FAQ ON OWNERSHIP STRUCTURES

1.	Disclosure in the capacity of agent intermediary - art. 118, subsection 1, letter c of Regulation 11971/99, as amended and integrated (Regulation)
	1.1	What must the issuer investee company do to make sure that an agent intermediary votes according to the principal intermediary's instructions at the shareholders' meeting, and therefore is not obliged to make the disclosure?
	1.2	What procedures must the agent intermediary follow in filling in a unified tax return form?
	1.3	Can only one disclosure of the agent intermediary replace four of them (of the agent intermediary of post-shareholders’ meeting overrun and return, of the principal intermediary of post-shareholders’ meeting of return and again overrun)?
	1.4	For the proxy form, can reference be made to the form attached to the joint Bank of Italy - Consob measure of 22 February 2008?
2.	Exemption regarding voting rights pertaining to the shares held in the trading book – art. 119-bis, subsection 4, of the Regulation
	2.1	In which form must the credit institution or investment firm ensure "that the voting rights pertaining to shares held in the trading book are not exercised or otherwise used"?
3.	Aggregation criteria for managed investments – art. 119-ter of the Regulation
	3.1	When does the "without delay" term start for the party controlling one or more management companies or authorised persons on the list given under subsection 4 to transmit to Consob?
	3.2	What does the term "continuously updated" list mean?
4.	Terms for disclosure – art. 121 of the Regulation
	4.1	Considering that the new article 121, subsection 1, of the Regulation requires that the disclosure be made "without delay, and in any case within five days of trading, starting from the day of the transaction giving rise [...]" whereas the old article 121, subsection 1, required that the disclosure be made "within five market-opening days from the transaction giving rise [...]", has the dies a quo changed for the five-day term for making the disclosure? What does "without delay" mean?
	4.2	Since if the agent intermediary goes beyond the threshold, the effectiveness of said overrun is actually the date of the shareholders' meeting, the term of disclosure expires after the shareholders' meeting. Must the issuer assert suspension of the vote if disclosure is not made (art. 120, subsection 5, Legislative Decree 58/98) or, since it is an overrun for the sole purpose of attending the shareholders' meeting, suspension of the vote does not apply?
5.	Potential holdings – art. 119 of the Regulation
	5.1	If an option call is subscribed and at the same time a put option for the same quantity of underlying shares is subscribed, are they compensated?
	5.2	Is there a list of financial instruments that must be disclosed?
	5.3	What is the difference between the Italian provision regarding potential holdings and art. 13 of Directive 2004/109/EC (Transparency Directive)?

1. Disclosure in the capacity of agent intermediary (art. 118, subsection 1, letter c)

1.1 The Regulation (like the Transparency Directive) does not require any explicit statement to be provided by the agent intermediary regarding discretion or not in exercising the voting right. Therefore, evaluation regarding the possibility to discretionarily exercise the vote with reference to the holding received by proxy, and the resulting obligation to disclose pursuant to art. 118, subsection 1, letter c) of the Regulation, is the sole responsibility of the agent intermediary – and part of the internal relationship between the principal intermediary and the agent intermediary. Consob still has the possibility to make all verifications (even after the shareholders’ meeting is adjourned) that the agent intermediary has properly executed the rule.

1.2 The agent intermediary must indicate the date when the authorisation is received as the transaction date on the tax return; the five days of trading start from that date since it is the date of the transaction that gives rise to such obligation. The line regarding the share ownership, "exercise of voting rights by way of contractual obligations", must be filled in. In the space "Any comments", it must be stated that the vote is exercised in the capacity of agent intermediary. The date of call of the relevant shareholders' meeting and that the possibility of exercising the voting rights will cease following adjournment of the shareholders' meeting must be indicated. Another disclosure indicating the loss of effectiveness of the authorisation will therefore be unnecessary after adjournment of the shareholders' meeting.

1.3 The obligation for the principal intermediary to disclose granting the authorisation will arise only if owing to said transaction his holding falls beneath a significant threshold in terms of voting rights. In this case, the principal intermediary is required to make a disclosure with the same procedures and with the same terms described for the disclosure to be made by the agent intermediary.

1.4 The regulation on issuers does not require that any pre-defined authorisation form be used.

2. Exemption regarding voting rights pertaining to the shares held in the trading book (art. 119-bis, subsection 4)

2.1 In order to use the exemption regarding voting rights pertaining to shares held in the trading book by a credit institution or investment firm pursuant to art. 119-bis, subsection 4, of the Regulation, the Transparency Directive does not demand any formal execution of the party planning to use the exemption. Therefore, it is the sole responsibility of the credit institution and investment firm to initiate all expedients, even by way of special internal procedures, that ensure that "the voting rights pertaining to the shares held in the trading book not be exercised or otherwise used to intervene in the issuer's management" (art. 119-bis, subsection 4, second indent).

3. Aggregation criteria for managed investments (art. 119-ter)

3.1 The list of management companies and authorised parties controlled by the controlling party that plans to not aggregate its holdings in capital of a listed issuer with those managed by the above-stated parties may be sent at any time starting from the moment the controlling party plans to make use of said right. The rule under subsection 4 in fact requires that the list be furnished "in order to apply subsections 1 and 2" and therefore, the purpose of sending the above-stated list is to use said particular aggregation principle.

3.2 The above-stated list must be updated on an ongoing basis (see art. 10, par. 2, last paragraph of Directive 2007/14/EC, second level) if there is a change of parties belonging to the list.

4. Disclosure terms (art. 121)

4.1 With the new wording of art. 121, subsection 1, there was no intention to change the dies a quo from which the five-day trading term starts for making the disclosure, which remains that of the transaction giving rise to such obligation. Therefore, in observance of the general principles regarding commencement of the term for execution and in continuity with the former regulations, said day is not calculated in the five-day count (whereas the fifth day is always calculated). The term "without delay" added, as already pointed out in the document on the results of the consultation published on 6 April 2009, as it is explicitly required in art. 12, par. 2, of the Transparency Directive, is the minimum term for execution, which as previously stated is to be done within the maximum term of five days. The only term relevant for enforcement purposes is that of the fifth day, and "without delay" indicates that it is advisable to bring forward the disclosure with respect to the fifth day if there is any possibility to do so, even though said provision is not subject to sanction.

4.2 If the five-day term expires after the date scheduled for the shareholders’ meeting, the disclosure is in any case due on said date in order to be able to exercise voting rights. In the event the agent intermediary has been unable to make the disclosure beforehand, he may deliver form 120 A to the issuer at the shareholders’ meeting, sending a copy of it to Consob at the same time. Art. 120, subsection 5 of Legislative Decree 58/98 is applied should the obligatory disclosure not be made.

5. Potential holdings

5.1 The potential holdings being purchased and the potential holdings being sold must no longer be compensated, and therefore if two instruments of opposite sign are subscribed on the same amount of shares, the percentage of shares underlying the instruments that can be purchased or sold must be declared separately.

5.2 A list of financial instruments relevant for the purpose of calculating potential holdings to be declared has not been included in the Regulation. Instead, the rule containing the definitions (art. 116-terdecies) under letters d1) and d2) refer to the characteristics that the financial instruments must have in order to be considered relevant for the matter in question. To be relevant, the instruments must give the holder, upon his exclusive initiative by virtue of a binding agreement, the unconditioned right, or in any case the right, to purchase or sell the underlying shares, and as long as the instrument contemplates physical delivery.

5.3 Art. 119 of the Regulation differs from art. 13 of the Transparency Directive in so far as it sets forth an obligation to also disclose potential "purchases", which the Directive does not require.