News of the week:
Watch for scams! Financial fraud: Consob blacks out 5 new unauthorised websites
Save the date: Today, 25 November 2024 - Equity listings, delistings and growth opportunities in the EU
Save the date: 28 November 2024 - Technological innovation and investor protection: new scenarios, new critical issues, new opportunities
Implementing provisions of Article 147-ter.1 of the Consolidated Law on Finance on the Board’s list: start of market consultation
IOSCO: a roadmap to protect online operations of retail investors and cooperate with social media
IOSCO: publication of the consultation report on pre-hedging
Takeover bid on CIR Spa shares: Consob approves the bid document
Banca Ifigest Spa: Consob approves the new share bid prospectus
Landi Renzo Spa: Consob approves the new share bid and listing prospectus
doValue Spa: Consob approves the prospectus for the offer and listing of new shares and shares serving the conversion of a bond loan
The new Macroprudential Policy Committee website is online

Commission decisions
Management decisions

- NEWS OF THE WEEK -

The commission availed itself of the new powers resulting from the “Decreto Crescita” (“Growth Decree”; Law no. 58 of 28 June 2019, Article 36, paragraph 2-terdecies), on the basis of which Consob can order internet service providers to block access from Italy to websites offering financial services without the proper authorisation.

Below are the sites Consob has ordered to be blacked out:

• “2139 Exchange” (website https://2139q.com);
• Macan Holdings Ltd (website https://macan-holdings.limited and page https://cfd.macanholdingslimited.com);
• “Vergomarkets” (website https://www.vergomarkets.co);
• “Wellvest” (website www.wellvest.pro);
• “IBSMarkets” (website https://ibsmarkets.net);

The number of sites blacked out since July 2019, when Consob was given the power to order the black-out of websites of fraudulent financial intermediaries, has thus risen to 1180.

The measures adopted by Consob can be consulted on the website www.consob.it.

The black-out of these websites by internet service providers operating on Italian territory is ongoing. For technical reasons, it can take several days for the black-out to come into effect.

Consob draws investors’ attention to the importance of adopting the greatest diligence in order to make informed investment choices, adopting common sense behaviours, essential to safeguard one’s savings: these include, for websites that offer financial services, checking in advance that the operator with whom you are investing is authorised, and, for offers of financial products, that a prospectus has been published. In particular, Consob warns of the risks associated with carrying out transactions through websites whose name includes “2139” and/or which contains the reference to “2139 Exchange”, an unauthorised entity for the provision of investment services of which, at present, ten websites have been blocked.

Please note, there is a section on the homepage of the www.consob.it website, entitled “Watch for Scams!”, which provides useful information warning investors about fraudulent financial schemes.

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Today, 25 November 2024, at 4 p.m., the Faculty of Economics of Sapienza University of Rome and Consob will hold, in the Aula delle Lauree of the Faculty of Economics, in Via del Castro Laurenziano, 9, a seminar in the 2023-2024 cycle dedicated to new frontiers in financial markets and regulation, entitled Equity listings, delistings and growth opportunities in the EU.

The following papers will be presented during the seminar:

• The Timing of Voluntary Delisting by Gonul Colak (University of Sussex Business School);
• The EU Prospectus Regulation and its Impact on SME Listings by Victoria Treßel (Technical University of Munich and Oxera).

Federico Cornelli (Consob Commissioner), Giovanni Di Bartolomeo (Dean of the Faculty of Economics, Sapienza University of Rome), Luca Filippa (Consob Director General) and Marina Brogi (Sapienza University of Rome) will speak.

The poster shows the detailed programme of the seminar. Participation in person is free of charge, subject to seating availability. You can also follow the event streamed live at the following link: https://uniroma1.zoom.us/j/87809226888.

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The ACF (Alternative Financial Dispute Resolution Scheme), the Faculty of Economics, Sapienza University of Rome and the ANSPC (National Association for the Study of Credit Problems) will hold a conference entitled “Technological innovation and investor protection: new scenarios, new critical issues, new opportunities” which will be held on 28 November 2024, from 3 p.m. to 6 p.m., at the Consob Auditorium, Via Monteverdi, 35 – Rome.

The event will begin with an institutional welcome address by Paolo Savona, Chair of Consob and Giovanni Di Bartolomeo, Dean of the Faculty of Economics, Sapienza University of Rome.

A round table will follow, coordinated by Filippo Cucuccio, Director General of the ANSPC.

Speakers: Gianpaolo E. Barbuzzi, ACF Chairman; Massimo Cerniglia, Cerniglia Law Firm; Federico Cornelli, Consob Commissioner; Stefano De Polis, IVASS Secretary General; Francesca Palisi, Head of the Legal and Tax Advice Service, Abi; Giuseppe Sani, Director of Banking Supervision, Bank of Italy; Domenico Siclari, Professor of Economic and Financial Markets Law, Sapienza University.

The procedure for accreditation with the Bar Association of Rome is underway.

To participate, online registration is required at https://www.consob.it/web/area-pubblica/iscrizione-seminari. The poster shows the detailed programme of the conference.

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Consob has launched a preliminary consultation on the content of the implementing provisions that the Commission is called upon to adopt regarding the list of the outgoing Board of Directors, pursuant to the delegation introduced by the Capital Law.

The Capital Law (Law no. 21 of 5 March 2024) provided for significant regulatory changes to “support the competitiveness of capital”. Article 12 of the Law, in particular, introduced article 147-ter.1 into the Consolidated Law on Finance, which expressly provides for the power for listed companies to provide in the by-laws that the outgoing board of directors may submit a list of candidates for the election of the administrative body, while dictating a series of conditions for the exercise of this power and defining the mechanism for the election of the members of the board to be followed in this case.

The new rule, therefore, expressly legitimises the statutory autonomy to provide for this option and prescribes a series of conditions for the presentation of the list by the outgoing Board of Directors, as well as the procedures for electing the members of the board to be followed in the event that said list is first in terms of the number of votes obtained compared to other lists of candidates presented by shareholders.

Article 12, paragraph 2, of the Capital Law also provided for a regulatory delegation to Consob, attributing the task of establishing “with its own regulation provisions implementing the provisions referred to in article 147-ter.1 of the Consolidated Law [...] within thirty days from the date of entry into force of this law”, which took place on 27 March 2024.

The regulatory action pursues two main objectives: i) to identify the provisions necessary to provide the market with an implementation framework of the new regulation consistent with the rules and the rationale of the law, also in the light of the more general regulation of the appointment of the administrative body it is included in; ii) to appropriately coordinate between the hypothesis of presentation of a list by the outgoing board of directors and the regulatory provisions in force adopted by Consob.

The consultation paper asks operators a series of questions aimed at acquiring useful elements to define the regulatory action by firstly examining the main application issues arising from the new article 147-ter., including: (i) the identification of the shareholders entitled to participate in the second individual vote, provided for in paragraph 3, no. 1) of article 147-ter.1; and (ii) how the number of members of the board of directors assigned to minority shareholders should be determined in the scenario provided for in paragraph 3, letter b), no. 2, of article 147-ter.1, i.e., in the event that the first two minority lists of shareholders obtain more than 20% of the shareholders’ votes. Elements for evaluation are also requested with reference to other aspects such as the repercussions of the new provisions on the gender distribution criterion in the composition of the board of directors and on the methods of holding the meetings called to renew the corporate bodies.

Comments on the consultation paper must be received by 5 December 2024 at the following address:

Consob - Studies and Regulations Division - Via G. B. Martini, n. 3 -00198 ROME or online through SIPE – Integrated System for External Users.

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On 19 November, Iosco, a body that includes the financial market supervisory authorities of the various countries, announced its strategy to combat online fraud, promote investor safety and strengthen global cooperation by presenting, in a first phase, three specific consultation reports concerning: Finfluencers, Copy-Trading and Digital Engagement Practices (DEPs).

Responses to the consultations must be received by Iosco by 20 January 2025.

This is a strategic initiative to protect retail investors around the world, at a time when digital trading and social media are increasingly pervasive in retail financial markets.

The consequent risks – in the opinion of Iosco – must be mitigated thanks to an improvement in investor education and the promotion of solid regulatory frameworks that, in unison, can guarantee greater investor protection.

The measures provided for by Iosco specifically concern phenomena such as copy trading and the activity of finfluencers, precisely by virtue of the increasing spread of financial advice without any authorisation and conveyed through social media.

Finfluencer – While finfluencers contribute to making finance more accessible to younger investors, they present risks such as the dissemination of deliberately distorted information and the promotion of high-risk products in the absence of adequate information on conflicts of interest. 

Copy Trading - This is an approach often focused on short-term strategies in complex and volatile markets such as foreign exchange and cryptocurrencies, where retail investors appear to be exposed to significant risks due to automated and high-risk trading decisions, for which the approval of good practices is necessary to strengthen the oversight of global authorities.

Digital Engagement Practices (DEPs) - DEPs, such as gamification and targeted advisories, can make investments more accessible and engaging, especially for younger investors. But if, on one hand, they can stimulate financial literacy, on the other they can also excessively encourage trading practices, directing investors towards high-risk products. 

For these three reasons, in addition to identifying the most suitable measures to deal with emerging problems, Iosco also intends to establish collaborative relations with social media companies, search engines and Internet providers, in order to limit and monitor harmful content spread online, protecting retail investors around the world.

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On 21 November, IOSCO, an organisation bringing together the financial market supervisory authorities of various countries, published a consultation report containing a series of recommendations relating to pre-hedging practices.

The report particularly takes into consideration possible conduct and market integrity issues that could be associated with the practice of pre-hedging.

Operators are therefore asked to provide their own feedback on the definition of pre-hedging and the proposed framework by 21 February 2025, which should be applicable in most circumstances.

The Consultation Report offers a definition of pre-hedging and suggests useful recommendations to push regulatory authorities towards acceptable pre-hedging practices and effective management of related conduct risks.

Iosco recalls that negotiators use pre-hedging operations to manage the risks associated with wholesale main orders, expected in relation to bids on the primary market and transactions on the secondary market.

This can occur in various markets: securities, derivatives, trading venues and over the counter (OTC) markets and includes various asset classes: equities, fixed income securities, currencies and commodities.

Iosco also notes that the use of pre-hedging can be beneficial to traders and clients for pricing and executing certain transactions.

This is despite the fact that market participants, standard setters and national and supranational authorities have in the past expressed reservations about these practices.

It should be noted that the existing industry codes and standards mainly concern OTC markets and/or only specific asset classes, or do not cover the range of potential problems related to pre-hedging.

It is therefore also necessary to adapt the proposed recommendations to specific circumstances, for example in relation to the potential differences between pre-hedging practices and non-electronic internal transactions and in the context of electronic trading, also in the case of requests for competitive quotes or RFQs (Request for Quote).

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Consob approved the document relating to the voluntary partial takeover bid launched, pursuant to Articles 102 et seq. of Legislative Decree no. 58 of 1998, by CIR Spa, on a maximum of 131,147,541 ordinary shares issued by the same CIR, corresponding to 12.524% of the share capital, listed on the Euronext Milan market organised and managed by Borsa Italiana Spa (resolution no. 23321 of 20 November 2024).

The issuer is a holding company with controlling interests in the following companies:KOS Spa, holding company of a group operating in the social and health sectorSogefi Spa, holding company of a group operating in the automotive components sector, CIR Investimenti Spa and CI International Sa, which exclusively carry out financial management activities.

The shareholders who own, directly or indirectly, more than 5% of the share capital of CIR are: Fratelli De Benedetti Spa (38.028%); Cobas Asset Management SGIIC Sa (11.699%); CIR Spa(3.058%).

As at the date of the bid document, by virtue of the stake held in the share capital and the increase in voting rights, control over the issuer is exercised by Fratelli De Benedetti (FDB), pursuant to Article 93 of the Consolidated Law on Finance.

The issuer’s By-Laws provide for the increase in voting rights; by resolution of the extraordinary shareholders’ meeting of 6 September 2024, CIR also introduced in its By-Laws the additional increased vote, up to a maximum of 10 votes.

The bid consists of a purchase of treasury shares by the issuer (so-called buyback) carried out through a takeover bid. A similar transaction had already been carried out by the issuer in 2021 when it promoted a bid on treasury shares representing 12.282% of the share capital of CIR at a consideration of EUR 0.51 per share.

Unlike the previous buy-back operation in 2021, in the current buy-back the parent company, FDB, expressed its intention to accept the bid for 20,000,000 shares, corresponding to 1.91% of the share capital.

The bid does not concern the CIR shares already in the issuer’s portfolio (equal to 32,022,506 shares at the date of the document, representing 3.058% of the share capital of CIR).

For each CIR share subscribed, the issuer will pay a consideration of EUR 0.61.

In the event of full participation in the bid and taking into account the aforementioned treasury shares already in the portfolio, CIR will hold 163,170,047 treasury shares, corresponding to 15.581% of the share capital of the issuer, and therefore a number of shares counting for less than one fifth of the share capital (threshold provided for in Article 2357 of the Italian Civil Code for listed companies). In addition, as stated in the communication referred to in article 102 of the Consolidated Law on Finance and in the document, the issuer plans to cancel the shares purchased as part of the bid.

The subscription period begins on 25 November 2024 and will end on 13 December 2024 inclusive, subject to any extensions.

The bidder has submitted the effectiveness of the bid to the non-occurrence, within the first stock market trading day following the closing of the subscription period, of adverse or prejudicial events that have negative effects on the issuer, its group and/or the bid, as well as the non-adoption of acts by institutions or entities that preclude, limit or make the completion of the bid more onerous.

Both conditions of effectiveness may be waived or modified by the issuer/bidder, in compliance with the provisions contained in the Issuers’ Regulation. The bid is not subject to reaching a minimum number of acceptances.

The bid is not aimed at delisting the shares from Euronext Milan, nor may it result in the bidder exceeding the threshold of 90% of the issuer’s capital; therefore, given the nature of the bid, the necessary conditions are not met for the commitment to buy pursuant to Article 108, paragraph 2, of the Consolidated Law on Finance, the right to buy referred to in Article 111 of the Consolidated Law on Finance, nor for the commitment to buy pursuant to Article 108, paragraph 1, of the Consolidated Law on Finance.

In view of the fact that the bid is promoted by CIR and that therefore there is coincidence between bidder and issuer, the issuer’s press release provided for in Article 103, paragraph 3, of the Consolidated Law on Finance and Article 39 of the Issuers’ Regulation has not been prepared, containing all data useful for assessing the bid and the issuer’s assessment of the bid itself.

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Consob has approved the prospectus relating to the option offer of ordinary shares deriving from a capital increase of approximately EUR 45 million issued by Banca Ifigest Spa, an unlisted company.

Banca Ifigest is a company founded in 1979 that has been operating as a bank since 2001. The activities of the Ifigest group include: the area of wealth management dedicated to providing advice on investment services, managed savings products in the form of individual and collective asset management, the area of securities and insurance brokerage and the area of banking activities, including credit provision.

At the date of the prospectus, by way of a shareholders’ agreement, 40 shareholders adhering to the agreement (members) jointly hold a controlling interest in the bank equal to 74.622%. Among the shareholders participating in the shareholders’ agreement, VL&B1 Spa holds a shareholding equal to 35.18% of the bank. VL&B1 is 42.78% controlled by L&B Group Spa; in turn L&B Group Spa is 50% owned by Flavio Di Terlizzi and the same percentage by Michele Di Terlizzi. Non-member shareholders hold a total of 25.378% of the shares.

The prospectus is aimed at the option offer of the ordinary shares of the bank relating to a paid-up capital increase of approximately EUR 45 million and is part of a broader integration project between the Banca Ifigest banking group and L&B Partners Spa, in order to expand the activities of the bank and its subsidiary Soprarno Sgr Spa. This business aggregation was carried out through:

(i) a capital increase reserved for VL&B1 approved by the shareholders’ meeting of Banca Ifigest on 18 June 2024, for approximately EUR 36 million, and released in kind through the contribution, by VL&B1 in favour of the bank, of a participation equal to 70% of the share capital of L&B Partners Spa;

(ii) a further paid-up capital increase of approximately EUR 45 million, to be paid up exclusively in cash and to be offered as an option and pre-emption to all the bank’s shareholders, approved by the Banca Ifigest shareholders’ meeting on 18 June 2024 (subject of this prospectus);

(iii) the purchase by the shareholders L&B Partners Spa of a shareholding equal to 25% of the share capital of Soprarno Sgr Spa (a subsidiary of Banca Ifigest) completed on 18 June 2024.

The offer consists of a divisible capital increase of EUR 45,000,004.10 (of which EUR 10,628,054 of nominal capital and EUR 34,371,950.10 of issue premium) by issuing a maximum of 10,628,054 ordinary shares of Banca Ifigest, equal to 29.789% of the issuer’s share capital to be offered as an option to the shareholders.

Each shareholder will be entitled to subscribe for one new share for every 2.3569 shares of the issuer already held, therefore with an option ratio of 0.42428574 for each share held. The minimum lot of shares subscribable by each shareholder will be equal to one share. Any remaining amount of the capital increase that is not subject to the exercise of the stock option, nor of pre-emption by the shareholders, will not be offered to third parties. Therefore, the share capital of the issuer will in any case be increased by an amount equal to the subscriptions collected alone.

The offer price is equal to EUR 4.234 (corresponding to the face value of EUR 1 plus EUR 3.234 as share premium).

The bid will last from 25 November 2024 to 9 December 2024 inclusive.

The prospectus outlines the risk factors associated with the issuer and the group, the business sector in which they operate, the financial instruments offered and, in particular, the risks associated with failure to achieve the objectives of the offer.

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Consob has approved the prospectus relating to the bid and admission to trading on the star segment of Euronext Milan, organised and operated by Borsa Italiana Spa of the ordinary shares of Landi Renzo Spa, resulting from the share capital increase approved by the extraordinary shareholders’ meeting of 24 September 2024.

The Landi Renzo Group operates internationally through two divisions: the “Green Transportation” or “Automotive” CGU which focuses on the production of pressurised gas management systems for vehicles powered by natural gas (“CNG”), liquefied natural gas (“LNG”), bio-methane, liquefied petroleum gas (“LPG”) and hydrogen; the “Clean Tech Solutions” or “Infrastructure” CGU operates in the natural gas, bio-methane and hydrogen infrastructure sector, designing and implementing compression systems used throughout the value chain.

At the date of the prospectus, the Landi Trust (a trust governed by the law of the State of Jersey whose trustee is Stefano Landi), through GBD Green by definition Spa, holds 59.927% of the share capital of the issuer; Elbogross Sa through Sentis Capital Cell 2 PC, holds 11.106% of this share capital. GBD exercises legal control over Landi Renzo.

Taking into account the negative income performance of the group and the high level of debt to which the group is exposed, on 23 January 2024 the Board of Directors of the issuer approved the 2024-2028 Industrial Plan on the basis of which a financial optimisation project was launched. The prospect of business continuity of the group is closely linked to the success of the financial manoeuvre (of which capital increases are an essential component) and to the full implementation of the 2024-2028 Industrial Plan and the actions to support it.

In execution of the financial manoeuvre, on 1 August 2024 GBD Green by definition Spa, a majority shareholder of the issuer, on one hand, and Invitalia, on the other, signed an investment agreement governing the terms and conditions relating to the completion of a capital strengthening operation of the issuer for a total amount of EUR 45 million, and on the same date the issuer signed the amending agreements aimed at reshaping the repayment profile of medium-long term loans for a total amount of EUR 73 million.

In execution of the financial manoeuvre, on 24 September 2024 the extraordinary shareholders’ meeting resolved to allocate to the board of directors of the issuer: a proxy to increase the paid-in share capital up to a maximum value of EUR 25 million with an option right, to be released both by cash contributions and by voluntary offsetting of receivables due from the subscribers against Landi Renzo; a proxy to increase the paid-in share capital in an indivisible manner with the exclusion of the option right pursuant to Article 2441, paragraph 5, of the Italian Civil Code for a value of EUR 20 million, to be reserved for Invitalia, by issuing category A unlisted shares convertible into ordinary shares in the ratio of 1:1, to be subscribed subject to the execution of the option capital increase for an amount equal to at least the maximum share guaranteed by GBD equal to a maximum of EUR 20 million. On 6 November 2024, the Board of Directors of the issuer resolved to exercise the powers conferred by the extraordinary shareholders’ meeting.

As can be seen from the prospectus, assuming that the capital increase is fully executed as well as the capital increase reserved for Invitalia, GBD’s shareholding would be equal to 46.556 5% of the share capital and Invitalia’s shareholding would be equal to 22.312 1% of the share capital. GBD will continue to maintain weak control of the company.

The prospectus shows that the non-execution of capital increases for an amount of at least EUR 40 million by 31 December 2024 constitutes a condition for the termination of the amending agreements. The total value of the capital increases is EUR 45 million. The subscription commitments made in relation to these capital increases concern an amount of EUR 40 million, therefore commensurate with the provisions of the aforementioned termination condition.

The offer price is EUR 1.984 for each new share to be offered as an option at a ratio of 14 new shares for every 25 ordinary shares held.

The bid will run from 25 November 2024 to 9 December 2024. Option rights will be negotiable on Euronext Star Milan from 25 November to 3 December 2024. The rights not exercised by the end of the option period, and therefore by 9 December, will be offered on Euronext Milan, by the issuer within one month after the end of the option period, for at least two opening trade days.

The prospectus outlines the risk factors related to the economic, equity and financial situation of the group, the operating activities of the issuer and the group, the macroeconomic context and the financial instruments that are the subject of the bid.

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Consob has approved the prospectus concerning: (i) the offer and admission to trading on the star segment of Euronext Milan, organised and operated byBorsa Italiana Spa, of the ordinary shares of doValue Spa resulting from the optional capital increase, pursuant to Article 2441, paragraph 1, of the Italian Civil Code, resolved by the shareholders’ meeting of 11 September 2024; (ii) the admission to trading on the aforementioned market of the ordinary shares resulting from the capital increase serving the conversion of the bond loan.

The doValue group provides management services for loans and real estate assets for banks and investors.

The economic and financial performance of the group is related to the evolution of non-performing loans (“NPLs”), the volume of transactions related to loans and real estate assets as well as the propensity of financial institutions to outsource the management of these assets.

On 21 March 2024, the issuer’s board of directors approved a group business plan, on a stand-alone basis, last updated on 7 August 2024, focused on the objective of diversifying the business, referring to the period 2024-2026.

In order to accelerate the implementation of the strategies of the Industrial Plan, on 7 June 2024 the issuer announced the signature of an agreement with the shareholders of Gardant Spa for the acquisition of the entire share capital of the latter and for a related financing package, declined in the “Senior Facilities Agreement 2024”, for the purpose of financing the acquisition and refinancing of certain obligations of the issuer due in 2025 and 2026.

The acquisition of Gardant would allow the doValue group to expand into new sectors such as unlikely to pay (“UTP”) credit management and asset management.

On 11 September 2024, the extraordinary shareholders’ meeting of doValue resolved, among other things: (i) to grant, pursuant to Article 2443 of the Italian Civil Code, the power to the board of directors to increase the share capital by 31 December 2025, for a maximum of EUR 150 million, including any share premium, by issuing ordinary shares, with no face value, having the same characteristics as those in circulation, to be offered as an option to those entitled pursuant to Article 2441, paragraph 1, of the Italian Civil Code; (ii) to empower the board of directors to issue by 31 December 2025, in a single tranche, mandatory convertible bonds that provide for the obligation to convert into ordinary shares of the company to be offered with the exclusion of the stock option, for a face value of EUR 80 million, also resolving the corresponding capital increase of EUR 80 million, including any share premium, serving the conversion of the bonds, in a single solution, by issuing ordinary shares of the company with no face value, having the same characteristics as those in circulation; (iii) the grouping of the ordinary shares of doValue in the ratio of 1 new ordinary share with regular use for every 5 existing ordinary shares.

The purpose of the capital increase is to contain the increase in the financial debt of the group that will be determined as a result of the acquisition of the Gardant group. On 19 November 2024, the Bank of Italy adopted the measure authorising the acquisition of Gardant.

On 7 June 2024, pro rata subscription commitments were made and guaranteed with respect to the capital increase both by the main shareholders of the company (“Principal Shareholders”) and by Tiber and the managers of Gardant (as Committed Sellers). Overall, the commitments to subscribe, at the offer price, the shares resulting from the capital increase amount to EUR 79,553,005.07. Tiber has also assumed a subscription commitment on the unexercised shares for a maximum amount of EUR 2,955,186.44.

On 18 November, the board of directors of the issuer determined the maximum bid price, fixed at EUR 4.36 per share.

The bid starts on 25 November and ends on 6 December 2024. 

The prospectus outlines the risk factors related to the economic, equity and financial situation of the issuer and the doValue group, including post-acquisition, the business sector in which it operates and the financial instruments that are the subject of the offer.

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From today, 25 November, the Macroprudential Policy Committee website is active. Here, Institutions, operators and citizens can find news and updates on the Committee’s activities and initiatives.

To ensure maximum transparency, the press releases and minutes of the Committee’s meetings, the annual report to the Government and the Chambers will be published on the website.

The Macroprudential Policy Committee was established by Legislative Decree no. 207 of 7 December 2023 implementing a recommendation of the European Systemic Risk Board (ESRB).

It is attended by the Authorities involved in protecting the stability of the national financial system and is composed of the Governor of the Bank of Italy, who chairs it, the President of Consob, the President of the Insurance Supervisory Institute (Ivass) and the President of the Pension Funds Supervisory Commission (Covip). The Director General of the Treasury also participates without the right to vote.

The Committee acts independently, also defining its own operating rules.

Its main functions, which do not affect the competences and responsibilities that the legal system already assigns to the Authorities that are part of it, are to:

• analyse the risks to the stability of the financial system as a whole and define intermediate strategies and objectives for its pursuit, with the right to report to the Government on systemic risk, publicly or in confidence;
• address recommendations to the Authorities that compose it;
• make reports to Parliament, the Government, other Authorities, public entities and State bodies on the opportunity to adopt measures, including regulations, aimed at safeguarding the stability of the Italian financial system;
• express opinions on proposals for regulatory acts relevant to its objectives;
• develop and implement methodologies and procedures to identify financial institutions and structures with systemic relevance, without prejudice to the relevant powers attributed to the individual Authorities participating in the Committee by their sectoral regulations.

Through the Authorities represented in it, the Committee may request data and information necessary for the exercise of its functions from public and private entities that carry out activities relevant to financial stability, even if not subject to supervision.

The Committee meets at least twice a year and publishes the decisions taken and the minutes of the meetings, unless this poses a risk to financial stability. By 31 March of each year, it submits a report on its activities to the Government and Parliament.

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• The document relating to the total voluntary takeover bid launched, pursuant to Articles 102 et seq. of Italian Legislative Decree no. 58 of 1998, by CIR Spa, on ordinary shares issued by CIR Spa has been approved (resolution no. 23321 of 20 November 2024).

• The prospectus relating to the option offer of ordinary shares issued by Banca Ifigest Spa has been approved (decision of 20 November 2024).
• The prospectus relating to the offer and admission to trading on the star segment of Euronext Milan, organised and operated by Borsa Italiana Spa, of the ordinary shares Landi Renzo Spa resulting from the optional capital increase has been approved (decision of 20 November 2024).
• The prospectus concerning: (i) the offer and admission to trading on the star segment of Euronext Milan, organised and operated byBorsa Italiana Spa, of the ordinary shares of doValue Spa resulting from the optional capital increase; (ii) the admission to trading on the aforementioned market of the ordinary shares resulting from the capital increase serving the conversion of the bond loan has been approved (decision of 20 November 2024).
• The registration document issued by Mediobanca-Banca di Credito Finanziario Spa relating to an offer of securities other than equity securities aimed at retail investors was approved (decision of 20 November 2024).

• Order, pursuant to Article 7-octies, letter b) of Italian Legislative Decree no. 58 of 24 February 1998 (Consolidated Law on Finance) to cease infringement of Article 18 of said Consolidated Law on Finance, put in place by:
  • 2139 Exchange via the website https://2139q.com (resolution no. 23325 of 20 November 2024);
  • Macan Holdings Ltd via the website https://macan-holdings.limited and page https://cfd.macanholdingslimited.com (resolution no. 23324 of 20 November 2024);
  • Vergomarkets via the website https://www.vergomarkets.co (resolution no. 23322 of 20 November 2024);
  • Wellvest via the website www.wellvest.pro (resolution no. 23326 of 20 November 2024);
  • IBSMarkets via the website https://ibsmarkets.net (resolution no. 23323 of 20 November 2024).

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• Based on the provisions of article 147-ter of Legislative Decree no. 58/1998 (Consolidated Law on Finance) and articles 144-ter et seq. of the Issuers’ Regulation, the Head of Consob’s Issuers’ Supervisory Division has determined the minimum shareholdings for the submission of the slates of candidates for the election of the board of directors and internal control bodies of the company I Grandi Viaggi Spa, whose financial year ended on 31 October 2024 (threshold identified at 2.5%). The full text of management decision no. 118 of 19 November 2024 is available on the website www.consob.it, accompanied by the table with the criteria used to determine the qualifying shareholding.

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