THE MINISTER OF TREASURY Given the Royal Decree-Law 12 March 1936, n. 375, and subsequent amendments and additions, as well as' the legislative decree of the Provisional Head of State July 17, 1947, n. 691; Having regard to Law 10 October 1990, n. 287, entitled "Provisions for the protection of competition and the market"; Seen in particular Title V of the aforementioned law n. 287/1990, which lays down rules for participation in the capital of credit institutions; Given the decision of the Interministerial Committee for Credit and Savings of 20 March 1987 relating to equity interests in the capital of credit institutions and of exposures to related parties; Having regard to the Law of 30 July 1990, n. 218 and the Legislative Decree of 20 November 1990 n. 356; Had in mind that the rules on the ownership structure of credit institutions has the purpose 'to safeguard the autonomy of bank management, as a prerequisite for the efficient allocation of resources; Given the need 'to issue directives aimed at ensuring independence of credit institutions and the protection of the interests of depositors; Given the report with which the Bank of Italy has made proposals for the application of the principles contained in Title V of the law n. 287/1990; Considered urgent, pursuant to art. 14 of the Royal Decree-Law 12 March 1936, n. 375, and subsequent amendments and additions; Decrees: The Bank of Italy, in the exercise of the powers delegated to it by Title V of the law 10 October 1990 n. 287, it land 'to the information and the general criteria specified below. 1. GOVERNING authorization. 1.1. Scope. Under Law no. 287/1990 detect, for the purpose of authorization, the following circumstances exist: a) the acquisition or subscription of shares or credit institution involving shares, taking into account the already 'owned shares, a stake of no more than 5% and not control exceeding 15% of that institution's capital; b) the acquisition or subscription of shares or units of the credit institution which involve, taking into account the shares already 'held a stake of more than 15% of the capital or controlling the company, irrespective' of the interest ; c) the acquisition or subscription of shares or units of the credit institution which involve, in itself 'or together with previous changes, an increase or decrease of more than 2% of the credit institution's capital, where the participation already' held is greater than 5% of the capital of the same. For the purposes of the definition of authorization thresholds must be taken into account all shares acquired or subscribed with voting rights; in the calculation of the percentage they are then compute the preferred shares, but not those savings. The amount of the investment should be compared to the capital subscribed or to the bottom of the credit institution which is supplied by the memorandum and subsequent amendments, excluding the part represented by shares or savings shares. In the case above, the participation in the credit institution's capital detects when it is acquired either directly or through the company 'subsidiaries, company' trustees or nominees. For the purposes of this framework, the relationship of control is deemed to exist in situations covered by Article. 27, paragraph 2, of Law no. 287/1990. Referring to the cases of the syndicate for control, they are only relevant to consider the direct voting trusts in credit institutions; also not be considered controlling parties that control the participants in the pact. It is understood the indirect control on independently configurable former bank Art. 2359 of the Civil Code. In any case, the Bank of Italy potra 'take into account, for the purposes of granting authorizations, of any agreements between shareholders subsisting in the investment chain. 1.2. Prohibition to permission. In connection with art. 27, paragraph 6, of the law n. 287/1990, the Bank of Italy can not 'grant an authorization for the transactions referred to in item 1.1, letter b), if the participants in the credit institution's capital are subject non-credit institution or by the institutions and society' financial, meaning those persons who perform activities' business, individually or collectively, in non-credit and non-financial sectors. Individuals, as well as legal ones 'bodies devoid of personality' that no legal business entrepreneurs are excluded from the authorization ban. To define membership in the sector art. 27, paragraph 6. In addition, among the grounds for revocation include: taking objectively proven attempts to circumvent the rules; the violation of commitments contained in the protocol of autonomy; the transmission to the Bank of Italy of information and data that do not correspond to the truth. WITHDRAWAL The authorization can 'be prepared by the Bank of Italy when a declaration of temporary absence of one or more' of the requirements for the authorization, whose recovery is assured in the short term by the person concerned. 1.5. permitting procedures. The persons who have acquired or subscribed shares of a credit institution in the cases in which there and 'authorization requirement, may not exercise the voting rights attaching to the securities themselves up to where they have obtained the authorization of the Bank' Italy; pursuant to art. 27, paragraph 5, of the law, and 'required the prior approval of the supervisory board if the transaction involving assumption of the credit institution's control. Requests for authorizations should be addressed to, by using the model that will be 'published in the Official Journal. The Bank of Italy, in order to simplify the procedural steps, has right 'to establish specific modalities' for the submission of applications by the entities belonging to the same group of companies. Credit institutions may submit requests for authorization according to the procedures 'provided for by the current supervisory provisions on investments, sempreche' the same instances are expressly made pursuant to and for the effects of the legislation referred to in Title V of the Act. 1.6. existing interests at the effective date of the law. With regard to holdings in excess of 5%, and those involving the credit institution's control, existing at the date of entry into force of the law, the Bank of Italy will exercise 'powers of authorization provided for by art. 27, paragraph 7, of the following criteria: a) the acquisitions made before the date of 25 January 1989 can be maintained, following verification by the supervisory board that they have not resulted in injury or actually impairs dell ' entity management autonomy participated; b) holdings constituted before that date which have exceeded the limits of art. 27, paragraph 6, for subsequent purchases to 25 January 1989 may be authorized if these purchases consist of acts of natural consolidation of the investment (for example, the merger of two or more 'organizations or society', exercise the right of first refusal), sempreche 'have indicated that participation is derived from the same injury to the credit institution; c) investments consisting in whole or increased decisively after 25 January 1989 will be assessed in the same way as those acquired after the entry into force of the law. 2. PROTOCOL OF AUTONOMY. The protocol of autonomy and 'a declaration addressed to the Bank of Italy that will have to' contain the commitment of the reporting agent to not engage in, by virtue 'of its participation in the bank's capital, acts or behavior contrary to the requirements of autonomy management entity participated as well as' the interests of depositors; not impose credit institution attended, in the case of establishment of contractual relations, unfavorable conditions for the same entity; to promptly learn about the Bank of Italy each subsequent fact or act that changes the information provided as well as' any further significant circumstance regarding its participation in the credit institution; adhere to the calls that the Bank of Italy, in line with the general directives laid down by the credit committee, ask the shareholders in terms of operational independence of credit institutions; ensure that data and information provided are consistent with truth '. The Bank of Italy has right 'to ask, even if by chance, taking more more' specific commitments by parties who hold a significant position in the credit institution's capital. The declaration must 'be submitted to the Bank of Italy in support of the application for authorization as well as' the credit institution referred to participation; however, if the application relates to subsequent variations which result in an increase or decrease more than two percent of the interest of the credit institution's capital, the Bank of Italy potra 'allow the requesting parties are limited to confirm the statement in released earlier, sempreche 'as a result of these changes have not changed the conditions and assumptions relating to the original authorization. 3. CONFLICTS OF INTEREST. 3.1. Discipline of exposures to major shareholders. This is without prejudice to the time the discipline established by resolution of the Committee of Credit of 20 March 1987, subject to the adjustments shown below are necessary following the provisions introduced by Title V of Law no. 287/1990. 1) The discipline's own exposure to significant shareholders and 'extended to the special credit institutions. 2) For significant shareholders shall mean any natural or legal person and society 'of people who directly or indirectly participate in the amount indicated in paragraph 3 below) in the capital of credit institutions; the companies' directly or indirectly controlled by such shareholder. From the list of major shareholders are excluded public bodies that have carried out the assignment of the entire banking company under the Law of 30 July 1990, n. 218, for which the borrowing limits are subject to specific statutory provision approved by the authorities' (Art. 12, letter f) of legislative decree no. 356/1990). 3) The share of participation in the capital aimed at identifying the major shareholders is established by the Bank of Italy in the 5% excess, ie, regardless of the limit, if the interest determines, pursuant to art. 27, paragraph 2, of the law 10 October 1990 n. 287, the credit institution's control. with agreement Voting Trust participation in the event having as its object the actions or credit institution's shares, are considered significant shareholders, in addition to adhering to the agreement with more than 5% shares, even those with shares below this threshold, as long 'such participation is crucial to the formation of the majority required for decisions of the union itself. For the determination of the fee it refers to what is stated in paragraph 1.1 of this Decree. 4) The granting of credit facilities by the credit institution and the companies' banking and financial controlled by it in favor of the whole relevant shareholder group must appear in the limit of 20% of assets. The Bank of Italy, with reference to particular structural features or managerial situations, has right 'to establish specific modalities' of application of the discipline, also, as regards the determination of limti to granting credit to the relevant shareholders. Credit institutions registered in the register of art. 29, paragraph 1, of the Royal Decree-Law 12 March 1936, n. 375, and subsequent amendments and additions, are obliged to report to the Bank of Italy, with the mode 'this indicated, reports in order to trust in favor of its directors, members of executive management and the company' belonging to them boss. The Bank of Italy shall issue instructions regarding facts that credit institutions must apply, for the application of this framework, during the investigation of instances of custody. And 'it entrusted to the Bank of Italy the right' to establish transitional rules to allow credit institutions to bring the credit lines already 'granted within the limits of this discipline. 3.2. Conflicts of interest in relation to other activities' bank. The Bank of Italy provides that, in relations that have regard to the activities 'other than the provision of credit, credit institutions do not apply, to the relevant shareholders, contract conditions more' favorable than those charged to customers for equivalent performance. The Bank of Italy will issue 'the implementing provisions of this decree notifying the Interministerial Committee for Credit and Savings. This decree will be 'published in the Official Gazette of the Italian Republic. Rome, June 5th, 1991 Minister: CARLI