Communication No. 0066209 of 2 August 2013

Re: Transparency obligations relating to significant shareholdings held by trusts, required by Articles 114, section 5, and 115, section 2, of the Consolidated Finance Act

The constitution of a trust, with the consequent holding of securities on the part of the trustee, could fail to guarantee the effective transparency of the ownership structures of companies that have issued the said securities, when the decisions relating to exercise of the voting rights linked to the shareholding are actually taken by other subjects of the trust, or when important powers of interference exist, in which case the formal holder of the securities is not the same subject as that which in practice exercises the related rights.

For these reasons, to guarantee the transparency of the ownership structures of companies which issue securities admitted for trading, when the Member State of Origin is Italy, trustees holding a significant stake in the share capital or who are parties to a shareholders’ agreement, recognised as significant by Article 122 of the Consolidated Law on Finance, between shareholders of such an issuer, are required by Art. 115, Section 2, of the Consolidated Law on Finance, to transmit to Consob, together with the communication required by Article 120 of the Consolidated Law on Finance, the following additional information:

• the identity of the beneficiaries, of the settlor, and of the protector (if any) or the legal representative;

• any powers of intervention in the management of the equity investment assigned by the deed of incorporation to subjects other than the trustee, including the power of third parties or of the beneficiaries to give binding instructions to the trustee; if present, the existence of any non-interest clause and the content of the same;

• the nature, duration and revocability of the trust, and the applicable law;

• any overlapping between the subjects (natural and legal persons) involved in the trust in the capacity of beneficiary, settlor, trustee or protector and the subjects (natural and legal persons) which are part of the ownership chain under the trust, or the group in which the same is included, as well as those holding senior management positions of any kind within such contexts.

Consob shall publish on its own website, as contemplated by Article 114, Section 5, of the Consolidated Law on Finance, the information deemed necessary for correct transparency of the ownership structure, in order to protect investors and guarantee regular functioning of the market.

THE CHAIRMAN
Giuseppe Vegas