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"Consolidated Law on Financial Intermediation, under Articles

PART VI TRANSITIONAL AND FINAL PROVISIONS Article 197


Staff CONSOB

1. In order to ensure full and timely performance of control under Article 62 of Law 27 December 1997, n. 449, Consob shall directly to all the procedures necessary for the immediate filling of posts of staff bankruptcy according to the criteria set out therein, within the limits of self-funding and at no cost to public finances.

Article 198
Endorsement of share certificates

1. The power to authenticate the turn of shares provided for in Article 12 of Royal Decree-Law of 29 March 1942, no 239, may also be exercised by SIM.

Article 199
Trusts

1. Until the reform of the rules governing trust companies and audit, retain the existing provisions of law November 23, 1939, No 1966 and Article 60, paragraph 4, of Legislative Decree 23 July 1996, No 415.

Article 200
Intermediaries already authorized

1. Investment firms that the date of entry into force of this decree shall be entered in the register provided for in Article 9 of Legislative Decree 23 July 1996, No 415 shall be shown in the 'right under Article 20.

2. The management company at the date of entry into force of this decree shall be entered in the register provided for in Article 7, paragraph 1, of Law March 23, 1983, No 77, in the 'under Article 3, paragraph 1 of the Law of 14 August 1993, n. 344, and the register provided for in Article 3, paragraph 1, of Law January 25, 1994, No 86, are entered in the 'legal means provided for in Article 35 and authorized under Article 34.

3. The Company at the date of entry into force of this decree shall be registered in accordance with Article 9, paragraph 1 of Legislative Decree 25 January 1992 84, are entered in the 'law article 44.

4. Banks on the date of entry into force of this Decree are authorized to provide investment services are authorized to provide the same services.

Article 201
Stockbrokers

1. They are dissolved by the National Council of the Order of stockbrokers, professional orders referred to in Article 3 of Law 29 May 1967, No 402, with the exception of professional bodies in Milan and Rome.

2. Stockbrokers are members of the professional view of one of the Orders set out in paragraph 1, which flow into the payment of the annual fee fixed by the Order that, having regard to entry in the special role or the role of national referred to in paragraphs 5 and 6. The Order shall keep the books of the agents return dead or removed from the single national.

3. Remain firm for the other provisions of the law May 29, 1967, No 402. They can not be banned competitions for the appointment of stockbrokers. Stockbrokers cease to belong to the roles envisaged in paragraphs 5 and 6 to the completion of his seventieth birthday. Stockbrokers appointed before the Act came into force May 23, 1956, No 515, are set to role out the completion of his seventieth birthday, maintaining the rights and obligations relating to their office.

4. The availability of the Common Fund of brokers and securities at the date of entry into force of this Decree are returned to owners.

5. Stockbrokers in office who are shareholders, directors, officers, employees or SIM, banking or asset management companies are registered in a special position held by the Treasury, the Budget and Economic Planning . They can not provide investment and services which may be officers, employees or just one of those intermediaries. They are individually subject to the incompatibilities established in paragraph 11.

6. Stockbrokers in office who are not entered in the special provisions of paragraph 5 shall be entered in the single national roll kept by the Ministry of Treasury, Budget and Economic Planning.

7. Stockbrokers entered in the single national level may perform investment services mentioned in Article 1, paragraph 5, letter b), c), limited to employment without a firm commitment to purchase stationary and no warranty in respect of recruitment ' issuer, d) and e). They can also play 'the door selling their investment services and ancillary services specified in Article 1, paragraph 6, letter c), limited to contracts carry and use in other operations in the markets, f) and g) as well as activities connected with and, subject to the reservations of activities planned by law.

8. Stockbrokers entered in the single national must keep accounting records in accordance with Articles 2214 and following of the Civil Code, Consob, with its rules, determine the manner of the audit by independent auditors included in the special register provided for in Article 161.

9. The failure of the service brokerage for a period exceeding six months, involves the removal from office, the Treasury, the Budget and Economic Planning, in the presence of established health reasons, may extend , after consulting Consob, said term to a maximum period of 18 months.

10. For the year of investment services to stockbrokers join compensation schemes provided for in Article 59. The coordination of operations of the compensation scheme with the bankruptcy of a stockbroker is governed by the regulation provided for in Article 59, paragraph 3.

11. The position of stockbroker in the single national writing is incompatible with the exercise of any business, with the participation as partners in unlimited liability company of any kind, with is a director or officer of companies engaged in business and, in particular with the quality partner, director, officer, employee or associate of banks, SIMs, asset management companies and any other financial intermediary.

12. To stockbrokers entered in the single national, Articles 6, paragraph 1, letter a) limited administrative and accounting procedures and internal controls, and b), paragraph 2, letters a) b) c); 8, paragraph 1; 10, paragraph 1, 21, 22, 23, 24, 25, 31, 32, 167, 171, 190 and 195.

13. It is forbidden to stockbrokers, to make even a third party any proprietary trading of financial instruments, except investment of personal assets, such investments shall be immediately communicated to Consob.

14. The President of CONSOB may make such emergency, when justified by danger to customers or markets, the suspension of a stockbroker entered in the single pursuit of national activities and the appointment of a commissioner who took over the management of such assets where serious violations of the laws or administrative. Apply paragraphs 2, 3 and 4 of Article 53.

15. The Ministry of Finance, Budget and Economic Planning, on a proposal from Consob, may a decree the cancellation of a stockbroker from the single national if irregularities or violations of laws or administrative are exceptionally serious. The measure may be adopted on the proposal of the Commissioner provided for in paragraph 14 or at the request of a stockbroker.

16. In the case referred to in paragraph 15, the Treasury, the Budget and Economic Planning shall appoint a Commissioner for the protection and restitution of the assets owned by customers. The inspector in the exercise of its functions is a public official, he joins the organs of the bankruptcy, if willing. The Ministry may require special precautions and limitations on the activities of the Commissioner and to proceed to its withdrawal or replacement. The compensation payable to the Commissioner is determined by the Ministry and is a dependent of the exchange. The measures provided for in this paragraph may be made even after the death of a stockbroker, on a proposal from Consob or appointed pursuant to paragraph 14, or at the request of customers.

17. The cancellation of a stockbroker from the single national law follows the ascertainment of insolvency proceedings. Consob complaint to the civil court to be declared insolvent under Article 72.

18. For violation of paragraphs 8, 11 and 13, Article 190.


Article 202 Provisions concerning compulsory settlement of stock exchange

1. Except as provided in Article 72, the provisions concerning the compulsory settlement of contracts by stockbrokers shall apply mutatis mutandis to investment firms and banks authorized to pursue the activities provided for in Article 1, paragraph 5, letters a) and b).

2. The powers to be vested in the compulsory settlement of contracts CONSOB, which can coordinate this procedure with a regulation that provided for in Article 72.

Article 203
Forwards

1. Without prejudice to the taking effect of being wound up under Section 83 of the Banking Law and the provisions of Article 90, paragraph 3, of the same Banking Law, Article 76 of the bankruptcy law applies to financial derivatives, similar to those identified under Article 18, paragraph 5, letter a), forward foreign exchange transactions and transactions in securities lending, repurchase and over. For the purposes of this Article shall be included all contracts, even if not executed in whole or in part, by the date of declaration of bankruptcy or effectiveness of the measure compulsory winding-up.

2. For the purposes of Article 76 of the bankruptcy law for financial instruments and transactions indicated in paragraph 1, may also be related to the replacement cost thereof, calculated according to market value at date of declaration of bankruptcy or effectiveness of the measure of forced liquidation.

Article 204
Central depository

1. Within twenty-four months from the date of entry into force of this Decree, the Bank of Italy promotes the sale of the shareholding in the "Monte Titoli SpA Institute for Care and centralized administration of securities" held by the same.

2. Until the issue of the decrees provided for in Article 90, the central government bonds at the Bank of Italy continues to be governed by the provisions already in force.

Article 205
quotes

1. Offers to buy and sell financial products made in regulated markets or in trade organizations referred to in Articles 78 and 79 by persons admitted to trading in the same do not constitute solicitation 'tender offer or exchange under Part IV, Title II.


Article 206 Rules applicable to companies to companies listed on markets other than the stock

1. The provisions laid down the Civil Code for companies with shares listed apply to all companies with shares listed on regulated Italian and other European Union countries.

Art 207
company agreements

1. The shareholders' agreement provided for in Article 122 and in existence at the date of entry into force of that article shall be deposited with the Registrar of companies within one month from that date.

2. The shareholders' term at the date of entry into force of this Order shall remain effective until the final date agreed upon, but not later than 1 July 2001.

3. Except as provided in paragraph 2, Article 123 applies pacts for an indeterminate period at the date of entry into force of this decree.


Article 208 Proxies, savings shares, auditors and audit

1. The provisions on proxy voting at general meetings convened to apply from the sixtieth day following promulgation of the regulations provided for in Article 144.

2. The provisions relating to savings shares shall also apply to savings shares already issued to the date of entry into force of this decree.

3. Companies with shares listed on the provisions concerning the appointment of auditors from the first renewal following entry into force of this decree. Until the issue of the regulation referred to in Article 148, paragraph 4, Article 2397, second paragraph, of the Civil Code.

4. The statutory auditors appointed before the entry into force of this decree, but after its publication in the Official Gazette shall hold office for one year.

5. The other provisions relating to auditors and of the rules of audit firms apply as from the social which begins on 1 July 1998 or after that date.

Article 209
Auditors

1. Audit firms that the date of entry into force of this decree shall be registered in accordance with Article 8 of Presidential Decree of 31 March 1975, n. 136, shall be shown in the 'right under Article 161.

2. For the purpose of inclusion in the register of auditors at the Department of Justice the period stipulated in Article 13, paragraph 1, of Law May 13, 1997, No 132, and 'extended up to sixty days after the date of entry into force of this decree.

3. The listed company shall keep a copy of the report of the auditors on the financial statements for the purposes of any investigation of the administration the corresponding financial statements of income. In case of failure to apply the provisions of Article 39, second paragraph, of Presidential Decree of 29 September 1973, no 600.


Article 210 Amendments to the Civil Code

1. In 2372, the fourth paragraph of the Civil Code, the words: "I 'to companies and banks."

2. Article 2441, the seventh paragraph of the Civil Code and 'replaced by the following:
"except it is not considered' limited the right of option if the resolution to increase the capital is expected that the new shares have been subscribed to by banks, financial institutions or companies under the control the National Commission for Companies and Stock Exchange or by other persons authorized for the placement of financial instruments, with mandatory offer to shareholders of the company, with operations of any kind, in accordance with the first three paragraphs of this article. During the period of detention of the shares offered to shareholders and in any case until it has been exercised the option, the same persons can not exercise their right to vote. The transaction costs are borne by society and the resolution of a capital increase shall disclose the amount. "

3. Article 2630, first paragraph of the Code civil and 'The following issue:
"4) fail to offer stock to the terms and conditions laid down by the third paragraph of Article 2441 of unexercised rights, if their shares are subscribed.."

4. Article 2633 of the Civil Code ', the following paragraph:
"Administrators issuing convertible bonds without the prescribed last paragraph of Article 2420-bis shall be punished by a fine of 2 million pounds to 10 million lire .. "

5. In the provisions for the implementation of the Civil Code provisions and agreements, approved by Royal Decree of 30 March 1942, no 318, and 'be inserted after Article 211, the following article:
"211-bis. The second sentence of Article 2441, seventh paragraph of the Code does not apply to shares held on the date of March 7, 1992, by persons specified in that subsection, with the obligation to offer them to shareholders.".


Article 211 Amendments to the Banking

1. Article 52 of the Banking and 'replaced by the following:
"Article 52 - Notifications of the supervisory board and the persons responsible for the statutory audit
1. The supervisory board shall immediately notify the Bank of Italy of all the acts or facts, of which he becomes aware of their duties, which may constitute an irregularity in the management of banks or a violation of the rules governing banking.
2. The companies engaged in auditing the banks shall immediately notify the Bank of Italy acts or facts found in the performance of which may constitute a serious violation of rules governing the activities & # xE0; bank or which may affect the continuity of the business or lead to an adverse opinion, a qualified opinion or a declaration of inability to express an audit opinion. These companies send to the Bank of Italy or any other data requested document.
3. Paragraphs 1 and 2 shall also apply to persons engaged in the tasks laid expected from the companies that control banks or are controlled by them under Article 23.
4. The Bank of Italy shall establish procedures and deadlines for transmission of the information referred to in paragraphs 1 and 2..

2. Article 107 of the Banking and 'add the following paragraph:
"6. Financial intermediaries entered in the special where they have been authorized for investment services or have been acquired with funds required to refund an amount exceeding their capital, are subject to the provisions in Title IV, Chapter I, Sections I and III, in place of Articles 86, paragraphs 6 and 7, 87, paragraph 1, Article 57, paragraphs 4 and 5 of the consolidated rules on financial markets, issued pursuant to Article 21 of the Law of 6 February 1996, n. 52..

3. Article 111 of the Banking and 'add the following paragraph:
"5. This Article shall not apply in cases covered by Article 107, paragraph 6..

4. Article 160 of the Banking and 'repealed.


Article 212 Provisions relating to privatization

1. The second sentence of Article 3, paragraph 3, of Decree-Law of 31 May 1994, n. 332, with amendments, into law July 30, 1994, No. 474, and 'replaced by the following: "The clause that stipulates a limit decade of ownership, however, IF ' the limit is exceeded as a result of a takeover bid launched under Articles 106 or 107 of the Consolidated provisions for financial markets, issued pursuant to Article 21 of the Law of 6 February 1996, n. 52..


Article 213 Conversion of failure in compulsory liquidation

1. From the date of entry into force of this decree, the bankruptcy of the intermediaries referred to in Article 107 of the Banking Law, for which satisfy the conditions set out in paragraph 6 of that article and has been declared the enforceability of the passive state, are converted into compulsory liquidation procedures.

2. Notwithstanding the finding of insolvency already stated, the court, ex officio, legally declared in private that the company and 'subject to the procedure for compulsory winding up order and the transmission of documents to the Treasury, Budget and Economic Planning, to issue a relevant decree, and the Bank of Italy.

3. The bodies of those ceased bankruptcy and compulsory liquidation shall urge the handover, giving notice to the forms of advertising adopted by the Bank of Italy. Remain subject to the effects of acts legally made.

Article 214 Repeals


1. Are or are repealed, except as provided in paragraphs 2 and 3:
a) Articles 11, paragraph 1, from 12 to 17, 22, 25, 26, 28, 31, 45 to 52 58 to 60 of the Law of 20 March 1913 No 272 and amended;
b) Articles 26 to 43, 44, paragraph 2, 46, paragraph 2, 47, 49, 51, 54, last sentence, 56, 61, paragraph 2, 97, 106 to 108, Royal Decree of August 4, 1913, No 1068;
c) Articles 2 to 10 of Royal Decree Law 7 March 1925, No 222, ratified by Law 21 March 1926, No 597;
d) Royal Decree Law 9 April 1925, No 375, ratified by Law 21 March 1926, No 597;
e) the Royal Decree of April 9, 1925, No 376;
f) Articles 4, 6 and 7 of Royal Decree-Law of 14 May 1925 No 601, ratified by Law 18 March 1926, No 562
g) Royal Decree Law of 26 June 1925, No 1047, ratified by Law 18 March 1926, No 562
h) Royal Decree Law of 29 July 1925, No 1261, ratified by Law 18 March 1926, No 562
i) Royal Decree Law of 11 October 1925 No 1748, ratified by Law 18 March 1926, No 562
j) Royal Decree-Law 19 February 1931, No 950, ratified by Law December 31, 1931, No 1657;
k) Articles 1 to 11 and 14 to 18 of Royal Decree-Law of 30 June 1932, No 815, January 5, 1933 ratified by Law No 118;
l) Royal Decree Law of 20 December 1932, No 1607, April 20, 1932 ratified by Law No 291;
m) the law of December 4, 1939, No 1913;
n) Article 2369-bis of the Civil Code, approved by Royal Decree of 16 March 1942, no 262;
o) a deputy legislative decree of 18 September 1944, No 250;
p) the deputy legislative decree of April 19, 1946, No 321;
q) the law of May 23, 1956, No 515;
r) the law of December 31, 1962, No 1778;
s) Articles 1, eleventh paragraph of Article 2, tenth paragraph, first and second period, 3, 4, 4-bis, 4-b, 5-d, 5-e, 9, second paragraph of Article 13, second paragraph 14, 15, 16, 17, 18, sixth paragraph, 18-b, 18 - d, fifth paragraph, cf-18, second sentence, of decree-law April 8, 1974, No 95, converted, with amendments by Law of 7 June 1974, n. 216, and subsequent amendments;
t) Presidential Decree of 31 March 1975, n. 136;
u), the Presidential Decree of 31 March 1975, No 137;
v) Presidential Decree of 31 March 1975, n. 138, with the exception of Articles 16 and 18;
w) the law of February 23, 1977, No 49;
x) the law of March 23, 1983, No 77, with the exception of Articles 9 and 10 - b;
y) the law of June 19, 1986, No 289;
z) Decree of the President December 12, 1987, No 556;
aa) the law of January 2, 1991, No 1;
bb) the law of May 17, 1991, No 157, except for Article 10;
DC) Legislative Decree 25 January 1992, No 84, except for Article 14;
dd) the legislative decree of 27 January 1992 86, except for Article 4;
ee) the law of February 18, 1992, No 149;
ff) the law of August 14, 1993, No 344, except for Article 11;
days) the Law of 28 December 1993 561;
hh) the law of January 25, 1994, No 86, except for Articles 14 - and 15 bis;
ii) Article 5, paragraphs 3, 4 and 5, and Article 8 of Decree-Law of 31 May 1994, n. 332, with amendments, into law July 30, 1994, No 474;
jj) Legislative Decree 23 July 1996, No 415, except for Articles 60, paragraph 4, 62, 63, 64 and 65.

2. Are hereby repealed, but continue to apply until the date of entry into force of the provisions issued pursuant to this decree:
a) Articles 5, 5-bis, 5-b, 5-c, the decree-law April 8, 1974 No 95, with amendments, into law June 7, 1974, No 216, and subsequent amendments, related violations are punishable under Articles 174 or 173 and penalized under Article 193, paragraph 2;
b) 18, with the exception of the sixth paragraph of Article 18-bis, 18-c , 18-d, with the exception of the fifth paragraph, 18 and 18-f-e, except the second sentence, of decree-law April 8, 1974, No 95, with amendments, into law June 7, 1974, No 216, and subsequent amendments, related violations shall be sanctioned under Article 191;
c) Article 3 of Presidential Decree of 31 March 1975, n. 136;
d) Articles 1, paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9 and 11; 2, paragraphs 2 and 3, 2-bis, paragraphs 3, 4, 5 and 7; 2-b, 3, paragraphs 3 and 4, 4, paragraphs 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 14, 5, 7, paragraphs 3, 5 and 6 , 10-bis of Law March 23, 1983, No 77; related violations shall be sanctioned under Article 190;
e) Articles 3, paragraph 2, letters b), c), d) and e) 4, paragraph 2, 9 paragraphs 12, 13, 14; Law 15 of January 2, 1991, No 1, the appropriate violations are punished under Article 169 or penalized under Articles 189 and 190;
f) Article 6 of Law May 17, 1991, No 157; related violations are punished under Article 174 and penalized under Article 193;
g) Articles 2, 3, 4, 6, 7 of the Law of 18 February 1992, no 149; related violations shall be sanctioned under Article 191;
h) Articles 10, 14, 15, 16, paragraph 1; 20, paragraphs 1 and 4, 22, 23, 24, 25, 27, 28 of the Law February 18, 1992, No 149; related violations shall be sanctioned under Article 192;
i) Articles 1, 2, paragraphs 3 and 4, 4, paragraphs 1 and 4, 5, paragraphs 3, 6, 7, 8, 9, 10 and 11; 6, paragraph 2; 7, paragraphs 1, 2, 3, 4, 5 and 6, 8, 9, paragraphs 2 and 3, of Legislative Decree 25 January 1992 84; related violations shall be sanctioned under Article 190;
j) Articles 1 and 2, paragraph 2, letter a) of the legislative decree of 27 January 1992 86;
k) Articles 1, paragraphs 1, 2, 3, 4, 5, 6 and 7, 3, paragraph 2, last sentence, 4, paragraphs 1, 2, 3, 4, 5, 5, paragraphs 1, 2, 3 and 4, 8, paragraphs 2, 4 and 5, 9, 10 of the Law of 14 August 1993, n. 344; related violations shall be sanctioned under Article 190;
l) Articles 1, paragraphs 1, 2, 3, 4, 5 and 6, 3, paragraph 2, last sentence, 4, paragraphs 1, 2, 3 , 4, 5 and 6, 5, paragraphs 1, 2, 3 and 4, 7, 8, 9; 12, paragraph 2:05, 13; 14 of the Law of 25 January 1994, no 86; related violations shall be sanctioned under Article 190;
m) Articles 2, paragraph 4, 6, paragraphs 3 and 4, 7, 8, 10, 13, 14, 15, 18, paragraphs 1 and 3; 20, comma 1, lett. e); 21, paragraphs 2 and 3, 22, paragraph 2; 23, paragraphs 5 and 6, 24, 25, 35, paragraphs 2 and 3, 66, paragraph 1, letters b), c) and e) of Decree Legislative July 23, 1996, No 415; related violations are punishable under Article 169 and penalized under Articles 189 and 190.

3. Until the issue of regulations under Article 80, paragraphs 4, 5 and 6, and until the completion of the sale provided for in Article 204, paragraph 1, apply Articles 1, 10, 11, 12, 13 and 14 of the Law of 19 June 1986, no 289.

4. E 'repealed any other provision contrary to this decree. The reference to the repealed provisions made by laws, regulations or other rules be construed as applying to the corresponding provisions of this decree and of the measures provided for therein.

5. The regulations issued under the rules repealed or replaced shall continue to be applied, mutatis mutandis, to the date of entry into force of the provisions issued under this Decree in the relevant subjects. In case of violation, shall apply with the procedure laid down in Article 195, Articles 190, 191, 192 and 193, in relation to matters governed respectively.


Article 215 Implementing provisions

1. In the first application of the regulations and general measures to be issued under this decree shall be adopted within six months from the date of entry into force of the Agreement.


Article 216 Entry into force

1. This Decree shall enter into force on 1 July 1998.



ANNEX SECTION A - Services
1. Reception and transmission, on behalf of investors, of orders in relation to one or more 'instruments listed in Section B.
2. Execution of such orders for third parties.
3. Dealing on own account of all the instruments specified in Section B.
4. Management, on a discretionary, investment portfolios in accordance with mandates given by investors where such portfolios include one or more 'instruments listed in Section B.
5. Underwriting in respect of issues all of the instruments listed in Section B and placing of such issues.

SECTION B - Tools
1. Securities.
2. Units in collective investment.
3. Money market instruments.
4. Forward contracts lock (futures) on financial instruments, including equivalent cash-settled.
5. Forward contracts on interest rates (FRA).
6. Swaps interest rates, currencies or exchange contracts related to stock indices ("equity swaps").
7. Options to acquire or dispose of any instruments falling within this section of the Annex, including equivalent cash-settled. This includes in particular in this category options on currencies and interest rates.

SECTION C - Additional Services
1. Safekeeping and administration in relation to one or more 'of the instruments listed in Section B.
2. Rental of safe deposit boxes.
3. Granting credits or loans to investors to enable them to carry out a transaction in one or more 'instruments listed in Section B, the transaction in which the firm granting the credit or loan.
4. Advice to undertakings on capital structure, industrial strategy and related matters, as well as' advice and services relating to mergers and the purchase of undertakings.
5. Services related to underwriting.
6. Advice on investment on one or more 'of the instruments listed in Section B.
7. Foreign exchange services where that service and 'linked to the provision of investment services.