Prospectus - Notowania

For the purposes of assessing the request, the general professional competence in
managing equity investments or, considering the degree of influence over the
management which the equity investment to be acquired makes it possible to exercise,
the specific professional competence in the financial sector, will also have to be
ascertained.
On the basis of Article 19 bis of Directive 2006/48/EC, introduced by Directive
2007/44/EC, the Bank of Italy assessed – for the purpose of ensuring a sound and
prudent management of the bank to which the acquisition project refers and in
proportion to the probable influence of the candidate purchaser on said bank - the
quality of the candidate purchaser and the financial solidity of the envisaged
acquisition. The assessment is carried out on the basis of the following criteria:
(a) the reputation of the candidate purchaser;
(b) the reputation and experience of those who, as a result of the envisaged
acquisition, will perform administration, management and control functions
within the bank;
(c) the financial solidity of the candidate purchaser, in particular, in consideration
of the type of activity exercised and envisaged by the bank to which the
acquisition project refers;
(d) the bank’s ability to observe and continue to observe the supervisory
provisions. In detail, the Group which it will become part of must avail of a
structure which makes it possible to exercise effective supervision, effectively
exchange information between the competent authorities and determine the
breakdown of the responsibilities between the competent authorities;
(e) the existence of reasonable motives for suspecting that, in relation to the
envisaged acquisition, a transaction or an attempted re cycling of proceeds
from illegal activities or the funding of terrorism is underway or has taken
place as per Article 1 of the Directive 2005/60/EC or that the envisaged
acquisition could increase the risk thereof.
The Bank of Italy’s authorization is also necessary in relation to all the transactions
which involve an irrevocable commitment to acquire a significant equity investment
in a bank or the parent company of a banking group (for example: participation in
auctions, the furthering of take-over bids and public exchange offers, the exceeding
of the threshold which involves the obligation of a take-over bid).
The Bank of Italy must also receive, in accordance with the formalities and the terms
envisaged by Article 20 of the TUB and by the Supervisory Instructions,
communication of any agreement which concerns the joint exercise of the voting
rights in a bank or in parent companies of said bank.
If the bank is a listed company, Consob must also be informed of this agreement.
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