Resolution 18051⁽¹⁾

Determination, pursuant to Article 40 of Law 724/1994, of the amounts of the fees payable for the 2012 fiscal year

THE ITALIAN COMPANIES AND STOCK EXCHANGE COMMISSION (CONSOB)

Having regard to Law 216 of 7 June 1974 as amended;

Having regard to Article 40 of Law 724 of 23 December 1994 as amended, which, inter alia, provides for Consob, with a view to its funding, to determine each year the amount of the fees it is to be paid by the persons subject to its supervision and in determining such fees to adopt criteria that take account of the costs arising in connection with the whole set of activities performed for each category of persons;

Having regard to Consob Resolutions n. 17600 and n. 17601 dated 28 December 2010 which provided, pursuant to aforementioned Article 40, respectively persons required to pay fees for year 2011 and the amount of the fees for year 2011;

Having regard to its own Resolution 18050 of 28 December 2011, which determined the persons required to pay fees for the 2012 fiscal year;

Whereas it is necessary to establish the amounts of the fees payable for the 2012 fiscal year by the persons identified in Resolution 18050 of 28 December 2011 referred to above;

R E S O L V E S

Article 1
Fees

1. The fees payable for the 2012 fiscal year by the persons referred to in Article 1 of Resolution 18050 of 28 December 2011 shall be as follows:

2. The fees payable by the persons referred to in Article 1.a), 1.b), 1.c) and 1.d) of Resolution 18050 of 28 December 2011 shall be determined on the basis of the number of investment services/activities authorized on 2.1.2012 (excluding the investment service of managing multilateral trading facilities referred to Article 1.5 g) of Legislative Decree 58/1998), as follows:

a) one investment service/activity authorized: € 2.208;

b) two investment services/activities authorized: € 9.568;

c) three investment services/activities authorized: € 17.664;

d) four investment services/activities authorized: € 23.552;

e) five investment services/activities authorized: € 29.440;

f) six investment services/activities authorized: € 38.640.

3. The fees payable by the persons referred to in Article 1.o) of Resolution 18050 of 28 December 2011 shall be determined on the basis of the face value of the securities listed or admitted to trading on 2.1.2012.

For Italian issuers indicated under points o1) and o2):

a) the fees for the shares shall be equal to a fixed amount of € 10.320 for issued capital up to 10.000.000 euros, plus € 96,9 for each 500.000 euros of issued capital in excess of 10.000.000 euros up to 100.000.000 euros, plus € 77,9 for each 500.000 euros of issued capital in excess of 100.000.000 euros. For fractions of 500.000 euros, the fee shall be charged on a pro-rata basis;

b) the fees for the bonds shall be equal to a fixed amount of € 10.320 for each bond listed. Bonds already listed by right on 2 January 1998 shall be exempt; 

c) the fees for warrants shall be equal to a fixed amount of € 10.320 for each warrant listed; 

d) the fees for covered warrants, for certificates and for exchange traded commodities and for exchange traded notes shall be equal to a fixed amount of € 1.440 for each covered warrant listed, for each certificate listed, for each exchange traded commodity listed and for each exchange traded note listed; 

e) the fees for units or shares of collective investment funds, of exchange traded funds and of SICAVs shall be equal to a fixed amount of € 2.820 for each fund or - where envisaged - for each sub-fund listed; 

f) Individual issuers shall not pay more than € 411.555 in total.

For foreign issuers indicated under points o1):

a) the fees for shares, bonds and warrants issued by foreign companies shall be a fixed amount of € 10.320.

b) the fees for covered warrants, for certificates, for exchange traded commodities and for exchange traded notes shall be equal to a fixed amount of € 1.440 for each covered warrant listed, for each certificate listed, for each exchange traded commodity listed and for each exchange traded note listed; 

c) the fees for units or shares of collective investment funds, of exchange traded funds and of SICAVs shall be equal to a fixed amount of € 2.820 for each fund listed or - where envisaged - for each sub-fund listed; 

d) Individual foreign issuers shall not pay more than € 411.555 in total.

 4. The fees payable by the persons referred to in Article 1.q) of Resolution 18050 of 28 December 2011, shall be as follows:

4/1 - for solicitations of public savings and for takeover bids or tender offers for which, following the approval of the prospectus or of the bid document, the proponent has not completed the solicitation of public saving or the takeover bid or exchange tender offer, is equal to a fixed amount of € 2.375;

4/2 - for public offerings of financial products that confer, against payment of a premium, the right to receive the difference between a predetermined value and the market value of the underlying asset, a fixed amount of € 235 for each offering completed (placement of a single tranche, to be understood as meaning a single series of separately specified securities having a different predetermined theoretical value);

4/3 - for public offerings of warrants to buy or subscribe for financial products a fixed amount of € 2.375 for each offer completed plus, in the case of offer with a value in excess of € 500.000, 0,475% of the value of each offer completed. The maximum fee for each offering shall be € 2.500.000;

4/4 – for public offering of financial products (other than securities) issued continually and repeatedly by banks under Article 34-ter.4 of Consob Resolution 11971/99, a fixed amount of € 365 for each offer completed.

4/5 - for other public offerings and public offers to buy or exchange, a fixed amount of € 2.375 for each offer/offering completed plus, in the case of offers/offerings with a value in excess of € 13.000.000, 0,01828% of the excess value. The maximum fee for each offer/offering shall be € 2.500.000.

5. For the purpose of determining the fees for the offers/offerings referred to in points 4/3 and 4/5 of paragraph 4, the value thereof shall mean the value of the offer/offering to the public in Italy. The calculation of such value shall be based on the final price of the financial product shown in the prospectus or information document and the amount actually placed or acquired. In the case of public offers to exchange securities, the value of the operation shall be determined on the basis of the value of the securities actually acquired. In the case of public offerings of commercial paper or other financial products issued on the basis of annual programmes, the fee shall be calculated with reference to the total value actually placed with a cap equal to the total value envisaged by the issue programme and shown in the prospectus or information document.

6. The fees payable by the persons referred to in Article 1.r) of Resolution 18050 of 28 December 2011, shall be equal to 9,20% of the revenues for performing audit assignment on the individual financial statements and consolidated financial statements, conferred according to Part IV, Title III, Chapter II, Section VI, of Legislative Decree 58/1998 and articles 16.1 and 43.2 of Legislative Decree 39/2010. The fees shall be calculated with reference to the revenues included in auditing firms' financial statements for the year ended in 2011.

7. The fees payable by the persons referred to in Article 1.s) of Resolution 18050 of 28 December 2011, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:

a) up to n. 100 financial instruments traded (or negotiated): € 21.120;

b) from n. 100 to n. 299 financial instruments traded (or negotiated): € 44.000;

c) from n. 300 to n. 799 financial instruments traded (or negotiated): € 66.000;

d) more than n. 800 financial instruments traded (or negotiated): € 88.000.

8. The fees payable by the persons referred to in Article 1.t) of Resolution 18050 of 28 December 2011, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:

a) up to n. 100 financial instruments traded (or negotiated): € 7.425;

b) from n. 100 to n. 199 financial instruments traded (or negotiated): € 12.375;

c) from n. 200 to n. 399 financial instruments traded (or negotiated): € 17.325;

d) more than n. 400 financial instruments traded (or negotiated): € 22.275.

8. The fees payable by the persons referred to in Article 1.t) of Resolution 18050 of 28 December 2011, shall be a fixed amount of € 22.000 increased at € 85.585 in the case of rating agencies referred to Article 3.1, m) of (EC) Regulation no. 1060 of 16 September 2009.

Article 2
Final provisions

1. This resolution shall be published in the Gazzetta Ufficiale della Repubblica Italiana and Consob's Bulletin.

Rome, 28 December 2011

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Footnote:
1. Given effect by a decree issued by the Prime Minister on 31^st January 2012.