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, 17221 of 12 March 2010, 17326 of 13 May 2010 and no. 17389 of 23 June 2010 and no. 17592 of 14 December 2010 and 17679 of 1 March 2011 and 17730 of 31 March 2011 and 17731 of 5 April 2011 and no. 17919 of 9 September 2011, no. 18049 of 23 December 2011 , no. 18079 of 20 January 2012 and n. 18098 of 8 February 2012. [1].

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

TITLE II	-	TAKEOVER BIDS OR EXCHANGE TENDER OFFERS

Chapter I	-	General provisions
Art. 35	-	Definitions
Art. 35-bis	-	Scope
Art. 35-ter	-	Tender exchange offers aimed at acquiring debt securities
Art. 36	-	Publication of press releases and documents relating to the bid
Art. 36-bis	-	Publication of Consob measures
Art. 36-ter	-	Notice of the choice of Supervisory Authority
Art. 37	-	Disclosure of offers
Art. 37-bis	-	Guarantees
Art. 37-ter	-	Promotion of the offer
Art. 37-quater	-	Petition for determination of equivalence
Art. 38	-	Bid documents
Art. 38-bis	-	Recognition in Italy of a bid document approved by the supervisory authorities of other EU Member States
Art. 38-ter	-	Recognition in Italy of a bid document approved by the supervisory authorities of non-EU countries
Art. 39	-	Issuer’s statement
Art. 39-bis	-	Independent director opinions
Art. 40	-	Performance of offers
Art. 40-bis	-	Re-opening of the term of the bid
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. 44-bis	-	Regime for shares with no voting right
Art. 44-ter	-	Derivatives
Art. 44-quater	-	Persons acting together
Art. 45	-	Indirect take-over
Art. 46	-	Consolidation of holdings
Art. 47	-	Consideration in the form of financial instruments (repealed)
Art. 47-bis	-	Procedure for reducing the price of mandatory takeover bids
Art. 47-ter	-	Price reduction in the event of exceptions
Art. 47-quater	-	Price reduction in the event of manipulation
Art. 47-quinquies	-	Price reduction in the event of specific trading transactions
Art. 47-sexies	-	Procedure for increasing the price of mandatory takeover bids
Art. 47-septies	-	Price increase in the event of securities purchase agreements
Art. 47-octies	-	Price increase in the event of collusion
Art. 47-novies	-	Price increase in the event of manipulation
Art. 48	-	Procedure for approval of prior partial bids
Art. 49	-	Exemptions
Art. 50	-	Commitment to buy
Art. 50-bis	-	Determination of the price entirely or partly comprising securities
Art. 50-ter	-	Conversion into cash of the price upon request by the security holder
Art. 50-quater	-	Price for the exercise of the right to buy
Art. 50-quinquies	-	Term and procedures for the commitment and right to squeeze-out

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 (revoked)
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 (repealed with effect from 1 December 2010)
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 (repealed)

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. 84-ter	-	Explanatory Reports
Art. 84-quater	-	Report on remuneration
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 (repealed)
Art. 92	-	Other amendments to the articles of association, issues of bonds and interim dividend payments
Art. 93	-	Purchases 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)
Art. 97-bis	-	Exemptions

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	-	Calculation criteria for potential investments and the overall long position
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 (repealed)
Art. 133	-	Disclosure to Consob (repealed)

Chapter II	-	Identification of the shareholders
Art. 133-bis	-	Allocation of the costs

TITLE IV	-	EXERCISE OF VOTING RIGHTS

Chapter I	-	Proxy voting
Art. 134	-	Representative appointed by the company with listed shares

Chapter II	-	Solicitation of proxies
Art. 135	-	Definitions
Art. 136	-	Solicitation procedure
Art. 137	-	Conduct obligations
Art. 138	-	Interruption of the solicitation
Art. 139	-	Interruption of the solicitation

Chapter III	-	Voting by correspondence or by electronic means
Art. 140	-	Voting by correspondence
Art. 141	-	Exercise of vote by correspondence
Art. 142	-	Formalities preliminary to shareholders’ meetings
Art. 143	-	Progress of the shareholders’ meeting
Art 143-bis	-	Participation at the shareholders’ meeting through electronic means
Art 143-ter	-	Exercise of the vote before the shareholders’ meeting using electronic means

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 disclosures

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

Chapter I-bis	-	Gender balance in the structure of the administrative and control bodies
Art. 144-undecies.1	-	Gender balance

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 to Consob
Art. 144-quinquiesdecies	-	Public disclosures

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	-	TRANSITIONAL AND FINAL PROVISIONS
Art. 153	-	Transmission of notices and disclosures to Consob (repealed)
Art. 154	-	Transitory provisions
Art. 155	-	Foreign issuers already listed
Art. 155-bis	-	Half-yearly reports (repealed)
Art. 156	-	Repeals
Art. 157	-	Enforcement

Annex 1	-	Public offerings for subscription and/or sale of financial products and admission to listing of Eu financial instruments in a regulated market
Annex 2	-	Takeover bids and/or exchange tender offers
Annex 3	-	Company information
Annex 4	-	Ownership structures
Annex 5	-	Proxy voting
Annex 5-bis	-	Calculation of plurality of office as director and internal control body member pursuant to article 148-bis, subsection 1 of the Consolidated Law
Annex 5-ter	-	Audit engagements
Annex 6	-	Disclosure to Consob and dissemination to the public of information relating to transactions concluded by relevant parties and individuals closely associated with such parties

PART I
LEGAL BASIS AND DEFINITIONS

Article 1
(Legal basis)

1. This regulation is adopted in accordance with article 42, subsection 3, of article 95, subsections 1 and 2, article 97, subsection 2, of article 98-ter, subsection 3, of article 98-quater, subsections 1 and 3, article 98-quinquies, subsection 2, of article 100, subsections 1 and 2, article 101, subsection 3, article 101-bis, subsections 3-bis and 4-ter, article 101-ter, subsections 3 and 5, article 102, subsection 1, article 103, subsection 4, article 104-ter, subsection 3, article 105, subsections 3 and 3-bis, article 106, subsections 3, 3-bis, and 5, article 107, subsection 2, article 108, subsection 7, article 112, article 113, article 113-bis, article 113-ter, subsections 3 and 5, article 114, subsections 1, 3, 5, 7, 9 and 10, article 114-bis, subsection 3, article 115, article 116, subsection 1, article 117-bis, subsection 2, article 118-bis, article 120, subsection 4, article 122, subsection 2, article 124, article 124-ter, article 125-bis, subsection 1, article 125-ter, subsection 2, article 127, article 132, article 133, article 135-ter, article 135-sexies, article 135-undecies, subsections 2 and 5, article 144, subsection 1, article 147-ter, subsection 1, article 148, subsection 2, article 148-bis, subsections 1 and 2, article 154-bis, subsection 5-bis, article 154-ter, subsection 6, article 155, subsection 3, article 159, subsection 7, article 160, article 165, subsection 2, article 165-bis, subsection 3, article 183, article 205 of Italian Legislative Decree no. 58 of 24 February 1998 and article 11, subsection 2, 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) "stock exchange company" shall mean a company that organises 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) repealed;[6]

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

h) … repealed …[8]

i) …repealed…[9]:

l) ...repealed...;[10]

m) …repealed…;[11]

n) …repealed…;[12]

o) …repealed...[13]

2. …repealed...[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 subsection 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 regardingfinancial instruments pursuant to article 100, subsection 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, subsection 4 of the Consolidated Law, or financial instruments issued by Italian or foreign entities with the characteristics indicated in subsections 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 subsections 3, 4 and subsection 6, paragraph 1, the provisions of article 100-bis, subsections 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 subsection of Article 2435-bis of the Italian Civil Code.

2. The limits referred to in the previous subsection 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, subsection 1, paragraph 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 [22-bis)]

(Definitions)

1. In this Title:
a) “public offering”: the offer as defined by Article 1, paragraph 1, letter t) of the Consolidated Law;
b) “key information”: essential information that is suitably structured and must be supplied to investors to enable them to understand the nature and risks connected with the issuer, the guarantor and the financial products offered them or admitted for trading on a regulated market and to decide what offers of financial products they must also examine; without prejudice to the provisions of Article 5, paragraph 3-bis, letter b). Depending on the characteristics of the offer and products offered, the key information contains the following:
1) a brief description of the risks connected with the issuer and any guarantors and essential characteristics, including assets, liabilities and the financial position;
2) a brief description of the essential characteristics of the investment in the financial product and the related risks, including rights connected with the financial products;
3) the general conditions of the offer, including estimated expenses to be paid by the investor, allocated by the issuer or offerer;
4) details of admission to listing
5) the reasons behind the offer and the use of income;
c) “small and medium enterprises”: the companies which, on the basis of the latest annual or consolidated financial statements, meet at least two of the following three criteria:
1) average number of employees during the year fewer than 250;
2) total balance sheet no more than 43 million euro;
3) net annual turnover of no more than 50 million euro;
d) “company with reduced market capitalisation”: a company listed on a regulated market which, in the three financial years previous, has had average market capitalisation of less than 100,000,000 euro, calculated on the basis of the year end listings.

2. For the purpose of this Title, the definitions contained in the Consolidated Law and Regulation no. 809/2004/EC.

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 bidder and issuer intend to make the public offering.

1-bis. Before the communication envisaged in paragraph 1, any specific matters concerning the offer can be presented to Consob by the issuer and/or offerer, with a view to assessing the impact that such features may have on the prospectus contents.[22-ter].

Article 5
(Offering prospectuses).[22-quater].

1. The offer prospectus of equity values is prepared in compliance with the provisions of Regulation no. 809/2004/EC and the layouts of these attached herewith. Without prejudice to the provisions of Article 89-bis of the Consolidated Law for issuers of non-EU countries.

2. For the offer of financial products pursuant to this Chapter other than equity values, Consob establishes, on the request of the issuer or offerer, the content of the prospectus.

3. The summaries note, envisaged by Article 94, paragraph 2 of the Consolidated Law, provides a brief summary in non-technical language of the key information pursuant to Article 3, paragraph 1, letter b) in the language in which the prospectus was originally prepared. The format and content of the summaries note provide, together with the prospectus, suitable information on the main characteristics of the products concerned by the offer, in order to help investors decide whether or not to invest in these products. The summaries note is prepared according to a common format, to facilitate comparison of summaries notes of similar financial products.

4. The summaries note contains a warning whereby:
a) it should be read as an introduction to the prospectus;
b) any decision to invest in the financial products should be based on the examination by the investor of the complete prospectus;
c) should a claim be brought before the legal authorities on the information contained in the prospectus, the petitioning investor may be called to pay for the expenses for translating the prospectus before proceedings start and
d) the civil liability lies with the persons who prepared the summaries notes and, if applicable, the relevant translation only where the note itself is misleading, imprecise or incoherent if read jointly with the other parts of the prospectus.

5. If the prospectus consists of separate documents in accordance with 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 offerer must prepare only the information note on financial products and the summaries note. In this case, the information note on the financial products shall provide the information that would generally be contained in the registration document, if a relevant change has been made or a recent development that may affect the investors’ evaluation subsequent to approval of the most recent updated registration document unless such information is supplied in a supplement to the registration document in accordance with Article 94, paragraph 7 of the Consolidated Law. The informative note and summaries note are subject to specific approval.

6. If the issuer or offerer has sent the registration document to Consob without requesting its approval, all documentation, including the updated information, is subject to approval.

7. The registration document, updated as necessary with a supplement in accordance with Article 94, paragraph 7 of the Consolidated Law or with information stated in the informative note, if accompanied by the latter and by the summaries note, is considered a valid prospectus.

Article 6
(Base prospectuses)

1. Without prejudice to the matters envisaged by Article 26 of Regulation No. 809/2004/CE, the issuers or the bidders 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, subsection 7 of the Consolidated Law.

3. If the definitive conditions of the offer are not included in the basic prospectus or in a supplement, they are made available by investors, in compliance with that specified under Article 33 of Regulation 809/2004/EC, filed with Consob and, where applicable, notified by the issuer to the competent authorities of the host Member States, if possible before starting the offer, during each public offering. The definitive conditions include only information relating to the informative note on financial instruments and are not used to supplement the basic prospectus. In any case, the basic prospectus contains the criteria and/or conditions on which basis the definitive offer price and quantity of securities to be offered to the public will be determined. With regards to the price, as an alternative to the criteria and conditions, the maximum price may also be indicated.).[22-quinquies].

Article 7[22-sexies].

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

1. Without prejudice to the provisions of Article 95-bis, paragraph 1 of the Consolidated Law, where the indications relating to the price and quantity of financial products to be offered to the public cannot be included in the prospectus, it may specify the criteria or conditions on which basis the price and quantity will be determined. With regards to the price, as an alternative to the criteria and conditions, the maximum price may also be indicated. Indications relating to the definitive offer price and product quantities are published, in accordance with the methods specified by Article 9, paragraphs 1, 2, 3 and 4, by means of notice as soon as said elements are determined.

2. In the prospectus relating to the public offering of Member State-backed financial instruments, information relating to said guarantor may be omitted.

3. Consob may authorise, on request, the omission from the prospectus of certain information envisaged in the prospectus statements if at least one of the following conditions is met:
a) communication of said information goes against the public interests;
b) communication of said information causes serious damages to the issuer, as long as the omission is not aimed at misleading the public with regards to essential facts or circumstances that would enable a grounded judgement with regards to the issuer, offerer and any guarantors as well as with regards to rights connected with the products concerned by the prospectus;
c) said information is less important only for the specific offer and is not such as to influence the assessment of the financial position and prospects of the issuer, offerer or any guarantors.

4. Should, on an exceptional basis and as long as no damages are caused to the purposes specified by Article 94, paragraph 2 of the Consolidated Law, certain information prescribed by the prospectus schemes is not suitable to the issuer’s scope of business, its legal form or the products concerned by the prospectus, the prospectus must contain equivalent information, where available.

5. In accordance with Article 28 of Regulation no. 809/2004/EC, the information to be included in the prospectus can be included by means of reference to one or more documents previously or simultaneously published, as long as they are approved by the competent authority of the country of origin or filed with it, in accordance with Directive 2003/71/EC and Directive 2004/109/EU. This information is the most recent available to the issuer. The summaries note does not contain information included by means of reference.

6. In the event envisaged by paragraph 4, the prospectus contains a crossover index of references that enables the public to easily identify the specific information.

Article 8
(Publication of offering prospectuses)

1. The disclosure envisaged by Article 94, subsection 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 bidder 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 bidder received the request. A declaration of being unable to proceed will entail the closure of the preliminary proceedings..[22-septies].

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 organised 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 subsection 2.

4. If Consob deems, on reasonable grounds, that supplementary information is necessary, it shall inform the issuer or bidder. The supplementary information shall be forwarded to Consob, otherwise it will be impossible to proceed, within ten working days in the case envisaged by subsection 2 or within twenty working days in the case envisaged by subsection 3, of the date when the issuer or the bidder received the request. The time limits envisaged for the approval of the prospectuses by subsections 2 and 3 shall begin to run on the day Consob receives the information in question. A declaration of being unable to proceed will entail the closure of the preliminary proceedings..[22-septies].

5. In the cases envisaged by subsection 4, Consob sees to the prospectus approval request within forty working days in the case envisaged by subsection 2, or within seventy working days in the case envisaged by subsection 3, as from when the disclosure pursuant to subsection 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, subsection 7 of the Consolidated Law shall be forwarded to Consob, who will approve them within a maximum of seven working days from their receipt.The summaries note and any translations of such are also completed, if necessary, by supplements in order to consider the new information included in the supplement to the prospectus in the ways established by Articles 25, paragraph 5 and 26, paragraph 7 of Regulation no. 809/2004/EC.[22-octies].

7. With regard to the prospectuses relating to equities drawn up in triple format as per subsection 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 organised 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. Consob, also on request of the issuer or offeror, may transfer the approval of the prospectus to the competent authority of the Member State in which the issuer has its registered office or in which the EU financial instruments were or are to be admitted to trading on a regulated market or are offered to the public, upon communication to ESMA and acceptance by the competent authority.[22-nonies].

9. Consob shall inform the issuer or the bidder 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 [22-decies].
(Publication of prospectuses and the supplements)

1. The approved prospectus, together with a copy of it on an electronic storage device or its sending by electronic format, is filed with Consob and made available to the public by the issuer or offeror as quickly as possible and, in any case, no later than the offer start date:
a) either by means of inclusion on one or more national newspapers or newspapers with extensive coverage;
b) or printed and available for consultation free of charge from the registered office of the issuer and the offices of the intermediaries in charge of listing, including the parties operating on behalf of the latter;
c) or in electronic format on the issuer’s website or, if appropriate, on the website of the intermediaries appointed to carry out listing, including those operating on the latter’s behalf.

2. The prospectus published in accordance with letters a) and b) of paragraph 1 is also published in electronic format in accordance with letter c) of paragraph 1.

3. The issuer, offeror and intermediaries appointed to carry out listing deliver a hard copy of the prospectus free of charge to anyone so requesting.

4. The making available to the public by means of the methods established by paragraphs 1 and 2 is carried out in compliance with the provisions of Articles 29 and 30 of Regulation no. 809/2004/EC.

5. If the offer is made in Italy as Member State of origin, a notice is also published specifying how the prospectus has been made available and where a copy can be obtained by the public. This notice is published in accordance with the terms and conditions set out by Article 31 of Regulation no. 809/2004/EC and contains the information set out therein.

6. The prospectus published is always the version approved by the competent authority.

7. If the prospectus consists of more than one document or contains information included by means of reference, the documents and information comprising it may be published and diffused separately, as long as the documents in question are made available to the public free of charge in accordance with the methods established under paragraphs 1 and 2. Each document must specify where the other documents comprising the full prospectus can be obtained.

8. The supplement established by Article 94, paragraph 7 of the Consolidated Law is published using at least the methods already adopted for the prospectus and is always the version approved by the competent authority.

Article 10[22-undecies]
(Validity of prospectuses, base prospectuses and registration documents)

1. The offer prospectus is valid for twelve months as from the date of its approval, as long as it is completed with the supplements prescribed in accordance with Article 94, paragraph 7 of the Consolidated Law.

2. Once filed in accordance with Article 9, paragraph 1, the basic prospectus is valid for twelve months.

3. The prospectus relating to the instruments established by Article 6, paragraph 1, letter b) is valid as long as said instruments are issued continuously or repeatedly.

4. The registration document pursuant to Article 94, paragraph 4 of the Consolidated Law, preventively deposited and approved, is valid for twelve months.

Article 11[22-duodecies]
(Community validity of approval of the prospectus)

1. For the purpose of the public offering of equity securities in the other EU Member States, as envisaged by Article 98, paragraph 1 of the Consolidated Law, Consob, on request of the issuer or offerer, sends the competent authorities of the Member States in which the offer is envisaged, within three working days of receipt of the request or, if this is presented together with the draft prospectus, within one working day of approval, the following documents:
a) a certificate of approval certifying the fact that the prospectus has been prepared in compliance with EC provisions. This certificate mentions the potential occurrence of the circumstances specified by Article 7, paragraphs 2 and 3 and the related grounds;
b) a copy of the approved prospectus;
c) if appropriate, a translation of the summaries note in the official language of the Member States where the offer is to be made. To this end, the issuer or offerer sends the translation together with the request. The issuer, offerer or other people responsible for preparing the prospectus assume all responsibility for this translation, in accordance with Article 5, paragraph 3.

2. At the same time, Consob sends the certificate of approval pursuant to paragraph 1, letter a) also to the issuer or other people responsible for preparing the prospectus.

3. The procedure established by paragraphs 1 and 2 applies to any supplements to the prospectus.

4. For the purpose of the public offering of equity as established by Article 98, paragraph 2 of the Consolidated Law, the prospectus and any supplements are published in Italy once Consob has received the documents pursuant to paragraph 1 from the Member State of origin authority.

Article 12[22-terdecies]

(Linguistic regime of the prospectus)

1. Without prejudice to the provisions of the paragraphs below for the offer of equity securities, the prospectus for offers of other financial products pursuant to this Chapter is prepared in Italian.

2. If the offer of equity securities is made in Italy, as Member State of origin, the prospectus is prepared in Italian. Any documents that may be incorporated for reference may be drawn up in a language commonly used in international finance circles.

3. If the offer of equity securities is only available in other Member States and Italy is the Member State of origin, for the purpose of Consob controls, the prospectus is drawn up in Italian or in a language commonly used in international finance circles, at the choice of the issuer or offerer.

4. The issuer or offerer prepares the prospectus in Italian or in a language commonly used in international finance circles if:
a) the offer of equity securities is available in Italy as host Member State;
b) the offer concerns the equity securities indicated at Article 1, paragraph 1-bis, letter a) of the Consolidated Law or at Article 34-ter, paragraph 4, numbers 2) and 3) and is mainly held in other States and Italy is the Member State of origin.

5. In the cases established by paragraph 4, where the issuer or offerer choose a language commonly used in international finance circles, the summaries note is translated into Italian.

Article 13
(Disclosure obligations)

1. Without prejudice to the matters laid down by Article 97, subsection 1 of the Consolidated Law, as from the date of the disclosure envisaged by Article 94, subsection 1 of the Consolidated Law, those who find themselves in a control or associated relationship with the bidders, 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, subsections 5 and 6 and Article 115 of the Consolidated Law shall apply.

2. The issuer, offerer or party responsible for listing shall publish the results of the offer in accordance with the terms and conditions indicated in the prospectus. The same information is also transmitted to Consob.

[22-quaterdecies]

3. In the event of offers aimed at the admission of shares to a regulated market, the party responsible for listing, within two months of the end of the offer, shall send Consob the information indicated in Attachment 1F, together with a copy of these on a computer storage device .[22-quaterdecies]

4. Subsection 2, second paragraph 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)

1. 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. Bidders 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. Bidders 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 methods 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 subsection 3, the disclosure obligations envisaged by Article 98 ter, subsection 1 of the Consolidated Law shall be understood to be acquitted by means of the filing of the offering prospectuses as per subsection 2, paragraph 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 methods specified by the same under its operating instructions;

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

3. In the cases disciplined by Article 98-quater, subsection 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 subsection 1, signed by the bidder, 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 methods pursuant to subsection 2, paragraph 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 subsection 1, the bidders:

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 bidders shall provide prompt disclosure on their websites of the updates pursuant to subsection 2.

4. Without prejudice to the provisions pursuant to subsections 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 subsection 2, paragraph a), second line.

5. If the bidders update the full prospectuses in accordance with subsection 2, paragraph 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 bidders shall proceed with the simultaneous update of the prospectus according to one of the methods pursuant to subsection 2, paragraph a), so as to take into account these additional changes.

6. In the event that full prospectuses have been updated in accordance with subsection 2, paragraph a), second line, the bidders 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 subsections 1, 2 and 3 shall be published at the same time according to the methods indicated under Article 16, subsection 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 methods pursuant to Article 16, subsection 2, paragraph 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 bidders 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 subsection 1.

4. Distance communication techniques may be used for the purpose of satisfying the requirements as per the previous subsections, 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, subsection 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 methods 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 subsections 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 organisational form provided for in the Bank of Italy regulation. Bidders 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 organisational model, filing is carried out upon expiration of the time limit envisaged by the Bank of Italy regulation.

Article 22
(Disclosure obligations)

1. Bidders 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 subsection 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 bidder 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 methods 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 methods chosen for the publication pursuant to subsection 3.

5. Bidders 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, subsection 1 of the Consolidated Law, signed by the bidder, 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 methods specified by the same in its operating instructions.

3. Subscription forms shall be forwarded to Consob, together with the prospectuses, in accordance with the methods pursuant to subsection 2.. [22-quinquiesdecies]

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, paragraphs 3 and 4, 7, 10, paragraph 1, 11, paragraphs 1, 2 and 3, 12, paragraphs 2 and 3 apply ..[22-quinquiesdecies]

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 bidders shall see to the updating by means of publication of a supplement approved as per Article 8, subsection 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 subsections 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, bidders shall take steps to update the prospectus by publishing a supplement, approved in accordance with Article 8, subsection 6, which supplements or replaces the part of the published prospectuses updated.

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

5. In the cases of updating of the prospectuses as per subsection 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 methods 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, bidders shall promptly publish the documents and information indicated in Article 3, subsection 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, subsection 1 of the Consolidated Law, signed by the bidder, 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, subsection 3, and shall be published within the time limits indicated in Article 16, subsection 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 subsections, the disclosure envisaged by Article 94, subsection 1 of the Consolidated Law, signed by the bidder, 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, subsection 1 of the Consolidated Law, signed by the bidder, 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 UCITs pursuant to this Section, falling under the scope of application of EC provisions for which Italy is the host Member State, Articles 11, paragraph 3 and 12, paragraphs 5 and 5 apply. [22-sexiesdecies]

5.The provisions of Section IV of this Chapter shall apply to the collective investment undertakings indicated in subsections 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, subsection 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, subsection 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) “capitalisation financial products” shall mean: the class V contracts, provided for in Articles 2, subsection 1, and 179, subsection 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 methods 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 methods 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 methods 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 methods pursuant to subsection 1, paragraph 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 capitalisation 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 bidders 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 capitalisation 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 bidders 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 subsection 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 subsection 2 on their websites.

4. Without prejudice to the provisions of subsections 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 subsection 2, paragraph a), second line.

5. With regard to financial capitalisation products, whose return is correlated to the performance of a separate management scheme or another provision of assets, the update pursuant to subsection 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 subsection 2, paragraph 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 bidders shall proceed with the simultaneous update of the prospectus according to one of the methods pursuant to subsection 2, paragraph 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 subsection 2, paragraph 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 subsections 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 methods pursuant to Article 31, subsection 1, paragraph 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 articles of association, 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 subsection 1, paragraph a) must be satisfied by the third working day after the valuation date for the unit or share. The obligations pursuant to subsection 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, subsection 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 capitalisation 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 capitalisation 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 subsection 4 and subsection 1 of Article 34 bis, shall be disclosed to the contracting parties by the end of February each year.

6. With regard to financial capitalisation products, whose return is linked to the performance of a separate management scheme or other provision of assets, the disclosure pursuant to subsection 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 capitalisation 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 subsections 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 paragraphs a) to k) of subsection 2 below due to clauses added to the contract or amendments to the applicable law.

2. The obligation envisaged by subsection 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 methods for terminating the contract;

f) the methods 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 subsections 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) [22-septiesdecies]

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 and fifity persons, other than the qualified investors pursuant to paragraph b) below;

b) addressing qualified investors, these being understood to be the parties specified under Article 26, paragraph 1, letter d) of the Regulation incorporating the implementation rules of Italian Legislative Decree no. 58 of 24 February 1998 on intermediaries, adopted by Consob with Resolution no. 16190 of 29 October 2007 as subsequently amended. Investment firms and credit entities notify their classification, on request, to the issuer, without prejudice to data protection legislation in force. Investment firms authorised to continue to consider current professional customers as such, in accordance with Article 71, paragraph 6 of Directive 2004/39/EC are authorised to treat such customers as qualified investors in accordance with Article 100 of the Consolidated Law;

c) involving financial products included in an offering whose total consideration is less than 5,000,000 euros. For such purposes, several offerings on the same product made by the same issuer or bidder within the space of 12 months are considered together;

d) involving financial products other than those indicated in paragraphs f) and g) with a total consideration of at least 50,000 euros [22-octiesdecies] per investor for each separate offer;

e) involving financial products other than those indicated in paragraphs f) and g) whose denomination per unit is not less than 50,000 euros [22-octiesdecies]

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 or spin-off, 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) concerning dividends paid to shareholders existing in the form of shares of the same category as those for which these dividends are paid, as long as a document is made available containing information on the number and nature of the shares, the reasons and details of the offer;

m) concerning financial instruments offered, assigned or to be assigned to directors or ex-directors or employees or ex-employees or financial promoters by their employer or parent company, of a subsidiary, associate or company under joint control, as long as the company has its main headquarters or registered office in an EU Member State and as long as a document is made available containing information on the number and nature of the financial instruments, on the reasons and details of the offer;
m-bis) concerning financial instruments offered, assigned or to be assigned to directors or ex-directors or employees or ex-employees or financial promoters by their employer or parent company, of a subsidiary, associate or company under joint control, which has its main headquarters or registered office not in an EU Member State and as long as it has financial instruments admitted to trading on a regulated market;
m-ter) concerning financial instruments offered, assigned or to be assigned to directors or ex-directors or employees or ex-employees or financial promoters by their employer or parent company, of a subsidiary, associate or company under joint control, which has its main headquarters or registered office in a third party country which has financial instruments admitted for trading on the market of a third party country, as long as:

1) suitable information and the document pursuant to letter m) is made available, at least in a language commonly used in international finance circles;
2) on the regulated market of the third party country, the European Commission has adopted the decision of equivalence established by Article 4, paragraph 1, subsections 3, 4 and 5 of Directive 2003/71/EC, as amended by Directive 2010/73/EC;

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, subsections 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, subsections 2 and 3 shall not be applied to offers addressing existing or former directors or existing or former employees or financial salesmen of a company whose securities are not listed on an organised 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 event of public offerings concerning instruments other than capital securities issued continuously or repeatedly by banks, a simplified prospectus is published that contains at least the information pursuant to Attachment 1M, as long as said instruments have the following characteristics:

1) the total price of the offer, calculated for a period of 12 months, is less than 75,000,000 euro;

2) are not subordinate, convertible or able to be traded;

3) do not grant the right to subscribe or purchase other types of financial instruments and are not connected with a derivative instrument .

5. In the case established by paragraph 4, the publication of the prospectus is carried out exclusively by making available to the public, in accordance with the provisions of Article 9, paragraphs 1, 2, 3 and 4. No publication is required of the notice pursuant to paragraph 2 of the same Article. The simplified prospectus is not transmitted to Consob nor approved by it .

6. In the event of public offerings concerning instruments other than capital securities issued continuously or repeatedly by cooperative credit banks and by banks that, in accordance with Article 2409-bis, paragraph 2 of the Italian Civil Code, may establish in the articles of association that the accounts are audited by the board of auditors:

1) the judgement established by Article 96 of the Consolidated Law may be that expressed by the party appointed to audit the accounts in accordance with Article 14 of Italian Legislative Decree no. 39 of 27 January 2010;

2) Article 97, paragraph 3 of the Consolidated Law do 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 subsection 7 shall not be subject to the prior disclosure and approval of the prospectus by Consob envisaged by Article 94, subsection 1 of the Consolidated Law. Article 101, subsection 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 34quater
(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, subsection 1, paragraph 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, subsection 1, paragraph 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 bidders shall be permitted to consult the register, if they have presented a specific request to Consob. Foreign issuers and bidders may consult the register only if in their home member nation the same possibility is acknowledged to the issuers and bidders whose home member nation is Italy.

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

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

Section II
Rules for carrying out offerings

Article 34-quinquies [22-novies - decies]
(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 methods envisaged in Article 9, subsection 1, paragraphs b) and c), shall see to the distribution of the same to the intermediaries appointed to carry out the placement.

2. Adhesion to the offer is carried out by subscription, including using electronic means, of the specific form or with other equivalent means specified in the prospectus. The form contains at least the elements of identification of the operation and the following information reproduced in a font that enables easy reading:

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

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

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

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

5. The division criteria indicated in the prospectus ensures equal treatment of those adhering to the offer. Without prejudice to alternative arrangements between the issuer or offerer and the party responsible for listing, the division is carried out by the latter.

Article 34-sexies
(Proper conduct rules)

1. Without prejudice to the matters envisaged by Article 114, subsection 12 of the Consolidated Law, the parties indicated in Article 95, subsection 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 bidder 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 bidder, 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, subsection 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, subsection 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, subsection 1, paragraph 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 bidders or by the parties which, acting on their own account or otherwise, carry out stabilization transactions, via a jointly appointed party, to the stock exchange 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 subsection 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 subsection 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 subsection 1 shall inform the public of the overall data of the purchase and sale transactions indicated in subsections 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 stock exchange 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 subsection 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, subsection 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, subsection 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 bidder, 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 unharmonised open-end collective investment undertakings under way at 1 July 2009, the bidders 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 bidders 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 subsections 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 bidders 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. Subsection 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 bidders which, pursuant to Article 22, subsection 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, subsection 1, paragraph 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, subsection 1, paragraph 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, subsection 1, have requested the issuers or the bidders to be recorded in specific registers held by the same in compliance with Article 34 quater, subsection 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 subsection 1 shall be forwarded to Consob within the deadlines and using the technical methods established by the same. As of the date of activation of the register, this data will be destroyed without delay[25].

TITLE II[26]
TAKEOVER BIDS OR EXCHANGE TENDER OFFERS

Chapter I

General rules

Article 35

(Definitions)

1. In this Title:

a) "days": trading days, meaning days that regulated markets located or operating in Italy are open, in accordance with the calendar published by Consob on its website;

b) “interested parties”: the bidder, the issuer, persons linked to them by relationships of control, companies subject to common control and associate companies, members of their boards of directors and internal control bodies and their general managers, and the shareholders of the bidder or the issuer who are parties to one of the agreements subject to disclosure pursuant to Article 122 of the Consolidated Law in addition to those operating in concert with the bidder or issuer;

c) “issuer”: companies whose financial products are the subject of a takeover bid or exchange tender offer or where one or more parties acting in concert acquire a major shareholding for the purpose of the provisions of Part IV, Title II, Chapter II, Section II, of the Consolidated Law;

d) “bidder”: any natural or legal person that promotes a takeover bid or exchange tender offer;

e) “related parties” and “related party transactions”: the parties and transactions as defined in Annex 1 to the regulations adopted by Consob with resolution no. 17221 of 12 March 2010,;

f) “independent directors”, “independent members of the management board”, and “independent supervisory board members”: the parties as defined in Article 3, subsection 1, paragraph h) of the regulations adopted by Consob with resolution no. 17221 of 12 March 2010,;

g) “long position”: a financial position in which the contracting party’s financial interest is positively correlated to the performance of the underlying;

h) “short position”: a financial position in which the contracting party’s financial interest is negatively correlated to the performance of the underlying;

i) “derivatives”: the instruments listed in Article 1, subsection 3 of the Consolidated Law, as well as any other financial instrument or contract capable of resulting in the assumption of a long or short financial position on underlying securities;

j) “group”: the parent company, its subsidiaries and the companies subject to joint control;

k) “securities”: the financial instruments specified in article 101-bis, subsection 2 of the Consolidated Law;

l) “debt securities”: the equity values specified in article 1, subsection 1-bis, letter b) of the Consolidated Law.[27]

Article 35-bis

(Scope)

1. This Title shall apply to all takeover bids and exchange tender offers, as defined by Article 1, subsection 1, paragraph v) of the Consolidated Law, without prejudice to this Article and Articles 2, subsections 3, 5 and 6 and 35-ter.

2. Article 37 and the other provisions of this Chapter that Consob from time to time may declare to be applicable shall apply to public offerings involving financial products other than financial instruments.

3. The provisions of this Title and those of Part IV, Title II, Chapter II, Section I of the Consolidated Law do not apply to takeover bids or tender exchange offers concerning financial products other than the securities offered exclusively to qualified investors, as defined in Article 34-ter, paragraph b).

4. The provisions of this Title and those of Part IV, Title II, Chapter II, Section I of the Consolidated Law do not apply to takeover bids or tender exchange offers aiming to acquire debt securities, if promoted directly or indirectly by the issuer of said debt securities, where:

a) the financial instruments that the bidder intends to purchase or, in the event of a tender exchange offer, to offer in exchange, are issued by a Member State of the Organisation for Economic Cooperation and Development (OECD) or by international organisations of a public nature to which one or more Members States of the OECD belong or that benefit from the unconditional, irrevocable guarantee of these;

b) the financial instruments other than those specified in subsection 6 that the bidder intends to acquire or, in the event of a tender exchange offer, to offer in exchange, have a total nominal value of at least 50,000 euros. To this end, the nominal value is calculated by also adding the nominal value of the financial instruments contributed by or, in the event of an exchange tender offer, offered in exchange to, each investor for each separate offer;

c) the financial instruments that the bidder intends to acquire or, in the event of a tender exchange offer, to offer in exchange, are instruments of the money market issued by banks with a due date of less than 12 months.

5. The provisions of this Title and those of Part IV, Title II, Chapter II, Section I of the Consolidated Law do not apply to takeover bids or tender exchange offers promoted directly or indirectly by the European Central Bank or by the national central banks of the Member States of the European Union.

6. The provisions of this Title and those of Part IV, Title II, Chapter II, Section I of the Consolidated Law do not apply to takeover bids or tender exchange offers, if promoted by the issuer, aiming to acquire, or in the event of tender exchange offers, to offer in exchange:

a) units of open-ended UCITs, whose minimum subscription amounts to at least 250,000 euros;

b) financial instruments issued by insurance companies with a minimum initial premium of at least 250,000 euros.

7. The following are understood as promoted by the issuer:

a) for the purposes of subsection 4, also public offerings promoted by companies which control the issuer, are its subsidiaries or are subject to joint control with it;

a) for the purposes of subsection 6, public offerings promoted by the asset management company which manages the fund or by companies which control it, are its subsidiaries or are subject to joint control with it.[28]

Article 35-ter

(Tender exchange offers aimed at acquiring debt securities)

1. As provided by Article 102, subsection 4-bis of the Consolidated Law, the bidder may send Consob a justified request containing the characteristics of the transaction and the provision of this Chapter for which exemption is requested.

2. Without prejudice to the provisions of subsection 1, in the event of exchange tender offers held concurrently in several member states of the European Union, in place of the bid document envisaged by article 38 the bidder may use the bid prospectus or listing prospectus on a regulated market, as long as the prospectus has been approved, in compliance with Directive no. 2003/71/EC, by the supervisory authorities of its home member state. In this case, the draft prospectus transmitted to the competent authorities is annexed to the justified request and the summary note is supplemented with at least the following information:

a) methods and terms of subscription of the bid in Italy;

b) payment method and related tax regime;

c) risk factors significant for the purpose of the decision to subscribe to the bid;

d) existence of potential conflicts of interest between the parties involved in the transaction, such as the bidder, parties appointed to collect subscriptions, advisors and lenders;

e) essential elements regarding the issue of financial instruments to be exchanged, as well as the related exchange ratio.

3. Should the bidder intend to use a base prospectus, the supplementary information indicated in subsection 2 is included in a separate document, to be attached to the grounded request.

4. The bidder shall promptly send Consob the amended draft prospectus transmitted to the supervisory authorities during the investigation.

5. The language rules envisaged by article 12, subsection 3 shall apply to the prospectus set forth in subsections 2 and 3.[29]

Article 36

(Publication of press releases and documents relating to the bid)

1. In this Title information shall be deemed to have been notified or made known to the market where it is contained in a statement promptly sent by Consob to at least two news agencies. Should the issuer or bidder have financial instruments admitted for trading on a regulated Italian market, the information must also be transmitted to the market management company. Should the statement need to be disclosed during contracting, the transmission to Consob and the market management company shall take place at least fifteen minutes prior to public disclosure.

2. Should the information contained in the statement be disclosed to the market by a bidder or issuer with financial instruments admitted to trading on a regulated Italian market, the methods specified in Part III, Title II, Chapter I shall apply. In the case of a bidder or issuer with financial instruments admitted to trading on a regulated non-Italian market, the methods established for that market shall apply.

3. Statements, notices and documents relating to the bid shall be published without delay on the issuer’s internet site or, in any event, on the site indicated by the bidder pursuant to Article 37, subsection 1, paragraph o).

4. For the purpose of publication on their respective websites, the issuer and the bidder shall promptly exchange the documents indicated in subsection 1.

Article 36-bis

(Publication of Consob measures)

1. The measures pursuant to Article 103, subsection 4, paragraph f) of the Consolidated Law are published in the Consob Bollettino and on its website.

Article 36-ter

(Notice of the choice of Supervisory Authority)

1. The issuing company's choice of competent authority to supervise the offer pursuant to Article 101-ter, subsection 3, paragraph c) of the Consolidated Law shall be disclosed to the market no later than the first trading day. The notice shall remain available on the issuing company’s website.

Article 37

(Communication of the bid)

1. The notice referred to in Article 102, subsection 1 of the Consolidated Law, disclosed to the market and the issuer, shall indicate:

a) the bidder and its parent companies;

b) the persons acting in concert with the bidder on the offer;

c) the issuer;

d) the category and quantity of financial products in the offer;

e) the price offered for each category of financial products in the offer, as well as the overall consideration of the offer;

f) the comparison of the price offered with the recent performance of the security, where admitted to trading in a regulated market;

g) the reasons for the bid and, where applicable, the event from which the obligation to make a bid arose;

h) the bidder’s plans, with specific regard to its intention to delisting the financial instruments in the bid from trading, and to carry out extraordinary transactions;

i) if and to what extent the bid is funded by debt;

j) the conditions the bid is subject to;

k) the shareholdings, including derivative financial instruments conferring a long position in the issuer held by the bidder and by the persons acting in concert;

l) notices or applications for authorisation required by the regulations applicable to the transaction, providing information on the initiation of the related proceedings before the supervisory authorities;

m) where applicable, the effective submission to Consob of the petition pursuant to Article 104-ter, subsection 3 of the Consolidated Law or the intention to submit such petition;

n) where applicable, the effective submission to Consob of the petition pursuant to Article 106-ter, subsection 3, paragraph c) of the Consolidated Law or the intention to submit such petition;

o) the website where the press releases and documents relating to the bid will be published.

2. If the bid regards financial products other than securities, the notice shall contain the elements indicated in subsection 1 to the extent applicable.

Article 37-bis

(Guarantees)

1. The bidder may make the communication established by article 37 only after first having ensured that he is able to fully and completely fulfil all payment commitments of the price in cash or after having taken all reasonable steps to ensure that all commitments made in relation to payments in kind will be met. If financial products issued by the bidder are offered in exchange, it is sufficient that the body responsible for issuing those financial products be called.

2. At the same time as the communication pursuant to article 37, the bidder, together with his contact and identification data, shall send Consob a declaration certifying the method by which he has complied with the provisions of subsection 1.

3. By the day before the date planned for the publication of the bid document, the bidder shall send the following to Consob:

a) the documentation on the establishment of the performance guarantees; or

b) a copy of the resolution to issue the financial products offered for a price.

Article 37-ter

(Promotion of the offer)

1. The bidder shall promote the offer by submitting the following to Consob:

a) the bid document and any acceptance forms, drawn up in accordance with the models in Annexes 2A and 2B;

b) certification of the effective transmission of the notices or applications for authorisation required by the regulations applicable to the transaction to the competent authorities.

2. The documents indicated in subsection 1, paragraph a) may also be sent in electronic form.

3. Promotion of the offers shall be disclosed without delay to the market in a statement to the market and at the same time to the issuer.

Article 37-quater

(Petition for determination of equivalence)

1. From the date of the notification pursuant to Article 37 until the day after the dissemination of the issuer’s statement, the bidder or issuer may submit to Consob the petition pursuant to Article 104-ter, subsection 3 of the Consolidated Law. The petition shall be accompanied by supporting documentation useful for the purpose of assessment and shall be copied to the issuer or to the bidder. The market shall be promptly notified of the effective submission of the petition.

2. Within five days from the receipt of the documentation, the party receiving the petition may provide Consob with its written observations, supported by suitable documentation.

3. Consob shall make its decision, by way of a justified measure, within twenty calendar days from the date of submission of the petition. If it is necessary to request additional information or documentation, this term shall be suspended once until the reception of said information or documentation.

Article 38
(Bid documents)

1. The bid document, approved by Consob and supplemented in accordance with any requests pursuant to Article 102, subsection 4 of the Consolidated Law, shall be sent to Consob and the issuer without delay, also in electronic form.

2. The document is sent to the intermediaries appointed at least in electronic form and is disclosed in accordance with article 36, subsection 3. The publication and method of disclosure of the document is simultaneously communicated by means of the publication of a notice in newspapers with suitable circulation.

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

4. A copy of the bid document shall be delivered by the bidder 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 bid 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 or any period of reopening envisaged by Article 40-bis shall be the subject of a supplement to be annexed to and published in the same manner as the bid document. The supplement shall be published within three days of its receipt by Consob with any changes the latter may request and simultaneously transmitted to the issuer. A copy of the supplement published shall be sent to Consob and to the issuer in electronic form.

Article 38-bis

(Recognition in Italy of a bid document approved by the supervisory authorities of other EU Member States)

1. A bid document approved by the supervisory authorities of another member state of the European Union shall be recognised in Italy on transmittal of the Italian translation of the bid document, accompanied by the measure approving the document issued by the supervisory authority of the home member state.

2. If the bid document is drawn up in a language commonly used in international finance circles, it shall be transmitted, accompanied with a note containing an Italian translation of the parts of the document regarding the essential elements of the bid set forth in subsection 6, subsection 3 of Directive 2004/25/EC, to the extent applicable, as well as the possible section containing warnings and/or risk factors of the transaction.

3. The documents in Italian pursuant to subsections 1 and 2 shall be supplemented by information concerning the subscription methods in Italy, the payment method and the applicable tax regime.

4. The bid documents shall be published, pursuant to Article 36, subsections 3 and 4, and Article 38, after five days from the date of receipt of these documents by Consob. By the publication date, at the latest, the bidder shall issue a press release in Italian containing the elements set forth in Article 37.

5. The issuer’s statement, where drawn up, shall be issued to the market translated into Italian. If the statement is drawn up in a language common to the international financial markets, it may be published with an Italian translation of the assessments of the bid and the fairness of the price.

6. This article also applies for the purpose of recognition of bid documents approved by supervisory authorities in another member state for a bid on financial instruments not admitted to trading in Italian regulated markets.

7. Article 11, subsection 1, paragraph c), last sentence shall apply to the translations indicated in this article.

Article 38-ter

(Recognition in Italy of a bid document approved by the supervisory authorities of non-EU countries)

1. A bid document approved by the supervisory authorities of a non-EU state with which Consob has entered into cooperation agreements, shall be recognised in Italy if:

a) the financial instruments concerned by the bid are admitted to trading on a regulated market of the same non-EU State where the issuer is subject to continuous supervision by the relevant authorities;

b) the document contains at least the information on the essential elements of the offer identified by Article 6, subsection 3 of Directive 2004/25/EC, to the extent applicable, as well as the warnings and/or risk factors of the transaction.

2. For the purpose of recognition, the bidder shall send Consob the bid document translated into Italian, accompanied by the measure approving the document issued by the supervisory authority of the non-EU member state.

3. If the bid document is drawn up in a language commonly used in international finance circles, it shall be transmitted, accompanied with a note containing an Italian translation of the parts of the document regarding the elements set forth in subsection 1, paragraph b).

4. The documents in Italian pursuant to subsections 2 and 3 shall be supplemented by information on the bid in Italy, concerning the subscription methods, the payment method and the applicable tax regime.

5. The bid documents shall be published, pursuant to Article 36, subsections 3 and 4, and Article 38, after ten days from the date of receipt of these documents by Consob. Consob may reduce this term to five days in consideration of the characteristics of the bid. By the publication date of the bid document, at the latest, the bidder shall issue a press release in Italian containing the elements set forth in Article 37.

6. The issuer’s statement, where drawn up, shall be issued to the market translated into Italian. If the statement is drawn up in a language common to the international financial markets, it may be published with an Italian translation of the assessments of the bid and the fairness of the price.

7. Article 11, subsection 1, paragraph c), last sentence shall apply to the translations indicated in this article.

Article 39

(Issuer’s statement)

1. The issuer's statement shall:

a) indicate the names of the members of the board of directors and control body present during the meeting for assessing the offer, as well as the names of those absent;

b) indicate any members of the board of directors or the supervisory board who have notified the fact that they have a possible conflict of interest, their own or of third parties, relating to the offer, specifying the nature, terms, origin and scope thereof;

c) contain all the information serving to evaluate the offer together with the reasoned opinion on the offer and the fairness of the price by the board of directors and the supervisory board, with an indication, where applicable, of its approval by majority vote and the names of those dissenting and abstaining, specifying the reasons for any dissent or abstention. The statement shall also specify, positively or negatively, any participation by any title of the members of the administrative body and supervisory board in negotiations to define the transaction;

d) indicate whether, in forming their opinion on the offer, the issuer made use of independent expert opinions or specific assessment documents. In these latter cases, the methods used and the results of each criteria applied shall be indicated;

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

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

g) contain, for bids on securities other than those pursuant to Article 101-bis, subsection 3 of the Consolidated Law, an assessment of the effects that a successful bid would have on the company's interests, as well as on employment and the location of production sites;

h) where a merger is envisaged that involves the issuer and one of the parties specified by article 39-bis, subsection 1, paragraphs a) and b) and that involves an increase in the debt of the issuer, supplies information on the company’s debt resulting from the merger; in this case, it also indicates the effects of the transaction on the loan agreements in place and on the related guarantees as well as on the need to stipulate new loan agreements;

i) recalls, for the bids specified in letter g), any provisions of the articles of association pursuant to Articles 104 and 104-bis of the Consolidated Law; discloses shareholders' resolutions pursuant to Article 104-ter of the Consolidated Law, as well as any decision to convene shareholders’ meetings pursuant to Article 104 of the Consolidated Law; where the decision is adopted subsequent to the publication of the statement, it shall promptly be made known to the market;

j) for bids specified in letter g), where the issuer’s articles of association derogate from the provisions of Article 104, subsections 1 and 1-bis of the Consolidated Law, indicate whether the issuer has executed, resolved or intends to implement deeds or transactions which could counteract achievement of the aims of the offer.

k) supplies up-to-date information:

1) on the direct or indirect possession of financial instruments of the issuer and on the direct or indirect holding of long positions on said instruments;

2) on the direct or indirect possession of financial instruments of the issuer or of its subsidiaries and parent companies and the direct or indirect holding of long positions on said instruments by the members of the board of directors and supervisory board;

l) 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 control body and its general managers and any such amounts approved.

2. If the offer regards units of closed-end mutual investment funds, the provisions of this article shall apply insofar as they are compatible. The statement shall be drawn up and issued by the Asset Management Company that manages the fund.

3. Should the bid concern bonds or other debt securities, the issuer's statement shall provide the information provided for by subsection 1, paragraphs a), b), c), d), e) and f) and up-to-date information on the direct or indirect possession of the financial instruments concerned by the bid, in addition to the direct or indirect holding of long positions on said instruments by the members of the board of directors and supervisory board.

4. The statement and the annexes pursuant to subsection 7, paragraphs a) and b), shall be sent to Consob at least three days before the date set for their dissemination. Supplemented with any information requested by Consob, they 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 subsections 1 and 2 shall be the subject of a press release.

5. Without prejudice to the provisions of article 101-bis, subsection 3 of the Consolidated Law, the statement relating to bids concerning securities is also simultaneously disclosed to workers’ representatives or, for lack of such, to the workers themselves.

6. The opinion of employee representatives pursuant to Article 103, subsection 3-bis of the Consolidated Law, where issued, shall be promptly sent to the issuer and Consob and shall be disclosed to the market. When received in good time, it shall be disseminated along with the issuer’s statement. This shall also be published according to the methods set forth in Article 36, subsections 3 and 4.

7. The issuer shall attach the following to the statement as per subsection 1:

a) the opinion required by Article 39-bis, where applicable;

b) any independent expert opinions.

8. The annexes pursuant to subsection 7, paragraphs a) and b) may be published on the website specified in accordance with article 36 or on another website specified in said statement. Article 65-bis, subsection 2 applies to issuers indicated by Article 65, subsection 1, paragraph b).

9. With reference to the documentation pursuant to subsection 7, paragraph b), the issuer may publish only the elements set forth in Annex 4, subsection 2.4, of the regulation adopted by Consob with resolution no. 17221 of 12 March 2010, providing the reasons for said choice.

Article 39-bis

(Independent director opinions)

1. This article shall apply to:

a) offers on securities promoted directly or indirectly by:

1) parties with shareholdings exceeding the threshold indicated in Article 106, subsection 1 of the Consolidated Law;

2) subscribers of a shareholder agreement of those holding a total shareholding in excess of the threshold specified by number 1);

3) directors or members of the management board or supervisory board of the issuer;

4) persons acting in concert with the parties indicated in points 1, 2 and 3.

b) offers on units of closed-end mutual funds promoted directly or indirectly by:

1) parties that hold more than thirty percent of fund units;

2) the party or parties which hold, jointly or severally, control or exercise a significant influence on the Asset Management Company (SGR) that manages the fund;

3) directors or members of the management board or supervisory board of the Asset Management Company (SGR) that manages the fund;

4) persons acting in concert with the parties indicated in points 1, 2 and 3;

c) competing bids with those specified at letters a) and b) above.

2. Before approving the issuer’s statement, Independent directors who are not related parties of the bidder, where existing, shall draw up a justified opinion containing their assessment of the bid and the fairness of the price, with the right to engage the aid of an independent expert of their choice, at the cost of the issuer. This opinion, where not entirely incorporated by the administrative body, and the opinion of the independent expert where applicable are disclosed in accordance with article 39, subsections 4, 7, 8 and 9.

3. For companies adopting a two-tier system, the opinion envisaged by subsection 2 shall be provided by the independent management board member or members who are not related parties of the bidder, where present, or by a committee composed of independent supervisory board members.

4. For bids promoted by the parties set forth in subsection 1, paragraph a), no. 3, or by parties acting in concert with them, if said parties have contracted debts for the acquisition, the bidder shall promptly notify the independent directors or parties indicated in subsection 3, upon their request, of the information on the bid provided to the lenders, also following the publication of the opinion envisaged by subsection 2. The provisions of article 41 shall remain valid.

Article 40

(Performance of bids)

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

2. Without prejudice to the provisions of Article 40-bis, subsection 1, the subscription period is agreed with the stock exchange company or, for financial products not admitted to trading in a regulated market, with Consob:

a) it shall be not less than fifteen days and not more than twenty-five days for bids promoted pursuant to Article 106, subsections 1 and 3 of the Consolidated Law;

b) it shall be not less than fifteen days and not more than forty days for other bids.

3. For bids involving bonds and other debt securities, the minimum duration is reduced to five days.

4. After consulting the bidder and the stock exchange company, Consob may, with a measure justified by the needs of correct implementation of the bid and the protection of investors, extend the bid’s duration, more than once, up to a maximum of fifty-five days. Upon grounded request by the bidder, Consob may arrange for an alternative subscription period, in the event of bids held simultaneously in more than one State.

5. The subscription period shall not start before five days have elapsed from the publication of the bid document or, if this already includes the issuer's statement, before the date of such publication.

6. 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 subscription period, such period shall be extended so that ten days shall pass from the shareholders’ meeting.

7. Subscription of the bid shall be accepted at the premises of the bidder, the appointed intermediaries or the depositories, by signing the acceptance form.

8. Subscription of bids may be collected in the regulated market in the manner indicated by the stock exchange company in the rules provided for in Article 62 of the Consolidated Law.

Article 40-bis

(Re-opening of the term of the bid)

1. Within the day after the date of payment, the term of bids on securities promoted by the parties indicated in Article 39-bis, subsection 1, paragraph a) shall be re-opened for five days, when, on publication of the results, the bidder notifies:

a) for bids whose effectiveness is subordinate to the acquisition of a specific percentage of share capital in the issuer, the occurrence or waiver of said condition;

b) for bids other than those pursuant to paragraph a):

1) of having reached a shareholding of more than half, or, should the initial shareholding of the bidder exceed half and be less than two thirds, of two thirds of the share capital represented by securities; or

2) the effective purchase of at least half of the securities in each category of the bid.

2. The re-opening of the terms envisaged by subsection 1 shall apply to bids on units of closed-end mutual funds promoted by the parties indicated in Article 39-bis, subsection 1, paragraph b) when, on publication of the results, the bidder notifies:

a) for bids whose effectiveness is subordinate to the acquisition of a specific percentage of units of the fund, the occurrence or waiver of said condition;

b) for bids other than those pursuant to paragraph a), the acquisition at least half of the units of the fund subject of the bid.

3. The re-opening of the term shall not apply:

a) when the bidder, at least five days before the end of the subscription period, announces the occurrence of the circumstances pursuant to subsections 1 and 2, paragraphs a) and b);

b) when, for bids on securities, at the end of the subscription period the bidder holds an equity investment pursuant to Article 108, subsection 1, or that pursuant to Article 108, subsection 2 of the Consolidated Law and, in the second case, the bidder has declared its intention not to restore a float sufficient to ensure regular trading;

c) to bids on securities promoted pursuant to Article 107 of the Consolidated Law.

d) to the bids provided for by subsections 1 and 2, other than those promoted in accordance with article 106, subsections 1 and 3 of the Consolidated Law, because:

1) the bidder irrevocably made the offer's effectiveness conditional on the approval of those who hold the majority of securities or units of the fund which are subscribed in the bid, without accounting for the approval of those who act in concert with the bidder; and

2) the bid receives the approval envisaged by number 1, formulated in a specific section of the subscription sheet. Subscription of the bid shall be equivalent to a statement of approval unless it is accompanied by an express manifestation of will to the contrary. Approval is irrevocable;

e) if there are bids regarding securities issued by cooperatives;

f) if there are competing offers.

4. If the term is re-opened, the price shall be paid:

a) for the securities and units of the fund which were the subject of subscription to the bid prior to the re-opening of the term, on the date originally set in the bid document;

b) for other securities or units of the fund, no later than ten days following the date indicated in paragraph a).

Article 41

(Transparency rules)

1. Statements and communications regarding a bid 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 statement referred to in Article 102, subsection 1 of the Consolidated Law and the due date set for payment of the price:

a) interested parties shall disclose their statements regarding the bid and/or the issuer according to the methods set forth in Article 36. Without prejudice to the provisions of Article 39, issuers with financial instruments admitted to trading in a regulated market shall disclose statements concerning the bid also in compliance with Article 66, subsection 2;

b) should the bidder and persons acting in concert with the bidder intend to directly, indirectly or through a third party transfer the financial products concerned by the bid to third parties, they shall notify Consob and the market no later than the day prior to the date scheduled for the transaction. Companies in the bidder’s group and those acting in concert with the bidder shall not be considered third parties;

c) interested parties shall notify Consob and the market by the end of the day of transactions carried out, including indirectly or through nominees:

1) of purchase and sale of the financial products subject of the bid, indicating the agreed prices;

2) on derivatives linked to the products subject of the bid, indicating the essential terms;

d) the bidder and the persons appointed to collect subscriptions shall announce the number thereof at least weekly; in bids on financial instruments admitted to trading in regulated markets, the announcement shall be made daily through the stock exchange company.

3. Any summaries of the bid document disseminated must, in any event:

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

b) provide references for each subject matter to the corresponding sections of the bid 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) indicate where the bid document and the issuers’ statement can be obtained.

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

5. Every announcement, however disseminated, intended to promote or deter an offer must be recognisable 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.

6. Before the payment date indicated in the bid document as well as the date envisaged by Article 40-bis, subsection 4 paragraph b), the bidder shall publish, in the same manner as the bid, the results and the necessary indications on the conclusion of the bid and the exercise of the rights provided for in the bid document, according to the instructions contained in Annex 2C.

7. In the six months following the final payment date of the offer price, the bidder and the persons acting in concert with them shall notify Consob, on a monthly basis, of the purchase and sale transaction on the financial products pursuant to subsection 2, paragraph c), no. 1 and no. 2, carried out in that month, indicating the essential terms thereof. Information is not required if these transactions have been communicated in accordance with article 152-octies.

Article 42

(Proper conduct rules)

1. The 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 the bid, shall not carry out transactions on the market with a view to influencing acceptances of the bid and shall abstain from conduct and agreements aimed at altering circumstances affecting the conditions precedent to a mandatory bid or mandatory exchange tender offer.

2. Where, in the period between the date of the notice referred to in Article 102, subsection 1 of the Consolidated Law and the final date of payment of the price, the bidders or persons acting in concert with them acquire, directly or indirectly or through nominees, the financial instruments that are the subject of the bid or take on long positions with such products as underlying, at prices higher than those of the bid, they shall realign the latter with said price. Article 44-ter, subsection 6 shall apply, insofar as it is applicable.

3. The provisions of subsection 2 shall also apply to purchases of a total quantity in excess of 0.1 percent of the category of financial products concerned by the bid, by bidders and persons acting in concert with them made in the six months following the ultimate payment date. In this case, the obligation to adjust the price to the highest price paid shall be fulfilled by the bidders through the assignment of an adjustment to bid subscribers, in accordance with the methods announced in a specific statement to the market.

4. The following do not apply to purchase and sales transactions implemented at market conditions under the scope of trading on own behalf:

a) subsection 2 if carried out for a total quantity of no more than 0.5 percent of the category of financial products concerned by the bid;

b) subsection 3 if carried out for a total quantity of no more than 1 percent of the category of financial products concerned by the bid.

5. In the event of competing bids, the issuer providing information to one of the bidders shall provide timely communication of the same information to the other bidders presenting specific and circumscribed requests to access said information. The provisions of article 41 shall remain valid.

Article 43

(Amendments of bids)

1. Amendments of bids shall be disclosed via statements disseminated pursuant to Article 36 and are admitted up to the date preceding the date set for the close of the subscription period. The bid cannot be closed in a term of less than three days from the date of publication of the amendment. The bid shall be extended where necessary.

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

3. This article does not apply to competing bids.

Article 44

(Competing bids)

1. Competing bids shall be published up to five days before the date set for the close of the preceding subscription period, even if extended.

2. Increased bids and other amendments to bids, shall be made by publishing a statement pursuant to Article 36, specifying the nature and size of the increased bid and attesting the issue of the supplementary guarantees. In the case of increased bids, the quantity requested may not be reduced.

3. Without prejudice to the right referred to in paragraph 4, increased bids and other amendments must be made within five days of the publication of the competing bid or an earlier increased bid or amendment by another bidder.

4. Increased bids may not be made beyond the fifth day preceding the close of the preceding subscription period. On the last valid day all bidders, except for those for which the deadline referred to in paragraph 3 has already expired, may make another increased bid, subject to its being notified to Consob. No further amendments to the bid are permitted.

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

6. Article 40, subsection 6, shall apply.

7. Following publication of a competing bid or an increased bid, acceptances of the other bids shall be revocable. In the five days following the publication of the results of the winning bid, such bid may be accepted, following revocation of the acceptance, for financial products for which other bids had been accepted.

8. From the date of notification of competing bids until the close of the subscription period bidders may not acquire, directly or indirectly or through nominees, the financial instruments that are the subject of the bid or the right to acquire them at a later date at prices higher than the highest price of the bids notified.

Chapter II

Mandatory takeover bids

Article 44-bis

(Regime for shares with no voting right)

1. Treasury shares held by the issuer, even indirectly, are excluded from the share capital used to calculate the equity investment for the purpose of Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law.

2. Subsection 1 shall not apply if the threshold indicated in Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law is exceeded as a result of buy-back by the issuer carried out, also indirectly, in execution of a resolution which, without prejudice to Articles 2368 and 2369 of the Italian Civil Code, was also approved with the favourable vote of the majority of the issuer's shareholders attending the shareholders’ meeting, other than the shareholder or shareholders that, jointly or severally, possess a (even relative) majority shareholding, being over 10 percent.

3. In the situations established by subsection 2, the reports on the items on the agenda envisaged by article 125-ter of the Consolidated Law must contain detailed information on the efficiency exempting the mandatory takeover bid deriving from the approval of the resolution in accordance with the methods specified by this article.

4. In order to calculate the investment indicated in subsection 1, treasury shares purchased as a result of transactions implemented as follows shall not be excluded from the share capital:

a) according to the methods indicated by Consob resolution no. 16839 of 19 March 2009, for the holding and provision of securities for use as payment in extraordinary transactions, also of shareholding exchanges, that have already been resolved;

b) to fulfil obligations generated by compensation plans approved in accordance with Article 114-bis of the Consolidated Law.

5. Treasury shares held by the issuer, even indirectly, are not excluded from the share capital and are added to the equity investment for the purpose of calculating the thresholds envisaged by Articles 108 and 111 of the Consolidated Law.

Article 44-ter

(Derivatives)

1. For the purpose of calculating the thresholds envisaged by Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law, derivatives held directly or indirectly, through trustees or nominees, which offer a long position on the securities indicated in Article 105, subsection 2 of the Consolidated Law, are calculated in the amount of the total number of underlying securities. If the number of underlying securities is variable, reference is made to the maximum quantity envisaged by the financial instrument.

2. In order to calculate the thresholds indicated in subsection 1, derivatives which grant a long position shall not be calculated where:

a) these instruments are traded on regulated markets;

b) these instruments have underlying future issue securities;

c) exceeding the threshold is due to the calculation of derivative financial instruments concerned by agreements contained in a shareholders’ agreement and aimed at resolving any situations of decision-making problems, or envisaged for cases of breach of the clauses of the pact;

d) exceeding the threshold is determined by the derivative financial instruments held, for the purpose of hedging the positions of a customer, by a qualified party as defined by Article 1, paragraph 1 letter r) of the Consolidated Law, by a Community investment company operating in the free provision of services or by an equivalent entity authorised by a Supervisory Authority of a non-EC State with which Consob has drawn up cooperation agreements[30].

3. If the purchase of the underlying securities is subject to authorisations pursuant to the law, the long position acquired shall be relevant for the purpose of exceeding the thresholds set forth in subsection 1, when the authorisation is granted.

4. For the purpose of calculating the thresholds indicated in subsection 1, long positions shall be offset with short positions on the same security limited to those deriving from the same type of financial instruments with equal conditions and the same counterparty.

5. References to the purchase of securities in Section II, Chapter II, Title II, Part IV of the Consolidated Law and in this Chapter are understood as extended, insofar as compatible, to purchases of financial instruments which offer long positions on securities.

6. To determine the price pursuant to Article 106, subsection 2 of the Consolidated Law, the price contractually attributed to the securities underlying the financial instrument and the amounts paid or received for the acquisition of the long position shall be considered.[31]

Article 44-quater

(Persons acting in concert)

1. The following are considered persons acting in concert, unless they prove that the conditions pursuant to Article 101-bis, subsection 4 of the Consolidated Law are not in place:

a) a party, his/her spouse, cohabiting partner, persons related by consanguinity or affinity, and direct relatives and relatives up to the second degree, and children of his/her spouse or cohabiting partner;

b) a party and its financial advisors for transactions relating to the issuer, where said advisors or companies belonging to their group, after awarding the appointment or in the month prior, had made purchases of issuer securities outside the trading on own behalf carried out according to ordinary operations and at market conditions.

2. The following cases of cooperation between several parties shall not in and of themselves be classified as acting in concert pursuant to Article 101-bis, subsection 4 of the Consolidated Law:

a) coordination between shareholders for the purpose of implementing the actions and exercising the rights attributed to them by Articles 2367, 2377, 2388, 2393-bis, 2395, 2396, 2408, 2409 and 2497 of the Italian Civil Code or by Articles of 126-bis, 127-ter and 157 of the Consolidated Law;

b) agreements for the submission of lists of candidates for the election of the corporate bodies pursuant to Articles 147-ter and 148 of the Consolidated Law, provided that said lists include a number of candidates that is less than half of the members to be elected or are by design preset for the election of representatives of minority interests;

c) cooperation between shareholders to prevent the approval of a resolution of the extraordinary shareholders’ meeting or a resolution of the ordinary shareholders’ meeting on:

1) remuneration of the members of corporate boards, remuneration policies and compensation schemes based on financial instruments;

2) related party transactions;

3) authorisations pursuant to Article 2390 of the Italian Civil Code or Article 104 of the Consolidated Law;

d) cooperation between shareholders to:

1) favour the approval of a shareholder meeting resolution regarding the responsibility of the members of corporate boards or a proposed item for the agenda pursuant to Article 2367 of the Italian Civil Code or Article 126-bis of the Consolidated Law;

2) gain votes for a list which presents a number of candidates that is less than half of the members to be elected, or is by design preset for the election of representatives of minority interests, also through the solicitation of voting proxies for the purpose of voting for said list.

Article 45

(Indirect takeover)

1. Acquisition, singly or in concert, of an equity investment that allows more than thirty percent of the shares of a listed company which grant 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, subsection 3, paragraph a) of the Consolidated Law, where the acquirer comes to hold, indirectly or as a result of the sum of direct and indirect equity investments, more than thirty percent of the securities of a listed company which grant voting rights for matters specified in Article 105 of the Consolidated Law.

2. An indirect equity investment for the purposes of subsection 1 shall exist where the assets of the company whose securities are held consist prevalently of equity investments in listed companies or in companies that prevalently have equity investments in listed companies.

3. For the purposes of subsections 1 and 2, prevalence shall exist where at least one of the following conditions is met:

a) the book value of the equity investments 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 equity investments represents more than one third and constitutes the principal component of the purchase price of the securities of the investor company.

4. Where the assets of the company referred to in subsection 2 consist prevalently of equity investments in a plurality of listed companies, the obligation to make a public offering only regards the securities of the companies whose value represents at least thirty percent of the total of such shareholdings.

Article 46

(Consolidation of equity investments)

1. The bid obligation referred to in Article 106, subsection 3, paragraph b) of the Consolidated Law shall arise from the acquisition, including indirect acquisition as defined in Article 45, of more than five percent of the capital represented by securities that grant voting rights for matters specified in Article 105 of the Consolidated Law as a result of purchases made in the twelve months.

Article 47

(Consideration in the form of financial instruments)

(Repealed)

Article 47-bis

(Procedure for reducing the price of mandatory takeover bids)

1. The bidder or the persons acting in concert shall promptly notify the decision to submit a petition to Consob for the reduction of the price of a mandatory takeover bid pursuant to Article 106, subsection 3, paragraph c) of the Consolidated Law.

2. The petition for a price reduction, possibly accompanied by supporting documentation, shall be submitted to Consob by the bidder or the persons acting in concert with them within five days from the notification pursuant to Article 37.

3. The petition must indicate the following, otherwise it will be impossible to proceed:

a) the occurrence of one of the circumstances pursuant to Article 106, subsection 3, letter c) of the Consolidated Law;

b) the facts which are the basis of the petition;

c) the effects on the offer price, if known.

4. Consob shall make its decision by way of a justified measure, within the term indicated by Article 102, subsection 4 of the Consolidated Law. If it is necessary to request additional information or documentation, this term shall be suspended once until the reception of said information or documentation. The information or documentation required shall be provided within the term set by Consob, which shall be no more than fifteen days.

Article 47-ter

(Price reduction in the event of exceptions)

1. The offer price shall be decreased by Consob pursuant to Article 106, subsection 3, paragraph c), no. 1, first part of the Consolidated Law in the event of an exceptional or unforeseeable event which results in a temporary, significant rise in market prices, resulting in a higher price paid by the bidder to purchase securities in the same category.

2. The decreased bid price coincides with the greater of:

a) the highest price paid for the purchases of securities of the same category by the bidder or persons acting in concert with the bidder, in the twelve-month period pursuant to article 106, subsection 2, first sentence of the Consolidated Law, not affected by the event itself; and

b) the average weighted market price referring to a period corresponding to fifteen days prior and fifteen days subsequent to the verification of the exceptional event, with the exclusion of market prices relating to sessions affected by the actual event.

3. In the presence of securities traded on various regulated markets, the prices recorded on the market with the highest trading volumes shall be considered.

Article 47-quater

(Price reduction in the event of manipulation)

1. The offer price shall be decreased by Consob pursuant to Article 106, subsection 3, paragraph c), no. 1, first part of the Consolidated Law where there are grounds to suspect manipulation which resulted in a temporary rise in market prices, resulting in a higher price paid by the bidder to purchase securities in the same category.

2. For the purpose of this article, there are grounds for suspicion in the event of:

a) transmission of the reasoned report pursuant to Article 187-decies, subsection 2 of the Consolidated Law to the Public Prosecutor;

b) enactment of one of the cautionary measures indicated in Article 187-octies of the Consolidated Law;

c) notice of charges due to breach of Article 187-ter of the Consolidated Law;

d) exercise of the criminal action in accordance with Article 405 of the Italian criminal procedure code;

e) implementation of a cautionary measure against the person being investigated or the accused.

3. The Consob decreased bid price coincides with the greater of:

b) the average weighted market price referring to a period corresponding to fifteen days prior and fifteen days subsequent to the verification of the manipulative behaviour, with the exclusion of market prices relating to sessions affected by the manipulative behaviour.

4. For the purposes of this article, in the presence of securities traded on various regulated markets, the prices recorded on the market with the highest trading volumes shall be considered.

Article 47-quinquies

(Price reduction in the event of specific trading transactions)

1. The offer price shall be decreased by Consob pursuant to Article 106, subsection 3, paragraph c), no. 2 of the Consolidated Law if the highest price paid by the bidder or the persons acting in concert with them is the price of sales transactions:

a) performed at market conditions as part of dealing for own account, for a total quantity not exceeding 0.5% of the category of financial products subject of the bid;

b) that have benefitted from the exemptions pursuant to article 49, subsection 1, paragraphs b) and g) or that could have benefitted from the exemptions pursuant to article 49, subsection 1, paragraph b), numbers 1 and 2.

2. The offer price adjusted downwards by Consob shall not consider the price of the trading transactions pursuant to subsection 1, paragraphs a) and b).

Article 47-sexies

(Procedure for increasing the price of mandatory takeover bids)

1. The procedure for increasing the price of mandatory takeover bids is automatically launched by Consob in the presence of one of the circumstances envisaged by Article 106, subsection 3, paragraph d) of the Consolidated Law, or on petition from interested parties.

2. The petition pursuant to subsection 1 shall be submitted to Consob within the ten days following the notification pursuant to Article 102, subsection 1 of the Consolidated Law.

3. The petition must indicate the following, otherwise it will be impossible to proceed:

a) the occurrence of one of the circumstances pursuant to Article 106, subsection 3, paragraph d) of the Consolidated Law;

b) the facts which are the basis of the petition;

c) the effects on the offer price, if known.

4. Consob shall inform the bidder of the automatic launch of the procedure or the effective submission of the petition.

5. Within five days from the reception of the statement pursuant to subsection 4, the bidder or the persons acting in concert with them may provide Consob with written comments and documents.

6. Consob shall make its decision by justified measure by the close of the bid. If it is necessary to request additional information or documentation during the investigation pursuant to Article 102, subsection 4 of the Consolidated Law, the term of said investigation shall be suspended, once, until the reception of said information or documentation. The information or documentation required shall be provided within the term set by Consob, which shall be no more than fifteen days. During the subscription period, Consob may suspend the bid when it is necessary to carry out investigations.

Article 47-septies

(Price increase in the event of securities purchase agreements)

1. The offer price shall be increased by Consob pursuant to Article 106, subsection 3, paragraph d), no. 1 of the Consolidated Law if the bidder or the persons acting in concert with them has agreed to purchase securities at a higher price than that paid to purchase securities in the same category. In this case, the offer price is the price agreed for the purchase of the securities.

Article 47-octies

(Price increase in the event of collusion)

1. The offer price shall be increased by Consob pursuant to Article 106, subsection 3, paragraph d), no. 2 of the Consolidated Law if a higher price than that declared by the bidder is paid as a result of verified collusion between the bidder or the persons acting in concert with them and one or more sellers. In this case, the offer price is equal to the verified price.

Article 47-novies

(Price increase in the event of manipulation)

1. The offer price shall be increased by Consob pursuant to Article 106, subsection 3, paragraph d), no. 4 of the Consolidated Law if there are grounds to suspect manipulation which resulted in a temporary reduction in the market price, resulting in a higher price paid by the bidder.

2. The offer price increased by Consob matches the average weighted market price referring to a period equal to fifteen days prior and fifteen days following the occurrence of the manipulative conduct, excluding the market prices relating to the sessions influenced by said conduct.

3. For the purposes of this article, in the presence of securities traded on various regulated markets, the prices recorded on the market with the highest trading volumes shall be considered.

4. Article 47-quater, subsection 2, shall apply.

Article 48

(Procedure for approval of prior partial bids)

1. Approval of a bid provided for in Article 107 of the Consolidated Law shall be given by a statement made on a special form prepared by the bidder, which may be annexed to the bid document. Subscription of the bid 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 bid to the address indicated by the bidder via the depository of the shares, which shall attest to the ownership thereof.

3. Approval is irrevocable. It is possible to approve more than one competing bid.

Article 49

(Exemptions)

1. An acquisition shall not give rise to the mandatory bid 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 carried out:

1) if there is a recapitalisation of the listed company or another measure to strengthen equity, and the company is in difficulty, proven by:

(i) admission to a bankruptcy proceeding envisaged in Italian Royal Decree no. 267 of 16 March 1942 or in other special laws;

(ii) approval of a debt restructuring agreement entered into with debtors pursuant to Article 182-bis of Italian Royal Decree no. 267 of 16 March 1942, disclosed to the market;

(iii) requests submitted by a prudential supervisory authority, in the event of serious losses, in order to prevent the use of extraordinary administration or administrative compulsory liquidation in accordance with the Consolidated Law, Italian Legislative Decree no. 385 of 1 September 1993, and Italian Legislative Decree no. 209 of 7 September 2005;

2) in the absence of other purchases made or agreed in the twelve months prior, exclusively by subscribing a share capital increase of the listed company, excluding the stock option, suitable to allow the company's debt exposure to recover and to ensure the re-balancing of the financial position, implemented in execution of a recovery plan, even through debt rescheduling:

(i) that is disclosed to the market;

(ii) that certifies the existence of a crisis situation;

(iii) whose reasonability is certified by a professional in accordance with Article 67, subsection 3, paragraph d) of Italian Royal Decree no. 267 of 16 March 1942;

3) when there is a crisis situation which is not attributable to the situations described in points 1) and 2) of this paragraph, provided that:

(i) should the transaction be the competence of the shareholders' meeting, also in accordance with article 2364, subsection 1, number 5 of the Italian Civil Code, the related resolution, without prejudice to the provisions of articles 2368, 2369 and 2373 of the Italian Civil Code, it is approved without the contrary vote of the majority of the shareholders attending the meeting, other than the buyer, the shareholder or shareholders holding, individually or jointly, the absolute or relative majority shareholding, because exceeding 10 percent;

(ii) when the transaction is not subject to a shareholders’ meeting resolution, it is approved by the favourable vote of the majority of shareholders other than the parties indicated in number 3 point i) above, who cast their vote by way of declaration contained in a specific voting papers prepared and made available by the company. These voting papers shall be sent to the acquirer, via the depository of the securities, which shall attest to the ownership thereof, by the date and to the address indicated by the acquirer;

c) the equity investment 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 pursuant to 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 thresholds envisaged by Article 106, subsections 1 and 3, paragraph b) of the Consolidated law are exceeded by not more than 3 percent and 1 percent and the acquirer undertakes to dispose of the excess securities within twelve months to unrelated parties and not to exercise the related voting rights. Should it be a qualified investor who exceeds the threshold envisaged by article 1, subsection 5, letter c) of the Consolidated Law, assuming guarantees under the scope of a capital increase or security listing transaction, the above limits shall not apply and terms for the transfer of the excess shares shall be eighteen months, without prejudice to the commitment not to exercise the relevant voting rights;

f) the thresholds envisaged by article 106, subsections 1 and 3, letter b) of the Consolidated Law are exceeded by virtue of the acquisition of derivative financial instruments and the buyer undertakes to transfer the excess derivates or securities to unrelated parties within six months and, during this same period, not to exercise voting rights in excess of the threshold exceeded;

g) it is consequent to mergers or spin-offs approved by meeting resolution of the company whose securities would otherwise need to be subject to the bid and without prejudice to the provisions of articles 2368, 2369 and 2373 of the Italian Civil Code, without the contrary vote of the majority of the shareholders in attendance, other than the shareholder acquiring the shareholding that exceeds the relevant threshold and the shareholder or shareholders which jointly or individually hold an absolute or relative majority shareholding that is over 10 percent. [32]

h) the obligation is the result of inheritance or free-of-charge deeds between living individuals.

2. In accordance with subsection 1, paragraph g), the articles of association may provide that the majority of contrary shareholders as specified therein precludes exemption only where at least a given share of the share capital with voting rights is represented, in any case no more than 7.5 percent.

3. In the situations provided for by subsection 1, paragraphs b), number 3) and g), reports on the agenda topics as established by article 125-ter of the Consolidated Law must contain detailed information on the efficiency expected of the mandatory takeover bid deriving from the approval of the transaction in accordance with the methods specified by this article or by the failure to reach the minimum threshold specified by the articles of association in accordance with subsection 2. In the situation specified by subsection 1, paragraph b) no. 3), point (ii), this same information shall be supplied by the administrative board of the company and shall be made available together with the voting sheet and published on the company’s website.

4. The acquirer:

a) in the case referred to in subsection 1, paragraph a), shall promptly 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 situation provided for by paragraphs e) and f), shall communicate to the market the intent to apply the exemption and the commitment not to exercise voting rights and to transfer excess securities or derivatives within the terms established therein. If it does not comply with the obligation to make the disposal, shall promote the bid at the highest price resulting from the application of Article 106, subsection 2 of the Consolidated Law to the twelve months prior and subsequent to the acquisition.[33]

Article 50

(Commitment to buy)

1. Persons held to the commitment to buy pursuant to article 108, subsection 2 of the Consolidated Law shall notify Consob and the market within ten days whether it intends to restore the float. This notification is not required where it is already included in the bid document which was followed by the exceeding of the significant threshold.

2. The sale of securities with the concurrent purchase of financial instruments which offer long positions on the same securities shall not be considered restoration of the float.

3. With regard to the obligations envisaged by Article 108, subsection 2 of the Consolidated Law, the stock exchange 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 percent, taking account of the need to ensure regular trading;

b) announce the restoration of the float.

4. Without prejudice to the provisions of Article 108, subsection 3 of the Consolidated Law, if the commitment to buy emerges following a voluntary public offering, Consob shall determine the payment as equal to the one of that offer, even if the bidder has purchased securities representing less than 90 percent of the capital with voting rights included in the offer after said offer, if it is:

a) a takeover bid promoted in accordance with article 107 of the Consolidated Law;

b) a full takeover bid set forth in article 40-bis, subsection 3, paragraph d), or voluntarily subject by the bidder to that regulation, provided the condition established by number 2 of said paragraph d) is satisfied;

c) a full takeover bid subject to the term re-opening regulations pursuant to Article 40-bis, subsection 1, or voluntarily subjected such regulations by the bidder, provided that, in both cases, in the first phase of duration of the bid, at least fifty percent of the securities in the bid were contributed to it.

5. In the other cases where the commitment to buy arises following a public offering, Consob shall determine the price of the commitment to buy, taking into account:

a) the price of the previous offering, also in light of the subscription percentage;

b) the average weighted market price of the securities subject to the offering in the six month period identified in accordance with article 108, subsection 4 of the Consolidated Law;

c) the value attributed to the securities or to the issuer by any valuation reports, drawn up by independent experts according to criteria generally used in financial analysis, not prior to six months before the triggering of the commitment to buy;

d) any other purchases of securities in the same category in the last twelve months by the party held to the commitment to buy or the party operating in concert with them.

6. If the previous offer involved a payment totally or partially represented by securities:

a) the value of that amount for the purposes of subsections 4, paragraph a) and 5, is determined by evaluating the securities offered in exchange on the basis of the weighted average of the official prices reported in the five days preceding the bid payment date. In the case where the securities offered in exchange are unlisted, for the purposes herein, the same valuation indicated by the bidder during the previous bid shall be applied;

b) Article 50- bis applies to the cases set forth in subsection 4, paragraphs b) and c).

7. In the case where the commitment to buy has not arisen following a public offering, Consob shall establish the price on the basis of the higher of the following:

a) the highest price set forth for the purchase of securities in the same category in the last twelve months by the party held to the commitment to buy or the party operating in concert with them;

b) the average weighted market price of the last six months prior to the triggering of the commitment to squeeze-out.

8. Should at least two of the elements specified in subsection 6 not be available, or should even one of the elements specified in subsection 7 not be available, the price is determined on the basis of the shareholders' equity adjusted to the current value and the trend and income prospects of the issuer.

9. For the purpose of determining the price pursuant to the previous subsections:

a) the percentage of subscriptions to the bid is determined:

(i) subtracting, both from the number of securities in the bid and from the number of securities contributed to the bid, the securities contributed by related parties of the bidder in the period from the date the bid was announced to the date of conclusion of the bid;

(ii) also calculating any purchases by the bidder outside of a full takeover bid during the subscription period, provided that the provisions of Articles 41 and 42 were complied with;

b) the average market price may be calculated with reference to a different period which Consob deems suitable when circumstances arose during the six months which reduced the significance of the prices recorded on the market.

10. The party held to the commitment to buy shall send the following to Consob, within ten working days from the time the commitment arises:

a) a request for determination of the price, also indicating the number of subscriptions to any previous bid from parties which can be classified as related parties pursuant to subsection 9;

b) in the cases pursuant to subsection 5, the valuation reports pursuant to paragraph c), where existing;

c) in the cases pursuant to subsections 5 and 7, a summary of the transactions carried out in the twelve months prior to the triggering of the commitment to buy;

d) in the cases pursuant to subsection 8, a valuation of the issuer, referring to a date no more than six months before the commitment to buy was triggered, drawn up by the party held to the commitment to buy according to criteria generally used in financial analysis, which are suitable to the specific characteristics of the issuer and its sector of operation. Said valuation shall be accompanied by an analysis of the methods used, the related results, the underlying assumptions and the value attributed to the various parameters.

11. Consob shall determine the price by way of resolution within 30 working days from receipt of the elements pursuant to subsection 10. If the elements provided are incomplete or additional elements are required, this term shall be suspended up to the date on which Consob receives the missing or supplementary elements.

Article 50-bis

(Determination of the price entirely or partly comprising securities)

1. The provisions of this article apply to the determination of the price in accordance with article 108, subsection 4 of the Consolidated Law in the situation where the price itself consists entirely or partially of securities in application of article 108, subsection 5 of the Consolidated Law.

2. In the situations provided for by article 50, subsection 4, paragraphs b) and c), the price shall take the same form as that of the bid and the proportion of securities and cash shall remain unaltered.

3. In the situations provided for by article 50, subsection 5, the price shall take the same form as that of the bid and the proportion of securities and cash shall remain established, starting from the value determined in monetary terms in accordance with article 50, on the basis of the average of the official daily prices of securities offered in exchange, weighted for the quantities traded, noted on the market in the month prior to Consob determining the price. In the case where the securities offered in exchange are unlisted, for the purposes herein, the same valuation indicated by the bidder during the previous bid shall be applied.

Article 50-ter

(Conversion into cash of the price upon request by the security holder)

1. The entity of the payment to be made in cash, upon request by the holder of the securities in accordance with article 108, subsection 5 of the Consolidated Law is determined:

a) in the hypothesis where the payment shall equal that of the previous bid in accordance with article 108, subsection 3 of the Consolidated Law or article 50-bis, subsection 2, measuring the securities offered in exchange on the basis of the weighted average of the official prices noted in the five days prior to the date of payment of the previous bid. In the case where the securities offered in exchange are unlisted, for the purposes herein, the same valuation indicated by the bidder during the previous bid shall be applied;

b) in the case where Consob shall determine, in accordance with article 50-bis, subsection 3 as equal to the measurement in monetary terms performed by Consob.

Article 50-quater

(Price for the exercise of the right to buy)

1. Without prejudice to the provisions of Article 108, subsection 3 of the Consolidated Law, the price for the exercise of the right to buy shall be determined based on the provisions of Articles 50, 50-bis and 50-ter.

2. In the cases indicated in Article 108, subsection 5 of the Consolidated Law, in the event that the owner of the securities does not opt for payment in cash as part of the procedure pursuant to Article 108, subsection 1 of the Consolidated Law, the price for the exercise of the right to buy shall take the same form as that of the previous bid.

Article 50-quinquies

(Term and procedures for the commitment and right to squeeze-out)

1. The duration of the period for submitting seller applications linked to the fulfilment of the commitment to buy pursuant to Article 108, subsections 1 and 2 of the Consolidated Law and any payment in cash shall be agreed with the stock exchange company between a minimum of fifteen and a maximum of twenty-five days. The procedure for the joint exercise of the commitment to buy set forth by Article 108, subsection 1, of the Consolidated Law and the right to buy set forth by Article 111 of the Consolidated Law is agreed with Consob and the stock exchange company.

2. The bidder shall issue a statement pursuant to Article 36, containing the necessary information for fulfilling the commitment to buy pursuant to Article 108, subsections 1 and 2 of the Consolidated Law and for exercising the right to buy pursuant to Article 111 of the Consolidated Law.

3. If, following the final date for payment of the price, new events occur or elements unknown to the market arise which capable of affecting the valuation of the securities in the bid, for the purposes of disclosure obligations linked to the commitment to buy pursuant to Article 108, subsections 1 and 2 of the Consolidated Law, the bidder shall publish a specific information document pursuant to Article 36, subsections 3 and 4, and Article 38.

4. Should the exceeding of the major threshold for the purpose of the application of article 108, subsection 2 of the Consolidated Law not occur following a takeover bid and/or tender exchange offer, the bidder must publish a document in the ways specified by articles 36, subsections 3 and 4 and 38. Insofar as they are compatible, the provisions of this Title shall apply.

5. Subsequent to the fulfilment of the right of squeeze-out pursuant to article 108, subsection 2 of the Consolidated Law, the bidder shall issue a statement in accordance with article 36, whereby he discloses the following to the market:

a) the outcome of the compliance with the right of squeeze-out;

b) the total shareholding held in the issuer’s capital;

c) if the criteria envisaged for the right of squeeze-out in accordance with article 108, subsection 1 of the Consolidated Law and for the exercise of right of squeeze-out pursuant to article 111, subsection 1 of the Consolidated Law, specifying the methods for implementation:

d) the additional information available on the revocation of the securities from listing.

6. Upon the outcome of the legal compliance with the right of squeeze-out, in accordance with article 108, subsection 1 of the Consolidated Law, should the bidder intend to restore the floating capital, he discloses a statement in accordance with article 36, establishing the terms and conditions for said restoration.

7. In the period running from the date on which the major thresholds for the purpose of the application of article 108, subsections 1 and 2 and of article 111 of the Consolidated Law and the date specified for payment of the price, articles 41 and 42 shall apply.

PART III
ISSUERS

TITLE I
LISTING OF EU FINANCIAL INSTRUMENTS AND SHARES/UNITS IN COLLECTIVE INVESTMENT UNDERTAKINGS ON ORGANISED MARKETS[34]

Chapter I
General provisions[35]

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 organised 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[36]

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, subsection 1 of the Consolidated Law, send Consob the disclosure envisaged by Article 94, subsection 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.[37]

1-bis. Before the communication envisaged in paragraph 1, any specific matters concerning the admission can be presented to Consob by the issuer and/or person requesting admission, with a view to assessing the impact that such features may have on the prospectus contents. [37-bis]

Article 53
(Listing prospectuses)

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

2. Where compatible, the following articles apply: 5, 6, 7, paragraphs 1-bis, 2, 3, 4 and 5, 8, paragraphs 1, 2, 3, 4, 5, 7, 8, 9 and 10, 34-octies and 34-novies. [37-ter]

3. The supplements envisaged by Article 113, subsection 2 of the Consolidated Law are forwarded to Consob which approves them within a maximum of seven working days from receipt thereof .The summaries note and its potential translations are also completed, if necessary, with supplements to consider the new information included in the supplement to the prospectus.[38].

Article 54
(Annual disclosures)

...repealed... 40]

Article 55
(Consob’s examination)

…repealed…[41]

Article 56
(Publication of prospectuses and supplements)

1. The approved prospectus, together with a copy of it on an electronic storage device, is deposited with Consob and made available to the public by the issuer or person requesting admission to listing on a regulated market as quickly as possible and, in any case, prior to starting trading:
a) either by means of inclusion on one or more national newspapers or newspapers with extensive coverage;
b) or in printed form, free of charge, at the registered office of the market management company to which the financial instruments are admitted for trading or the registered office of the issuer;
c) or by means of electronic form on the website of the issuer or the website of the regulated market on which admission for trading is requested.

2. The prospectus published in accordance with letters a) and b) of paragraph 1 is also published in electronic format in accordance with letter c) of paragraph 1.

3. The issuer or person requesting admission for trading on a regulated market deliver a hard copy of the prospectus free of charge to any party so requesting.

5. where compatible, Article 9, paragraphs 5, 6 and 7 apply.

6. The prospectus, the basic prospectus and the registration document are valid for the period specified by the Article 10.

7. Article 9, paragraph 8 applies to the publication of the supplement envisaged by Article 113, paragraph 2 of the Consolidated Law.

[42].

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 organised 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 organised market;

b) shares issued in substitution for shares of the same category already admitted to listing on the same organised 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 or spin off [42-bis] , 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) dividends paid to shareholders existing in the form of shares of the same category as those for which these dividends are paid, as long as said shares are of the same category as the shares already admitted for trading on the same regulated market and that a document is made available containing information on the number and nature of the shares, on the reasons and details of the offer; [42-bis] ,

f) equity securities offered, assigned or to be assigned to directors or ex-directors or employees or ex-employees or financial promoters by their employer or parent company, of a subsidiary, associate or company under joint control, as long as said financial instruments are of the same category of equity securities already admitted for trading on the same regulated market and as long as a document is made available containing information on the number and nature of the financial instruments, on the reasons and details; [42-bis] ,

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 paragraphs 3 and 4. 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: [42-bis],

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 5,000,000 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; [42-bis],

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 organised 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 paragraph d) of subsection must contain:

a) the information specified in Annex I, except for chapter 9 and subsections 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 subsection 2, the document to be submitted to Consob for the purposes of the declaration of equivalence provided for in paragraph d) of subsection 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 disclosure provided for in Article 70, subsection 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 subsections 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 75,000,000 euros; [42-bis],

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 organised market of financial instruments other than equities with a unit par value of at least 100,000 euros, there is no obligation to draw up the securities note. [42-bis],

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 paragraphs i) and j) of subsection 1.

8. Consob shall express the equivalence opinion envisaged by paragraph d) of subsection 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 subsections 2 and 3 [43] [44]

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 subsection 2, if listing is requested on an organised market in one or more member nations for financial instruments other than equities whose unit par value is at least 100,000 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 bidder or the individual who requests the listing, depending on the circumstances[45].

Chapter III[46]
Provisions regarding the listing of shares/units

in collective investment undertakings[47]

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 organised 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, subsection 1 of the Consolidated Law, signed by the bidder, 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, subsection 2 of the Consolidated Law shall be published in accordance with Article 56[48].

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 bidders 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 bidder to make changes and additions to the documents for listing. The prospectuses shall also be published on the website of the organised 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, subsection 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 organised 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 subsections, the disclosure envisaged by Article 94, subsection 1 of the Consolidated Law, signed by the bidder, 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, subsections 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, subsection 1 of the Consolidated Law, signed by the bidder, 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, subsection 3 and 12, subsection 4 and 5 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[48 - bis]..

7. The prospectuses relating to the collective investment undertakings pursuant to subsections 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[49].

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

…repealed … [50]

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

…repealed... [51]

Chapter IV
Listing on an organised market preceded by a public offering of EU financial instruments[52]

Article 63
(Disclosure to Consob and publication of prospectuses)

1. With the communication aimed at the publication of the prospectus for admission to trading, it may be notified to Consob that an offer may be made to the public in relation to the EU financial instruments concerned by the admission to listing. In this case, the communication is prepared in compliance with the model in Attachment 1l containing the summary description of the offer and the indication of the subjects promoting it, given the existence of the criteria necessary for the offer, it is also complete with the documents specified in Attachment 1A and is also signed by those who, as offerer and issuer intend to make the offer to the public.

2. Before the communication envisaged in paragraph 1, any specific matters concerning the operation can be presented to Consob by the issuer and/or offerer, with a view to assessing the impact that such features may have on the prospectus contents.

3. Any new significant fact, material error or imprecision in relation to the information contained in the prospectus that may affect the evaluation of the EU financial instruments and which arise or are detected between the time when the prospectus is approved and the time when the offer to the public is definitively close or, if later, the time when trading begins on a regulated market, are mentioned in a supplement to the prospectus.

4. Article 56, paragraphs 1, 2, 3 and 4 apply. Additionally the prospectus relating to admission of shares to trading preceded by offer to the public is published at least six working days prior to the closure of the offer .

[53].

Article 64
(Disclosure obligations)

…repealed…[54]

Article 64-bis

(Listing procedure)

…repealed... [55]

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 organised market in Italy;

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

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

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

e) “regulated information” shall mean the information indicated under Article 113 ter, subsection 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, authorised by Consob, which links up its users to the media, established and organised 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 organised market for financial instruments without the consent of the issuer, Consob and the organised market management companies if the financial instruments are listed;

i) “authorised storage device” shall mean the device which provides the centralized storage service for the regulated information envisaged by Article 113 ter, subsection 4 of the Consolidated Law, authorised by Consob and established and organised in compliance with the requisites envisaged in this Chapter, in Chapter VIII ter and in Annex 3L[56]

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 organised market[57].

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[58].

1-quater. In this Title, the term "executives with strategic responsibilities" is used to refer to the parties described as such by Annex 1 to Consob Regulation no. 17221 of 12 March 2010 setting out provisions on related party transactions, as subsequently amended [58-bis]

2. In Section I[59] of 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. [60]

3. For the purposes of the definition contained in subsection 2a), investment advice in the form of personalized recommendations which are not likely to become publicly available provided by authorised persons to clients in respect of one or more transactions relating to financial instruments shall not be considered as recommendations[61].

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 category associations [62].

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 unauthorised 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 subsection 1, paragraph 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 authorised storage device and indicates on which website, as well as in which authorised storage device for the regulated information, this information is available.

3.Issuers of securities shall organise, if not already available, a website for the publication of the regulated information[63].

Article 65-ter
(Codification of regulated information)

1. The parties indicated in Article 65 bis, subsection 1, assign an identifying code to each type of widely distributed regulated information, as indicated in Annex 3N, in accordance with the methods indicated in Annex 3I[64].

Article 65-quater
(Language)

1. When the securities are listed on organised 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 organised 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 paragraphs 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 organised 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 organised 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 subsections 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[65].

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, subsection 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 authorised 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 subsection 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 methods indicated in subsection 2 for the communication of the choice of the new SDIR[66].

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 organised 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, subsection 9, paragraph b) of the Consolidated Law providing the issuer and the organised stock exchange company with information at least ten days before the date envisaged for the start of trading.

3. The parties indicated in subsection 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 subsection 1 shall publish the information relating to the choice of disclosing the regulated information personally on their websites[67].

Article 65-septies [68]
(Storage and filing of regulated information)

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

a) shall identify an authorised 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 authorised storage device on its website.

2. The parties indicated in subsection 1 shall forward the regulated information to the authorised storage device, at the same time as its disclosure to the public, in accordance with the methods 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, subsections 3 and 3-bis[69], 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, subsection 1 of the Consolidated Law must be disclosed during the performance of trading on an organised market, it is forwarded to Consob and the stock exchange company at least fifteen minutes before its disclosure, using the methods indicated in Annexes 3I and 3M, by the parties indicated in subsection 1 and, using the methods 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 subsection 1 shall be considered as having fulfilled:

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

b) the obligations envisaged in subsections 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 authorised storage device on their behalf.

7. The parties indicated in subsection 1 who intend to identify an authorised 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 methods indicated in subsection 1 for the communication of the choice of the new authorised storage device[70].

Article 65-octies [71]
(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 organised markets can disclose the regulated information using the methods indicated in this Chapter or via its forwarding to at least two press agencies and shall publish it on its website. Articles 65 bis, subsection 3 and 65 septies, subsection 5 shall apply[72].

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

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

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

b) by publishing it on the website of the issuers indicated in subsection 1 controlled by the same[73].

3-bis. The obligation to file the regulated information published in pursuance of subsection 3, sub-paragraph a) with Consob, shall be considered fulfilled by means of connecting up with the authorised storage device[74].

4. The parties indicated in subsection 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 subsections 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 organised 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 paragraphs a) and b) of subsection 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 stock exchange company as per the methods established by the same[75].

Article 65-decies [76]
(Procedure for choosing the home member nation)

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

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

b) using the methods envisaged by Article 65 bis, subsection 1, in the cases of choosing Italy as the home member nation after at least three years from the previous choice[77].

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

3. The press release envisaged in subsection 1 is forwarded at the same time to the authorised storage device and to Consob as per Article 65 septies, using the methods envisaged in Annexes 3L and 3M.

3-bis. Issuers referred to in subsection 1 shall inform Consob without delay of any change in the choice of home member country, by the methods indicated in article 65-novies, subsection 2[78].

Article 65-undecies
(Listing without consent of the issuer)

1. For the fulfilment of the disclosure obligations envisaged by Article 113 ter, subsection 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 organised market in Italy for the securities or units in closed-end funds other than those already listed on an organised market in the EU[79].

Chapter II
Disclosure to the public

Section I
Information on significant events and circumstances [80]

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 organised 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. [81]

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 their accounting positions to be reported in the financial statements, consolidated financial statements and interim condensed financial statements and all information and accounting positions to be reported in interim reports on operations where such positions are communicated to external entities, without prejudice to where the communication takes place in normal business, profession, function or office and said entities are required to respect a confidential obligation by law, regulation, articles of association or contract, or where the same accounting positions or information has acquired a sufficient level of certainty. The communication fulfilling a regulatory obligation is, in any case, carried out during normal business, profession, duties or office;

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. [82]

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 subsection 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 organisation 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[83].

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. Parties delaying disclosure to the public of information in accordance with Article 144, paragraph 3 of the Consolidated Law shall inform Consob of the delay, indicating the related circumstances immediately after diffusion to the public of said information .

5. Consob, having been informed of a delay in the communication to the public of privileged information, may ask the parties concerned, assessing the circumstances they have presented, to proceed with said disclosure without delay. In the event of compliance, Consob can pay the expenses of the parties concerned directly.
[84]

Article 67
(Tasks of the stock exchange company)

1. The stock exchange 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[85].

2. Issuers of financial instruments and the persons controlling them shall observe the rules established by the stock exchange company in accordance with subsection 1.

3. …repealed…[86].

4. …repealed…[87]

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

1. Financial instrument issuers can disclose provisional data and quantitative objectives to third parties concerning operating trends and period accounting data, as long as at least one of the following conditions is met:

a) this data is simultaneously made available to the public with the methods specified in Chapter I;

b) said parties are required to keep to confidentiality obligations imposed by the law, regulations, articles of association or contract and the disclosure is made as part of normal business, professional operations, duties or office.

2. Issuers of financial instruments verify the coherence of the effective trend of management with the provisional data and quantitative objectives made available to the public and disclose, without delay and in accordance with the methods specified in Chapter I, the information concerning all relevant differences.
.[88]

Section II[89]
Recommendations

Article 69 [90]
(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 authorised person, the recommendation shall disclose the identity of the authority that issued the authorisation to provide investment services. Where the relevant person is not an authorised 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 [91]
(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 subsection 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 [92]
(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 authorised 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 [93]
(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 subsection 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 [94]
(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 authorised 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 authorised 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. Authorised persons who produce recommendations shall disclose to the public:

a) in general terms, the organisational and administrative arrangements, including information barriers, set up within the authorised 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 authorised person has supplied material investment banking services over the previous twelve months.

3. Public disclosure of the information specified in subsection 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 [95]
(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 subsection 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 subsections 1, 2, 3, 4 and 5, whenever the relevant person disseminating recommendations produced by a third party is an authorised 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 authorisation 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 [96]
(Alternative ways of publishing information concerning recommendations)

1. In cases where the information required by Articles 69 ter, subsections 1a), 1b) and 1c), 69 quater, subsections 1 and 2, and 69 quinquies, subsection 1, is disproportionate with respect to the length of the recommendation disseminated, or the information required by Articles 69, subsection 1, 69 ter, subsection 1, 69 quater, subsections 1 and 2 and 69 quinquies, subsection 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 subsection 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 [97]
(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 subsection.

3. At any time Consob may propose supplements and amendments to the rules referred to in subsection 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 subsections shall also apply when the Consiglio Nazionale degli Ordini dei Giornalisti amends its self-regulatory rules.

Article 69-novies [98]
(Publication of recommendations)

1. In the case of written recommendations, issuers of financial instruments, authorised 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 subsection, authorised persons who act as specialists and/or sponsors or play equivalent roles, as provided for in the rules approved by the stock exchange 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 stock exchange company, which shall make them available to the public; or

b) by making them directly available on their websites and contemporaneously sending the stock exchange 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 subsection 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. Authorised persons and legal persons in a control relationship with them referred to in subsection 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 subsections 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 authorised 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 [99].

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 subsection 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 subsection 2[100].

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

Section III[101]
Credit ratings

Article 69-decies

(Applicable provisions)

1. The credit rating emission activity is carried out in compliance with Regulation 1060/2009/EC as subsequently amended[102].

Section IV[103]
Information on extraordinary transactions

Article 70 [104]
(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 following available to the public at their registered office, on their Internet site and by the other means indicated in Chapter I, the documentation referred to in Articles 2501 septies, points 1) and 3), 2506 bis and 2506 ter of the Italian Civil Code[105].

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 twenty-one days before the date set for 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 Article 2441, sub-section 6 of the Italian Civil Code, drawn up in accordance with the general criteria specified in Annex 3A, and the report of the auditing firm on the fairness of the issue price of the shares, available to the public at their registered office, on their Internet site, and with the other means indicated in Chapter I. The valuation report provided under Article 2440 of the Italian Civil Code will be made available to the public in the same manner, at least fifteen days prior to the date set for the shareholders' meeting[106].

3-bis. Cooperatives, in accordance with Article 135-octies of the Consolidated Law, will make the documents indicated in sub-paragraph 3 available to the public, in the manner provided therein, at least fifteen days prior to the date set for the shareholders' meeting[107].

4. In the event of significant mergers, spin-offs or increases in capital by way of contributions in kind, that fall within the scope of the general criteria indicated in Annex 3B, or at the request of Consob, in relation to the characteristics of the operation, without prejudice to the provisions of paragraph 5-bis issuers of shares will make an explanatory document drawn up in compliance with Annex 3B available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I, at least fifteen days before the day set for the shareholders’ meeting. [108].

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

a) the documents referred to in subsections 1 and 2 that the Italian Civil Code requires to be made available to shareholders before the vote of the competent body will be made available to the public at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I, within the time limits specified by the Italian Civil Code[109];

b) the disclosure referred to in subsection 4 will be made available to the public at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I, within fifteen days of the vote by the competent body[110];

c) the minutes of the resolutions passed will be made available to the public at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I within thirty days of the date of the resolutions.[111]

5-bis. Without prejudice to the disclosure obligations established by the law and without prejudice to where the regulation adopted by the market management company should establish differently, issuers can make exceptions to the compliance established by paragraph 4, notifying Consob, the market management company and the public at the time of presenting the application for admission to the listing of their shares, or with the methods specified in Chapter I. The information relating to this choice is provided by the share issuers also in the financial reports published in accordance with Article 154-ter of the Consolidated Law.[111 - bis]

Article 70-bis [112]
(Assets allocated to a specific business project)

1. Issuers of shares will make available to the public at their registered office, on their Internet site, and using the other means indicated at Chapter I the minutes of resolutions establishing pools of assets allocated to a specific business project at the same time as the application is made for entry in the Register of Companies referred to in Article 2436, first subsection, of the Italian Civil Code[113].

2. If transactions referred to in sub-paragraph 1 are approved by the shareholders’ meeting, issuers of shares shall make the following available to the public at their registered office, on their Internet site and using the other means noted in Chapter I: the explanatory report of the board of directors with the information provided for in Articles 2447-ter, first subsection, and 2447-novies, fourth subsection, of the Italian Civil Code at least twenty-one days before the date set for the meeting[114].

2-bis. Cooperatives will make the explanatory report indicated in sub-paragraph 2 available to the public, in the manner provided therein, at least fifteen days prior to the date set for the shareholders' meeting[115].

3. Such issuers will make the following available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I: the documentation referred to in Article 2447-novies, first subsection, of the Italian Civil Code at the same time as it is filed with the Register of Companies[116].

4. Such issuers will make the following available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I: the contract referred to in Article 2447-bis, first subsection, paragraph b), of the Italian Civil Code at the same time as the application is made for entry in the Register of Companies referred to in Article 2447-decies, third subsection, paragraph a),[117] of the Italian Civil Code.

4-bis. Article 65-bis, subsection 2 shall apply to the disclosure of the information envisaged in the previous subsections[118]

Article 71
(Acquisitions and disposals)

1. In the event of significant acquisitions or disposals, identified according to general criteria indicated in Annex 3B, or at the request of Consob, in relation to the characteristics of the operation, except as provided in the following subsection 1-bis, issuers of shares will make the following available to the public at their registered office, on their Internet site, and using the other means noted in Chapter I: a disclosure prepared in conformity with Annex 3B within fifteen days of the conclusion of the operation. Article 65 bis, subsection 2 shall apply[119].

1-bis. Without prejudice to the disclosure obligations established by the law and without prejudice to where the regulation adopted by the market management company should establish differently, issuers can make exceptions to the compliance established by paragraph 1, notifying Consob, the market management company and the public at the time of presenting the application for admission to the listing of their shares, or with the methods specified in Chapter I. The information relating to this choice is provided by the share issuers also in the financial reports published in accordance with Article 154-ter of the Consolidated Law.[119-bis].

Article 71-bis

(Related party transactions)

…omitted…[120]

Article 72 [121]
(Other amendments to the Articles of Association and issue of bonds)[122]

1. Issuers of shares, at least twenty-one 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, will make the following available to the public at the registered office, on their Internet site, and using the other means indicated in Chapter I: the explanatory report of the board of directors prepared in accordance with Annex 3A [123].

1-bis. The cooperatives will make the explanatory report indicated in sub-paragraph 1 available to the public, in the manner provided therein, at least fifteen days prior to the date set for the shareholders' meeting[124].

2. The said issuers, when increasing share capital, with the exclusion or limitation of pre-emption rights, pursuant to Article 2441.4, second sentence, and sub-paragraph 5, of the Italian Civil Code, will 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 within the time limits and in accordance with the manner provided in sub-paragraph 1. As for cooperatives, in accordance with Article 135-octies of the Consolidated Law, the time limit for making available to the public will be fifteen days prior to the date set for the shareholders' meeting[125].

3. On the occasion of optional conversions of shares of one class into shares of another class, issuers will make the following available to the public at their registered office, on their Internet site or using the other means 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 explanatory report of the board of directors previously published in accordance with sub-paragraphs 1 and 1-bis supplemented by the information needed for the conversion. The depositories, via the central securities depository, shall communicate the requests for conversion daily to the stock exchange 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 methods indicated in Chapter I[126].

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 notice made public with the methods indicated in Chapter I[127].

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

a) the documents referred to in subsections 1 and 2 that the Italian Civil Code requires to be made available to shareholders before the vote by the competent body will be made available to the public at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I within the time limits specified by the Italian Civil Code[128];

b) the minutes of the resolutions passed will be made available to the public at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I within thirty days of the date of the resolutions[129].

5-bis. Article 65 bis, subsection 2 shall apply to the disclosure of the information envisaged in subsections 1, 2, 3, first section, and 5[130].

Article 73 [131]
(Purchase and sale of treasury shares)

1. Issuers of shares, at least twenty-one days before the shareholders’ meeting convened to approve the purchase or sale of treasury shares, will make the following available to the public at the registered office, on the Internet site, and using the other means indicated in Chapter I: the report of the board of directors prepared in accordance with Annex 3A. Article 65 bis, subsection 2 shall apply[132].

Article 74 [134]
(Measures pursuant to Article 2446 of the Italian Civil Code)

1. Issuers of shares, at least twenty-one days before the shareholders’ meeting convened to approve measures pursuant to Article 2446 of the Italian Civil Code, will make the following available to the public at the registered office, on their Internet site, and using the other means indicated in Chapter I, the explanatory report of the board of directors on the balance sheet prepared in accordance with Annex 3A and the observations of the internal control body[135].

1-bis. The cooperatives will make the documents indicated in sub-paragraph 1 available to the public, in the manner provided therein, at least fifteen days prior to the date set for the shareholders' meeting[136].

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 2446.2 and 2446.3 of the Italian Civil Code, the issuers of shares will make the minutes of the resolutions passed available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I, within thirty days from the date of passing the resolutions[137].

2-bis. Article 65 bis, subsection 2 shall apply to the disclosure of the information envisaged in the previous subsections[138].

Article 75 [139]
(Issuers securities not including shares)[140]

1. Article 70, sub-paragraphs 1, 2, 3, 3-bis and 5 and Article 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[141].

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.[142]

Article 76
(Public notices)

…omitted…[143]

Section V[144]
Periodic information

Article 77 [145]
(Annual financial statements)

1. Issuers of securities, not including cooperatives, within the time-frames provided under Article 154-ter, sub-paragraphs 1 and 1-bis of the Consolidated Law, will make the following available to the public at their registered office, their Internet site and using the other means indicated in Chapter I: the documents provided under Article 154-ter, sub-paragraph 1 of the Consolidated Law[146].

2. Subject to the time-frame set for approval and publication as provided under Article 135-sexies of the Consolidated Law, the cooperatives that issue securities will make the following available to the public at their registered office, their Internet site, and using the other means indicated in Chapter I, at the same time as filing the following at the registered office in accordance with Articles 2429. 3 of the Italian Civil Code and 41 of Italian Legislative Decree no. 127 of 9 April 1991:

a) the draft financial statements for the year, or, for companies that adopt the dual management and control system, the financial statements approved by the supervisory board and the consolidated financial statements, if drawn up, the report on operations and certificate as provided under Article 154-bis, sub-paragraph 5 of the Consolidated Law;

b) the report provided under Article 135-septies of the Consolidated Law;

c) the report of the supervisory body as provided under Article 153 of the Consolidated Law[147].

2-bis. The issuers indicated in sub-paragraphs 1 and 2, at least fifteen days prior to the date of the shareholders’ meeting, will make the following available to the public at their registered office: integral copies of the most recent financial statements of the subsidiary companies or the summary document provided for in Article 2429.4 of the Italian Civil Code, and the summary document of the essential information from the most recent financial statements of the associate companies as provided under Article 2429. 3 of the Italian Civil Code[148].

3. Within thirty days from the shareholders’ meeting or the supervisory board meeting held to approve the financial statements and in accordance with the manner provided under sub-paragraph 1, the companies indicated in sub-paragraphs 1 and 2 will make the minutes of the shareholders’ meeting or of the supervisory board meeting available to the public. If the shareholders’ meeting or the supervisory board meeting decides to modify the financial statements, the modified financial statements will be made available to the public at the registered office, on the Internet site of the issuer and with the other means indicated in Chapter I, within three days from the shareholders’ meeting or the meeting of the supervisory board[149].

Article 78 [150]
(Notes to the financial statements)

1. ... omissis ...[150-bis]

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, subsection 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[151].

Article 79
(Management Report)

... omissis ....[152]

Article 80
(Opinion of the internal control body on the granting of the audit appointment)

…omitted…[153]

Article 81 [154]
(Half-year financial reports)

1. ... omitted ^{.. [155]}

2. Issuers of securities will make the following available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I: the documents envisaged in Article 154 ter, subsection 2 of the Consolidated Law [156].

Article 81-bis
(Half-year reports - transitory regime)

…repealed...[157]

Article 81-ter [158]

(Certification of the annual financial statements, the consolidated financial statements and thehalf year abridged financial statements)[159]

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, subsection 5 of the Consolidated Law in accordance with the formats specified in Annex 3C-ter[160].

Article 82 [161]
(Interim management reports)[162]

1. Issuers of shares will make the following available to the public at their registered office, on their Internet site, and using the other means indicated in Chapter I: the documents envisaged in Article 154 ter, subsection 5 of the Consolidated Law [163].

2. …repealed…[164]

Article 82-bis
(Quarterly reports - transitory regime)

…ommitted…[165]

Article 83
(Exemptions)

1. Obligations for the preparation and publication of financial reports as envisaged in article 154-ter of the Consolidated Law 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 organised 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[166].

Section VI[167]
Other information

Article 83-bis [168]

(Information on the amendment of rights)

1. Issuers of shares shall publish without delay, by means of the methods indicated in Chapter I, any change in the rights pertaining to the various categories of shares listed on an organised 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[169].

2. Issuers of securities not including shares shall publish without delay, by means of the methods 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[170].

3. Issuers of securities shall publish without delay, by means of the methods indicated in Chapter I, the new loan issues and in particular, the secured and unsecured guarantees which assist them[171].

4. Without prejudice to the matters envisaged by way of implementation of EU Directive 2003/6, subsection 3 shall not apply to international public bodies to which at least one member nation belongs.

Article 84 [172]
(Information on the exercise of rights)

1. The parties indicated in Article 92, subsection 2 of the Consolidated Law shall provide the public without delay, in accordance with the methods 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 organised market and maintaining their integrity[173].

2. Issuers of shares will publish the notices calling shareholders’ meetings in accordance with the provisions of Article 125-bis of the Consolidated Law, on their Internet sites and using the other means indicated in Chapter I[174].

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 subsection 3, paragraphs b) and c) shall be seen to by the issuer also by means of depository intermediaries.

5. …omitted…[175]

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 subsections 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.

Article 84-bis [176]

(Information on the assignment of financial instruments to corporate officers, employees and collaborators)

1. Issuers of financial instruments with registered offices in Italy shall make available to the public, within the time-frame for publishing the notice calling the shareholders’ meeting to decide on the payment plans provided under Article 114-bis of the Consolidated Law an information document drawn up in accordance with Annex 3A, in accordance with the following means of publication:

a) making it available at their registered office;

b) publicating it on their Internet sites, for a period of time equal to the plan duration times;

c) with the other means indicated in Chapter I. The provisions of Article 65-bis, sub-paragraph 2 apply[177].

1-bis. The cooperatives, in accordance with Article 135-ter of the Consolidated Law, will make the information document indicated in sub-paragraph 1 available to the public, in the manner provided therein, at least fifteen days prior to the date set for the shareholders' meeting[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, subsection 3 of the Consolidated Law shall mean those relating to share issuers that include amongst their beneficiaries:

a) the members of the board of directors or management board, the general managers and other executive with strategiv responsabilities of the share issuers;

b) the members of the board of directors or management board of the subsidiaries of the share issuer;

c) the members of the board of directors or management board of the parent companies of 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 subsection 1, paragraph b) and indicated 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, subsection 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, subsection 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, subsection 4;

c) a summary description of the reasons for the schemes[179].

4. On the basis of the communications received in accordance with Article 114, paragraph 2 of the Consolidated Law, the share issuers shall inform the public without delay, in the ways specified by Chapter I on the compensation plans based on financial instruments, resolved by the subsidiaries for the Board of Directors or management board in the subsidaries or other parent companies or subsidiaries, if said resolutions supplement the situation of privileged information in accordance with Article 114, paragraph 1 of the Consolidated Law. The public disclosure contains at least the information established by paragraph 3. [180].

5. The financial instruments issuers with registered offices in Italy infor the public:

a) of all decisions taken by the competent body in relation to the implementation of compensation plans based on financial instruments already approved by the shareholder's meeting of said issuers;

b) of the adjustments made following extraordinary operations on the capital and other operations entailing the change in the number of financial instruments underlying the options, indicated in Annex 3A, Scheme 7, paragraph 4.23;

by the date on which the remuneration report is published, established by Art. 123-ter of the Consolidated Law, subsequent to the decisions made and adjustments indicated at letters a) and b), reporting the information as per Annex 3A, Scheme 7, for the relevant matters and table no. 1 envisaged by paragraph 4.24 of Annex 3A, Scheme 7, completed on the basis of the criteria specified therein, or by means of referral to that published in accordance with Art. 84- quater.[181].

6. The share issuers will provide the following without delay and in the manner indicated in Chapter I: the information specified in subsection 5, paragraphs a) and b), concerning the compensation schemes resolved by subsidiary companies, already disclosed pursuant to subsection 4[182].

Article 84-ter

(Explanatory Reports)

1. By the time-limit for publication of the notice calling the shareholders’ meeting, issuers of shares will make the following available to the public at their registered office, on their Internet site, and by the other means indicated in Chapter: the reports provided for under Article 125-ter, sub-paragraphs 1 and 3 of the Consolidated Law[183].

Article 84-quater

(Report on remuneration)

1. Without prejudice to the provisions of Article 114, paragraph 6 of the Consolidated law, at least twenty-one days prior to the date scheduled for the annual shareholder's meeting envisaged by Article 2364, paragraph 2 or by Article 2364-bis, paragraph 2 ot he Italian Civil Code, Italian companies with shares listed on Italian regulated markets or in other countries of the European Union, make available to the public, at their registred offices, on their websites and in the other ways specified in Chapter I, a report on remuneration, drawn up in compliacne with Annex 3A, Scheme 7-bis. Article 65-bis, paragraph 2 applies. the report is published on the website for at least the time for which the remuneration in line with said policy is assigned.

2. Fee plans established by article 114-bis of the Consolidated Law are attached to the report described at paragraph 1, or the report specifies the section of the company's website where these documents can be viewed.

3. This is without prejudice to the provisions on remuneration of any sector legislation that may be applicable by virtue of the activities carried out by the listed company.

4. In accordance with the criteria established in Annex 3A, Scheme 7-ter, the report specified under paragraph 1 describes the investments held in the company with listed shares and in the companies it controls by members of the administrative and auditing bodies, by general managers and by other executive with strategic responsibilities as well as by any spouses not legally separated and by underage children, directly or by means of subsidiaries, trusteee companies or third parties, as resulting from the book of memebers, notifications received and other information acquired by the same members of the administrative and auditing bodies, by the general managers and executives with strategic responsabilities[183-bis].

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[184].

1-bis. The share issuers shall publish the minutes of the ordinary and extraordinary shareholders’ meetings at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I within thirty days of the date of the shareholders’ meeting[185].

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, will make the following available to the public at their registered office, on their Internet site, and by the other means indicated in Chapter I: such agreements and the minutes of the shareholders' meeting that approved them available to the public at their registered office in accordance with the methods envisaged by Chapter I. Article 65 bis, subsection 2 shall apply[186].

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 organised 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.[187]

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.[188]

Article 88
(Equivalence of information)

…repealed…[189]

Article 89
(Offering of option rights)

1. Issuers of shares shall publish, in accordance with the methods 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 subsection of Article 2441 of the Italian Civil Code and the dates of the sessions in which the offering will be made[190].

Article 89-bis

(Information on adhesion to codes of conduct)

1. Issuers of securities who have not adhered or who intend not to pursue adhesion to codes of conduct shall disclose this 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 administrative body and published jointly with the report on operations or by means of a reference in the report on operations, specifying where said document is available to the public on the company’s website. [191].

Article 89-ter [192]

(Publication of the codes of conduct)

1. Category associations promoting codes of conduct, within the fifth working day of the approval of the code shall:

a) publish the following in a specific section of their website:

1) information on the level of representation of the association with respect to the reference category of operators;
2) the full text of the code.

b) disclose the approval of the code to the management company of the Italian regulated markets on which the shares issued by the issuers adhering to the codes of conduct are traded, sending the address of the specific section of the website specified under letter a). The market management companies will provide a public disclosure of the approval of the code in a specific section of their website.

2. Management companies promoting codes of conduct shall publish the full text of the code in a specific section of their website within the fifth working day of the code’s approval.

3. By the fifth working day of each month, management companies and category associations promoting codes of conduct shall disclose any changes occurring during the previous month, in accordance with the methods specified in paragraphs 1 and 2.
[193].

Section VI-bis[194]
Checking the information provided to the public

Article 89-quarter
(Criteria for examining the information disclosed by financial instrument issuers)[195]

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)[196].

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 subsection 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 subsection 2 shall be determined taking into account random selection models.

Chapter III
Disclosure to Consob

Section I
Information on extraordinary transactions

Article 90 [197]
(Mergers, spin-offs and share capital increases by way of the conferral of assets in kind)

1. Issuers of shares will send Consob:

a) the explanatory report of the board of directors and the further documentation provided under Article 2501-septies, numbers 1) and 3) and Articles 2506-bis and 2506-ter of the Italian Civil Code, at least thirty days before the date set for the shareholders’ meeting to decide on the merger or spin-off, by linking up with the authorised storage device in accordance with article 65-septies, sub-paragraph 3;

b) the explanatory report of the board of directors on share capital increases by means of the conferral of assets in kind at least thirty days before the date set for the shareholders’ meeting convened to decide on the capital increase, through the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

c) the opinion 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 twenty-one days and at least fifteen days respectively from the date set for the shareholders’ meeting to decide on the capital increase, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3. The cooperatives will send both documents, using the same methods, at least fifteen days before the date set for the shareholders’ meeting convened to decide on the capital increase;

d) the minutes of the resolutions passed, within thirty days from the date of the shareholders’ meeting, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

d-bis) the documentation pursuant to Article 70.5, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

e) a copy of the merger or spin-off deed with an indication of the date of its entry in the Register of Companies, within ten days of the filing provided for under Articles 2504 and 2506-ter of the Italian Civil Code through the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

f) the amended articles of association, within thirty days of their being filed in the Register of Companies, by means of the remote collation system, in accordance with the specific methods indicated by Consob in its disclosure[198].

2. Issuers of shares shall send the disclosure provided for in Article 70.4 where prepared to Consob at least fifteen days prior to the date set for the shareholders’ meeting by means of linking up with the authorised storage device pursuant to Article 65 septies, subsection 3[199].

Article 90-bis

(Assets allocated to a specific business project)

1. Issuers of shares will send Consob:

a) the minutes of the resolutions referred to in Article 70-bis, sub-paragraph 1, at the same time as requesting registration with the Register of Companies pursuant to Article 2436. 1 of the Italian Civil Code, by means of linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

b) in the case provided for in Article 70-bis, sub-paragraph 2, the explanatory report of the board of directors containing the information provided under articles 2447-ter, sub-paragraph 1 and 2447-novies, sub-paragraph 4 of the Italian Civil Code, at least thirty days before the date set for the shareholders’ meeting, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure. The cooperatives will transmit this explanatory report at least fifteen days prior to the date set for the meeting by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3, or, if earlier, not later than the first business day following the day in which the meeting was decided, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

c) the documentation pursuant to Article 2447-novies, sub-paragraph 1 of the Italian Civil Code, at the same time as filing with the Register of Companies, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

d) the contract provided under Article 2447-bis, sub-paragraph 1, letter b) of the Italian Civil Code, at the same time as requesting registration with the Register of Companies pursuant to Article 2447-decies, sub-paragraph 3, letter a) of the Italian Civil Code, by means of linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3[200].

Article 91
(Acquisitions and disposals)

1. Issuers of shares shall send the disclosure prepared in accordance with Article 71, where prepared, within fifteen days from conclusion of the operation, by means of linking up to Consob by means of linking up with the authorised storage device pursuant to Article 65 septies, subsection 3[201].

Article 91-bis

(Related party transactions)

…omitted…[202]

Article 92

(Other amendments to the articles of association, issues of bonds and interim dividend payments)

1. Issuers of shares will send Consob:

a) the explanatory report of the board of directors, at least thirty days before the date set for the shareholders’ meeting convened to decide on the amendments to the articles of association, different to those provided for under other provisions of this Section, or the issue of bonds, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure; The cooperatives will transmit this explanatory report at least fifteen days prior to the date set for the meeting by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3, or, if earlier, not later than the first business day following the day in which the meeting was decided, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

b) the documentation pursuant to Article 72.2, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

c) the minutes of the resolutions passed, within thirty days from the date of the shareholders’ meeting, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

d) the amended articles of association, within thirty days of their being filed in the Register of Companies, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

e) the documentation pursuant to Article 72.5, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3;

f) the 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[203].

Article 93

(Purchases and sale of treasury shares)

1. Issuers of shares that have convened a shareholders’ meeting to approve the purchase or sale of treasury shares will send Consob:

a) the report of the board of directors, at least twenty-one days prior to the date set for the shareholders’ meeting, by means of linking up with the authorised storage device pursuant to Article 65-septies, sub-paragraph 3. The cooperatives will transmit this explanatory report at least fifteen days prior to the date set for the shareholders’ meeting by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3, or, if earlier, not later than the first business day following the day in which the meeting was decided, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

b) the minutes of the shareholders’ meeting, within thirty days from the date of the shareholders’ meeting, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3[204].

Article 94

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

1. Issuers of shares that have convened the shareholders’ meeting pursuant to Article 2446 of the Italian Civil Code will send Consob:

a) the explanatory report of the board of directors, with the remarks of the control body, at least twenty-one days prior to the date set for the shareholders’ meeting, by means of linking up with the authorised storage device pursuant to Article 65-septies, sub-paragraph 3. The cooperatives will transmit these documents at least fifteen days prior to the date set for the shareholders’ meeting by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3, or, if earlier, not later than the first business day following the day in which the meeting was decided, by means of the Remote collation system, in accordance with the specific methods indicated by Consob in its disclosure;

2. The share issuers, in the case pursuant to Article 74.2 will send the minutes of the resolutions passed, within thirty days from the date of the resolutions, by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3[205].

Article 95
(Issuers of securities (not including shares) [206]

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.[207]

2. Issuers of bonds convertible into shares not admitted to listing on organised markets issued by a third party shall send Consob the information on the third-party issuer contemporaneously with its dissemination to the public[208].

Section II
Periodic information

Article 96 [209]
(Periodic disclosures)

1. Issuers of shares shall send Consob, by means of linking up with the authorised storage device pursuant to Article 65 septies, subsection 3:

a) the documentation provided under Article 77.1, 77.2 and 77.3[210];

b) the documentation provided for in Article 154 ter, subsections 2 and 5 of the Consolidated Law.

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 authorised storage device pursuant to Article 65 septies, subsection 3, the documentation referred to in Article 96.1a) and that envisaged by Article 154 ter, subsection 2 of the Consolidated Law.

2. Issuers of bonds convertible into shares not listed on organised 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 authorised storage device pursuant to Article 65 septies, subsection 3[211]

Article 97-bis
(Exemptions)

1. The provisions of this Section shall not apply to persons indicated in article 83[212].

Section III
Other information

Article 98 [213]
(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 methods 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[214]

1-bis. The disclosure pursuant to subsection 1 shall be made not later than the day following:

a) the filing with the Register of Companies of the certificate of increase in capital provided for in the third subsection of Article 2420-bis and the first subsection 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 subsection 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[215].

2. The notification shall be made within five days of the entry in the Register of Companies:

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 subsection of Article 2436 of the Italian Civil Code, of the amended Articles of Association.[216]

Article 98-bis [217]
(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, subsection 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 methods pursuant to Chapter I. The notification shall be sent no later than the day following the issue.[218]

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 authorised storage device pursuant to Article 65 septies, subsection 3[219].

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 according to the procedures established in the dedicated User Guide published on Consob's website.[220]

Article 101
(Disclosures of purchases and sales of financial instruments)

…repealed…[221]

Chapter IV[222]
Collective investment undertakings listed on an organised 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 organised 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 organised 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 organised market in Italy has been presented.

4. The parties pursuant to subsections 1 and 2 shall disclose the information, deeds or documents pursuant to Article 26, subsection 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[223].

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 organised market in Italy, available to the public at their registered office by means of the methods indicated in Chapter I[224].

2. Issuers of shares or units in foreign closed-end collective investment undertakings, whose home member nation is Italy in accordance with Article 1, subsection 1, paragraph w quater, numbers 3 and 4 of the Consolidated Law, shall provide the public – in accordance with the methods and time limits indicated by the previous subsection – 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, subsection 6 of the Consolidated Law.

3. The parties pursuant to the previous subsections shall provide the public - at the registered offices and using the methods indicated in Chapter I – with the document envisaged by Article 154 ter, subsection 5 of the Consolidated Law, describing the particularly important events for the collective investment undertakings which have occurred during the reporting 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, subsection 2 shall apply to the disclosure of the information envisaged in subsections 1 and 3.

5. The parties pursuant to the previous subsections shall observe Article 15, subsection 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[225];

6. The parties pursuant to the previous subsections 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 organised market in Italy, the asset management companies and the Sicavs, as well as the foreign issuers shall observe Article 15, subsection 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[226]:

2. The information envisaged in Article 19, subsections 2 and 3, shall be disseminated by being promptly posted on the websites of the parties referred to in subsection 1 and made available at the organised stock exchange company and the custodian bank or the party envisaged in the regulations of the Bank of Italy[227].

3. The harmonized management companies, with reference to each collective investment undertaking listed on an organised market in Italy, shall observe Article 15, subsection 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[228].

4. The information envisaged by Article 22, subsection 5 shall be disclosed by means of its prompt communication on the website of the parties indicated in subsection 3 and made available at the management company of the organised market and the party specified in the Bank of Italy regulations[229].

Chapter V[230]
Issuers of financial instruments listed on organised markets other than the stock exchange

Article 104
(Information on significant events)

…repealed…

Article 105
(Extraordinary transactions)

…repealed…

Article 106
(Periodic information)

…repealed…

Article 107
(Other information)

…repealed…

Chapter VI
Issuers of financial instruments widely distributed among the public

Article 108 [231]
(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 subsection, 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.[232]

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, subsection 1 of the Consolidated Law:

a) by observing the provisions envisaged by Articles 66, subsections 1, 2, paragraphs a), b) and c), and 3, subsubsections b), and 66 bis;

b) by means of the methods indicated in Chapter I or sending the press release to at least two press agencies.

2. The press release shall be forwarded to the authorised storage device as per Article 65 septies, subsection 2, or - by the following day - published on the website of the issuer of widely distributed financial instruments[233]

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 subsection 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.[234]

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 Register of Companies 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 methods pursuant to Article 109, subsection 1, paragraph b)[235].

2. Issuers of widely distributed shares shall send Consob the documentation referred to in subsection 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 subsection 1.

Article 111
(Other information)

1. Issuers of widely distributed financial instruments shall comply with Article 84.1.[236]

1-bis. The provisions of Article 84-bis shall apply to diffused financial instrument issuers, with the exception of paragraph 2.[237].

2. Issuers of widely distributed shares shall also comply with Article 84.2. [238]

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[239].

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 methods indicated Chapter I[240].

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[241]

Article 112
(Exemptions)

(1.) …repealed….[242]

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. [243]

Chapter VII
Issuers listed on Italian organised markets[244]

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 organised 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 organised 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[245].

Article 113
(Information on significant events and circumstances)

…repealed….[246]

Article 114
(Extraordinary transactions and other information)

1. Foreign issuers whose financial instruments are listed solely on organised 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[247].

Article 115
(Information divulged abroad)

1. Issuers of financial instruments listed also on organised markets of other EU countries, shall make additional information available to the public in accordance with the methods envisaged in Chapter I, provided in said countries, if it has not been disclosed in observance of the methods envisaged by EU directives 2004/109 and 2007/14.

2. Without prejudice to the matters envisaged by subsection 1, issuers of financial instruments also listed on markets of non-EU countries shall provide the public, using the methods indicated in subsection 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 subsections 1 and 2 is forwarded to Consob at the same time it is disclosed to the public[248].

Article 116
(Equivalence of the information)

1. At the time of listing, Consob may permit the issuers indicated in Article 1, subsection 1, paragraph 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 methods 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 subsection 1.

3. Without prejudice to the matters envisaged in Articles 115 and 116 ter, the parties indicated in subsection 1 shall provide the public – using the methods 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 subsection 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, subsections 4, 5 and 7 of EU directive 2004/109[249].

Chapter VII bis[250]
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 organised markets in other EU member nations and not in Italy, shall provide Consob with information in accordance with the methods indicated by the same in its disclosure[250-bis].

2. The issuers indicated in subsection 1 shall forward the regulated information to the authorised storage device, at the same time as its disclosure to the public, in accordance with the methods indicated by the manager of the authorised storage device.

3. The parties indicated under subsection 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 authorised storage device.

4. The parties who issue securities in relation to which the first request for listing on organised 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 subsection 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 organised 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 organised 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 methods envisaged in Chapter I, if it has not been disclosed in observance of the methods envisaged by EU directives 2004/109 and 2007/14.

2. Without prejudice to the matters established by subsection 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 methods indicated in said subsection 1.

The information indicated in subsections 1 and 2 is forwarded to Consob at the same time as its disclosure to the public.

Chapter VIII[251]
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, subsection 1, paragraphs 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[252]
Dissemination of regulated disclosure systems

Article 116-quinquies
(Requisites of the SDIR (dissemination of regulated disclosures system))

1. For the purpose of issuing the authorisation to perform the dissemination service, by Consob, the SDIR shall guarantee:

a) the observance of the provisions indicated in Chapter I and the organisational 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, subsection 1 of the Consolidated Law, disclosed during the performance of trading on the organised market on which listing of the financial instruments has been requested, Consob and the stock exchange company the access, indicated in paragraph 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 authorised storage device on behalf of its users.

3. The parties authorised 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 authorised storage devices, established by means of a specific provision of Consob as per Article 113 ter, subsection 4, paragraph b) of the Consolidated Law.

Article 116-sexies
(Application for authorisation of a SDIR)

1. The application for authorisation 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 authorisation 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 subsection 1 shall be suspended until the expiry of the deadline for the forwarding of the additional information requested.

3. The authorisation 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 authorisation)

1. Consob shall oversee the maintenance by the SDIR of the requisites necessary for authorisation. 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 methods and technological innovation, changes the requisites indicated in Annex 3I, the party who manages the SDIR previously authorised 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 authorisation and the cancellation of the party which manages the SDIR from the list as per Article 116 septies, subsection 3.

3. Any change concerning the requisites necessary for the authorisation, which occur subsequently to the registration of the authorised party in the list as per Article 116 septies, subsection 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 authorised 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 authorisation and the cancellation of the party which manages the SDIR from the list as per Article 116 septies, subsection 3.

5. The party authorised 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 authorisation revocation decision, the documentation relating to the regulated information processing procedure performed in the last five years.

Section VIII-ter[253]
Authorised storage devices

Article 116-novies
(Features of authorised storage devices)

1. The authorised 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 authorisation)

1. The application for authorisation 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 authorisation 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 subsection 1 shall be suspended until the expiry of the deadline for the forwarding of the additional information requested.

3. The authorisation 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 authorisation)

1. Consob shall oversee the maintenance by the storage device of the requisites necessary for authorisation. 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 methods and technological innovation, changes the requisites indicated in Annex 3L, the party who manages the storage device previously authorised, 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 authorisation and the cancellation of the party which manages the storage device from the list as per Article 116 undecies, subsection 3.

3. Any change concerning the requisites necessary for the authorisation, which occur subsequently to the registration of the authorised party in the list of parties which manage the storage device as per Article 116 undecies, subsection 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 authorised 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 authorisation and the cancellation of the party which manages the storage device from the list as per Article 116 undecies, subsection 3.

5. The party authorised 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 methods 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, subsection 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 investments": shares comprising the underlying capital of derivative financial instruments listed under Article 1, paragraph 3 of the Consolidated Law and all other financial instrument or contract, which, by virtue of a legally binding agreement, attributes the holder, on its exclusive initiative, the unconditional right to purchase, by physical delivery, the underlying shares or the discretion to buy, by means of physical delivery, the underlying shares;

d1) "other long positions": shares which constitute the underlying item of derivative financial instruments listed by article 1, paragraph 3 of the Consolidated Law and all other financial instrument or contract, other than those relevant for potential investments, able to determine the assumption of an financial interest, positively linked to the trend of the underlying item, including the case of the counterparty of the holder of a short position;

d2) “short position”: a financial position in which the contracting party’s financial interest is negatively correlated to the performance of the underlying;

d3) "overall long position": the aggregate position held in shares, potential investments and other long positions[254];

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, authorisation 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 authorised 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 authorisation would be necessary, as well as the SGRs and the harmonized management companies authorised 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 authorisation, 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 organised 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[255]

Section I
Holdings in listed issuers[256] ^/ [257]

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.%, 75%, 90% and 95% are reached or exceed;

c) the holding falls below the thresholds specified in paragraphs a) and b).

2. The obligations envisaged in subsection 1 shall also apply to those who reach or exceed the thresholds as per this subsection, 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[258].

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, subsections 1 and 2 shall apply to the disclosure obligations concerning the shares of listed issuers, held by companies controlled by the latter[259].

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, subsection 3, paragraph a), provided that the same do not exercise the voting right.

3. For the same purposes as subsection 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[260].

Article 119

(Calculation criteria for potential investments and the overall long position)

1. Those who directly or through nominees, trustees or subsidiary companies, hold potential investments, disclose the following to the investee and to Consob:

a)reaching or exceeding the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%;

b)the reduction of the potential investment to below the thresholds specified at letter a).

2. Those who directly or through nominees, trustees or subsidiary companies, hold an overall long position, disclose the following to the investee and to Consob:

a) exceeding the thresholds of 10%, 20%, 30% and 50%;

b)the reduction to below the thresholds specified at letter a).

3. The provisions of articles 117, paragraph 2 and 118, paragraphs 6, 7 and 8 shall apply.

4. For the purpose of calculating potential investments and the overall long position, no offsetting is permitted with any short positions concerning the same shares as underlying.

5. Shares that can be purchased by means of the exercise of conversion rights or warrants are calculated for the purpose of paragraph 1 only if the acquisition can take place within sixty days.

6. For the purpose of the disclosure obligations pursuant to paragraph 1, investments held in accordance with Article 117 are not considered.

6-bis.For the purpose of calculating potential investments and overall long positions, if the number of underlying shares is variable, reference is made to the maximum quantity provided for by the financial instrument.

6-ter.For the purpose of calculating the disclosure obligations pursuant to paragraph 2, the other long positions are only disclosed if exceeding the threshold by 2%.

6-quater.The obligations established by paragraph 2 shall not apply if the exceeding or reduction to below the thresholds set out therein is disclosed in accordance with Articles 117 or 119, paragraph 1 and no other long positions are held.

7. The provisions of the above paragraphs also apply to management companies and qualified parties[261].

Article 119-bis [262]
(Exemptions)

1. Subsidiary companies shall not be bound by the disclosure obligations envisaged by this Section when, with reference to the holding held by the same, these obligations exist to the charge of the parent company.

2. The obligations pursuant to subsection 1 can be fulfilled by just the subsidiary company, provided that the completeness of the information regarding the entire control chain is ensured, also in relation to other holdings held by the parent company directly or indirectly.

3. The disclosure obligations pursuant to this Section shall not apply:

a) to those who acquire the shares exclusively for the purpose of the offsetting and settlement of the transactions covering said shares within a maximum deadline of three trading days after the transaction or to central counterparts for the shares covered by the transactions it guarantees and subjects to executive procedures, within the time limits required for the completion of said procedures;

b) to those who hold the shares within the sphere of the provision of the share custody service, provided that the latter can only exercise the voting rights pertaining to said shares in accordance with the instructions provided in writing or via electronic mediums by the shareholders due the voting right;

c) to the purchase or disposal of shares or potential holdings under the threshold of 10%, by a market maker who acts in this capacity in relation to the financial instruments covered by his activities, provided that the same market maker:

- is authorised by a home member nation in accordance with EU directive 2004/39;

- does not intervene in the management of the listed issuer or exercise any influence on said issuer for the purpose of the purchase of said shares or potential holdings or sustaining the price of the same;

- is able to identify the shares or the potential holdings held for the purpose of the market making activities, by means of methods which may be checked by Consob, or the holding of the same in a specific and separate account;

- provides Consob with the market making agreement with the stock exchange company and/or the issuer possibly required by law and the related implementing provisions, in force in the EU member nation which the market maker performs its activities;

- informs Consob, at the latest within five trading days of the date of reaching or exceeding the significant threshold or falling below this threshold, that it intends to perform and performs market making activities on the shares or on the potential holdings of a listed issuer, using the TR-2 form contained in Annex 4C. The market maker shall also have to inform Consob without delay of the termination of the market making activities on the same shares or potential holdings[263].

4. The voting rights pertaining to the shares held in the trading portfolio of a bank or an investment company, as defined in Article 11 of EU directive 2006/49, are not reckoned for the purpose of the obligations pursuant to this Section provided that:

- the voting rights pertaining to the shares held in the trading portfolio do not exceed 5%; and

- the bank or investment company ensures that the voting rights pertaining to the shares held in the trading portfolio are not exercised or otherwise used to intervene in the management of the issuer.

5. Articles 117 and 118, subsection 1, paragraph a), shall not apply to shares acquired or sold by the European Central bank or the national central banks of the member nations when exercising their monetary authority functions, including the shares given or received by way of pledge, the shares subject to repurchase agreement or similar liquidity contracts, for the purposes of monetary policy or within the sphere of a payment system.

6. The exemption pursuant to the previous subsection shall apply to short-term transactions and on condition that the voting rights pertaining to these shares are not exercised.

7. SGRs, Sicavs and harmonized management companies which, exclusively within the sphere of the management of harmonized collective investment undertakings, have acquired managed holdings, potential or otherwise, to an extent greater than 2% or lower than 5%, shall not be bound by the disclosure obligations envisaged by this Section.

8. The exemption pursuant to subsection 7 shall apply to the non-EU management companies provided that the functioning layouts of the managed collective investment undertakings are compatible with those envisaged for the harmonized collective investment undertakings[264].

8-bis. For the purpose of the disclosure obligations of the overall long position, the following are not calculated:

a) the other long positions held for the purpose of hedging the positions of a customer, by a qualified party as defined by Article 1, paragraph 1 letter r) of the Consolidated Law, by a Community investment company operating in the free provision of services or by an equivalent entity authorised by a Supervisory Authority of a non-EC State with which Consob has drawn up cooperation agreements.

b)other long positions acquired or sold by a market maker acting as such, also outside regulated markets and multilateral trading systems, as long as:

1) said party:

- is one of those specified under letter a);

- does not intervene in the management of the listed share issuer nor exert any influence over said issuer for the purpose of acquiring said positions or supporting their price;

- is able to identify the long positions held for the purpose of market making activities in ways that can be verified by Consob, or by holding them in a specific, separate account;

2) the overall long position does not exceed the threshold of 30%;

c)financial instruments linked to financial indices or other comparable financial instruments, as long as the shares of the issuer included in the index or underlying the financial instruments included:

1) do not represent more than 1% of the total shares issued; and

2) their weight in the index is no more than 20% of the overall value of the securities included in the index[265].

Article 119-ter
(Manner of aggregating holdings managed)

1. The parent company of one or more management companies shall not be obliged to aggregate its holdings, potential or otherwise, or an overall long position, or those of another subsidiary company, with the managed holdings, provided that the management company exercises the voting right pertaining to the managed holdings independently from the parent company or another company controlled by the same[266].

2. The parent company of one or more qualified parties shall not be obliged to aggregate its holdings, potential or otherwise, or an overall long position, or those of another subsidiary company, with the managed holdings, potential or otherwise, or an overall long position, provided that the qualified parties:

a) exercise the right to vote pertaining to the managed holdings exclusively in relation to instructions imparted by the customer in writing or via electronic mediums, or ensure that the portfolio management service is provided independently from any other investment activity or service under equivalent conditions to those envisaged by EU directive 85/611, by means of the creation of appropriate devices; and

b) exercise the right to vote pertaining to the managed holdings independently from the parent company or another company controlled by the same[267].

3. The parent company shall be obliged to aggregate its holdings, potential or otherwise, or an overall long position, or those of another subsidiary company, with the managed holdings, potential or otherwise, or an overall long position, in the event that the management company or the controlled qualified parties have no discretion in the exercise of the voting rights pertaining to the managed holding and receive direct or indirect instructions for the exercise of the same by the parent company or another company controlled by the same[268].

4. For the purposes of the application of subsections 1 and 2, the parent company of one or more management companies or qualified parties shall forward Consob without delay:

a) a constantly updated list of the management companies or the controlled qualified parties, with indication of the related supervisory authorities who are competent or, if necessary, mention of the absence of the authority which carries out supervisory functions;

b) with reference to each management company or controlled qualified party, a statement certifying that:

- the parent company does interfere in any way, not even by imparting direct or indirect instructions, in the exercise of the voting rights relating to the holdings managed;

- the management company or the qualified parties exercise the voting rights relating to the managed holdings independently from the parent company.

5. The possibility of availing of the criteria envisaged by subsections 1 and 2 shall be unaffected for the parent company of one or more management companies or qualified parties, only in relation to potential holdings. In this event, Consob is only sent the list pursuant to subsection 1, paragraph a).

6. The parent company of one or more management companies or qualified parties shall forward Consob, upon the request of the same, information suitable for proving that:

a) its organisation structure and that of the management companies or the qualified parties permits the independent exercise of the voting rights inherent to the managed holdings. For such purposes, the parent company and the management company or the qualified parties shall adopt specific written procedures aimed at preventing the circulation of information between the same in relation to the exercise of the voting rights;

b) the individuals who are responsible for the decision on the methods for exercising the voting rights act independently;

c) the management activities in its favour are carried out by the management company or by the controlled qualified parties on the basis of a contractual relationship which envisages a normal customer relationship.

7. Solely in relation to non-EU management companies and non-EU qualified parties, subsections 1 to 6 shall apply on condition that the legislation of the country they belong to envisages the following conditions:

a) exercise of the voting rights pertaining to the holdings managed independently and discretionally;

b) obligation, in the event of conflict of interests, not to take into consideration the interests of the parent company or another company controlled by the same.

8. The parent company of one or more parties pursuant to subsection 7, shall be obliged to certify the requisites envisaged in the same subsection with reference to each party controlled[269].

Article 120
(Transparency on parties subscribing to shareholders’ agreements)

1. Those who hold a holding lower than the threshold of 2% and comply with a relevant shareholders’ agreement as per Article 122, subsections 1 and 5, paragraphs a) and d) of the Consolidated Law, shall also take into account – for the purposes of the disclosure obligations pursuant to Article 117 – in relation to the thresholds of 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%, the shares conferred in the agreement between the other parties complying, indicating:

a) the shares conferred in total in the agreement;

b) the treasury shares conferred in the agreement;

c) any other shares not conferred in the agreement.

2. Declarations pursuant to subsection 1 shall also be made by those who comply with the shareholders’ agreement via third parties or trustees and by those who control parties to the agreement.

3. Declarations shall be made according to the indications contained in Annex 4B under the terms pursuant to Article 121, subsection 1.

4. Declarations shall not be due where the same information is made public by means of the extract pursuant to Article 122 of the Consolidated Law under the terms pursuant to Article 121, subsection 1[270].

Article 121 [271]
(Disclosure time limits and procedures)

1. Declarations of holding, potential or otherwise, and the overall long position, shall be made without delay and in any event within five trading days of the date of the transaction leading to the obligation, regardless of the date on which it is carried out, or of that when the obliged party has been informed of the events which involve changes in the share capital as per Article 117, subsection 2 [272].

2. Declarations shall be made using the forms contained in Annex 4A and observing the instructions contained in Annex 4B.

3. Where more than one party not linked by control relationships is required to send a declaration for the same holding, the obligations may be fulfilled by just one of them, provided the completeness of the information all the parties are required to provide is guaranteed, also in relation to any additional holdings held by each one and without prejudice to the responsibility of the individual parties obliged to make the disclosure[273].

Article 122
(Manner of publishing information)

1. In place of the listed issuers, Consob shall make public the information it acquires within three trading days of the receipt of declarations, according to the methods envisaged in Title II, Chapter I[274].

Article 122-bis [275]
(Transparency on financial instruments envisaged by Article 2351.5 of the Italian Civil Code)

1. Those who hold 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, subsection 5, of the Italian Civil Code shall notify the listed issuer and Consob where:

a) they are able on their own to elect a member of the board of directors or the internal control body or cease to be able to do so; or

b) they exceed, with respect to the aggregate amount of financial instruments issued of the same category, the thresholds of 10%, 25%, 50% and 75% or fall below such thresholds[276].

2. For the purposes of applying the previous subsection, the following financial instruments shall count:

- those that a person owns, even if the voting rights belong or are assigned to third parties, or of which the voting rights belong or are assigned to him;

- those that are owned by nominees, trustees or subsidiary companies or of which the voting rights belong or are assigned to such persons.

Article 118, subsections 4 and 5 shall apply[277].

3. Notifications referred to in subsection 1 shall be made within five trading days of learning of the possibility referred to in subsection 1.a) or of the transaction triggering the disclosure requirement referred to in subsection 1.b) regardless of the date on which the transaction is to take effect, using the form contained in Annex 4. Article 121.3 shall apply[278].

4. Consob shall make public the information it acquires within fifteen trading days of the receipt of notifications, in accordance with the methods envisaged by Title II, Chapter I.[279]

Section II
Holdings in unlisted companies and limited liability companies (società a responsabilità limitata)

Article 123
(Manner of calculating holdings)

1. For the purposes of determining the disclosure requirements referred to in Article 120.3 of the Consolidated Law and Articles 124 and 125, the following shall be counted:

a) shares or capital parts owned by a listed issuer, including those of which the voting rights belong or are assigned to third parties[280];

b) shares or capital parts of which the voting rights belong or are assigned to the same issuer in question where they allow the company to exercise a dominant or significant influence in the shareholders’ meeting within the meaning of the first and third subsections of Article 2359 of the Italian Civil Code[281].

2. Article 118.3 shall apply[282].

Article 124
(Disclosure of significant holdings to the issuing company)

1. Listed issuers that participate in the capital represented by voting shares of unlisted companies or società a responsabilità limitata shall inform the investee company where the holding falls below the 10% threshold[283].

2. The disclosures to the investee company provided for in Article 120.3 of the Consolidated Law and subsection 1 shall be made within seven days of the date of acquisition or disposal of the shares, capital parts or voting rights.

3. Article 121.3 shall apply[284].

Article 125
(Disclosure of significant holdings to Consob)

1. Listed issuers shall inform Consob of holdings exceeding 10% of the capital represented by voting shares of an unlisted company or by capital parts of a società a responsabilità limitata attributable to them at the closing date of the financial year.

2. The disclosures to Consob shall be made within thirty days of the date of approval of the draft annual report, using form 120A contained in Annex 4A.

3. If several listed issuers linked by control relationships are obliged to make the disclosure pursuant to this Section relating to the same holding, these obligations may be met also by just one of them, provided that the completeness of the information due by all the listed issuers is guaranteed and without prejudice to the responsibility of the individual parties obliged to make the disclosure.

Article 121.3 shall apply[285].

Article 126
(Procedure for publishing information)

1. Listed issuers shall make public the information specified in the preceding articles at the same time as they make public their draft annual report and annual report[286].

Chapter II
Shareholders’ agreements

Section I
Disclosure of agreements

Article 127
(Parties subject to obligations and content of disclosures)

1. Parties to a shareholders’ agreement as envisaged in article 122 of the Consolidated Law, referring to investments which as a whole are equal to or exceed the threshold indicated in article 120, subsection 2 of the Consolidated Law, are jointly obliged to inform Consob[287].

2. The disclosure shall be made within five days of stipulation of the agreement, by sending:

a) a full copy of the agreement with a declaration of its conformity with the original;

b) a copy of the abstract published pursuant to Section II of this Chapter, indicating the daily newspaper in which the abstract was published and the date of publication. If not yet published, the abstract and the aforementioned information shall be submitted to Consob within two days of publication of the abstract;

c) the following information:

- the personal details, including the tax code, of all parties to the agreement and of persons responsible for their control;

- the date the agreement was filed with the Register of Companies. If the agreement has not yet been filed, the date shall be submitted within two days of filing[288].

3. Without prejudice to subsection 2, the documents specified in paragraphs a) and b) thereof shall also be sent in electronic form, together with the form provided for in Annex 4C, prepared in accordance with the instructions contained in Annex 4D[289].

3-bis. Disclosure obligations to Consob as envisaged in this Chapter may be met, by the deadlines indicated herein, through the issuer of listed shares covered by the agreement, via the Remote Collation system, in accordance with the specific methods indicated by Consob Communication, without prejudice to the liability of parties to the shareholders’ agreement[290].

Article 128
(Other disclosures)

1. Within five days of their being perfected, the following shall be disclosed to Consob:

a) changes in the agreement, by sending an integral copy of the amended agreement showing the changes made or a copy of the separate agreement amending the original agreement; the amended agreement or the agreement amending the original agreement shall also be sent in electronic form;

b) changes in shares and financial instruments giving the right to buy or subscribe for shares contributed to the agreement overall or individually and the other information specified in Articles 130.1b) and 130.1c) where such changes do not have to be disclosed pursuant to paragraph a);

c) the renewal, explicit or otherwise, or the dissolution of the agreement;

d) the date the amended agreement was filed with the Register of Companies; where the amended agreement has not yet been filed, the date shall be sent within two days of its being filed.

2. A copy of the extract and of the material published in accordance with Article 131 shall be sent to Consob, in paper and electronic form, within two days of publication, specifying the name of the daily newspaper and the date of publication. In the case referred to in Article 131.2, the electronic message shall contain the latest extract of the agreement published pursuant to Article 130 or Article 131.1, updated with the intervening amendments. Where necessary, the electronic message shall also contain the form provided for in Annex 4C giving the updated data, prepared in accordance with the instructions contained in Annex 4D[291].

3. Where a party withdraws from an agreement in accordance with Article 123.2 of the Consolidated Law, it shall inform Consob of the notice of withdrawal within five days of its being sent.

Section II
Extracts of agreements

Article 129
(Procedure for publishing extracts)

1. Extracts shall be published in a daily newspaper having a national circulation using a typeface permitting them to be easily read.

2. At the same time as they are published, extracts shall be sent to the company whose shares are the subject of the agreement and to the stock exchange company for it to disseminate.

Article 130 [292]
(Content of extracts)

1. Extracts shall contain the information needed for a thorough evaluation of the agreement and at least the following:

a) the name of the company whose shares are the subject of the agreement;

b) the number of shares and financial instruments giving the right to buy or subscribe for shares or voting rights pursuant to Article 2351, last subsection, of the Italian Civil Code contributed overall, their percentage ratio to the total number of shares and financial instruments issued of the same category and, in the case of financial instruments that give purchase or subscription rights, the total number of shares that can be bought or subscribed for;[293]

c) the names of the parties to the agreement, specifying:

- the number of shares or financial instruments giving the right to buy or subscribe for shares or voting rights pursuant to Article 2351, last subsection, of the Italian Civil Code contributed by each party;

- the percentage of shares contributed by each party in relation to the total number of shares contributed and to the total number of shares of the same class in the capital; where the subject of the agreement consists of financial instruments giving the right to buy or subscribe for shares or voting rights pursuant to Article 2351, last subsection, of the Italian Civil Code, the percentage of the instruments contributed by each party in relation to the total number of instruments contributed and to the total number of instruments issued of the same category and the number of shares that can be bought or subscribed for.

- the name of the person who controls the company as a consequence of the agreement or who is able to decide the appointment of a member of the board of directors or of the internal control body reserved to financial instruments.

Where agreements are in the form of an association or are among more than fifty persons, the information on parties with a holding of not more than 0.1% may be replaced by the specification of the total number of such persons, the total number of shares contributed by them, and the percentages thereof in relation to the above-mentioned parameters. Within seven days of the publication of the notice convening the company’s annual general meeting, or the shareholders’ meeting convened pursuant to Article 2364-bis of the Italian Civil Code, an up-to-date list shall be sent to the company with the names of all the parties and the number of shares contributed by each one. The list shall be made available by the company for consultation by the public;[294]

d) the content and duration of the agreement;

e) the office of the Register of Companies where the agreement is filed and, where they are already known, the date and details of the filing[295].

2. If envisaged in the agreement, the information referred to in subsection 1, paragraph c) shall be supplemented by an indication of:

a) the type of agreement among those envisaged in Article 122, subsections 1 and 5 of the Consolidated Law;

b) the controlling bodies to the agreement, the tasks assigned to them and their composition and operating methods;

c) the rules governing renewal of and withdrawal from the agreement;

d) any penalty clauses;

e) the person with whom the financial instruments are deposited[296].

2-bis. If the purpose of the publication of the extract is to also meet the obligations pursuant to Article 120, the same shall also have to contain:

- indication of the parties which control those complying with the agreement;

- the number of the shares held by those complying with the agreement, not conferred to the latter[297].

Article 131
(Amendments to, renewal and termination of agreements)

1. Where amendments are made to clauses of the agreement to which the information specified in Article 130 refers, an abstract of the amended agreement shall be published in accordance with the provisions of the preceding articles showing the changes made.

2. Where amendments concern only the parties to the agreement and the number of financial instruments contributed overall or individually or the percentages referred to in Article 130, the information published may be restricted to the changes made. If none of the percentages referred to in Articles 130.1b) and 130.1c), second indent, changes by more than two points, amendments, other than those regarding the entry and exit of parties to the agreement, shall be published within five days of the end of each half of the financial year, specifying the current situation[298].

3. The following shall be published in the manner laid down in Article 129:

a) in the event of withdrawal in accordance with Article 123.2 of the Consolidated Law, an announcement by the person withdrawing of the notice of withdrawal within five days of its being sent;

b) an announcement of the renewal, explicit or otherwise, or dissolution of the agreement within five days of their being perfected[299].

Section III
Shareholders’ associations

Article 132
(Content of extracts)

…omitted…[300]

Article 133
(Disclosure to Consob)

…omitted…[301]

Chapter III[302]

Identification of the shareholders

Article 133-bis

(Allocation of costs)

1. If the articles of association of Italian companies with shares traded in regulated markets or in a multi-lateral trading facility provide for the option indicated in article 83- duodecies, sub-paragraph 1 of the Consolidated Law, they will regulate the cost allocation between shareholders and the company in the event the request is made by the shareholders in accordance with sub-paragraph 3 of said Article, subject to the provisions of sub-paragraph 2 below.

2. If the option provided under Article 83-duodecies, sub-paragraph 3 of the Consolidated Act is exercised by the shareholders in the six months following closure of the fiscal year, and in any case prior to the annual ordinary shareholders' meeting, and no identification request pursuant to Article 83-duodecies of the Consolidated Act is made in the same period, the company will fully incur the costs for disclosure of the shareholder identification data and the number of shares registered on the securities accounts.

3. If the articles of association of the companies indicated in sub-paragraph 1 do not regulate the cost allocation principles for the cases provided under Article 83-duodecies, sub-paragraph 3 of the Consolidated Act, these charges will be fully borne by the company[303].

TITLE IV[304]

EXERCISE OF VOTING RIGHTS

Chapter I

Proxy voting

Article 134

(Representative appointed by the company with listed shares)

1. The proxy form provided under Article 135-undecies of the Consolidated Law shall contain at least the information provided by the schedule set out in Annex 5A.

2. The representative that does not have any conflicts of interest as set out under Article 135-decies of the Consolidated Act, where expressly authorised by the delegating party, may express a vote not aligned to the instructions in case significant events occur that were not known at the time the proxy was issued, and that cannot be communicated to the delegating party, provided that it could be reasonably inferred that, had the delegating party known of these significant events, it would have given its approval, or in the event of changes or additions to the proposals submitted to the shareholders’ meeting.

3. When sub-paragraph 2 applies, the representative will state at the meeting:

a) the number of votes not expressed in accordance with the instructions received, or, in the event of a new proposal, expressed without instructions, with respect to the total number of votes exercised, distinguishing between abstentions, votes against and votes in favour;

b) the reasons behind the vote not expressed in accordance with the instructions received or in the absence of instructions[305].

Chapter II

Solicitation of proxies

Article 135

(Definitions)

1. For the purposes of this Chapter, the definitions of “intermediary", "participant" and "last intermediary" established in Article 1 of the Regulations governing the central depository, settlement and guarantee systems and related management companies, as adopted by the Bank of Italy and Consob on 22 February 2008 and subsequently amended[306], apply.

Article 136

(Solicitation procedure)

1. Anyone intending to promote a proxy solicitation shall send a notice to the issuing company, that promptly publishes it on its Internet site, to Consob, to the stock exchange company and to the central depository company.

2. The notice shall indicate:

a) the identity of the promoter and the company issuing the shares for which the proxies are sought;

b) the date of the shareholders’ meeting and the list of items at the agenda;

c) how the proxy statement and the proxy form are published as well as the Internet site that these documents are available on;

d) the date beginning from which the party with the voting right may request the prospectus and the delegation form from the promoter or view it at the stock exchange operator;[307]

e) the proposals for which the solicitation is to be carried out.

3. The proxy statement and the proxy form, containing at least the information provided under the schedules in Annexes 5B and 5C, will be published through the contextual transmission to the issuing company, Consob, the stock exchange company and the central depository, and made promptly available on the Internet site indicated by the promoter in accordance with sub-paragraph 2, letter c). This Internet site may be the issuer's Internet site if the issuer so agrees. The central depository will promptly inform the intermediaries of the availability of the proxy statement and the proxy form.

4. …omissis…[308]

5. Thepromoter shall deliver the form along with the prospectus to whomever requests it[309].

6. Any change in the prospectus and form made necessary by circumstances that have arisen shall be immediately communicated with the procedures set forth in subsection 3.[310]

7. Upon request of the promoter:

a) the central depository shall communicate the identification details of the participating intermediaries on the accounts of which the issuing company shares are registered, in addition to the relative quantity of shares, using computer support and within one business day of receiving the request;

b) the intermediaries will communicate receipt of the request, using computer support and within three business days from receiving the request:

- the identification details of the parties that have the voting rights, and that have not expressly prohibited communication of their details, in relation to which they operate as last intermediaries, in addition to the number of shares of the issuing company registered on the respective accounts;

- the identification details of the parties that have opened accounts as intermediaries and the quantity of shares of the issuing company respectively registered on said accounts;

c) the issuing company will make the identification details of the shareholders and the other records on the shareholders' register and the other disclosures received in accordance with the law or regulations available on computer support and within three business days from receipt of the request.

8. Starting from when the notice provided under sub-paragraph 1 has been published, anyone who releases information that is pertinent to the solicitation will simultaneously notify the stock exchange company and Consob, who may request publication of more details or clarifications.

9. The promoter will bear the solicitation related costs.

10. The mere decision, by more than one party, to jointly promote a solicitation is irrelevant for the purposes of the duties provided under Article 122 of the Consolidated Act[311].

Article 137

(Conduct obligations)

1. The promoter will act with diligence, correctness and transparency.

2. In its contacts with the solicited parties, the promoter will abstain from carrying out its activity with persons who declare that they are not interested, provide comprehensible responses to requests for clarifications and explain the reasons for the solicitation, making clear in every case the implications resulting from business or shareholding relationships with it or persons belonging to its group, with the issuing company or entities belonging to its group.

3. If the promoter is different from the issuing company, it will note that, where expressly authorised by the solicited party, if significant events occur which were not known when the proxy was being issued, and cannot be communicated to the solicited party, and it could be reasonably inferred that if this party had known of these significant events it would have given its approval, the vote may be exercised differently from the way it was proposed.

4. The promoter will keep the results of the solicitation secret.

5. The promoter will announce how it voted with a press release, issued without delay in the manner indicated in Article 136, sub-paragraph 3, in addition to the reasons behind any vote exercised differently to what had been proposed in accordance with sub-paragraph 3, and the result of the voting.

6. In accordance with Article 142.2 of the Consolidated Act, anyone who exercises the vote at shareholders’ meetings must also vote on behalf of the delegating party for matters on the agenda that the promoter has not made proposals on, in accordance with the wish expressed by the delegating party in the proxy form in accordance with Article 138.3.

7. The promoter may not acquire voting proxies in accordance with Article 2372 of the Italian Civil Code[312].

Article 138

(Conferring and revoking proxies)

1. To grant mandate, the party with the voting right shall submit the proxy form to the promoter.[313]

2. The promoter will decide whether to exercise the vote even in a way that does not reflect the actual proposal and will note this choice in the proxy statement. If the proxy solicitation has been promoted by the issuing company, it must exercise the vote, even if it does not reflect the actual proposals.

3. The party with voting rights who has given a full or partial proxy, may use the same proxy form to vote for the items on the agenda for which the promoter has not requested the proxy. The promoter may not make recommendations, declarations or give other indications which could influence the vote regarding these items.

4. In the cases provided under sub-paragraphs 2 and 3, the promoter, if different from the issuing company, may express, where expressly authorised by the delegating party, a different vote to the one indicated in the instructions if significant events should occur that were not known when issuing the proxy, and that cannot be communicated to the delegating party, and it could be reasonably inferred that if the delegating party had known of these significant events it would have given its approval, or in the event of changes or additions to the proposed motions submitted to the shareholders’ meeting.

5. In the cases provided under sub-paragraph 4, the promoter will state at the meeting:

a) the number of votes expressed differently to the instructions received, or, in the event of additions to the proposed motions submitted to the shareholders’ meeting, expressed without instructions, with respect to the total number of votes exercised, distinguishing between abstentions, votes against and votes in favour;

b) the reasons behind the vote expressed differently to the instructions received or in the absence of instructions.

6. In the cases provided in sub-paragraphs 3 and 4, in relation to the proposals for motions for which voting instructions were not given and where authorisation was not provided to express a different vote to the one indicated in the instructions, the shares will in any case be used to calculate whether a quorum has been reached to form the shareholders' meeting; however these shares will not be used in order to calculate majorities and the capital quota required to approve resolutions.

7. The proxy will be revoked by written statement made known to the promoter at least the day before the shareholders’ meeting[314].

Article 139

(Interruption of the solicitation)

1. In the event of interruption of the solicitation for any reason, including the reason set out under Article 144. 2, letter b) of the Consolidated Law, the promoter will announce it in accordance with the provisions of Article 136.3.

2. Unless there is a provision to the contrary in the proxy statement, the promoter will exercise the vote pertaining to the shares that the proxy was given for prior to publication of the notice provided under sub-paragraph 1[315].

Chapter III

Voting by correspondence or by electronic means

Article 140

(Voting by correspondence)

1. Companies that permit voting by correspondence may condition this solely on existence of the requirements for identification of the parties with voting rights, in proportion to the extent to which the objectives are to be achieved.

2. The vote by correspondence will be exercised, in accordance with the provisions provided in the notice convening the shareholders’ meeting, by sending a ballot card, prepared so as to ensure the secrecy of the vote until the counting begins and containing the indication of the issuing company, the details of the meeting, the identity of the person entitled to exercise voting rights, specifying the number of shares held, and the motion proposals, the vote cast, the date and the signature.

3. Without prejudice to publication on its Internet site in accordance with Article 125-quater of the Consolidated Law, the issuing company will ensure that the ballot card is issued to any person, authorised to take part in the meeting, and who so requests[316].

Article 141

(Exercise of vote by correspondence)

1. Voting by correspondence will be exercised directly by the owner and expressed separately for each of the motion proposals.

2. The ballot must be received by the company by the day prior to the meeting.

3. The vote expressed will remain secret until counting starts at the meeting, and will remain valid for subsequent calls of the same meeting.

4. The vote may be revoked by making a written declaration brought to the awareness of the company at least the day before the meeting or by declaration expressed by the interested party during the meeting[317].

Article 142

(Formalities preliminary to shareholders’ meetings)

1. The date of receipt will be confirmed by the head of the office assigned to receive the ballot cards, and the revocation declarations made prior to the meeting.

2. The chairman of the control body and the employees and assistants of the chairman will be responsible for the safekeeping and secrecy of the ballot cards and revocation declarations up to when counting starts at the meeting [318].

Article 143

(Progress of the shareholders’ meeting)

1. Ballot cards that arrive after the time limits established or that are not signed will not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes.

2. The provisions of Article 138.6 will apply to the failure to express a vote on a resolution.

3. The holder of a voting right who expressed a vote may express its wish in the event of amendments or additions to the motion proposals submitted to the meeting choosing between:

a) confirmation of the vote already expressed;

b) change of the vote already expressed or the exercise of the vote indicating abstention, a vote against or a vote in favour of the motion proposals expressed by an administrative body or another shareholder;

c) revocation of the vote already expressed with the effect provided under Article 138.6.

If there is no expression of will, the vote already expressed will be understood to be confirmed[319].

Article 143-bis

(Participation at the shareholders’ meeting through electronic means)

1. The articles of association may provide for the use of electronic means to permit one or more of the following types of participation at the shareholders’ meetings:

a) transmission of the shareholders’ meeting in real time;

b) participation at the meeting from another location through two-way communication systems in real time;

c) exercise of the right to vote before the meeting or during it, without the need to appoint a representative to be physically present.

2. Companies that permit the use of electronic means may condition this solely on existence of the requirements for identification of the parties with voting rights, and for security of the communications, in proportion to the extent to which the objectives are to be achieved[320].

Article 143-ter

(Exercise of the vote before the shareholders’ meeting using electronic means)

1. Articles 141.1, 2 and 3, and 143.2 and 3 will apply to exercise of the vote expressed before the meeting, in accordance with Article 143-bis, sub-paragraph 1, letter c).

2. The vote may be revoked in the same way as it was exercised by the day before the shareholders’ meeting or by declaration expressed by the interested party during the meeting.

3. The company will guarantee that it will keep the information regarding the votes exercised by electronic means and revocations made before the shareholders’ meeting, including the date of receipt.

4. The chairman of the control body and the employees and assistants of the chairman will be responsible for the secrecy of the information regarding the votes exercised using electronic means and revocations up to when counting starts at the meeting.

5. The votes that arrive after the time limits established will not be taken into consideration for the purposes of establishing a quorum for the meeting or for voting purposes[321].

TITLE V
PROTECTION OF MINORITIES[322]

Article 144
(Exclusion from trading)

1. The rules of the stock exchange company shall govern exclusion upon request from trading pursuant to Article 133 of the Consolidated Law and shall also establish an adequate interval, of not less than three months, between the decision to request exclusion from trading and the date of effective exclusion.

2. Exclusion from trading of ordinary shares shall be subject to the existence in the market where the shares are listed of provisions governing mandatory public offers to buy that are applicable to the issuer in the event of the transfer of controlling holdings or to the existence of other conditions deemed equivalent by Consob.

Article 144-bis [323]
(Buybacks and purchases of parent company shares)

1. Buybacks and purchases of parent company shares, which are governed by Article 132 of the Consolidated Law, may be made:

a) by means of a cash or exchange tender offer;

b) on regulated markets in accordance with trading methods laid down in the market rules that do not permit the direct matching of buy orders with predetermined sell orders;

c) by means of the purchase and sale of derivative instruments traded on regulated markets that provide for the delivery of the underlying shares, provided the market rules lay down methods for the purchase and sale of such instruments that:

- do not permit the direct matching of buy orders with predetermined sell orders;

- ensure the easy participation of investors in the trading of such derivative instruments used for buybacks; to this end the stock exchange company shall lay down appropriate trading methods and related public disclosure obligations for issuers regarding the characteristics of the derivative instruments used;

d) by granting shareholders, in relation to the shares they hold, a put option to be exercised within a period established by the shareholders’ meeting that authorised the share purchase programme.

2. The resolution of the shareholders’ meeting authorising buybacks shall specify which of the methods referred to in subsection 1 may be used.

3. Before embarking on transactions aimed at the purchase of shares other than those referred to in subsection 1.a), all the details of the share purchase programme authorised by the shareholders’ meeting must be disclosed to the public, including at least the objective of the programme, the maximum consideration, the maximum number of shares to be acquired and the duration of the period for which authorisation of the programme has been given. Subsequent changes to the programme must be promptly disclosed to the public.

4. At the end of the period for which authorisation of the programme has been given the issuer shall announce the results of the programme with a summary report on its implementation.

5. The public disclosure of the information referred to in subsections 3 and 4 shall be made in the manner specified in Title II, Chapter I.[324]

TITLE V-BIS[325]
MANAGEMENT AND CONTROL BODIES

Chapter I

Appointment of management and control bodies

Section I

General Provisions

Article 144-ter

(Definitions)

1. In this Chapter:

a) “listed shares” shall mean: the shares listed on regulated markets in Italy or other EU countries that give the right to vote in shareholders’ meetings involving the appointment of the members of administrative and control bodies;

b) “share capital” shall mean: the capital made up by the listed shares;

c) “market capitalisation” shall mean: the average capitalisation of the listed shares during the last quarter of the financial year;

d) “float” shall mean: the percentage share capital made up of shares with voting rights not represented by significant holdings pursuant to Article 120 of the Consolidated Law and by holdings assigned by shareholders’ agreements pursuant to Article 122 of the Consolidated Law;

e) “reference shareholders” shall mean: the shareholders who have submitted or voted the list that received the highest number of votes;

f) “group” shall mean: the parent company, its subsidiaries and the companies subject to joint control;

g) “family relationships” shall mean: the relationship between a shareholder and those family members who are deemed capable of influencing, or being influenced by, said shareholder. These family members may include: the spouse if not legally separated, the spouse’s children, the cohabiting partner and the cohabiting partner’s children, the dependants of the shareholder, of the spouse if not legally separated and of the cohabiting partner.

2. All references in this Chapter to the board of statutory auditors or the statutory auditors shall also encompass the supervisory board and its members, unless otherwise specified.

Section II

Shareholdings for the presentation of lists for the election of the board of directors

Article 144-quater

(Shareholdings)

1. Without prejudice to the lower percentage envisaged in the articles of association, the percentage investment required for the submission of lists of candidates for appointment to the board of directors pursuant to Article 147-ter of the Consolidated Law shall be:

a) equal to 0.5% of the share capital for companies whose market capitalisation is greater than fifteen billion euro;

b) equal to 1% of the share capital for companies whose market capitalisation is greater than three billion seven hundred and fifty million euro and less than or equal to fifteen billion euro;

c) equal to 1.5% of the share capital for companies whose market capitalisation is greater than one billion eight hundred and seventy-five million euro and less than or equal to three billion seven hundred and fifty million euro;

d) equal to 2% of the share capital for companies whose market capitalisation is greater than seven hundred and fifty million euro and less than or equal to one billion eight hundred and seventy-five million euro;

e) equal to 2.5% of the share capital for companies whose market capitalisation is greater than three hundred and seventy-five million euro and less than or equal to seven hundred and fifty million euro[326].

2. Without prejudice to the lower amount provided for in the articles of association, the shareholding shall amount to 4.5% of the share capital for companies whose market capitalisation is less than or equal to three hundred and seventy-five million euro when all the following conditions are satisfied, as at the financial year end:

- the float is greater than 25%;

- there are no shareholders or groups of shareholders participating in a shareholder agreement as provided for in Article 122 of the Consolidated Law who possess the majority of the votes exercisable in the shareholders’ resolutions involving the appointment of the members of the administrative bodies.

When the above conditions are satisfied the shareholding shall amount, without prejudice to the lower percentage provided for in the articles of association, to 2.5% of the share capital[327].

3. For società cooperative the shareholding shall amount to 0.5% of the share capital, without prejudice to the lower percentage provided for in the articles of association.

4. Without prejudice to the provisions of subsection 3, the articles of association of società cooperative must also permit the submission of lists by a minimum number of shareholders, in any case not exceeding five hundred, regardless of the overall percentage share capital held.

Section III

Election of the internal control body

Article 144-quinquies

(Relationships of affiliation between reference shareholders and minority shareholders)

1. The material relationships of affiliation pursuant to Article 148, subsection 2, of the Consolidated Law between one or more reference shareholders and one or more minority shareholders shall be deemed to exist in at least the following cases:

a) family relationships;

b) membership of the same group;

c) control relationships between a company and those who jointly control it;

d) relationships of affiliation pursuant to Article 2359, subsection 3 of the Italian Civil Code, including with persons belonging to the same group;

e) the performance, by a shareholder, of management or executive functions, with the assumption of strategic responsibilities, within a group that another shareholder belongs to;

f) participation in the same shareholders’ agreement provided for in Article 122 of the Consolidated Law involving shares of the issuer, of its parent company or one of its subsidiaries.

2. When a person affiliated to the reference shareholder has voted for a minority shareholder list, the existence of such relationship of affiliation shall only be deemed to be material when the vote is decisive for the election of the auditor.

Article 144-sexies

(Election of the minority statutory auditors by list voting)

1. Except for replacements, the election of the statutory auditor representing minority shareholders pursuant to Article 148, subsection 2 of the Consolidated Law shall take place at the same time as the election of the other members of the control body.

2. Each shareholder may submit a list for the appointment of members of the board of statutory auditors. The articles of association may establish that the shareholder or shareholders submitting a list must possess a shareholding at the time of the submission not exceeding the amount established pursuant to Article 147-ter, subsection 1 of the Consolidated Law.

3. The lists shall contain the names:

a) of one or more candidates for the office of acting statutory auditor and alternate statutory auditor, for the election of the board of statutory auditors;

b) of two or more candidates, for the election of the supervisory board.

The names of the candidates shall be accompanied by consecutive numbers and shall not in any case exceed the number of members of the body to be elected.

4. The lists shall be filed at the registered office by the twenty-fifth day before the shareholders’ meeting date set for the shareholders’ meeting called to approve the appointment of the statutory auditors, together with:

a) the details of the identity of the shareholders who have submitted the lists, specifying the overall percentage shareholding held and a certification specifying the ownership of said shareholding;

b) a declaration from the shareholders other than those who, jointly or otherwise, possess a controlling or relative majority shareholding, certifying the absence of any relationships of affiliation with the latter pursuant to Article 144-quinquies;

c) detailed information on the personal traits and professional qualifications of the candidates, together with a declaration from said candidates certifying their possession of the requirements under the law and their acceptance of the nomination[328].

4-bis. For cooperatives, the lists will be filed at the registered office between the thirtieth day and the thirteenth day prior to the shareholders' meeting called to decide on the appointment of statutory auditors, even if the relative convening notice has not yet been published [329].

4-ter. Companies will allow shareholders who wish to present lists to file them using at least one long distance means of communication, in accordance with the manner that it has established, and noted in the notice convening the shareholders’ meeting, which will allow identification of the parties that will be doing the filing[330].

4-quater. Ownership of the overall shareholding as noted in sub-paragraph 4, letter a) will be also confirmed following filing of the lists, as long as it is at least twenty-one days before the shareholders’ meeting date, or at least ten days beforehand for cooperatives, by sending the disclosures provided for under Article 23 of the Regulations containing the rules governing central depository, settlement and guarantee system services, and the relative management companies, adopted by the Bank of Italy and Consob on 22 February 2008, as amended[331].

5. If at the date of expiry of the time limits indicated in sub-paragraphs 4 and 4-bis, one list only has been filed, or lists have only been presented by shareholders that, in accordance with the provisions of sub-paragraph 4, are related in accordance with the provisions of Article 144-quinquies, lists can be presented up to the third day following that date, without prejudice to the provisions of Article 141-ter, sub-paragraph 1-bis, last sentence of the Consolidated Law for companies that are not cooperatives. In that case, the time limit provided in the articles of association in accordance with sub-paragraph 2 will be reduced to half[332].

6. A shareholder may not submit or vote for more than one list, including through nominees or trust companies. Shareholders belonging to the same group and shareholders participating in a shareholder agreement involving the shares of the issuer may not submit or vote for more than one list, including through nominees or trust companies. A candidate may only be present in one list, under penalty of ineligibility.

7. The candidate at the top of the list that has obtained the highest number of votes from amongst the lists submitted and voted by shareholders who are not affiliated to the reference shareholders pursuant to Article 148, subsection 2 of the Consolidated Law shall be elected as acting statutory auditor. The candidate for alternate statutory auditor at the top of the same list shall be elected to said office.

8. If provided for in the articles of association, additional alternate auditors or members of the supervisory board may also be nominated to replace the minority member, chosen from amongst the other candidates in the list referred to in the subsection above or, subordinately, from the candidates in the minority list that received the second highest number of votes.

9. The articles of association may not provide for a percentage or minimum number of votes that the lists need to obtain. The articles of association shall establish the criteria for establishing which candidate will be elected in the event of parity between the lists.

10. If the articles of association provide for the election of more than one minority statutory auditor the offices shall be allocated proportionately in accordance with the criteria established by the articles of association.

11. Should the minority statutory auditor no longer be available, for whatever reason, the latter shall be replaced by the alternate statutory auditor referred to in subsection 7. In the absence of the latter, the replacement shall consist of one of the alternate statutory auditors or the members of the supervisory board nominated pursuant to subsection 8.

12. The shareholders’ meeting provided for in Article 2401, subsection 1 of the Italian Civil Code and, if the issuer adopts the two tier model, in Article 2409-duodecies, subsection 7 of the Italian Civil Code, shall make the appointment or replacement in compliance with the principle of required minority representation.

Section IV

Publication of the lists

Article 144-septies

(Publication of the shareholding)

1. Consob shall publish, within thirty days of the financial year end, the shareholding required for the submission of the lists of candidates for the election of the administrative and control bodies, including by electronic means of information dissemination.

2. The notice of the shareholders’ meeting called to approve the appointment of the administrative and control bodies shall specify the shareholding required for the submission of the lists.

Article 144-octies

(Publication of the proposals for appointments)

1. Italian companies listed in Italian regulated markets shall make the list of candidates submitted by the shareholders available to the public at their registered office, at the stock exchange company and on their internet site, without delay and in any case at least twenty-one days prior to the date set for the shareholders’ meeting called to approve the appointment of the board of directors and internal control bodies, or at least ten days beforehand for cooperatives, together with[333]:

a) for the candidates to the office of statutory auditor, the information and documentation specified in Article 144-sexies, subsection 4;

b) for candidates to the office of director:

b.1) detailed information on the personal traits and professional qualifications of the candidates;

b.2) a declaration concerning possession of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law and, if envisaged in the articles of association, the additional requirements provided for in the codes of conduct issued by stock exchange companies or by financial operators’/intermediaries’ associations[334];

b.3) details of the identity of the shareholders who submitted the lists and the overall percentage shareholding held.

2. Notification shall be provided without delay, in the manner specified in Title II, Chapter I, of the absence of the submission of the minority lists for the appointment of the statutory auditors referred to in subsection 5 of Article 144-sexies, of the additional period for their submission and of the reduction of any thresholds established by the articles of association[335].

Article 144-novies

(Composition of management and control bodies)

1. Italian companies with shares listed in Italian regulated markets shall immediately inform the public, in the manner indicated in Title II, Chapter I, of the appointment of the members of the administrative and control bodies indicating:

a) the list from which each of the members of the administrative and control bodies has been elected, specifying whether this list was the list submitted and voted by the majority or the minority;

b) directors that have declared possession of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law and/or the independence requirements envisaged in sector regulations that may apply to the company’s business activities and/or, if envisaged in the articles of association, independence requirements provided for in the codes of conduct issued by stock exchange companies or by financial operators’/intermediaries’ associations[336];

1-bis. The companies referred to in subsection 1, following appointment of members of the board of directors and internal control bodies, shall arrange public disclosure pursuant to Title II, Chapter I of the valuation results, based on information provided by the interested parties or in any event available to the company, in relation to:

a) possession by one of more members of the board of directors of the independence requirements envisaged in Article 148, subsection 3 of the Consolidated Law as required pursuant to Article 147-ter subsection 4 and Article 147-quater of the Consolidated Law and the independence requirements envisaged in sector regulations that may apply to the company’s business activities;

b) possession by members of the internal control body of the independence requirements envisaged in Article 148 subsection 3 of the Consolidated Law and the independence requirements envisaged in sector regulations that may apply to the company’s business activities[337].

1-ter. The statutory auditors and members of the board of directors concerned shall provide the board of directors and internal control body with the information necessary to perform a full and suitable valuation as envisaged in subsection 1-bis[338].

Article 144-decies

(Periodic disclosures)

1. The information indicated in Article 144-octies and Article 144-novies, subsections 1 and 1-bis, in reference to elected candidates shall be disclosed in the corporate governance and ownership structure report envisaged in Article 123-bis of the Consolidated Law[339].

Section V

Final provisions

Article 144-undecies

(Provisions concerning privatized companies)

…omitted…[340]

Chapter I-bis [340-bis].
Gender balance in the structure of the administrative and control bodies

Art. 144-undecies.1
(Gender balance)

1. Companies with listed shares shall ensure that the appointment of the administrative and control bodies is made according to criteria guaranteeing a balance of genders as established by Articles 147-ter, paragraph

1-ter, paragraph 1-bis of the Consolidated Law and that this criteria is applied for three consecutive terms of office.

2. The articles of association of listed companies shall govern:

a) the methods by which lists are formed and any additional criteria applicable to the identification of the individual members of the boards that enables respect of gender balance upon completion of voting. Articles of association cannot establish compliance with gender division criteria for lists with fewer than three candidates;
b) the methods by which members of the bodies who have left their offices during the course of a term of office are replaced, considering the gender balance;
c) the methods by which appointment rights may be exercised, where applicable, not in contrast with the provisions of Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis of the Consolidated Law.

3. Where the application of gender division criteria does not result in a whole number of members of the administrative or control body belonging to the least represented gender, this number is rounded up.

4. In the event of failure to comply with the order established by Articles 147-ter, paragraph 1-ter and 148, paragraph 1-bis of the Consolidated Law, Consob will establish new terms of three months within which to comply and apply sanctions, upon bringing the charges in accordance with Article 195 of the Consolidated Law and considering Article 11 of Law no. 689 of 24 November 1981 as subsequently amended.

Chapter II

Limits to the cumulation of offices by the members of the control bodies

Article 144-duodecies

(Definitions)

1. In this Chapter:

a) “member of the control body” shall mean: an acting member of the board of statutory auditors, the supervisory board or the internal control committee;

b) “statutory auditor responsible for the audit” shall mean: the acting statutory auditor who performs the functions provided for in Article 2409-bis, subsection 3 of the Italian Civil Code;

c) “director with management mandates” shall mean: the sole director or the managing director pursuant to Article 2381 of the Italian Civil Code;

d) “issuers” shall mean: Italian companies with shares listed on regulated markets in Italy or in other EU countries and companies issuing financial instruments distributed widely amongst the public pursuant to Article 116 of the Consolidated Law;

e) “public interest companies” shall mean: banks and financial intermediaries pursuant to Article 107 of the Legislative Decree no. 385 of 1 September 1993, investment firms pursuant to Article 1, subsection 1, paragraph e) of the Consolidated Law, open-end investment companies (SICAVs) pursuant to Article 1, subsection 1, paragraph i) of the Consolidated Law, asset management companies pursuant to Article 1, subsection 1, paragraph o) of the Consolidated Law, and insurance undertakings pursuant to Article 1, subsection 1, paragraphs s), t) and u) of Legislative Decree no. 209 of 7 September 2005, that are established as companies as specified in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code and that are different to the issuers;

f) “large companies” shall mean: the companies specified in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code, other than issuers or public interest companies, that, if they draw up the consolidated financial statements, individually or overall at group level: i) employ on average at least 250 employees during the financial year; or ii) have revenues from sales and services exceeding 50 million euros and balance sheet assets exceeding 43 million euros;

g) “medium companies” shall mean: the companies specified in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code, other than issuers and public interest companies, that are not classifiable as small companies as per the subsequent paragraph h) and that, if they draw up the consolidated financial statements, individually or overall at group level employ on average fewer than 250 employees during the financial year and do not exceed the following limits: i) 50 million euros of revenues from sales and services and ii) 43 million euros of balance sheet assets[341];

h) “small companies” shall mean: the companies specified in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code, other than issuers and public interest companies, that also alternatively:

1) employ on average during the year less than 250 employees and do not exceed the limits established in Article 2435 bis of the Italian Civil Code,;

2) carry out credit securitisation activities referred to in Italian Law No. 130 of 30 April 1999;

3) is newly constituted and has not yet approved its first separate annual financial statements[342];

4) are subject to the procedure pursuant to Book V, Title V, Chapter VIII of the Italian Civil Code or the procedures envisaged by Article 2409, subsection 4 of the Italian Civil Code or to the procedures envisaged by Italian Royal Decree No. 267 of 16 March 1942 and by special laws[343].

i) “subsidiary company” shall mean: a company included within the consolidation area whose administrative or control body has a member that covers the same role in the parent company[344];

j) “exempt positions” shall mean: positions of liquidator assumed during the proceeding referred to in Book V, Title V, Chapter VIII of the Italian Civil Code, or positions assumed as a result of an assignment made by the judicial or administrative authorities in the proceedings provided for in Article 2409, subsection 4 of the Italian Civil Code, and the proceedings provided for in Royal Decree no. 267 of 16 March 1942 and the special laws, including those involving public interest companies.

1-bis. Without prejudice to subsection 1, paragraph h), for the purpose of weighting envisaged in Annex 5-bis, Model 1, “small company” shall mean a public interest company which may, alternatively:

a) be subject to the procedure pursuant to Book V, Title V, Chapter VIII of the Italian Civil Code or the procedures envisaged in Article 2409, subsection 4 of the Italian Civil Code or to the procedures envisaged in Italian Royal Decree No. 267 of 16 March 1942 and in special laws;

b) has not yet commenced its business activities[345].

2. The quantitative parameters specified in items f), g) and h) of subsection 1 refer to the figures contained in the latest approved financial statements.

Article 144-terdecies

(Limits on the cumulation of offices)

1. The position of member of the control body of an issuer may not be assumed by those who hold the same position in five issuers.

2. A member of the control body of an issuer may assume other administrative or control positions in the companies referred to in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code, up to the maximum limit corresponding to six points resulting from the application of the calculation model contained in Annex 5-bis, Model 1, without prejudice to where the office of member of the control body is held in just one issuer. [345-bis].

3. Exempt positions and administrative and control positions in small companies are not material for the purposes of the cumulation of the positions referred to in subsection 2.

4. The articles of association of the issuers may reduce the limits to the cumulation of positions provided for in subsections 1 and 2 or, without prejudice to the provisions of said subsection, may establish further limits[346].

4-bis. Without prejudice to the provisions of subsections 1 and 2, a member of an internal control body who – for reasons not attributable to themselves – exceeds such limits, shall resign from one or more of the offices previously held within ninety days of becoming aware of having exceeded such limits. This provision shall also apply to alternate auditors becoming members of the internal control body with effect from the date of the shareholders’ meeting resolution approving the appointment pursuant to Article 2401 of the Italian Civil Code[347].

4-ter. Consob shall inform a member of an internal control body of having exceeded the plurality of office limit in accordance with the methods and deadlines established in the special Technical Manual[348].

Article 144-quaterdecies

(Disclosure obligations to Consob)

1. Within ten days of acceptance or termination, for any reason, of office as director or member of an internal control body, the director or member shall inform Consob, in accordance with instructions provided in Annex 5-bis, Model 1 or Model 3, of the office(s) accepted and/or terminated.

2. A member of an internal control body shall inform Consob, in accordance with instructions provided in Annex 5-bis, Model 2:

a) within ten days of the event, any change in current offices held or changes to their personal details;

b) within ten days of adoption of the financial statements concerned, the size of the company in which the office is held;

c) within ten days of becoming aware of the event, any change in significant control relations pursuant to Article 144-duodecies, subsection 1, paragraph i).

3. Within ninety days of acceptance, a person accepting office for the first time as member of the internal control body of an issuer time shall inform Consob in accordance with instructions provided in Annex 5-bis, Model 1, with the information relating to the offices referred to in subsection 1[349].

3-bis. This article does not apply to those holding the office of member of the control body of just one issuer. [349-bis].

Article 144-quinquiesdecies

(Public disclosures)

1. On behalf of issuer supervisory bodies, Consob publishes information acquired pursuant to article 144-quaterdecies on its web site in accordance with the methods indicated in the special Technical Manual[350].

TITLE VI
AUDITING

Chapter I[351]
General provisions

Article 145
(Content of the audit book)

1. Auditing firms shall record, for each financial year, in the book provided for in Article 155.3 of the Consolidated Law:

a) the results of the examinations, inspections and controls carried out for the purposes of Article 155.1 of the Consolidated Law. The results of the activities referred to in paragraph a) of such article shall be recorded as soon as the checks are performed;

b) the nature and scope of the auditing procedures performed, taking account of the internal control system and the principal factors that affected the company’s operations; the considerations formulated for the purpose of rendering an opinion on the annual financial statements;

c) the most significant items of information acquired from the board of directors and those exchanged with the internal control body;

d) censurable events as soon as they are found;

e) information provided and documentation sent to the supervisory authorities;

f) activities performed involving the company that conferred the engagement that were not within the scope of the engagement.

Article 145-bis
(General criteria for determination of the fee for the audit appointment)

1. The fee for the audit engagement shall be established in such a way as to guarantee the quality and reliability of the work, as well as the auditor’s independence.

2. In accordance with the objectives set in subsection 1, the auditing firm shall determine the professional resources and time required for the engagement, taking into account:

a) the size, composition and the level of risk of the most significant profit and loss, asset and liability and financial figures in the financial statements of the company assigning the engagement, as well as the risk profile associated with the consolidation process for the figures relating to the group companies;

b) the technical skills and experience required for the audit work;

c) the need to ensure the provision, in addition to the performance of the verifications, of adequate supervision and guidance in accordance with the principles and criteria established by Consob pursuant to Article 162, subsection 2, paragraph a) of the Consolidated Law.

3. For the purposes of the provisions of subsection 2, paragraph a), the auditing firm shall gain an adequate understanding of the main aspects that characterize the company granting the engagement and its group, with particular reference to the risks associated with the business conducted and safeguards established within the internal control system. The auditing firm shall consult with the previous auditor to receive confirmation of the information acquired and to obtain any further useful information concerning the company that granted the engagement, and also to determine the level of resources employed to perform the verifications of the financial statements and consolidated financial statements.

4. The payment and the amount of the fee may not in any event be established on the basis of the audit results nor may they be linked to the services provided by, or due to be provided by, the auditing firm, or an entity belonging to its network, to the company granting the audit engagement, to companies it controls, to companies it is controlled by or to companies subject to joint control together with it.

Article 146
(Documentation to be sent to Consob)

1. Listed companies, as well as parties subject to the audit requirements pursuant to Articles 9, subsection 1, 12, subsection 4, 61, subsection 9, and 80, subsection 10, of the Consolidated Law, shall transmit the following documentation to Consob:

a) the proposal of the control body, formulated pursuant to Article 159, subsection 1 of the Consolidated Law, specifying the auditing firm chosen, the scope and duration of the engagement, the amount of the fee envisaged, the name of the shareholder or director of the auditing firm designated as responsible for the engagement, together with the criteria adopted for the selection of the auditing firm;

b) the shareholders’ meeting resolution confirming the conferment of the audit engagement and the approval of the related fee, pursuant to Article 159, subsection 1 of the Consolidated Law.

2. Unlisted companies subject to the audit requirements pursuant to Article 102, subsections 1 and 3, of the Legislative Decree no. 209 of 7 September 2005, shall transmit the documentation specified in paragraph b) subsection 1 to Consob.

3. The documentation relating to the conferment of the audit engagement shall be transmitted to Consob, in original form or as a true copy certified by the chairman of the control body, or in the manner otherwise established by Consob, at the same time as the filing of the shareholders’ meeting resolution with the Register of Companies.

4. The documentation referred to in subsection 1, relating to the audit engagements conferred for the purposes of admission to listing, shall be transmitted to Consob within thirty days from date of the start of trading.

5. Should the revocation of the audit engagement for good cause be resolved, as specified in Article 159, subsection 2 of the Consolidated Law, the persons specified in subsections 1 and 2 shall send Consob the revocation resolution, the remarks of the auditing firm and the revocation proposal made by the control body detailing the grounds for the good cause, having taken into account the aforesaid remarks.

6. The documentation relating to the revocation of the audit engagement shall be transmitted to Consob, in original from or as a true copy certified by the chairman of the control body, within fifteen days of the date of the shareholders’ meeting that adopted the relevant resolution. The period of twenty days, provided for in Article 159, subsection 5 of the Consolidated Law, for Consob’s decision concerning the prohibition against the implementation of the revocation of the audit engagement, shall start from the date of the receipt in full, by Consob, of the documentation specified in subsection 5.

Article 147
(Documentation concerning subsidiary companies)

1. For companies controlled by listed companies the requirement established in Article 159, subsection 5 of the Consolidated Law with regard to the conferment of the engagement shall be satisfied annually with the transmission to Consob by the controlling company of a statement drawn up in accordance with Annex 5-ter, Model 1, within forty five days of the approval of the financial statements by the latter.

2. For companies not included within the statement referred to in subsection 1, over which control has been acquired during the first half year of the respective financial years, the requirement established in Article 159, subsection 5 of the Consolidated Law in relation to the conferment of the engagement shall be satisfied by the controlling company in the manner established in subsection 1, within ninety days of date of the acquisition of control.

3. The statement referred to in subsection 1, relating to the audit engagements of the controlled companies conferred as a result of the admission to listing of the parent company, shall be transmitted by the latter to Consob within sixty days from date of the start of trading.

4. Article 146, subsections 5 and 6 shall apply to Italian companies controlled by listed companies.

Article 147-bis

(Documentation relating to parent companies and companies subject to joint control)

1. For the companies specified in Article 165-bis of the Consolidated Law that are controlled by an Italian company at the top of the chain of control of a listed company, the requirement established in Article 159, subsection 5 of the Consolidated Law with regard to the conferment of the engagement shall be satisfied annually with the transmission to Consob, by the aforesaid company, of a statement drawn up in accordance with Annex 5-ter, Model 2, within forty five days of the approval of the financial statements by the latter. Said transmission may be delegated by the Italian company at the top of the chain of control to an Italian company controlled by the latter.

2. For companies subject to joint control together with a listed company, not controlled by the Italian company referred to in subsection 1, the requirement established therein shall be satisfied annually with the transmission to Consob, by the companies at the top of the respective chains of control, of a statement drawn up in accordance with Annex 5-ter, Model 3, within forty five days of the approval of the financial statements by the latter. Said transmission may be delegated to the Italian company satisfying the requirement specified in subsection 1.

3. For companies not included within the statements referred to in subsections 1 and 2, over which control has been acquired during the first half year of the financial year of the acquired companies, the requirement established in Article 159, subsection 5 of the Consolidated Law with regard to the conferment of the engagement shall be satisfied by the aforesaid Italian companies in the manner established in subsections 1 and 2, within ninety days of the date of the acquisition of control.

4. The statements referred to in subsections 1 and 2, relating to the audit engagements conferred as a result of admission to listing, shall be transmitted by the Italian companies referred to in said subsections within sixty days from the date of the start of trading.

5. Article 146, subsections 5 and 6 shall apply to Italian companies that control listed companies and to Italian companies subject to joint control together with the latter[352].

Article 148

(Granting of the appointment by Consob)

1. Consob shall confer the auditing engagement proceeding on its own authority and shall establish the related fee whenever a company subject to the requirement has failed to do so, after sixty days have elapsed from the time the requirement arose or from the termination of a previous engagement.

2. For the Italian companies specified in Articles 165, subsection 1, and 165-bis of the Consolidated Law the measure provided for in subsection 1 shall be adopted whenever Consob has established that the requirement exists and that the companies have failed to satisfy the requirement within the period set.

3. Consob shall decide within thirty days after the expiry of the periods established in subsections 1 and 2. The measures shall be notified without delay by registered letter to the companies involved.

4. Article 159, subsection 6 of the Consolidated Law shall be unaffected.

Article 148-bis

(Notification of the restriction on executing the resolution revoking the audit appointment)

1. The measure adopted by Consob pursuant to Article 159, subsection 5 of the Consolidated Law shall be immediately notified to the auditing firm and the company revoking the engagement, including by means of fax.

Article 149
(Filing with the Company’s Register)

1. The resolutions provided for in Article 159, subsection 1 of the Consolidated Law shall be filed with the Register of Companies within thirty days of the date of the shareholders’ meeting that conferred the audit engagement.

2. The resolutions provided for in Article 159, subsection 2 of the Consolidated Law shall be filed with the Register of Companies within fifteen days after the expiry of the period of twenty days established in Article 159, subsection 5 of the Consolidated Law.

3. The measures adopted by Consob pursuant to Article 159, subsections 1 and 6 of the Consolidated Law shall be filed with the Register of Companies within thirty days of the date of the notification to the company.

Chapter I-bis

Incompatibilities

Article 149-bis

(Definitions)

1. The following definitions shall apply for the purposes of identifying the situations of incompatibility provided for in this Chapter.

2. The “network”, made up of the wider - national and international - structure that the auditing firm belongs to, which uses the same name or through which professional resources are shared, and in any case comprising the companies that control the auditing firm, are controlled by it, are affiliated to it or are subject to joint control together with it, consists of entities identified according to the following criteria: presence of a common purpose for cooperation, together with

i) the sharing of profits or costs, or

ii) referability to a common owner or management, or

iii) the sharing of common quality control policies and procedures, or

iv) the sharing of a common business strategy, or

v) the use of the same brand name, or

vi) the sharing of a significant part of the professional or organisational resources.

3. The “audit group” for each engagement shall consist of:

a) those who are directly involved in carrying out the audit work:

i) the person responsible for the audit engagement pursuant to Article 156 of the Consolidated Law;

ii) the other partners and directors of the auditing firm assigned to the engagement;

iii) other audit staff assigned to the engagement and connected to the auditing firm by self-employment or employee relationships;

iv) professionals from other disciplines cooperating in the carrying out of the audit engagement, connected to the auditing firm or its network by self-employment or employee relationships;

b) those who, within the auditing firm or its network, perform quality control in relation to a specific engagement, for the purposes of the issue of the final audit report or afterwards.

4. The “chain of command”, to be identified for the auditing firm in relation to each engagement, consists of those who have a direct responsibility for supervision, management, remuneration or other control responsibilities in relation to any partner or director of the auditing firm who is directly involved in carrying out the engagement.

5. The “office” shall mean an office of the auditing firm or of an entity of the network in which the person responsible for the audit engagement performs his work. The office shall also consist of different offices that have close professional and operational ties between each other. For small auditing firms or small networks the office shall encompass the whole firm.

6. With reference to the persons subject to the incompatibilities provided for in this Chapter “family members” are defined as the spouse if not legally separated, the cohabiting partner, children, parents, brothers, sisters and dependants for tax purposes and “close family members” as the spouse if not legally separated, the cohabiting partner, and dependants for tax purposes.

7. A “financial interest” is an interest, also held by a nominee, which provides control over financial instruments within the following categories:

a) shares and other equity securities;

b) the financial instruments provided for in Articles 2346, subsection 6, and 2349, subsection 2 of the Italian Civil Code;

c) bonds and other debt securities;

d) any other Security that enables the acquisition of the financial instruments specified in the paragraphs above;

e) financial derivative instruments involving the financial instruments specified in the paragraphs above.

8. The “business relations” are the relations involving a joint interest of a commercial or financial nature.

9. The “executive management” comprises the general manager, the managing director, the finance director, the managers provided for in Article 154-bis of the Consolidated Law and all those who perform the functions of management within the company in relation to the accounting policies and the drawing up of the financial statements.

Article 149-ter

(The auditing firm’s procedures)

1. Auditing firms shall establish procedures capable of preventing and promptly detecting the situations of incompatibility referred to in Article 160 of the Consolidated Law and in this Chapter, as well as other situations that may compromise their independence, taking into account the provisions of the standards applicable to independence.

2. The establishment and implementation of these procedures shall be documented in such a way as to enable their subjection to systems of quality control.

Article 149-quater

(Financial interests)

1. The holding of a financial interest in the company that conferred the engagement and its subsidiary companies by the following parties shall constitute grounds for incompatibility:

a) the auditing firm and those forming part of the audit group and the chain of command;

b) the partners and directors of the auditing firm engaged who work in the same office as a partner or director belonging to the audit group, the partners or directors of an entity of the network who work in the office where a significant proportion of the staff, with respect the total human resources of said office, are assigned to carrying out the engagement;

c) the close family members of those who form part of the audit group and the partners and directors of the auditing firm who work in the same office as a partner or director who forms part of the audit group.

2. The holding of a financial interest, including in circumstances different to those described in subsection 1, shall constitute grounds for incompatibility when, having taken into account the provisions of the standards applicable to independence, the auditor’s independence, in specific cases, is found to be compromised. Such grounds for incompatibility shall be identified by the auditing firm and the company that conferred the engagement, which to this end shall mutually notify each other of any potential situations capable of compromising the auditor’s independence.

3. Where an asset management company and the funds it manages are subject to audit, subsection 2 shall apply to the possession of the units of said funds.

Article 149-quinquies

(Business relations)

1. The presence of business relations or of commitments to establish such relations between the company that conferred the engagement, its controlling companies, its subsidiary companies, the members of its administrative and control bodies and its executive management, on the one hand, and the following persons, on the other, shall constitute grounds for incompatibility:

a) the auditing firm and those forming part of the audit group and the chain of command;

b) the partners and directors of the auditing firm engaged who work in the same office as a partner or director belonging to the audit group, the partners or directors of an entity of the network who work in the office where a significant proportion of the staff, with respect to the total human resources of said office, are assigned to carrying out the engagement;

c) the family members of those who form part of the audit group and the partners and directors of the auditing firm who work in the same office as a partner or director who forms part of the audit group.

2. The presence of business relations or of commitments to establish such relations, including in circumstances different to those described in subsection 1, shall constitute grounds for incompatibility when, having taken into consideration the provisions of the standards applicable to independence, the auditor’s independence, in specific cases, is found to be compromised. Such grounds for incompatibility shall be identified by the auditing firm and the company that conferred the engagement, which to this end shall mutually notify each other of any potential situations capable of compromising the auditor’s independence.

3. Business relations governed by market conditions normally applied to unrelated third parties and that do not have enough financial significance to make one of the parties dependent shall not constitute situations of incompatibility. Insurance and social security services, and loans and guarantees granted by banks and other financial institutions may be provided to the natural persons referred to in subsection 1, provided such relations are established in accordance with the standard procedures for their provision, and under the market terms and conditions normally applied to unrelated third parties.

Article 149-sexies

(Influence on the auditing firm’s decision-making process)

1. The following situations shall constitute grounds for incompatibility:

a) holdings of share capital in the auditing firm by the company subject to audit;

b) holdings of share capital in the auditing firm by a company controlled by or subject to joint control together with the company subject to audit;

c) the holding, by one of the members of the administrative and control bodies or the executive management of the company that conferred the engagement, of positions that make it possible to influence any of the auditing firm’s decisional process in relation to auditing operations.

Article 149-septies

(Self-employment or employee relationships)

1. The provision of services in a self-employed or employed capacity to the company that conferred the engagement, its parent companies or its subsidiary companies, by the following parties shall constitute grounds for incompatibility:

a) those forming part of the audit group and the chain of command;

b) the partners and directors of the auditing firm engaged;

c) the partners and directors of an entity of the network who work in the office where a significant proportion of the staff, with respect to the total human resources of said office, are assigned to carrying out the engagement.

2. Working in a self-employed or employed capacity, including in circumstances different to those described in subsection 1, shall constitute grounds for incompatibility when, having taken into consideration the provisions of the standards applicable to independence, the auditor’s independence, in specific cases, is found to be compromised. Such grounds for incompatibility shall be identified by the auditing firm and the company that conferred the engagement, which to this end shall mutually notify each other of any potential situations capable of compromising the auditor’s independence.

Article 149-octies

(Corporate offices)

1. Participation in the administrative and control bodies of the company that conferred the engagement, of the companies in which the latter, directly or indirectly, holds over 20% of the voting rights, of the companies that, directly or indirectly, hold over 20% of the voting rights of the company that conferred the engagement, and of its subsidiary and controlling companies, by the following parties shall constitute grounds for incompatibility:

a) those forming part of the audit group and the chain of command;

b) the partners and directors of the auditing firm engaged;

2. Participation in the administrative and control bodies, including in circumstances different to those described in subsection 1, shall constitute grounds for incompatibility when, having taken into consideration the provisions of the standards applicable to independence, the auditor’s independence, in specific cases, is found to be compromised. Such grounds for incompatibility shall be identified by the auditing firm and the company that conferred the engagement, which to this end shall mutually notify each other of any potential situations capable of compromising the auditor’s independence.

Article 149-novies

(Corporate positions and functions entrusted to family members within the conferring company)

1. Participation in the administrative and control bodies of the company that conferred the engagement or the performance within the latter of executive management functions or of functions making it possible to exert direct influence over the drawing up of the accounting records and the financial statements of said company, by the following parties shall constitute grounds for incompatibility:

a) family members related to those forming part of the audit group and the chain of command;

b) the family members related to the partners and directors of the auditing firm engaged who work in the same office as a partner or director who forms part of the audit group.

2. Participation in the administrative and control bodies or the performance of the functions referred to in subsection 1, including in circumstances different to those described therein, shall constitute grounds for incompatibility when, having taken into consideration the provisions of the standards applicable to independence, the auditor’s independence, in specific cases, is found to be compromised. Such grounds for incompatibility shall be identified by the auditing firm and the company that conferred the engagement, which to this end shall mutually notify each other of any potential situations capable of compromising the auditor’s independence.

Article 149-decies

(Legal advisory services)

1. Advisory services that involve the assignment of powers to represent the client as well as legal services provided for disputes are included within the services referred to in Article 160, subsection 1-ter, of the Consolidated Law.

Article 149-undecies

(Notification of situations of incompatibility)

1. In the event of one of the situations of incompatibility provided for in Article 160 of the Consolidated Law and Articles 149-quater, 149-quinquies, 149-sexies, 149-septies, 149-octies, 149-novies and 149-decies, the auditing firm, as soon as it has been discovered, shall notify it to the administrative and control bodies of the company that conferred the engagement and Consob, describing the measures that it intends to take to eliminate such a situation, the timescales involved, and the immediate precautions to be taken on a provisional basis. The company that conferred the engagement shall, if deemed necessary, send its remarks to Consob. Consob will decide whether to adopt the measures set out in Articles 160 and 163 of the Consolidated Law.

2. Should the company that conferred the engagement become aware of one of the situations of incompatibility specified in subsection 1, as soon as it has been discovered, shall notify it to Consob and the auditing firm, which shall act in accordance with said subsection.

Article 149-duodecies

(Publication of the fees)

1. A statement shall be annexed to the financial statements of the company that conferred the engagement detailing the fees for the financial year for services provided to the company by the following parties:

a) the auditing firm, for auditing services;

b) the auditing firm, for services other than auditing, divided between verification services for the issue of certifications and other services, categorised by type;

c) the entities belonging the auditing firm’s network, for the provision of services, broken down by type.

2. For companies required to draw up consolidated financial statements, the statement referred to in subsection 1 shall be drafted also with reference to the services provided to their subsidiary companies by the auditing firm of the parent company and by the entities belong to its network[353].

Chapter II[354]
Auditing of groups

Article 150
(Auditing of foreign subsidiaries)

1. For the purposes of implementing Article 165.1 of the Consolidated Law, the conferment of the engagement to audit the annual financial statements and consolidated financial statements of a listed parent company shall involve the performance of checks, where appropriate by a different independent auditor judged to be suitable by the auditor of the parent company, on the accounting statements of foreign subsidiaries that were prepared for the purposes of consolidation.

Article 150-bis
(Auditing of foreign companies that control listed companies and of foreign companies subject to joint control together with the latter)

1. For the purposes of the implementation of Article 165-bis, subsection 1 of the Consolidated Law, the conferment of the engagement to audit the financial statements and the consolidated financial statements of an Italian company at the top of the chain of control of listed companies shall involve the verification of the accounts, including where applicable by a different independent auditor deemed suitable by the auditor of said parent company, of the foreign subsidiary companies drawn up for the purposes of consolidation by the aforesaid Italian company, except for those companies specified in Article 150.

2. For the purposes of the implementation of Article 165-bis, subsection 1 of the Consolidated Law, the conferment of the engagement to audit the financial statements and the consolidated financial statements of Italian companies subject to joint control together with listed companies, not controlled by the Italian company specified in subsection 1, shall involve the verification of the accounts, including where applicable by a different independent auditor deemed suitable by the auditor of said Italian companies, of the foreign subsidiary companies drawn up for the purposes of respective consolidations.

3. Should the Italian companies specified in subsections 1 and 2 not draw up consolidated financial statements, the requirement provided for in the aforesaid subsections shall be satisfied by the Italian companies at the level immediately below in the respective chains of control that draw up the consolidated financial statements.

Article 151
(Exemption criteria for subsidiary companies)

1. Subsidiary companies, even when included in the consolidated financial statements, whose balance sheet assets are less than two per cent of the consolidated balance sheet assets and whose income is less than five per cent of the consolidated income shall not be material for the purposes of implementing Article 165, subsection 1 of the Consolidated Law, unless the sum of such companies' assets exceeds ten per cent of the consolidated assets and that of their income exceeds fifteen per cent of the consolidated income.

2. The Italian or foreign subsidiary companies that, as a result of the type of business conducted or the type of contracts, guarantees, commitments and contingent liabilities concluded or assumed, are likely to have a substantial influence on the group’s profits and losses, assets and liabilities and financial position shall be subject to the provisions referred to in Article 165, subsection 1 of the Consolidated Law and shall not count towards determining the thresholds provided for in the final part of subsection 1.

3. Where there are objective and proven impediments to the performance of the engagement, it is permissible for the annual financial statements of Italian subsidiary companies and the accounts of the foreign subsidiary companies not to be subject to audit or verification by the auditing firms.

Article 151-bis
(Exemption criteria for companies subject to joint control)

1. Italian or foreign companies subject to joint control together with other listed companies, even when included in the consolidated financial statements of the company at the top of the chain of control, whose balance sheet assets are less than two per cent of the consolidated balance sheet assets and whose income is less than five per cent of the consolidated income of the aforesaid company at the top of the chain of control, shall not be material for the purposes of implementing Article 165-bis, subsection 1 of the Consolidated Law, unless the sum of such companies' assets exceeds ten per cent of the consolidated assets and that of their income exceeds fifteen per cent of the consolidated income.

2. Should the company at the top of the chain of control of listed companies not draw up the consolidated financial statements, the parameters established in subsection 1 shall refer to the consolidated financial statements drawn up by the company at the level immediately below in the chain of control, in which the companies subject to joint control are included.

3. Italian or foreign companies subject to joint control together with listed companies are in any case subject to the provisions referred to in Article 165-bis, subsection 1 of the Consolidated Law and shall not count towards determining the thresholds provided for in the final part of subsection 1, when:

a) they undertake transactions with the listed group that due to their subject-matter, their consideration, or the manner or timescales for completion, may affect the security of the company’s assets or the completeness and accuracy of information, including that of an accounting nature, of the listed company and its group;

b) are capable of significantly affecting the listed group’s profits and losses, assets and liabilities and financial position due to undertaking of the following types of activities:

i) management of the treasury of the listed group;

ii) issue of financial instruments guaranteed by the listed group;

iii) other activities involving the issue of guarantees or the assumption of commitments and risks by the listed group.

4. Where there are objective and proven impediments to the performance of the engagement, it is permissible for the annual financial statements of the Italian companies and the accounts of the foreign companies subject to joint control together with the listed companies not to be subject to audit or verification by the auditing firms.

Article 151-ter
(Procedures for establishing the exemption thresholds)

1. The exemption thresholds established in Articles 151 and 151-bis shall be established by comparing the financial statements figures for the subsidiary companies or the companies subject to joint control, together with the listed company, gross of the entries netting off intragroup transactions, with the figures from the consolidated financial statements.

2. If even only one of the materiality thresholds established in Articles 151 and 151-bis is exceeded the related exemption provided for in said provisions shall no longer apply.

3. If one of the overall thresholds established in the final part of Articles 151, subsection 1, and 151-bis, subsection 1 are exceeded, the companies deemed to be the most material in terms of assets and income, formerly considered as exempt, shall be subject to the provisions relating to accounts auditing.

Article 152
(Application timescale)

1. Auditing provisions apply to subsidiary companies controlled by companies with listed shares, companies that control companies with listed shares, and companies subject to common control with companies that control companies with listed shares starting from the financial year in which control is acquired or the conditions provided under articles 151 and 151-bis are fulfilled. These provisions may apply from the following financial year if the aforesaid circumstances occur in the second half-year period.

2. The provisions regarding auditing apply only as long as control exists. The fact that the other conditions provided under articles 151 and 151-bis no longer exist has no effect on existing appointments.

3. In the event that the transfer of control leads to the applicability of the provisions provided by articles 165 and 165-bis of the Consolidated Act, the appointment will conclude upon completion of the auditing of the financial statements of the financial year in which the transfer occurred. If the auditor of the assigning group and the acquiring group is the same, the appointment will be continued until its natural expiry date unless the provisions of subsection 4 apply.

4. Notwithstanding the maximum appointment term established by article 159, subsection 4 of the Consolidated Act, for companies that control companies with listed shares, for the subsidiaries of these companies, and for those subject to common control with the companies with listed shares, subject to audit under the provisions of article 165, subsection 1 and 165-bis, subsection 1 of the Consolidated Act only, the appointment may expire in accordance with that of the appointment of the company with listed shares.

TITLE VII[355]
INDIVIDUALS WITH ACCESS TO PRIVILEGED INFORMATION (INSIDERS)

Chapter I
Lists of insiders

Article 152-bis [356]
(Establishment and content of lists)

1. Lists referred to in Article 115-bis of the Consolidated Law shall be kept in a manner ensuring easy access to and retrieval of data.

2. They shall contain at least the following information:

a) the identity of any person who, by virtue of the exercise of his employment or profession or by virtue of the functions performed on behalf of the person required to keep the list has access on a regular or an occasional basis to inside information; if the person is a legal person, an entity or a professional association, the identity of at least one reference person able to identify the persons who have had access to inside information must be indicated;

b) the reason why the person is on the list;

c) the date on which the person was placed on the list;

d) the date of every update of the information concerning the person.

3. Persons required to draw up lists shall record the methods used in keeping the list and the procedures for managing and retrieving data.

4. Companies in a control relationship with the issuer and the issuer itself may delegate the drawing up, management and keeping of the list to another company belonging to the same group provided the internal policies for the circulation and monitoring of inside information allow the company appointed to perform the related duties in full.

5. The articles of this Chapter and the provisions that refer to them shall not apply to issuers that have not applied for or approved the listing of their securities for trading on Italian organised markets, if these instruments have already been listed on an organised market in the EU with the consent of the issuer[357].

Article 152-ter [358]
(Updating of lists)

1. Lists shall be promptly updated:

a) whenever there is a change in the reason why any person is on the list;

b) whenever any new person has to be added to the list;

c) whenever it is necessary to record that any person on the list no longer has access to inside information and from when.

Article 152-quater [359]
(Keeping of lists)

1. The data on persons on the list shall be retained for at least five years from the time when the circumstances that led to their inclusion or the updating of their data ceased to exist.

Article 152-quinquies [360]
(Disclosure obligations)

1. Persons subject to the obligations referred to in Article 115-bis of the Consolidated Law shall promptly inform persons on the list:

a) of their inclusion on the list and the updates concerning them;

b) of the obligations deriving from their having access to inside information and of the sanctions established for offences provided for in Part V, Title 1-bis, of the Consolidated Law or for the unauthorised dissemination of inside information.

Chapter II
Transactions concluded by significant parties
and individuals closely associated with such parties

Article 152-sexies [361]
(Definitions)

1. In this Chapter:

a) "listed issuer" shall mean companies referred to in Article 152-septies, subsection 1;

b) "financial instruments linked to shares" shall mean:

b.1) financial instruments that permit the subscription, acquisition or disposal of shares;

b.2) debt financial instruments convertible into shares or exchangeable for shares;

b.3) derivative financial instruments based on shares referred to in Article 1.3 of the Consolidated Law;

b.4) other financial instruments, equivalent to shares, representing such shares;

b.5) listed shares issued by subsidiaries of the listed issuer and financial instruments referred to in paragraphs from b.1) to b.4) linked to them;

b.6) unlisted shares issued by subsidiaries of the listed issuer when the book value of the holding in the subsidiary represents more than fifty per cent of the listed issuer’s assets as shown by the latest approved annual financial statements and financial instruments referred to in subpara-graphs from b.1) to b.4) linked to them.

c) "relevant persons" shall mean:

c.1) the members of the board of directors and the internal control body of a listed issuer;

c.2) the general managers of a listed issuer and the managers who have regular access to inside information and are authorised to take management decisions that can influence the development and prospects of the listed issuer;

c.3) the members of the board of directors and the internal control body, the general managers and the managers who have regular access to inside information and are authorised to take management decisions in a company directly or indirectly controlled by a listed company that can influence the development and prospects of such company if the book value of the holding in the subsidiary represents more than fifty per cent of the listed issuer’s assets as shown by the latest approved annual financial statements;

c.4) any other person who holds a holding, calculated pursuant to Article 118, equal to at least 10 per cent of the share capital of the listed issuer represented by voting shares and any other person who controls the listed issuer[362];

d) "persons closely associated with relevant persons" shall mean:

d.1) spouses, unless legally separated, dependent children, including those of the spouse, and, if they have cohabited for at least one year, parents and persons related by consanguinity or affinity;

d.2) legal persons, partnerships and trusts in which a relevant person or one of the persons referred to in paragraph d.1) is solely or jointly responsible for the management;

d.3) legal persons controlled directly or indirectly by a relevant person or one of the persons referred to in paragraph d.1);

d.4) partnerships whose economic interests are substantially equivalent to those of a relevant person or one of the persons referred to in paragraph d.1);

d.5) trusts set up in favour of a relevant person or one of the persons referred to in subparagraph d.1).

Article 152-septies [363]
(Scope of application)

1. Article 114.7 of the Consolidated Law shall apply to:

a) Italian companies issuing shares traded on Italian or other EU regulated markets;

b) companies that do not have their registered office in an EU Member State and that are required to file annual information concerning shares in accordance with Article 10 of Directive 2003/71/EC.

2. The obligations laid down in Article 114.7 of the Consolidated Law shall apply to transactions involving the purchase, sale, subscription or exchange of shares or financial instruments linked to shares.

3. The following are not disclosed:

a) operations for which the total value does not amount to five thousand euros by the end of the year; subsequent to all communications, operations are not disclosed where the total amount does not amount to an equivalent value of a further five thousand euros by the end of the year; for financial instruments connected to derivatives, the amount is calculated with reference to the underlying shares;

b) operations implemented between the significant subject and the persons directly connected with it;
c) operations carried out by the same listed issuer and by companies it controls;
d) operations carried out by a credit entity or an investment firm going towards constituting the trading portfolio of that entity or enterprise, as defined by Article 11 of Directive 2006/49/EC, as long as said subject:

- keeps the trading and market making structures organisationally separated from the treasury and structures managing strategic investments;

- is able to identify the shares held for the purpose of trading and/or market making activities in ways that can be verified by Consob, or by holding them in a specific, separate account;

and, if acting as market maker

- is authorised by the Member State of origin in accordance with Directive 2004/39/EC to carry out market making activities;

- provides Consob with the market making agreement with the market management company and/or the issuer as may be required by the law and the related implementation provisions in force in the EU Member State where the market maker operates;

- notifies Consob that it intends to carry out or carries out market making activities on the shares of an issuer of listed shares, using model TR-2 contained in Annex 4E; the market maker must also immediately notify Consob of the cessation of market making activity on said shares.[363-bis]

4. The amount referred to in Article 3.a) shall be computed by summing the transactions involving shares and the financial instruments linked to them concluded on the own account of each relevant person and those concluded on the own account of persons closely associated with such person.

Article 152-octies [364]
(Procedures and time limits for disclosures to Consob and public disclosures)

1. Relevant persons referred to in Article 152-sexies, subsections 1.c.1), 1.c.2) and 1.c.3) shall notify Consob of transactions involving shares and linked financial instruments concluded directly and by persons closely associated with them not later than five trading days after their execution date.

2. Relevant persons referred to in Article 152-sexies, subsections 1.c.1), 1.c.2) and 1.c.3) shall notify the listed issuer of transactions referred to in subsection 1 within the time limit established therein.

3. Listed issuers shall publicly disclose the information received pursuant to subsection 2 not later than the end of the trading day following that of its receipt and shall forward it at the same time to the authorised storage device[365].

4. Relevant parties referred to in Article 152 sexies, subsection 1.c.4) shall notify to Consob and publicly disclose the information referred to in subsection 1 not later than the fifteenth day of the month following that in which transaction was executed[366].

5. The public disclosure referred to in subsection 4 may be made, on behalf of the relevant persons specified in such subsection, by the listed issuer, provided that, under a prior agreement, such relevant persons send the information referred to in subsection 1 to the listed issuer within the time limit established in subsection 4. In such case the listed issuer shall publicly disclose the information not later than the end of the trading day following that on which it received the information from such relevant persons[367].

6. Notifications to Consob provided for in subsections 1 and 4 may be made, on behalf of all the relevant persons, by the listed issuer within the respective time limits established in such subsections.

7. Notifications referred to in the preceding subsections shall be made in the manner specified in Annex 6.

8. Listed issuers and companies they control referred to in Article 152-sexies, subsection 1.c.3) must:

a) establish a procedure serving to identify those of their managers required to make the notification referred to in Article 114.7 of the Consolidated Law, as specified in such article and in this Title;

b) inform the persons identified in accordance with the previous paragraph of their having been identified and of the consequent obligations.

9. Listed issuers must identify the person to be responsible for receiving and handling the information referred to in this Title and for disclosing it to the market.

10. Relevant persons shall inform persons closely associated with them of the existence of the conditions by virtue of which the latter are subject to the notification obligations referred to in Article 114.7 of the Consolidated Law.

PART IV

TRANSITIONAL AND FINAL PROVISIONS

Article 153

(Transmission of notices and disclosures to Consob)

repealed[368]

Article 154

(Transitional provisions)

1. Until issue of the provisions of Article 67, stock exchange companies shall comply with Article 2 of Consob Resolution 5827 of 17 December 1991.

Article 155

(Foreign issuers already listed)

1. For the purpose of provisions of Article 114, subsection 2, the provisions previously in force shall continue to apply to foreign issuers whose financial instruments were admitted to listing in Italy before the entry into force of Regulation 11520 of 1 July 1998.

Article 155-bis

(Half-yearly reports (repealed)

repealed[369]

Article 156

(Repeals)

1. The following provisions are or remain repealed:

a) Consob Resolution 5553 of 14 November 1991 as amended;

b) Consob Resolution 5827 of 17 December 1991, except for the provisions of Article 154;

c) Consob Resolution 6237 of 3 June 1992;

d) Consob Resolution 6243 of 3 June 1992;

c-bis) Consob Communication 92005334 of 23 July 1992[370];

e) Consob Resolution 6265 of 10 June 1992;

f) Consob Resolution 6378 of 28 July 1992;

g) Consob Resolution 6426 of 12 August 1992;

h) Consob Resolution 6430 of 26 August 1992; Article 4, subsection 1, paragraph f), repealed with effect from 30 June 1999;

i) Consob Resolution 6761 of 7 January 1993;

j) Consob Resolution 6817 of 3 February 1993;

k) Consob Resolution 6892 of 24 February 1993;

k-bis) Consob communication n. 94001437 of 23 February 1994[371];

l) Consob Resolution 8085 of 26 May 1994;

l-bis) Consob Resolution 8195 of 30 June 1994, as amended by Consob Resolution 9389 of 1 August 1995 and Consob Resolution 11611 of 20 October 1998, with effect from the moment specified in Article 157, subsection 4[372];

m) Consob Resolution 8288 of 25 July 1994;

n) Consob Resolution 10310 of 12 November 1996;

o) Consob Resolution 11125 of 22 December 1997;

p) Consob Resolution 11520 of 1 July 1998;

q) Consob Resolution 11715 of 24 November 1998;

r) Consob Communication 87/10573 of 15 June 1987;

s) Consob Communication 92005380 of 24 July 1992;

t) Consob Communication 93002635 of 8 April 1993;

u) Consob Communication 96009304 of 16 October 1996;

u-bis) Consob Communication 98081334 of 19 October 1998[373];

u-ter) Consob Communication 11508 of 15 February 2000[374];

v) Consob Communication 33766 of 5 May 2000[375];

v-bis) Consob Communication 94375 of 22 December 2000[376];

w) Consob Communication 2064231 of 30 September 2002[377];

x) Consob Communication 4090018 of 14 October 2004[378].

Article 157

(Entry into force)

1. This Regulation entered into force on the fifteenth day following that of its publication in the Official Gazette, except for Article 33, subsection 2, paragraph d), which entered into force on 1 July 1999, and the second part of Article 13, subsection 6 which entered into force on 1 January 2000.

2. The models in Annex 1B must be used for offerings disclosed and for applications for authorisation to publish a listing prospectus submitted to Consob from 1 July 1999 onwards. Up to that date:

a) the model disclosure in Annex A to Consob Regulation 5553 of 134 November 1991 may be used as the model prospectus for offerings involving rights offerings of financial instruments to shareholders of issuers with listed or widely distributed shares or convertible bonds;

b) the models annexed respectively to Consob Regulations 6430 of 26 August 1992 and 11125 of 22 December 1997 may be used for other offerings and for admissions to listing.

3. Exercise of the right envisaged in Article 6, subsection 1 shall require use of the models in Annex 1B also prior to the aforementioned date.

4. The provisions of Article 81, subsections 2 and 10 shall apply to half-yearly reports for the year after that closing or in progress as at 31 December 1999[379].

Footnotes:

[1] Resolution 11971 and the attached Regulation are published in Ordinary Supplement 100 to Official Gazette 123 of 28 May 1999, and in CONSOB, Monthly Bulletin, 5/99. Resolution 12475 of 6 April 2000 is published in Ordinary Supplement 69 to Official Gazette 105 of 8 May 2000, and in CONSOB, Monthly Bulletin, 4/2000. Resolutions 13086 of 18 April 2001, 13106 of 3 May 2001 and 13130 of 22 May 2001 are published in Ordinary Supplement 150 to Official Gazette 137 of 15 June 2001, and in CONSOB Special Bulletin 1/2001. Resolution 13605 of 5 June 2002 is published in the Official Gazette, 137 of 13 June 2002 and in CONSOB Fortnightly Bulletin 6.1, June 2002. Resolution 13616 of 12 June 2002 is published in Official Gazette 148 of 26 June 2002 and in CONSOB Fortnightly Bulletin 6.1, June 2002. Resolution 13924 of 4 February 2003 is published in Official Gazette 36 of 13 February 2003 and in CONSOB Fortnightly Bulletin 2.1, February 2003. Resolution 14002 of 27 March 2003 is published in Official Gazette 90 of 17 April 2003 and in CONSOB Fortnightly Bulletin 3.2, March 2003. Resolution 14372 of 23 December 2003 is published in Official Gazette 301 of 30 December 2003 and in CONSOB Fortnightly Bulletin 12.2, December 2003; it entered into force on the day of its publication in the Official Gazette. Resolution 14692 of 11 August 2004 is published in Official Gazette 195 of 20 August 2004 and in CONSOB Fortnightly Bulletin 8.1, August 2004; it entered into force on the day after its publication. Resolution 14743 of 13 October 2004 is published in Official Gazette 243 of 15 October 2004 and in CONSOB Fortnightly Bulletin 10.1, October 2004; it entered into force on the day of its publication in the Official Gazette. Resolution 14990 of 14 April 2005 is published in Ordinary Supplement 81 to Official Gazette 103 of 5 May 2005 and in CONSOB Fortnightly Bulletin 4.2, April 2005; it entered into force on the day after its publication in the Official Gazette. Resolution 15232 of 29 November 2005 is published in Ordinary Supplement 201 to Official Gazette 290 of 14 December 2005 and in CONSOB Fortnightly Bulletin 11.2, November 2005; it entered into force on 1 January 2006, except for certain provisions indicated in the footnotes, which entered into force on 1 April 2006. Resolution 15232 also envisaged that the amendments to the rules on offering and listing prospectuses apply to applications for authorisation to publish prospectuses reaching Consob after 1 January 2006. Resolution 15510 of 20 July 2006 is published in Official Gazette 174 of 28 July 2006 and in CONSOB Fortnightly Bulletin 7.2, July 2006. Resolution 15520 of 27 July 2006 is published in Official Gazette 184 of 9 August 2006 and in CONSOB Fortnightly Bulletin 7.2, July 2006; it entered into force on the day after its publication in the Official Gazette. Resolution 15586 of 12 October 2006 is published in Official Gazette 246 of 21 October 2006 and in CONSOB Fortnightly Bulletin 10.1, October 2006; it entered into force on the day after its publication in the Official Gazette. Resolution 15915 of 3 May 2007 is published in Ordinary Supplement 115 to Official Gazette 111 of 15 May 2007 and in CONSOB Fortnightly Bulletin 5.1, May 2007; it entered into force on the day after its publication in the Official Gazette, except for the matters envisaged by the transitional provisions. Resolution 15960 of 30 May 2007 is published in the Official Gazette 134 of 12 June 2007 and in CONSOB, Fortnightly Bulletin 5.2, May 2007; it entered into force on the day after its publication in the Official Gazette. Resolution 16515 of 18 June 2008 is published in Official Gazette 146 of 24 June 2008 and in CONSOB Fortnightly Bulletin 6.2, June 2008; it entered into force on the day after its publication in the Official Gazette. Resolution 16709 of 27 November 2008 is published in Official Gazette 288 of 10 December 2008 and in CONSOB Fortnightly Bulletin 11.2, November 2008; it entered into force on the day after its publication in the Official Gazette. Resolution 16840 of 19 March 2009 is published in Ordinary Supplement 43 to Official Gazette 81 of 7 April 2009 and in CONSOB Fortnightly Bulletin 3.2, March 2009; it entered into force as from 1 July 2009, except for matters indicated under point II of the resolution relating to Articles 34-ter, 34-terdecies, 57 and 144-duodecies. Resolution 16850 of 1 April 2009 is published in Ordinary Supplement 45 to Official Gazette 83 of 9 April 2009 and in CONSOB Fortnightly Bulletin 4.1, April 2009; it entered into force on the fifteenth day following its publication in the Official Gazette, except for matters indicated in point IV of the resolution (see note to Article 65-bis). Resolution 16893 of 14 May 2009 is published in Official Gazette 115 of 20 May 2009 and in CONSOB Fortnightly Bulletin 5.1, May 2009; it entered into force on the day after its publication in the Official Gazette. Resolution 17002 of 17 August 2009 was published in Official Gazette 192 of 20 August 2009 and in CONSOB Fortnightly Bulletin 8.2, August 2009; it entered into force on the day after its publication in the Official Gazette. Resolution no. 17221 of 12 March 2010 is published in Official Gazette no. 70 of 25 March 2010 and in CONSOB Fortnightly Bulletin no. 3.1, March 2010; it entered into force from the fifteenth day following its publication in the Official Gazette except where otherwise dictated by the provisions of point IV.2 of the resolution. Resolution no. 17326 of 13 May 2010 was published in Official Gazette no. 116 of 20 May 2010 and in CONSOB Fortnightly Bulletin no. 5.1, May 2010; it entered into force from the fifteenth day following its publication in the Official Gazette except where otherwise dictated by the provisions of point III of the resolution. Resolution no. 17389 of 23 June 2010 was published in Official Gazette no. 152 of 2 July 2010 and in CONSOB Fortnightly Bulletin no. 6.2, June 2010, with regard to entry into force of the provisions of Resolution no. 17221 of 12 March 2010 as amended by Resolution no. 17389 of 23 June 2010. Resolution no. 17592 of 14.12.10 is published in the Official Gazette no. 4 of 7 January 2011 and in CONSOB Fortnightly Bulletin no. 12.2, December 2010; It will come into effect from the fifteenth day after its publication in the Official Gazette, unless otherwise provided in point II.1 of the resolution. Resolution 17679 of 1 March 2011 is published in Official Gazette 58 of 11 March 2011 and in CONSOB, Fortnightly Bulletin 3.1, March 2011, in force since 1 July 2011. Resolution 17730 of 31 March 2011 is published in Ordinary Supplement 95 to Official Gazette 81 of 8 April 2011 and in CONSOB Fortnightly Bulletin 3.2, March 2011; this has been in force since the day after its publication in the Official Gazette and also applies to voting proxy solicitations for which the notice required by article 136 of this Regulation has been published. Resolution 17731 of 5 April 2011 is published in the Ordinary Supplement 95 to Official Gazette 81 of 8 April 2011 and in CONSOB Fortnightly Bulletin 4.1, April 2011; this has been in force since 2 May 2001 except for the provisions set forth in point V of the same resolution. Resolution no. 17919 of 9.9.2011 is published in Official Gazette no. 220 of 21 September 2011 and in CONSOB fortnightly bulletin no. 9.1, September 2011; this entered into force from the thirtieth day following its publication in the Official Gazette, except where otherwise envisaged by the provisions of paragraph 2 of Article 2 of said Resolution. Resolution no. 18049 of 23 December 2011 is published in the Official Gazette no. 303 of 30 December 2011 and in Conson fortnightly bulletin no. 12.2, December 2011. Resolution no. 18079 of 20 January 2012 is published in the Official Gazette no. 31 of 7 February 2012 and in CONSOB Fortnightly Bulletin no. 1,2, January 2012. Resolution no. 18098 of 8 February 2012 is published in the Official Gazette no. 40 and in CONSOB Fortnightly Bulletin no. 2.1, February 2012.

[2] Article replaced with resolutions 15232 of 29 November 2005 and 15915 of 3 May 2007, then amended with resolution 15960 of 30 May 2007 and finally replaced again with resolutions 16840 of 19 March 2009, 16850 of 1 April 2009 and 17731 of 5 April 2011.

[3] Paragraph first of all added by resolution 14002 of 27.2.2003 and then thus amended by resolution 16840 of 19.3.2009 which added the words: “or sectors”.

[4] Paragraph amended by resolution 14002 of 27.2.2003 and then by resolution 16840 of 19.3.2009 which added the words: “organises and”.

[5] Paragraph added by Consob Resolution 13086 of 18.4.2001 and amended by Consob Resolution 13616 of 12.6.2002.

[6] Paragraph amended by Consob Resolution 13616 of 12.6.2002 and repealed by Consob Resolution 14372 of 23.12.2003.

[7] Paragraph added by Consob Resolution 13616 of 12.6.2002.

[8] Paragraph first added by resolution no. 14990 of 14.04.2005and later repealed with effect from 01.12.2010 by resolution 17221 of 12.3.2010, which adopted the "regulation containing provisions on related party transactions", as amended by Resolution no. 17389 of 23.6.2010.

[9] Paragraph added first of all by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[10] Paragraph added first of all by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[11] Paragraph added first of all by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[12] Paragraph added first of all by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[13] Paragraph added first of all by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[14] Subsection first of all added by Consob Resolution 15232 of 29.11.2005 and then removed by resolution 16840 of 19.3.2009.

[15] Subsection added by resolution 16709 of 27.11.2008.

[16] Subsection added by resolution 16709 of 27.11.2008.

[17] Subsection added by resolution 16709 of 27.11.2008.

[18] Subsection added by resolution 16709 of 27.11.2008.

[19] Subsection added by resolution 16709 of 27.11.2008.

[20] Subsection amended by resolution 16840 of 19.3.2009 which replaced the words: “public offering” with the words: “a public offering for subscription and sale”; the word “professional” with the word “qualified”; the words: “100 of the Consolidated Law” with the words: “34 ter, subsection 1, paragraph b” and the words: “alternative trading” with the words: “multilateral trading”.

[21] Article first of all added by Consob Resolution 14372 of 23.12.2003 and then amended by resolution 16840 of 19.3.2009 which replaced the words: “not less than five million” with the words: “no less than 5 million”.

[22] Title thus replaced by resolution 16840 of 19.2.2009

[22-bis] Article thus replaced by resolution 18079 of 20.1.2012

[22-ter] Paragraph added by resolution no. 18079 of 20.1.2012

[22-quater] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-quinquies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012.

[22-sexies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-septies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012.

[22-octies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012

[22-nonies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012

[22-decies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-undecies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-duodecies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-terdecies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-quaterdecies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012

[22-quinquiesdecies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012

[22-sexiesdecies] Paragraph thus replaced by resolution no. 18079 of 20.1.2012

[22-septiesdecies] Article thus replaced by resolution no. 18079 of 20.1.2012

[22-octiesdecies] From July 1th 2012, the nominal value per unit goes from 50,000 euros to 100,000 euros.

[22-novies - decies] Article thus replaced by resolution no. 18079 of 20.1.2012

[23] Point II of resolution 16840 of 19.3.2009 laid down that Article 34 ter enters into force on the fifteenth day after the publication of resolution 16840 of 19.3.2009 in the Official Gazette, with the exception of the matters envisaged by subsection 1, paragraphs d), e), f) and g) which will enter into force on 1 July 2009. Until 30 June 2009, the provisions pursuant to Article33, subsection 1, paragraphs c) and d) of Regulation No. 11971/1999 will continue to apply, in force before the applicability of resolution 16840 of 19.3.2009. The exemption envisaged by subsection 1, paragraph b), numbers 2 and 5 applies in accordance with the matters envisaged by the provisions pursuant to Article 34 terdecies.

[24] Point II of resolution 16840 of 19.3.2009 laid down that Consob establishes, under its own resolution, the date of activation of the register as per Article 34 quarteras well as the deadlines and the methods of the fulfilments envisaged by Article 34 terdecies, subsection 2.

[25] Point II of resolution 16840 of 19.3.2009 laid down that: 1) Article 34 terdecies enters into force on the fifteenth day after the publication of resolution 16840 of 19.3.2009 on the Official Gazette; 2) Consob establishes, under its own resolution, the date of activation of the register as per Article 34 quater as well as the deadlines and the methods of the fulfilments envisaged by Article 34 terdecies, subsection 2.

[26] Title replaced with resolution 17731 of 5 April 2011. Resolution 17731 of 5 April 2011 becomes effective on 2 May 2011 and is applicable to all bids for which the notification to Consob and the market, carried out in accordance with Article 102, subsection 1, of Italian Legislative Decree no. 58 of 24 February 1998, as amended, or the purchase determining the exceeding of the relevant threshold for the purpose of triggering the bid obligation, shall be carried out subsequent to that date, except for the provisions of articles 35, 35-bis, 35-ter and 49 of this regulation (see relative notes).

[27] Point V of resolution 17731 of 5 April 2011 sets forth that: articles 35, 35-bis, 35-ter and 49, containing respectively provisions regarding definitions, the scope of application of the new regulatory provisions, regulations about exchange tender takeover bids intended for the purchase of debt securities and the regulation of exemptions from the obligation to promote a takeover bid, shall become effective on the day after this resolution is published in the Official Gazette".

[28] Point V of resolution 17731 of 5 April 2011 sets forth that: articles 35, 35-bis, 35-ter and 49, containing respectively provisions regarding definitions, the scope of application of the new regulatory provisions, regulations about exchange tender takeover bids intended for the purchase of debt securities and the regulation of exemptions from the obligation to promote a takeover bid, shall become effective on the day after this resolution is published in the Official Gazette".

[29] Point V of resolution 17731 of 5 April 2011 sets forth that: articles 35, 35-bis, 35-ter and 49, containing respectively provisions regarding definitions, the scope of application of the new regulatory provisions, regulations about exchange tender takeover bids intended for the purchase of debt securities and the regulation of exemptions from the obligation to promote a takeover bid, shall become effective on the day after this resolution is published in the Official Gazette".

[30] Letter thus replaced by resolution no. 17919 of 9.9.2011.

[31] Point V of resolution 17731 of 5 April 2011 sets forth that: "as regards derivatives as well as for the purpose of applying Article 44-ter, the following transitional regime shall be put into place:

1. Derivatives held before this resolution comes into effect shall be calculated for the purpose of exceeding the thresholds set forth in Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law following purchases, not executing commitments assumed previously, carried out after this resolution comes into effect.

2. Anyone who at the date this resolution comes into effect is found to be above the thresholds set forth in Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law due to derivatives held shall be held to the obligation of a bid where above those thresholds due to the purchase of securities carried out, even if regarding the securities underlying those same derivatives.

3. Without prejudice to the application of subsection 2, anyone who exceeds a relevant threshold due to the purchase, not executing commitments assumed previously, of derivatives carried out in the period between the day after the publication of this resolution in the Official Gazette and 2 May 2011, is required to promote a bid, unless he decreases his shareholding to below that threshold by 2 May 2013.

4. The parties indicated in Article 114, subsection 5, of the Consolidated Law which, at the date this resolution comes into effect, are above the thresholds set forth in Article 106, subsections 1 and 3, paragraph b) of the Consolidated Law due to derivatives held, must disclose, with the procedures indicated in Article 36 and within five trading days from the same date this resolution comes into effect, a report containing details of the components of the shareholding held".

[32] Point V of resolution 17731 of 5 April 2011 sets forth that: "the provisions of Article 49, subsection 1, paragraph g) apply to transactions for which the meeting date of the administrative body which resolved to call the shareholders’ meeting to approve those transactions is subsequent to the date indicated in the point above" (the day after the publication of resolution 17731 of 5 April 2011 in the Official Gazette).

[33] Point V of resolution 17731 of 5 April 2011 sets forth that: articles 35, 35-bis, 35-ter and 49, containing respectively provisions regarding definitions, the scope of application of the new regulatory provisions, regulations about exchange tender takeover bids intended for the purchase of debt securities and the regulation of exemptions from the obligation to promote a takeover bid, shall become effective on the day after this resolution is published in the Official Gazette".

[34] Heading changed by Consob resolution 16840 of 19.3.2009

[35] Chapter included under Consob resolution 16840 of 19.3.2009

[36] Chapter thus renumbered and heading changed by resolution 16840 of 19.3.2009

[37] Article first of all replaced by Consob resolution 15232 of 29.11.2005 and then by Consob resolution 16840 of 19.3.2009

[37-bis] Paragraph included by Consob resolution no. 18079 of 20.1.2012.

[37-ter] Paragraph thus replaced by Consob Resolution no. 18079 of 20.1.2012.

[38] Article already amended by Consob resolution 13086 of 18.4.2001 subsequently replaced first by resolution 15323 of 29.11.2005 and then by resolution 16840 of 19.3.2009 and by Consob resolution no. 18079 of 20.1.2012.

[39] A list is presented below of the main EU directives concerning company law already assimilated: - Directive No. 2007/71/EC of 11 July 2007 - EU directive 2006/68 of 6.9.2006 which amended EU directive 77/91; – EU directive 2004/25 of 21.04.2004 (directive on take-over bids); - EU directive 2003/58 of 15.7.2003 which amended EU directive 68/151; - EU directive 2001/86 of 8.10.2001; - the twelfth EU directive 89/667 of 21 December 1989; . the eleventh EU directive 89/666 of 21 December 1989; - the eighth EU directive 84/253 of 10 April 1984; - the seventh EU directive 83/349 of 13 June 1983; the sixth EU directive 82/891 of 17 December 1982; - the fourth EU directive 78/660 of 25 July 1978; - the third EU directive 78/855 of 9 October 1978; - the second EU directive 77/91 of 13 December 1976; - the first EU directive 68/151 of 9 March 1968.

[40] Article replaced by resolutions 15232 of 29.11.2005, 16840 of 19.3.2009 , resolution no.16850 of 1.4.2009 and finally abrogated by Consob resolution no. 18079 of 20.1.2012.

[41] Article first of all amended by resolution 14990 of 14.4.2005, then replaced by resolution 15232 of 29.11.2005 and finally repealed by resolution 16840 of 19.3.2009.

[42] Article first of all replaced by resolution 15232 of 29.11.2005, then by resolution 16840 of 19.3.2009 and finally by resolution no. 18079 of 20.1.2012.

[42-bis] Paragraphs thus amended by resolution no. 18079 of 20.1.2012.

[43] Article already amended by resolutions 13086 of 18.4.2001, 13616 of 12.6.2002 and 14002 of 27.3.2003, then replaced by resolution 15232 of 29.11.2005, amended by resolution 15915 of 3.5.2007 and in conclusion thus replaced by resolution 16840 of 19.3.2009.

[44] Resolution 16840 of 19.3.2009 laid down that Article 57 shall come into force on the fifteenth day subsequent to the publication of resolution 16840 dated 19.3.2009 in the Official Gazette.

[45] Article already amended by resolution 13086 of 18.4.2001, then replaced first of all by resolution 15232 of 29.11.2005 , then by resolution 16840 of 19.3.2009.

[46] Chapter renumbered by resolution 16840 of 19.3.2009

[47] Heading first of all amended by resolutions 13605 of 5.6.2002, 13616 of 12.6.2002, 15232 of 29.11.2005 and finally by 16840 of 19.3.2009.

[48] Article first of all amended by resolutions 13605 of 5.6.2002, 13616 of 12.6.2002, 14990 of 14.4.2005 and finally replaced by 16840 of 19.3.2009.

[48-bis] Subsection thus amended by resolution no. 18079 of 20.1.2012.

[49] Article first of all amended by resolution 13605 of 5.6.2002, subsequently replaced by resolution 14990 of 14.4.2005, then amended by resolution 15232 of 29.11.2005 and finally replaced by 16840 of 19.3.2009.

[50] Article amended by Consob Resolutions nos. 13086 of 18.4.2001, 13616 of 12.6.2002 and 14990 of 14.4.2005 and repealed by Consob Resolution 15232 of 29.11.2005.

[51] Article amended by Consob Resolutions nos. 13086 of 18.4.2001, 13616 of 12.6.2002 and 14990 of 14.4.2005 and repealed by Consob Resolution 15232 of 29.11.2005.

[52] Chapter renumbered and heading amended by resolution 16840 of 19.3.2009

[53] Article already amended by resolution 14990 of 14.4.2005, and then first of all replaced by resolution 15232 of 29.11.2005, then by 16840 of 19.3.2009 and finally by resolution no. 18079 of 20.1

[54] Article repealed by resolution 16840 of 19.3.2009.

[55] Article amended by Consob Resolution 14002 of 27.3.2003 and repealed by Consob Resolution 15232 of 29.11.2005.

[56] Subsection first of all amended by resolutions 13086 of 18.4.2001, 13616 of 12.6.2002, 14002 of 27.3.2003 and then replaced by resolution 16850 of 1.4.2009. Resolution 16850 of 1.4.2009 is in force as from the fifteenth day subsequent to its publication in the Official Gazette, without prejudice to the matters envisaged by the provisions of the issuers’ regulation indicated in the note to Article 65 bis.

[57] Subsection added by resolution 16850 of 1.4.2009.

[58] Subsection added by resolution 16850 of 1.4.2009.

[58-bis] Paragraph added by resolution no. 18049 of 23.12.11. and then thus replaced by resolution no. 18079 of 20.1.2012.

[59] Rectius Section II.

[60] Paragraph added by Consob Resolution 15232 of 29.11.2005.

[61] Subsection added by Consob Resolution 15232 of 29.11.2005.

[62] Subsection added by Resolution 15915 of 3.5.2007 and then thus replaced by resolution no. 18079 of 20.1.2012.

[63] Article added by resolution 16850 of 1.4.2009.

Resolution 16850 of 1.4.2009 is in force as from the fifteenth day subsequent to its publication in the Official Gazette, without prejudice to the matters envisaged by the provisions of the issuers’ regulation indicated in the following points:

IV.I Until the start date of the activities of the dissemination of regulated disclosures systems, established by means of Consob authorisation instruction envisaged by Article 113 ter, subsection 4, paragraph a) of the Consolidated Law, or, in the absence of authorisation requests made by the parties concerned, until the date established by Consob by means of specific instruction, Articles 65 ter, 65 quinquies and 65 sexies of the Issuers’ Regulations shall not apply. In this period the issuers of securities shall observe Article 65 bis of the same Regulation:

a) in relation to the information envisaged by Article 114, subsection 1 of the Consolidated Law by means of sending a press release:

a.1) to at least two press agencies and to the management company for the market on which the related securities are listed, which ensures the divulgation to the public; or

a.2) via a screen-based system for the transmission of information set up by the management companies of the markets to which Consob has access;

b) in relation to the information envisaged by Article 114, subsection 7 of the Consolidated Law by means of sending Annex 6 according to the methods indicated in paragraph a), by way of departure to the methods envisaged in the same Annex;

c) in relation to the regulated information other than that indicated in the previous paragraphs a), b) and point IV.2, subject to Consob’s differing request, by means of sending the related documents to the management company for the market on which the related securities are listed, which ensures the divulgation to the public, and the sending of a press release, in accordance with the methods indicated in paragraph a), containing the announcement of the publication of the afore-mentioned documents and indication of the website where they are available.

IV.2 Until the start date of the activities of the storage devices, established under the Consob authorisation instruction envisaged by Article 113 ter, subsection 4, paragraph b) of the Consolidated Law:

a) Articles 65 ter, 65 quinquies and 65 sexies do not apply for the divulgation of the information envisaged by Article 87 of the Issuers’ Regulations and the issuers of securities observe Article 65 bis by means of sending Annex 3F, in accordance with the methods and deadlines indicated therein, to Consob, which takes steps to publish the information contained in said Attachment on its website;

[b) without prejudice to the matters envisaged in point IV.1, subsection c), the regulated information envisaged by Articles 84 and 89 of the Issuers’ Regulation is published is in at least one newspaper with national circulation]. [See note: subsection repealed by Resolution 17002 of 17 August 2009]

IV.3 Until the date indicated in point IV.1, the significant parties indicated in Article 152 sexies, subsection 1, paragraph c.4) of the Issuers’ Regulations publish the information envisaged by Article 114, subsection 7 of the Consolidated Law by means of sending Annex 6 in accordance with the methods indicated in point IV.1, subsection a.1, or in point IV.1, subsection a.2, in the event of specific agreement with the issuer.

IV.4 Until the date indicated in point IV.1:

a) by means of the regulation envisaged by Article 62 of the Consolidated Law, the stock exchange company may establish market disclosure and public information methods other than those indicated in point IV.1, provided that they are suitable for guaranteeing an equal degree of disclosure and immediacy of the information, as well as access to it by management companies for the markets on which the financial instruments are listed in the absence of request from the issuers; until the same date, the matters envisaged by the market management companies concerning screen-based systems for the transmission of the information, remain firm;

b) The issuers of securities observe the provisions adopted by the management company as per subsection a).

IV.5 Until the date indicated in point IV.2, by way of departure to the matters envisaged by Article 65 septies, subsections 1 and 2 of the Issuers’ Regulations, the regulated information is considered to be temporarily stored in centralized form due to its publication on the website of the Italian management companies for organised markets, also by means of reference to the websites of the related securities’ issuers.

IV.6 Until the date indicated in point IV.2, if Consob notes the lack of the publication methods envisaged by point IV.5 which effectively guarantee easy access by the public to the regulated information, it may request the market management companies to adopt measures necessary:

a) for the acquisition and conservation of the press releases, the data and the documents forwarded to the same for divulgation to the public by the issuers of securities, listed on the related market, as per this point;

b) for ensuring the divulgation to the public of the press releases, the data and the documents indicated in paragraph a).

IV.7 Until the date indicated in point IV.2, the parent companies issuing securities, by way of departure to Article 65 octies, subsection 3, paragraph a) of the Issuers’ Regulations, publish the regulated information by means of forwarding of the press release also to the management company for the market on which the related financial instruments are listed, which takes steps to disclose it to the public.

IV.8 Until the date indicated in point IV.2,:

a) the obligation to file the regulated information with Consob at the same time is considered to be met by means of inclusion: (i) in the screen-based information transmission system prepared by the management company for the market to which Consob has access, or (ii) in the regulated information dissemination system, authorised in accordance with Article 113 ter, subsection 4, paragraph a) of the Consolidated Law;

b) the information not filed with Consob by means of the methods indicated in paragraph a), is filed by means of transmission via the Remote collation system, in the cases indicated by Consob in Communication No. DEM/7029641 dated 1 May 2007, or by post to the address indicated on Consob’s website.

IV.9 Until the issue of a specific Consob communication, the obligation to file the regulated information via the Remote collation system envisaged respectively in Articles 90, subsection 1, paragraphs a bis), d) e) and f), 90 bis, subsection 1, paragraph b), 92, subsection 1, paragraphs a), c), d), and f), 93, subsection 1, paragraph b), 94, subsection 1, paragraph b), 98, subsection 1, paragraph b), 100, subsection 1, and 111 ter of the Issuers’ Regulations is replaced by the forwarding of the same information by post to the address indicated on Consob’s website.

IV.10 The issuers of securities which can choose Italy as the home member nation, as per Article 1, subsection 1, paragraph w quater, numbers 3 and 4 of the Consolidated Law, take steps to make this choice within 90 days of the enforcement of this resolution or within another deadline, if subsequent, established for said choice in the EU member nation if they have requested the listing of their securities.

IV.11 Until the date indicated in point IV.1, the issuers of financial instruments widely traded in multilateral trading systems with the consent of the issuer or the majority shareholder, by way of departure to the matters envisaged by Article 111 bis of the Issuers’ Regulations, disclose:

a) the information envisaged by Article 114, subsection 1 of the Consolidated Law by means of sending a press release to at least two press agencies;

b) the regulated information other than that indicated in paragraph a) by means of sending a press release to at least two press agencies, containing the announcement of the publication of the related documents and indication of the website where they are available.

IV.12 The issuers of financial instruments and the issuers of widely distributed financial instruments prepare the website for the publication of the information envisaged in Title II, respectively Chapter I and Chapter VI of the Issuers’ Regulations, within 120 days of the enforcement of this resolution.

IV.13 The market management companies which, in accordance with regulations previously in force, have set up a screen-based system for the transmission of the information, to which Consob has access, make the information available for at least three years or transfer it to Consob, upon specific request in accordance with Article 74 of the Consolidated Law, in electronic format, as divulged by said system in the three years prior to:

a) the date indicated in point IV.1; or

b) the date of termination of the management activities of said screen-based system for the transmission of the information, in the event that said date is prior to that indicated in paragraph a).

IV.14 The provisions contained in Chapter VIII ter of the Issuers’ Regulations relating to the authorised storage devices, are suspended until the issue of a specific instruction by means of which Consob will launch the procedure for the authorisation of the regulated information storage devices, as per Article 113 ter, subsection 4, paragraph b) of the Consolidated Law. For the purpose of preliminary recognition, within 90 days of the enforcement of this provision, the parties interested in providing the service relating to the authorised storage device, present Consob with a non-binding manifestation of interest, indicating whether they avail of a specific organisation, which presents the characteristics requested in Annex 3P, or the timescales necessary for the achievement of said organisation.

IV.15 Until 1 July 2009, the references to the norms of Part II, Title I, Chapter III of the Issuer’s Regulations envisaged respectively in Articles 102, subsection 4; 103, subsection 5; 103 bis, subsections 1, 2, 3, and 4 of the same Regulation are not effective and the references to the afore-mentioned norms envisaged in the provision in force until the date of enforcement of resolution 16850 of 1.4.2009 shall continue to apply.

[64] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[65] Article added by resolution 16850 of 1.4.2009.

[66] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[67] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[68] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.And then amended under resolution 16893 of 14.5.2009 under the terms indicated in the following footnote.

[69] Subsection added by resolution 16893 of 14.5.2009.

[70] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[71] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.And then amended under resolution 16893 of 14.5.2009 under the terms indicated in the following footnote

[72] Subsection amended by resolution 16893 of 14.5.2009 which replaced the last part.

[73] Paragraph amended by resolution 16893 of 14.5.2009 which, in the preface, added the words: “the parties indicated in paragraph 1 controlling issuers of securities and other financial instruments”; and the words: “relating to their subsidiary companies”.

[74] Subsection added by resolution 16893 of 14.5.2009.

[75] Article added by resolution 16850 of 1.4.2009.

[76] Article first of all added by resolution 16850 of 1.4. April 2009 and later amended under the terms indicated in the following footnotes.

[77] Subsection as amended by resolution 17326 of 13 May 2010, which in the indent replaced the words “that have chosen” with the word “choose”, and in paragraph a) added the words “of the first” after the expression “in cases of submission”.

[78] Subsection added by resolution 17326 of 13 May 2010.

[79] Article added by resolution 16850 of 1.4.2009.

[80] Heading amended by Consob Resolution 15232 of 29.11.2005.

[81] Article first of all added by Consob Resolution 15232 of 29.11.2005 and then replaced by resolution 16850 of 1.4.2009.

[82] Article previously amended by Consob Resolutions nos. 13616 of 12.6.2002 and 14002 of 27.3.2003, subsequently replaced first of all by resolution 14692 of 11.8.2004 and then by resolution 15232 of 29.11.2005 and then by resolution 16850 of 1.4.2009.

[83] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word first word and added the word “include” after “subsection 1”.

[84] Article added by Consob Resolution 15232 of 29.11.2005 and then thus replaced by Consob Resolution no. 18079 of 20.1.2012.

[85] Paragraph replaced, Subsection first of all amended by resolution 12475 of 6.4.2000, then by resolution 14002 of 27.3.2003 and lastly amended by resolution 15232 of 29.11.2005, which in conclusion replaced the words “Article 66, subsection 1” with the words “Article 66, subsection 2 with resolution 16850 of 1.4.2009.

[86] Subsection repealed by resolution 16850 of 1.4.2009

[87] Subsection repealed by resolution 16850 of 1.4.2009

[88] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “envisaged by Article 66” with the words: “indicated in Chapter I” and then fully replaced by Consob Resolution no. 18079 of 20.1.2012.

[89] Section added by Consob Resolution 15232 of 29.11.2005; the whole section entered into force on 1 April 2006. Until such date the version of Article 69 existing before the amendments had been applied (see next footnote).

[90] Article already amended by Consob resolution 13086 of 18.4.2001, subsequently first of all replaced by resolution 13616 of 12.6.2002 and then by resolution 15232 of 15232 of 29.11.2005. The amendments made by Consob Resolution 15232 of 29.11.2005 came into force on 1 April 2006. Until this date the previous version of article 69 was applied, presented as follows. "Article 69 (Research reports and statistics) 1. Issuers of financial instruments, authorised intermediaries and persons they control or are controlled by may publish research reports or statistics on issuers of financial instruments provided they: a) are sent to Consob no later than the day they are disseminated; b) are filed within the same time limit with the stock exchange company, which shall make them available to the public; c) contain a graphically highlighted warning that the person disseminating them may have a specific interest in the issuer, the financial instruments or the transactions analyzed and specify the reasons for and the extent of such interests. 2. Where research reports or statistics are addressed exclusively to the shareholders of the issuer or of the companies it controls or is controlled by or to the clients of the authorised intermediary or of the companies it controls or is controlled by, without prejudice to subsections 1a) and 1c), they shall be disseminated to the public in one of the following ways not later than sixty days from the start of their distribution: a) by being transmitted to the stock exchange company; b) by being posted on the intermediary's own website, with a notice being sent simultaneously to the stock exchange company announcing the posting and giving the address of the website where the research report or statistic is available. 3. Where the following circumstances occur together before the time limit referred to in the preceding subsection: a) rumours about the content of a research report or a statistic attributed to one of the persons referred to in subsection 1; b) a sizable movement in the market price of the financial instruments that are the subject of the research report or statistic compared with the reference price of the previous day and/or in the volume of trading in such instruments compared with the previous day, at the request of Consob, the person referred to in paragraph a) shall issue a press release commenting on the truthfulness of the rumours and, where the research report or statistic has already been distributed to the persons referred to in subsection 2, shall immediately disseminate it to the public in one of the ways provided for in subsections 2a) and 2b). The press release shall be sent without delay to at least two news agencies, Consob and the stock exchange company, which shall make it immediately available to the public. 4. Research reports and statistics and the notice referred to in subsection 2b) shall be sent to the stock exchange company in accordance with the technical procedures it shall specify”.

[91] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[92] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[93] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[94] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[95] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[96] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[97] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[98] Article added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[99] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “by Article 66, subsections 2 and 3” with the words “by Chapter I”.

[100] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “the parties indicated in subsection 1” with the words “qualified parties and corporate bodies which have a relationship of control with the same”.

[101] Section added by Consob Resolution 15232 of 29.11.2005. In force from 1 April 2006.

[102] Article added by Resolution 15232 of 29.11.2005,then amended by resolution 15915 of 3.5.2007 and finally by resolution no. 18079 of 20.1.2012.

[103] Section renumbered from II to IV by Consob Resolution 15232 of 29.11.2005.

[104] Article already amended by Resolution 13086 of 1.8.2001, subsequently replaced first of all by resolution 13616 of 12.6.2002 and then resolution 14692 of 11.8.2004, in conclusion amended by resolutions 14990 of 14.4.2005 and 16850 of 1.4.2009 and no. 17592 of 14.12.2010 under the terms indicated in the following footnote.

[105] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and no. 17326 of 13.05.10 and finally by resolution no. 17592 of 14.12.2010 that replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “will make…available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[106] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then substituted by resolution no. no. 17592 of 14.12.10.

[107] Sub-paragraph added by resolution no. 17592 of 14.12.10.

[108] Letter initially amended by resolution no. 16850 of 1.4.2009 and no. 17326 of 13.5.2010 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “Such Issuers “ with the words: “Issuers of Shares”; the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I” and the word: “ten” with the word: “fifteen” and fianlly thus amended by resolution no. 18079 of 20.1.2012.

[109] Letter initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words:

“of the competent body will be made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “of the competent body will be made available to the public, at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I”.

[110] Letter initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I”.

[111] Letter initially amended by resolution no. 14990 of 14.4.2005 and no. 16850 of 1.4.2009 and then substituted by resolution no. 17592 of 14.12.2010

[111-bis] Paragraph included with resolution no. 18079 of 20.1.2012; coming into force on the one hundred and eightieth day subsequent to publication of resolution no. 18079 in the Official Journal (6 August 2012).

[112] Article first of all added by 14990 of 14.4.2005 and then amended by resolution no. 16850 of 1.4.2009 and no. 17592 of 14.12.2010 within the deadlines indicated in the following footnote.

[113] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[114] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “previous sub-paragraph” with the words: “sub-paragraph 1”; the word: “fifteen” with the word: “twenty-one”; the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I” and before the word: “report” the following word was added: “explanatory”.

[115] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[116] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[117] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[118] Subsection added by resolution 16850 of 1.4.2009.

[119] Article initially amended by resolution no. 13086 of 18.4.2001, then amended initially by resolution no. 16850 of 1.4.2009 and no. 17326 of 13 May 2010 , then by resolution no. 17592 of 14.12.2010 that replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”. Resolution 17002 of 17.8.2009 stated that: “Until a set of regulations is adopted in relation to publication methods in national daily newspapers of regulated information disclosed pursuant to article 113-bis subsection 2, article 113-ter subsection 3 and article 114 subsection 1, Italian Legislative Decree no. 58 of 24 February 1998: a) for the public disclosure of documents envisaged in article 71, article 72 subsections 3 (first sentence) and 4, articles 77, 81 and 82, article 102 subsection 4, article 103 subsection 1 and article 110 subsection 1 of the Issuers’ Regulation, immediate disclosure shall also be arranged by announcement published in at least one daily newspaper with national circulation”. Finally, amended by resolution 18079 of 20.1.2012 that after the words "characteristics of the operation" added the words "except as provided in the following subsection 1-bis".

[119-bis] Paragraph included with resolution no. 18079 of 20.1.2012; coming into force on the one hundred and eightieth day subsequent to publication of resolution no. 18079 in the Official Journal (6 August 2012).

[120] Article first added by Resolution no. 13616 of 12.6.2002, then amended by Resolutions 14990 of 14.4.2005 and 16850 of 1.4.2009 in the terms indicated in the following footnotes, and lastly repealed with effect from 1.12.2010 by Resolution no. 17221 of 12.3.2010 on adoption of the “regulation containing provisions on related party transactions”, as amended by Resolution no. 17389 of 23.6.2010. With regard to the entry into force of the regulation, in order that companies may adapt internal procedures to the new regulations, a transitional regime with two deadlines is envisaged. The transparency regime shall enter into force from 01.12.2010. The new decision-making procedures shall instead enter into force from 1.1.2011.

[121] Article first of all added by Consob Resolution 13616 of 12.6.2002 and 13086 of 18.4.2001, subsequently replaced first of all by resolution 14692 of 11.8.2004 and then Consob Resolution 14990 of 14.4.2005 and finally amended by resolution 14990 of 14.4.2005, resolution 16850 of 1.4.2009 and no. 17592 of 14.12.2010 under the terms indicated in the following footnote.

[122] Heading amended by resolution 16850 of 1.4.2009 which replaced the words: “instrument of incorporation” with the words: “Articles of Association”.

[123] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the word: “fifteen” with the word: “twenty-one”; the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I” and before the word: “report” the following word was added: “explanatory”.

[124] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[125] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then amended in this manner by resolution no. 17592 of 14.12.2010.

[126] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”; before the word: “report” the following word was added: “explanatory” and after the words: “of the board of directors” the following words were added: “previously published in accordance with sub-paragraphs 1 and 1-bis”. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[127] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which after the words: “such date with” added the words: “notice made public with”. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[128] Letter initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on the Internet site of the issuer, and using the other means indicated in Chapter I”.

[129] Letter amended in this manner by resolution no. 17592 of 14.12.2010.

[130] Sub-paragraph added by resolution no. 16850

[131] Article initially replaced by resolution no. 14692 of 11.8.2004 and then amended by resolution no. 16850 of 1.4.2009 and no. 17592 of 14.12.2010, in the terms indicated in the notes below.

[132] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the word. “fifteen” with the word: “twenty-one” and the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[133] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[134] Article amended by Consob Resolutions nos. 14692 of 11.8.2004 and 14990 of 11.4.2005 and then 16850 of 1.4.2009, no. 17592 of 14.12.2010 under the terms indicated in the following footnotes.

[135] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the word. “eight” with the word: “twenty-one”; the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I” and before the word: “report” the following word was added: “explanatory”.

[136] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[137] Sub-paragraph initially amended by resolution no. 14990 of 14.4.2005 and then amended in this manner by resolution no. 17592 of 14.12.2010.

[138] Subsection added by resolution 16850 of 1.4.2009.

[139] Article amended by Consob Resolutions nos. 13086 of 18.4.2001, 13616 of 12.6.2002, 14002 of 27.3.2003, 14692 of 11.8.2004 and 14990 of 14.4.2005 and 16850, no. 17592 of 14.12.2010 under the terms of the following footnote.

[140] Heading amended by resolution 16850 of 1.4.2009 which replaced the words: “bonds” with the words: “securities not including shares”.

[141] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “70, sub-paragraphs 1,2,3 and 5” with the words: 70, sub-paragraphs 1.2, 3, 3-bis and 5“.

[142] Subsection added by Consob Resolution 14990 of 14.4.2005.

[143] Article initially amended by resolution no. 13086 of 18.4.2001, no. 14990 of 14.4.2005, no. 16850 of 1.4.2009 and finally repealed with resolution no. 17592 of 14.12.2010.

[144] Section renumbered from III to V by Consob Resolution 15232 of 29.11.2005.

[145] Article initially amended by resolution no. 14692 of 11.08.2004, amended with resolution no. 14990 of 14.4.2005, once again replaced with resolution no. 16850 of 1.4.2009 and finally amended with resolution no. 17592 of 14.12.2010 in the terms indicated in the notes below. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[146] Paragraph amended in this manner by resolution no. 17592 of 14.12.2010.

[147] Paragraph amended in this manner by resolution no. 17592 of 14.12.2010.

[148] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[149] This sub-paragraph replaced the preceding sub-paragraphs 3 and 4 with resolution no. 17592 of 14.12.2010.

[150] Article replaced by Resolution 14692 of 11.8.2004, then by Resolution 15520 of 27.7.2006 and finally by Resolution 15915 of 3.5.2007, which added the subsection 1-bis.

[150-bis] Paragraph abrogated by resolution no. 18049 of 23.12.11.

[151] Subsection added by Resolution 15915 of 3.5.2007.

[152] Article first replaced by Consob Resolutions nos. 14692 of 11.8.2004 and then by resolution no. 15520 of 27.7.2006 and finally abrogated by resolution no. 18049 of 23.12.211.

[153] Article repealed by Resolution 15915 of 3.5.2007.

[154] Article previously amended by Article 155-bis (see related article), later replaced by resolutions 14692 of 11.8.2004, 14990 of 14.4.2005, 16850 of 1.4.2009 and then amended with effect from 1.12.2010 by Resolution no. 17221 of 12.3.2010 as amended by Resolution no. 17389 of 23.6.2010 and no. 17592 of 14.12.2010 in the terms indicated in the following footnote. Resolution 17002 of 17.8.2009 stated that: “Until a set of regulations is adopted in relation to publication methods in national daily newspapers of regulated information disclosed pursuant to article 113-bis subsection 2, article 113-ter subsection 3 and article 114 subsection 1, Italian Legislative Decree no. 58 of 24 February 1998: a) for the public disclosure of documents envisaged in article 71, article 72 subsections 3 (first sentence) and 4, articles 77, 81 and 82, article 102 subsection 4, article 103 subsection 1 and article 110 subsection 1 of the Issuers’ Regulation, immediate disclosure shall also be arranged by announcement published in at least one daily newspaper with national circulation”.

[155] Subsection repealed with effect from 1.12.2010 by resolution 17211 of 12.3.2010 which adopted the “regulation containing provisions on related party transactions” as amended by resolution 17389 of 23.6.2010. With regard of the entry into force of said regulation, to allow companies sufficient time to adopt internal procedures to the new regulation, a transitional regime with two deadlines is envisaged. The transparency regime shall entry into force from 1.12.2010. The new decision making procedures shall instead enter into force from 1.1.2011.

[156] Sub-paragraph amended in this manner by resolution no. 17592 of 14.12.2010 that replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[157] Article added by Consob resolution 14990 of 14.4.2005 and repealed by Consob resolution 15520 of 27.7.2006.

[158] Article first of all added by resolution 15915 dated 3.5.2007 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnotes.

[159] Heading amended by resolution 16850 of 1.4.2009 which replaced the words: “half yearly report” with the words: “half year abridged financial statements”.

[160] Subsection amended by resolution 16850 of1.4.2009 which replaced the words: “the format” with the words: “the formats”.

[161] Article first of all replaced by resolution 14692 dated 11.8.2004 and 14990 of 14.4.2005 and then amended by resolution 16850 of 1.4.2009 and no. 17592 of 14.12.2010 under the terms indicated in the following footnotes. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[162] Heading amended by resolution 16850 of 1.4.2009.

[163] Sub-paragraph initially replaced by resolution no. 16850 of 1.4.2009 and then amended by resolution no. 17592 of 14.12.2010, which replaced the words: “made available to the public, at their registered office and using the means indicated in Chapter I” with the words: “made available to the public, at their registered office, on their Internet site, and using the other means indicated in Chapter I”.

[164] Subsection repealed by resolution 16850 of 1.4.2009.

[165] Article added Consob Resolution 14990 of 14.4.2005 and repealed by Consob Resolution 15520 of 27.7.2006.

[166] Article replaced by resolution No. 16850 of 1.4.2009 and then amended by consob Resolution 17326 of 13.5.2010.

[167] Section renumbered from IV to VI by Consob Resolution 15232 of 29.11.2005.

[168] Sub-paragraph initially added with resolution no. 16850 of 1.4.2009 and then amended by resolution no. 17592 of 14.12.2010, in the terms indicated in the notes below.

[169] Sub-paragraph amended in this manner with resolution no. 17592 of 14.12.2010 that replaced the words: “as soon as possible” with the words: “without delay”.

[170] Sub-paragraph amended in this manner with resolution no. 17592 of 14.12.2010 that replaced the words: “as soon as possible” with the words: “without delay”.

[171] Sub-paragraph amended in this manner with resolution no. 17592 of 14.12.2010 that replaced the words: “as soon as possible” with the words: “without delay”.

[172] Article initially amended with resolution no. 14990 of 14.4.2005, then replaced with resolution no.16850 of 1.4.2009 and finally amended with resolution no. 17592 of 14.12.2010 in the terms indicated in the notes below. See note at article 65-bis. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[173] Sub-paragraph amended in this manner with resolution no. 17592 of 14.12.2010 that after the words: “will provide the public” added the words: “without delay”.

[174] Paragraph amended in this manner by resolution no. 17592 of 14.12.10.

[175] Sub-paragraph repealed by resolution no. 17592 of 14.12.10.

[176] Article first included with resolution no. 15915 of 3.5.2007 and then amended with resolutions no. 16850 of 1.4.2009, 17592 of 14.12.2010 and no. 18049 of 23.12.11 within the terms specified in the next few note.

[177] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then amended in this manner by resolution no. 17592 of 14.12.2010.

[178] Sub-paragraph added by resolution no. 17592 of 14.12.10.

[179] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “provided under sub-paragraph 1, letter b) and by” with the words: “indicated in the”.

[180] Paragraph first amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which after the word: “inform” has added the words: “without delay” and has replaced the words: “established by paragraph 1, letter b) and in Chapter I” with the words: “specified in Chapter I” and finally, as substituted with resolution no. 18049 of 23.12.11.

[181] Paragraph first amended by resolution 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010 which eliminated the words: “and in paragraph 1, letter b”, and at letter a) replaced the words: “the implementation” with the words: “to the implementation” and finally, as substituted with resolution no. 18049 of 23.12.11.

[182] Sub-paragraph, amended in this way by resolution no. 17592 of 14.12.2010 that replaced the expression: “The share issuers shall, in the same manner, provide” with the expression: “The share issuers will provide the following without delay and in the manner indicated in Chapter I”.

[183] Article added by resolution no. 17592 of 14.12.2010.

[183-bis] Article added by resolution no. 18049 of 23.12.2011.

[184] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “financial instruments” with the words: “securities”.

[185] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[186] Sub-paragraph initially amended by resolution no. 16850 of 1.4.2009 and then by resolution no. 17592 of 14.12.2010, which replaced the words: “available to the public at their registered office in accordance with the methods envisaged by Chapter I” with the words: “available to the public, at their registered office, on their Internet site, and by the other means indicated in Chapter I”:

[187] Article amended by Consob Resolution 15232 of 29.11.2005, and then amended by resolution No. 16850 of 1.4.2009 which replaced the words: “Issuers of financial instruments” with the words: “The parties indicated in Article 114, subsection 5 of the Consolidated Law”, and added the words “and Consob”; then by resolution 16893 of 14.5.2009 which replaced the words: “The parties indicated in Article 114, subsection 5 of the Consolidated Law” with the words; “The issuers of shares or closed-end fund management companies whose holdings are listed on organised markets”.

[188] Article first of all amended by resolution 15232 of 29.11.2005 and then amended by resolution 16850 of 1.4.2009 which replaced the words: “in Article 66” with the words “in Chapter I”.

[189] Article first replaced by resolution 13086 of 18.4.2001 and the repealed by resolution 16850 of 1.4.2009.

[190] Article amended by resolution 16850 of 1.4.2009 which replaced the words: “in at least one daily newspaper having a national circulation” with the words: “ in accordance with the methods envisaged in Chapter I”, the words: “not later than the day before the start” with the words: “in due time with respect to the start” and the word: “notice” with the word: “press release”. See note to Article 65 bis. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: [... omissis ...] regulated disclosures envisaged in Articles 84 and 89 of the Issuers’ Regulation must also be published in at least one newspaper with national circulation”.

[191] Article first added by resolution 15915 of 3.5.2007. Resolution 15915 and then replaced by resolution 16850 of 1.4.2009 and resolution no. 18079 of 20.1.2012.

[192] Article first added by resolution 15915 of 3.5.2007 and then amended in the terms indicated in the following footnote.

[193] Subsection as amended by resolution 17326 of 13.5.2010 which replaced the words: “Article 89-bis, subsection 4” with the words: “Article 89-bis, subsection 3". Article finally replaced by Consob Resolution no. 18079 of 20.1.2012.

[194] Article added by Resolution 15915 of 3.5.2007. The Resolution 15915 established that the provisions of this Article shall apply to financial reporting for which the reporting period ends after 31.12.2007.

[195] Heading amended by resolution 16850 of 1.4.2009 which replaced the words: “listed” with the words: “financial instrument”.

[196] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “by listed issuers” with the words: “by the issuers indicated in Article 118 bis of the Consolidated Law and added the words “(Committee of European Securities Regulators)”.

[197] Article amended by Consob Resolutions nos. 13616 of 12.6.2002, 14692 of 11.8.2004, 14990 of 14.4.2005 and 16850 of 1.4.2009 and no. 17592 of 14.12.2010 under the terms indicated in the following footnote. See note to Article 65 bis.

[198] Paragraph amended in this manner by resolution no. 17592 of 14.12.10.

[199] Sub-paragraph amended initially with resolution no. 16850 of 1.04.2009 that replaced the words: “at the same time as disseminating it to the public” with the words: “by linking up with the authorised storage device in accordance with Article 65-septies, sub-paragraph 3”, then with resolution no. 17592 of 14.12.2010 which after the words: “The Issuers of shares will send Consob” the following words were added: “at least fifteen days before the date set for the shareholders’ meeting” and then with resolution no. 18079 of 20.1.2012 which after the words "article 70.4" added the words "where prepared".

[200] Article initially added by resolution no. 14990 of 14.4.2005 and then amended by resolution no. 16850 of 1.4.2009 and finally replaced by resolution no. 17592 of 14.12.2010. See note to article 65-bis.

[201] Article initially replaced by resolution no. 16850 of 1.4.2009, then amended by resolution no. 17592 of 14.12.2010, which replaced the words: “in accordance with Article 71 by means of linking up” with the words: “in accordance with Article 71, within fifteen days from conclusion of the operation, by means of linking up” and then with resolution no. 18079 of 20.1.2012 which after the words "Article 71" added the words "where prepared".

[202] Article first added by resolution 13616 of 12.6.2002 and later repealed with effect from 1.12.2010 by resolution no. 17221 of 12.3.2010 on adoption of the “regulation containing provisions on related party transactions”, as amended by Resolution no. 17389 of 23.6.2010. A transitional regime with two expiry dates is envisaged to allow companies to adapt to the internal procedures of the new regulation. The transparency regime will enter into force on 1.12.2010. The new decision-making procedures will instead enter into force on 1 January 2011.

[203] Article previously replaced by resolution no. 14692 of 11.8.2004, then amended by resolution no. 14990 of 14.4.2005 and no. 16850 of 1.4.2009, and finally replaced by resolution no. 17592 of 14.12.2010. See note to article 65-bis.

[204] Article previously replaced by resolution no. 14692 of 11.8.2004, then amended by resolution no. 16850 of 1.4.2009, and finally replaced once again by resolution no. 17592 of 14.12.2010. See note to article 65-bis.

[205] Article previously replaced by resolution no. 14692 of 11.8.2004, then amended by resolution no. 14990 of 14.4.2005 and no. 16850 of 1.4.2009, and finally replaced once again by resolution no. 17592 of 14.12.2010. See note to article 65-bis.

[206] Heading already replaced by Consob Resolution 13086 of 18.4.2001; subsequently amended by resolution 13616 of 12.6.2002 and once again replaced by resolution 14002 of 27.3.2003; in conclusion amended by resolution 16850 of 1.4.2009 which replaced the word: “bonds” with the words: “securities (not including shares)”.

[207] Subsection already replaced by Consob Resolution 13086 of 18.4.2001; subsequently amended by resolution 13616 of 12.6.2002 and once again replaced by resolution 14002 of 27.3.2003; in conclusion amended by resolution 14990 of 14.4.2005 and then 16850 of 1.4.2009 which replaced the word: “bonds” with the words: “securities (not including shares)”.

[208] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word: “official stock exchange listing” with the words: “listing on organised markets”.

[209] Article initially amended by resolution no. 13086 of 18.4.2001 and no. 14990 of 14.4.2005, then replaced by resolution no. 16850 of 1.4.2009 and finally amended with resolution no. 17592 of 14.12.2010 in the terms indicated in the note below. For the transitory period see note to article 65-bis.

[210] Letter amended in this manner by resolution no. 17592 of 14.12.2010.

[211] Article first of all amended by resolutions 13086 of 18.4.2001, 13616 of 12.6.2002 and 14002 of 27.3.2003 and then replaced by resolution 16850 of 1.4.2009.

[212] Article added by resolution 17326 of 13.5.2010.

[213] Article first of all amended by resolution 14692 of 11.8.2004 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnotes. See note to Article 65 bis.

[214] Paragraph replaced by resolution 16850 of 1.4.2009.

[215] Paragraph added by resolution 16850 of 1.4.2009

[216] Subsection as replaced by Consob Resolution 16850 of 1.4.2009 which replaced the words: “instrument of incorporation” with the words: “Articles of Association”.

[217] Article first of all introduced by resolution 14990 of 14.4.2005 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnote.

[218] Subsection amended by Consob Resolution 16850 of 1.4.2009 which added the words: “to the public” and replaced the words: “and the stock exchange company, which shall disseminate the information not later than the next day” with the words: “in accordance with the methods pursuant to Chapter I”.

[219] Article replaced by resolution 16850 of 1.4.2009.

[220] Article replaced first with resolutions 14692 of 11 August 2004, 14990 of 14 April 2005 and 16850 of 1 April 2009 and finally with resolution 17679 of 1 March 2011 effective as of 1 July 2011. Until that date, the previous text of article 100 shall continue to apply, which is set forth here below: 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". See note to art. 65-bis.

[221] Article first replaced by Resolution 15232 of 29.11.2005 and then repealed by resolution 16850 of 1.4. 2009.

[222] Chapter replaced by resolution 16850 of 1.4.2009

[223] See note to Article 65-bis. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[224] Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[225] See note to Article 65 bis.

[226] See note to Article 65 bis.

[227] See note to Article 65 bis. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: [ …omissis…] c) in cases envisaged in Article 103-bis subsections 2 and 4 of the Issuers’ Regulation, persons subject to disclosure obligations indicated therein must by the end of February each year publish a notice, in at least one newspaper with national circulation, confirming updating of the published prospectus and indicating the reference date”.

[228] See note to Article 65 bis.

[229] See note to Article 65 bis. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: [ …omissis…] c) in cases envisaged in Article 103-bis subsections 2 and 4 of the Issuers’ Regulation, persons subject to disclosure obligations indicated therein must by the end of February each year publish a notice, in at least one newspaper with national circulation, confirming updating of the published prospectus and indicating the reference date”.

[230] Chapter repealed by resolution 16850 of 1.4.2009. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: [ …omissis…] in cases envisaged in Article 103-bis subsections 2 and 4 of the Issuers’ Regulation, persons subject to disclosure obligations indicated therein must by the end of February each year publish a notice, in at least one newspaper with national circulation, confirming updating of the published prospectus and indicating the reference date”.

[231] Article already amended by Consob Resolutions nos. 12475 of 6.4.2000 and 13616 of 12.6.2002, subsequently replaced by resolution 14372 of 23.12.2003 and finally amended by resolution14990 of 14.4.2005 under the terms indicated in the following footnote.

[232] Subsection amended by Consob Resolution 14990 of 14.4.2005.

[233] Article first replaced by resolution 15232 of 29 November 2005 and then by resolution 16850 of 1.4.2009.

[234] Article added by Consob Resolution 14990 of 14.4.2005.

[235] Paragraph amended by resolution 16850 of 1.4.2009 which replaced the words: “published in at least one daily newspaper having a national circulation” with the words: “disclosed in accordance with the methods pursuant to Article 109, subsection 1, paragraph b)”. Resolution 17002 of 17.8.2009 states: “Until global measures are adopted on the method for publishing regulated disclosures pursuant to Article 113-bis, subsection 2, Article 113-ter, subsection 3 and Article 114, subsection 1 of Legislative Decree no. 58 of 24 February 1998: a) public disclosure of documents envisaged in Article 71, Article 72 subsection 3 paragraph 1 and 4, Article 77, Article 81, Article 82, Article 102 subsection 4, Article 103 subsection 1 and Article 110 subsection 1 of the Issuers' Regulation the information must be disclosed immediately, also via press release in at least one newspaper with national circulation”.

[236] The words "Article 84" were amended to "Article 84.1" by Consob Resolution 14990 of 14.4.2005.

[237] Paragraph included by resolution no 15915 of 3.5.2007and then thus replaced by resolution no. 18049 of 23.12.11.

[238] Subsection added by Consob Resolution 14990 of 14.4.2005.

[239] Subsection added by Consob Resolution 16850 of 1.4.2009.

[240] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[241] Article added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[242] Subsection first amended by Consob Resolution 13616 of 12.6.2002, subsequently by resolution 14372 of 23.12.2003 and finally repealed by Consob Resolution 14990 of 14.4.2005.

[243] The original version of subsection 2 replaced by Consob Resolution 14990 of 14.4.2005.

[244] Heading amended by resolution 16850 of 1.4.2009

[245] Article added by resolution 16850 of 1.4.2009

[246] Article repealed by resolution 16850 of 1.4.2009

[247] Article first amended by resolution 13086 of 18.4.2001 and then replaced with resolution 16850 of 1.4.2009.

[248] Article replaced by resolution 16850 of 1.4.2009.

[249] By means of this Article, resolution 16850 of 1.4.2009 replaced the previous Article 116 and Articles 116 bis, already amended by resolutions 13086 of 18.4.2001 and 14692 of 11.8.2004.

[250] Chapter added by resolution 16850 of 1.4.2009

[250-bis] See Consob Communication no. 12029513 of April 13, 2012.

[251] Chapter first added by Consob Resolution 14002 of 27.3.2003 and then replaced by resolution 16850 of 1.4.2009.

[252] Chapter added by resolution 16850 of 1.4.2009.

[253] Chapter added by resolution 16850 of 1.4.2009. See note to Article 65 bis.

[254] Letter thus replaced by resolution no. 17919 of 9.9.2011.

[255] Article added by resolution 16850 of 1.4.2009.

[256] Heading amended by Resolution 16850 of 1.4.2009.

[257] Point II of Resolution 16893 of 14.5.2009 states: “On first application of the measures of Part III, Title III, Chapter I, Section I of the Issuers’ Regulation, as amended by Resolution 16850 of 1 April 2009, persons in possession of an actual holding as at the date of entry into force of said resolution, that becomes significant as a result of the new measures, shall comply with related disclosure obligations by 30 June 2009”.

[258] Article replaced by resolution 16850 of 1.4.2009.

[259] Article added by resolution 16850 of 1.4.2009.

[260] Article first amended by resolution 14990 of 14.4.2005 and then replaced by resolution 16850 of 1.4.2009.

[261] Article first replaced by resolution no. 16850 of 1.4.2009 and then by resolution no. 17919 of 9.9.2011. Paragraph 2 of Art. 2 of Resolution no. 17919 of 9.9.2011 provides for the following transitory regime: "- without prejudice to the provisions of Article 119, paragraph 6-quater, any party holding, as of the date of the coming into effect of this resolution, an overall long position that is significant in accordance with Article 119, paragraph 2, must comply with the disclosure obligations set out therein within five trading days of said date; - Model 120A and the instructions in relation to its compilation, contained in Annex 4 replaced by this resolution, are used as from 1 December 2011".

^{^[262]} Article first added by resolution no. 16850 of 1.4.2009 and then amended by resolution no. 17919 of 9.9.2011 in the terms specified in the subsequent notes.

[263] Letter thus amended with resolution no. 17919 of 9.9.2011, which replaces the words: in Annex 4E with the words: in Annex 4C".

[264] Article added by resolution 16850 of 1.4.2009.

[265] Paragraph added by resolution no. 17919 of 9.9.2011.

[266] Paragraph thus amended with resolution no. 17919 of 9.9.2011, which added the words: "or an overall long position".

[267] Paragraph thus amended with resolution no. 17919 of 9.9.2011, which added the words: "or an overall long position".

[268] Paragraph thus amended with resolution no. 17919 of 9.9.2011, which added the words: "or an overall long position".

[269] Article added by resolution 16850 of 1.4.2009.

[270] Article replaced by resolution 16850 of 1.4.2009.

[271] Article first replaced by resolution no. 16850 of 1.4.2009 and then amended by resolution no. 17919 of 9.9.2011 in accordance with the terms of the subsequent note.

[272] Paragraph thus amended with resolution no. 17919 of 9.9.2011, which added the words: "and an overall long position".

[273] Article replaced by resolution 16850 of 1.4.2009.

[274] Article replaced by resolution 16850 of 1.4.2009.

[275] Article first of all added by resolution 14990 of 14.4.2005 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnotes.

[276] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word: “issuer” with the words: “listed issuer”.

[277] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word: “18.3” with the words: “18, subsections 4 and 5”.

[278] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “Articles 121.2 and 121.3” with the words: “Article 121.3”.

[279] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “inter alia by electronic forms of dissemination” with the words: “in accordance with the methods envisaged by Title II, Chapter I”.

[280] Paragraph amended by resolution 16850 of 1.4.2009 which replaced the word: “company” with the word: “issuer”.

[281] Paragraph amended by resolution 16850 of 1.4.2009 which replaced the word: “company” with the words: “same issuer”.

[282] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word: “18.2” with the word: “18.3”.

[283] Subsection amended by resolution 16850 of 1.4.2009 which replaced the word: “companies” with the word: “issuers”.

[284] Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “Article 121.2 ” with the words: “Article 121.3”.

[285] Article replaced by resolution 16850 of 1.4.2009

[286] Article replaced by resolution 16850 of 1.4.2009

[287] Subsection as replaced by resolution 17326 of 13.5.2010.

[288] Subsection as replaced by resolution 17326 of 13.5.2010.

[289] Paragraph first amended by resolutions no. 13086 of 18.4.2001 and no. 13616 of 12.6.2002 and then by resolution no. 17919 of 9.9.2011 which removed the words: ", together with the model established by Annex 4C, drawn up in accordance with the instructions contained in Annex 4D".

[290] Subsection added by resolution 17326 of 13.5.2010.

[291] Paragraph already replaced by resolution no. 13086 of 18.4.2001, then amended by resolutions nos. 13616 of 12.6.2002 and 17326 of 13.5.2010 and finally by resolution no. 17919 of 9.9.2011 which eliminated the phrase: "Where necessary, support is integrated with the model given in Annex 4C, containing the indication of the updated data and drawn up in accordance with the instructions given in Annex 4D".

[292] Article amended by Consob Resolutions nos. 14692 of 11.8.2004 and 14990 of 14.4.2005, and then resolution 16850 of 1.4.2009 under the terms indicated in the following footnotes.

[293] Paragraph amended by Consob Resolution 14990 of 14.4.2005.

[294] Paragraph amended by Consob Resolution 14990 of 14.4.2005.

[295] Subsection as amended by resolution 17326 of 13.5.2010 which removed the expression “and, if already known” from paragraph e).

[296] Subsection as replaced by resolution 17326 of 13.5.2010.

[297] Subsection added by resolution 16850 of 1.4.2009.

[298] Subsection first replaced by resolution 13616 of 12.6.2002 and later amended by resolution 17326 of 13.5.2010 which replaced the words: “ten days” with the words: “five days”.

[299] Subsection as amended by resolution 17326 of 13.5.2010 which replaced the words: “ten days” with the words: “five days”.

[300] Article initially replaced by resolution no. 14692 of 11.08.2004 and then repealed by resolution no. 17592 of 14.12.2010.

[301] Article repealed by resolution no. 17592 of 14.12.2010.

[302] Chapter added by resolution no. 17592 of 14.12.2010.

[303] See note at Chapter III. Point II.1of resolution n. 17592 of 14.12.2010 states: “By way of departure to article 133-bis, subsection 3, until the first shareholder’s annual meeting after entering into force of these provisions, all costs related to requests of identification except that set forth in article 133-bis, subsection 2, are in charge of asking shareholders unless in other way disposed by the Articles of Association under the terms of article 133-bis, subsection 1.

[304] Title amended in this manner by resolution no. 17592 of 14.12.2010.

[305] See note at Title IV.

[306] See note at Title IV.

[307] Letter amended with resolution 17730 of 31 March 2011 which cancelled the phrase: "including through the last intermediary".

[308] Subsection repealed with resolution 17730 of 31 March 2011.

[309] Subsection amended with resolution 17730 of 31 March 2011, which cancelled the phrase: "also through the most recent intermediaries".

[310] Letter modified with resolution 17730 of 31 March 2011 which cancelled the phrase:

"The last intermediaries shall promptly notify the parties to whom solicitation was made of the availability of the changed proxy statement and proxy forms".

[311] See note at Title IV. Point II of resolution 17730 of 31 March 2011 sets forth that: "It becomes effective on the day after its publication in the Official Gazette and also applies to solicitations for voting mandates for which the notice required by article 136 of the issuers' regulation has been published.

[312] See note at Title IV.

[313] Subsection modified with resolution 17730 of 31 March 2011 which cancelled the phrase: "directly or through the last intermediary".

[314] See note at Title IV.

[315] See note at Title IV.

[316] See note at Title IV.

[317] See note at Title IV.

[318] See note at Title IV.

[319] See note at Title IV.

[320] See note at Title IV.

[321] See note at Title IV.

[322] Heading amended by Consob Resolution 15232 of 29.11.2005.

[323] Article first added by resolution 15232 of 29.11.2005 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnote.

[324] Subsection added by Consob Resolution 15232 of 29.11.2005. The provisions apply to listed issuers’ buyback programmes whose approval by the shareholders’ meeting of the companies took place after 1 January 2006. Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “Article 66” with the words: “in Title II, Chapter I”.

[325] Article added by Resolution 15915 of 3.5.2007, then amended by resolutions nos. 16515 of 18.6.2008, 16840 of 19.3.2009, 16850 of 1.4.2009, 17326 of 13.5.2010 and 17592 of 14.12.2010 in the terms indicated in the notes below.

[326] Subsection as replaced by resolution 17326 of 13.5.2010.

[327] Subsection as amended by resolution 17326 of 13.5.2010 which replaced the words: “five hundred million” with the words: “three hundred and seventy-five million”.

[328] Sub-paragraph amended in this manner with resolution no. 17592 of 14.12.2010 that replaced the words: “at least fifteen days before the date set for the shareholders’ meeting” with the words: “by the twenty-fifth day prior to the date of the shareholders’ meeting” and at letter a) the following words were deleted: “and a certification specifying the ownership of said shareholding”.

[329] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[330] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[331] Sub-paragraph added by resolution no. 17592 of 14.12.2010.

[332] Paragraph amended in this manner by resolution no. 17592 of 14.12.2010.

[333] Sentence amended in this manner with resolution no. 17592 of 14.12.2010 that deleted the words: “without delay and in any case”; it replaced the word: “ten” with the word: “twenty-one” and replaced the words: “make…available…administrative and control bodies” with the words: “board of directors and internal control bodies, or at least ten days beforehand for cooperatives, will make available”.

[334] Paragraph amended by resolution 17326 of 13.5.2010.

[335] See footnote to Title V-bis. Subsection amended by resolution 16850 of 1.4.2009 which replaced the words: “in Article 66” with the words: “in Title II, Chapter I”.

[336] Paragraph amended by resolution 17326 of 13.5.2010.

[337] Subsection added by resolution 17326 of 13.5.2010.

[338] Subsection added by resolution 17326 of 13.5.2010.

[339] Article as replaced by resolution 17326 of 13.5.2010.

[340] Article repealed by resolution no. 17592 of 14.12.2010.

[340-bis]. Chapter added by resolution no. 18098 of 8.2.2012.

[341] Paragraph amended by resolution 16840 of 19.3.2009 which included the words “are not classifiable as small companies as per the subsequent paragraph h) and that”. The amendment of paragraph g) shall come into force on the fifteenth day after the publication of resolution 16840 of 19.3.2009 in the Official Gazette.

[342] Point as replaced by resolution 17326 of 13.5.2010.

[343] Paragraph replaced by resolution 16840 of 19.3.2009.

[344] Article amended by resolution no. 16515 of 18/06/2008 which added the words: "administrative or”.

[345] Subsection as replaced by resolution 17326 of 13.5.2010.

[345-bis]. Paragraph thus amended by resolution no. 18079 of 20.1.2012 which added after the words "Model 1" the words "without prejudice to where the office of member of the control body is held in just one issuer".

[346] See footnote to Title V-bis. Resolution 15915 established that the provisions that the members of the control bodies of the issuers shall conform to the provisions set forth in Articles 144-terdecies and 144-quaterdecies, by 30.6.2008. This deadline was later postponed to 30.08.2008 by resolution no. 16515 of 18.6.2008.

[347] Subsection added by resolution 17326 of 13.5.2010.

[348] Subsection added by resolution 17326 of 13.5.2010.

[349] Article as replaced by resolution 17326 of 13.5.2010. Point III of resolution 17326 of 13.5.2010 states that: “On first-time application of the provisions of new articles 144-quaterdecies and 144-quinquiesdecies, in order to fully update information on positions held by each member of the supervisory bodies and allow initial verification of the information received by Consob:

- members of the supervisory bodies shall update the existing company offices and related information, in accordance with instructions provided in Annex 5-bis, by the twentieth day following entry into force of this resolution;

- the public disclosure envisaged in article 144-quinquiesdecies shall be issued by Consob by thirtieth day following entry into force of this resolution."

[349-bis]. Paragraph added by resolution no. 18079 of 20.1.2012.

[350] Article as replaced by resolution 17326 of 13.5.2010. Point III of resolution 17326 of 13.5.2010 states that: “On first-time application of the provisions of new articles 144-quaterdecies and 144-quinquiesdecies, in order to fully update information on positions held by each member of the supervisory bodies and allow initial verification of the information received by Consob:

- the public disclosure envisaged in article 144-quinquiesdecies shall be issued by Consob by thirtieth day following entry into force of this resolution."

[351] Chapter amended by Resolution 15915 of 3.5.2007.

[352] See footnote to Title VI, Chapter I. Resolution 15915 of 3.5.2007 established that the controlling companies and the companies subject to joint control, referred to in Article 165-bis of the Consolidated Law, shall conform within six months to the regulatory provisions set forth in Article 147-bis, relating to the conferment of the engagement for the audit of the financial statements for the financial year starting 1.1.2007.

[353] See footnote to Title VI, Chapter I. Resolution 15915 of 3.5.2007 established that companies that conferred the audit engagement shall publish the fees pursuant to Article 149 duodecies at the time of the financial statements for the year starting after the date of 30.6.2006.

[354] Chapter amended by Resolution 15960 of 30.5.2007.

[355] Title added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[356] Article first added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006 and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnote.

[357] Subsection replaced by resolution 16850 of 1.4.2009.

[358] Article added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[359] Article added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[360] Article added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[361] Article added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[362] See note to subsection 1 of Article 65.

[363] Article added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006.

[363-bis] Subsection replaced by resolution 18079 of 20.1.2012.
[364] Article first added by Consob Resolution 15232 of 29.11.2005; in force from 1 April 2006, and then amended by resolution 16850 of 1.4.2009 under the terms indicated in the following footnote.

[365] Subsection replaced by resolution 16850 of 1.4.2009.

[366] Subsection replaced by resolution 16850 of 1.4.2009.

[367] Subsection replaced by resolution 16850 of 1.4.2009.

[368] Article first added by resolution 13086 of 18.4.2001 and later repealed by resolution 16850 of 1.4.2009.

[369] Article first added by Resolution 12745 of 6.4.2000 (the previous wording of Article 81, subsection 10, was as follows: «Amounts in figures shall be stated in thousands or millions of Italian lire or thousands or millions of euro»), later repealed by Resolution 15520 of 27.7.2006.

[370] Paragraph added by Consob Resolution 15232 of 29.11.2005.

[371] Paragraph added by Consob Resolution 15520 of 27.7.2006.

[372] Paragraph added by Consob Resolution 12745 of 6.4.2000.

[373] Paragraph first added by Resolution 16840 of 19.3.2009 and later replaced by resolution 17326 of 13.5.2010.

[374] Paragraph added by Consob Resolution 17326 of 13.5.2010.

[375] Paragraph added by Consob Resolution 14990 of 14.4.2005.

[376] Paragraph added by Consob Resolution 15232 of 29.11.2005.

[377] Paragraph added by Consob Resolution 14990 of 14.4.2005.

[378] Paragraph added by Consob Resolution 15232 of 29.11.2005.

[379] Subsection as replaced by resolution 12745 of 6.4.2000.