelve months prior and subsequent to the acquisition.

Article 50
(Residual take-over bids)

1. Persons required to make a residual tender offer shall notify Consob and the market within ten days whether it intends to restore the float. Such notice shall not be required in the case of a prior 100 per cent tender offer.

2. The market management company shall:

a) inform Consob of the companies for which, applying general criteria established by the latter, it is possible to adopt a threshold higher than ninety per cent, taking account of the need to ensure regular trading;

b) announce the restoration of the float.

3. In determining the offer price, Consob shall also take account of the following elements:

a) the consideration of any preceding public offer;

b) the average weighted market price of the last six months;

c) the issuer’s shareholders’ equity adjusted to current value;

d) the issuer’s earnings results and prospects.

4. For the purposes referred to in paragraph 3, within fifteen days of payment of the consideration for the tender offer that created the conditions requiring a residual tender offer or of the notification referred to in paragraph 1, the offeror shall send Consob the elements for the determination of the price, together with a statement by the issuer’s independent auditors on the fairness of the elements provided.

5. Where the residual tender offer obligation arises following an earlier 100% tender offer in which the acceptances were at least 70% of the shares that were the subject of the offer, Consob shall set the price equal to the price of that offer unless reasons can be adduced why recourse should be made to the elements set out in paragraph 3.

6. For the purpose of determining the price in the case referred to in paragraph 5, within fifteen days of payment of the consideration for the tender offer that created the conditions requiring a residual tender offer, the offeror shall send Consob:

a) the notification referred to in Article 102.1 of the Consolidated Law;

b) a statement by the issuer’s independent auditors, drawn up in accordance with the general criteria specified by Consob, as to the existence of events not known to the market capable of significantly affecting the issuer’s profits and losses, assets and liabilities, financial position or earnings prospects that occurred subsequent to the issue of the opinion on the latest published annual financial statements or, if more recent, on the latest published half-yearly report subjected to a full-scope audit. ^⁵²

PART III
ISSUERS

TITLE I
LISTING OF EU FINANCIAL INSTRUMENTS AND SHARES/UNITS IN COLLECTIVE INVESTMENT UNDERTAKINGS ON ORGANIZED MARKETS ^⁵³

Chapter I
General provisions ^⁵⁴

Article 51
(Definitions)

1. In this Title and the related annexes:

a) "sponsor" or "listing partner" shall mean the intermediary that cooperates with the issuer in the procedure for the admission of EU financial instruments to listing on an organized market;

b) "structured bonds" shall mean 1) bonds whose redemption and/or remuneration depend, wholly or partly and on the basis of devices that are equivalent to taking positions in derivative financial instruments, on the value or changes in the value of financial products, interest rates, foreign currencies, goods or related indices; 2) bonds whose redemption and/or remuneration depend, wholly or partly, on the occurrence of specified events or conditions.

Chapter II
Provisions concerning the listing of securities ^⁵⁵

Article 52
(Disclosure to Consob)

1. For the purposes of publication of the prospectuses for admission to trading, the issuer or the individual requesting admission shall, in pursuance of Article 113, paragraph 1 of the Consolidated Law, send Consob the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the company’s legal representative and accompanied by the prospectus and the other documents specified in Annex 1I. ^⁵⁶

Article 53
(Listing prospectuses)

1. Prospectuses shall be drawn up in accordance with Regulation (EC) 809/2004 and the schedules attached thereto.

2. Articles 5, 6, 7, paragraphs 2, 3, 4 and 5, 8, paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10, 34 octies and 34 novies, shall apply, where compatible.

3. The supplements envisaged by Article 113, paragraph 2 of the Consolidated Law are forwarded to Consob which approves them within a maximum of seven working days from receipt thereof ^⁵⁷.

Article 54
(Annual information documents)

1. Issuers whose securities are admitted to trading on a regulated market shall present, at least once a year, a document containing or making reference to all the information they have published or made available to the public in the preceding 12 months in one or more Member States or in non-EU countries in accordance with the obligations imposed on them by the EU and national legislation governing securities, issuers and trading markets. For such purposes, the issuers refer to at least the documents envisaged by the provisions issued by way of implementation of the directives regarding company law ^⁵⁸ and the EC directive 109/2004 as well as those envisaged by EU Regulation No. 1606/2002.

2. If the document referred to in paragraph 1 makes reference to information already published or made available to the public in the 12 preceding months, it shall specify the nature and publication date of such information and where it can be obtained.

3. The document shall be filed with Consob after the publication of the annual financial statements.

4. The publication of annual information documents shall be carried out in accordance with Regulation (EC) 809/2004.The filing with Consob shall be carried out according to the formalities indicated in Articles 65 septies and 65 octies.

5. The obligation pursuant to paragraph 1 shall not apply to issuers of securities other than equities whose unit par value comes to at least 50,000 euros ^⁵⁹

Article 55
(Consob’s examination)

… revoked… ^⁶⁰

Article 56
(Publication of prospectuses and supplements)

1. The approved prospectuses, together with a reproduction of the same in electronic format, shall be filed with Consob as well as made available to the public by the issuer or by the individual who requests listing on an organized market, promptly and, in any event, before the start of trading, also alternatively

a) by means of publication in one or more newspapers having a national circulation or a wide distribution;

b) in printed form free of charge at the headquarters of the management company of the market on which the securities are admitted to trading or the registered office of the issuer;

c) in electronic form on the website of the issuer;

d) in electronic form on the website of the regulated market where the admission to trading is sought.

The making available of the prospectuses to the public via the methods envisaged by subparagraphs a), c) and d) shall be carried out in observance of the matters indicated by Articles 29 and 30 of EU Regulation No. 809/2004.

2. Article 9, paragraphs 2, 3 and 4 shall apply, insofar as it is compatible.

3. Prospectuses, base prospectuses and registration documents shall be valid for the period indicated by Article 10.

4. Article 9, paragraph 5 shall apply to the publication of the supplements envisaged by Article 113, paragraph 2 of the Consolidated Law ^⁶¹ .

Article 57
(Exemptions from obligation to publish prospectuses)

1. The obligation to publish a prospectus shall not apply to the admission to listing on an organized market of the following securities:

a) shares that represent, over a period of twelve months, less than 10% of the number of shares of the same class already admitted to listing on the same organized market;

b) shares issued in substitution for shares of the same category already admitted to listing on the same organized market if the issuing of such new shares does not entail any increase in the issued capital;

c) securities offered in connection with a takeover by means of an exchange offer, provided that a document is available containing information which is regarded by Consob as being equivalent to that of the prospectus, taking into account the fulfilments envisaged by EU legislation;

d) securities offered, allotted or to be allotted in connection with a merger, provided that a document is available containing information which is regarded by Consob as being equivalent to that of the prospectus, taking into account the fulfilments envisaged by EU legislation;

e) shares offered, allotted or to be allotted free of charge to existing shareholders, and dividends paid out in the form of shares of the same category as the shares in respect of which such dividends are paid, provided that such shares are of the same category as those already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the shares and the reasons for and details of the offer;

f) securities offered, allotted or to be allotted to existing or former directors or existing or former employees by an issuer or by the parent company, a subsidiary, an affiliate or an undertaking subject to joint control, provided that such securities are of the same category as those already admitted to trading on the same regulated market and that a document is made available containing information on the number and nature of the securities and the reasons for and details of the offer.

g) shares resulting from the conversion or exchange of other securities or from the exercise of the rights conferred by other securities, provided that such shares are of the same category as those already admitted to trading on the same regulated market;

h) securities already admitted to trading on another regulated market, on the following conditions:

1) that such securities, or securities of the same category, have been admitted to trading on that other regulated market for more than 18 months;

2) that, for securities first admitted to trading on a regulated market after the date of entry into force of Directive 2003/71/EC, the admission to trading on that other regulated market was associated with an approved prospectus made available to the public in conformity with Community legislation;

3) that, except where (2) applies, for securities first admitted to listing after 30 June 1983, listing particulars were approved in accordance with the requirements of Directive 80/390/EEC or Directive 2001/34/EC;

4) that the obligations with regard to disclosure and admission to trading on that other regulated market have been fulfilled;

5) that the person seeking the admission of a security to trading on a regulated market under this exemption makes a summary document available to the public in the Italian language;

6) that the summary document referred to in (5) is made available to the public in the manner laid down in Article 56; and

7) that the contents of the summary document comply with Article 5.3. Furthermore the summary document shall state where the most recent prospectus can be obtained and where the financial information published by the issuer pursuant to his obligations with regard to disclosure and admission to trading is available:

i) securities other than equities issued by or which benefit from the unconditional and irrevocable guarantee of an EU member nation or issued by international public bodies which one or more EU member nations form part of;

j) securities issued by the European Central Bank or by national central banks of the EU member nations:

k) securities other than equities issued on an on-going or repeated basis by banks provided that these securities:

1) are not subordinated, convertible or exchangeable;

2) do not grant the right to subscribe or purchase other types of securities and are not linked to a derivative instrument;

3) give a material form to the receipt of repayable deposits;

4) are covered by a deposit guarantee system pursuant to Articles 96 to 96 quater of Italian Legislative Decree No. 385 dated 1 September 1993;

l) securities included in an admission to listing whose total consideration comes to less than 2,500,000 euros. For such purposes, several admissions to listing on the same product made by the same issuer or the same individual who requests the listing are considered together;

m) securities issued, for the purpose of procuring the means necessary for achieving non-profit making ends, by associations with a legal capacity or by non-profit making bodies, recognized by a member nation,

2. For mergers where a company not listed on an organized market is incorporated within a listed company, if the size of the assets of the latter, other than the cash and financial assets that do not represent fixed assets, is less than fifty percent of the size of corresponding assets of the acquired company, the document to be submitted to Consob for the purposes of the declaration of equivalence provided for in subparagraph d) of paragraph must contain:

a) the information specified in Annex I, except for chapter 9 and paragraphs 20.1 and 20.3, and in Annex II of the Regulation 809/2004/EC relating to the acquiring company resulting from the merger;

b) the information specified in Annex III of the aforesaid Regulation relating to the securities offered, assigned or to be assigned under the merger;

c) any other information required in order to enable the holders of securities issued by the companies participating in the merger to exercise their rights.

3. For mergers involving listed issuers other than those considered in paragraph 2, the document to be submitted to Consob for the purposes of the declaration of equivalence provided for in subparagraph d) of paragraph 1 must consist of:

a) the report of the management body referred to in Article 2501-quinquies of the Italian Civil Code drawn up in accordance with the criteria specified in Annex 3A, for mergers that do not exceed the significance parameters determined by Consob pursuant to Article 70;

b) the information document provided for in Article 70, paragraph 4, to be published in accordance with the time limits established therein, for mergers that exceed the significance parameters determined by Consob pursuant to said Article;

4. Listed issuers shall transmit to Consob, for the purposes of the declaration of equivalence, the documents referred to in paragraphs 2 and 3 and any supplements at least fifteen working days prior to the effective date of the merger.

5. In the event of the listing of securities other than the equities issued on an on-going or repeated basis by banks, simplified prospectuses shall be published, drawn up in accordance with the schedule pursuant to Annex 1M, duly supplemented by the information required for listing, provided that these securities have the following characteristics:

1) the total consideration for the listing, calculated for a period of 12 months, is less than 50,000,000 euros;

2) they are not subordinated, convertible or exchangeable;

3) they do not grant the right to subscribe or purchase other types of securities and are not linked to a derivative instrument.

6. In the event of listing on an organized market of financial instruments other than equities with a unit par value of at least 50,000 euros, there is no obligation to draw up the securities note.

7. The issuer or the individual who requests the listing shall have the right to draw up a prospectus in pursuance of and for the purpose of the EU provisions at the time as listing of the securities as per subparagraphs i) and j) of paragraph 1.

8. Consob shall express the equivalence opinion envisaged by subparagraph d) of paragraph 1 within ten working days of the date the documents are submitted to the same, possibly supplemented also upon the request of Consob, as per paragraphs 2 and 3 ^⁶² ^⁶³

Article 58
( EU validity for prospectus approval and prospectus language)

1. Article 11 shall apply for the purpose of the EU validity of the approval of a prospectus by Consob and by the competent authority of another EU member nation.

2. The provisions envisaged by Article 12 shall apply to the listing prospectuses.

3. Without prejudice to the matters envisaged by paragraph 2, if listing is requested on an organized market in one or more member nations for financial instruments other than equities whose unit par value is at least 50,000 euros, the prospectuses shall be drawn up either in a language accepted by the competent authority of the home member nation and the host member nations or in a language commonly used in international financial circles, at the discretion of the issuer, the offeror or the individual who requests the listing, depending on the circumstances ^⁶⁴ .

Chapter III ^⁶⁵
Provisions regarding the listing of shares/units

in collective investment undertakings ^⁶⁶

Article 59
(Italian collective investment undertakings)

1. The provisions contained in Section II of Chapter III, Title I, Part II of this regulation and Articles 34 octies and 34 novies shall apply, insofar as they are compatible, to the listing of shares/units in Italian open-end collective investment undertakings. The prospectuses shall also be published on the website of the organized market on which listing is requested.

2. For the purpose of the listing of units in Italian closed-end funds, the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain a summary description of the transaction, the declaration of the existence of the conditions necessary for carrying out the same and shall be accompanied by the documents indicated in Annex 1I. Insofar as they are compatible, the provisions contained in Section IV of Chapter III, Title I, Part II of this regulation and Articles 34 octies and 34 novies shall apply. The prospectuses and any supplements envisaged by Article 113, paragraph 2 of the Consolidated Law shall be published in accordance with Article 56 ^⁶⁷ .

Article 60
(Foreign collective investment undertakings)

1. For the purpose of the listing of units/shares in foreign harmonized collective investment undertakings, in accordance with Article 20 the offerors shall publish the full and simplified prospectuses and documents for the listing drawn up in accordance with schedule 4 in Annex 1B. The prospectuses and the documents for listing shall be published after ten working days from the date of receipt of these documents by Consob. Within this time period, Consob can request the offeror to make changes and additions to the documents for listing. The prospectuses shall also be published on the website of the organized market on which listing has been requested.

2. Full and simplified prospectuses and listing documents shall also be made available at the registered offices of the party appointed to make the payments envisaged by the Bank of Italy regulation.

3. Articles 27, paragraph 1, and 28 shall apply for the purpose of the listing of shares/units in foreign harmonized open-end collective investment undertakings. The documents to be forwarded to Consob shall be indicated in Annex 1I. The prospectuses are also published on the website of the organized market on which listing has been requested.

4. For the purpose of the listing of shares/units in closed-end foreign collective investment undertakings, other than those indicated in previous paragraphs, the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain the summary description of the transaction and the declaration of the existence of the conditions necessary for the performance of the same and shall be accompanied by the documents indicated in Annex 1I. Articles 27, paragraphs 2 and 5, 28, and, insofar as they are compatible, the provisions contained in Section IV of Chapter III, Title I, Part II of this regulation shall apply.

5. For the purpose of the listing of shares/units in closed-end foreign collective investment undertakings, falling within the sphere of application of the EU provisions, for which Italy is the home member nation, the disclosure envisaged by Article 94, paragraph 1 of the Consolidated Law, signed by the offeror, shall contain the summary description of the transaction and the declaration of the existence of the conditions necessary for the performance of the same and shall be accompanied by the documents indicated in Annex 1I. The provisions contained in Section IV of Chapter III, Title I , Part II of this regulation shall apply.

6. Articles 11, paragraph 3 and 12, paragraph 3 shall apply for the purpose of the listing of shares/units in closed-end foreign collective investment undertakings, falling within the sphere of application of the EU provisions, for which Italy is the host member nation.

7. The prospectuses relating to the collective investment undertakings pursuant to paragraphs 4, 5, and 6 and any supplements shall be published in accordance with Article 56.

8. Articles 34 octies and 34 novies shall apply to the listing of shares/units in foreign collective investment undertakings ^⁶⁸

Article 61
(Bonds issued by banks and international organizations, covered warrants and certificates)

…revoked … ^⁶⁹

Article 62
(Bonds issued by banks and international organizations,
covered warrants and certificates issued under a programme)

…revoked... ^⁷⁰

Chapter IV
Listing on an organized market preceded by a public offering of EU financial instruments ^⁷¹

Article 63
(Disclosure to Consob and publication of prospectuses)

1. By means of the disclosure aimed at the publication of the listing prospectuses, Consob can be informed of the intention of making a public offering relating to the EU financial instruments subject to listing. In this event, the disclosure shall be drawn up in accordance with the form in Annex 1I, contain the summary description of the offering and the indication of the parties furthering it, state the existence of the conditions necessary for the performance of the offering, be accompanied by the documents indicated in Annex 1A and shall also be signed by those who in the capacity of offeror and issuer intend to carry out the public offering.

2. Article 56, paragraph 1 shall apply. Furthermore, the prospectuses relating to the listing of shares preceded by a public offering shall be published at least six working days before the offering closes ^⁷² .

Article 64
(Disclosure obligations)

… revoked… ^⁷³

Article 64-bis
(Listing procedure)

…revoked.. ^⁷⁴

TITLE II
COMPANY INFORMATION

Chapter I
General provisions

Article 65
(Definitions)

1. In this Title:

a) "issuers of financial instruments" shall mean parties who issue financial instruments listed on an organized market in Italy;

b) “issuers of securities” shall mean parties who issue securities listed on an organized market in Italy and which have Italy as the home member nation in accordance with Article 1, paragraph 1, subparagraph w quater of the Consolidated Law;

c) “issuers of shares” shall means the parties who issue shares listed on an organized market in Italy and which have Italy as the home member nation in accordance with Article 1, paragraph 1, subparagraph w quater of the Consolidated Law;

d) “issuers of debt securities” shall mean the parties who issue debt securities listed on an organized market in Italy and which have Italy as the home member nation in accordance with Article 1, paragraph 1, subparagraph w quater of the Consolidated Law;

e) “regulated information” shall mean the information indicated under Article 113 ter, paragraph 1 of the Consolidated Law;

f) “media” shall mean the agencies specialized in the prompt electronic divulgation to the public of financial information;

g) “ dissemination of regulated disclosures system” or “SDIR” shall mean the electronic dissemination of regulated disclosures system, authorized by Consob, which links up its users to the media, established and organized in compliance with the requisites established in accordance with Article 113 ter of the Consolidated Law, in this Chapter, in Chapter VII bis and in Annex 3I;

h) “issuers” of the SDIR shall means the issuers of securities, the asset management companies, the SICAVs, the individuals who have requested listing on an organized market for financial instruments without the consent of the issuer, Consob and the organized market management companies if the financial instruments are listed;

i) “authorized storage device” shall mean the device which provides the centralized storage service for the regulated information envisaged by Article 113 ter, paragraph 4 of the Consolidated Law, authorized by Consob and established and organized in compliance with the requisites envisaged in this Chapter, in Chapter VIII ter and in Annex 3L ^⁷⁵

1-bis. In this Title, “Host member nation” shall mean the member nation, other than the home member nation, in which the securities are listed on an organized market ^⁷⁶ .

1-ter. In this Title, “debt security” shall mean the bonds and other debt securities, with the exception of the securities equivalent to shares or which, in the event of conversion or exercise of the rights granted by the same, involve the right to purchase shares or securities equivalent to shares ^⁷⁷ .

2. In Section I ^⁷⁸of Chapter 2 of this Title:

a) "recommendation" shall mean research or other information, recommending or suggesting an investment strategy, explicitly or implicitly, concerning one or several financial instruments referred to in Article 180.1a) of the Consolidated Law or the issuers of such financial instruments, including any opinion as to the present or future value or price of such instruments, intended for distribution channels or for the public;

b) "research or other information recommending or suggesting an investment strategy" shall mean:

- information produced by an independent analyst, an investment firm, a credit institution, any other person whose main business is to produce recommendations or their employees or collaborators, that, directly or indirectly, expresses a particular investment recommendation in respect of a financial instrument or an issuer of financial instruments;

- information produced by persons other than the persons referred to in the preceding indent which directly recommends a particular investment decision in respect of a financial instrument;

c) "credit ratings" shall mean judgements of the creditworthiness of securities referred to in Article 180.1a) of the Consolidated Law or of an issuer of such instruments, intended for distribution channels or for the public, produced using a predefined classification system;

d) "relevant person" shall mean a natural or legal person producing or disseminating recommendations in the exercise of his profession or the conduct of his business;

e) "related legal person" shall mean a legal person in a control relationship or subject to common control with the relevant person;

f) "issuer" shall mean the issuer of a financial instrument to which a recommendation relates, directly or indirectly;

g) "distribution channel" shall mean a channel through which information is, or is likely to become, publicly available;

h) "likely to become publicly available information" shall mean information to which a large number of persons have access. ^⁷⁹

3. For the purposes of the definition contained in paragraph 2a), investment advice in the form of personalized recommendations which are not likely to become publicly available provided by authorized persons to clients in respect of one or more transactions relating to financial instruments shall not be considered as recommendations ^⁸⁰.

3-bis. In Section VI of Chapter II of this Title, “code of conduct” will be understood to mean the following: the code of conduct regarding company governance promoted by regulated market management companies or operator trade associations ^⁸¹.

Article 65 bis
( Requisites for the disclosure of regulated information)

1. The issuers of securities make the regulated information public, ensuring access which is rapid, non-discriminatory and reasonably suitable for guaranteeing the effective divulgation throughout the entire European Union. For such purposes, the information shall be forwarded using instruments which guarantee:

a) the related divulgation:

1. as far as possible simultaneous, in Italy and in the other EU member nations, to the widest public possible;

2. to the media:

a. in its integral version without editing;

b. so as to ensure the security of the disclosure, minimizing the risk of data alteration and unauthorized access as well as guarantee certainty regarding the source of said information;

b) the security of the receipt, seeing as soon as possible to any shortfall or malfunction on the disclosure of the regulated information. The party responsible for the divulgation of the information shall not be responsible for systemic errors or shortfalls in the media in which the regulated information has been disclosed;

c) that the information has been disclosed to the media in such a manner as to clarify that it is regulated information and it clearly identifies the issuer in question, the subject matter of the information and the date of its disclosure by the party obliged to do so.

2. In the event of annual and half-year financial reports, interim management reports and if specifically indicated in this regulation, the requisite indicated in paragraph 1, subparagraph a) number 2, point a., it shall be considered satisfactory if the announcement regarding the publication of the regulated information is disclosed to the media, forwarded to the authorized storage device and indicates on which website, as well as in which authorized storage device for the regulated information, this information is available.

3.Issuers of securities shall organize, if not already available, a website for the publication of the regulated information ^⁸² .

Article 65 ter
(Codification of regulated information)

1. The parties indicated in Article 65 bis, paragraph 1, assign an identifying code to each type of widely distributed regulated information, as indicated in Annex 3N, in accordance with the formalities indicated in Annex 3I ^⁸³ .

Article 65 quater
(Language)

1. When the securities are listed on organized markets solely in Italy and Italy is the home member nation, the regulated information shall be disclosed in Italian.

2. When the securities are listed on organized markets in several EU member nations including Italy and Italy is the home member nation, the regulated information shall be disclosed:

a) in Italian; and

b) at the discretion of the issuer, either in a language accepted by the competent authorities of the host member nations or in a language commonly used in international financial circles.

3. In the cases pursuant to subparagraphs 1 and 2, foreign issuers who have chosen Italy as the home member nation may disclose the regulated information in Italian or in a language commonly used in international financial circles.

4. When the securities are listed on organized markets of one or more host member nations, but not in Italy, and Italy is the home member nation, the regulated information shall be disclosed, at the discretion of the issuer:

a) in a language commonly used in international financial circles; or

b) in a language accepted by the competent authorities of the host member nations and, in this case, also in Italian.

5. When the securities are listed on an organized market in Italy which is the host member nation, the regulated information shall be disclosed, at the discretion of the issuer:

a) in Italian; or

b) in a language commonly used in international financial circles.

6. By way of departure to paragraphs 1, 2 and 4, the issuers of financial instruments whose unit par value amounts to at least 50,000 euros or, in the event of debt securities in a currency other than euro, is at least equivalent to 50,000 euros as of the date of issue, which have Italy as the home member nation or as the host member nations, shall publically disclose the regulated information in Italian or in a language commonly used in international financial circles, at the discretion of the issuer ^⁸⁴ .

Article 65 quinquies
(Disclosure of regulated information by means of using
a SDIR (dissemination of regulated disclosures system))

1. The parties indicated in Article 65 bis, paragraph 1, may publically disclose the regulated information via an SDIR.

2. Parties who intend to use a SDIR:

a) shall identify a SDIR from among those included in the list of the authorized parties held by Consob, as the system dedicated to the dissemination of all the regulated information, and shall inform Consob thereof before the start of the service, forwarding a copy of the contract finalized with the system manager;

b) shall inform the SDIR manager of the name of a contact person for the necessary contacts, indicating the reference data described in Annex 3I;

c) shall publish the name of the SDIR on its website;

d) must, upon request, be able to inform Consob, in relation to any disclosure of regulated information, of the details of any embargo placed by the same on the regulated information.

3 The parties indicated in paragraph 1 who intend to identify a new SDIR in replacement of the one previously chosen, must promptly inform Consob suitably in advance with respect to the date for the termination of the service. The afore-mentioned parties shall observe the formalities indicated in paragraph 2 for the communication of the choice of the new SDIR ^⁸⁵ .

Article 65 sexies
( Independent disclosure of regulated information)

1. Issuers of securities which do not avail themselves of a SDIR for the disclosure to the public of the regulated information, send Consob:

a) a document suitable for certifying that the methods to be used for the disclosure of the regulated information are compliant with the matters established in Annex 3I; this document must be sent by the day of presentation of the request for the listing of its securities on an Italian organized market, or suitably in advance with respect to the termination of the service provided by an SDIR previously appointed;

b) an annual disclosure report on observance of the conditions established in Annex 3I. The report, drawn up in accordance with Annex 3O, is forwarded by the end of January following the year of reference.

2. If it considers that the methods for disclosing the regulated information are not suitable for ensuring observance of the instructions envisaged by Annex 3I, Consob may prohibit trading in pursuance of Article 113 ter, paragraph 9, subparagraph b) of the Consolidated Law providing the issuer and the organized market management company with information at least ten days before the date envisaged for the start of trading.

3. The parties indicated in paragraph 1 must be able, upon request, to inform Consob of the following, in relation to any disclosure of regulated information:

a) the name of the individual who has disclosed the information to the media;

b) the security validation details;

c) the time and date when the information was communicated to the media;

d) the medium on which the information was disclosed;

e) if necessary, the details of any embargo placed by the issuer on the regulated information.

4. The parties indicated in paragraph 1 shall publish the information relating to the choice of disclosing the regulated information personally on their websites ^⁸⁶ .

Article 65 septies ^⁸⁷
(Storage and filing of regulated information)

1. By the day of presentation of the listing request, issuers of securities:

a) shall identify an authorized storage device, as the system dedicated to maintaining all the regulated information and at the same time shall inform their parent company and Consob thereof, sending the latter a copy of the contract finalized with the device’s manager;

b) shall publish the name and e-mail address of the authorized storage device on its website.

2. The parties indicated in paragraph 1 shall forward the regulated information to the authorized storage device, at the same time as its disclosure to the public, in accordance with the formalities indicated by the manager of the storage device.

3-bis. The issuers of securities controlling the issuers of financial instruments, shall observe Article 65 octies, paragraphs 3 and 3-bis ^⁸⁸ , for the purpose of the storage and filing with Consob of the regulated information relating to their subsidiary companies.

4.If the regulated information envisaged by Article 114, paragraph 1 of the Consolidated Law must be disclosed during the performance of trading on an organized market, it is forwarded to Consob and the market management company at least fifteen minutes before its disclosure, using the formalities indicated in Annexes 3I and 3M, by the parties indicated in paragraph 1 and, using the formalities indicated by Consob via its disclosure, by the parent companies which are not issuers of securities as well.

5. The issuers of securities shall publish the regulated information relating to them – including that disclosed by their subsidiary companies- on their websites by the opening of the market on the day following that when it was disclosed. The information shall remain available on the website for at least five years.

6. The parties indicated in paragraph 1 shall be considered as having fulfilled:

a) the obligation envisaged in paragraph 4 if they use an SDIR for the disclosure to the public of the regulated information;

b) the obligations envisaged in paragraphs 2 and 3 if they use – for the disclosure to the public of the regulated information – an SDIR which carries out the service for the transmission of the regulated information to the authorized storage device on their behalf.

7. The parties indicated in paragraph 1 who intend to identify an authorized storage device other than that previously chosen, must inform Consob thereof suitably in advance with respect to the date envisaged for the termination of the service. The afore-mentioned parties observe the formalities indicated in paragraph 1 for the communication of the choice of the new authorized storage device ^⁸⁹ .

Article 65 octies ^⁹⁰
(Disclosure, storage and filing of regulated information by parties other than issuers’ of securities)

1. Issuers of financial instruments other than the securities listed on Italian organized markets can disclose the regulated information using the formalities indicated in this Chapter or via its forwarding to at least two press agencies and shall publish it on its website. Articles 65 bis, paragraph 3 and 65 septies, paragraph 5 shall apply ^⁹¹ .

2. The parties not listed on an organized market which are parent companies of the issuers of securities and other financial instruments, disclose the regulated information in accordance with the formalities indicated in paragraph 1, without prejudice to the matters laid down by Article 65 ter.

3. Without prejudice to the matters envisaged by Article 65 septies, paragraph 4, the parties indicated in paragraph 1 controlling issuers of securities and other financial instruments and the parties indicated in paragraph 2 shall publish the regulated information relating to their subsidiary companies:

a) by sending it to the authorized storage device identified, as per Article 65 septies, by the controlled issuer of securities in accordance with the formalities indicated by the manager of the authorized storage device;

b) by publishing it on the website of the issuers indicated in paragraph 1 controlled by the same ^⁹² .

3-bis. The obligation to file the regulated information published in pursuance of paragraph 3, sub-paragraph a) with Consob, shall be considered fulfilled by means of connecting up with the authorized storage device ^⁹³ .

4. The parties indicated in paragraph 1 and their parent companies shall file the information with Consob by means of forwarding by post, sent in advance by fax, to the address and number indicated on Consob’s website.

5. The parties indicated in paragraphs 1 and 2 disclose the regulated information in Italian or in another language commonly used in international financial circles.

Article 65 novies
( Disclosures in the period prior to listing)

1. The parties who issue financial instruments in relation to which a request has been presented for listing on organized markets in Italy, if they do not observe the provisions of this Chapter in the period prior to the commencement of trading, shall fulfil the disclosure obligations:

a) by sending the information to at least two press agencies;

b) by publishing the information on their websites.

2. The information divulged in accordance with the matters envisaged in subparagraphs a) and b) of paragraph 1, shall be forwarded at the same time to Consob by post, sent in advance by fax, to the address and number indicated on Consob’s website and to the market management company as per the formalities established by the same ^⁹⁴ .

Article 65 decies
( Procedure for choosing the home member nation)

1. The issuers indicated in Article 1, paragraph 1, subparagraph w-quater, numbers 3 and 4 of the Consolidated Law, who have chosen Italy as the home member nation, shall communicate this choice, sending a press release without delay:

a) using the formalities envisaged by Article 65 novies, in the cases of presentation of the request for listing on an organized market;

b) using the formalities envisaged by Article 65 bis, paragraph 1, in the cases of choosing Italy as the home member nation after at least three years from the previous choice.

2. The provisions pursuant to paragraph 1 shall not apply to the issuers indicated in Article 1, paragraph 1, subparagraph w-quater, number 4 of the Consolidated Law, whose registered offices are in Italy and whose debt securities are listed exclusively on organized Italian markets.

3. The press release envisaged in paragraph 1 is forwarded at the same time to the authorized storage device and to Consob as per Article 65 septies, using the formalities envisaged in Annexes 3L and 3M ^⁹⁵ .

Article 65 undecies
(Listing without consent of the issuer )

1. For the fulfilment of the disclosure obligations envisaged by Article 113 ter, paragraph 6 of the Consolidated Law, the provisions of the Chapter also apply to the parties who have requested, without the issuer’s consent, listing on an organized market in Italy for the securities or units in closed-end funds other than those already listed on an organized market in the EU ^⁹⁶ .

Chapter II
Disclosure to the public

Section I
Information on significant events and circumstances ^⁹⁷

Article 65 duodecies
(Scope of application)

1. Articles 66, 66 bis, 67 and 68 and the provisions that refer to them shall not apply to issuers that have not applied for or approved the admission of their securities to listing on Italian regulated markets, if these instruments have already been listed on an organized market in the EU with the consent of the issuer.

2. For the purposes of the application of Articles 66, 66-bis, 67, 68, 69, 69 bis, 69 ter, 69 quater, 69 quinquies, 69 sexies, 69 septies, 69 octies, 69 novies and 69 decies and the provisions that refer to them, issuers of securities shall also mean persons who issue securities for which an application has been made for admission to trading on Italian regulated markets. ^⁹⁸

Article 66
(Significant events and circumstances)

1. The disclosure obligations referred to in Article 114.1 of the Consolidated Law shall be deemed fulfilled when, upon the coming into existence of a set of circumstances or the occurrence of an event, albeit not yet formalized, the public has been promptly informed thereof by means of a specific press release divulged using the methods indicated in Chapter I.

2. Issuers of financial instruments and the persons controlling them shall ensure that:

a) press releases contain elements permitting a complete and correct assessment of the events and circumstances reported and references to and comparisons with the content of preceding press releases;

b) any significant changes concerning already publicly disclosed inside information shall be disclosed to the public without delay in the manner specified in Chapter I;

c) the public disclosure of inside information and the marketing of their activities are not combined in a manner likely to be misleading;

d) the public disclosure of inside information is synchronized as closely as possible between all categories of investors in all the Member States in which the issuers have requested or approved the admission to trading of their financial instruments on a regulated market.

3. Issuers of financial instruments shall inform the public in the manner provided for in Chapter I:

a) of accounting data that will be reported in their company or consolidated annual financial statements or half-yearly abridged financial statements and of information and accounting data if it will be included in their interim management reports when such data are disclosed to third parties, unless such third parties are bound by a confidentiality requirement and the disclosure is made pursuant to a legal obligation, or as soon as they are sufficiently certain;

b) of the resolutions whereby the competent body approves the draft company annual financial statements, the proposed dividend, the consolidated financial statements, the abridged financial statements and the interim management reports.

4. Without prejudice to Article 14.4 of the Consolidated Law, where news concerning the assets and liabilities, profits and losses or financial position of issuers of financial instruments, extraordinary corporate actions in which such issuers are involved or their business performance has been disclosed to the public in a manner not in accordance with this article and the price of such financial instruments varies significantly on the market on which they have been admitted to trading at the issuer’s request compared with the last price of the previous day, the issuers or the persons controlling them if they are affected by the news referred to above shall promptly issue a press release in the manner indicated in Chapter I, informing the public as to the truthfulness of such news and shall supplement or correct it where necessary in order to restore conditions of information equality. ^⁹⁹

Article 66 bis
(Delay in disclosures)

1. In application of Article 114.3 of the Consolidated Law, persons referred to therein may delay the public disclosure of inside information in order not to prejudice their legitimate interests.

2. Relevant circumstances pursuant to paragraph 1 shall include those in which the public disclosure of inside information may jeopardize the carrying out of an operation by the issuer or may, for reasons connected with the insufficient formulation of the events or circumstances, lead to incomplete assessments by the public. Such circumstances shall comprise at least the following:

a) negotiations in course, or related elements, where the outcome or normal pattern of those negotiations would be likely to be affected by public disclosure. In particular, in the event that the financial viability of the issuer is in grave and imminent danger, although not within the scope of the applicable insolvency law, public disclosure of information may be delayed for a limited period where such a public disclosure would seriously jeopardize the interest of existing and potential shareholders by undermining the conclusion of specific negotiations designed to ensure the long-term financial recovery of the issuer;

b) decisions taken or contracts made by the management body of an issuer which need the approval of another body of the issuer other than the shareholders' meeting in order to become effective, where the organization of such issuer requires the separation between these bodies, provided that public disclosure of the information before such approval together with the simultaneous announcement that this approval is still pending would jeopardize the correct assessment of the information by the public ^¹⁰⁰.

3. Persons who delay the public disclosure of information pursuant to Article 114.3 of the Consolidated Law must control the access to such information in order to ensure its confidentiality by adopting effective measures that make it possible:

a) to deny access to such information to persons other than those who require it for the exercise of their functions within the issuer;

b) to ensure that any person with access to such information acknowledges the legal and regulatory duties entailed and is aware of the sanctions attaching to the misuse or improper circulation of such information;

c) to allow immediate public disclosure if the persons who delayed public disclosure were unable to ensure the confidentiality of the relevant inside information, without prejudice to Article 114.4 of the Consolidated Law for disclosure to third parties subject to a confidentiality requirement.

4. Persons who delay the public disclosure of information pursuant to Article 114.3 of the Consolidated Law shall promptly inform Consob of the fact, specifying the related circumstances.

5. Consob, upon learning pursuant to paragraph 4 or in some other manner of a delay in disclosing inside information to the public, may request the persons concerned, after assessing the circumstances they set forth, to disclose the information without delay. In the event of non-compliance, Consob may make the disclosure itself, at the expense of the interested parties. ^¹⁰¹

Article 67
(Tasks of the market management company)

1. The market management company may establish in the rules provided for in Article 62 of the Consolidated Law, the minimum content of the press releases referred to in Article 66 and the manner of presenting the information they contain for single types of fact ^¹⁰².

2. Issuers of financial instruments and the persons controlling them shall observe the rules established by the market management company in accordance with paragraph 1.

3. … revoked… ^¹⁰³.

4. … revoked… ^¹⁰⁴

Article 68
(Forecasts, quantitative objectives and periodic accounting data)

1. Issuers of financial instruments may disseminate forecasts and quantitative objectives for their operations and periodic accounting data provided such information is made available to the public in the manner indicated in Chapter I. Issuers shall verify the consistency of the actual performance of operations with the forecasts and quantitative objectives disseminated and promptly inform the public of any significant deviation. ^¹⁰⁵

Section II ^¹⁰⁶
Recommendations

Article 69 ^¹⁰⁷
(Identity of individuals making recommendations)

1. Recommendations shall disclose clearly and prominently the identity of the person responsible for their production, in particular the name and job title of the individual who prepared the recommendation and the name of the legal person responsible for its production. Where the relevant person is an authorized person, the recommendation shall disclose the identity of the authority that issued the authorization to provide investment services. Where the relevant person is not an authorized person, but is subject to self-regulatory standards or codes of conduct, such person shall include in the recommendation a clear and prominent reference to a website where such standards or codes can be directly and easily accessed by the public or to an alternative source where the above-mentioned information can be accessed in an equivalent manner.

Article 69 bis ^¹⁰⁸
(General provisions concerning the fair presentation of recommendations)

1. Relevant persons shall produce recommendations taking care to ensure that at least:

a) facts are clearly distinguished from interpretations, estimates, opinions and other types of non-factual information;

b) all sources are reliable or, where there is any doubt as to whether a source is reliable, this is clearly indicated;

c) all projections, forecasts and price targets are clearly labelled as such and that the material assumptions made in producing or using them are indicated.

2. In the case of recommendations produced in non-written form, relevant persons shall comply with paragraph 1, taking into account the public’s need for brevity, immediacy and comprehensibility associated with such forms of dissemination.

3. Relevant persons must adopt procedures to ensure that any recommendation can be substantiated as reasonable at Consob’s request.

Article 69 ter ^¹⁰⁹
(Additional obligations concerning the fair presentation of recommendations)

1. In addition to the obligations laid down in Article 69 bis, where the relevant person is an independent analyst, an authorized person, a related legal person, any other relevant person whose main business is to produce recommendations, or one of their employees or collaborators, such relevant person shall ensure at least that in recommendations:

a) all substantially material sources are indicated, as appropriate, including the relevant issuer, together with the fact whether the recommendation has been disclosed to that issuer and amended following this disclosure before its dissemination;

b) any basis of valuation or methodology used to evaluate a financial instrument or an issuer of a financial instrument, or to set a price target for a financial instrument, is adequately summarized;

c) the meaning of any recommendation made, such as buy, sell or hold, which may include the time horizon of the investment to which the recommendation relates, is adequately explained and any appropriate risk warning, including a sensitivity analysis of the relevant assumptions, indicated;

d) reference is made to the planned frequency, if any, of updates of the recommendation and to any major changes in the coverage policy previously announced;

e) the date at which the recommendation was first released for distribution is indicated clearly and prominently, as well as the relevant date and time for any financial instrument price mentioned;

f) where a recommendation differs from a recommendation concerning the same financial instrument or issuer, issued during the 12-month period immediately preceding its release, this change and the date of the earlier recommendation are indicated clearly and prominently.

Article 69 quater ^¹¹⁰
(Public disclosure of interests and conflicts of interest)

1. Relevant persons shall disclose in each recommendation all relationships and circumstances that may reasonably be expected to impair its objectivity, in particular where relevant persons have a significant financial interest in one or more of the financial instruments which are the subject of the recommendation, or a significant conflict of interest as a consequence of dealings with the issuer. Where the relevant person is a legal person, the above-mentioned circumstances and relationships shall also apply to any legal or natural person working for it, under a contract of employment or otherwise, when such persons were involved in preparing the recommendation.

2. Where the relevant person is a legal person, the information to be included in recommendations in accordance with paragraph 1 shall at least include:

a) any interests or conflicts of interest of the relevant person or of related legal persons that are accessible or reasonably expected to be accessible to the persons involved in the preparation of the recommendation;

b) any interests or conflicts of interest of the relevant person or of related legal persons known to persons who, although not involved in the preparation of the recommendation, had or could reasonably be expected to have access to the recommendation prior to its dissemination to customers or the public.

Article 69 quinquies ^¹¹¹
(Additional obligations concerning public disclosure of interests and conflicts of interest)

1. In addition to the obligations laid down in Article 69 quater, recommendations produced by an independent analyst, an authorized person, a related legal person or any other person whose main business is to produce recommendations, shall disclose clearly and prominently the following information on their interests and conflicts of interest:

a) major shareholdings that exist between the relevant person or any related legal person on the one hand and the issuer on the other hand. Shareholdings shall be major shareholdings at least when:

- shareholdings exceeding 2 % of the total issued share capital in the issuer are held by the relevant person or any related legal person, or

- shareholdings exceeding 2 % of the total issued share capital of the relevant person or any related legal person are held by the issuer.

b) other significant financial interests held by the relevant person or any related legal person in relation to the issuer;

c) where applicable, a statement that the relevant person or any related legal person is a market maker or liquidity provider in the financial instruments of the issuer;

d) where applicable, a statement that the relevant person or any related legal person has been lead manager or co-lead manager over the previous twelve months of any publicly disclosed offer of financial instruments of the issuer;

e) where applicable, a statement that the relevant person or any related legal person is party to any other agreement with the issuer relating to the provision of investment banking services, provided that this would not entail the disclosure of any confidential commercial information and that the agreement has been in effect over the previous 12 months or has given rise during the same period to the payment of a compensation or to the promise to get a compensation paid;

f) where applicable, a statement that the relevant person or any related legal person is party to an agreement with the issuer relating to the production of the recommendation.

g) if the relevant person is an authorized person, recommendations shall specify, for natural or legal persons who work for such relevant person, under a contract of employment or otherwise, and who were involved in preparing the recommendation:

- whether the remuneration of such persons is tied to investment banking transactions performed by the relevant person or any related legal person;

- the price at which the shares were acquired and the date of acquisition where such persons received or purchased the shares of the issuer prior to a public offering of such shares.

2. Authorized persons who produce recommendations shall disclose to the public:

a) in general terms, the organizational and administrative arrangements, including information barriers, set up within the authorized person for the prevention and avoidance of conflicts of interest with respect to recommendations;

b) on a quarterly basis, the proportion of all recommendations that are "buy", "hold", "sell" or equivalent terms, as well as the proportion of issuers corresponding to each of these categories to which the authorized person has supplied material investment banking services over the previous twelve months.

3. Public disclosure of the information specified in paragraph 2 shall be made by means of publication on a website permitting direct and easy access by the public or an alternative source permitting access in an equivalent manner and with a clear and prominent reference in the recommendation to such site or source.

Article 69 sexies ^¹¹²
(Disclosure to public of recommendations made by third parties)

1. A relevant person who disseminates, under his own responsibility, a recommendation produced by a third party shall indicate clearly and prominently the identity of such relevant person.

2. If a recommendation produced by a third party is substantially altered in information disseminated by the relevant person, such information shall indicate the substantial alteration clearly and in detail.

3. Where the substantial alteration referred to in paragraph 2 consists of a change of the direction of the recommendation, the relevant person who disseminates the recommendation shall fulfil the obligations laid down in Articles 69, 69-bis, 69-ter and 69-quater on the producer of the recommendation.

4. Relevant persons who disseminate a summary of a recommendation produced by a third party shall ensure that the summary is clear and not misleading; they shall mention the source document in the summary and where the public disclosures related to the source document can be directly and easily accessed.

5. Relevant legal persons who themselves, or through natural persons, disseminate a substantially altered recommendation shall adopt a procedure providing for indications to be given to the persons receiving the information as to where they can have access to the identity of the producer of the recommendation, the recommendation itself and the disclosure of the producer's interests or conflicts of interest, provided these elements are publicly available.

6. In addition to the obligations laid down in paragraphs 1, 2, 3, 4 and 5, whenever the relevant person disseminating recommendations produced by a third party is an authorized person, a related legal person or one of their employees or collaborators, the relevant person shall:

a) disclose the name of the authority that granted the authorization to provide investment services in a clear and prominent manner;

b) fulfil the obligations laid down in Article 69 quinquies on the producer of the recommendation if such person has not already disclosed it to the public;

c) fulfil the obligations laid down in Articles 69, 69 bis, 69 ter, 69 quater and 69 quinquies if he has substantially altered the recommendation.

Article 69 septies ^¹¹³
(Alternative ways of publishing information concerning recommendations)

1. In cases where the information required by Articles 69 ter, paragraphs 1a), 1b) and 1c), 69 quater, paragraphs 1 and 2, and 69 quinquies, paragraph 1, is disproportionate with respect to the length of the recommendation disseminated, or the information required by Articles 69, paragraph 1, 69 ter, paragraph 1, 69 quater, paragraphs 1 and 2 and 69 quinquies, paragraph 1, are disproportionate in the case of non-written recommendations, relevant persons may fulfil the obligations to publish information laid down in such provisions by including in the recommendation a clear and prominent reference to a website where such information can be directly and easily accessed by the public or to an alternative source where the above-mentioned information can be accessed in an equivalent manner.

2. In the cases referred to in paragraph 1 the information published on the website or contained in an appropriate alternative source must be promptly updated. The information must be kept available to the public, with an indication of the publication date and ordered chronologically, for at least three years.

Article 69 octies ^¹¹⁴
(Self-regulation of journalists)

1. Consob shall make a prior assessment to determine whether the self-regulatory rules referred to in Article 114.10 of the Consolidated Law permit achievement of the same effects as the provisions contained in Articles 69, 69 bis, 69 quater, 69 sexies and 69 septies.

2. To this end the Consiglio Nazionale degli Ordini dei Giornalisti shall send such rules to Consob, which, within one hundred and twenty days of receipt of same, shall resolve on the existence of the conditions referred to in the preceding paragraph.

3. At any time Consob may propose supplements and amendments to the rules referred to in paragraph 1 to the Consiglio Nazionale degli Ordini dei Giornalisti.

4. The self-regulatory rules and Consob’s resolution shall be published in the Gazzetta Ufficiale and shall enter into force on the fifteenth day following their publication.

5. The preceding paragraphs shall also apply when the Consiglio Nazionale degli Ordini dei Giornalisti amends its self-regulatory rules.

Article 69 novies ^¹¹⁵
(Publication of recommendations)

1. In the case of written recommendations, issuers of financial instruments, authorized persons and legal persons in a control relationship with them shall publish recommendations in the following manner:

a) distribution shall be according to an order, a timetable and channels established in advance by the above-mentioned persons; they shall be as homogeneous as possible for persons belonging to homogeneous categories of recipients and such as to ensure the topicality of the recommendations;

b) recommendations shall be sent to Consob contemporaneously with the start of their distribution.

2. Without prejudice to the preceding paragraph, authorized persons who act as specialists and/or sponsors or play equivalent roles, as provided for in the rules approved by the market management company, or act as lead manager or co-lead manager for a public offering of financial instruments or a placement made exclusively with institutional investors, and legal persons in a control relationship with them shall publish written recommendations produced or disseminated during the performance of the engagement concerning issuers involved in the above-mentioned engagements in one of the following ways:

a) by transmitting them to the market management company, which shall make them available to the public; or

b) by making them directly available on their websites and contemporaneously sending the market management company a notice announcing the publication of a recommendation and giving the address of the website where it can be accessed.

3. The publication of recommendations referred to in paragraph 2 shall be made not later than the day on which their distribution begins or within sixty days of such day if the recommendations are sent to third parties under an existing commercial agreement or a commercial agreement in the process of being executed.

4. Authorized persons and legal persons in a control relationship with them referred to in paragraph 2 shall publish, from the time the performance of the specific engagement started and in accordance with the procedures and time limits referred to in paragraphs 2 and 3 respectively, all written recommendations whose content exceeds 300 words and whose distribution began in the three months preceding the start of the performance of the engagement.

5. Issuers of financial instruments and legal persons in a control relationship with them, other than authorized persons, who produce or disseminate written recommendations concerning the issuer of financial instruments or the instruments themselves shall publish such recommendations contemporaneously with the start of their distribution, in the ways laid down Chapter I ^¹¹⁶ .

6. Where the following conditions occur simultaneously:

a) the presence of rumours regarding the content of a recommendation attributed to one of the persons referred to in paragraph 1;

b) a significant variation in the market price of the financial instruments covered by the recommendation compared with the last price of the previous day and/or in the volume of trading in such financial instruments compared with that of the previous day;

c) the distribution of the recommendation has already begun,

qualified parties and corporate bodies which have a relationship of control with the same, at Consob’s request, shall immediately publish the recommendation in question in one of the ways laid down in paragraph 2 ^¹¹⁷.

7. The transmission of recommendations and sending of notices to the market management company referred to in paragraph 2 shall take place in accordance with the technical methods the latter specifies.

Section III ^¹¹⁸
Credit ratings

Article 69 decies
(Applicable provisions)

1. Authorised persons and other persons who produce or disseminate credit ratings on a professional basis, excluding credit rating agencies, shall, when undertaking such activities, comply with the requirements set out in Articles 69, 69 bis, 69 ter, subparagraphs a), b), d), e) and f), 69 quater, 69 quinquies, paragraphs 1, 2, subparagraph a), and 3, 69 sexies and 69 septies ^¹¹⁹.

Section IV ^¹²⁰
Information on extraordinary transactions

Article 70 ^¹²¹
(Mergers, spin-offs and share capital increases by way of the conferral of assets in kind)

1. Issuers of shares, at least thirty days before the shareholders’ meeting convened to approve a merger or a spin-off, shall make the documentation referred to in Articles 2501 septies, points 1) and 3), 2506 bis and 2506 ter of the Italian Civil Code available to the public at their registered office in accordance with the formalities indicated in Chapter I ^¹²².

2. The report of the board of directors referred to in Articles 2501-septies and 2506-ter of the Italian Civil Code shall be prepared in accordance with the general criteria set out in Annex 3A.

3. Issuers of shares, at least fifteen days before the shareholders’ meeting convened to approve an increase in capital by way of a contribution in kind, shall make the report of the board of directors referred to in paragraph 6 of Article 2441 of the Italian Civil Code, drawn up in accordance with the general criteria specified in Annex 3A, the report of the auditing firm on the fairness of the issue price of the shares and the valuation report referred to in Article 2440 of the Italian Civil Code available to the public at their registered office in accordance with the formalities indicated in Chapter I ^¹²³.

4. In the event of significant mergers, spin-offs or increases in capital by way of contributions in kind, identified on the basis of general criteria laid down in advance by Consob, or at the latter's request, in relation to the characteristics of the operation, issuers shall make an information document prepared in conformity with Annex 3B available to the public at their registered office in accordance with the formalities indicated in Chapter I at least ten days before the day set for the shareholders’ meeting ^¹²⁴.

5. Where the transactions referred to in the preceding paragraphs are voted on by bodies other than the shareholders’ meeting pursuant to Articles 2365, second paragraph, 2505, second paragraph, 2505-bis, second paragraph, 2506-ter and 2443, paragraphs 2 and 3, of the Italian Civil Code:

a) the documents referred to in paragraphs 1 and 2 that the Italian Civil Code requires to be made available to shareholders before the vote by the competent body shall be made available to the public at the registered office in accordance with the formalities indicated in Chapter I within the time limits specified by the Italian Civil Code;

b) the information document referred to in paragraph 4 shall be made available to the public at the registered office in accordance with the formalities indicated in Chapter I within fifteen days of the vote by the competent body;

c) the minutes of the resolutions passed shall be made available to the public ^¹²⁵at the registered office in accordance with the formalities indicated in Chapter I at the same as the application is made for entry in the company register referred to in Article 2436, first paragraph, of the Italian Civil Code. ^¹²⁶

5 bis. Article 65 bis, paragraph 2 shall apply to the disclosure of the information envisaged in the previous paragraphs ^¹²⁷ .

Article 70 bis ^¹²⁸
(Assets allocated to a specific business project)

1. Issuers of shares shall make the minutes of resolutions establishing pools of assets allocated to a specific business project available to the public at their registered office in accordance with the formalities indicated in Chapter I at the same time as the application is made for entry in the company register referred to in Article 2436, first paragraph, of the Italian Civil Code ^¹²⁹.

2. If transactions referred to in the previous paragraph are approved by the shareholders’ meeting, issuers of shares shall make the report of the board of directors with the information provided for in Articles 2447-ter, first paragraph, and 2447-novies, fourth paragraph, of the Italian Civil Code available to the public at their registered office in accordance with the formalities indicated in Chapter I at least fifteen days before the date set for the meeting ^¹³⁰.

3. Such issuers shall make the documentation referred to in Article 2447-novies, first paragraph, of the Italian Civil Code available to the public at their registered office in accordance with the formalities indicated in Chapter I at the same time as it is filed with the company register ^¹³¹.

4. Such issuers shall also make the contract referred to in Article 2447-bis, first paragraph, subparagraph b), of the Italian Civil Code available to the public at their registered office in accordance with the formalities indicated in Chapter I at the same time as the application is made for entry in the company register referred to in Article 2447-decies, third paragraph, subparagraph a), ^¹³² of the Italian Civil Code.

4 bis. Article 65 bis, paragraph 2 shall apply to the disclosure of the information envisaged in the previous paragraphs ^¹³³

Article 71
(Acquisitions and disposals)

1. In the event of significant acquisitions or disposals, identified on the basis of general criteria laid down in advance by Consob, or at the latter's request, and in relation to the characteristics of the operation, issuers of shares shall make an information document prepared in conformity with Annex 3B available to the public at their registered office in accordance with the formalities indicated in Chapter I within fifteen days of the conclusion of the operation. Article 65 bis, paragraph 2 shall apply. ^¹³⁴

Article 71 bis ^¹³⁵
(Transactions with related parties)

1. In the event of transactions with related parties, including those concluded via subsidiaries, that, in view of the financial instruments involved, the consideration or the manner or time of their conclusion, may affect the security of the company’s assets or the completeness and correctness of information on the issuer, including that of an accounting nature, issuers of shares shall make an information document prepared in conformity with Annex 3B available to the public. This obligation shall not apply where the information has been included in the press release, if any, issued in accordance with the formalities indicated in Chapter I or in the information document referred to in Articles 70 and 71 ^¹³⁶.

2. The information document shall be deposited at the registered office and with the market management company not later than fifteen days from the conclusion of the transaction. The fact that the document has been deposited shall be announced immediately by means of a notice published in at least one daily newspaper having a national circulation.

3. Revoked. ^¹³⁷

Article 72 ^¹³⁸
(Other amendments to the Articles of Association and issue of bonds) ^¹³⁹

1. Issuers of shares, at least fifteen days before the shareholders’ meeting convened to approve amendments to the Articles of Association different from those referred to in other provisions of this section or the issue of bonds, shall make the report of the board of directors prepared in accordance with Annex 3A available to the public at their registered office in accordance with the formalities indicated in Chapter I ^¹⁴⁰.

2. Such issuers, on the occasion of increases in share capital with the exclusion or limitation of pre-emptive rights pursuant to Article 2441, last part of the fourth paragraph and fifth paragraph, of the Italian Civil Code, shall also make the report of the auditing firm on the correspondence between the issue price and the market price of the shares or the opinion of the auditing firm on the fairness of the issue price of the shares available to the public at their registered office in accordance with the formalities indicated in Chapter I within the time limit referred to in paragraph 1 ^¹⁴¹.

3. On the occasion of optional conversions of shares of one class into shares of another class, issuers shall make available to the public at their registered office, in accordance with the formalities indicated in Chapter I and, via the central securities depository in the manner it shall establish, at the depositories, not later than the trading day preceding the start of the conversion period, the report of the board of directors supplemented by the information needed for the conversion. The depositories, via the central securities depository, shall communicate the requests for conversion daily to the market management company, which shall make them public on its website. Within ten days of the end of the conversion period, the issuer shall announce the results of the conversion by means of a notice disclosed in accordance with the formalities indicated in Chapter I ^¹⁴² .

4. On the occasion of mandatory conversions of shares of one class into shares of another class, issuers shall announce the date on which the conversion will take place not later than the trading day preceding such date in accordance with the formalities indicated in Chapter I ^¹⁴³.

5. Where the transactions referred to in paragraphs 1 and 2 are voted on by bodies other than the shareholders’ meeting pursuant to Articles 2365, second paragraph, 2410, first paragraph, 2420 ter and 2443 of the Italian Civil Code:

b) the minutes of the resolutions passed shall be made available to the public at the registered office in accordance with the formalities indicated in Chapter I at the same as the application is made for entry in the company register referred to in Article 2436, first paragraph, of the Italian Civil Code. ^¹⁴⁴

5 bis. Article 65 bis, paragraph 2 shall apply to the disclosure of the information envisaged in paragraphs 1, 2, 3, first section, and 5 ^¹⁴⁵ .

Article 73
(Purchase and sale of treasury shares)

1. Issuers of shares, at least fifteen days before the shareholders’ meeting convened to approve the purchase or sale of treasury shares, shall make the report of the board of directors prepared in accordance with Annex 3A available to the public at their registered office in accordance with the formalities indicated in Chapter I. Article 65 bis, paragraph 2 shall apply ^¹⁴⁶.

Article 74 ^¹⁴⁷
(Measures pursuant to Article 2446 of the Italian Civil Code)

1. Issuers of shares, at least eight days before the shareholders’ meeting convened to approve measures pursuant to Article 2446 of the Italian Civil Code, shall make the report of the board of directors on the balance sheet prepared in accordance with Annex 3A and the observations of the internal control body available to the public at their registered office in accordance with the formalities indicated in Chapter I ^¹⁴⁸.

2. Where the decision to reduce the capital falls within the scope of the authority of bodies other than the shareholders’ meeting pursuant to Article 2446, second and third paragraphs, issuers of shares, shall make the minutes of the resolutions passed available to the public at their registered office in accordance with the formalities indicated in Chapter I at the same as the application is made for entry in the company register referred to in Article 2436, first paragraph, of the Italian Civil Code ^¹⁴⁹.

2 bis. Article 65 bis, paragraph 2 shall apply to the disclosure of the information envisaged in the previous paragraphs ^¹⁵⁰.

Article 75 ^¹⁵¹
(Issuers securities not including shares) ^¹⁵²

1. Articles 70.1, 70.2, 70.5 and 72 shall apply to issuers of securities not including shares on the occasion of mergers, spin-offs and other amendments to the Articles of Association likely to affect the rights of the holders of such instruments ^¹⁵³.

2. Article 70-bis shall apply to such issuers on the occasion of transactions carried out pursuant to Article 2447-bis of the Italian Civil Code. ^¹⁵⁴

Article 76
(Public notices)

1. The notice convening the shareholders’ meeting shall contain the information that the documentation referred to in Articles 70, 70-bis, 72, 73, 74 and 75 will be published within the time limits provided for in such articles and specify that shareholders may obtain a copy at their expense. ^¹⁵⁵

2. …revoked… ^¹⁵⁶ .

Section V ^¹⁵⁷
Periodic information

Article 77
(Annual financial statements)

1. Issuers of securities, within one day of the approval of the company annual financial statements, shall make the following information available to the public at their registered office in accordance with the formalities indicated in Chapter I:

a) the documents envisaged by Article 154 ter, paragraph 1 of the Consolidated Law;

b) the report of the Board of Statutory Auditors envisaged by Article 153 of the Consolidated Law and the approval of minutes of the shareholders’ meeting or the supervisory board; where the minutes are not available within one day of the shareholders’ or supervisory board meeting, they shall be made available to the public within fifteen days.

2. the same issuers, within one day of the approval of the financial statements, make the following available at the registered offices:

a) an integral copy of the annual financial statements of subsidiary companies or the summary document provided for in Article 2429 of the Italian Civil Code;

b) the summary document showing the essential data of the latest annual financial statements of associate companies.

3. Where the shareholders’ meeting or the meeting of the supervisory board approves amendments to the company annual financial statements, the amended annual financial statements shall be made available to the public at the registered office in accordance with the formalities indicated in Chapter I within three days of the meeting.

4. Where the company annual financial statements are not approved, the minutes of the shareholders’ or supervisory board meeting that did not approve them shall be made available to the public within fifteen days of the meeting in the manner provided for in paragraph 1 ^¹⁵⁸.

Article 78 ¹⁵⁹
(Notes to the financial statements)

1. The share issuers point out, in the notes to the balance sheet, subjectively and according to the criteria established in Annexe 3C, the emoluments to the members of the administration and control bodies and general management, in whatever right and in whatever form, as well as from controlling companies. The reimbursements paid to the executives with strategic responsibility, in whatever right and in whatever form, as well as from controlling companies, are indicated on an aggregate level.

1-bis. The share issuers shall point out, in the notes to the balance sheet, any transactions undertaken to promote the purchase or subscription of shares pursuant to Article 2358, paragraph 3, of the Italian Civil Code, describing them in a manner that facilitates the reconciliation between the financial statement figures relating to any credits granted and to the guarantees provided ^¹⁶⁰.

Article 79
(Management Report)

1. The share issuers, in the management report, indicate with the criteria established in the Annexe 3C, the retained holdings of the issuers themselves and of the companies controlled by them, by the members of the administration and control bodies, of the general management and by the executives with strategic responsibility as well as of their not legally separated partners and of their underage children, directly or via controlled companies, by trust companies or through a third person, recorded in the shareholders register, form received communications and from other information acquired from the same members of the administration and control bodies, from general management and the executives with strategic responsibility. ^¹⁶¹

Article 80
(Opinion of the internal control body on the granting of the audit appointment)

…omissis… ^¹⁶²

Article 81
(Half-year financial reports)

1. In pursuance of Article 154 ter, paragraph 4 of the Consolidated Law, issuers of shares shall provide analytical information in the interim management report:

a) on the individual transactions with related parties concluded during the relevant period which have significantly influenced the balance sheet or the results of the issuer; and

b) on any change or development in the transactions with related parties described in the previous reports which could have a significant effect on the balance sheet or the results of the company.

2. Issuers of securities make the documents envisaged in Article 154 ter, paragraph 2 of the Consolidated Law available to the public at the registered offices, in accordance with the formalities indicated in Chapter I. ^¹⁶³

Article 81-bis
(Half-year reports - transitory regime)

Revoked. ^¹⁶⁴

Article 81-ter ¹⁶⁵
(Certification of the annual financial statements,

the consolidated financial statements and the half year abridged financial statements) ¹⁶⁶

1. The administrative bodies and the manager responsible for the drawing up of the company’s financial reports shall provide the certification required by Article 154-bis, paragraph 5 of the Consolidated Law in accordance with the formats specified in Annex 3C-ter ^¹⁶⁷.

Article 82 ^¹⁶⁸
(Interim management reports) ^¹⁶⁹

1. Issuers of shares shall make the documents envisaged in Article 154 ter, paragraph 5 of the Consolidated Law available to the public at their registered office, in accordance with the formalities indicated in Chapter I ^¹⁷⁰.

2. …revoked… ^¹⁷¹

Article 82-bi s
(Quarterly reports - transitory regime)

…revoked… ^¹⁷²

Article 83
(Exemptions)

1. The provisions of this section shall not apply to:

a) the state, regions and local bodies, international public bodies to which at least one EU member nation belongs to, the European Central Bank and the national central banks of the member nations, irrespective of the securities issued;

b) issuers whose home member nation is Italy, which exclusively issue debt securities listed on an organized market whose unit par value comes to at least 50,000 euros, or an equivalent value in the event of currencies other than the euro ^¹⁷³ .

Section VI ^¹⁷⁴
Other information

Article 83 bis
(Information on the amendment of rights)

1. Issuers of shares shall promptly publish, by means of the formalities indicated in Chapter I, any change in the rights pertaining to the various categories of shares listed on an organized market, including the changes in the rights pertaining to derivatives issued by said issuer and which provide the right to subscribe, purchase or sell the shares of said issuer or the return is linked to these shares.

2. Issuers of securities not including shares shall promptly publish, by means of the formalities indicated in Chapter I, any change in the rights of the holders of these securities not including shares, including the changes in the conditions relating to the same which may indirectly prejudice these rights, in particular following a change in the conditions relating to the loan or in the interest rates.

3. Issuers of securities shall promptly publish, by means of the formalities indicated in Chapter I, the new loan issues and in particular, the secured and unsecured guarantees which assist them.

4. Without prejudice to the matters envisaged by way of implementation of EU Directive 2003/6, paragraph 3 shall not apply to international public bodies to which at least one member nation belongs ^¹⁷⁵ .

Article 84
(Information on the exercise of rights)

1. The parties indicated in Article 92, paragraph 2 of the Consolidated Law shall provide the public, in accordance with the formalities indicated in Chapter I, with the information needed to enable holders of their financial instruments to exercise their rights, guaranteeing that the same are available in the home member nation or the member nation where the financial instruments are listed on an organized market and maintaining their integrity.

2. Without prejudice to the matters laid down by Article 76 of this Regulation and by Article 2366 of the Italian Civil Code, issuers of shares shall publish notices calling shareholders’ meetings in accordance with the formalities indicated in Chapter I and shall include in the same the provisions of the Articles of Association pertinent for the purpose of attendance at meetings and the information on the total number of shares and voting rights and on the conditions envisaged for attending the meeting, including therein the indications concerning the formalities by means of which each individual with the right to vote during shareholders’ meetings may get hold of a proxy form.

3. Issuers of shares, by means of resolution adopted by the shareholders’ meeting, may envisage that, for the forwarding of the information to the shareholders, also via depository intermediaries, electronic mediums are used, provided that such communication methods are disciplined in observance of the following conditions at least:

a) the use of the electronic mediums does not depend in any way on the location of the registered offices, the domicile or the residence of the shareholder or the individuals or corporate bodies who have the right to exercise the voting rights;

b) systems are set up for identification, so that the shareholders or the individuals or corporate bodies who have the right to exercise the voting rights or impart related instructions are effectively informed;

c) the shareholders or the individuals or corporate bodies who have the right to purchase, sell or exercise the voting rights are contacted in writing so as to request their consent for the use of the electronic mediums for the transmission of the information; if they do not express any objections within a reasonable period of time, their consent can be considered to be given. Consent may be revoked at any time;

d) any allocation of costs associated with the transmission of this information by means of electronic mediums, is established by the issuer on an equal treatment basis as per Article 92 of the Consolidated Law.

4. The fulfilments pursuant to paragraph 3, subparagraphs b) and c) shall be seen to by the issuer also by means of depository intermediaries.

5. In the event that only some of the parties indicated in paragraph 3, subparagraph c) have given their consent to the use of the electronic communication mediums or this consent has subsequently been revoked, the information pursuant to paragraph 2 shall also be included in the notice of calling published as per Article 2366 of the Italian Civil Code.

6. With regard to the transmission of the information to holders of debt securities, the issuers who have Italy as their home member nation may use electronic mediums, provided that the decision is made during the special shareholders’ meeting of the holders of these securities, at least in observance of the conditions indicated in paragraphs 3 and 4.

7. If the debt securities have a unit par value of at least 50,000 euros, or in the event of debt securities in currencies other than the euro, a unit value at least equivalent to 50,000 euros, in relation to the special shareholders’ meeting of the holders of these securities, the issuer can choose any EU member nation as the place of calling, provided that all the instruments and the information necessary for permitting said holders to exercise their rights are available in that nation ^¹⁷⁶ .

Article 84 bis ¹⁷⁷
(Information on the assignment of financial instruments to corporate officers, employees and collaborators)

1. Issuers of financial instruments with registered offices in Italy shall draft an information document in compliance with the specifications provided in Annex 3A, Schedule 7, at least fifteen days prior to the date set for the ordinary shareholders’ meeting called to approve the compensation schemes provided for in Article 114-bis of the Consolidated Law. The issuers shall disclose the information document to the public within said time-limit by:

a) making it available at their registered office;

b) sending it out in the manner specified in Chapter I; Article 65 bis, paragraph 2 shall apply;

c) publishing it on their internet site, for a period of time equal to the duration of the schemes ^¹⁷⁸ .

2. For the purposes of the implementation of this Article and Annex 3A, Schedule 7, the schemes of major significance referred to in Article 114 bis, paragraph 3 of the Consolidated Law shall mean those relating to share issuers that include amongst their beneficiaries:

a) the persons specified in Article 152 sexies, paragraph 1, subparagraphs c)-c.1, except for the members of the control bodies, and c.2 of the share issuer;

b) the persons specified in Article 152 sexies, paragraph 1, subparagraphs c)-c.3, except for the members of the control bodies of the companies controlled by the share issuer;

c) the members of the board of directors or of the managing board and the persons performing the role of management in the companies controlled by the share issuer;

d) the natural persons controlling the share issuer, whether they are employees of the issuer or collaborators that are not connected to the share issuer through a subordinated employment relationship.

3. The issuers of financial instruments with registered offices in Italy shall inform the public, without delay and in the manner established in paragraph 1, subparagraph b) and in Chapter I, of the resolutions submitted by the relevant body for the approval of the compensation schemes by the shareholders’ meeting. If said resolutions constitute inside information pursuant to Article 114, paragraph 1 of the Consolidated Law, the public shall be informed by means of a specific notification containing at least:

a) the description of the recipients in the form provided for in Annex 3A, Schedule 7, paragraph 1;

b) the essential elements relating to the characteristics of the financial instruments on which the compensation schemes are based, as specified in Annex 3A, Schedule 7, paragraph 4;

c) a summary description of the reasons for the schemes ^¹⁷⁹.

4. Share issuers, on the basis of the notifications received pursuant to Article 114, paragraph 2 of the Consolidated Law, shall inform the public, in the manner established by paragraph 1, subparagraph b) and in Chapter I, about compensation schemes based on financial instruments, resolved by subsidiary companies in favour of members of its board of directors or managing board or persons performing the role of management in said subsidiary company or in other controlling or controlled companies, if said resolution constitutes inside information pursuant to Article 114, paragraph 1 of the Consolidated Law. The notification disclosed to the public shall contain at least the information provided for in paragraph 3 ^¹⁸⁰.

5. The issuers of financial instruments with registered offices in Italy shall inform the public, without delay and in the manner established in Chapter I and in paragraph 1, subparagraph b), about:

a) the decisions of the competent body concerning the implementation of compensation schemes based on financial instruments approved by the shareholders’ meeting of said issuer, including the information specified in Annex 3A, Schedule 7, for the matters decided over and table no. 1 provided in paragraph 4.24 of Annex 3A, Schedule 7, compiled on the basis of the criteria specified therein;

b) the adjustments made following corporate actions involving equity and other transactions that lead to a change in the number of the financial instruments underlying the options, as specified in Annex 3A, Schedule 7, paragraph 4.23, including the corrected figures in table 1 provided in paragraph 4.24 of Annex 3A, Schedule 7.

Article 65 bis, paragraph 2 shall apply ^¹⁸¹.

6. Share issuers shall, in the same manner, provide the information specified in paragraph 5, subparagraphs a) and b), concerning the compensation schemes resolved by subsidiary companies, already disclosed pursuant to paragraph 4.

Article 85
(Minutes of shareholders' meetings)

1. The data and information provided for in Annex 3E shall be included in the minutes of ordinary and extraordinary shareholders' meetings of issuers of securities or attached thereto as an integral part thereof ^¹⁸².

Article 86
(Reciprocal holdings)

1. Issuers of shares, within thirty days of the conclusion of agreements referred to in Article 121.2 of the Consolidated Law, shall make such agreements and the minutes of the shareholders' meeting that approved them available to the public at their registered office in accordance with the formalities envisaged by Chapter I, Article 65 bis, paragraph 2 shall apply ^¹⁸³.

Article 87
(Disclosures of purchases and sales of financial instruments)

1. The issuers of shares or closed-end fund management companies whose holdings are listed on organized markets shall inform the public and Consob, in the ways and within the time limits established in Annex 3F, of transactions specified therein involving their own financial instruments carried out by them or by companies they control directly or indirectly or by persons engaged by them for that purpose. ^¹⁸⁴

Article 87-bis
(Disclosures of share buybacks)

1. Public disclosures provided for in Chapter II of Commission Regulation (EC) 2273/2003 shall be made in accordance with the methods specified in Chapter I of this Regulation. ^¹⁸⁵

Article 88
(Equivalence of information)

… revoked… ^¹⁸⁶

Article 89
(Offering of option rights)

1. Issuers of shares shall publish, in accordance with the formalities indicated in Chapter I and in due time with respect to the start of the offering, a press release specifying the number of unexercised pre-emption rights to be offered on the stock exchange pursuant to the third paragraph of Article 2441 of the Italian Civil Code and the dates of the sessions in which the offering will be made ^¹⁸⁷.

Article 89 bis
(Information on compliance with codes of conduct)

1. Issuers of securities shall annually publish the information relating to compliance with codes of conduct indicated in Article 123 bis, paragraph 2, subparagraph a) of the Consolidated Law.

2. The information indicated in paragraph 1 shall be included in full in the section of the report on operations indicated in Article 123 bis, paragraph 1 of the Consolidated Law, or in a separate report approved by the management body and published jointly with the report on operations or by means of reference in the report on operations indicating where this document is available to the public in the company’s internet site.

3. The issuers indicated in paragraph 1 disclose the information indicated in the same provision to the management company or to the trade association of the operators which furthers the code of conduct to which the report refers, by the fifth working day from publication of the same.

4. The issuers indicated in paragraph 1, that have not complied with or do not intent to comply with the codes of conduct shall provide notification of such in accordance with the formalities indicated in paragraph 2 ^¹⁸⁸.

Article 89 ter
(Publication of the codes of conduct)

1. The trade associations for the operators shall, within the fifth working day after the approval of the code, transmit to Consob and to the management companies of the Italian regulated markets in which the shares issued by the companies adhering to the codes of conduct are listed:

a) information on the association’s degree of representativeness in relation to the category of operators involved;

b) a summary description of the code’s content;

c) the complete text of the code.

2. The management companies shall, within the fifth working day after the approval of the code, transmit to Consob and to the other management companies of the Italian regulated markets in which the shares issued by the companies adhering to the codes of conduct are listed:

a) a summary description of the code’s content;

b) the complete text of the code.

3. On the basis of the notifications received pursuant to Article 89-bis, paragraph 4, the trade associations for the operators and the management companies shall promptly provide the management companies of the Italian regulated markets in which their shares are listed with a list of the companies adhering to the codes of conduct.

4. The management companies and the trade associations for the operators shall promptly publish the information transmitted pursuant to paragraphs 1, 2 and 3 and the reports received pursuant to Article 89-bis, paragraph 4, in a specific section of their internet site.

5. Within the fifth working day of each month, the management companies and the trade associations for the operators issuing codes of conduct shall notify any changes made in the previous month, in the manner specified in paragraphs 1 and 2.

6. The management companies shall publish the information received pursuant to paragraphs 1, 2 and 5, including by means of a hypertext link to the section of the internet site referred to in paragraph 4, as well as the updated list of companies adhering to the codes of conduct, within five working days of their receipt, in a specific section of their internet site ^¹⁸⁹.

Section VI-bis ^¹⁹⁰
Checking the information provided to the public

Article 89 quarter
(Criteria for examining the information disclosed by financial instrument issuers) ^¹⁹¹

1. Without prejudice to the exercise of the powers in relation to company information provided for in Chapter I, Title III, Part IV, of the Consolidated Law, Consob shall perform checks of the financial information contained in the documents made public by the issuers indicated in Article 118 bis of the Consolidated Law under the law on a sample basis, in accordance with the relevant standards issued by the CESR ( Committee of European Securities Regulators) ^¹⁹².

2. The total number of listed issuers whose documents shall be checked, no less than a fifth of the issuers themselves, will be determined annually by considering the risks to the accuracy and completeness of the information provided to the market, as well as the need to supervise the overall information provided by the issuers.

3. In order to determine the risk Consob shall establish its representative parameters every year by specific resolution, also taking into account:

a) the operating, cash flow and financial data of the companies involved;

b) the reports received by the issuer’s control body and auditor;

c) the trading in the securities;

d) the significant information received from other administrations or persons concerned.

4. In order to account for the need to check listed issuers for whom there is no significant risk pursuant to paragraph 3, the resolution referred to therein shall establish the criteria on the basis of which a share of no more than a fifth of the total number of the issuers referred to in paragraph 2 shall be determined taking into account random selection models.

Chapter III
Disclosure to Consob

Section I
Information on extraordinary transactions

Article 90 ^¹⁹³
(Mergers, spin-offs and share capital increases by way of the conferral of assets in kind)

1. Issuers of shares shall send Consob:

a) the report of the board of directors at least thirty days before that set for the shareholders' meeting convened to approve the merger, spin-off, or, if earlier, not later than the day on which the decision is taken to convene the shareholders' meeting, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^¹⁹⁴;

a bis) the report of the board of directors on share capital increases by means of the conferral of assets in kind at least thirty days before that set for the shareholders' meeting convened to approve this transaction, or, if earlier, not later than the day on which the decision is taken to convene the shareholders' meeting, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^¹⁹⁵;

b) the additional documentation referred to in Articles 2501 septies, points 1) and 3), 2506 bis and 2506 ter of the Italian Civil Code at least thirty days before that set for the shareholders' meeting, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^¹⁹⁶;

c) the report of the auditing firm on the fairness of the issue price of the shares and the valuation report referred to in Article 2440 of the Italian Civil Code at least fifteen days before that set for the shareholders' meeting, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^¹⁹⁷;

d) the minutes of the resolutions passed ^¹⁹⁸ within thirty days of the day on which the shareholders' meeting voted, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^¹⁹⁹;

d-bis) the documentation referred to in Article 70.5 contemporaneously with its dissemination to the public, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²⁰⁰;

e) a copy of the merger or spin-off document with an indication of the date of its entry in the Company Register within ten days of the filing provided for in Articles 2504 and 2506 ter of the Italian Civil Code by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²⁰¹;

f) the amended Articles of Association, within thirty days of its being filed with the Company Register, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²⁰².

2. Issuers of shares shall send the information document provided for in Article 70.4 to Consob by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²⁰³.

Article 90 bis ^²⁰⁴
(Assets allocated to a specific business project)

1. Issuers of shares shall send Consob:

a) the minutes of the resolutions referred to in Article 70-bis, paragraph 1,by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²⁰⁵;

b) in the case provided for in Article 70-bis, paragraph 2, the report of the board of directors containing the information referred to in Articles 2447-ter, paragraph 1, and 2447-novies, paragraph 4, of the Italian Civil Code at least thirty days before that set for the shareholders'meeting, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²⁰⁶;

c) the documentation referred to in Article 2447-novies of the Italian Civil Code, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²⁰⁷;

d) the contract referred to in Article 2447-bis, paragraph 1b), of the Italian Civil Code b y means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3. ^²⁰⁸

Article 91
(Acquisitions and disposals)

1. Issuers of shares shall send the information document prepared in accordance with Article 71 to Consob by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²⁰⁹.

Article 91 bis
(Transactions with related parties)

1. Issuers of shares shall send the information document prepared in accordance with Article 71-bis to Consob contemporaneously with its dissemination to the public. ^²¹⁰

Article 92 ^²¹¹
(Other amendments to the Articles of Association, issues of bonds and interim dividend payments) ^²¹²

1. Issuers of shares shall send Consob:

a) the report of the board of directors at least thirty days before the day set for the shareholders' meeting convened to approve amendments to the Articles of Association different from those referred to in other provisions of this section or the issue of bonds or, if earlier, not later than the day on which the decision is taken to convene the shareholders' meeting, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²¹³;

b) the documentation provided for in Article 72.2, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²¹⁴;

c) the minutes of the resolutions passed ^²¹⁵ within thirty days of the day on which the shareholders' meeting voted, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²¹⁶;

d) the amended Articles of Association within thirty days of its being filed with the Company Register, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²¹⁷.

e) the documentation referred to in Article 72.5 ^²¹⁸ by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²¹⁹;

f) decisions to distribute interim dividends within thirty days of the meeting of the board of directors, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²²⁰.

Article 93 ^²²¹
(Purchase and sale of treasury shares)

1. Issuers of shares that have convened a shareholders' meeting to approve the purchase or sale of treasury shares shall send Consob:

a) the report of the board of directors, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²²²;

b) the minutes of the shareholders' meeting within thirty days thereof, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure. ^²²³

Article 94 ^²²⁴
(Measures pursuant to Article 2446 of the Italian Civil Code)

1. Issuers of shares that have convened a shareholders' meeting pursuant to Article 2446 of the Italian Civil Code shall send Consob:

a) the report of the board of directors with the observations of the internal control body, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²²⁵;

2. In the cases referred to in Article 74.2, issuers of shares shall send Consob the minutes of the resolutions passed, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²²⁷ .

Article 95
(Issuers of securities (not including shares) ^²²⁸

1. Issuers of securities not including shares shall comply with Articles 90.1, 90 bis and 92 on the occasion of transactions referred to in Article 75. ^²²⁹

2. Issuers of bonds convertible into shares not admitted to listing on organized markets issued by a third party shall send Consob the information on the third-party issuer contemporaneously with its dissemination to the public ^²³⁰.

Section II
Periodic information

Article 96
(Periodic disclosures)

1. Issuers of shares shall send Consob, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3:

a) the documentation provided for in Article 77.1a) and 77.1b);

b) the documentation provided for in Article 154 ter, paragraphs 2 and 5 of the Consolidated Law ^²³¹.

Article 97
(Issuers of securities (not including shares)

1. Issuers of securities other than shares shall forward Consob, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3, the documentation referred to in Article 96.1a) and that envisaged by Article 154 ter, paragraph 2 of the Consolidated Law.

2. Issuers of bonds convertible into shares not listed on organized markets, issued by a third party shall send Consob the information on the third-party issuer contemporaneously with its dissemination to the public by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²³²

Section III
Other information

Article 98 ^²³³
(Changes in share capital)

1. Issuers of shares, on the occasion of changes in their share capital, shall disclose the amount of the share capital and the number and classes of shares into which it is divided:

a) the public, by means of the formalities as per Chapter I, and

b) to Consob, by means of the Remote collation system, in accordance with the specific methods indicated by the same in its disclosure ^²³⁴

1 bis. The disclosure pursuant to paragraph 1 shall be made not later than the day following:

a) the filing with the Company Register of the certificate of increase in capital provided for in the third paragraph of Article 2420-bis and the first paragraph of Article 2444 of the Italian Civil Code;

b) the day on which the resolution to reduce the capital may be implemented pursuant to the third paragraph of Article 2445 of the Italian Civil Code;

c) the date from which the merger or spin-off produces its effects pursuant to Articles 2504 bis and 2506 quater of the Italian Civil Code ^²³⁵.

2. The notification shall be made within five days of the entry in the company register:

a) of a resolution to increase the capital pursuant to Article 2442 of the Italian Civil Code or to reduce the capital to cover losses;

b) of resolutions passed by the general and special meetings of shareholders to carry out the mandatory conversion of shares of one class into shares of another class.

3. In the event of other changes in capital, the notification shall be sent not later than the day following the filing, pursuant to the sixth paragraph of Article 2436 of the Italian Civil Code, of the amended Articles of Association. ^²³⁶

Article 98 bis ^²³⁷
(Financial instruments envisaged by Article 2351.5, of the Italian Civil Code)

1. On the occasion of the issue of financial instruments to which the appointment of a member of the board of directors or of the internal control body is reserved pursuant to Article 2351, paragraph 5, of the Italian Civil Code, issuers of shares shall notify the number and categories of financial instruments issued and the aggregate amount of financial instruments of the same category in circulation to the public and to Consob in accordance with the formalities pursuant to Chapter I. The notification shall be sent no later than the day following the issue. ^²³⁸

Article 99
(Reciprocal holdings)

1. Issuers of shares shall send Consob the documentation provided for in Article 86, by means of linking up with the authorized storage device pursuant to Article 65 septies, paragraph 3 ^²³⁹.

Article 100
(Composition of boards of directors and internal control bodies, general managers)

1. Issuers of shares shall inform Consob of changes in the composition of their boards of directors and internal control bodies and in the position of general manager, if applicable, within five trading days of their occurring, in accordance with the form filled in according to the instructions contained in Annex 3H and forwarded by means of the Remote collation system, in accordance with the specific methods indicated by the Consob in its disclosure. ^²⁴⁰

Article 101
(Disclosures of purchases and sales of financial instruments)

… revoked… ^²⁴¹

Chapter IV ^²⁴²
Collective investment undertakings listed on an organized market

Article 102
(Information on significant events and circumstances
relating to closed-end collective investment undertakings)

1. For each closed-end fund listed with its consent on an organized market in Italy, the asset management companies and the parties which control them shall observe the provisions of Chapter I and Chapter II, Section I of this Title, with the exception of Article 68, as well as the provisions of Title VII

2. The provisions indicated in Article 113, with the exception of Article 68, shall apply to issuers of shares or units in foreign closed-end collective investment undertakings, whose shares or units are listed on an organized market in Italy, which is the only host member nation, and not in the home member nation, and the parties which control them.

3. Articles 66, 66 bis and 67 shall also apply with reference to closed-end collective investment undertakings in relation to which a request for listing on an organized market in Italy has been presented.

4. The parties pursuant to paragraphs 1 and 2 shall disclose the information, deeds or documents pursuant to Article 26, paragraph 1 and the resolutions adopted by the general meeting of the fund participants on the related matters, by means of divulgation of an announcement using the methods indicated in Chapter I of this Title. Article 84 shall apply with reference to the information on the exercise of the rights of the participants of the closed-end collective investment undertakings ^²⁴³.

Article 103
(Periodic information and other information on closed-end collective investment undertakings)

1. Asset management companies, not later than the day following their approval, shall make the annual statement of operations, accompanied by the directors’ report, and half-year report of each closed-end fund they manage, whose units are listed on an organized market in Italy, available to the public at their registered office by means of the formalities indicated in Chapter I²⁴⁴.

2. Issuers of shares or units in foreign closed-end collective investment undertakings, whose home member nation is Italy in accordance with Article 1, paragraph 1, subparagraph w quater, numbers 3 and 4 of the Consolidated Law, shall provide the public – in accordance with the formalities and time limits indicated by the previous paragraph – with the annual financial report and the half year report envisaged by the respective national legal systems, without prejudice to the matters envisaged by the Bank of Italy by way of implementation of Article 42, paragraph 6 of the Consolidated Law.

3. The parties pursuant to the previous paragraphs shall provide the public - at the registered offices and using the methods indicated in Chapter I – with the document envisaged by Article 154 ter, paragraph 5 of the Consolidated Law, describing the particularly important events for the collective investment undertakings which have occurred during the reference period and any effects they have had on the composition of the investments and, insofar as it is possible, on the economic result.

4. Article 65 bis, paragraph 2 shall apply to the disclosure of the information envisaged in paragraphs 1 and 3.

5. The parties pursuant to the previous paragraphs shall observe Article 15, paragraph 2 and shall also post on their websites and constantly update the following in a manner permitting the data to be saved in a permanent form:

a) the listing prospectus and any supplements thereto;

b) the references to the general regulations issued by the Bank of Italy concerning investment limits and valuation methods for closed-end collective investment undertakings ^²⁴⁵ ;

6. The parties pursuant to the previous paragraphs shall inform Consob and the public, using the methods and the time limits indicated in Attachment 3F, of the transactions, identified in the same Attachment, which concern shares or holdings in closed-end collective investment undertakings managed, carried out by the same parties or by companies directly or indirectly controlled by the same or by parties specifically appointed for this purpose.

Article 103 bis
( Information on open-end collective investment undertakings)

1. With reference to each open-end collective investment undertaking listed on an organized market in Italy, the asset management companies and the Sicavs, as well as the foreign issuers shall observe Article 15, paragraph 2 and shall also post on their websites and constantly update the listing prospectus and any supplements in a manner permitting the data to be saved in a permanent form ^²⁴⁶ :

2. The information envisaged in Article 19, paragraphs 2 and 3, shall be disseminated by being promptly posted on the websites of the parties referred to in paragraph 1 and made available at the organized market management company and the custodian bank or the party envisaged in the regulations of the Bank of Italy ^²⁴⁷ .

3. The harmonized management companies, with reference to each collective investment undertaking listed on an organized market in Italy, shall observe Article 15, paragraph 2, and shall also post on their websites and constantly update the following documents in a manner permitting the data to be saved in a permanent form:

a) the listing prospectus;

b) the listing document ^²⁴⁸ .

4. The information envisaged by Article 22, paragraph 5 shall be disclosed by means of its prompt communication on the website of the parties indicated in paragraph 3 and made available at the management company of the organized market and the party specified in the Bank of Italy regulations ^²⁴⁹ .

Chapter V ^²⁵⁰
Issuers of financial instruments listed on organized markets other than the stock exchange

Article 104
(Information on significant events)

…revoked…

Article 105
(Extraordinary transactions)

…revoked…

Article 106
(Periodic information)

…revoked…

Article 107
(Other information)

…revoked…

Chapter VI
Issuers of financial instruments widely distributed among the public

Article 108 ^²⁵¹
(Identification of issuers)

1. Issuers shall be considered issuers of widely-distributed financial instruments from the beginning of the financial year following that in which the conditions referred to in Article 2-bis were satisfied until the end of the financial year in which they are found no longer to be satisfied.

1-bis. Issuers of widely-distributed financial instruments shall:

- promptly send Consob the notice specified in Annexes 3G and 3G-bis as soon as the conditions referred to in Article 2-bis are satisfied;

- inform Consob when such conditions are no longer satisfied, providing appropriate documentation.

1-ter. For the purpose of sending the notices referred to in the previous paragraph, issuers shall take account of the entries in the shareholders’ register, the latest approved annual reports, communications received and any other information in their possession.

2. Consob shall publish the updated list of issuers of widely-distributed financial instruments inter alia by electronic forms of dissemination. ^²⁵²

Article 109
(Information on significant events and circumstances)

1. Issuers of widely distributed financial instruments shall publish the information on significant events and circumstances envisaged by Article 114, paragraph 1 of the Consolidated Law:

a) by observing the provisions envisaged by Articles 66, paragraphs 1, 2, subparagraphs a), b) and c), and 3, subparagraphs b), and 66 bis;

b) by means of the formalities indicated in Chapter I or sending the press release to at least two press agencies.

2. The press release shall be forwarded to the authorized storage device as per Article 65 septies, paragraph 2, or - by the following day - published on the website of the issuer of widely distributed financial instruments ^²⁵³

Article 109 bis
(Information on shareholders’ agreements)

1. Issuers of widely distributed shares shall inform the public in the manner provided for in Article 109 of the notification referred to in Article 2341 ter of the Italian Civil Code and provide all the information needed for a thorough evaluation of the agreement.

2. The previous paragraph shall also apply to shareholders’ agreements already disclosed pursuant to Article 2341 ter of the Italian Civil Code before the entry into force of this provision. ^²⁵⁴

Article 110
(Periodic information)

1. Issuers of widely distributed financial instruments shall make the approved annual financial statements, the consolidated financial statements, if prepared, and the independent auditors’ report available to the public by depositing them at their registered office at the same time as they file them with the Company Register pursuant to Article 2435 of the Italian Civil Code. The fact that the deposit has been made shall be announced at the same time by means of a notice disclosed in accordance with the formalities pursuant to Article 109, paragraph 1, subparagraph b) ^²⁵⁵.

2. Issuers of widely distributed shares shall send Consob the documentation referred to in paragraph 1 contemporaneously with its dissemination to the public.

3. Issuers of widely distributed bonds shall send Consob, at its request, the documentation referred to in paragraph 1.

Article 111
(Other information)

1. Issuers of widely distributed financial instruments shall comply with Article 84.1. ^²⁵⁶

1-bis. The provisions of Article 84-bis shall apply to the issuers of widely distributed financial instruments. For the purposes of the implementation of the aforesaid Article, the schemes of major significance referred to in Article 114-bis, paragraph 3 of the Consolidated Law shall mean those in favour of:

a) members of the board of directors or of the management board and the persons who perform the role of management in the issuers of widely distributed shares and in the controlling or the, directly or indirectly, controlled companies;

b) the natural persons controlling the issuer of widely distributed shares, whether they are employees of the issuer or collaborators that are not connected to the latter through a subordinated employment relationship ^²⁵⁷.

2. Issuers of widely distributed shares shall also comply with Article 84.2. ^²⁵⁸

2 bis. Issuers of widely distributed shares shall forward Consob, within thirty days of approval of the financial statement or payment of the dividend, information regarding the name of the shareholders who, on the basis of the updates of the shareholders’ register, invest to an extent greater than 2% of the share capital represented by securities which grant – conditionally or otherwise - voting rights, indicating the number of shares they hold ^²⁵⁹.

Article 111 bis
(Issuers of widely distributed financial instruments, traded on multi-lateral systems)

1. By way of departure to the matters envisaged in Article 109, issuers of widely distributed financial instruments, traded in multi-lateral systems with the consent of the issuer or the majority shareholder shall disclose the information indicated in this Chapter to the public in accordance with the formalities indicated Chapter I ^²⁶⁰ .

Article 111 ter
(Filing of information)

1. Issuers of widely distributed financial instruments shall forward Consob the information indicated in this Chapter at the same time as its disclosure to the public by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure ^²⁶¹

Article 112
(Exemptions)

(1.) …revoked…. ^²⁶²

1. Article 114.1 of the Consolidated Law and Articles 109, 110 and 111 shall not apply to issuers of financial instruments that are also listed on markets of other EU countries or in markets of non-EU countries recognized pursuant to Article 67.2 of the Consolidated Law or to SICAVs. ^²⁶³

Chapter VII
Issuers listed on Italian organized markets ^²⁶⁴

Article 112 bis
(Procedure for disclosing regulated information)

1. The provisions envisaged by Articles 65 bis, 65 ter, 65 quater, 65 quinquies, 65 sexies, 65 octies and 65 novies shall apply to issuers whose securities are listed on an organized market in Italy, which is the only host member nation, but not in the home member nation.

2. With regard to issuers whose securities are listed on an organized market in Italy, which is a host member nation together with other EU member nations, and not in the home member nation, Consob, at the time of listing, establishes – with regard to the provisions in force in other host member nations - the methods for disclosing the information to the public ^²⁶⁵.

Article 113
(Information on significant events and circumstances)

… revoked…. ^²⁶⁶

Article 114
(Extraordinary transactions and other information)

1. Foreign issuers whose financial instruments are listed solely on organized Italian markets shall provide information equivalent to that envisaged in Chapter II, Sections IV and VI, and in Chapter III, Sections I and II of this Title, concerning the corporate system in force in the country where their registered offices are based ^²⁶⁷.

Article 115
(Information divulged abroad)

1. Issuers of financial instruments listed also on organized markets of other EU countries, shall make additional information available to the public in accordance with the formalities envisaged in Chapter I, provided in said countries, if it has not been disclosed in observance of the formalities envisaged by EU directives 2004/109 and 2007/14.

2. Without prejudice to the matters envisaged by paragraph 1, issuers of financial instruments also listed on markets of non-EU countries shall provide the public, using the formalities indicated in paragraph 1, with the additional information provided in these countries if the same is important for the valuation of the financial instruments on the Italian market.

3. The information indicated in paragraphs 1 and 2 is forwarded to Consob at the same time it is disclosed to the public ^²⁶⁸.

Article 116
(Equivalence of the information)

1. At the time of listing, Consob may permit the issuers indicated in Article 1, paragraph 1, subparagraph w quater, number 3 of the Consolidated Law, to refrain from fulfilling the publication and filing obligations with the same in relation to the regulated information envisaged in Chapter II, Sections V and VI, and in Chapter III, Sections II and III, of this Title if it considers the obligations envisaged by regulations in force in the country in which said issuers have their headquarters to be equivalent to those envisaged by Italian law and by this regulation.

2. The disclosure, storage, filing formalities and the discipline of the language established for the publication of the information regulated in Chapter I shall remain unaffected, for the issuers indicated in paragraph 1.

3. Without prejudice to the matters envisaged in Articles 115 and 116 ter, the parties indicated in paragraph 1 shall provide the public – using the formalities indicated in Chapter I – with the information other than that regulated and provided in pursuance of the law of the home nation, if the same may be relevant for the public of the EC.

4. Consob shall carry out the valuations as per paragraph 1 in observance of EU directive 2004/109, EU directive 2007/14, as well as any other execution measure adopted by the European Commission in pursuance of Article 23, paragraphs 4, 5 and 7 of EU directive 2004/109 ^²⁶⁹.

Chapter VII bis ^²⁷⁰
Issuers whose home nation is Italy and whose securities are listed
in another European Union member nation

Article 116 bis
(Fulfilments relating to regulated information)

1. Issuers who have Italy as the home member nation, at the time of listing of their securities on organized markets in other EU member nations and not in Italy, shall provide Consob with information in accordance with the formalities indicated by the same in its disclosure.

2. The issuers indicated in paragraph 1 shall forward the regulated information to the authorized storage device, at the same time as its disclosure to the public, in accordance with the formalities indicated by the manager of the authorized storage device.

3. The parties indicated under paragraph 1 shall forward the regulated information to Consob at the same time as its disclosure to the public, by means of linking up with the authorized storage device.

4. The parties who issue securities in relation to which the first request for listing on organized markets of another member nation has been presented, and which have Italy as the home member nation, until the day prior to the start of trading shall publish the regulated information on their websites.

5. Chapter II, Section V of this Title and Articles 83 bis and 84 shall apply to the parties indicated in paragraph 1.

6. Articles 98, 98 bis and 100 shall apply to the issuers which have Italy as the home member nation, whose shares are listed on organized markets of other member nations and not in Italy.

Article 116 ter
(Information divulged abroad)

1. Issuers who have Italy as the home member nation, whose securities are listed on organized markets of other EU member nations and not in Italy, shall file the additional information provided in these countries with the Consob according to the formalities envisaged in Chapter I, if it has not been disclosed in observance of the formalities envisaged by EU directives 2004/109 and 2007/14.

2. Without prejudice to the matters established by paragraph 1, the issuers which have Italy as the home member nation, whose securities are listed on markets in non-EU countries and not in Italy, shall file the additional information provided in these countries with Consob according to the formalities indicated in said paragraph 1.

The information indicated in paragraphs 1 and 2 is forwarded to Consob at the same time as its disclosure to the public.

Chapter VIII ^²⁷¹
Financial instruments listed without the consent of the issuers

Article 116 quater
(Duties of the management company for the market
on which the financial instruments are listed)

1. The management company of the market on which financial instruments are listed without the consent of the issuers:

a) not later than the day before the start of trading shall inform the issuer and the management company of the market on which the financial instruments have been listed with the consent the issuers;

b) in order to perform the duties referred to in Article 64, paragraph 1, subparagraphs b) b bis), c) and f) of the Consolidated Law, shall acquire the information transmitted by issuers in accordance with this Title.

Chapter VIII bis ^²⁷²
Dissemination of regulated disclosure systems

Article 116 quinquies
( Requisites of the SDIR (dissemination of regulated disclosures system) )

1. For the purpose of issuing the authorization to perform the dissemination service, by Consob, the SDIR shall guarantee:

a) the observance of the provisions indicated in Chapter I and the organizational and operating requirements indicated in Annex 3I;

b) Consob and the management company for the market on which listing of the financial instruments has been requested, access without any charge to the regulated information received, at the same time as its disclosure to the public;

c) in the event of regulated information, envisaged by Article 114, paragraph 1 of the Consolidated Law, disclosed during the performance of trading on the organized market on which listing of the financial instruments has been requested, Consob and the market management company the access, indicated in subparagraph b), fifteen minutes before the information is disclosed to the public.

2. The SDIR may perform the service for the transmission of the regulated information to the authorized storage device on behalf of its users.

3. The parties authorized to perform the activities of the regulated information dissemination systems shall permit, for at least three years, the consultation and the transfer free-of-charge to Consob of the regulated information divulged in the three years prior to the start date of the activities of the authorized storage devices, established by means of a specific provision of Consob as per Article 113 ter, paragraph 4, subparagraph b) of the Consolidated Law.

Article 116 sexies
(Application for authorization of a SDIR )

1. The application for authorization to implement the SDIR shall be presented to Consob.

2. The application shall contain:

a) a declaration which bears witness to the existence of the requisites contained in Attachment 3I drawn up according to the form contained in Annex 3O;

b) the details of all the contacts established with the media in Italy and in other EU member nations;

c) the details of the tariffs envisaged for each service provided.

Article 116 septies
(Examination of the application)

1. Having received the application, Consob shall check the requisites indicated in Annex 3I for the issue of the authorization and shall resolve on the application within a maximum deadline of one hundred and twenty days.

2. If Consob reasonably believes that additional information is necessary, it shall inform the applicant party indicating the deadline by which said information will have to be forwarded. Accordingly, Consob may request additional disclosure elements also from those who perform administration or control functions, from general managers or from shareholders of the applicant and carry out the checks at the registered offices of the service’s operator. In such cases, the deadline envisaged in paragraph 1 shall be suspended until the expiry of the deadline for the forwarding of the additional information requested.

3. The authorization is effective as from the date of registration of the applicant party in the list held by Consob, of the parties who implement an SDIR.

Article 116 octies
( Consob check and withdrawal of authorization)

1. Consob shall oversee the maintenance by the SDIR of the requisites necessary for authorization. For such purposes, Consob may request, at any given moment, information and documents from the party who runs an SDIR and from those which perform administration and control functions, its general managers and its shareholders and carry out checks at the registered offices of the service’s operator.

2. If Consob, on the basis of the market functioning formalities and technological innovation, changes the requisites indicated in Annex 3I, the party who manages the SDIR previously authorized shall adapt the structure of the service by the deadline established by Consob by means of specific provision. The failure to make the adaptation by the established deadline shall lead to the revocation by Consob of authorization and the cancellation of the party which manages the SDIR from the list as per Article 116 septies, paragraph 3.

3. Any change concerning the requisites necessary for the authorization, which occur subsequently to the registration of the authorized party in the list as per Article 116 septies, paragraph 3, shall be communicated immediately to Consob by the party who runs the SDIR.

4. If the loss of the afore-mentioned requisites is ascertained, Consob shall request the authorized party who runs the SDIR to restore the envisaged functioning, indicating the adaptation deadline. Failure to make the adaptation by the established deadline shall lead to the revocation by Consob of authorization and the cancellation of the party which manages the SDIR from the list as per Article 116 septies, paragraph 3.

5. The party authorized to manage the SDIR who intends to terminate the provision of the service must promptly inform Consob and the issuers using the system, where possible resolving within timescales which do not prejudice the functioning at system level of the regulated information disclosure functions.

6. Parties cancelled from the list shall forward Consob, using the methods specified in the authorization revocation decision, the documentation relating to the regulated information processing procedure performed in the last five years.

Section VIII ter ^²⁷³
Authorized storage devices

Article 116 novies
(Features of authorized storage devices)

1. The authorized storage device ensures the following, according to the matters indicated in Attachment 3L:

a) the receipt and conservation of the regulated information sent by issuers of financial instruments, by asset management companies, by Sicavs, by the respective controlling parties, or by the SDIR, on behalf of the afore-mentioned parties, by the management companies for the markets on which the related financial instruments are listed or by Consob;

b) security, certainty of the source of information, registration of the time and date of receipt of the regulated information, easy access for end users, procedures aligned with those envisaged for filing with Consob;

c) availability of the stored regulated information for Consob and the management company for the market for which the issuer has requested or approved listing of its securities, without charge;

d) public access to the stored information within an hour of its receipt at accessible tariffs.

Article 116 decies
(Application for authorization)

1. The application for authorization to implement the storage device shall be presented to Consob.

2. The application shall contain:

a) a declaration which bears witness to the existence of the requisites contained in Attachment 3L drawn up according to the form contained in Annex 3P;

b) the details of the tariffs envisaged for each service provided.

Article 116 undecies
(Examination of the application)

1. Having received the application, Consob shall check the requisites indicated in Article 116 novies and in Annex 3L for the issue of the authorization and shall resolve on the application within a maximum deadline of one hundred and twenty days.

2. If Consob reasonably believes that additional information is necessary, it shall inform the applicant party indicating the deadline by which said information will have to be forwarded. Consob may request additional disclosure elements also from those who perform administration or control functions, from general managers or from shareholders of the applicant and carry out the checks at the registered offices of the service’s operator. In such cases, the deadline envisaged in paragraph 1 shall be suspended until the expiry of the deadline for the forwarding of the additional information requested.

3. The authorization is effective as from the date of registration of the applicant party in the list held, by Consob, of the parties who implement a storage device.

Article 116 duodecies
( Consob check and withdrawal of authorization)

1. Consob shall oversee the maintenance by the storage device of the requisites necessary for authorization. For such purposes, Consob may request, at any given moment, information and documents from the party who runs the storage device and from those which perform administration or control functions, the general managers and the shareholders and carry out checks at the registered offices of the service’s operator.

2. If Consob, on the basis of the market functioning formalities and technological innovation, changes the requisites indicated in Annex 3L, the party who manages the storage device previously authorized, shall adapt the structure of the service by the deadline established by Consob by means of specific provision. The failure to make the adaptation by the established deadline shall lead to the revocation by Consob of authorization and the cancellation of the party which manages the storage device from the list as per Article 116 undecies, paragraph 3.

3. Any change concerning the requisites necessary for the authorization, which occur subsequently to the registration of the authorized party in the list of parties which manage the storage device as per Article 116 undecies, paragraph 3, shall be communicated immediately to Consob by the party who runs the storage device.

4. If Consob ascertains the loss of the afore-mentioned requisites, it shall request the authorized party who runs the storage device to restore the envisaged functioning, indicating the adaptation deadline. Failure to make the adaptation by the established deadline shall lead to the revocation by Consob of authorization and the cancellation of the party which manages the storage device from the list as per Article 116 undecies, paragraph 3.

5. The party authorized to manage the storage device who intends to terminate the provision of the service must promptly inform Consob and the issuers using the system, where possible resolving within timescales which do not prejudice the functioning at system level of the regulated information storage functions.

6. Parties cancelled from the list shall forward the regulated information stored in its device to the party or the parties indicated by means of a specific Consob provision. Said provisions will establish the formalities and the timescales for the forwarding of the information.

TITLE III
OWNERSHIP STRUCTURES

Chapter I
Significant holdings

Article 116 terdecies
(Definitions)

1. In this Chapter:

a) “issuers of listed shares” shall mean issuers of listed shares whose home member nation is Italy in pursuance of Article 1, paragraph 1, letter w quater, numbers 1 and 3 of the Consolidated Law;

b) “shares” shall mean shares issued and subscribed which grant voting rights, also conditionally;

c) “share capital” shall mean the subscribed share capital, emerging from the Articles of Association published in accordance with current legislation, represented by shares which grant voting rights, also if these rights are suspended;

d) “potential holdings” shall mean the potential holdings subject to purchase and the potential holdings subject to sale;

d1) “potential holdings subject to purchase” shall mean the shares which represent the underlying component of the financial instruments which, by virtue of a legally binding agreement, assign the holder – upon the exclusive initiative of the same - the unconditional right to purchase - via physical consignment –the underlying shares, or the discretion to purchase - via physical consignment – the underlying shares;

d2) “potential holdings subject to sale” shall mean the shares which represent the underlying component of the financial instruments which, by virtue of a legally binding agreement, assign the holder – upon the exclusive initiative of the same - the unconditional right to sell - via physical consignment – the underlying shares, or the discretion to sell - via physical consignment – the underlying shares;

e) “management companies” shall mean the SGRs, the SICAVs, the harmonized management companies, the EU bodies which perform asset management activities under the conditions defined in EU directive 85/611 and which are supervised in compliance with the legislation of their legal systems as well as the non-EU parties who perform an activity in relation to which, if they were to have registered office in an EU nation, authorization as per EU directive 85/611 would be necessary;

f) “qualified parties” shall mean the stockbroking companies (SIMs), the EU investment companies, the Italian and EU banks authorized to perform the portfolio management service as per point 4 of Attachment I to EU directive 2004/39, the non-EU parties who perform an activity in relation to which, if they were to have registered offices or central administration headquarters in an EU nation, the same authorization would be necessary, as well as the SGRs and the harmonized management companies authorized to provide the same service in pursuance of EU directive 85/611;

g) “managed holdings” shall mean the shares, whose voting rights can be exercised discretionally by the management companies, pertaining to:

- managed collective investment undertakings, also on the basis of authorization, unless the exercise of the voting right is assigned to the management company which has established the collective investment undertakings;

- established collective investment undertakings, unless the exercise of the voting rights is assigned to the manager;

and/or the shares whose exercise of the voting rights is assigned by the customers discretionally to the qualified parties within the sphere of the performance of the portfolio management service;

h) “direct instruction” shall mean any instruction given to the management companies or to the qualified parties by the controlling party or by another company controlled by the same, which contains specification, with reference to specific cases, of the methods for exercising the voting rights relating to the managed holdings;

i) “indirect instruction” shall mean any general or specific instruction, irrespective of the form, given to the management companies or to the qualified parties by the controlling party or by another company controlled by the same, aimed at limiting the discretion in the exercise of the voting rights relating to the managed holdings for the purpose of pursuing the specific corporate interests of the controlling party or another company controlled by the same;

l) “trading days” shall mean the days that organized markets located or operating in Italy are open, in accordance with the calendar published by Consob on its website;

m) “central counterpart” shall mean the party who, without undertaking contractual relationships with the customers, interposes between the direct participants in a system for guaranteeing transactions on financial instruments and acts as exclusive counterpart of said participants with regard to their transfer instructions;

n) “executive procedures” shall mean the compulsory execution procedures disciplined by the market or guarantee system regulations, or defined on a consensual basis by the operators, concerning the execution of transactions which have not been settled within the deadlines envisaged due to failed consignment, respectively, of financial instruments or cash ^²⁷⁴

Section I
Holdings in listed issuers ^²⁷⁵ ^/ ^²⁷⁶

Article 117
(Disclosure of significant holdings)

1. Persons who participate in the share capital of a listed issuer shall inform the investee company and Consob where:

a) the threshold of 2% is exceeded;

b) the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 35%, 40%, 45%, 50%, 66,6%, 75%, 90% and 95% are reached or exceed;

c) the holding falls below the thresholds specified in subparagraphs a) and b).

2. The obligations envisaged in paragraph 1 shall also apply to those who reach or exceed the thresholds as per this paragraph, or whose holding falls below the same, further to events which involve changes in the share capital and on the basis of the information published by the listed issuer in pursuance of Article 98 ^²⁷⁷.

Article 117 bis
(Transactions on treasury shares)

1. The disclosure obligations envisaged by this Section shall also apply to the issuers of listed shares in relation to the treasury shares held directly or via subsidiary companies.

2. Treasury shares of listed issuers and shares held by companies controlled by the latter shall not be reckoned for the purposes of the disclosure obligations on the holdings of parties who control said listed issuers.

3. The matters envisaged by Article 119 bis, paragraphs 1 and 2 shall apply to the disclosure obligations concerning the shares of listed issuers, held by companies controlled by the latter ^²⁷⁸.

Article 118
(Manner of calculating holdings)

1. For the purposes of the disclosure requirements referred to in Article 120 of the Consolidated Law and this section, a person’s holding shall be deemed to include the shares owned by him, even if the voting rights belong or are assigned to third parties, or are suspended. Holdings are also considered to be the shares in relation to which the voting right is due or is assigned to a party, if one of the following cases or a combination of the same apply:

a) the voting right is due in the capacity as pledgee or usufructuary;

b) the voting right is due in the capacity as depositary, provided that said right can be discretionally exercised;

c) the voting right is due by virtue of proxy, provided that said right can be discretionally exercised, in the absence of specific instruction provided by the delegant;

d) the voting right is due on the basis of an agreement which envisages the provisional and remunerated transfer of the same.

2. In the event of shares subject to security lending or contango transactions, the disclosure obligation is both the lender or the contango payer’s and the borrower or the contango broker’s. This obligation does not encumber the borrower or the contango broker in the case envisaged by Article 119 bis, paragraph 3, subparagraph a), provided that the same do not exercise the voting right.

3. For the same purposes as paragraph 1, a person’s holding shall also include both the shares owned by nominees, trustees or subsidiary companies and the shares of which the voting rights belong or are assigned to such persons.

4. The trustees shall calculate the holding with reference to the total shares registered. These holdings shall not be counted by the parties controlling the trustee.

5. Management companies and qualified parties shall calculate the holding with reference to the total holdings managed.

6. In the event of several transactions achieved on the same trading day, the holding to be considered for the purpose of acquitting the obligations shall be that emerging from the last transaction carried out.

7. Holdings which a party is the beneficial owner of must be placed in relation to the share capital for the calculation of the percentage.

8. If the disclosure obligation pursuant to Article 117 exists, said disclosure shall also have to contain:

a) indication of the shares which the obliged party is the beneficial holder broken down by category; as well as

b) the percentage represented out of total shares in the same category ^²⁷⁹ .

Article 119
(Manner of calculating potential holdings)

1. Those who hold potential holdings subject to purchase, directly or through nominees, trustees or subsidiary companies, shall inform the investee company and Consob where:

a) the threshold of 2% is exceeded;

b) the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% are reached or exceeded;

c) the potential holding subject to purchase falls below the thresholds specified in subparagraphs a) and b).

2. Those who hold an effective holding or potential holding subject to purchase greater than 2%, shall inform the investee company and Consob of the holding of potential holdings subject to sale, directly or via a third party, trustee or subsidiary company, when the underlying shares:

a) exceed the threshold of 2%;

b) reach or exceed the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%;

c) fall below the thresholds indicated in subparagraphs a) and b).

3. The matters envisaged by Articles 117, paragraph 2, and 118, paragraphs 6, 7 and 8 shall apply.

4. For the purpose of the calculation of the potential holdings, the shares underlying the financial instruments which assign the purchase option shall be calculated separately from those underlying the financial instruments which allocate the right to sell.

5. Shares that may be acquired by exercising conversion rights or warrants shall be included in the calculation for the purposes of paragraph 1 only if the acquisition can be made within sixty days.

6. For the purpose of the disclosure obligations pursuant to paragraph 1, the holdings held in accordance with Article 117 are not reckoned.