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 issues a video on the Ponzi scheme, the "mother of all financial scams" - Entertainment and education to help investors avoid falling into a trap and defend their wallet
Consob controls on the financial and sustainability information of listed companies: Consob establishes the 2025 parameters representing risk for the accuracy and completeness of the information provided for in Articles 89-quater and 89-quinquies of the Issuers' Regulation
Watch for Scams! Abusive financial services: Consob blacks out 13 abusive websites
Crypto-assets: Consob implements the guidelines issued by ESMA
Partial voluntary public exchange offer by BPER Spa on Banca Popolare di Sondrio Spa shares: Consob approves the bid document
Alkemy Spa: Consob has defined the consideration for the commitment to buy and approved the information sheet

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 10:00 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 programme of the event will be available soon.

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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It's a financial scam as old as the hills. However, it is still claiming victims to this day. The core scheme remains the same. Yet it varies on a case-by-case basis. In the age of social media, it runs on the web and on smartphones.

We are talking about the Ponzi scheme, the "mother of all financial scams". From today, a Consob-made video (https://youtu.be/-D39jAGOrVI) re-enacts, in just a couple of minutes, the fraudulent paradigm, warning of the risks, showing investors how not to fall into the trap.

Charles Ponzi, an Italian who emigrated to the United States in the early twentieth century lured by the mirage of making his fortune, became rich indeed, but only for a few months. He then ended up in jail. His trick essentially brought the chain letter back to life and lasted the duration of a single morning, yet it managed to fool thousands of Americans.

Nowadays, the Ponzi scheme is back in action on social media and on the web. Easy money without risk: this is the lure re-purposed in many different variations.

Starting with Ponzi, Consob wished to warn investors with a video, so that they do not allow themselves to be lured in by financial offers, most often without authorisation and therefore abusive, which offer stratospheric gains in a short time and at zero risk.

To find out more, in the section "Watch for scams!" on the homepage of the website www.consob.it you will find the vade mecum for investor protection.

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Consob has established the criteria provided for in Article 89-quater and 89-quinquies, of the Issuers’ Regulation (11971/1999 and subsequent amendments), for the purpose of identifying all listed issuers whose financial and sustainability reporting will be subject to audit (resolution no. 23585 of 4 June 2025).

In particular, taking into account the parameters indicated in Article 89-quater, paragraph 3, and Article 89-quinquies, paragraph 3, for 2025, Consob has established the parameters for the selection of listed issuers to be subject to audit as follows:

1. for the economic-equity and financial data of the companies concerned, the following items:

1. the financial leverage ratio;
2. the operating profitability;
3. the change in the main operating, capital and financial results;

2. as regards the reports received from the issuer's supervisory body and independent auditor, as well as regarding the certifications of the sustainability independent auditor, the following indicators:

• the communications sent to Consob by the supervisory body on the irregularities found in the supervisory activity pursuant to Article 149, paragraph 3, of the Consolidated Law on Finance;
• the independent auditor's reports of reprehensible facts pursuant to Article 155, paragraph 2 of the Consolidated Law on Finance;
• the qualified and adverse opinions, and the statements of impossibility of the auditor to express an opinion, contained in the reports of the audit firm drawn up pursuant to Article 14 of Legislative Decree no. 39 of 2010 and Article 10 of Regulation (EU) no. 537 of 16 April 2014;
• the reports relating to the operation of the internal audit system and other accounting or sustainability aspects deemed relevant;
• the certificate on the sustainability reporting of the issuer with "findings", "negative" or with "declaration of impossibility of expressing an attestation" by the sustainability independent auditor or the statutory audit firm appointed pursuant to Article 8 of Legislative Decree no. 125 of 6 September 2024;

3. as regards the activities on securities, the following elements:

• the trend of the share price;
• net short positions in relation to capital;
• other relevant information obtained from financial analysts;

4. as regards the significant information received from other administrations or stakeholders, the following indicators:

1. the information received from public administrations as defined by Article 1, paragraph 2, of Italian Legislative Decree n. 165 of 2001, from Banca d’Italia, from national and foreign administrative authorities and from the judiciary;
2. the significant information supplied by stakeholders;

5. as regards environmental, social, and governance factors, including respect for human rights and issues related to the fight against active and passive corruption, related to the companies concerned:

• the climate impact risk of the relevant industrial sector;
• the intensity rate of carbon emissions;
• relevant elements regarding the risk of greenwashing, in light of the relevance assumed by ESG factors concerned in raising capital and remuneration policies;

6. as regards additional parameters not expressly identified by Articles 89-quater and 89-quinquies, the following indicators:

1. Consob’s inspection or investigation activities that have led to the activation of powers to appeal or reports to the Judiciary for issues subject to prosecution or for which Consob has reported or detected critical issues with regard to the completeness or accuracy of the information;
2. the outcomes of the supervisory activity carried out by Consob on certain companies, especially in cases where it is deemed necessary to continue supervisory investigations on specific aspects of the issuer's information;
3. information obtained from the media, which is specific in nature and may have a significant impact on compliance with the relevant regulatory framework for the financial or sustainability reporting of the issuer;
4. useful elements, obtainable from external sources, which: (i) estimate the probability of default of the issuers implicit in the performance of the stock market, and (ii) summarise the degree of sustainability of the company, in the three dimensions: environmental, social and governance;
5. the seniority history of each company in the previous selections, and the potential impact on the market of the non-compliance of the information provided;

Consob has also established the criteria for the random selection of issuers to be audited, also taking into account the purpose of promoting the rotation of issuers.

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Consob has ordered the black-out of 13 new websites through which financial services are abusively offered or services for crypto-activities are abusively provided: 4 abusive financial intermediation websites, 1 website through which an offer of financial products is carried out in the absence of a prospectus and 8 sites through which crypto currency services are abusively provided.

The Authority made use of the powers deriving from the “Growth Decree” (“Decreto crescita” - Law No. 58 of 28 June 2019, Article No. 36, paragraph 2-terdecies), regarding the blacking out of the websites of abusive financial intermediaries, as well as of the power introduced by Law No. 8 of 28 February 2020, Article No. 4, paragraph 3-bis, regarding the blacking out of the website by means of which the abusive offer is carried out and of the powers introduced by the MiCAR regulations (Regulation (EU) 2023/1114 and Legislative Decree No. 129 of 5 September 2024) regarding the blacking out of websites by means of which services for crypto-assets are provided to Italian savers in the absence of the prescribed authorizations.

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

• “CaptinCapital” (website www.captincapital.org);
• “Mercato del Futuro” (website https://mercatodelfuturo.com and related pages https://clients.mercatodelfuturo.com and https://trading.mercatodelfuturo.com);
• “Sector-Fusion” (website www.sector-fusion.com and related page https://webtrader.w1e2b3tr4d3r.com);
• “3Afund” (website www.3-afund.com);
• “Cfw896” (website https://cfw896.it);
• “Lumex” (websites https://stratoslumex.com and https://stratoslumex.net);
• “Tmxa” (website https://60yg.com);
• “Uyr968” and “Fwq367” (websites https://uyr968.it and https://fwq367.it);
• “Syk755” (website www.syk755.it);
• “Pxm266” (website https://pxm266.it);
• “GenixLimited” (website https://genixlimited.com).

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 1349.

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 behaviors, 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 has implemented the Guidelines of the European Securities and Markets Authority (ESMA) issued with the purpose of specifying the conditions and criteria to determine whether a crypto-asset should be classified as a financial instrument and, therefore, ensure the common, uniform and consistent application of the provisions referred to in Article 2, paragraph 4, letter a) of the MiCAR. Furthermore, these guidelines provide clarifications on certain features of utility tokens, NFTs and hybrid tokens (Consob notice of 3 June 2025).

The guidelines also contain examples for illustrative purposes which, while aiming to provide clarity and support in the assessment by national competent Authorities and market participants, should not replace a comprehensive assessment aimed at determining whether a crypto-asset should be classified as a financial instrument and therefore should not be interpreted as a definitive classification or replace the necessary case-by-case analysis.

The guidelines are available on ESMA's website "Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments", and on Consob's official website, along with the full text of the "Final Report", useful in facilitating the correct application of the guidelines.

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Consob has approved the document relating to the full voluntary exchange tender offer launched, in accordance with Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 1998, by BPER Banca Spa on ordinary shares issued by Banca Popolare di Sondrio Spa (resolution no. 23581 of 4 June 2025).

The bid covers a maximum of 451,835,777 ordinary shares of BP Sondrio, listed on the Mercato Telematico Azionario (MTA market) (including the treasury shares held by the Issuer), equal to 99.66% of the share capital of the issuer – that is, equal to the total of all the BP Sondrio shares minus the 1,550,000 shares of the issuer, equal to approximately 0.34% of the related share capital, purchased by the bidder.

For each BP Sondrio share contributed to the bid, the subscribers to the bid will receive a consideration equal to 1.450 newly issued ordinary shares of the bidder, adjusted if necessary in accordance with the distribution of dividends by the Issuer and/or the bidder or operations on the capital and/or shares of the Issuer.

The subscription period of the bid will begin on 16 June 2025 and will end on 11 July 2025, any reopening of the terms will take place from 21 to 25 July.

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Consob has determined the consideration at €12.00 per share for the implementation of the commitment to buy referred to in Article 108, paragraph 2, of Legislative Decree no. 58 of 1998 (Consolidated Law on Finance, "TUF") (the "Commitment to Buy"), relating to the ordinary shares issued by Alkemy Spa, arising for Retex Spa (a "benefit" corporation, not listed on any regulated market, controlled by Fsi Sgr Spa) and to the persons acting in concert with it, pursuant to Articles 108, paragraph 4, of Legislative Decree no. 58 of 1998 ("TUF"), and Article 50, paragraph 7, of Consob Regulation no. 11971/1999 (Issuers' Regulation) (resolution no. 23582 of 4 June 2025) and has approved the information sheet relating to the procedure for the implementation of the commitment to buy (resolution no. 23583 of 4 June 2025), pursuant to Article 102, paragraph 4, “TUF”.

The full voluntary takeover bid launched by Retex on the shares issued by Alkemy, a company listed on Euronext Milan, and aimed at delisting, was approved by Consob with resolution no. 23215 of 24 July 2024 (see "Consob Informa" no. 28/2024).

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• The document relating to the full voluntary exchange tender offer launched, in accordance to Articles 102 and 106, paragraph 4, of Legislative Decree no. 58 of 1998, by BPER Banca Spa on ordinary shares issued by Banca Popolare di Sondrio Spa has been approved (resolution no. 23581 of 4 June 2025).
• Pursuant to Article 108, paragraph 4, of Italian Legislative Decree No. 58 of 1998, the consideration has been defined and the information sheet referred to in Article 50-quinquies, paragraph 4, of Consob Regulation no. 11971/1999, as amended, has been approved for the implementation of the commitment to buy relating to the shares issued by Alkemy Spa for Retex Spa (resolution no. 23582 of 4 June 2025 and resolution no. 23583 of 4 June 2025).

• The registration document for securities other than equity securities aimed at retail investors and the information note relating to the program for the public offering of certificates of Banco Bpm Spa have been approved.
• The first supplement to the Registration document and the information note of Cassa Depositi e Prestiti Spa has been approved.

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:

• “CaptinCapital” via the website www.captincapital.org (resolution no. 23588 of 4 June 2025);
• “Mercato del Futuro” via the website https://mercatodelfuturo.com and its pages https://clients.mercatodelfuturo.com and https://trading.mercatodelfuturo.com (resolution no. 23589 of 4 June 2025);
• “Sector-Fusion” via the website www.sector-fusion.com and its page https://webtrader.w1e2b3tr4d3r.com (resolution no. 23590 of 4 June 2025);
• “3Afund” via the website www.3-afund.com (resolution no. 23587 of 4 June 2025).

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 by:

• Cfw896” via the website https://cfw896.it (resolution no. 23594 of 4 June 2025);
• “Lumex” via the website https://stratoslumex.com and https://stratoslumex.net (resolution no. 23591 of 4 June 2025);
• “Tmxa” via the website internet https://60yg.com (resolution no. 23593 of 4 June 2025);
• “Uyr968” e “Fwq367” via the websites https://uyr968.it and https://fwq367.it (resolution no. 23592 of 4 June 2025);
• “Syk755” via the website syk755.it (resolution no. 23596 of 4 June 2025);
• “Pxm266” via the website https://pxm266.it (resolution no. 23595 of 4 June 2025).

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• The Head of the Intermediary Supervision and Investor Protection Division of Consob has accepted the request for forfeiture due to the express waiver by Amaranto Investment Sim Spa of the authorisation to carry out investment services in investment advice, referred to in Article 1, paragraph 5, letter f) of Legislative Decree no. 58/1998 and of the order execution service on behalf of customers, referred to in Article 1, paragraph 5, letter b) of Legislative Decree no. 58/1998, and the deletion of the same from the register of Italian investment firms, referred to in Article 20, paragraph 1, of the same decree. The full text of management decision no. 135 of 6 June 2025 is available on the website at www.consob.it.

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