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Amendments To The Implementing Regulations Of Legislative Decree February 24, 1998, # 58, Concerning The Regulation Of Broadcasters, Adopted By Resolution N. 11971 Of May 14, 1999 And Subsequent Amendments. (Resolution # 18612).

Original Language Title: Modifiche al regolamento di attuazione del decreto legislativo 24febbraio 1998, n. 58, concernente la disciplina degli emittenti,adottato con delibera n. 11971 del 14 maggio 1999 e successivemodificazioni. (Delibera n. 18612).

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The NATIONAL COMMISSION for companies and the stock market having regard to law No 216 June 7, 1974 as amended; Having regard to the Legislative Decree of February 24, 1998, # 58 as amended; Having regard to the Legislative Decree June 18, 2012, n. 91 laying "Modifiche ed integrazioni al decreto legislativo January 27, 2010, # 27, implementing Directive 2007/36/EC, on the exercise of certain rights of shareholders in listed companies '; Having regard to Council Directive 73/2010/EU of the European Parliament and of the Council of November 24, 2010 «amending directives 2003/71/EC on the prospectus to be published for the public offer or admission to trading of financial instruments and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market '; Having regard to Council Directive 78/2010/EU of the European Parliament and of the Council of November 24, 2010 «amending directives 98/26/EC, 2002/87/EC, 2003/6/EC, 2003/41/EC, 2003/71/EC, 2004/39/EC, 2004/109/EC, 2005/60/EC, 2006/48/EC, 2006/49/EC, and 2009/65/EC in respect of the powers of the European supervisory authority (European banking authority) , the European supervisory authority (European insurance and occupational pensions authority) and the European supervisory authority (European Securities and markets authority)»; Having regard to Council Regulation (EU) No. 486/2012 of March 30, 2012 «amending Regulation (EC) no 809/2004 regarding the format and content of the prospectus, base prospectus and the final terms of the summary, as well as with regard to reporting obligations '; Having regard to the Legislative Decree of October 11, 2012, n. 184 laying "implementation of Directive 2010/73/EC amending directives 2003/71/EC on the prospectus to be published for the public offer or admission to trading of financial instruments and 2004/109/EC on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market '; Having regard to resolution No 11971 of May 14, 1999 by which it was adopted the regulation concerning the discipline of issuers pursuant to Legislative Decree No 58 February 24, 1998, last amended by resolution # 18523 of April 10, 2013; Considered it necessary to amend certain provisions of the regulation on discipline of issuers in order to adapt to the changed legislative framework, national and community levels, as became apparent as a result of the above measures; Considered appropriate to make certain amendments to the regulation concerning the discipline of issuers on takeover bids or Exchange, admission to trading and disclosure requirements, in order to respond to information needs highlighted by the praxis and to simplify and rationalise the rules in force; Considered the comments made by the persons and bodies in response to the consultation paper on proposed amendments to the regulation concerning the discipline of issuers on price sensitive communications, membership rights, prospectus, takeover bids or Exchange and other proposed amendments, released on May 3, 2013 for the purpose of preparing the present legislation;
Resolution: Art. 1 Changes to the regulation concerning the regulation of broadcasters adopted by resolution n. 11971 of May 14, 1999 and subsequent modifications. 1. part I is hereby amended as follows: a) in art. 2 am makes the following changes: paragraph 3 is repealed;
paragraph 4 is replaced by the following subparagraph: ' 4. Does not constitute an offer of securities to the public price quotes made by systematic internalisers involving financial instruments that have already been the subject of an offer to the public for which it has been published a prospectus drawn up in accordance with Community provisions and approved no more than twelve months before the date of launching the operation on these financial instruments by the internaliser or that constituted the consideration of a public exchange offer for which an offering document has been published in the last twelve months in accordance with art. 102 of the consolidated text. ';
paragraph 5 is repealed;
paragraph 6 is replaced by the following subparagraph: ' 6. Are not also offer of securities to the public or public tender or Exchange under part IV, title II, of the consolidated price quotations made by systematic internalisers concerning financial instruments indicated in art. 100-bis, paragraph 4, of the single act and the financial instruments issued by Italian or foreign entities: 1) admitted to trading on a regulated market or an MTF in Italy or another European Union country; 2) already widespread among the public in Italy pursuant to art. 2-bis or already distributed among the public in the EU, provided that, in the latter case, the issuer or any guarantor or the parent companies have financial instruments admitted to trading on EU regulated markets or multilateral trading facilities of a country of the European Union and still provide regular reporting. ';
paragraph 7 is replaced by the following subparagraph: ' 7. sale of securities offerings carried out by systematic internalisers that differ from those indicated in paragraphs 4 and 6, number 1, applies, where presuppositions, art. 100-bis, paragraphs 2 and 3, of the consolidating Act.». 2. part II is amended as follows: a) in title I, chapter I, art. 3 are the following changes: in paragraph 1, point b), first sentence, the words ' the provisions of art. 5, paragraph 3-bis) (b) ' shall be replaced by the words "that any decision to invest in financial products should be based on an examination by the full prospectus investor»;
in paragraph 2, after the words "in Regulation (EC) no 809/2004 ' shall enter the words "amended";

b) in title I, chapter II, art. 5 are the following changes: in paragraph 1, first sentence, after the words "Regulation 809/2004/EC ' shall be inserted the words" amended ";
paragraph 3 is replaced by the following subparagraph: ' 3. The summary, provided by art. 94, paragraph 2, of the consolidated text, containing the information-key, it is prepared in accordance with the terms laid down by Regulation No 809/2004/EC, as amended. The summary is drawn up according to a common format, to make it easier to compare similar financial products synthesis notes. '
paragraph 4 is repealed;
c) in title I, chapter II, art. 6, paragraph 3, first sentence, the word «them» is replaced by the words ' they, together with a summary note on the specific issue, ';
d) in title I, chapter II, art. 7, paragraph 6, the words ' paragraph 4 ' are replaced by the words ' paragraph 5 ';
e) in title I, chapter II, art. 8, paragraph 8, the word «ESMA» is replaced by the word «ESMA»;
f) in title I, chapter II, art. 9 are the following changes: paragraph 1 is replaced by the following subparagraph: ' 1. the prospectus is filed with Consob approved according to the terms specified by itself with its communication, and made available to the public by the issuer or the offeror as soon as possible and in any event no later than the commencement of the offer: a) or by insertion in one or more newspapers with national circulation or large circulation in the Member State in which the offer is made; b) or in printed form free of charge from the registered office of the issuer and at the offices of brokers in charge of placement, including individuals working on behalf of the latter; c) or in electronic form on the website of the issuer or, if applicable, on the website of middlemen in charge of placement, including individuals working on behalf of the latter. ';
paragraph 3 is replaced by the following paragraph: «3. in cases where the prospectus is made available to the public only with the methods referred to in paragraph 1 (c)), the issuer, offeror and intermediaries in charge of placement they deliver for free to anyone who requests a hard copy of that statement. ';
g) in title I, chapter II, art. 10, in the book, after the words "validity of the offer prospectus" shall be inserted the words "';
h) in title I, chapter II, art. 11 are the following changes: paragraph 1 is amended as follows: in the introductory part, the words ' tenderer ' shall be replaced by the words "the person responsible for drawing up the prospectus ';
the letter b) is replaced by the following letter: "b") a copy of the prospectus approved. To that end, where Italy is the home Member State and the offer is carried out also, or only, in other Member States, the issuer or the person responsible for drawing up the prospectus shall, upon request and where appropriate in accordance with art. 12, copies of the prospectus drawn up in a language accepted by the competent authority of each host Member State or in a language customary in the world of international finance, at the choice of the issuer or the offeror. The issuer or the person responsible for drawing up the prospectus shall assume responsibility for translations with special declaration ';
the letter c) is replaced by the following letter: "c) where appropriate, a translation of the summary in the official language of the Member States where the offer is planned. To this end, the issuer or other person responsible for drawing up the prospectus shall transmit the translation together with the request. The issuer or other person responsible for drawing up the prospectus shall assume responsibility for such a translation with proper Declaration. ';
in paragraph 2, the words ' the responsible persons ' are replaced by the words ' the person responsible "and after the words" drafting of the prospectus "are added the words ' as well as ' ESMA ';
paragraph 4 is replaced by the following paragraph: «4. for the purposes of the public offer of securities required by art. 98, paragraph 2, of the consolidated text, the prospectus and any supplements are valid in Italy under the condition that the authority of the home Member State has notified Consob the documents referred to in paragraph 1 and ESMA prospectus approval certificate in accordance with paragraph 2. ';
s) in title I, chapter II, art. 12 are the following changes: in paragraph 2, in fine, it added the following period: «If the offer, as well as in Italy, it is carried out in another Member State, the prospectus is made available in a language accepted by the competent authority of each host Member State or in a language customary in the world of international finance, at the choice of the issuer or the offeror. ';
in paragraph 3, in fine, it added the following period: ' in cases where the prospectus is drawn up in the Italian language, it is made available to the public in a language accepted by the competent authority of each host Member State or in a language customary in the world of international finance, at the choice of the issuer or the offeror. ';
l) in title I, chapter III, section IV, art. 24 are the following changes: in paragraph 2, second sentence, after the words "Regulation No. 809/2004/EC ' shall be added the words ' amended ';
in paragraph 3, the words "paragraphs 3 and 4" shall be replaced by the words ' paragraph 3 ';
m) in title I, chapter V, section I, art. 34-ter, paragraph 1, have made the following changes: the letter b) is amended as follows: in the first period, before the words "the persons specified in art. 26 ' shall enter the words "addressed to qualified investors, meaning those ';
in the second sentence, the words ' credit institutions ' shall be replaced by the words «banks»;
in the third period, after the words «investment companies» shall be inserted the words "and banks ';
Letter d-bis) is repealed;
n) in title I, chapter V, section II, art. 34-sexies, paragraph 3, first sentence, the words «inferable from ' are replaced by the words ' provided to the persons in charge of the processing ';
o) in title II, chapter I, art. 35-ter, paragraph 5, the words ' paragraph 3 ' shall be deleted;

p) in title II, chapter I, art. 38, subsection 1, it is added, in order, the following period: «the bidder disseminate without delay a release to the market to give news of stepped in suspension of instructors made by Consob pursuant to art. 102, paragraph 4, of the consolidated text, as well as rebooting. ';
q) in title II, chapter I, art. 39, paragraph 4, first sentence, after the words "are disclosed to the market by ' shall enter the words" the day before ";
r) in title II, chapter I, art. 41, paragraph 6, the words "same rules ' supply ' shall be replaced by the words" mode indicated by art. 38, paragraph 2;
s) in title II, chapter II, art. 47-bis, paragraph 4, is added, in order, the following period: «dell'intervenuta suspension of instructors by Consob and restarting them is informed without delay with a press release to the market for additional spread or by persons acting in concert with it. '
t) in title II, chapter II, art. 47-e are the following changes: after paragraph 2 the following subparagraph is inserted: "2-bis. The decision to submit to Consob an instance for the increase in the price of the mandatory takeover bid is made known without delay to the market with the terms provided for by art. 36. ';
in paragraph 6, after the third period, The period is inserted as follows: "stepped in suspension of instructors by Consob and the reboot, it is informed in a statement to the market from the supplier without delay or spread by persons acting in concert with it. ' 3. Part III is amended as follows: a) in title I, chapter II, art. 52, after paragraph 1-bis, the following subparagraph is added: «1-ter. The Consob market management companies shall inform the successful submission of application form or the judgment of admissibility within the next day to the filing of the application, provided that, by the issuer or other person seeking admission. ';
b) in title I, chapter II, art. 53 are the following changes: in paragraph 1, after the words ' Regulation No 809/2004/EC ' shall be inserted the words "amended";
paragraph 2 is replaced by the following paragraph: "2. Apply, where compatible, 5, 6, 7 articles, paragraphs 2, 3, 4, 5 and 6, 8 1 3 4 2, paragraphs 5, 7, 8, 9, 10, and 34-octies, 34, and-novies. ';
in paragraph 3, second sentence, after the words "Supplement to the prospectus", the words ' shall be added, with the terms laid down in articles 25, paragraph 5, and 26, paragraph 7, of Regulation 809/2004/EC as amended ';
c) in title I, chapter II, art. 56 are the following changes: paragraph 1 is amended as follows: in the letter a), after the words ' mainstream ' shall be added the words ' in the Member State in which it is made the admission to trading;
in the letter c), the word ' by ' and ' be replaced by the word ' in ';
paragraph 3 is replaced by the following paragraph: «3. in cases where the prospectus is made available to the public only with the methods referred to in paragraph 1 (c)), the issuer or the person asking for admission to trading on a regulated market delivery for free to anyone who requests a hard copy of that statement. ';
d) in title I, chapter II, art. 57 are the following changes: paragraph 1 is amended as follows: the letter e), before the words "dividends paid to existing shareholders» shall be inserted the words" shares offered, allotted or to be assigned free of charge to existing shareholders and ';
in the letter h), # 7), first sentence, the words "paragraphs 3 and 4" shall be replaced by the words ' paragraph 3 ';
the letter l) is repealed;
paragraph 2 is replaced by the following paragraph: "2. The merger in which a company with shares not admitted to trading on a regulated market is embedded in a company with shares admitted to trading, when the extent of the latter's assets, other than cash and availability from financial assets which are not permanent, is less than fifty percent of active correspondents entity incorporated company paragraph 4 shall apply. ';
paragraph 3 is repealed;
paragraph 4 is replaced by the following paragraph: "4. in the cases referred to in paragraph 1, point d), for the purposes of equivalence rating listed issuers asking for admission to trading of their shares, Consob document with any additions to be subjected to the same and the instance to obtain that judgement at least thirty days before the date of effectiveness of the operation. Apply art. 52, paragraph 1-bis. ';
paragraph 8 is replaced by the following subparagraph: ' 8. Consob expresses the judgement of equivalence referred to in paragraph 1, point d), within ten working days from the date of submission to the same instance document and transmitted in accordance with paragraph 4. If Consob, on reasonable grounds, additional information it considers necessary, it shall inform the persons referred to in paragraph 4. Additional information is submitted to Consob, on pain of improcedibilita ', within ten days from the date of the request. In that case, the period laid down for the formulation of the judgement of equivalence shall begin on the day when received by the Consob this information. ';
e) in title I, chapter IV, art. 63 are the following changes: in paragraph 1, first sentence, after the words "prospectus for admission to trading» shall be inserted the words" required by art. 52 ';
in paragraph 3, in fine, it added the following period: "subject to articles 8, paragraph 6, and 9, paragraph 8. ';
f) in title II, chapter I, art. 65-f are the following changes: paragraph 3-bis is replaced by the following paragraph: «3-bis. For storage and filing with the SEC, securities issuers: a) send information about securities issuers controlled regulated at authorized identified storage mechanism controlled by them, in the manner indicated by the Manager of storage mechanism; b) ensure publication of regulated information relating to financial instruments other than securities website controlled by the same checked. ';

in paragraph 4, the words ' with the terms set out in the annexes 3I and 3 m, ' and the words ' and with the modalities indicated by Consob in its communication on the part of controlling persons who are not also securities issuers ' shall be deleted;
in paragraph 5, the words ', including those spread by its parent, ' shall be deleted;
g) in title II, chapter I, art. 65-g are the following changes: 2 paragraphs, 3, and 3-bis shall be repealed;
in paragraph 4, the words ' and their parents ' shall be deleted;
in paragraph 5, the words "paragraphs 1 and 2" shall be replaced by the words ' paragraph 1 ';
h) in title II, chapter II, section I, art. 66, paragraph 2, introductory part, the words ' and those that control them ' shall be deleted;
s) in title II, chapter II, section I, art. 67, paragraph 2, the words ' and those that control them ' shall be deleted;
l) in title II, chapter II, section II, art. 69-novies are makes the following changes: in paragraph 1, the words ' and legal entities ' are replaced by the words ' as well as ' entities ' and the word ' publish ' and ' be replaced by the word ' spread ';
in paragraph 3, point a), the words ' by legal persons "shall be replaced by the words «by subject»;
m) in title II, chapter II, section IV, art. 70 are the following changes: in paragraph 4, point c) is replaced by the following letter: "c) at least twenty-one days before the date of the Assembly shall make available to the public at the registered office of the company and with the modalities indicated by articles 65-65-65, d-e and f, the opinion on the appropriateness of the issue price of the shares issued by a statutory auditor or an audit firm. Sworn report of the expert appointed by the Court pursuant to art. 2343 of the civil code or the documentation indicated in art. 2343-ter, paragraph 2, of the civil code, and is made available to the public, with the same methods, at least fifteen days before the date set for the shareholders ' meeting. '
After paragraph 7, the following subparagraph is added: "7-bis. Disclosure of information provided for in this article shall apply to art. 65-bis, paragraph 2. ';
in paragraph 8, first sentence, the words ', or with the terms indicated by articles 65-65-65, d-e and f ' are deleted;
n) in title II, chapter II, section IV, art. 71, paragraph 1-bis, first sentence, the words ', or with the terms indicated by articles 65-65-65, d-e and f ' are deleted;
o) in title II, chapter II, section V, art. 77 are the following changes: in paragraph 1, after the words ' with the terms indicated by articles» are inserted the words ' 65-bis, section 2, ';
in paragraph 3, second sentence, after the words ' with the terms indicated by articles» are inserted the words ' 65-bis, section 2, ';
p) in title II, chapter II, section V, art. 81, paragraph 2, after the words ' with the terms indicated by articles» are inserted the words ' 65-bis, section 2, ';
q) in title II, chapter II, section V, art. 82, paragraph 1, after the words ' with the terms indicated by articles» are inserted the words ' 65-bis, section 2, ';
r) in title II, chapter II, section V, art. 83, paragraph 1, letter b) is amended as follows: the amount ' is replaced by ' amount ' 50,000 100,000 ';
in the end, it is added to the following period: «this exemption also applies to issuers that issue only debt securities whose denomination per unit is at least 50,000 euros or, in case of debt securities in currencies other than the euro, whose denomination per unit is, at the date of the issue, equivalent to at least 50,000 euros, which have already been admitted to trading on a regulated market in the European Union before the December 31, 2010 until these debt securities are in circulation. ';
s) in title II, chapter II, section VI, art. 84, paragraph 7 is replaced by the following paragraph: "7. If you are invited to a meeting only holders of debt securities whose denomination per unit amounts to at least 100,000 euros, or in the case of debt securities in currencies other than euro whose denomination per unit is at least equivalent to 100,000 euros at the date of issue, the issuer may choose as venue any Member State Assembly as long as all the tools and information necessary to enable such holders to exercise their rights are available in that Member State. This option also applies to holders of debt securities whose denomination per unit is at least 50,000 euros, or, in the case of debt securities in currencies other than the euro, whose denomination per unit is, at the date of the issue, equivalent to at least 50,000 euros which have already been admitted to trading on a regulated market in the European Union before the December 31, 2010 until these debt securities are in circulation, provided that all the tools and information necessary to enable such holders to exercise their rights are made available in the Member State chosen by the issuer. ";
t) in title II, chapter II, section VI, art. 84-ter, paragraph 1 is replaced by the following paragraph: «1. issuers shares, within the period of publication of the notice calling the meeting expected because of each of the items on the agenda, shall make available to the public at the registered office, on the company's website and other modalities indicated by articles 65-bis, section 2, 65-d , 65-e and 65-f, the reports provided for by art. 125-ter, paragraphs 1 and 3, of the consolidating Act.»;
u) in title II, chapter II, section VI, art. 85, paragraph 1-bis, below the words «with other methods defined by the articles ' shall enter the words ' 65-bis, section 2, ';
v) in title II, chapter II, section VI-bis, in art. 89-quater, paragraph 1, the words ' by CESR (Committee of European Securities Regulators)» are replaced by «ESMA»;
z) in title II, chapter IV, art. 102, subsection 2 is repealed;
AA) in title II, chapter VI, art. 109, paragraph 1, letter b) is replaced by the following letter: "b") by sending the press release at least two news agencies, or through a context, and through publication in its SDIR website, where available. ';
BB) in title IV, chapter II, art. 138 have made the following changes:

paragraph 1 is replaced by the following paragraph: "1. For granting a proxy the person who has the right to vote sends to the promoter the proxy form, even as electronic document signed in electronic form, in accordance with art. 21, paragraph 2, of legislative decree March 7, 2005, n. 82. ';
in paragraph 7, after the words "through written declaration ' shall enter the words", was released with the modalities provided for in paragraph 1, ';
CC) in title IV, chapter II, art. 139 are makes the following changes: in paragraph 1, the words ', including that provided by art. 144, paragraph 2, point b), of the consolidating Act, ' shall be deleted;
in paragraph 2, in fine, it added the following period: "this provision shall not apply where the interruption of the solicitation is prepared in accordance with art. 144, paragraph 2, point b), of the consolidated.». 4. Annex 1A is amended as follows: a in paragraph 1), before the section A ("Facsimile of structure of communication on a prospectus as a single document '), it is inserted the following period:" the information contained in the facsimile, if they are detectable by documents annexed to the communication, may be omitted as long as it's made explicit reference to those documents (except for the brief description of the offer , the designation of the persons who promote, the endorsement of the conditions of the offer and subscriptions, requests directly art. 4 of Regulation No 11971 of 1999). ';
b) in point 1, section A ("Facsimile of structure of communication on a prospectus as a single document»), have made the following changes: the letter b) is replaced by the following:" (b) the communication letter to insert, inter alia, the normative references according to the following diagrams: communication under articles 94 and 113 of Legislative Decree No 58/1998 and articles 4 and 52 of Consob Regulation n. 11971 of May 14, 1999 , as supplemented and amended. [in the case of public offerings which include admission to trading of financial instruments], or notice pursuant to art. 94 Legislative Decree 58/1998 and art. 4 of Consob regulation. 11971 of May 14, 1999, as supplemented and amended. [in the case of single public offering], or notice pursuant to art. 113 Legislative Decree 58/1998 and art. 52 of Consob regulation. 11971 of May 14, 1999, as supplemented and amended. [in the case of mere admission to trading] ';
After the letter d), the following point is inserted: "d-bis) indication of any subject named as sponsor in the admission procedure (trade name and registered office, telephone number, fax number and e-mail address of the natural person who represents him in the operation) ';
in the letter e), in the end, it included the following period: "if some of those conditions are not present at the time of the communication, indication of timing that these assumptions will come to existence, in keeping with the timing of the investigation [in which case the claim must be repeated in the course of investigation] ';
After the letter f), the following points are inserted: ' f-bis) any statement of the issuer to opt for the preparation of a prospectus in accordance with the proportionate schemes listed in annexes XXIII and XXIV of the Regulation # 809 (EC) 2004 where the conditions under art. 26-bis thereof;
f-ter) any statement of the issuer that is small and medium-sized enterprise or company in capitalization reduced to opt for drawing up a prospectus according to the schemes listed in annexes I to XVII and XX to XXIV to Regulation 809 (EC) 2004 pursuant to art. 26-ter thereof ';
c) in point 1, section B ("Facsimile of structure of communication on a prospectus as separate documents-registration document»), have made the following changes: the letter b) is replaced by the following:" (b) the communication letter to insert, inter alia, the normative references according to the following scheme: notice pursuant to art. 94, paragraph 4, and art. 113 of Legislative Decree No 58/1998 and articles 4, 5, paragraph 4-bis of Consob regulation 11971, 52 and the integrated and amended May 14, 1999, as. .. [in the case of public offerings that provide for the admission to trading of financial instruments. If there is no certainty the type of operation for which the registration document will be used, please refer only to articles 94, paragraph 4 of Legislative Decree No 58/1998 and articles 4 and 5, subparagraph 4-bis of Consob regulation 11971 of May 14, 1999, as supplemented and amended.], or notice pursuant to art. 94, paragraph 4, of Legislative Decree No 58/1998 and articles 4 and 5, subparagraph 4-bis of Consob regulation 11971 of May 14, 1999, as supplemented and amended. ... [in the case of single public offering], or notice pursuant to art. 113 Legislative Decree 58/1998 and art. 52 of Consob regulation. 11971 of May 14, 1999, as supplemented and amended. [in the case of mere admission to trading. If you do not have certainty about the type of operation for which the registration document will be used, please refer only to articles 94, paragraph 4 of Legislative Decree No 58/1998 and articles 4 and 5, subparagraph 4-bis of Consob regulation. 11971 of May 14, 1999, as supplemented and amended] ';
After the letter e), the following points are inserted: ' e-bis) any statement of the issuer to opt for the drafting of a document in accordance with the key logging proportioned in annex XXIII to Regulation No 809 (EC) 2004 where the conditions under art. 26-bis thereof;
and Any statement of the issuer-ter) it's small and medium enterprise or company in capitalization reduced to opt for drawing up a prospectus according to the schemes listed in annexes I to XVII and XX to XXIV to Regulation 809 (EC) 2004 pursuant to art. 26-ter thereof ';

d) in point 1, section C ("Facsimile of structure of communication on a prospectus as separate documents-information note on financial instruments"), have made the following changes: the letter b) is replaced by the following: "(b) the communication letter to insert, inter alia, the reference standards as follows: communication under articles 94 and 113 of Legislative Decree No 58/1998 and articles 4 , 5, paragraph 5, and 52 of Consob regulation 11971 of May 14, 1999, as supplemented and amended. [in the case of public offerings which include admission to trading of financial instruments], or notice pursuant to art. 94, paragraph 4, of Legislative Decree 58/1998 and art. 5, paragraph 5, of Consob Regulation n. 11971 of May 14, 1999, as supplemented and amended. [in the case of single public offering], or notice pursuant to art. 113 Legislative Decree 58/1998 and art. 52 of Consob regulation. 11971 of May 14, 1999, as supplemented and amended. [in the case of mere admission to trading] ';
in the letter f), in the end, it included the following period: "if some of those conditions are not present at the time of the communication, indication of timing that these assumptions will come to existence, in keeping with the timing of the investigation [in which case the claim must be repeated in the course of investigation] ';
After the letter g), the following points are inserted: ' g-bis) any statement of the issuer to opt for the drafting of a briefing note on financial instruments in accordance with the key proportioned in Annex XXIV to Regulation (EC) 809 of 2004 where the conditions under art. 26-bis thereof;
g-ter) any statement of the issuer that is small and medium-sized enterprise or company in capitalization reduced to opt for drawing up a prospectus according to the schemes listed in annexes I to XVII and XX to XXIV to Regulation 809 (EC) 2004 pursuant to art. 26-ter thereof ';
and 2, section A) to the point ("public offerings of financial products other than units or shares of MUTUAL FUNDS and products issued by the insurance undertakings '), have made the following changes: the letter d), note 4 is replaced by the following note:" Note 4. The document cited, where not available, must be sent in good time to allow the conclusion of the investigation and before approval of the prospectus, and therefore his absence does not start the incompleteness of communication. The Declaration will be transmitted to Consob after approval of the prospectus, where the same prospectus indicates the date on which the financial products will be available and that date is earlier than the start date of the offer. ';
the letter j) is amended as follows: after the words "authorities of other EU Member States, ' shall enter the words" submitted with the draft prospectus, ';
After the words "is requested by those States ' shall be added the words", and the translated copy of the prospectus where necessary in accordance with art. 12 of regulation ';
footnote 9 is replaced by the following note: "Note 9 these documents, if not available, must be provided in sufficient time to permit the conclusion of the investigation, and therefore their loss of production does not start the incompleteness of communication." 5. Annex 1 is amended as follows: point 1, Table 2, a) to have made the following changes: the letter b) is replaced by the following letter: "b") the reference to any rim run attached table on the corresponding schema, with its motivation; ';
the letter c) is repealed;
the letter e) is amended as follows: after the words "authorities of other EU Member States, ' shall enter the words" submitted with the draft prospectus, ';
After the words "is requested by those States ' shall be added the words", and the translated copy of the prospectus where necessary in accordance with art. 12 of regulation ';
footnote 5 is replaced by the following note: "Note 5 these documents, if not available, must be provided in sufficient time to permit the conclusion of the investigation, and therefore their loss of production does not start the incompleteness of communication. ';
b) in point 2, Table 2, letter d) have made the following changes: after the words "authorities of other EU Member States, ' shall enter the words" submitted with the draft prospectus, ';
After the words ' where required by those States ' shall be added the words ", and the translated copy of the prospectus if required pursuant to art. 12 of regulation ';
footnote 6 is replaced by the following note: "Note 6 such documents, if not available, must be provided in sufficient time to permit the conclusion of the investigation, and therefore their loss of production does not start the incompleteness of communication."