Resolution no. 20233 of 20 December 2017

Determination of the amount of the contribution payable pursuant to art. 40 of law no. 724/1994, for the financial year 2018

LA COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA
[THE NATIONAL COMMISSION FOR COMPANIES AND THE STOCK EXCHANGE]

Having regard to Law no. 216 of June 7, 1974, and subsequent amendments and additions;

Having regard to Art. 40 of Law no. 724 of December 23, 1994, and subsequent amendments and additions, which inter alia requires CONSOB to determine on a yearly basis the amount of contributions payable to it by the subjects supervised by it, for the purposes of its own financing, and that in determining the said contributions it should adopt parameterisation criteria that take account of the costs deriving from all the activities performed in relation to each category of subjects;

Having regard to CONSOB’s Resolutions no. 19826 and no. 19827 of December 21, 2016, on determination of the subjects obliged to contribute for financial year 2017 and the amount of contributions for the same financial year respectively, pursuant to the said Art. 40;

Having regard to CONSOB’s Resolution no. 20232 of December 20, 2017, identifying the subjects obliged to the said contribution;

Considering the need to determine the amount of the contribution payable for the financial year 2018 by the subjects identified by CONSOB’s Resolution no, 20232 of December 20, 2017;

HEREBY RESOLVES:

Article 1
Amount of the contribution

1. The contribution payable for the financial year 2018 from subjects indicated in Art. 1 of CONSOB’s Resolution no. 20232 of December 20, 2017, is determined as follows:

Regulatory references (CONSOB’s Resolution no. 20232/2017)	Subjects obliged to contribute	Amount of the contribution
Art. 1, letter a)	Investment firms (SIMs) entered in the register (including trust companies) authorised to provide investment services and activities	Pursuant to paragraph 2 below
Art. 1, letter b)	EU investment firms with branches in Italy and non-EU investment firms with or without branches in Italy, authorised to provide investment services and activities	Pursuant to paragraph 3 below
Art. 1, letter c)	Italian banks, Poste Italian company - BancoPosta Services Division with branches in Italy, and non-EU banks with or without branches in Italy authorised to provide investment services and activities	Pursuant to paragraph 4 below
Art. 1, letter d)	Asset management companies authorised to provide portfolio management services and/or investment advice services and/or order reception and transmission services	Pursuant to paragraph 5 below
	EU management companies with branches in Italy and EU AIF managers with branches in Italy authorised to provide portfolio management services/ investment advice services and/or order transmission and reception services	Pursuant to paragraph 3 below
Art. 1, letter e)	Financial intermediaries referred to in Art. 106, para. 1 of Legislative Decree no. 385/1993	Pursuant to paragraph 3 below
Art. 1, letter f)	Stockbrokers entered, as of January 3, 2018, in the special register provided for by Art. 201, para. 5. of Legislative Decree no. 58/1998	€ 100.00 per capita
Art. 1, letter g)	Asset management companies, SICAVs, SICAFs, collective investment undertakings	Pursuant to paragraph 6 below
Art. 1, letter h)	Italian and foreign insurance companies that operate in the Italian Republic under the right of establishment or freedom to provide investment services and offer the financial products referred to in Art. 1, para. 1, letter w-bis) of Legislative Decree no. 58/1998	€ 11,295.00 per capita
Art. 1, letter i)	Financial advisors qualified for door-to-door selling entered, as of January 3, 2018, in the specific section of the relevant register	€ 100.00 per capita
Art. 1, letter j), point j1)	Italian issuers with financial instruments admitted to trading in Italian regulated markets	Pursuant to paragraph 7 below
Art. 1, letter j), point j2)	Issuers with financial instruments admitted to trading in EU regulated markets (other than Italian markets) that have Italy as their home Member State	Pursuant to paragraph 7 below
Art. 1, letter j), point j1)	Foreign issuers with financial instruments admitted to trading in Italian regulated markets	Pursuant to paragraph 7 below
Art. 1, letter k)	Issuers that have applied for or have authorised trading in Multilateral Trading Facilities managed by banks, investment firms (SIMs) or operators of Italian regulated markets subject to supervision pursuant to Regulation (EU) no. 596/2014	Pursuant to paragraph 8 below
Art. 1, letter l)	Issuers of financial instruments widely distributed among the public referred to in Art. 116 of Legislative Decree no. 58/1998 that, as of January 3, 2018, met the requirements for registration in the special register provided for by Art. 108, paragraph 5 of CONSOB’s Regulation no. 11971/1999	€ 16,460.00 per capita
Art. 1, letter m),	Subjects other than those specified under Art. 1 letter g) and h) that carry out public offerings	Pursuant to paragraphs 9 and 10 below
Art. 1, letter n)	Auditing firms and statutory auditors	Pursuant to paragraph 11 below
Art. 1, letter o)	Borsa Italiana S.p.A.	€ 4,652,720.00
Art. 1, letter p)	MTS S.p.A.	€ 480,520.00
Art. 1, letter q)	Monte Titoli S.p.A.	€ 822,015.00
Art. 1, letter r)	Cassa di Compensazione e Garanzia S.p.A.	€ 563,670.00
Art. 1, letter s)	Investment firms (SIMs), banks and regulated market management companies authorised, as of January 3, 2018, to manage Multilateral Trading Facilities and Organised Trading Facilities.	Pursuant to paragraph 12 below
Art. 1, letter t)	Systematic internalisers registered in the specific CONSOB list	Pursuant to paragraph 13 below
Art. 1, letter u)	Operators of foreign regulated markets applying for recognition pursuant to Art. 70, para. 1 of Legislative Decree no. 58/1998	€ 26,845.00 per capita
Art. 1, letter v)	Managers of crowdfunding portals for small-and medium-sized enterprises entered, as of January 3, 2018, in the ordinary section and special section of the register referred to in Art. 50-quinquies, para. 2 of Legislative Decree no. 58/1998;	Fixed fee of € 2,150.00 plus € 2,700.00 for subjects that had already started their business as of January 3, 2018
Art. 1, letter w)	Managers of regulated information disclosure services and managers of storage devices	Pursuant to paragraph 14 below
Art. 1, letter x)	Data communication service providers entered, as of January 3, 2018, in the register provided for by Art. 79-bis, para. 4. of Legislative Decree no. 58/1998	€ 5,000.00 per capita
Art. 1, letter y)	Body of financial Advisors	€ 516,400.00

2. The contribution payable by the subjects referred to in Art. 1 letter a) of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated as € 4,165.00 increased by 0.49% of the revenues from investment services. Data on revenues from investment services as of December 31, 2016, referring to the financial statement periods ended in 2017, will be taken from the supervisory reports prepared pursuant to Bank of Italy’s Circular no. 148 of July 2, 1991. In particular, relevant sub-items of item master 43962 shall be taken into account. The maximum amount of the contribution is correlated with the volume of revenues from investment services with the following contribution ceilings:

- for revenues up to € 50,000,000. € 120,000.00;

- for revenues over € 50,000,000 and up to € 100,000,000: € 140,000.00;

- for revenues over € 100,000,000: € 160,000.00.

3. The contribution payable by the subjects referred to in letters b), d) [except asset management companies with registered offices in Italy] and e) is calculated with reference to the number of investment services/activities authorised as of January 3, 2018 [except the management of Multilateral Trading Facilities and the management of Organised Trading Facilities referred to in Art. 1, para. 5, letter g) and g-bis of Legislative Decree no. 58/1998], in the following amounts:

a) one investment service/activity: € 4,165.00;

b) two investment services/activities: € 14,735.00;

c) three investment services/activities: € 26,700.00;

d) four investment services/activities: € 36,110.00;

e) five investment services/activities: € 45,515.00;

f) six investment services/activities: € 59,640.00

4. The contribution payable by the subjects referred to in Art. 1, letter c), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated as € 4,165.00 increased by 3.39% of the revenues from investment services. Data on revenues from investment services as of December 31, 2016, referring to the financial statement periods ended in 2017, will be taken from the supervisory reports prepared pursuant to Bank of Italy’s Circular no. 272 of July 30, 2008. In particular, relevant sub-items of item master 40924 shall be taken into account. The maximum amount of the contribution is correlated with the volume of revenues from investment services with the following contribution ceilings:

- for revenues up to 10,000,000. € 120,000.00;

- for revenues over € 10,000,000 and up to € 20,000,000: € 140,000.00;

- for revenues over € 20,000,000 and up to € 50,000,000: € 160,000.00;

- for revenues over € 50,000,000 and up to € 100,000,000: € 180,000.00;

- for revenues over € 100,000,000 and up to € 500,000,000: € 200,000.00;

- for revenues over € 500,000.00: € 220,000.00.

5. The contribution payable by the subjects referred to in letter d) of CONSOB’s Resolution no. 20232 of December 20, 2017, limited to asset management companies with registered offices in Italy, is calculated as € 4,165.00 increased by 0.49% of the revenues from investment services. Data on revenues from investment services as of December 31, 2016, referring to the financial statement periods ended in 2017, will be taken from the supervisory reports prepared pursuant to Bank of Italy’s Circular no. 189 of October 21, 1993. In particular, relevant sub-items of item masters 50984 and 50988 shall be taken into account. The maximum amount of the contribution is correlated with the volume of revenues from investment services with the following contribution ceilings:

- for revenues up to 50,000,000: € 120,000.00;

- for revenues over € 50,000,000 and up to € 100,000,000: € 140,000.00;

- for revenues over € 100,000,000. € 160,000.00.

6. The payable by the subjects referred to in Art. 1, letter g), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated as follows:

Fixed fee of € 4,800.00 for subjects authorised for collective management, to be increased as follows:

a) for subjects offering to the public their units or shares following the filing of an informative prospectus, the said fixed fee shall be increased by € 2,400.00 for each fund or for each sub-fund (if any) for which public offering (retail funds) is in progress as of January 3, 2018. Two funds/sub-funds are excluded from the calculation of the said increase, which also excludes listed funds/sub-funds and/or those with one or more classes listed;

b) for the subjects for which an offering was closed in previous years and there are subscribers resident in Italy as of January 3, 2018 (the so-called ‘window’ funds), the said fixed fee shall be increased by € 1,692.00 for each fund or for each sub-fund (if any);

c) for subjects that following completion in the previous year of a marketing procedure under Art. 43 of Italian Legislative Decree no. 58/1998, market reserved AIFs units or shares, the said fixed fee shall be increased by € 2,184.00 for each fund or, if any, for each sub-fund managed (reserved AIFs);

d) for the managers entered in the section of the Register referred to in Articles 35 and 35-ter, as well as in the attached list referred to in Articles 41-bis and 41-ter of Legislative Decree no. 58/1998 (UCITS and AIFs) that market their own or third party's units and/or shares in collective investment undertakings to retail investors, applying tariffs correlated to the volume marketed in Italy exceeding € 100,000, as follows:

- over 100,000 and up to 1,000,000: € 4,000.00;

- over 1,000,000 and up to 10,000,000: € 12,000.00;

- over 10,000,000 and up to 100,000,000: € 20,000.00;

- over 100,000,000 and up to 1,000,000,000: € 28,000.00;

- over 1,000,000,000 and up to 3,000,000,000: € 36,000.00;

- over 3,000,000,000. € 42.000.00.

7. The contribution payable by the subjects referred to in Art. 1, letter j), points j1) and j2) of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated based on the number and counter-value of the individual financial instruments listed or admitted to trading as of January 3, 2018.

As from 2014, the shares are excluded of companies admitted to listing on Italian regulated markets, whose average market capitalisation in the period between the start of trading and the last stock market trading day of the year preceding the reference year was less than Euro 500 million.

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

Maximum contribution for each issuer is € 680,400.00.

8. The contribution payable by the subjects referred to in Art. 1, letter k), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated with reference to the financial instruments admitted to trading as of January 3, 2018, as follows:

8/1 for shares and equity securities, contribution consists in a fixed fee of € 3,500.00 for each instrument traded;

8/2 for instruments other than shares and equity securities, contribution consists in a fixed fee of €

450.00 for each instrument traded.

A maximum of € 140,000.00 is set for contribution from each individual Issuer.

9. The contribution payable by the subjects referred to in Art. 1, letter m), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated as follows:

9/1 a fixed fee of € 9,570.00 for the notices referred to in Art. 1, letter m), point m1), of

CONSOB’s Resolution no. 20232 of December 20, 2017, for which the administrative procedure concerning the prospectus – single or in three parts – or base prospectus or bid document, got extinguished between January 2, 2017, and January 1, 2018;

9/2 a fixed fee of € 19,140.00 for the notices referred to in Art. 1, letter m), point m2), of CONSOB’s Resolution no. 20232 of December 20, 2017, for which, following the approval of the prospectus - single or in three parts - or base prospectus or bid document, the proponent subject did not complete the public offering;

9/3 for the offerings referred to in Art. 1, letter m), point m3) of CONSOB’s Resolution no. 20232 of December 20, 2017, as follows:

a) for 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, a fixed fee is required equal to € 22,600.00 for each prospectus – single or in three parts – or base prospectus approved, increased by € 1,950.00 for each public offering completed regarding each separately identified product (offer of a single tranche, i.e. a single series of separately identified securities, with the said series distinguished by a different pre-established theoretical value) issued following approval of the related prospectus or of final conditions with reference to an approved base prospectus;

b) for offerings to the public concerning warrants for the purchase or subscription of financial products, in a fixed fee is required equal to € 22,600.00 for each individual offering; if the counter-value of the offering is more than € 500,000, the said fixed fee is increased by 4.61683 % of the portion of the offering’s counter-value exceeding this amount of € 500,000. Maximum contribution for each individual offering is € 6,000,000.00;

c) for offers to the public concerning instruments other than equity securities issued on a continuous or repeated basis by banks pursuant to Art. 34-ter, para. 4 of CONSOB’s Regulation no. 11971/1999, a fixed fee is required equal to € 3,550.00 for each offering completed;

d) regarding public offerings to the public for sale and subscription of financial products, for other public purchase and/or exchange offerings, for offerings aimed at the listing of equity securities, a fixed fee is required equal to € 22,600, 00 for each offering completed. If the counter-value of the offering is more than € 13,000,000, the said fixed fee is increased by 0.16880% of the portion of the offering’s counter-value exceeding this amount of € 13,000,000 as regards the portion offered to the public of retail investors, and is increased by 0.10997% of the excess value as regards the portion placed with institutional investors. Maximum contribution for each offering is € 6,000,000.00,

9/4 for the offerings referred to in Art. 1, letter m), point m4), of CONSOB’s Resolution no. 20232 of December 20, 2017, with admission to trading of EU financial instruments on regulated markets and preceded by the publication of a prospectus (or base prospectus), a fixed fee is required equal to € 22,600.00 for each listing prospectus or final listing condition; this applies to each individual admission that is not combined with a previous or concurrent offering to the public;

9/5 for offerings referred to in Art. 1, letter m), point m5), of CONSOB’s Resolution no. 20232 of December 20, 2017, with admission to trading of financial instruments coming from corporate integration operations (mergers or demergers), preceded by CONSOB issuing an equivalence opinion, a fixed fee is required equal to € 14,850.00 for each admission operation.

10. For the purpose of calculating the contribution for the offerings referred to in point 9/3, letter d), counter-value of the offering means the counter-value of the offering addressed to the public of retail and institutional investors, aimed at the admission of equity securities to listing. The counter-value is determined with reference to the final price of the offering for the financial product and to the quantity actually placed or purchased. For public exchange offerings, the value of the transaction consists of the value of the securities actually purchased. For offerings concerning commercial papers or other financial products issued on the basis of annual issuance programmes, the contribution is calculated on the value actually placed and in any case within the limits of the total amount envisaged by the issuance programme and indicated in the prospectus or information document. As from 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 met: turnover of less than euro 300 million prior to admission to trading of treasury shares, based on the approved financial statements for the last fiscal year represented in the prospectus, or on accounting documentation that is relevant for the purpose of qualifying the subject as a SME; offering to the public subscription equal to at least 30% of the total placed.

11. The contribution payable by the subjects referred to in Art. 1, letter n), of CONSOB’s Resolution no. 20232 of December 20, 2017, is determined as 12.20% of revenues from fees for statutory auditing appointments carried out on the separate and consolidated financial statements of Public Interest Entities, as well as on the financial statements of the subsidiaries included in the consolidation area of the said Entities.

12. The contribution payable by the subjects referred to in Art. 1, letter s), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated with reference to all the financial instruments traded, as follows:

e) up to 100 financial instruments traded: € 32,220.00;

f) from 101 to 1,000 financial instruments traded: € 78,580.00;

g) from 1,001 to 3,000 financial instruments traded: € 118,510.00;

h) from 3001 to 5,000 financial instruments traded: € 159,140.00,

i) from 5001 to 10,000 financial instruments traded: € 209,040.00;

j) over 10,001 financial instruments traded: € 271,750.00.

13. The contribution payable by the subjects referred to in Art. 1, letter t), of CONSOB’s Resolution no. 20232 of December 20, 2017, is calculated with reference to all the financial instruments traded, as follows:

k) up to 100 financial instruments traded: € 13,365.00;

l) from 101 to 200 financial instruments traded: € 22,815.00;

m) from 201 to 400 financial instruments traded: € 31,320.00;

n) from 401 to 800 financial instruments traded: € 40,230.00;

o) over 801 financial instruments traded: € 48,735.00.

14. The contribution payable by the subjects referred to in Art. 1, letter w), of CONSOB’s Resolution no. 20232 of December 20, 2017, is set as a fixed fee of € 2,360.00 for all the subjects registered in the special lists kept by CONSOB, increased by a variable amount correlated to the number of issuers that subscribed each individual disclosure or storage service as of January 3, 2018, as follows:

p) from 1 to 100 issuers subscribing the service: € 7,260.00;

q) from 101 to 200 issuers subscribing the service: € 9,680.00;

r) over 201 issuers subscribing the service: € 12,100.00.

15. The contribution payable by the subjects referred to in Art. 1, letter x), of CONSOB’s Resolution no. 20232 of December 20, 2017, and registered as of January 3, 2018, is € 5,000.00 for each authorised service.

Article 2
Final provisions

1. This provision shall be published in the Official Journal of the Italian Republic^[1] as well as in CONSOB's Bulletin.

THE DEPUTY CHAIRMAN
Anna Genovese

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^[1] Published in the Official Gazette of the Republic n. 23 of 29.1.2018 .