News of the week:
CONSOB's annual meeting with the financial market
Save the date: 3 July 2025 - Corporate governance in Italy. Analysis of the tools for enhancing voting rights
Consob sends an alert on proposals for investment in crypto-assets linked to fake online job offers - Four unauthorised websites blacked out
Sanctioning procedures: Consob gives the green light to regulatory changes Detailed rules have been defined for the alternative "commitments" instrument an innovation aimed at improving the attractiveness of the Italian financial market
Amendments to the Issuers' Regulation on the approval of the prospectuses on non-equity securities

Commission decisions
Management decisions

- NEWS OF THE WEEK -

On Friday 20 June 2025, CONSOB's annual meeting with the financial market will be held. The meeting is at 11:00 in Milan in Piazza Affari at the headquarters of Borsa Italiana in Palazzo Mezzanotte. The meeting will bring the celebrations for the 50^th Anniversary of the Authority to a close. The live stream will be provided.

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CONSOB, the Italian Committee for Corporate Governance and Assonime present the meeting on Corporate governance in Italy - Analysis of voting rights enhancement mechanisms, which will be held on 3 July from 9:30 am to 12:45 am, at the CONSOB Auditorium, Via C. Monteverdi 35, Rome.

During the meeting, the following will be presented:

- the CONSOB Report on the corporate governance of Italian listed companies, which provides evidence on ownership structures, corporate boards, annual general meetings and related party transactions, based on data obtained from supervisory statistical reports and public information;

- the Report of the Italian Corporate Governance Committee, which assesses the state of implementation of the Corporate Governance Code and makes recommendations to companies for its more effective application;

- the Report of Assonime-Emittenti Titoli, which provides an in-depth analysis of the corporate governance of Italian listed companies in the light of the guidelines set out in the Corporate Governance Code.

The detailed program of the event is reported in the poster.

In-person participation is free until the capacity of the room is reached. Please register your participation at: https://www.consob.it/web/consob-and-its-activities/enrollments.

The event will also be available for streaming at the following link: https://youtube.com/live/wjRNajIjOIM.

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Consob has issued a Warning (available only in Italian) to savers about the growing spread of the phenomenon of fake online job offers by which the performance of generic activities (such as, for example, clicking links, subscribing to websites, putting likes on commercial products/services, writing reviews and the like), linked to the performance of transactions on crypto currencies from which an additional opportunity to earn money would arise (the so-called task scam). These proposals, conveyed mainly through social networks, induce users to operate through websites that can be traced back to abusive service providers on crypto currencies and take the form of deceptive initiatives aimed at acquiring the users' own money and personal data.

Consob, in countering this phenomenon, has also ordered, pursuant to the European discipline on crypto-assets (Mica Regulation) the blacking out of four websites through which services for crypto-assets were provided to Italian savers in the lack of the prescribed authorizations.

Below are the sites which Consob issued to blackout:

- https://hct685.it;

- https://sdh878.it;

- https://skillnexp.top;

- https://ymg686.it.

The number of websites blacked out since July 2019, when Consob got the power to order that the websites of fraudulent financial intermediaries be blacked out, has thus risen to 1353.

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 to make informed investment choices, adopting common sense behaviours, essential to safeguard their savings: these include, for websites that offer financial services, checking in advance that the operator with whom they are investing is authorized, and, for offers of financial products, that a prospectus has been published.

To this end, Consob would remind you that on the website www.consob.it there is a section on the homepage, "Watch for Scams!", providing useful information to warn investors against financially unauthorized initiatives.

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Consob launches the regulatory changes (Resolution No. 23597 of 4 June 2025, available only in Italian) on sanctioning proceedings.

At the end of a consultation with the financial market (available only in Italian) that began last January, Consob has defined the detailed rules governing the use of the instrument of "commitments"; an innovation introduced by Article No. 196-ter of the Consolidated Law on Finance (Tuf) as a result of the "Law on Capitals" of March 2024.

The provision of "commitments" makes it possible for the early termination of the sanctioning proceedings without the sanction. The prerequisite, however, is that the recipient of Consob's charges undertakes to the regulatory and supervisory authority and the market to take remedial measures.

This way, Italy is aligning itself with the more advanced practices of European countries, which already adopted alternative settlement mechanisms for sanction proceedings. The regulatory intervention is part of the broader effort to improve the attractiveness and competitiveness of the Italian financial center (piazza finanziaria) in the European and non-European context.

Specifically, the regulation provides, by the way, a 30-day peremptory deadline for the submission of the commitment proposal (with the possibility of supplementing the application in the following 30 days). Consob examines the proposal, decides whether to approve or reject it and, if it is approved, publishes the outcome on its website.

The new rules will come into effect the day after its publication in the Official Gazette.

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The Commission, following the consultation with the market, has approved some amendments to the Issuers' Regulation regarding prospectuses relating to "non-equity" securities.

The aim is to ensure fast authorisation time for this type of information prospectus (Resolution No. 23574 of 28 May 2025).

The amendments to the Regulation introduced the new Article No. 8-bis ("Definition of the procedure for approving the prospectus by personnel with managerial qualifications") through which:

(i) the person was identified, among the "personnel with managerial qualifications", to whom the competence for adopting the final act of approval of the prospectus is attributed;

(ii) the objective scope of application of the regulatory intervention was defined, limiting it to bond prospectuses only;

(iii) the exceptional cases were identified in which the competence for prospectus approval remains attributed to the Commission;

(iv) and, finally, periodic information flows were provided for the Commission regarding the authorised prospectuses.

A further amendment concerns the adoption of the certificate of approval and, in particular, Article No. 8-bis specifies that in cases of approval of the prospectus by the Divisional Manager or the Deputy Manager, the latter shall also adopt the certificate of approval provided for in Article No. 25 of Regulation (EU) 2017/1129 (Prospectus Regulation).

The report explaining the results of the consultation and the contributions received are published on Consob's website, section Regulation/Consultations concluded.

All documents are available only in Italian.

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- The summary note relating to the programme for the offer and/or listing of plain vanilla bonds and the summary note relating to the programme for the offer and/or listing of structured bonds issued by Banco Bpm Spa has been approved (decision of 12 June 2025).

- The registration document of FinecoBank Spa relating to the offer of non-equity securities to retail investors has been approved (decision of 12 June 2025).

- The Leonardo Spa Base Prospectus relating to the "EUR 4,000,000,000 Euro Medium Term Note Programme" has been approved (decision of 12 June 2025).

The authorisation of Leonardo Capital Sim Spa to provide investment services/trading on own account and placement without irrevocable commitment to the issuer referred to in Article 1, paragraph 5, letters a) and c-bis), of Legislative Decree no. 58/1998 (resolution no. 23603 of 12 June 2025) has been extended.

Order, pursuant to Article 94(1)(h) of Regulation (EU) 2023/1114 ("MiCAR") and Article 4(1) of Italian Legislative Decree no. 129/2024 to cease the infringement of Article 59 of the MiCAR carried out through the following websites

- https://hct685.it; https://sdh878.it; https://skillnexp.top; https://ymg686.it (resolution no. 23604 of 12 June 2025).

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• The Head of the Intermediary Supervision and Investor Protection Division of Consob has accepted the request for revocation by express waiver of Backtowork24 S.r.l. of the authorisation to carry out the crowdfunding service referred to in Article 2, paragraph 1, letter a, sub ii), of Regulation (EU) 2020/1503 (management decision no. 136 of 10 June 2025). The relevant information on the determination will be notified to ESMA for the purpose of changing the Register of crowdfunding services providers referred to in Article 14 of Regulation (EU) 2020/1503.

The Head of the Auditor Supervision Division has determined the publication of the list containing the auditors and audit firms that during the calendar year 2024 recorded less than 15% of the total fees for auditing by public interest entities, pursuant to Article 16 (3) (3) of Regulation (EU) No 537/2014 ("European Regulation"). The full text of management decision no. 137 of 11 June 2025 is available on the website www.consob.it.

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