Results of the consultation (19 October 2022)
[All documents are available only in Italian]
As a result of a consultation carried out jointly by Consob and the Bank of Italy, the amendments to the Single Provision on Post-trading necessary to adapt the Italian legislation to Directive (EU) 2017/828 on the promotion of the commitment to long-term shareholder ("SHRD 2") and the related Implementing Regulation (EU) 2018/1212, have been adopted. The regulatory review carried out, in implementation of the regulatory powers provided for by the transposition decree (Legislative Decree no. 49 of 2019), thus makes it possible to conform the Italian regulation to the European reference framework for the identification of shareholders, transmission of information and facilitation of the exercise of shareholders' rights.
The amendments adopted make it possible to define an organic regulation of the procedures for requesting and carrying out the shareholder identification procedure. The criteria for dividing the costs of identification required by minority shareholders are also revised, amending the provisions of the Issuers' Regulation, as well as the rules for identifying the holders of other financial instruments. The amendments introduced also concern (i) the obligations to transmit information, necessary for the exercise of rights, from the issuers to the shareholder through intermediaries along the holding chain and (ii) the methods for sending, through the chain of intermediaries, of the confirmation of receipt of the electronic vote.
Further interventions then concern the scope of application of the Single Provision and the technical methods of fulfilling the obligations under the Directive. On this occasion, limited interventions were made to clarify the rules on the allocation of the increase in the right to vote, provided for by the article no. 127-quinquies of the Consolidated Law on Finance (TUF), as well as marginal fine-tuning changes to the aforementioned regulatory texts.
Finally, a transitional period is envisaged for the entry into force of the amendments to the Single Provision, in order to allow the companies to have an adequate time frame for the necessary implementation of the new discipline.
The text of the amending act of the Single Provision and of Resolution no. 22422 of 28 July 2022 containing the amendments to the Issuers' Regulation, the related explanatory report and the comments received throughout the consultation, together with the opinion of the Committee of Market Operators and Investors (Comi), are available on the website www.consob.it.