Resolution No. 19827 of 21/12/2016

Determination of the amount of the contribution payable, under the terms of art. 40 of Italian Law no. 724/1994, for financial year 2017

CONSOB [NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

IN ACCORDANCE WITH Italian Law no. 216 of 07 June 1974, as amended;

IN ACCORDANCE WITH art. 40 Italian Law no. 724 of 23 December 1994 as amended, in which it is stated, among other things, that CONSOB, for the purposes of financing itself, shall determine in each year the amount of the contributions due to it by the subjects supervised by it and that in determining the said contributions it should adopt parametrisation criteria that take account of the costs deriving from all the activities performed in relation to each category of subjects;

IN ACCORDANCE WITH its own resolutions no. 19460 and no. 19461 of 16 December 2015 containing the determination, under the terms of the aforementioned art. 40, respectively, of the subjects obliged to contribute for financial year 2016 and of the amount of the contribution for the same financial year;

IN ACCORDANCE WITH its own resolution no. 19826 of 21 December 2016 with which it identified, for financial year 2017, the subjects obliged to contribute;

GIVEN the need to establish, for financial year 2017, the amount of the contribution payable by the subjects identified in the aforesaid resolution no. 19826 of 21 December 2016;

HEREBY RESOLVES:

Article 1
Amount of the contribution

1. The contribution payable, for financial year 2017, by the subjects indicated in art. 1 of resolution no. 19826 of 21 December 2016 is determined as follows:

Regulatory reference (resolution no. 19826/2016)	Subjects obliged to contribute	Amount of the contribution
Art. 1, lett. a)	Investment firms registered in the Roll (including trust companies) authorised to provide investment services and activities	As per paragraph 2 below, point 2/1
Art. 1, lett. b)	EU investment firms with a branch in Italy and non-EU investment firms with or without a branch, authorised to provide investment services and activities	As per paragraph 2 below, point 2/2
Art. 1, lett. c)	Italian Banks and Poste Italiane BancoPosta Services Division, EU Banks with a branch in Italy, non-EU Banks, with or without a branch in Italy authorised to provide investment services and activities	As per paragraph 2 below, point 2/1
Art. 1, lett. d)	Asset management companies, EU management companies with a branch in Italy, managers of EU AIFs with a branch in Italy, authorised to provide a portfolio management service and/or an advisory service on the subject of investments and/or an order reception and transmission service	As per paragraph 2 below, point 2/2
Art. 1, lett. e)	Financial brokers pursuant to art. 107, paragraph 1, of Italian Legislative Decree no. 385/1993	As per paragraph 2 below, point 2/2
Art. 1, lett. f)	Stockbrokers registered, at the date of 02 January 2017 on the Special List pursuant to art. 201, paragraph 5, of Italian Legislative Decree no. 58/1998	€ 89.00 pro-capite
Art. 1, lett. g)	Asset management companies, SICAVs, SICAFs, Collective Investment Undertakings	As per paragraph 3 below,
Art. 1, lett. h)	Insurance Companies authorised at the date of 02 January 2017 to offer life assurance classes III and/or V pursuant to art. 2, paragraph 1, of Italian Legislative Decree no. 209/2005	€ 6,350.00 pro-capite
Art. 1, lett. i)	Financial advisers registered in the Roll at the date of 02 January 2017	€ 100.00 pro-capite
Art. 1, lett. j), point j1)	Italian issuers with financial instruments admitted to trading on Italian regulated markets	As per paragraph 4 below, point 4/1
Art. 1, lett. j), point j2)	Issuers having Italy as their home Member State with financial instruments admitted to trading on EU regulated markets	As per paragraph 4 below, point 4/1
Art. 1, lett. j), point j1)	Foreign issuers with financial instruments admitted to trading on Italian regulated markets	As per paragraph 4 below, point 4/2
Art. 1. lett. k)	Issuers which have requested or have had authorised trading in multilateral facilities managed by Banks, investment firms or Managers of Italian regulated markets, supervised under the terms of regulation (EU) no. 596/2014;	As per paragraph 5 below
Art. 1, lett. l)	Issuers of widely-distributed financial instruments pursuant to art. 116 of Italian Legislative Decree no. 58/1998 which at the date of 02 January 2017 are in possession of the requisites for registration on the specific List, pursuant to art. 108, paragraph 5, of CONSOB regulation no. 11971/1999;	€ 14,305.00 pro-capite
Art. 1, lett. m)	Subjects that carry out public offerings, other than those indicated in art. 1, lett. g) and h)	As per paragraphs 6 and 7 below
Art. 1, lett. n)	Auditing firms and statutory auditors	As per paragraph 8 below
Art. 1, lett. o)	Borsa Italiana S.p.A.	€ 3,915,550.00
Art. 1, lett. p)	MTS S.p.A.	€ 410,010.00
Art. 1, lett. q)	Monte Titoli S.p.A.	€ 698,200.00
Art. 1, lett. r)	Cassa di Compensazione e Garanzia S.p.A.	€ 478,230.00
Art. 1, lett. s)	Investment firms, banks and regulated market management companies authorised, at the date of 02 January 2017, to carry on the business of managing multilateral trading facilities	As per paragraph 9 below
Art. 1, lett. t)	Systematic internalisers registered in the specific CONSOB list	As per paragraph 10 below
Art. 1, lett. u)	Managers of foreign (non-EU) regulated markets requesting recognition pursuant to art. 67, paragraph 2, of Italian Legislative Decree no. 58/1998	€ 24,950.00 pro-capite
Art. 1, lett. v)	Managers of portals for collecting risk capital registered, as of 02 January 2017 in the ordinary section and in the special section of the register, pursuant to art. 50 quinquies, paragraph 2, of Italian Legislative Decree no. 58/1998	Fixed fee of € 1,495.00 plus € 1,875.00 for subjects that at the date of 02 January 2017 have begun doing business
Art.1, lett. w)	Managers of regulated information distribution services (RIDS) and managers of storage mechanisms	As per paragraph 11 below
Art. 1, lett. x)	Board of Financial Advisers	€ 375,710.00

2. The contribution payable by the subjects pursuant to art.1, letters a), b), c), d) and e) of resolution no. 19826 of 21 December 2016 is calculated as follows:

2/1 for the subjects pursuant to letters a) and c) it is calculated as an amount of € 3,470.00 plus, for Italian Banks, Poste Italiane - BancoPosta Division, EU Banks with a branch in Italy and non-EU Banks with or without a branch in Italy, of 2.61% of revenues from investment services, for brokerage companies of 0.38% of revenues from investment services. The data related to revenues from investment services at 31 December 2015 referred to financial statements for periods ended during 2016, are taken from the supervisory reports prepared under the terms of Bank of Italy Circular no. 272 of 30 July 2008 for Banks and under the terms of Bank of Italy Circular no. 148 of 02 July 1991 for brokerage companies. In particular the pertinent sub-items of item 40924 will be considered for Banks and of item 43962 for brokerage firms. The maximum amount of the contribution for each intermediary is € 121,200.00;

2/2 for the subjects pursuant to letters b), d) and e) it is calculated with reference to the number of investment services/activities authorised at the date of 02 January 2017 [excluding the activity of managing multilateral trading facilities pursuant to art. 1, paragraph 5, lett. g), of Italian Legislative Decree no. 58/1998] as follows:

a) one investment service/activity: € 3,470.00;

b) two investment services/activities: € 12,280.00;

c) three investment services/activities: € 22,250.00;

d) four investment services/activities: € 30,090.00;

e) five investment services/activities: € 37,930.00;

f) six investment services/activities: € 49,700.00.

3. The contribution payable by the subjects pursuant to art.1, letter g) of resolution no. 19826 of 21 December 2016 is calculated as follows:

Fixed fee of € 4,000.00, for subjects authorised for collective management plus:

a) for subjects that offer to the public their units or shares following the filing of a prospectus of an amount of € 2,000.00 for each fund, or, where provided for, for each segment for which at the date of 02 January 2017 public offering is in progress (retail funds). Two funds/segments are excluded from the calculation of the supplement. Also excluded from the calculation are listed funds/segments, or those with one or more classes listed;

b) for subjects for which the offering was closed in previous years and there are subscribers resident in Italy at the date of 02 January 2017 (so-called “window” funds) of € 1,410.00 for each fund or, where envisaged, for each segment;

c) for subjects that market units or shares of reserved AIFs following the completion in the previous year of a marketing procedure under the terms of art. 43 of Italian Legislative Decree no. 58/1998 of € 1,820.00 for each fund or, where envisaged, for each segment managed (reserved AIFs).

4. The contribution payable by subjects pursuant to art. 1, lett. j), of resolution no. 19826 of 21 December 2016 is calculated with reference to the financial instruments listed or admitted to trading at the date of 02 January 2017, as follows:

4/1 for Italian issuers pursuant to letters j1) and j2):

a) the amount of the contribution for the shares is a fixed fee of € 16,280.00 up to € 10,000,000 of share capital, plus € 152.43 for every € 500,000 more than € 10,000,000 and up to € 100,000,000 of share capital, plus € 122.55 for every € 500,000 more than € 100,000,000 of share capital. For fractions of € 500,000 the related tariff is applied proportionally. Starting from the year 2014 there is an exemption for the shares of companies admitted to listing on Italian regulated markets, whose average market capitalisation in the period running between the start of trading and the last stock market trading day of the year previous to that of reference was less than 500 million euro.

The exemption applies for the first three years starting from the year of admission to listing.

b) the amount of the contribution for bonds is a fixed fee of € 16,280.00 for each category of instruments listed;

c) the amount of the contribution for bonds guaranteed by the Italian State issued under the terms of art. 8 of Italian Law Decree no. 201 of 06 December 2011 is a fixed fee of € 4,625.00 for each category of listed instruments;

d) the amount of the contribution for warrants is a fixed fee of € 16,280.00 for each category of listed instruments;

e) the amount of the contribution for covered warrants, for certificates, for exchange-traded commodities and for exchange-traded notes is a fixed fee of € 2,240.00 for each category of listed instruments;

f) the amount of the contribution for units and shares of mutual investment funds, exchange-traded funds, active exchange-traded funds and SICAVs issued by Italian companies is a fixed fee of € 2,350.00 for each listed class; for issuers that offer to the public units or shares of funds or segments, two of the listed classes are excluded from the calculation of the contribution.

The maximum amount of the contribution for each issuer is € 504,000.00.

4/2 for foreign issuers pursuant to letter j1):

a) the amount of the contribution for shares, bonds and warrants issued is a fixed fee of € 16,280.00 for each category of listed financial instrument;

b) the amount of the contribution for covered warrants, for certificates, for exchange-traded commodities and for exchange-traded notes is a fixed fee of € 2,240.00 for each category of listed instruments;

c) the amount of the contribution for units and shares of mutual investment funds, exchange-traded funds, active exchange-traded funds and SICAVs is a fixed fee of € 2,350.00 for each listed class; for issuers that offer to the public units or shares of funds or segments, two of the listed classes are excluded from the calculation of the contribution.

The maximum amount of the contribution for each issuer is € 504,000.00.

5. The contribution payable by subjects pursuant to art. 1, letter k), of resolution no. 19826 of 21 December 2016 is calculated with reference to the financial instruments admitted to trading at the date of 02 January 2017, as follows:

5/1 for shares and equity securities, it is a fixed fee of € 2,500.00 for each instrument traded;

5/2 for instruments other than shares and equity securities, it is a fixed fee of € 320.00 for each instrument traded.

6. The contribution payable by subjects pursuant to art. 1, letter m), of resolution no. 19826 of 21 December 2016 is calculated as follows:

6/1 offers pursuant to letter m1) of resolution no. 19826 of 21 December 2016: public offering of subscription and sale and/or admission to listing of financial instruments, or public offering of purchase or exchange for which the related administrative proceeding concerning the prospectus – single or tripartite – or the base prospectus or the offer document, has lapsed in the period between 02 January 2016 and 01 January 2017, it is a fixed fee of € 2,900.00;

6/2 offers pursuant to letter m2) of resolution no. 19826 of 21 December 2016: public offering of subscription and sale and public offering of purchase and/or exchange for which, following the approval the prospectus – single or tripartite – or the base prospectus or the offer document, the proponent subject has not completed the public offering, it is a fixed fee of € 5,800.00;

6/3 offers pursuant to letter m3) of resolution no. 19826 of 21 December 2016:

a) public offerings of subscription and sale concerning financial products that entail spot settlement determined with reference to one or more underlying financial assets such as covered warrants or certificates, it is a fixed fee of € 6,845.00 for each prospectus – single or tripartite – or base prospectus approved, plus € 700.00 for each public offering completed regarding each separately identified product (offer of a single tranche meaning by this a single series of securities, separately identified, distinguished by a different pre-established theoretical value) issued following an approved prospectus or definitive conditions referred to an approved base prospectus;

b) public offerings concerning warrants for the purchase or subscription of financial products it is, for each offering, a fixed fee of € 6,845.00 plus in the case of offering for a total amount of more than € 500,000, 1.39904% of the total exceeding this amount. The maximum amount of the contribution is € 3,000,000.00 for each offering;

c) public offerings concerning instruments other than equity securities issued in a continuous or repeated manner by banks pursuant to art. 34-ter, paragraph 4, of CONSOB regulation no. 11971/1999, it is a fixed fee of € 1,075.00 for each offering completed;

d) public offerings of subscription and sale of financial products, for other public offerings of purchase and/or exchange it is, for each public offering completed, a fixed fee of € 6,845.00 plus, in the case of an offering for a total amount of more than € 13,000,000, 0.05115% of the total exceeding this amount. The maximum amount of the contribution is € 3,000,000.00 for each offering completed.

6/4 offers pursuant to letter m4) of resolution no. 19826 of 21 December 2016: admission to trading on regulated markets of community financial instruments, preceded by the publication of a listing prospectus (or base prospectus) it is, for each admission operation not combined with a previous or simultaneous offer to the public, a fixed fee of € 6,845.00 for each listing prospectus or for each definitive listing condition;

6/5 offers pursuant to letter m5) of resolution no. 19826 of 21 December 2016: admission to trading of community financial instruments deriving from business combinations (mergers or demergers), preceded by the issue of a judgement of equivalence, it is, for each admission operation a fixed fee of € 4,500.00.

7. For the purposes of calculating the contribution referred to the offerings pursuant to point 6/3, letter d), the total amount of the offering is understood as the total amount of the public offering in Italy. This total amount determined with reference to the definitive offer price of the financial product indicated in the prospectus or in the offer document and to the quantity effectively placed or purchased. For exchange tender offers the total amount of the operation consists of the value of the securities effectively purchased. For offers regarding commercial paper or other financial products issued on the basis of annual issue programmes, the contribution is calculated on the total amount effectively placed and in any case within the limits of the total amount provided for in the issue programme and indicated in the prospectus or information document. Starting from the year 2014 public offering operations aimed at admission to listing on the Italian regulated markets pursuant to the previous paragraphs are exempted from payment of the annual contribution if the following conditions are fulfilled: turnover, on the basis of the approved financial statements related to the last fiscal year represented in the prospectus, of less than 300 million euro; public subscription offering of at least 30% of the total placed.

8. The contribution payable by the subjects pursuant to art. 1, lett. n), of resolution 19826 of 21 December 2016 is determined as 10.13% of the amount of revenues from fees for independent auditing appointments on the separate and consolidated financial statements, conferred under the terms of the provisions contained in Part IV, Title III, Chapter II, Section VI, of Italian Legislative Decree no. 58/1998 and of arts 16, paragraph 1 and 43, paragraph 2 of Italian Legislative Decree no. 39/2010 according to the legislation in force prior to Italian Legislative Decree no. 135/2016.

9. The contribution payable by subjects pursuant to art. 1, lett. s), of resolution no. 19826 of 21 December 2016 is calculated with reference to all the financial instruments traded as follows:

a) Up to 100 financial instruments traded: € 23,865.00;

b) from 101 to 1,000 financial instruments traded: € 58,208.00;

c) from 1,001 to 3,000 financial instruments traded: € 87,780.00;

d) from 3,001 to 5,000 financial instruments traded: € 117,880.00;

e) More than 5,001 financial instruments traded: € 154,845.00.

10. The contribution payable by subjects pursuant to art. 1, lett. t), of resolution no. 19826 of 21 December 2016 is calculated with reference to all the financial instruments traded as follows:

a) Up to 100 financial instruments traded: € 9,900.00;

b) from 101 to 200 financial instruments traded: € 16,900.00;

c) from 201 to 400 financial instruments traded: € 23,200.00;

d) More than 401 financial instruments traded: € 29,800.00.

11. The contribution payable by subjects pursuant to art. 1, lett. w), of resolution no. 19826 of 21 December 2016 is a fixed fee of € 2,145.00 chargeable to all subjects registered in the specific list held by CONSOB, plus a variable amount related to the number of issuers that have subscribed to each distribution and storage service at the date of 02 January 2017 as follows:

a) from 1 to 100 issuers subscribed to the service: € 6,600.00;

b) from 101 to 200 issuers subscribed to the service: € 8,800.00;

c) More than 201 issuers subscribed to the service: € 11,000.00.

Article 2
Final provisions

1. The present measure will be published, as well as in CONSOB’s Newsletter, in the Official Journal of the Republic.

THE CHAIRPERSON
Giuseppe Vegas