Resolution 18754(1)

Determination, pursuant to Article 40 of Law 724/1994, of the amounts of the fees payable for the 2014 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. 18426 and n. 18427 dated 21 December 2012 which provided, pursuant to aforementioned Article 40, respectively persons required to pay fees for year 2013 and the amount of the fees for the same year;

Having regard to its own Resolution 18753 of 23 December 2013, which determined the persons required to pay fees for the 2014 fiscal year;

Whereas it is necessary to establish the amounts of the fees payable for the 2014 fiscal year by the persons referred to in Resolution 18753 of 23 December 2013 referred to above;

R E S O L V E S

Article 1
Fees

The fees payable for the 2014 fiscal year by the persons referred to in Article 1 of Resolution 18754 of 23 December 2013 shall be as follows:

2. The fees payable by the persons referred to in Article 1.a), 1.b), 1.c), 1.d), 1.e) and 1.f) of Resolution 18753 of 23 December 2013 shall be determined as follow:

2/1 for the persons referred to in article 1.a), 1.c) and 1.d) the fees payable are determined on the amount of € 3.000,00 increased plus, for the Italian Banks and Poste Italiane Divisione BancoPosta, EU banks with branch in Italy and non – EU banks with or without branch in Italy, 1,49% of the revenues for investment services and ancillary, while for SIMs entered in the register 0,3% of the revenues from investment services and ancillary. Data on investment services and ancillary revenues (December 31, 2012) referred to the financial statements closed during 2013, shall be taken from the supervision reports prepared in accordance with the Bank of Italy Circular n. 272 of 30 July 2008 for the Banks and in accordance with the Bank of Italy Circular n. 148 of 2 July 1991 for SIMs. In particular shall be considered the relevant sub-item of item 40924 for Banks and items 43962 and 43964 for the SIMs. Each intermediaries shall not pay more than € 100.000,00.

2/2 for the persons referred to in article 1.b), 1.e) and 1.f) on the basis of the number of investment services/activities authorised on 2.1.2014 [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 authorised: € 3.000,00;

b) two investment services/activities authorised: € 9.400,00;

c) three investment services/activities authorised: € 17.000,00;

d) four investment services/activities authorised: € 23.000,00;

e) five investment services/activities authorised: € 29.000,00;

f) six investment services/activities authorised: € 38.000,00.

3. The fees payable by the persons referred to in Article 1.o) of Resolution 18753 of 23 December 2013 shall be determined on the basis of the face value of the securities listed or admitted to trading on 2.1.2014.

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

a) the fees for the shares shall be equal to a fixed amount of € 10.530,00 for issued capital up to 10.000.000 euro, plus € 98,84 for each 500.000 euro of issued capital in excess of 10.000.000 euro up to 100.000.000 euro, plus € 79,46 for each 500.000 euro of issued capital in excess of 100.000.000 euro. For fractions of 500.000 euro, the fee shall be charged on a pro-rata basis. From 2014 fiscal year shall be exempt the shares of companies admitted to trading on Italian regulated markets whose mid capitalisation from the date set for the start of trading and the close of the last trading day of the previous year from the one referred to, is under € 500 million. The exempt shall be apply for the first three years from the date of the admittance to trading;

b) the fees for the bonds shall be equal to a fixed amount of € 10.530,00 for each bond listed. Bonds already listed by right on 2 January 1998 shall be exempt;

c) the fee for the bonds guaranteed by the Italian government issued pursuant Article 8 of Law Decree 201/2011 shall be equal to a fixed amount of € 3.000,00 for each bond listed;

d) the fees for warrants shall be equal to a fixed amount of € 10.530,00 for each warrant listed;

e) 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 € 1.470,00 for each covered warrant listed, for each certificate listed, for each exchange traded commodity listed and for each exchange traded note listed;

f) 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 € 2.875,00 for each fund or - where envisaged - for each sub-fund listed;

g) Individual issuers shall not pay more than € 411.555,00 in total.

3.2 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 € 10.530,00.

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 € 1.470,00 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 € 2.875,00 for each fund listed or - where envisaged - for each sub-fund listed;

d) Individual foreign issuers shall not pay more than € 411.555,00 in total.

4. The fees payable by the persons referred to in Article 1.s) of Resolution 18753 of 23 December 2013, 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 € 3.795,00;

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 € 375,00 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 € 3.795,00 for each offer completed plus, in the case of offer with a value in excess of € 500.000, 0,759% 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 Regulation no. 11971/1999, a fixed amount of € 580,00 for each offer completed;

4/5 - for other public offerings and public offers to buy or exchange, a fixed amount of € 3.795,00 for each offer/offering completed plus, in the case of offers/offerings with a value in excess of € 13.000.000, 0,02775% of the excess value. The maximum fee for each offer/offering shall be € 2.500.000;

4/6 – for the admission to trading of financial instruments, following the Publication of the prospectus, a fixed amount of € 3.795,00 for eachadmission;

4/7 - for the admission to trading of financial instruments following a merger or spin – off provided by a document made available by Consob containing information which is regarded as being equivalent to that of the prospectus, a fixed amount of € 2.000,00 for each admission.

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. From 2014 fiscal year shall be exempt from the payment of the annual fee public offering of financial products made in relation with the admission to listing, if there are the following requirements: net annual turnover, of the last fiscal year shown by the prospectus, no more than € 300 million; public subscription offer for which the total placed it is not less than 30%.

6. The fees payable by the persons referred to in Article 1.r) of Resolution 18753 of 23 December 2013, shall be equal to 8,85% 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.

7. The fees payable by the persons referred to in Article 1.s) of Resolution 18753 of 23 December 2013, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:

a) up to n. 100 financial instruments traded (or negotiated): € 20.645,00;

b) from n. 100 to n. 299 financial instruments traded (or negotiated): € 42.150,00;

c) from n. 300 to n. 799 financial instruments traded (or negotiated): € 63.650,00;

d) more than n. 800 financial instruments traded (or negotiated): € 85.155,00.

8. The fees payable by the persons referred to in Article 1.t) of Resolution 18723 of 23 December 2013, shall be determined according on the financial instruments entirely traded (or negotiated), as follows:

a) up to n. 100 financial instruments traded (or negotiated): € 7.415,00;

b) from n. 100 to n. 199 financial instruments traded (or negotiated): € 12.360,00;

c) from n. 200 to n. 399 financial instruments traded (or negotiated): € 17.305,00;

d) more than n. 400 financial instruments traded (or negotiated): € 22.250,00.

 Article 2
Final provisions

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

Rome, 23 December 2013 

THE CHAIRMAN
Giuseppe Vegas

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Footnote:

1. Given effect by a decree issued by the Prime Minister on February 13, 2014.