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
Signs of renewed interest in Italian listed companies from institutional investors - Consob's latest report on corporate governance has been published - For the first time an Addendum provides a snapshot of the interaction between companies and stakeholders
Watch for Scams! Abusive financial services: Consob blacks out 7 abusive websites
World Investor Week 2025: Themes for the 9th Edition Announced
Fidia Spa: Consob authorises the prospectus for admission to listing of new shares

Commission decisions

- NEWS OF THE WEEK -

Consob's annual meeting with the financial market was held on Friday 20 June, which concluded the celebrations for the Authority's fiftieth anniversary. The Annual Report for 2024 and Chairman Paolo Savona's speech to the financial market are available on the Consob website.

A video of the event is available at the following link: https://www.youtube.com/watch?v=MrUfwUQrDEc.

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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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Signs of renewed interest in Italian companies listed on the stock exchange from institutional investors. 2024 showed an increase (27% up from 24% the previous year), for the first time since 2019, in the share of companies in Piazza Affari with institutional investors among their shareholders, in particular foreign investors (21.5% of companies vs. 19% in 2023).

This is one of the figures in the latest Report on the corporate governance of Italian listed companies published on 17 June 2025 by Consob.

For the first time, in a specific Addendum, the Report tackles a mapping of the interactions between companies, shareholders and other stakeholders, which – based on a sample survey – accounts for an intense dialogue with the various stakeholders.

The Report also confirms, inter alia, the growing attention of Boards of Directors towards ESG issues on environmental, social and corporate governance sustainability. At the end of 2023, sustainability committees were present in 68% of companies, compared to 61% in 2022 and 20% in 2017.

The study also highlights the fact that the presence of women in the corporate bodies of listed companies stands at 43% of the positions, therefore above the minimum threshold established by law (40%). The percentage of companies in which women are equally or more represented than men on the board of directors is growing compared to previous years (19% of Boards of Directors, compared to 15% in 2023). However, women continue to rarely hold the role of chief executive officer or chairman of the board of directors (2.2% and 3.5% of the positions held by women respectively).

The tenure of administrative positions in more than one listed issuer (interlocking) accounts for 27.6% of women. The figure for women is higher than that for men, as in previous surveys, but shows a gradual and continuous reduction that began in recent years after it reached its maximum figure of 34.9% in 2019.

72 issuers have introduced loyalty shares into the articles of association (vs. 74 in 2023), equal to 14.7% of the total market value. Of these, 10 issuers have made provisions for an increased loyalty vote.

The Report, as indicated above, will be presented and discussed in Rome at the Consob Auditorium on 3 July 2025.

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Consob has ordered the black-out of 7 new websites through which financial services and products are abusively provided: 6 abusive financial intermediation websites and 1 website through which an offer of financial products is carried out in the absence of a prospectus.

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.

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

• "EXT24" (website https://ext247.co e relativa pagina https://my.ext247.co);
• "Rgroupltd" (website https://rgroupltd.cm and pages https://client.rgroupltd.cm and https://webtrader.rgroupltd.cm);
• "Trevorex" (website https://trevorrex.com and related page https://app.trevorrex.com);
• "AHP" (website www.ahpcmg.com);
• "QW Limited" (website www.quantumwins.com and related pages https://webtrader.quantumwins.com and https://mobtrader.quantumwins.com);
• "Tradepower" (website https://tradepower.pro and pages https://client.trade-power.pro and https://bestrader.io);
• "Magnomic Yield Ltd" (website https://magnomicyieldltd.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 1360.

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 prior verification, for websites offering financial services and on crypto assets, that the operator through whom one invests is licensed and, for financial product and crypto asset offerings, that the prospectus or white paper 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 also suspended, as a precautionary measure, for a period of 90 days, the offer to the public residing in Italy concerning the “Plans” called “Starter”, “Advanced” and “Professional” carried out by the so-called “Magnomic Yield Ltd” also via the website https://magnomicyieldltd.com (resolution no. 23606 of 19 June 2025).

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The ninth edition of World Investor Week (WIW), promoted by IOSCO, will take place from 6 to 12 October 2025. This global campaign aims to raise awareness about the importance of financial education and investor protection.

The 2025 edition will focus on three key themes: Technology and Digital Finance, Artificial Intelligence, and Fraud and Scam Prevention, in line with IOSCO’s Roadmap for Retail Investor Online Safety.

Additional topics will include crypto-assets and the fundamentals of investing. Each year, the initiative involves over 100 countries, with events, campaigns, and projects often carried out in collaboration with schools, universities, and stakeholders from the financial sector.”

Consob coordinates the initiative for the Italian territory since the first edition of the WIW.

Below are the links to the IOSCO press release, the website www.worldinvestorweek.org and the Consob LinkedIN post.

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Consob has authorised the prospectus for admission to trading on the Euronext Milan market, organised and operated by Borsa Italiana Spa, of the ordinary shares of Fidia Spa resulting from the execution of a gradual capital increase, in tranches, excluding option rights, to service the conversion of a convertible cum warrant bond loan reserved for subscription to Global Growth Holding Limited.

The Fidia group operates in the production of high-speed milling machines mainly for the automotive and aerospace sectors.

Following the completion of composition proceedings pursuant to Article 161, paragraph 6, of the Bankruptcy Law, in execution of which the Issuer reimbursed the composition debts mainly through the use of financial resources deriving from a convertible bond loan reserved for a single investor, it planned to once again resort to the convertible bond loan reserved for a single investor form of financing. On 21 February 2025, an investment contract was signed with Global Growth Holding Limited ("GGHL") concerning a cum warrant bond loan, convertible into Fidia ordinary shares, for a total nominal amount of EUR 4 million (the "New POC").

On 31 March 2025, the Extraordinary Shareholders' Meeting approved: (i) the issue of the aforementioned bond loan as well as the related capital increase pursuant to Article 2420-bis, paragraph 2, of the Italian Civil Code, in tranches and gradually, with the exclusion of option rights, pursuant to Article 2441, paragraph 5, of the Italian Civil Code, for a maximum amount of EUR 4 million; (ii) the issue of warrants to be assigned free of charge to the subscribers of the New POC, as well as the related increase in share capital to service the possible exercising thereof, for a maximum amount of EUR 2 million.

The prospectus outlines the risk factors related to the economic, equity and financial position, and in particular the risks related to the profitability and business continuity prospects of the Issuer and the Group, as well as to the financial instruments listed.

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• The prospectus for admission to trading on the Euronext Milan market, organised and operated by Borsa Italiana Spa, of the ordinary shares of Fidia Spa resulting from the execution of a gradual capital increase, in tranches, excluding option rights, to service the conversion of a convertible bond loan has been approved (decision of 19 June 2025).
• The Base Prospectus called "Warrants and Certificates Programme IMI Corporate & Investment Banking" relating to a programme for the offer of warrants, covered warrants and certificates issued by Intesa Sanpaolo Spa has been approved (decision of 19 June 2025)

• 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:
  • "EXT24" via the https://ext247.co website and its https://my.ext247.co page (resolution no. 23611 of 19 June 2025);
  • "Rgroupltd" via the https://rgroupltd.cm website and the https://client.rgroupltd.cm and https://webtrader.rgroupltd.cm pages (resolution no. 23612 of 19 June 2025);
  • "Trevorex" via the https://trevorrex.com website and its https://app.trevorrex.com page (resolution no. 23610 of 19 June 2025).
  • "AHP" via the www.ahpcmg.com website (resolution no. 23609 of 19 June 2025);
  • “QW Limited” via the www.quantumwins.com website and its https://webtrader.quantumwins.com and https://mobtrader.quantumwins.com pages (resolution no. 23608 of 19 June 2025);
  • "Tradepower" via the https://tradepower.pro website and the https://client.trade-power.pro and https://bestrader.io pages (resolution no. 23607 of 19 June 2025).

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