Urgent Decree of the Minister of Economy and Finance, President of the CICR, of 27 July 2011, No. 675

Secretariat of the Interministerial Committee for Credit and Savings Interministerial Committee for Credit and Savings RR The Minister of Economy and Finance - President

HAVING REGARD TO Article 1, paragraph 2, letter h-quater, of Legislative Decree No. 385 of 10 September 1993, and subsequent amendments (TUB), which defines participations as shares, quotas, and other financial instruments that confer administrative rights or any other rights provided for in the last paragraph of Article 2351 of the Civil Code;

HAVING REGARD TO Article 19 of the TUB, which provides for prior authorization obligations for the acquisition of participations in a bank and for changes to the same that entail control or the possibility of exercising significant influence on the bank itself, or that reach or exceed the thresholds indicated in paragraphs 1 and 2 of the cited article;

HAVING REGARD TO Article 19, paragraph 5, of the TUB, which provides that the Bank of Italy issues authorization when conditions are met that guarantee sound and prudent management of the bank, evaluating the quality of the potential acquirer and the financial solidity of the acquisition project, based on the criteria indicated in the said paragraph;

HAVING REGARD TO Article 19, paragraph 9, of the TUB, which provides that the Bank of Italy, in conformity with the resolutions of the CICR, issues implementing provisions for the same article, and in particular regulates the methods and timeframes of the evaluation procedure referred to in paragraph 5 of the same article, the criteria for calculating relevant voting rights for the purposes of applying the thresholds provided for in paragraphs 1 and 2, including cases where voting rights are not counted for the purposes of applying the same paragraphs, and the criteria for identifying cases of significant influence;

HAVING REGARD TO Article 20 of the TUB, pursuant to which the Bank of Italy establishes, for informational purposes, communication obligations regarding operations for the purchase or sale of participations in banks, determining the prerequisites, methods, and timeframes;

HAVING REGARD TO Article 22, paragraph 1-bis, of the TUB, pursuant to which, for the purposes of applying Titles II, Chapters III and IV of the TUB, the acquisition of participations by multiple subjects who, based on agreements concluded in any form, intend to exercise their rights in a concerted manner is also considered,

Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President 2. when such participations, considered cumulatively, reach or exceed the thresholds indicated in Article 19 of the TUB;

HAVING REGARD TO Article 110 of the TUB, as reformulated by Legislative Decree No. 141 of 13 August 2010, which provides that financial intermediaries are subject, among others, to the provisions contained in Articles 19, 20, 22, 23, and 25 of the TUB, insofar as compatible;

HAVING REGARD TO Article 114-quater of the TUB which provides that electronic money institutions (EMIs) are subject, among others, to the provisions contained in Articles 19, 20, 22, 23, and 25 of the TUB, insofar as compatible;

HAVING REGARD TO Article 114-undecies of the TUB which provides that payment institutions are subject, among others, to the provisions contained in Articles 19, 20, 22, 23, and 25 of the TUB, insofar as compatible;

HAVING REGARD TO Directive 2007/44/EC of the European Parliament and of the Council of 5 September 2007 amending Directive 2006/48/EC as regards the procedural rules and criteria for the prudential assessment of acquisitions and increases in holdings in the financial sector;

TAKING INTO ACCOUNT Recital 6 of Directive 2007/44/EC, which provides that Member States may impose an additional threshold below 10 percent whose reaching determines the emergence of communication obligations;

TAKING INTO ACCOUNT Recital 8 of Directive 2007/44/EC, which provides that the criterion relating to the "reputation of the candidate acquirer" presupposes the verification of the existence of any doubts regarding the integrity and professional competence of the candidate acquirer, and the substantiation thereof;

TAKING INTO ACCOUNT Directive 2004/109/EC on the harmonization of transparency requirements regarding information on issuers whose securities are admitted to trading on a regulated market;

TAKING INTO ACCOUNT the implementing guidelines issued by the European 3rd level Committees CEBS, CESR, and CEIOPS (Guidelines for the prudential assessment of acquisitions and increases in holdings in the financial sector required by Directive 2007/44/EC);

ON PROPOSAL of the Bank of Italy;

DEEMING it urgent to provide, pursuant to and for the effects of Article 3, paragraph 2, TUB;

DECREES

CHAPTER I
(Applicable Scope and Prerequisites)

Article 1
(Applicable Scope)

1. This decree applies to the participations referred to in Article 1, paragraph 2, letter h-quater, of the TUB, in banks, holding companies of banking or financial groups, financial intermediaries, electronic money institutions, and payment institutions (hereinafter defined as "supervised entity"), in conformity with the norms applicable to them and the statutory provisions; it also applies to the acquisition of control by virtue of contracts or statutory clauses referred to in Article 19, paragraph 8-bis, of the TUB.

Article 2
(Participations)

1. The following are subject to prior authorization by the Bank of Italy:
   the acquisition by any title of participations in a supervised entity that, taking into account those already held, confer a share of voting rights or capital at least equal to 10 percent; changes in participations when the share of voting rights or capital reaches or exceeds 20 percent, 30 percent, or 50 percent.
2. The calculation of voting rights with reference to shares is carried out by placing: in the numerator, the sum of the shares with voting rights to be acquired and those with voting rights already held; in the denominator, all shares with voting rights issued by the supervised entity.
   All shares that confer the right to vote are considered to have voting rights, even if limited to particular topics or subject to the occurrence of particular conditions.
   It is irrelevant that the voting right is limited to a maximum amount or that tiering is provided for.
3. If the supervised entity has issued shares with voting rights belonging to different categories, with voting rights limited to particular topics or subject to the occurrence of a condition, authorization is required when, following the acquisition or variation, the first of the thresholds calculated pursuant to paragraph 2 and paragraphs 4, 5, and 6 is reached or exceeded.
4. In the presence of shares with voting rights belonging to different categories, the calculation is carried out with reference to ordinary shares: in the numerator are placed the ordinary shares to be acquired and those already held; in the denominator, all ordinary shares issued by the supervised entity.

Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President 4.
5. In the presence of shares with voting rights limited to particular topics of relevance for the management of the company, the calculation is carried out with reference to each topic: in the numerator are placed the shares with voting rights to be acquired and those already held that vote on the same topic; in the denominator, all shares with voting rights that vote on the same topic issued by the supervised entity. The Bank of Italy identifies the topics relevant for the calculation provided for in this paragraph.
6. In the presence of shares with voting rights subject to the occurrence of a condition not yet fulfilled, the calculation of the participation for shares with voting rights is carried out by placing in the numerator and denominator only the shares that confer unconditional voting rights.
7. The calculation methods referred to in the preceding paragraphs apply, insofar as compatible, also to participations represented by quotas.
8. The calculation methods referred to in the preceding paragraphs do not apply to participations represented by financial instruments that confer the rights provided for in the last paragraph of Article 2351 of the Civil Code; the latter are relevant if their possession constitutes a case of significant influence pursuant to Article 4 of this decree.

Article 3
(Control)

1. The acquisition and variation of participations from which control over a supervised entity ensues pursuant to Article 23 of the TUB are subject to prior authorization by the Bank of Italy.
2. The acquisition of control deriving from a contract with the supervised entity or from a clause of its statutes pursuant to the same Article 23 of the TUB is subject to prior authorization by the Bank of Italy, regardless of the possession of participations.
3. In companies with securities admitted to trading on Italian regulated markets, the purchase and variation of participations that entail the obligation of a public takeover bid pursuant to Articles 105 and following of Legislative Decree No. 58 of 24 February 1998 are also subject to authorization.

Article 4
(Significant Influence)

1. The acquisition of participations, even indirect, from which the possibility of exercising significant influence on the supervised entity ensues is subject to prior authorization by the Bank of Italy.
2. The Bank of Italy identifies the cases in which authorization is required, taking into account that significant influence is understood as the power to participate in the determination of the financial and operational policies of the participating company, without having control over it, even if the participation confers a percentage of voting rights lower than that taken into consideration for the purposes of the authorization obligations referred to in Article 2. For these purposes, the Bank of Italy considers, among others, as indices of significant influence the circumstance that, following the purchase or variation of the participation, the potential acquirer:
   a) may be represented in the body with management functions or in the body with strategic supervision functions of the supervised entity; b) has decisive voting rights in the strategic assembly decisions of the supervised entity.

Article 5
(Acquisitions in Concert)

1. The acquisition and variation of participations by multiple subjects who, based on agreements concluded in any form, intend to exercise their rights in a concerted manner are subject to prior authorization by the Bank of Italy, when such participations, considered cumulatively and together with those already held, reach or exceed the thresholds referred to in Article 2 or confer control or the possibility of exercising significant influence on the supervised entity.
2. The purchase is considered to be in concert even when the agreements are stipulated within the year following the acquisition or variation of the participation.

Article 6
(Other Cases of Reaching or Exceeding Thresholds)

1. Authorization is also required when the thresholds indicated in Articles 2, 3, and 4 are reached or exceeded involuntarily, as a result of events that modify the incidence or distribution of voting rights. The Bank of Italy identifies the moment at which authorization must be requested.

Article 7
(Communication Obligations)

1. The Bank of Italy identifies the cases in which participations in a supervised entity are relevant for the communication obligations referred to in Article 20 of the TUB; for this purpose, the Bank of Italy may also establish, generally or by type of intermediary, a participation threshold lower than that provided for authorization obligations, also taking into account the degree of dispersion of share ownership.
2. Without prejudice to the authorization obligations referred to in Article 5, the Bank of Italy is communicated the agreements, concluded in any form, including those in the form of an association, that regulate or from which the concerted exercise of voting rights in a supervised entity may otherwise derive. If control over the supervised entity derives from the agreement, the communication is also accompanied by the information necessary to evaluate the participants according to the criteria referred to in Article 11.
3. The Bank of Italy regulates the timeframes and methods for fulfilling communication obligations and identifies the obligated subjects.

Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President

CHAPTER II
(Special Cases and Exemptions)

Article 8
(Criteria for Computation and Exemptions)

1. The Bank of Italy establishes, in conformity with what is provided by Directive 2007/44/EC, the criteria for aggregating voting rights and the related exceptions, in particular providing:
   a) the cases in which the voting rights that a management company for collective investment or an intermediary holds in a supervised entity, within the provision of collective savings management services or portfolio management services, are counted separately from the voting rights held in the same bank by the subject that controls the management company for collective investment or the intermediary; b) the conditions under which the voting rights held in the trading portfolio of a bank are not counted in the calculation of participations; c) the cases of exemption from authorization obligations.

Article 9
(Split between Ownership and Voting Rights)

1. In cases of split between the ownership of participations and the exercise of rights connected thereto, both the owner and the subject who exercises, even through trust companies or through an intermediary, the connected rights, and the one who controls him, are required to request authorization.
2. The Bank of Italy identifies cases of split in conformity with the provisions of Directive 2007/44/EC.

Article 10
(Publicity)

1. The Bank of Italy may issue provisions regarding the publicity of the authorization regime to which participations are subject; for these purposes, indication in the statutes, on the title, and in the related registers may be provided.

Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President

CHAPTER III
(Evaluation Criteria)

Article 11
(Criteria and Conditions for Issuing Authorizations and Regulation of the Procedure)

1. For the issuance of authorization, the Bank of Italy - also taking into account the guidelines and standards issued at the European level - verifies that conditions are met that guarantee sound and prudent management of the supervised entity, evaluating the quality of the potential acquirer and the financial solidity of the acquisition project, based on the following criteria:
   a) reputation of the potential acquirer, including possession of the requirements of honorability referred to in Article 25 of the TUB, the correctness and professional competence of the acquirer, also taking into account the previous experience gained in the management of participations or in the financial sector; b) possession of the requirements of professionalism, honorability, and independence by those who, as a result of the acquisition, will perform administration, direction, and control functions in the bank; c) financial solidity of the potential acquirer; d) the bank's ability to comply, following the acquisition, with the provisions regulating its activity; e) the suitability of the structure of the potential acquirer's group to allow effective exercise of supervision.
2. Authorization may not be issued in any case in the event of a well-founded suspicion that the acquisition is connected to money laundering or terrorist financing operations.
3. The Bank of Italy defines the methods and timeframes of the authorization procedure, as well as the information that must be provided by the subjects requesting authorization.

Article 12
(Criteria for Revocation and Suspension of Authorizations)

1. Authorization is revoked when the prerequisites and conditions capable of guaranteeing sound and prudent management of the supervised entity cease or change.
2. Among the grounds for revocation are also included: behaviors aimed at evading the legislation; violation of commitments possibly assumed towards the Bank of Italy for the purposes of issuing authorization; transmission to the Bank of Italy of information or data not corresponding to the truth.

Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President 8.
3. The Bank of Italy may order the suspension of authorization when the temporary non-existence of one or more of the requirements or conditions necessary for the authorization itself is ascertained.

CHAPTER IV
(Proportionality and Administrative Simplification)

Article 13
(Proportionality)

1. In drafting the implementing provisions of the norms referred to in the preceding chapters, the Bank of Italy applies the principle of proportionality taking into account the type of supervised entity concerned and the specific character of the activity carried out, differentiating where necessary between bank, holding company of a financial group, financial intermediary, payment institution, or electronic money institution. The principle of proportionality is also applied to take into account the possible circumstance that the potential acquirer is an already supervised entity.
2. As established by Directive 2007/44/EC and by the guidelines and standards issued at the European level, the evaluation criteria referred to in Article 11 - with the exception of the honorability requirements that must be possessed regardless of the size of the participation for which authorization is requested - are applied by the Bank of Italy according to the principle of proportionality, also taking into account the influence on management that the subject is able to exercise as a result of the participation.
3. The Bank of Italy applies the principle of proportionality also in the determination of the information that must be provided by the subjects requesting authorization.

Article 14
(Simplification of Procedures)

1. In order to ensure economy and efficiency of administrative action, the Bank of Italy issues provisions to coordinate the authorization procedure provided for in the preceding articles with other procedures possibly connected with the operation subject to authorization.
   For the same purposes, the Bank of Italy may exclude from the obligation of authorization:
   a) subjects who control - even through controlled companies, trust companies, or through an intermediary - a supervised entity, in cases where this intends to acquire or increase the participation in another supervised entity. The authorization obligations to which the supervised entity intending to proceed with the purchase or increase of the participation is subject remain unaffected;

9.
Interministerial Committee for Credit and Savings The Minister of Economy and Finance - President b) the transfer, between subjects belonging to the same banking or financial group, of a participation in a supervised entity.

CHAPTER V
(Final Provisions)

Article 15
(Implementation)

1. This decree is published in the Official Gazette of the Italian Republic.
2. The Bank of Italy issues implementing provisions for this decree. Until their entry into force, the provisions and measures of the Bank of Italy in force at the time of entry into force of this decree continue to apply.
3. To financial intermediaries, the implementing provisions of this decree apply from the date on which they are required to comply with the provisions issued pursuant to Title V of the TUB, as substituted by Legislative Decree No. 141 of 13 August 2010.
4. The resolution of 19 July 2005 concerning the regulation of control participations in banks and other intermediaries is repealed.

Rome, dated 27 July 2011
THE MINISTER - PRESIDENT