Prospectus - Notowania

Acquisition of equity investments in banks
Directive No. 2007/44/EC dated September 5, 2007 introduced a new approach, with
maximum harmonizing effect, for the “procedural regulations and criteria for the
prudent valuation of acquisitions and increases in equity investments in the financial
sector”. The harmonization concern banks, investment companies, insurance and reinsurance
companies in a European Union member nation.
In accordance with the communication of the Bank of Italy dated May 12, 2009,
having taken into account that the deadline for acknowledgement has expired and that
the directive contains detailed, clear and precise provisions, when determining the
rights and obligations pertaining to the parties who are the recipients of the same, the
Bank of Italy deemed – according to the approach shared with the Ministry for the
Economy and Finance – that these provisions are directly effective in the Italian legal
system; therefore, they must be applied pending the assimilation of the directive, even
if in contrast with or not envisaged by Italian framework legislation currently in force.
Specifically, in accordance with the communication of the Bank of Italy dated May
12, 2009, pursuant to Articles 12 and 19 of the Directive 2006/48/EC (relating to
access to the activities of lending institutions and the exercise thereof) as amended by
Directive 2007/44/EC, the parties who intend – alone or with others – to acquire,
directly or indirectly, equity investments in banks or parent companies which, taking
into account those already held, give rise to the following, are required to request
authorization in accordance with Article 19 of the TUB:
(a) an equity investment equal to or greater than 10% or the reaching or
exceeding of the thresholds of 20%, 33% and 50% in the share capital or of
the voting rights;
(b) the possibility of exercising significant influence over operations;
(c) control, irrespective of the entity of the equity investment.
Consequently, Article 19.1 of the TUB must cease to apply, with regard to the part
which envisages that the acquisition of shares or holdings in a bank by whomever -
when this involves an equity investment of more than 5% in the share capital of a
bank represented by shares or holdings with the right to vote - must be authorized in
advance. It is also recalled that – for the purpose of initially implementing Directive
2007/44/EC - Article 14 of Italian Decree Law No. 185 dated November 29, 2008,
converted by means of Italian Law No. 2 dated January 28, 2009, already repealed
sections 6 and 7 of Article 19 of the TUB; the repeal permits parties who, also via
subsidiary companies, carry out business activities to a significant extent in nonbanking
and non-financial sectors, to request authorization for the undertaking of
equity investments also greater than 15% of the voting rights in banks and parent
companies of banking groups. The authorization to acquire equity investments by
these parties is issued by the Bank of Italy if the conditions envisaged by said Article
19 and the related implementing provisions, in as far as they are compatible, apply.
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