Legal Framework


crowdfunding] (as amended by Resolutions no. 21110 of 10 October 2019 and no. 21259 of 6 February 2020) - in force from 16 February 2020. [With Resolution no. 21315 of 25 March 2020 Consob has extended by 60 days the sending deadline established by art. 21, paragraph 3, of Regulation no. 18592/2013, concerning the obligations of communication of data and news and the transmission of documents and documents by the managers of online portals]

Regulation on “the collection of capital via on-line portals”[1] (adopted by Consob with Resolution no. 18592 of 26 June 2013 and successively amended by resolutions no. 19520 of 24 February 2016, no. 20204 of 29 November 2017 and no. 20264 of 17 January 2018, no. 21110 of 10 October 2019 and no. 21259 of 6 February 2020[2]

The amendments made by Resolutions no. 21110 of 10 October 2019 and no. 21259 of 6 February 2020 are indicated in bold type.

CONTENTS

PART I – GENERAL PROVISIONS
Article 1 - Legislative sources
Article 2 - Definitions
Article 3 - Procedures for communication and transmission to Consob

PART II - REGISTER AND RULES FOR PORTAL MANAGERS

Title I – Establishment of the Register
Article 4 - Register
Article 5 - Register content
Article 6 - Public disclosure of the register

Title II – Registration and cancellation from the register
Article 7 - Registration authorisation procedure
Article 7-bis - Capital requirements of managers
Article 8 - Integrity requirements for the controlling shareholders
Article 9 - Integrity and professional requirements for the persons who perform managerial and supervisory functions
Article 10 - Effects of the loss of the integrity requirements
Article 11 - Suspension from the office as persons who perform managerial and supervisory functions
Article 11-bis Expiry of the authorisation
Article 12 - Cancellation from the register

Title III - Rules of conduct
Article 13- The portal manager's obligations
Article 14 - Information on the portal management
Article 15 - Information on investment in financial instruments via portals
Article 16 - Information on the offer
Article 17 - Obligations relative to the processing of investors' adhesion orders
Article 18 - Obligations in protection of investors connected to the operational risks
Article 19 - Confidentiality obligations
Article 20 - Document archiving
Article 20-bis - Procedures for reporting infringements (Whistle-blowing)
Article 21 - Notice to Consob

Title IV - Sanctions and precautionary provisions
Article 22 - Precautionary provisions
Article 23 - Sanctions

PART III - RULES ON OFFERS VIA PORTALS

Article 24 - Conditions relative to offers on the portal
Article 25 - Funding and right of revocation
Article 25-bis - Electronic board

Annex 1 - Instructions for the presentation of the application for entry on the managers' register and for communication for annotation in the special "bidder"

Annex 2 - Report on the company's business and organisational structure

Annex 3 - Information on the offer


PART I
GENERAL PROVISIONS

Article 1
(Legislative sources)

1. This regulation is adopted pursuant to articles 50-quinquies and 100-ter of Italian Legislative Decree n° 58 of 24 February 1998.

Article 2
(Definitions)

1. For the purposes of this Regulation:

a) «Consolidated Law»" shall mean Legislative Decree n° 58 of 24 February, 1998;

b) «decree» shall mean decree law n° 179 of 18 October 2012 converted, with amendments, by law n° 221 of 17 December 2012 introducing “Further urgent measures for the growth of the Country”;

c) «bidder»:

01) small and medium-sized enterprises, as defined by Article 2, paragraph 1, letter f), introductory sentence, of EU Regulation no. 2017/1129 of 14 June 2017, organised in form of company according to the law of a member State of the European Union or participant to the agreement on the European Economic Area;

1) innovative start-up companies, including start-ups with a social vocation, as defined by Article 25, paragraphs 2 and 4, of the decree and tourism start-ups pursuant to Article 11-bis of Decree Law no. 83 of 31 May 2014, converted with amendments by Law no. 106 of 29 July 2014, that follows the dimensional limitations of number 01);

2) innovative small and medium enterprises (“innovative SME”), as defined by Article 4, paragraph 1, of Decree-Law no. 3 of 24 January 2015, converted with amendments by Law no. 33 of 24 March 2015;

3) the collective investment schemes (“UCI”) which invest mainly in small and medium-sized enterprises;

4) corporations which invest mainly in small and medium-sized enterprises[3];

d) “portal”: the on-line platform with the exclusive purpose of facilitating the collection of capital on the part of the bidders[4];

e) “manager”: the subject which professionally practises the portal management service for the collection of capital for the bidders and entered on the specific register kept by the Consob[5];

e-bis) «the entities that receive and complete the orders» shall mean banks, investment firms, EU investment firms, non-EU companies other than banks and, for orders of UCI shares, the relative managers[6];

e-ter) “UCI that invests mainly in small and medium-sized enterprises”: the collective investment entity which allocates at least 70% of the capital collected in small and medium-sized enterprises[7];

e-quarter) “corporations which invest mainly in small and medium-sized enterprises”: the corporations whose financial fixed assets, recorded in the last financial statement deposited, are made up by at least 70% of financial instruments of small and medium-sized enterprises[8];

f) «control» shall mean the case in which an individual, a legal entity or several persons jointly, hold, directly or indirectly, also through shareholders' agreements, the majority of the votes which can be exercised at the ordinary shareholders' meeting, or with sufficient votes to exercise a dominating influence on the ordinary shareholders' meeting;

g) “offer”: the offer to the public carried out exclusively via one or more portals for the collection of risk capital; pursuant to article 100-ter, paragraph 1, of the Consolidated Law[9];

h) «financial instruments»: the shares or units representing the share capital or the UCITS units and the bonds and debt securities which are offered to the public through the portals[10];

i) «register» shall mean the register held by the Consob pursuant to article 50-quinquies of the Consolidated Law;

j) «professional investors»: the professional customers qualified as such by law or at their own request, identified in Annex 3, points I and II, of the Consob Regulation on intermediaries, adopted with resolution no. 20307 of 15 February 2018 and successive amendments, and the professional customers qualified as such by law or at their own request identified by Articles 2 and 3 of Ministerial Decree no. 236 of 11 November 2011 issued by the Ministry of Economy and Finance[11].

Article 3
(Procedures for communication and transmission to the Consob)

1. All the applications, communications, deeds, documents and all other information required by this regulation are transmitted by certified e-mail (PEC) to the address portalicrowdfunding@pec.consob.it.

PART II
REGISTER AND RULES FOR PORTAL MANAGERS

Title I
Establishment of the register

Article 4
(Register)

1. The register of the portal managers has been established pursuant to article 50-quinquies, paragraph 2, of the Consolidated Law.

2. A special section is annexed to the register, listing the investment firms, EU investment firms, non-EU companies other than banks authorised in Italy and the managers referred to in article 1, paragraph 1, letter q-bis) of the Consolidated Law, limited to the offer of UCI shares that invest mainly in small and medium-sized enterprises and banks, authorised to the related investment services, that inform Consob, before starting operations, on the management of a portal as contemplated by Annex 1[12].

Article 5
(Register content)

1. For each portal manager registered, the following information shall be provided:

a) the authorising resolution and the registration order number[13];

b) company name;

c) Internet site address of the portal and the corresponding hypertext link;

d) the registered office and the head office;

e) the permanent seat in the Italian Republic for EU entities[14];

f) details of any sanctions and precautionary provisions adopted by the Consob and the corresponding hypertext link[15];

g) the type of activity carried out[16].

2. The special section of the register provides:

a) company name;

b) Internet site address of the portal and the corresponding hypertext link;

c) details of any sanctions and precautionary provisions adopted by Consob and the corresponding hypertext link[17];

d) the type of activity carried out[18].

Article 6
(Public disclosure of the register)

1. The register is published in the "Registers and Lists" section of the electronic Consob Bulletin.

Title II
Registration and cancellation from the register
[19]

Article 7
(Registration authorisation procedure) [20]

1. The application for registration authorisation is drafted pursuant to the provisions set forth by Annex 1 and it must be accompanied by a report on the company's activity and the organisational structure, including an illustration of any outsourcing of essential operational functions to third parties, drafted pursuant to Annex 2[21].

2. The Consob shall verify the regularity and the completeness of the application within seven working days of receipt and shall inform the applicant company of any missing documentation, which must be sent to Consob within thirty working days from receiving the communication, on penalty of inadmissibility[22].

3. During the investigation, the Consob may request further information with regard to:

a) the applicant company;

b) persons who perform managerial and supervisory functions for the applicant company;

c) persons holding the control of the applicant company;

c-bis) to any subject, also abroad[23].

In such a case, the deadlines established for the completion of investigations shall be suspended from the date of request for information until the date of receipt and for a period in any case of no more than thirty working days, on penalty of inadmissibility[24].

4. Any change to elements relevant for decision-making purposes that may arise during the inquiry, or relevant amendments made to the report contemplated by Annex 2, shall immediately be brought to the Consob’s attention. The applicant company shall submit the related documentation within seven working days of the event. The deadlines established for completion of investigations shall be interrupted from the date of receipt of the statement of changes until the date of receipt by the Consob of the related documentation[25].

5. The Consob will resolve upon the application within sixty working days. The authorisation is denied if the applicant company does not have the requirements set forth by article 50-quinquies of the Consolidated Law and by articles 7-bis, 8 and 9, or when the assessment of the contents of the report contemplated by Annex 2 do not guarantee the applicant company's capacity to correctly manage a portal[26].

Article 7-bis
(Capital requirements of managers)

1. For the purpose of registering and staying in the same register, managers must stipulate a liability insurance coverage policy for damages to customers from the exercise of one’s professions, which will include:

a) for each request for compensation, a coverage of at least twenty thousand euro and

b) for the total amount of claims, a coverage of at least one million euros per year for the managers who directly carry out the verification required by article 13, paragraph 5-bis, and at least five hundred thousand euros per year for the other managers.

2. Loss of capital requirements indicated in paragraph 1 will result in the forfeiture of the authorization, unless these requirements are reconstituted within the maximum period of two months.

3. During the period referred to in paragraph 2, the manager shall not publish new tenders and those in progress shall be suspended until the requisites are re-established[27].

Article 8
(Integrity requirements for the controlling shareholders)

1. For the purpose of registration and to remain on the register, the controlling shareholders of the applicant company must declare, under their own responsibility and according to the terms and conditions indicated in Annex 1, that:

a) they have not been debarred, disqualified or sentenced to punishment involving debarment, even temporary, from holding public office, and that they have the capacity to exercise a directorship;

b) they have not been the subject of precautionary measures imposed by the judicial authority under legislative decree n° 159 of 6 September 2011, as subsequently amended, without prejudice to the effects of rehabilitation;

c) they have not been condemned in an unappealable judgement, without prejudice to the effects of rehabilitation, and sentenced to:

1) imprisonment for one of the offences provided for in the legislation on banking, financial, securities and insurance activities or in the legislation on securities markets and securities or payment instruments;

2) imprisonment for one of the offences contemplated by title XI of book V of the civil code and by Royal Decree n° 267 of 16 March 1942;

3) imprisonment for a term of not less than one year for a crime against the public administration, public faith, public heritage, public order or public economy or for a tax crime;

4) imprisonment for a term of not less than two years for any intentional crime;

d) that they have not been sentenced to one of the punishments referred to in letter c) with a judgement which applies the punishment at the request of the parties, unless the offence has been cancelled;

d-bis) of not having been sentenced in foreign states to penalties or other sanctions for cases such as those which would involve, under Italian law, the loss of the requisites of integrity[28].

1-bis. If no shareholder has control, paragraph 1 applies to the shareholders who hold stakes of at least twenty percent of the share capital[29].

2. If the control or the shareholder indicated under paragraph 1-bis are held by one or more corporate entities, the integrity requirements referred to in paragraph 1 must be held by the directors and the general manager or the persons holding equivalent offices, and by the natural persons who control such corporate entities[30].

Article 9
(Integrity and professional requirements for the persons who perform managerial and supervisory functions)

1. For the purpose of registration and to remain on the register, persons who perform managerial and supervisory functions must meet the integrity requirements indicated by article 8, paragraph 1.

2. The subjects indicated under paragraph 1 are chosen according to professional standing and skill among people who have gained proven experience of at least two years in:

a) acting as directors, members of the supervisory body or senior managers of firms;

b) performing professional activities related to the credit, financial securities or insurance sector;

c) university teaching in legal or economic subjects;

d) administrative or managerial functions in public or private entities or government departments related to the credit, financial, securities or insurance sector or in public entities or government departments not related to such sectors provided the functions involve the management of economic-financial resources.

3. Persons who have gained proven work experience of at least two years in the industrial, information technology or technical-scientific, and highly innovative sectors, or teaching or researching in the same fields, can be members of the body which performs administrative functions, without having executive roles, and provided that the majority of the members meet the requirements of paragraph 2.

4. The persons who perform managerial and supervisory functions for a portal manager entered in the register may not assume or exercise equivalent positions for other companies which carry out the same activity, unless such companies belong to the same group.

Article 10
(Effects of the loss of the integrity requirements)

1. The controlling shareholders and the persons who perform managerial and supervisory functions of a portal manager shall immediately inform the relative management and supervisory bodies of the loss of the integrity requirements.

2. In the case of the loss of the integrity requirements indicated under paragraph 1, the authorisation of the portal manager concerned shall expire unless said requirements are restored within a maximum term of two months[31].

3. During the period contemplated under paragraph 2, the portal manager cannot publish new offers and those in progress shall be suspended as of the communication required pursuant to paragraph 1 and shall lapse on the expiry of the two month term, unless the prescribed requirements are restored.

Article 11
(Suspension from the office as persons who perform managerial and supervisory functions)

1. The person who performs managerial and supervisory functions for a portal manager will be suspended if:

a) they are subjected to an appealable sentence for one of the offences provided by article 8, paragraph 1, letter c);

b) application is made at the request of the parties of one of the sanctions provided by article 8, paragraph 1, letter c), with an appealable sentence;

c) provisional application is made for one of the measures provided by articles 67 and 76, paragraph 8, of legislative decree n° 159 of 6 September 2011;

d) application is made for a personal precautionary measure.

2. The body performing management functions must declare the suspension by specific resolution within thirty days from having knowledge of the events contemplated under paragraph 1 and must include the revocation among the items on the agenda at the next shareholders' meeting if the reason for the suspension is one of those indicated in paragraph 1. In the cases provided by letters c) and d) of paragraph 1, the suspension from the office shall apply in any case for the entire duration of the measures.

Article 11-bis [32]
(Expiry of the authorisation)

1. The managers start the execution of the activity within the term of six months from the date of the relative authorisation, on penalty of expiry of the said authorisation.

2. The managers who have interrupted the execution of the activity will resume it within the term of six months, on penalty of expiry of the relative authorisation.

3. The managers who intend to forfeit the authorization to execute the activity shall submit a specific request to Consob[33].

4. In the case referred to in the previous paragraph, Consob, during the investigation, may request information from:

a) the applicant company;

b) those who perform administrative, management and control functions with the applicant company;

c) any other entity, including foreign ones[34].

5. The deadline for the conclusion of the proceedings shall be suspended from the date on which the request for information is sent up to the date of receipt of the same[35].

6. Consob shall act within the period of sixty working days from the date when proceedings are initiated, except as provided for in the preceding paragraph[36].

Article 12
(Cancellation from the register)

1. The Consob shall cancel a portal manager from the register in the following cases:

a) if the authorisation was obtained by presenting false declarations or by any other irregular means[37];

b) loss of the requirements prescribed for registration;

c) failure to pay the supervisory contributions of the amount determined annually by the Consob;

d) adoption of a decision of disqualification pursuant to article 23, paragraph 1, letter b);

d-bis) by effect of the expiry of the authorisation[38].

2. Portal managers cancelled from the register pursuant to paragraph 1 may be re-registered on request:

a) in cases pursuant to paragraph 1, letters b) and c), they again meet the requirements referred to in article 50-quinquies, paragraph 3 of the Consolidated Law, or they have paid the supervisory fee due[39];

b) in cases pursuant to paragraph 1, letter d), three years have passed since the date of the notification of the decision of disqualification.

3. Paragraphs 4, 5 and 6 of article 11-bis also apply to the cases provided for by paragraph 1, letters a), b), and c)[40].

Title III
Rules of conduct

Article 13
(The portal manager's obligations)

1. The portal manager shall operate with diligence, correctness and transparency, preventing any conflicts of interest that may arise in the management of portals from having a negative effect on the interests of investors and bidders and ensuring equal treatment of recipients of offers who are in identical conditions. The manager prepares, implements and maintains an effective policy on conflicts of interest, formulated in writing, which allows to identify the circumstances that generate or could generate a conflict of interest detrimental to one or more investors, and which defines the procedures to be followed and measures to be taken to prevent or manage such conflicts. Only when the procedures and measures established are not sufficient to ensure, with reasonable certainty, that the risk of harming the interests of investors is avoided, the manager, as an extreme measure, will clearly inform them as to the general nature and/or sources of such conflicts and the measures taken to mitigate the related risks. Excessive use by the manager of such communications to investors is to be considered a shortcoming of the policy on conflicts of interest. The manager shall evaluate and periodically review, at least once a year, the policy on conflicts of interest and adopt appropriate measures to remedy any shortcomings[41].

1-bis. The portal manager who intends to offer financial instruments of his own issue or issued by controlling, controlled or jointly controlled entities shall adopt suitable measures to effectively manage the conflict that arises in relation to this type of activity. Such measures include refraining from making such offers where conflicts of interest cannot be adequately managed, so as to avoid negative effects on investors[42].

1-ter. The measures referred to in paragraph 1-bis above include at least the following:

a) the adoption by the portal manager of adequate operational and procedural safeguards to ensure that the instruments covered by the offers are compatible with the characteristics, requirements and objectives of a given market,

b) the execution of the due diligence of the transaction by an independent third party;

c) the execution, by the entities who receive and complete the orders, of the adequacy assessment of the financial instruments being offered, also in the case in which the manager carries out directly the verification provide for by paragraph 5-bis[43].

1-quater. In the cases provided for by paragraph 1-bis, the portal manager shall provide adequate information to customers on the existence of conflicts of interest and on the safeguards adopted for the management of such conflicts, including through appropriate warnings, easily understood by a reasonable investor and written with clear and concise language and legible size characters[44].

2. The portal manager shall make available to the investors, in a detailed, correct and not misleading manner and without omissions, all the information regarding the offer that is provided by the bidder so that the investors can reasonably and completely understand the nature of the investment, the kind of financial instrument offered and the risks related to them, and can take decisions on investment with full awareness[45].

3. The portal manager shall draw to the attention of non-professional investors or investors other than the categories referred to in article 24, paragraph 2 the fact that investments in high risk financial assets should be adequately proportionate to their financial resources. The manager shall not circulate news that is not consistent with the information published on the portal and shall refrain from expressing recommendations regarding the financial instruments of the single offers which could influence the trend of adhesions to the same[46].

3-bis. The portal manager shall draw the attention of the investors on the limitations imposed by article 2412 of the civil code for the issuing of bonds by joint stock companies and by article 2483 of the civil code for the issuing of debt securities by limited companies, as well as on any possible, further, limitations set by the applicable special regulation[47].

4. The portal manager must ensure that the information provided via the portal is updated, accessible for at least 12 months after the closure of the offers and made available to the interested parties upon request for a period of five years from the date of the end of the offer.

5. The portal manager must ensure non-professional investors or investors other than the categories referred to in article 24, paragraph 2 the right to withdraw from the adhesion order, without charge, by communication addressed to the manager in person, within seven days subsequent to the order[48].

5-bis. Outside of the investments carried out by the entities indicated in article 24, paragraph 2-quarter, letter c), the manager checks, for every order received of adhesion to the offers, that the customer has the level of experience and knowledge necessary to understand the essential features and the risks that the investment involves, on the basis of the information supplied pursuant to Article 15, paragraph 2, letter b). If the manager maintains that the instrument is not appropriate for the customer, he warns the same of the situation, also by means of an electronic communications system[49].

5-ter. If the manager has not carried out the check provided for by paragraph 5-bis personally, Article 17, paragraph 3 is applied[50].

5-quater. The manager must ensure that the offers concerning bonds or debt securities are carried out in a section of the portal different from that in which the collection of risk capital is carried out[51].

5-quinquies. The portal manager must ensure that:

(i) for each offer concerning bonds, the limitations set by article 2412 are to be adhered to and that the offers carried out within such limitations are to be intended for the investors identified in article 24, paragraph 2, and 2-quater;

(ii) for each offer concerning debt securities, the limitations set by article 2483 of the civil code are to be adhered to, where applicable, as well as further limitations set by the applicable special regulation[52].

Article 14
(Information on the portal management)

1. The portal must contain, in a summarised and easily comprehensible form, also by means of multimedia techniques, the information regarding:

a) to the manager, including the telephone numbers and e-mail addresses; to the subjects who hold the control or, if there are none, to the subjects who hold stakes of at least twenty percent of the share capital; to the subjects with duties of administration, direction and control; to the insurance covering the professional liability stipulated by the same[53];

b) the activities performed, including the methods for selecting the offers, and any activities outsourced to third parties;

b-bis) at the starting, interruption or resumption date of the activity[54];

c) to the procedures for the management of the orders relative to the financial instruments offered through the portal, specifying whether the manager proceeds directly with the verification referred to by Article 13, paragraph 5-bis or if this is carried out by the entities that receive and complete the orders pursuant to Article 17, paragraph 3[55];

d) any costs charged to the investors;

e) the measures adopted to reduce and manage fraud risks;

f) the measures adopted to ensure the proper handling of the personal data and information received from investors, pursuant to applicable regulations[56];

g) the measures adopted to identify, prevent or manage conflicts of interest[57];

h) the measures adopted to deal with complaints and indication of the address to which complaints must be sent;

h-bis) the measures adopted to ensure the compliance with the limitations set by the civil code and by special regulations for issuing bonds and debt securities by small and medium-sized enterprises [58];

h-ter) the measures adopted to ensure the compliance with article 24, paragraph 2-quater[59];

h-quater) the measures adopted for the management and the functioning of the electronic board, in case of its establishment[60];

i) the mechanisms for the out-of-court resolution of disputes;

j) the aggregate data on the offers made through the portal and on the relative results;

k) the relevant legislation , the indication of the hypertext link to the register and to the investor education section of the Consob website and to the special section of the Register of Enterprises provided by article 25, paragraph 8 of the decree;

l) details of any sanctions and precautionary provisions adopted by the Consob;

m) the initiatives that the portal manager will adopt against bidders in the case of failure to observe the portal functioning rules; if no such initiatives exist, the fact must also be indicated[61].

Article 15
(Information on the investment in financial instruments through portals)[62]

1. The portal manager must provide to investors, in a brief and easily comprehensible form, even by the use of multimedia techniques, the information on the investment in financial instruments through portals, regarding at least: [63]

a) the risk of losing the entire invested capital;

b) the risk that it may be impossible to immediately cash in the investment;

c) the ban on distributing profit of innovative start-ups pursuant to Article 25 of the decree[64];

d) the tax treatment of such investments, with particular regard to the temporariness of benefits and the possibilities of forfeiture of the same, in the case of innovative start-ups and SMEs[65];

d-bis) the limitations of issuing bonds and debt securities set by articles 2412 and 2483 of the civil code and of the applicable special regulations[66];

d-ter) the limitations set by article 24, paragraph 2-quater[67];

e) the exceptions to company law provided for by article 26 of the decree and to the bankruptcy law provided for by article 31 of the decree[68];

e-bis) [redacted][69];

f) the contents typical of a business plan and of the regulations or statute of a UCITS[70];

g) the withdrawal right pursuant to article 13, paragraph 5, and the relative procedures for its exercise.

2. Considering what is provided for by article 13, paragraph 5-quinquies and by article 24, paragraph 2-quarter, the portal manager must ensure that non-professional investors or investors other than the categories referred to in article 24, paragraph 2 may access sections of the portal where it is possible to adhere to the single offers only if they[71]:

a) have read the information of investor education provided by article 14, paragraph 1, letter k) and the information referred to in paragraph 1;

b) given information on his own knowledge and experience to understand the essential features and risks that the financial instruments of the offer involve, if the manager carries out directly the check pursuant to Article 13, paragraph 5-bis. This information refers at least;

i) to the types of services, transactions, carried out also via on-line portals, and financial instruments with which the investor is familiar;

ii) to the nature, the volume and the frequency of the transactions, carried out also through on-line portals, on financial instruments, carried out by the investor and the period during which the transactions have been carried out;

iii) to the investor's level of instruction, occupation or, if relevant, previous occupation[72];

c) declared that they can financially sustain the possible entire loss of the investment they intend to make.

Article 16
(Information on the offer)

1. For each offer, the portal manager must publish:

a) the information indicated in Annex 3 and the relative updates provided by the bidder, also in the case of new significant developments, material mistakes or inaccuracies detected which have taken place in the offer, which will affect the decision of the investment, simultaneously informing the individuals who have adhered to the offer of each update[73];

b) the identification details of the entities that receive and complete the orders and the identification details of the account contemplated by article 17, paragraph 6[74];

c) details of the procedures for the exercise of the right of revocation contemplated by article 25, paragraph 2[75];

d) the frequency and procedures by which the information on the state of the adhesions, the amount underwritten and the number of adherents will be provided;

d-bis) the indication of the possible alternative system for the transfer of the stakes representing the capital of small and medium-sized enterprises established as limited liability companies pursuant to Article 100-ter, paragraph 2-bis, of the Consolidated Law and the relative procedures to exercise the choice of system to be applied[76];

d-ter) the categories of investors for whom the bonds or debt securities offer is reserved[77];

d-quater) the indication of the limitations set by article 2412 of the civil code for the issuing of bonds by corporations and by article 2483 of the civil code for the issuing of debt securities by limited companies, as well as possible, further limitations set by the applicable special regulation[78];

d-quinquies) the information about the possible purpose of the listing on regulated markets, unilateral negotiation systems or organised negotiation systems of the financial instruments issued by the bidder[79].

2. The information indicated in paragraph 1 can also be provided by the use of multimedia techniques. The portal manager shall allow for the acquisition of the information specified in paragraph 1, letter a), on durable support.

Article 17
(Obligations related to the investors' adhesion orders management)

1. The portal manager shall adopt measures in order to ensure that the offer adhesion orders received by the investors are:

a) processed quickly, correctly and efficiently;

b) registered promptly and accurately;

c) transmitted with indication of the identity details of each investor, according to the chronological sequence by which they are received.

2. The entities that receive and complete the orders shall provide for the processing of the orders received via a portal manager and immediately inform on the relative results, ensuring respect for what is provided by paragraph 6[80].

3. The entities that receive and complete the orders shall operate towards the investors in respect of the applicable provisions contained in Part II of the Consolidated Law and the relative implementation regulations, if the following conditions are met:

a) if the orders are issued by investors who are natural persons and the relative counter value is more than five hundred Euro per single order or one thousand Euro for all the orders in any one year;

b) if the orders are issued by investors who are legal persons and the relative counter value is more than five thousand Euro per single order or ten thousand Euro for all the orders in any one year[81].

4. The provisions contained in paragraph 3 are not applied when the manager carries out directly the check contemplated by Article 13, paragraph 5-bis[82].

5. The portal manager who does not directly carry out the check proposed by Article 13, paragraph 5-bis acquire from the investor, in a format which allows its storage, a statement declaring that the investor has not exceeded, in the year of reference, the threshold indicated in paragraph 3.. For this purpose, the total amount shall be the sum of the investments processed via the portal to which the orders were transmitted and all those through other portals[83].

6. The portal manager must ensure that, for each offer, the funds necessary for competing the orders are deposited on the non-transferable account destined to the bidder open at the entities who receive and complete the orders, pursuant to article 25. The manager communicates to said entities where the provision has been paid the information relative to the conclusion of the offer. The relative funds are transferred to the bidder after said conclusion[84].

Article 18
(Obligations of investor protection due to the operational risks)

1. The portal manager shall ensure the integrity of the information received and published providing itself with reliable and secure operating systems.

2. For compliance with the requirement of paragraph 1, the portal manager:

a) shall identify the sources of operating risks and shall adopt adequate procedures and controls, also to avoid operational interruptions;

b) shall adopt suitable back-up devices.

Article 19
(Confidentiality obligations)

1. The portal manager shall ensure the confidentiality of the information acquired from the investors pursuant to its own activity, except towards the bidder and for the purposes connected with the processing of the offer, as well as in any other case in which disclosure is imposed or allowed by law or regulations[85].

Article 20
(Document archiving)

1. The portal shall store in an orderly manner and for at least five years, in electronic or hardcopy format, copies of the correspondence and the contractual documentation related to the portal management, including:

a) receipt of the adhesion orders made through the portal and the exercise of the withdrawal and revocation rights;

b) the transmission of the orders to the entities that receive and complete the orders for the purpose of underwriting the financial instruments offered[86];

c) receipt of the confirmations of the underwriting of the financial instruments offered;

d) the certifications contemplated by Article 17, paragraph 5 and the certifications which indicate the classification of professional customer received pursuant to Article 24, paragraph 2-bis[87].

Article 20-bis
(Procedures for reporting infringements - Whistle-blowing)

1. The procedures relating to internal infringement reporting systems (whistle-blowing) provided for by art. 4-undecies of the Consolidated Law shall be validated by the administrative body of the manager and established in accordance with the principle of proportionality.

2. The manager shall designate a person responsible for the internal infringement reporting systems. This designated person shall ensure the proper functioning of the said systems and promptly inform the competent corporate bodies of any reported information, where relevant.

3. According to the procedures referred to in paragraph 1, the persons in charge of receiving, analysing and assessing reports of infringement, the person responsible for internal infringement reporting systems and any other person involved are bound to confidentiality requirements in relation to the information received.

4. The procedures specified in paragraph 1 also provide for the following:

a) without prejudice to the provisions of art. 4-undecies of the Consolidated Law, persons who may activate the systems for reporting infringements, as well as the reportable acts or facts;

b) the methods for reporting the alleged infringements;

c) the persons in charge of receiving reports of infringement;

d) the methods and timings of the procedural steps for processing a report and dealing with the persons involved accordingly;

e) the methods for informing the reporting person and the reported persons about developments in the processing of the report;

f) the obligation for the reporting person to declare any private interest relating to the report;

g) if the reporting person is jointly responsible for the infringements, favourable treatment towards the reporting person compared to other jointly responsible persons, in a way that is consistent with the applicable regulation.

5. With the aim of encouraging the use of internal infringement reporting systems, the manager shall provide its personnel with clear, precise and comprehensive information on the internal reporting procedure, specifying the devices put in place to ensure confidentiality of the personal data both of the reporting person and the alleged infringer.

6. Without prejudice to the obligations under art. 4-undecies of the Consolidated Law and this article, the manager may outsource the activities of reception, analysis and assessment of infringements reports[88].

Article 21
(Notice to the Consob)

1. The portal manager shall send to the Consob, without delay, the information on:

a) amendments of the articles of association;

b) changes in the controlling shareholders with indication of the respective participation hold in absolute value and in percentage terms, together with the declaration relative to holding the integrity requirements to be met pursuant to article 8;

c) changes in the persons who perform managerial and supervisory functions, with indication of the relative powers and any delegated power, together with the declaration relative to the integrity and professional requirements set forth by article 9;

d) communications received pursuant to article 10, paragraph 1;

e) resolutions on suspension or revocation of offices, adopted pursuant to article 11, paragraph 2.

1-bis. If the manager intends to directly carry out the check contemplated by Article 13, paragraph 5-bis, he informs Consob 60 days before starting the said activity, together with the description of the internal procedures put in place[89].

2. The manager shall communicate to the Consob without delay the starting, interruption and resumption dates of the activity.

3. Within 31 March of every year, the portal manager shall transmit to the Consob:

a) the report of the activities performed and the organisational structure according to the scheme provided by Annex 2, pointing out any changes that have occurred to the information already communicated. If there have been no changes, the report may not be sent, it remaining understood that such a circumstance must be communicated;

b) the data on portal activities, with indication of at least the aggregate information on the offers made during the previous year and the relative results, according to the scheme prepared by Consob, as well as the ancillary services performed in connection with the said offers, with separate evidence of the offers regarding risk capital equities from those regarding bonds or debt securities[90];

c) the data on cases of operational interruption and on the relative duration, together with the description of the actions taken to resume correct working of the portal;

d) the data on complaints received in writing, the measures adopted to remedy any shortcomings found, and the activities planned.

Title IV
Sanctions and precautionary measures

Article 22
(Precautionary measures)

1. Consob, in the case of need and urgency, may order a precautionary suspension of the manager's activity for a period of no more than ninety days if there are valid grounds implying the existence of serious infringements of the law or of general or specific provisions issued by Consob. For the purpose of adopting the precautionary measures, Consob shall also assess the methods of implementation of the illegal behaviour and the recurrence of the violation[91].

Article 23
(Sanctions)

1. Without prejudice to the provisions of article 190-quater of the Consolidated Law on fines, Consob shall[92]:

a) order a one- to four-month suspension of practice on the part of the portal manager in case of serious breach of the rules of conduct set forth by title III[93];

b) order the disqualification of the portal manager in the case of:

1) facilitating the collection of capital in the absence of the conditions established by article 24 or on behalf of entities other than the bidders[94];

2) falsifying the investor's signature on the contractual forms or on other digital or analogue documentation;

3) the availability, also temporary, of sums of money or the detention of third parties’ financial instruments;

4) the communication or transmission to the investor or to the Consob of false or untrue information or documents;

5) the transmission of orders regarding the underwriting of financial instruments not authorised by the investor[95];

6) failure to communicate that an investor has exercised the withdrawal right pursuant to article 13, section 5, or the revocation right pursuant to article 25[96];

7) repetition of behaviour that has given rise to a suspension order adopted pursuant to letter a);

8) every other breach of specific rules of conduct of particular seriousness.

2. For each of the violations identified in paragraph 1, letters a) and b), Consob, taking into account the circumstances and any available elements, may order, respectively, the penalty immediately higher or lower[97].

PART III
RULES FOR OFFERS VIA PORTALS

Article 24
(Conditions relative to offers on the portal)

1. For the admission of offers made via the portal, the portal manager must check that the articles of incorporation of small and medium-sized enterprises contemplate[98]:

a) in case of offers regarding shares or quotas of company capital, the right, in favour of non-professional investors or investors other than the categories indicated in paragraph 2 which have acquired or underwritten financial instruments offered via a portal, to withdraw from the company or to sell the participation instruments or clauses which attribute a similar right to transfer the participation instruments, as well as the relative procedures and conditions to exercise the mentioned rights, in case the controlling shareholders, after the offer, transfer directly or indirectly the company’s control to third parties. Such rights are recognised for at least three years from the conclusion of the offer[99];

b) communication to the company and the publication of the shareholders' agreements on the issuer's Internet site of the company[100];

b-bis) in case of offers regarding debt securities issued by a limited company, the possibility of issuing debt securities, in compliance with article 2483, paragraph 1 of the civil code[101].

2. In case of offers regarding shares or quotas of company capital, for the purposes of perfecting the offer on the portal, the manager checks that a stake of at least 5% of the financial instruments offered has been subscribed by professional investors or by bank foundations or by innovative start-up incubators contemplated by Article 25, paragraph 5, of the decree or by investors in support of small and medium-sized enterprises with a value of the financial instruments portfolio pursuant to the Consolidated Law, including money deposits, higher than five hundred thousand Euro, holding the requisites of integrity required by Article 8, paragraph 1 and at least one of the following requisites:

i) having made, in the last two years, at least three investments in the share capital or as shareholders' loans in small and medium-sized enterprises, each of which for at least fifteen thousand Euro;

ii) having covered, for at least twelve months, the office of executive director of small and medium-sized enterprises, other than the offering company.

In case of legal persons, the evaluation regarding the possession of the requisites above is conducted in reference to the person authorised to carry out the operations in their name and/or for the same legal person[102].

2-bis. For the purposes of paragraph 2, the professional customer, on request, transmits to the manager a certification issued by an intermediary of whom he is a customer, which shows the classification as a professional customer. For the purposes of ascertaining the investor's capacity to support small and medium-sized enterprises, the subject concerned presents to the manager: one or more statements issued by banks or investment companies indicating that the value of the financial instruments portfolio, including money deposits, is higher than five hundred thousand Euro; the certifications testifying to the non-existence of one of the situations contemplated by Article 8, paragraph 1 or, if allowed by the managers, the affidavit/certification rendered pursuant to Articles 46 and 47 of the Decree of the President of the Republic no. 445 of 28 December 2000; the Chamber of Commerce certificates of incorporation of small and medium-sized enterprises covered and the relative delegations; for each transaction, the certification of the small and medium-sized enterprise which testifies to the investments made in the last two years[103].

2-ter. The thresholds referred to in paragraph 2 are reduced to 3% for offers made by small and medium-sized enterprises in possession of the certification of the financial statements and any consolidated financial statements relating for the last two financial years preceding the offer, prepared by an accounting auditor or a registered auditing firm[104].

2-quater. The manager ensures that the underwriting of bonds and debt securities is reserved in the limitations established by the civil code, in addition to the investors, to entities indicated in paragraph 2, and to the subjects indicated as follows:

a) non-professional investors with a value of the financial instruments portfolio of the Consolidated Law, including money deposits, higher than two hundred fifty thousand Euro;

b) non-professional investors who commit to investing at least one hundred thousand Euro in an offer, as well as declaring in writing, in a document separate from the agreement to be stipulated for the commitment to invest, of being aware of the risks associated with the commitment or with the expected investment;

c) non-professional investors who carry out the investment in the area of provision of portfolio management service or investment consulting[105].

2-quinquies. For the purposes of ascertaining the investor’s capacity part of the category indicated in paragraph 2-quater, letter a) the interested entity presents the manager one or more statements issued by banks or investment companies from which the value of the financial instruments portfolio of the Consolidated Law. For the purposes of ascertaining the investor’s capacity part of the category indicated in paragraph 2-quater, letter c), the financial intermediary produces a statement which demonstrates that the investment is being carried out for a customer, in the area of provision of portfolio management service; in the case in which the investment is carried out in the area of consulting service received, the interested subject presents the manager with the statement of adequacy issued by the intermediary who has provided the service[106].

Article 25
(Funding and right of revocation)

1. The funding necessary for executing processing of the offer adhesion orders must be deposited in a tied account destined to the bidder held by the entities that receive and complete the orders. The currency date of the deposit cannot pre-date the day on which an investor underwrites the financial instruments[107].

2. Non-professional investors or investors other than the categories referred to in article 24, paragraph 2 who have expressed the will to underwrite financial instruments offered via a portal, have the right to revoke their adhesion when, between the adhesion to the offer and the date on which the offer is definitively closed or the delivery of the financial instruments has taken place, any new significant fact arises or a relevant material mistake or an inaccuracy occurs concerning the information given on the portal, which could influence the decision on the investment. The revocation right can be exerted within seven days from the date on which the investors have knowledge of the new information[108].

3. In the case of the exercise of the withdrawal or revocation right, and in the case of the non-conclusion of the offer, the funds relative to the provision referred to in section 1 shall be returned to the full availability of the investors.

Article 25-bis
(Electronic board)

1. The managers can institute, in a separate section of the portal, an electronic board for the publication of the events for the buying and selling of financial instruments, which were the object of offers completed successfully in the scope of a crowdfunding campaign carried out on their own portal.

2. For the purposes of paragraph 1 the manager does not carry out activities aimed at facilitating the intersection between supply and demand of financial instruments on the electronic board, different from private communication of the data pertaining to the subjects interested in transferring the financial instruments[109].



ANNEX 1[110]

INSTRUCTIONS FOR THE PRESENTATION OF THE APPLICATION FOR AUTHORISATION FOR ENTRY IN THE REGISTER OF MANAGERS AND FOR THE COMMUNICATION FOR THE PURPOSE OF THE ANNOTATION IN THE SPECIAL SECTION[111]

A. Application for authorisation to be entered in the register[112]

1. The registration authorisation application, undersigned by the legal representative of the company, must specify the company name, the company's registered head office and administrative head office, the address of the permanent seat in the Italian Republic for Community subjects, the address of the Internet site of the portal, the name and contact data of a company representative and the list of the accompanying documents.

2. The registration authorisation application must be accompanied by the following documents:

a) copy of the deed of incorporation and of the Articles of Association accompanied by the substitute declaration submitted pursuant to decree of the President of the Republic no. 445 of 28 December 2000, certifying current valid existence issued by the Companies Register Office;

b) the list of subjects holding control with indication of their respective stakes in absolute value and in percentage terms, with indication of the subject through which the indirect shareholding is held[113];

c) the documentation for verification of the requirements of honour of the subjects who hold the control of the company:

i) for natural persons:

- declaration in lieu of affidavit/certification (pursuant to Articles 46 and 47 of the decree of the President of the Republic no. 445 of 28 December 2000) testifying to the non-existence of any situation contemplated by Article 8 of the Regulation;

- declaration in lieu of affidavit/certification (pursuant to Articles 46 and 47 of the decree of the President of the Republic no. 445 of 28 December 2000) testifying to the non-existence of any situation contemplated by Article 11 of the Regulation;

- substitute declaration submitted pursuant to Article 46 of decree of the President of the Republic no. 445 of 28 December 2000, of the certification of the companies register bearing the anti-mafia statement.

ii) for legal persons:

- report of the board of directors or the equivalent body demonstrating that verification has been carried out on the requirements held by the directors or the director of the subjects who cover equivalent offices in the participated company or entity;

d) list of the names of all the subjects who perform administrative, direction or control functions;

e) the minutes of the meeting in which the administrative body has checked that the requirements of professional standing and honour are held by the subjects called upon to perform administrative, directive and control functions, accompanied by the relative annexes;

f) a report on the company's business and organisational structure drawn up according to the scheme given in Annex 2.

B. Communication for annotation in the special section of the register

1. Investment firms, EU investment firms, non-EU companies other than banks authorised in Italy, the managers referred to in article 1, paragraph 1, letter q-bis) of the Consolidated Law, limited to the offer of UCITs shares that mainly invest in small and medium enterprises, and banks authorised for the related investment services shall communicate, before starting the activity, the performance of the portal management service indicating the company name, the Internet site address of the portal, the relative hypertext link and the name and contact data of a company representative. The communication shall be undersigned by the company’s legal representative[114].



ANNEX 2

REPORT ON THE COMPANY'S BUSINESS AND ORGANISATIONAL STRUCTURE

A. Company business

The manager must describe in detail the activity it intends to perform. In particular, the manager must indicate:

1. the methods adopted to select the offers to be presented on the portal;

2. the advisory service, if any, provided to the bidder regarding strategic analyses and financial assessments, business strategy and related questions[115];

3. whether periodic information will be published on milestones reached by the bidder whose financial instruments are offered on the portal and/or periodic reports on the trend of the companies themselves[116];

4. whether any mechanisms will be implemented for the periodic value of the financial instruments underwritten via the portal or for the recording of the prices of any transactions in those financial instruments;

5. whether any mechanisms will be implemented to facilitate information flows between the bidder and the investors, or between the investors[117];

5-bis. If it intends to institute an electronic board[118];

6. any other activities.

B. Organisational structure

The portal manager shall provide at least the following information in detail:

1. a description of the company structure (organisational chart, chart of offices, etc.) with indication of the delegated powers, according to the company organisation, the control mechanisms implemented and every other useful elements to illustrate the manager's operational features;

2. the plan, if any, for hiring personnel and the relative state of implementation, or indication of the personnel in office to be used for carrying out the business. The plan must also specify the existence of any employees or collaborators who have carried out certified professional or academic research activities at public or private universities and/or research institutes in Italy or abroad, on matters concerning corporate finance and/or business economics and/or corporate law and/or marketing and/or new technologies and/or technical-scientific matters, with indication of the relative roles and functions performed within the company organisation;

3. the procedures, including IT procedures, to ensure respect for the obligations pursuant to articles 13, 14, 15 and 16 of this Regulation;

4. systems for processing the orders received from the investors and in particular to ensure the compliance with the conditions provided by article 17, paragraph 1, of this regulation[119];

5. the procedures for the transmission of the orders collected from investors to the entities that receive and complete the orders[120];

6. a description of the IT infrastructure developed for receiving and transmitting the investors' orders (system reliability, security, integrity, privacy, etc.);

7. the place and methods for documentation archiving;

8. the policy for identifying and managing conflicts of interest;

9. the policy for fraud prevention and privacy protection;

10. any outsourcing to third parties:

a. of the strategy for the selection of the offers to be presented on the portal, with specification of the scope and content of the mandate;

b. of any other activities or services.

In particular, the activities outsourced, the subjects mandated, the content of the mandates conferred and the measures to ensure control over the outsourced activities and to mitigate the connected risks, must be specified;

11. the possible existence of mandates assigned for the selection of the offers received by other portal managers, indicating the scope and the contents of the same;

12. the fee structure for the services offered by the portal manager.

12-bis. the description of the internal procedures for checking contemplated by Article 13, paragraph 5-bis, if it is to be carried out for every order received for adhesion to the offers[121];

12-ter. the description of the measures put in place to ensure that the offers regarding bonds or debt securities are carried out in a section of the portal different from that in which the collection of risk capital takes place[122];

12-quater. The description of the measures put in place to ensure compliance with article 24, paragraph 2-quater[123];

12-quinquies. the description of the measures put in place to ensure compliance with articles 2412 and 2483 of the civil code, as well as possible, further limitations put in place by the special regulation applied to the issuing of debt securities[124];

12-sexies. in the case that an electronic board is instituted the description of the measures put in place to ensure compliance with article 25-bis, paragraph 2, and to avoid that, in the absence of authorisation, the implementation of the electronic board itself implicates the providing of services and activities of investment subject to rule of law[125].

This Annex is part of the provisions adopted pursuant to article 50-quinquies, paragraph 5, letter a) of the Consolidated Law and it also has the purpose of constituting the information base (which will be periodically updated) available to the Consob and which can help to direct and programme the Consob supervisory action.



ANNEX 3

INFORMATION ON THE OFFER

1. Advisory notice

The manager must ensure that the following graphically highlighted warning is expressed in advance for each offer: “The information on the offer is not subjected to approval by Consob. The bidder is the sole subject responsible for the completeness and truth of the data and information supplied by the same. We also call the investor's attention to the fact that the investment, including through UCITs or companies which invest mainly in financial instruments issued by small and medium-sized enterprises is not liquid and bears a very high risk." [126].

2. Information on risks

Description of the specific risks of the bidder and of the offer[127].

3. Information on the bidder and on the financial instruments offered[128]

a) description of the bidder:

- for small and medium-sized enterprises, the description of the industrial project, with indication of the sector of social usefulness in the case of an innovative start-up with a social vocation, of the relative business plan and indication of the hypertext link to the bidder's Internet site which contains the information requested respectively by Article 25, paragraphs 11 and 12, of the decree and by Article 4, paragraph 3, of the Decree Law no. 3 of 24 January 2015 converted with amendments by Law no. 33 of 24 March 2015. With reference to the accounting information, if available, the essential data at 31 December prior to the start of the offer relative to sales, the net and gross operating margins, the profit of the year, the total assets, the ratio of intangible fixed assets to total assets and the net financial position must be given. For the complete accounting information, the direct hypertext links must be expressly indicated[129];

- for UCITs which invest prevalently in small and medium-sized enterprises, the hypertext link to the regulations or to the Articles of Association and to the six-monthly report of the UCITs and to the offer document containing the information made available to the investors, drawn up in compliance with Annex 1-bis of the Regulation approved by Resolution no. 11971 of 14 May 1999 as successively amended[130];

- for companies which invest prevalently in small and medium-sized enterprises, the investment policy and indication of the companies in which stakes are held with indication of the hypertext link to the respective Internet sites[131];

b) description of the corporate bodies and the curriculum vitae of the directors[132];

c) description of the financial instruments offered, the administrative and equity rights connected with the same and the relative procedures for exercise, of the possible destination to negotiation in a regulated market, in a multilateral system of negotiation or in an organised system of negotiation, as well as in the case of offers regarding risk capital securities, in the percentage they represent compared to the share capital of the bidder. In the case of newly issued financial instruments, description of the corporate resolutions in virtue of which the financial instruments have been or will be issued[133];

c-bis) in case of offers regarding bonds or debt securities, the overall issue amount, the nominal value of each security, the rights attributed to them, the profitability or the criteria for its determination and the method of payment and reimbursement, any possible subordination clauses, the duration and the further conditions[134];

d) description of the clauses drawn up by small and medium-sized enterprises regarding cases in which the controlling shareholders sell their own stakes to third parties after the offer (the investment way-out procedures, the existence of any repurchase agreements, possible lock-up and put option clauses in favour of the investors, etc.) with indication of the duration of the same, in respect of the rulings of Article 24[135].

4. Information on the offer

a) general offer conditions, including indication of addressees, and any clauses governing the effectiveness and the possibility of revocation or the adhesions;

a-bis) in the case of offers regarding bonds or debt securities, description of the limitations in place by articles 2412 and 2483 of the civil code and article 24, paragraph 2-quater, as well as any possible, further limitations in place by the applicable special regulation[136];

b) information on any participation already underwritten by professional investors or the other categories of investors listed under article 24, with indication of the identity of the latter;

c) indication of any costs or commissions charged to the investor, including any expenses for the subsequent transmission of the orders to the entities that receive and complete the orders[137];

c-bis) indication of every payment, expense or charge bearing on the subscriber in relation to the possible alternative system for transfer of the units contemplated by Article 100-ter, paragraph 2-bis, of the CLF[138];

c-ter) tax treatment of investments, with particular regard to the temporariness of benefits and the possibilities for forfeiture, in the case of innovative start-ups and innovative SMEs[139];

d) in the case of offers regarding risk capital securities, description of the methods for calculating the quota reserved to professional investors or the other categories of investors listed under article 24, and procedures and terms for the publication of the information on the state of the adhesions to the offer[140];

e) indication of the entities that receive and complete the subscription orders of the financial instruments involved in the offer and description of the methods and times for their execution, as well as of the existence of any conflicts of interest for these entities[141];

f) information on the non-transferable account opened pursuant to article 17, paragraph 6, on the date of the effective charge of the funds onto the underwriters' accounts;

g) information on the procedures for the return of the funds in the case of the legitimate exercise of the withdrawal or revocation rights, and if the offer is not completed;

h) terms and conditions for the payment and the assignment/delivery of the financial instruments underwritten;

i) information on the conflicts of interest in connection to the offer, including those deriving from agreements existing between the bidder and the portal manager, those who hold the control, the persons who perform managerial and supervisory functions and any professional investors and other categories of investors listed under article 24 which have already underwritten the quota of the financial instruments reserved to the same[142];

j) information on the execution, on the part of the bidder, of offers for the same financial instruments on other portals[143];

k) the applicable law and the court of jurisdiction;

l) the language or languages in which the information on the offer will be provided.

5. Information on any services offered by the portal manager in relation to the offer

Description of the activities connected to the offer performed by the portal manager.

6. Information on the control body

Description of the control body where present, with indication of the personal data of the members[144].

7. Auditing information

Description, where present, of the individual in charge of the statutory audit with indication of his personal data and description of the opinions issued with reference to the last two financial years[145].

8. Information on legal or financial advisors and expert opinions

Indication of any legal and/or financial advisors used by the bidder in relation to the offer. If an opinion attached to an expert is added to the offer document, indication of the name, address and qualification of said expert and of any relevant interests in the bidder. In the case of third party information, confirmation that the information was faithfully reproduced and that, as far as the bidder knows or is able to determine, no facts were omitted that could render the reproduced information inaccurate or misleading. Indication of information sources[146].

* * *

[Certain qualitative requirements of the offer form are also defined]

The information on the offer shall be easily understandable to a reasonable investor and must be given in a non-technical language, without the use of specific jargon, shall be clear and concise, and shall make use of common linguistic terminology as far as possible. The information shall also be given in a manner that allows for comparison between the offers performed through the portal.

The presentation and structure of the document shall facilitate the reading by the investors, also by being printed in letters of a legible size. The said document must be no longer than five pages of A4 format. If colours or logos typical of the company are used, they must not compromise the understanding of the information if the document including when the information on the offer is printed or photocopied in black and white.



Notes:

[1]. Title thus replaced by resolution no. 19520 of 24.2.2016 and then replaced by resolution no. 21110 of 10.102019.

[2]. The resolution no. 18592 of 26 June 2013 and the regulatory annex are published in the Official Journal no. 162 of 12 July 2013 and in the fortnightly CONSOB Bulletin no. 7.1., July 2013.

- Resolution no. 19520 of 24.2.2016 is published in the Official Journal no. 53 of 4.3.2016 and in the fortnightly CONSOB Bulletin no. 2.2, February 2016; it takes effect on the day following its publication in the Official Journal.

- Resolution no. 20204 of 29.11.2017 is published in the Ordinary Supplement no. 57 to the Official Journal no. 281 of 1.12.2017 and in CONSOB, fortnightly Bulletin no. 12.1, December 2017; it is in force since 3 January 2018 with the exception of the provisions contained in article 1, concerning managers joining a compensation scheme for the protection of investors or alternatively stipulating a liability insurance coverage policy for damages to customers deriving from the exercise of one’s profession, which are applied after six months from the publication of resolution no. 20204 of 29.11.2017 in the Official Journal of the Italian Republic.

- Resolution no. 20264 of 17.1.2018 is published in the Official Journal no. 24 of 30.1.2018 and in the fortnightly CONSOB Bulletin no. 1.2, January 2018; it has been in force since the day after its publication in the Official Journal of the Italian Republic.

- Resolution no. 21110 of 10.10.2019 is published in the 251 of 25.10.2019 and in the fortnightly CONSOB Bulletin no. 10.2, October 2019; it takes effect on the day following its publication in the Official Journal, for the transitional provisions see paragraph 1 of article 2 of resolution no. 21110: “1. The managers previously authorised who intend to offer bonds or debt securities or to institute an electronic board, will have to provide Consob the relative information provided for in points 12-bis, 12-ter, 12-quater, 12-quinquies and 12-sexiesof section B of the Annex 2, 45 days prior to the start of such operation”.

- Resolution 21259 of 6.2.2020 is published in the Official Journal no. 38 of 15.2.2020; it takes effect on the day following its publication in the Official Journal, for the transitional provisions see paragraph 1 of article. 2 of resolution no. 21259 of 6.2.2020: “1. The managers previously authorised that, on the date this resolution is in force, join a system of compensation for the protection of the investors recognised pursuant to article 59 of the Consolidated Law will conform to the new regulatory provision by 1 July 2020”.

[3]. Letter first replaced by resolution no. 19520 of 24.2.2016 and then amended first by resolution no. 20204 of 29.11.2017 which entered the number 01) and numbers 3) and 4), replaced the words "innovative start-ups and innovative SMEs" with the words: "small and medium-sized enterprises" and then with resolution no. 21110 of 10.10.2019 that at number 01, after the words “14 June 2017”, added the words: “organised in form of company according to the law of a member State of the European Union or participant to the agreement on the European Economic Area”, at number 1, after the words: “29 July 2014 ”, has added the words: “that follows the dimensional limitations of number 01)”, at number 3, has eliminated the words: “as defined by article 1, paragraph 2, letter e) of the Ministry of Economy and Finance Decree of 30 January 2014” and at number 4, has eliminated the words: “, as defined by article 1, paragraph 2, letter f) of the Ministry of Economy and Finance Decree of 30 January 2014”.

[4]. Letter first amended with resolution no. 19520 of 24.2.2016, which replaces the words: “of innovative start-ups” with the words: “of the bidders” and then by resolution no. 21110 of 10.10.2019 that after the words "collection of capital" has eliminated the word "risk".

[5]. Letter first amended with resolution no. 19520 of 24.2.2016, which replaces the words: “innovative start-ups” with the words: "the bidders" and then by resolution no. 21110 of 10.10.2019 that after the words “collection of capital” has eliminated the word “risk”.

[6]. Letter thus inserted by resolution no. 20204 of 29.11.2017.

[7]. Letter thus inserted by resolution no. 21110 of 10.10.2019.

[8]. Letter this inserted by resolution no. 21110 of 10.10.2019.

[9]. Letter first amended by resolution no. 19520 of 24.2.2016, which suppressed the words: “issued by innovative start-ups” later replaced by resolution no. 20204 of 29.11.2017 and then amended by resolution no. 21110 of 10.10.2019 which after the words “collection of capital” eliminated the word “risk”.

[10]. Letter first replaced by resolution no. 19520 of 24.2.2016 and then amended with resolution no. 21110 of 10.10.2019 that after the words “UCITS units” added the words: “and the bonds and debts securities”.

[11]. Letter first replaced by resolution no. 19520 of 24.2.2016 and then amended with resolution no. 21110 of 10.10.2019 that replaced the words “16190 of 29 October 2007” with the words: “20307 of 15 February 2018” .

[12]. Paragraph thus replaced by resolution no. 20204 of 29.11.2017.

[13]. Letter thus replaced by resolution no. 19520 of 24.2.2016.

[14]. Letter thus amended by resolution no. 20204 of 29.11.2017, which replaced the term “community” with “EU”.

[15]. Letter thus amended by resolution no. 21110 of 10.10.2019 that after the words “by Consob” added the words: “and the corresponding hypertext link”.

[16]. Letter thus inserted by resolution no. 21259 of 6.2.2020.

[17]. Letter thus amended by resolution no. 21110 of 10.10.2019 that after the words “by Consob” added the words: “and the corresponding hypertext link”.

[18]. Letter thus inserted by resolution no. 21259 of 6.2.2020.

[19]. Title thus replaced by resolution no. 20204 of 29.11.2017.

[20]. Title thus replaced by Resolution no. 19520 of 24.2.2016.

[21]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which replaces the words: "The registration application" with the words: "The application for registration authorisation" .

[22]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which, between the words: "seven days" has introduced the word: “working”, between the words: "thirty days" has introduced the word: "working" and has replaced the words: “receipt of the communication” with the words: “receipt of the communication, on penalty of inadmissibility”.

[23]. Letter added by resolution no. 19520 of 24.2.2016.

[24]. Sentence thus amended with resolution no. 19520 of 24.2.2016, which, after the words: “date of receipt of the same”, has inserted the words: "and for a period in any case of no more than thirty working days, on penalty of inadmissibility".

[25]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which, in the first sentence, replaces the words:

“in the inquiry has made” with the words: “in the inquiry, or relevant amendments made to the report contemplated by Annex 2, are made” and in the second sentence, between the words: "seven days" has introduced the word: “working”.

[26]. Paragraph first amended with resolution no. 19520 of 24.2.2016, which, in the first sentence, between the words: "sixty days" has introduced the word: "working" and in the second sentence has replaced the words: “Registration" with the word: “Authorisation” and later by resolution no. 21110 of 10.10.2019 that after the words “by articles” has added the word: “7-bis,”.

[27]. Article first inserted by resolution no. 20204 of 29.11.2017 and then replaced by resolution no. 21259 of 6.2.2020.

[28]. Letter added by resolution no. 19520 of 24.2.2016.

[29]. Paragraph introduced by Resolution no. 19520 of 24.2.2016.

[30]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which replaces the words: “If the control is held” with the words: "If the control or the stake indicated in paragraph 1-bis are held".

[31]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which replaces the words: “cancellation of the register manager” with the words: "expiry of the authorisation".

[32]. Article first introduced by resolution no. 19520 of 24.2.2016 and then amended by resolution no. 20204 of 29.11.2017 according to the terms indicated in the notes below.

[33]. Paragraph added by resolution no. 20204 of 29.11.2017.

[34]. Paragraph added by resolution no. 20204 of 29.11.2017.

[35]. Paragraph added by resolution no. 20204 of 29.11.2017.

[36]. Paragraph added by resolution no. 20204 of 29.11.2017.

[37]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[38]. Letter added by resolution no. 19520 of 24.2.2016.

[39]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[40]. Paragraph added by resolution no. 20204 of 29.11.2017.

[41]. Paragraph thus replaced by resolution no. 20204 of 29.11.2017.

[42]. Paragraph added by resolution no. 20204 of 29.11.2017.

[43]. Paragraph added by resolution no. 20204 of 29.11.2017.

[44]. Paragraph added by resolution no. 20204 of 29.11.2017.

[45]. Paragraph thus amended by resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder”.

[46]. Paragraph thus amended by resolution no. 20204 of 29.11.2017, which after the words “non-professional investors” added the words “or investors other than the categories referred to in article 24, paragraph 2”.

[47]. Paragraph added by resolution no. 21110 of 10.10.2019.

[48] Paragraph thus amended by resolution no. 20204 of 29.11.2017, which after the words “non-professional investors” added the words “or investors other than the categories referred to in article 24, paragraph 2”.

[49]. Paragraph first by Resolution no. 19520 of 24.2.2016 and then amended with resolution no. 21110 of 10.10.2019 that replaced the words: “the manager verifies” with the words: “Outside of the investments carried out by the entities indicated in article 24, paragraph 2-quarter, letter c) the manager checks”.

[50]. Paragraph added by Resolution no. 19520 of 24.2.2016.

[51]. Paragraph added by resolution no. 21110 of 10.10.2019.

[52]. Paragraph added by resolution no. 21110 of 10.10.2019.

[53]. Letter previously replaced by resolution no. 19520 of 24.2.2016 and then thus amended first by resolution no. 20204 of 29.11.2017, which after the words "direction and control" added the words "to the compensation system to which the portal manager has subscribed or the insurance covering the professional liability stipulated by the same” and then by resolution 21259 of 6.2.2020 that eliminated the words: “to the compensation system to which the portal manager has subscribed or”.

[54]. Letter added by resolution no. 19520 of 24.2.2016.

[55]. Letter first replaced by resolution no. 19520 of 24.2.2016 and then thus amended by resolution no. 20204 of 29.11.2017, which replaced the words "banks and investment firms" with the words "the entities that receive and complete the orders”.

[56]. Letter thus amended by resolution no. 20204 of 29.11.2017, which replaced the words "Legislative Decree no. 196 of 30 June 200, and subsequent amendments" with the words "applicable regulations”.

[57]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[58]. Letter added by resolution no. 21110 of 10.10.2019.

[59]. Letter added by resolution no. 21110 of 10.10.2019.

[60]. Letter added by resolution no. 21110 of 10.10.2019.

[61]. Letter thus amended by resolution no. 20204 of 29.11.2017, which replaced the word “issuers” with word “bidders”.

[62]. Title thus replaced by Resolution no. 19520 of 24.2.2016.

[63]. Line thus amended with resolution no. 19520 of 24.2.2016, which replaces the words: “of innovative start-ups” with the words “through portals”.

[64]. Letter thus replaced by resolution no. 19520 of 24.2.2016.

[65]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[66]. Letter added by resolution no. 21110 of 10.10.2019.

[67]. Letter added by resolution no. 21110 of 10.10.2019.

[68]. Letter replaced first by resolution no. 19520 of 24.2.2016 and then resolution no. 20204 of 29.11.2017.

[69]. Letter first added by resolution no. 19520 of 24.2.2016 and then deleted by resolution no. 20204 of 29.11.2017.

[70]. Letter thus replaced by resolution no. 19520 of 24.2.2016.

[71]. Line thus amended first by resolution no. 20204 of 29.11.2017, which after the words “non-professional investors” added the words “or investors other than the categories referred to in article 24, paragraph 2” and then by resolution no. 21110 of 10.10.2019 that replaced the words: “the portal manager must ensure” with the words: “Considering what is provided for by article 13, paragraph 5-quinquies and by article 24, paragraph 2-quarter, the portal manager must ensure”.

[72]. Letter thus replaced by resolution no. 19520 of 24.2.2016.

[73]. Letter first amended by resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder” and later by resolution no. 21110 of 10.10.2019 which substituted the words "significant changes that may occur or material mistakes found in the offer," with the words: "new significant developments, material mistakes or inaccuracies detected which have taken place in the offer, which will affect the decision of the investment,”.

[74]. Letter thus amended by resolution no. 20204 of 29.11.2017, which replaces the words “of the banks or the investment companies which provide the processing of the orders” with the words “of the entities that receive and complete the orders”.

[75]. Letter thus amended with resolution no. 19520 of 24.2.2016, which suppressed the words: “the information”.

[76]. Letter first added by resolution no. 19520 of 24.2.2016 and then thus amended by resolution no. 20204 of 29.11.2017, which replaces the words “innovative start-ups and innovative SME” with the words “small and medium-sized enterprises”.

[77]. Letter added by resolution no. 21110 of 10.10.2019.

[78]. Letter added by resolution no. 21110 of 10.10.2019.

[79]. Letter added by resolution no. 21110 of 10.10.2019.

[80]. Paragraph first replaced by resolution no. 19520 of 24.2.2016 and then thus amended by resolution no. 20204 of 29.11.2017, which, which replaces the words ‘The banks or the investment companies which provide the processing of the orders” with the words “The entities that receive and complete the orders”.

[81]. Paragraph first replaced by resolution no. 19520 of 24.2.2016 and then amended by resolution no. 20204 of 29.11.2017 which, in the outline, replaced the words: "Banks and investment firms that receive orders" with the words: "The subjects who receive and complete the orders".

[82]. Paragraph thus replaced by resolution no. 19520 of 24.2.2016.

[83]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which, in the first sentence, after the words: “manager” has introduced the words: “who does not make the proposal pursuant to Article 13, paragraph 5-bis” and has replaced the words: "paragraph 4" with the words "paragraph 3".

[84]. Paragraph first amended with resolution no. 19520 of 24.2.2016 and then thus replaced by resolution no. 20204 of 29.11.2017.

[85]. Paragraph thus amended with resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder”.

[86]. Letter thus amended by resolution no. 20204 of 29.11.2017, which replaces the words “to the banks or the investment companies which provide the processing of the orders” with the words “to the entities that receive and complete the orders”.

[87]. Letter thus replaced by resolution no. 19520 of 24.2.2016.

[88]. Article added by Resolution no. 20264 of 17.1.2018.

[89]. Paragraph introduced by Resolution no. 19520 of 24.2.2016.

[90]. Letter first amended by resolution no. 19520 of 24.2.2016 which replaced the word: “results” with the words: “results, according to the scheme prepared by Consob,” and later by resolution no. 21110 of 10.10.2019 that after the words “with the said offers” has added the words: “with separate evidence of the offers regarding risk capital equities from those regarding bonds or debt securities”.

[91]. Paragraph thus replaced by resolution no. 20204 of 29.11.2017.

[92]. Line thus amended by resolution no. 20204 of 29.11.2017, which replaces the words “50-quinquies, paragraph 7, first sentence” with the words “190-quater”.

[93]. Letter amended first by resolution no. 19520 of 24.2.2016, which, after the words: “in the case of” has introduced the word: “serious” and then by resolution no. 20204 of 29.11.2017, which replaced the words “the suspension” with the words “a one-to four-month suspension”.

[94]. Point amended first by resolution no. 19520 of 24.2.2016, which replaces the words “by innovative start-up companies, including start-ups with a social vocation, as defined by Article 25, paragraphs 2 and 4 of the decree” with the words “by the bidders” and then by 20204 of 29.11.2017, which replaces the word “companies other” with the word “entities other” and lastly by resolution no. 21110 of 10.10.2019 that after the words: “collection of” has eliminated the word: “risk”.

[95]. Point thus amended first by resolution no. 20204 of 29.11.2017, which deletes the words “to banks and investment companies”.

[96]. Point thus amended first by resolution no. 20204 of 29.11.2017, which deletes the words “to banks and investment companies”.

[97]. Paragraph added by resolution no. 20204 of 29.11.2017.

[98]. Line amended first with resolution no. 19520 of 24.2.2016, which replaces the words: “of the issuer" with the words: "of the innovative start-up or of the innovative SME", and then by resolution no. 20204 of 29.11.2017, which replaces the words “of the innovative start-up or of the innovative SME” with the words “of small and medium-sized enterprises”.

[99]. Letter amended first by Resolution no. 19520 of 24.2.2016 which in the first sentence, after the word “transfer”, has inserted the words “directly or indirectly”, and then by no. 20204 of 29.11.2017, which deletes the words “for the period during which the requirements set forth by article 25, paragraphs 2 and 4 of the decree, are fulfilled and, in any case” and lastly by resolution no. 21110 of 10.10.2019 that before the words: “the right” has added the words: “in case of offers regarding shares representing stock,” and after the words: “the participation instruments” has added the words: “or clauses which attribute a similar right to transfer the participations instruments,”.

[100]. Letter thus amended with resolution no. 19520 of 24.2.2016, which replaces the words: “of the issuer" with the words: “of the company”.

[101]. Letter added by resolution no. 21110 of 10.10.2019.

[102]. Paragraph previously replaced by resolution no. 19520 of 24.2.2016 and then first amended by resolution no. 20204 of 29.11.2017, which replaces the words “the innovation”, with the words “small and medium-sized enterprises” in the main body of the paragraph, the words “innovative start-ups or innovative SME” with the words “small and medium-sized enterprises” in point i) and the words “an innovative start-up or an innovative SME” with the words “small and medium-sized enterprises” in point ii) and later by resolution no. 21110 of 10.10.2019 that replaced the words: “for the purposes of perfecting” with the words: “In case of offers regarding shares representing stock, for the purposes of perfecting”, after the words: “portfolio of financial instruments” added the words: “of the Consolidated Law”, has replaced the word: “cash” with the word: “money” and had added the last paragraph after point ii).

[103]. Paragraph previously added by Resolution no. 19520 of 24.2.2016 and then first amended by resolution no. 20204 of 29.11.2017, which replaces the phrases “the innovation” and “innovative start-ups or innovative SME” (two instances) with the words “small and medium-sized enterprises” and after the words: "certification of" has replaced the words: "start-up or SME" with the words: "small and medium enterprise" and then by resolution no. 21110 of 10.10.2019 that has replaced the word: “cash” with the word: “money”.

[104]. Paragraph added by resolution no. 20204 of 29.11.2017.

[105]. Paragraph added by resolution no. 21110 of 10.10.2019.

[106]. Paragraph added by resolution no. 21110 of 10.10.2019.

[107]. Paragraph first amended with resolution no. 19520 of 24.2.2016, which replaces the words: “on the tied account opened in the name of the issuer” with the words: “on a tied account destined for the bidder”, and then by resolution no. 20204 of 29.11.2017, which replaces the words “at the banks or investment companies to which the orders are transmitted” with the words “by the entities that receive and complete the orders”.

[108]. Paragraph first amended by resolution no. 20204 of 29.11.2017, adding the words “or investors other than the categories referred to in article 24, paragraph 2” after the words “professional investors” and then by resolution no. 21110 of 10.10.2019 after the words “The investors” has eliminated the words: “other than the categories referred to in article 24, paragraph 2,”, after the words: “is definitely closed” has added the words: “or the delivery of the financial instruments has taken place”, after the words:: “any new” has added the word: “significant” after the words: “material mistake” has added the words: “or an inaccuracy”.

[109]. Article added by resolution no. 21110 of 10.10.2019.

[110]. Title thus amended by resolution no. 20204 of 29.11.2017, replacing the words “Annex no. 1” with the words “Annex 1”.

[111]. Title thus replaced by resolution no. 19520 of 24.2.2016.

[112]. Section first replaced by resolution no. 19520 of 24.2.2016 and then amended by resolution no. 20204 of 29.11.2017 according to the terms indicated in the note below.

[113]. Letter thus amended by resolution no. 20204 of 29.11.2017, replacing the words “stake is held in the case of indirect shareholdings” with the words “indirect shareholding is held”.

[114]. Point thus amended by resolution no. 20204 of 29.11.2017, replacing the words “The banks and investment companies” with the words “Investment firms, EU investment firms, non-EU companies other than banks authorised in Italy, the managers referred to in article 1, paragraph 1, letter q-bis) of the Consolidated Law, limited to the offer of UCITs shares that mainly invest in small and medium enterprises, and banks authorised for the related investment services”.

[115]. Point first amended by resolution no. 19520 of 24.2.2016, which after the words: "of innovative start-ups" added the words: “and of innovative SME”, and then by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up and of the innovative SME” with the word “bidder”.

[116]. Point first amended by resolution no. 19520 of 24.2.2016, which after the words "of innovative start-ups", added the words “and of innovative SME”, and then by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up and of innovative SME” with the word “bidder”.

[117]. Point first amended by resolution no. 19520 of 24.2.2016, which after the words "between the innovative start-up" added the words “or the innovative SME”, and then by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up or the innovative SME” with the word “bidder”.

[118]. Point first introduced by Resolution no. 19520 of 24.2.2016 and then amended by resolution no. 21110 of 10.10.2019 that replaced the words: “the description of the internal procedures for checking contemplated by Article 13, paragraph 5-bis, if it is to be carried out for every order received for adhesion to the offers” with the words: “if he intends to institute an electronic board”.

[119]. Point first amended by resolution no. 19520 of 24.2.2016, which replaces the words: “paragraph 2" with the words: “paragraph 1” and then by resolution no. 21110 of 10.10.2019.

[120]. Point thus replaced by resolution no. 20204 of 29.11.2017.

[121]. Point added by resolution no. 21110 of 10.10.2019.

[122]. Point added by resolution no. 21110 of 10.10.2019.

[123]. Point added by resolution no. 21110 of 10.10.2019.

[124]. Point added by resolution no. 21110 of 10.10.2019.

[125]. Point added by resolution no. 21110 of 10.10.2019.

[126]. Section first replaced by resolution no. 19520 of 24.2.2016 and then thus amended by resolution no. 20204 of 29.11.2017, replacing the words “even if indirect, by UCITs” with the words “through UCITs” and the words “innovative start-up companies and innovative SME” with the words “small and medium-sized enterprises”.

[127]. Point thus amended by resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder”.

[128]. Section first replaced by resolution no. 19520 of 24.2.2016 and then amended by resolutions no. 20204 of 29.11.2017 and no. 21110 of 10.10. 2019 according to the terms indicated in the notes below.

[129]. Section thus amended by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up companies and innovative SME” with the words “small and medium-sized enterprises” and deleting the words “the auditor's opinion”.

[130]. Section thus amended by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up companies and innovative SME” with the words “small and medium-sized enterprises”.

[131]. Section thus amended by resolution no. 20204 of 29.11.2017, replacing the words “innovative start-up companies and innovative SME” with the words “small and medium-sized enterprises”.

[132]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[133]. Letter thus modified by resolution no. 21110 of 10.10.2019 that eliminated the words: “the percentage of the bidder's share capital represented by the same” and after the words: “procedures for exercise” has added the words: “, of the possible destination to negotiation in a regulated market, in a multilateral system of negotiation or in an organised system of negotiation, as well as in the case of offers regarding risk capital securities, in the percentage they represent compared to the share capital of the bidder. In the case of newly issued financial instruments, description of the corporate resolutions in virtue of which the financial instruments have been or will be issued”.

[134]. Letter added by resolution no. 21110 of 10.10.2019.

[135]. Letter thus amended by resolution no. 20204 of 29.11.2017, replacing the words “the innovative start-up companies or by the innovative SME” with the words “small and medium-sized enterprises”.

[136]. Letter added by resolution no. 21110 of 10.10.2019.

[137]. Letter thus amended by resolution no. 20204 of 29.11.2017, replacing the words “banks and investment companies” with the words “the entities that receive and complete the orders”.

[138]. Letter added by resolution no. 19520 of 24.2.2016.

[139]. Letter added by resolution no. 20204 of 29.11.2017.

[140]. Letter amended by resolution no. 21110 of 10.10.2019 that before the words: “description of the methods for calculating” has added the words: “in the case of offers regarding risk capital securities,”.

[141]. Letter thus replaced by resolution no. 20204 of 29.11.2017.

[142]. Letter thus amended by resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder”.

[143]. Letter thus amended by resolution no. 19520 of 24.2.2016, which replaces the word: “issuer” with the word: “bidder”.

[144]. Section added by resolution no. 20204 of 29.11.2017.