The amendments to the articles adopted by Resolution n of 17 March 2016 are indicated in bold type. INDEX

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1 Regulation on intermediaries page 1 Regulation containing implementation rules of Italian Legislative Decree no. 58 of 24 February 1998 on intermediaries (adopted by Consob with Resolution no of 29 October 2007 and later amended by resolutions no of 18 December 2008, no of 3 December 2010, no of 9 May 2012 no of 8 January 2015 and of 17 March 2016) 1 The amendments to the articles adopted by Resolution n of 17 March 2016 are indicated in bold type. INDEX BOOK I Art. 1 Art. 2 BOOK II Part I Art. 3 Part II Art. 4 Art. 5 Art. 6 Part III Art. 7 Art. 8 Art. 9 Art. 10 Art. 11 Art. 12 Art. 13 Art. 14 Art. 15 Art LEGISLATIVE SOURCES AND DEFINITIONS - Legislative sources - Definitions - AUTHORISATION OF INVESTMENT FIRMS AND ENTRY INTO ITALY OF EU AND NON-EU INVESTMENT FIRMS - Preliminary provisions - Definitions - Register - Register - Contents of the register - Advertising of the register - Authorisation procedure for the provision of investment services and activities - Application for authorisation - Documentation on the applicant company to be attached to the application - Documentation on applicant company shareholders - Verification of the requirements of applicant company members - Application investigations - Extension of authorisation - Waiver of authorisation - Suspension of investigation deadlines - Lapse of authorisation - Notification of the provision of investment services and activities 1. The resolution and annexed regulation were published in ordinary section no. 222 of Official Gazette no. 255 of and in CONSOB, Fortnightly Bulletin 10.2, October Resolution of was published in Official Gazette 303 of and in CONSOB Fortnightly Bulletin 12.2, December 2008; it entered into force on the day following its publication in the Official Gazette. Resolution of was published in Official Gazette 290 of and in CONSOB Fortnightly Bulletin 12.1, December 2010; it entered into force on the day following its publication in the Official Gazette. Resolution no of is published in Official Gazette no. 112 of 15 May 2012 and in CONSOB fortnightly bulletin no. 5.1, May 2012; this entered into force from the day following its publication in the Official Gazette, except where otherwise envisaged by the provisions of Article 3 of said Resolution. Resolution no of 8 January 2015 is published in the Ordinary Supplement no. 11 to Official Gazette no. 65 of 19 March 2015 and in the fortnightly CONSOB Bulletin no. 1.1, January 2015; it is in force from the day following its publication in the Official Gazette with effect from the date of the entry into force of the provisions contained in the Regulation no. 30 of 5 March 2015 of the Ministry of Economy and Finance of Article 39 of Italian Legislative Decree no. 58 of , published in the Official Gazette no. 65 of 19 March Resolution no of 17 March 2016 is published in Official Gazette no. 69 of 23 March 2016 and in CONSOB fortnightly bulletin no. 3.2, March 2016; this entered into force from the day following its publication in the Official Gazette.

2 page 2 Regulation on intermediaries Part IV Art. 17 Art. 18 Art. 19 Art. 20 Art. 21 Part V Art. 22 Art. 23 Art. 24 Part VI Art. 25 BOOK III Part I Art. 26 Part II Title I Chapter I Art. 27 Art. 28 Art. 29 Art. 30 Art. 31 Art. 32 Art. 33 Art. 34 Art. 35 Art. 36 Chapter II Art. 37 Art. 38 Title II Chapter I Art. 39 Art Authorisation procedures for non-eu investment firms - Application for authorisation - Documentation to be attached to the application - Application investigations - Documentation language - Applicable provisions - EU investment firms - Establishment of branch offices - Provision of services without branch offices - Services not admitted for mutual recognition - Final provisions - Final provisions - PROVISION OF INVESTMENT SERVICES, ACTIVITIES AND ACCESSORY SERVICES - Preliminary provisions - Definitions - Transparency and correctness in the provision of investment services/activities and accessory services - Information, advertising and promotion notices, and contracts - Information, advertising and promotion notices - General information requirements - Conditions for information that is correct, clear and not misleading - Information on the intermediary and his services - Information on the safeguarding of financial instruments and sums of money of the customer - Information on financial instruments - Information on costs and charges - Information on open-end UCITS - Methods and terms for the provision of information - Information regarding customer classification - Information in hard copy and via an Internet web site - Contracts - Contracts - Portfolio management contracts - Adequacy, appropriateness and simple execution or receipt of orders - Adequacy - Information from customers in investment and portfolio management consultancy - Adequacy evaluation

3 Regulation on intermediaries page 3 Chapter II Art. 41 Art Appropriateness - Information from customers in services other than investment and portfolio management consultancy - Appropriateness evaluation Chapter III - Simple execution or receipt of orders Art Terms Art Simple financial instruments Title III Chapter I Art. 45 Art. 46 Art. 47 Chapter II Art. 48 Title IV Art. 49 Art. 50 Art. 51 Title V Art. 52 Title VI Art. 53 Art. 54 Art. 55 Art. 56 Art. 57 Title VII Art. 58 Title VIII Art. 59 Part III Art. 60 Art. 61 Art. 62 Art Best execution - Execution of orders on behalf of customers - Measures for the execution of orders under the best conditions for the customer - Information on order execution strategy - Verification and updating of execution measures and strategy - Receipt and transmission of orders and portfolio management - Measures for the transmission of orders under the best conditions for the customer - Customer order management - General principles - Pooling and assignment - Assignment after pooling of customer orders using own provisions - Incentives - Incentives - Reporting and registration - Reporting on services other than portfolio management - Reporting on portfolio management services - Additional reporting obligations for portfolio management transactions or transactions with potential liabilities - Reporting on customers financial instruments, cash and cash equivalents - Registration of telephone and electronic orders - Relations with qualified counterparties - Relations with qualified counterparties - Relations with managers of multilateral trading facilities and investors - Relations with managers of multilateral trading facilities and investors - Stockbrokers - Stockbrokers - Audit - Appointment and cancellation of the assignment - Notices to Supervisory Authorities

4 page 4 Regulation on intermediaries BOOK IV Part I Art. 64 Part II Title I Art. 65 Art. 66 Art. 67 Title II Chapter I Art. 68 Art. 69 Chapter II Art. 70 Title III Art. 71 Art. 72 Title IV Art PROVISION OF COLLECTIVE ASSET MANAGEMENT SERVICES AND UCITS MARKETING - Preliminary provisions - Definitions - Transparency and correctness in the provision of collective asset management services - Provision of services - General rules of conduct - Provision of collective asset management services - Special provisions on closed-end funds (abrogated) - Best execution - Execution of orders on behalf of UCITS - Measures for the execution of orders under the best conditions for the UCITS - Verification and updating of execution measures and strategy - Transmission of orders on behalf of UCITS - Measures for the transmission of orders under the best conditions for the UCITS - UCITS order management - General principles - Pooling and assignment - Incentives - Incentives regarding UCITS Title V Art. 74 Art. 75 Art. 76 Art. 76-bis Art. 76-ter Part III Article 77 BOOK V Part I Art. 78 Part II Art. 79 Art Reporting and registration - Information on transactions carried out - Regular reporting (abrogated) - Registration of telephone and electronic orders Marketing of own UCITS EU and EU AIFM management companies with branches in Italy - Transparency and correctness in the marketing of third party UCITS - Marketing of third party UCITS - DOOR-TO-DOOR SELLING/DISTANCE MARKETING AND PLACEMENT - Door-to-door selling - Door-to-door selling - Distance marketing and placement - Persons - Limits to the use of distance communications techniques

5 Regulation on intermediaries page 5 Art. 81 Part III Art. 82 BOOK VI Art. 83 Art. 84 Art. 85 Art. 86 Art. 87 Art Execution - Marketing of third party investment services - Door-to-door selling and distance marketing and placement of third party investment services - DISTRIBUTION OF FINANCIAL PRODUCTS ISSUED BY BANKS AND INSURANCE COMPANIES - Definitions - Distribution of financial products issued by banks - Persons authorised to act as insurance intermediaries - Notification method - Insurance companies - Distribution of bank products, insurance products and investment services BOOK VII - PROVISIONS ON ETHICAL OR SOCIALLY RESPONSIBLE FINANCING Art Notification obligations Art Reporting obligations BOOK VIII - REGISTER AND ACTIVITIES OF FINANCIAL CONSULTANT AUTHORISED TO MAKE OUT-OF-OFFICE OFFERS Part I Art. 91 Part II Art. 92 Art. 93 Art. 94 Art. 95 Art Preliminary provisions - Definitions - Competent Authority - Keeping of the register - Consob supervision - Information between Consob and the Competent Authority - Handling of complaints against Competent Authority measures - Representation requirements of professional associations of financial consultants authorised to make out-of-office offers and of authorised parties Part III - Register regulations Art Single Register of Financial Consultants Art Territorial sections Art Entry requirements Art Evaluation test Art Inclusion on the register Art Cancellation from the register Art Obligations of financial consultants authorised to make out-of-office offers to the Competent Authority Art. 103-bis - Authorised person obligations to the Competent Authority Part IV Art. 104 Art. 105 Art Activities of financial consultants authorised to make out-of-office offers - Framework of activities - Professional training methods - Incompatibility

6 page 6 Regulation on intermediaries Art. 107 Art. 108 Art. 109 Part V Art. 110 Art. 111 Part VI Art. 112 BOOK IX Art General rules of conduct - Rules of presentation and conduct with customers or potential customers - Document archivino - Sanctions and precautionary measures - Sanctions - Precautionary measures - Final and transitional provisions - Final and transitional provisions - ENTRY INTO FORCE AND TRANSITIONAL PROVISIONS - Entry into force and transitional provisions ANNEX 1 - Model programme of initial operations ANNEX 2 Section I - Documentation on the integrity requirements of company members and branch managers Section II - Documentation on the integrity requirements of shareholders ANNEX 3 - Private professional customers ANNEX 4 - Information on the rules of presentation and conduct of the financial consultant authorised to make out-of-office offers with customers or potential customers

7 Regulation on intermediaries page 7 BOOK I LEGISLATIVE SOURCES AND DEFINITIONS Article 1 (Legislative sources) 1. This Regulation is adopted pursuant to articles 6.2, 6.2-quater, 6.2-quinquies, 19.3, 23.1, 25-bis.2, 27.3, 27.4, 28.3, 30.2, 30.5, 31.6, 32.2, 33.2 paragraph e-bis, 117-ter and of Italian Legislative Decree no. 58 of 24 February Article 2 (Definitions) 1. In this Regulation: a) Consolidated Law shall mean Legislative Decree 58 of 24 February 1998; b) group shall mean a group of persons defined in accordance with article 11, subsection 1 of the Consolidated Law; c) investment services and activities shall mean the services referred to in article 1, subsection 5 of the Consolidated Law and those referred to in Section A of the table annexed thereto; d) accessory service shall mean the services referred to in article 1, subsection 6 of the Consolidated Law and those referred to in Section B of the table annexed thereto; e) execution venue shall mean a regulated market, multilateral trading facility (MTF), systematic internaliser, market maker or other dealer acting on his own behalf, or an equivalent venue in a non-eu country; f) hard copy shall mean any instrument that allows the customer to keep information addressed to him directly, so that such information may be easily retrieved for an adequate period of time, and which permits unchanged reproduction of the information; g) office or branch shall mean an establishment, other than the registered office of the authorised intermediary, consisting of a permanent establishment of means and persons, open to the public, and possessing technical and decision-making autonomy that provides investment services on a continuous basis. BOOK II AUTHORISATION OF INVESTMENT FIRMS AND ENTRY INTO ITALY OF EU AND NON-EU INVESTMENT FIRMS PART I PRELIMINARY PROVISIONS Article 3 (Definitions) 1. In this Book: a) register shall be the register defined under article 20, subsection 1 of the Consolidated Law; b) special section shall mean the section of register defined by article 60, subsection 4 of Italian Legislative Decree 415 of 23 July 1996; c) non-eu firms section shall mean the section of the register including non-eu investment firms authorised pursuant to article 28, subsections 1 and 2 of the Consolidated Law, operating with or without permanent establishment of branches in Italy; a) list shall be the list of EU investment firms annexed to the register established pursuant to article 20, subsection 1 of the Consolidated Law; e) branch shall mean an office without legal character that forms part of an investment

8 page 8 Regulation on intermediaries firm and which provides investment services and/or activities and accessory services for said investment firm; f) EU country : shall mean a country that is a member state of the European Union; f) non-eu country : shall mean a country that is not a member state of the European Union; h) home member state shall mean an EU country as defined in article 4, subsection 1, no. 20 of the Directive 2004/39/EC of 21 April 2004; i) home state shall mean the non-eu country in which the investment firm has its registered office; l) investment services and activities shall mean the services and activities defined in article 1, subsection 5 of the Consolidated Law; m) accessory services shall mean the services defined in article 1, subsection 6 of the Consolidated Law; n) services subject to mutual recognition shall mean the services defined in article 1, subsection 1, paragraph s) of the Consolidated Law; o) qualifying interest shall mean that generally defined by the Bank of Italy pursuant to article 15, subsection 5 of the Consolidated Law; p) significant equity investment shall mean that adopted by the Minister for the Economy and Finance in accordance with article 14, subsection 2 of the Consolidated Law; PART II REGISTER Article 4 (Register) 1. The following shall be entered in the register referred to in Article 20 of the Consolidated Law: a) Investment firms (SIM); b) in the non-eu section, the non-eu investment firms; c) in the special section, the companies referred to in Article 60, subsection 4 of Legislative Decree 415 of 23 July A list in which EU investment firms are entered is annexed to the register. Article 5 (Register content) 1. In the register, the following shall be indicated for each investment firm entered: a) the serial number of entry; b) the company name; c) the registered office; d) the head office; e) details of the authorisation measures for the provision of investment services and activities, with an indication of the investment services and activities authorised, together with related operating restrictions if any; f) details of the measures adopted pursuant to articles 53 and 56 of the Consolidated Law; g) the countries in which the investment firm operates, with or without permanent branch establishments, and specification of the investment services and activities concerned. 2. In the section for non-eu investment firms, the following shall be indicated for each non- EU investment firm entered: a) the serial number of entry; b) the company name;

9 Regulation on intermediaries page 9 c) the registered office; d) the head office; e) details of the authorisation measures for the provision of investment services, activities and accessory services in Italy, pursuant to article 28 of the Consolidated Law, with an indication of the investment services and activities authorised, together with related operating restrictions if any; f) any branches operating in Italy; f) details of the measures adopted pursuant to articles 53 and 56 of the Consolidated Law. 3. In the special section, the following shall be indicated for each company entered as referred to in article 60, subsection 4 of Italian Legislative Decree 415 of 23 July 1996: a) the serial number of entry; b) the company name; c) the registered office; d) the head office; e) details of the authorisation measures; f) details of the measures adopted pursuant to articles 53 and 56 of the Consolidated Law. 4. In the annexed list, the following shall be indicated for each EU investment firm entered: a) the serial number of entry; b) the company name; c) the registered office; d) the head office; e) the services and activities admitted for mutual recognition that the company may provide in Italy; f) details of the authorisation measures for the provision of services not admitted for mutual recognition in Italy, pursuant to article 27, subsection 4 of the Consolidated Law, with an indication of the services and activities authorised; g) any branch established in Italy, identified in accordance with article 4, subsection 1, no. 26 of Directive 2004/39/EC. Article 6 (Advertising of the register) 1. The register is published in the Registers and Lists section of the Bollettino, included in electronic format in the relevant section of the Consob web site. PART III AUTHORISATION PROCEDURE FOR THE PROVISION OF INVESTMENT SERVICES AND ACTIVITIES Article 7 (Application for authorisation) 1. The application for authorisation to provide investment services, signed by the company's legal representative and complying with current regulations on stamp duty, shall be submitted to Consob. 2. The application shall indicate: a) the company name, registered office, head office and related telephone and fax numbers; b) investment services and activities for which authorisation is required; c) the list of annexed documents. 3. Where the application for authorisation involves, jointly or severally, the following

10 page 10 Regulation on intermediaries services: a) placement without firm or standby commitment to issuers; b) portfolio management; c) receipt and transmission of orders; d) investment consultancy, the company must also specify whether authorisation is required to provide such services without the company holding customers' liquid balances and financial instruments, even temporarily, and without the company assuming risks; 4. Consob shall verify the completeness of applications within 10 days of receipt and shall notify the company of any missing documentation, which must be sent to Consob within 90 days of receipt of the notice, on penalty of inadmissibility of the application. 5. Applications shall be dated from the date of submission, or, in the case of incomplete documentation, from the date documentation is completed. Article 8 (Documentation on the applicant company to be attached to the application) 1. The application for authorisation shall be accompanied by the following documentation regarding the applicant company: a) authenticated copy of the instrument of incorporation and the articles of association, together with related certification issued by the Register of Companies Office no more than 90 days prior to submission of the application, or a special self-certification declaration submitted pursuant to Italian Presidential Decree 445 of 28 December 2000; b) authenticated copy of registration of the company in the Register of Companies issued no more than 90 days prior to submission of the application, or a special self-certification declaration submitted pursuant to Italian Presidential Decree 445 of 28 December 2000; c) statement from the company s auditor confirming the extent of paid-up share capital and the total and composition of shareholders equity at the time of submission of the application; d) for companies already in operation, a report on the financial position drafted in accordance with financial statements regulations, issued no more than 60 days prior to submission of the application. A report by the company's auditor shall be annexed to the report on the financial position; e) list of names and personal details of all members of the administrative and control bodies, an indication of related powers and any appointment to office, and the general managers and persons performing duties equivalent to that of a managing director; f) copy of the minutes of the board of directors or, in the case of a sole director, of the board of statutory auditors of the company, providing confirmation of the professional, integrity and independence requirements according to article 10 below; g) list of persons with a direct or indirect equity investment in company share capital, with an indication of their related shareholdings in absolute value and percentage terms. For indirect equity investments the name of the person through whom the investment is held shall be specified; h) documentation relating to the credentials of shareholders according to article 9 below; i) programme relating to initial operations, including an illustration of the type of operations planned, the procedures adopted and the type of accessory services to be provided, drafted according to the model in Annex 1 attached; l) report on the organisational structure of the company, drafted according to provisions issued pursuant to article 6, subsection 2-bis of the Consolidated Law. The report shall also illustrate any outsourcing of operations to third parties; m) documentation confirming the company s membership of a recognised investor protection compensation system pursuant to article 59 of the Consolidated Law.

11 Regulation on intermediaries page Where the documentation specified in subsection 1 is already in Consob's possession, the applicant company shall be exempted from such submission. The application must indicate this circumstance and the date of submission of the documentation to Consob. Article 9 (Documentation on applicant company shareholders) 1. The application for authorisation shall be accompanied by the documentation envisaged in provisions of the Bank of Italy for the purpose of verifying the suitability of any person intending to acquire a qualifying interest in an investment firm or the group of which the investment firm is a member to ensure the sound and prudent management of the company and without impediment to effective supervision. 2. Where the holder of a significant equity investment is a natural person the following additional documentation, relating to integrity requirements pursuant to art. 14 of the Consolidated Law, shall be submitted: a) statement specifying the size of the direct and indirect equity investments in the company and the identification data of any nominees, trust companies and subsidiaries through which the investment is held. A copy of any agreements on the exercise of voting rights must be attached to the statement; b) the documentation referred to in Annex Where the holder of a significant equity investment is not a natural person, the integrity requirements pursuant to art. 14 of the Consolidated Law shall be possessed by all members of the board of directors and the general manager, or any other person performing equivalent duties. The board of directors or, in the case of a sole director, of the board of auditors of said person shall verify the integrity requirements. 4. Where subsection 3 applies, the following additional documentation shall be submitted: a) statement specifying the size of the direct and indirect equity investments in the company and the identification data of any nominees, trust companies and subsidiaries through which the investment is held. A copy of any agreements on the exercise of voting rights must be attached to the statement; b) authenticated copy of the minutes of the board of directors meeting or, in the case of a sole director, of the board of statutory auditors meeting of the company in which the person holds the significant equity investment, during which the integrity requirements were verified. The related resolution shall indicate the assumptions on which the verification was based. Verification shall be performed separately for each interested party and their respective abstention, which shall be mentioned in the minutes of the competent body. The originals of all documentation on which the assessment was based shall be attached to the minutes. Annex 2, Section II specifies the minimum documentation to be obtained by the company for verification purposes, and the formal credentials are indicated therein. Italian Ministries shall not be obliged to submit the documentation referred to under this subsection. 5. Proof of the existence of integrity requirements shall not be compulsory for persons who, at the time of submission of the application, hold administration and management office in: a) Italian banks, e-money institutions, investment firms, SICAVs, SICAFs, asset management companies, companies operating regulated markets pursuant to article 61 of the Consolidated Law, central financial instrument depositories pursuant to article 80 of the Consolidated Law, financial intermediaries pursuant to articles 106 and 107 of Italian Legislative Decree 385 of 1 September 1993 and insurance companies pursuant to Italian Legislative Decree

12 page 12 Regulation on intermediaries 209 of 7 September ; b) EU banks, e-money institutions, investment firms and harmonised management companies EU and EU AIFM 3 ; c) non-eu banks and investment companies in any event authorised to provide their services in Italy; d) public authorities, also of an economic nature. 6. The provisions of this article shall also apply to whomsoever, regardless of the size of the equity investment held, controls an investment firm pursuant to article 23 of Italian Legislative Decree 385 of 1 September Article 10 (Verification of the requirements of applicant company members) 1. Pursuant to article 13 of the Consolidated Law, the responsibility for verification of the requirements of integrity, professionalism and independence of company members, including alternate auditors, lies with the board of directors or, in the case of a sole director, with the company auditors. The minutes of the resolution by which the verification of credentials acknowledges the grounds on which the assessments were based. Verification shall be performed separately for each interested party and their respective abstention, which shall be mentioned in the minutes of the competent body. Documentation obtained for this purpose shall be held by the company for a period of five years from the date of the resolution for which it was used. 2. The minutes indicated in subsection 1 shall indicate the activities performed by each person and related duration, assessed in order to confirm professionalism requirements. 3. With reference to each interested party, the minutes indicated in subsection 1 shall contain a precise indication of the documents taken into consideration to confirm integrity requirements. The minutes shall also mention any proceedings against company members for offences that could have an impact on said requirements. 4. For the purpose of verifying possession of the necessary requirements, the interested parties shall submit documented proof of said requirements to the board of directors. Annex 2, Section I specifies the minimum documentation to be obtained for verification purposes, and the formal requirements are indicated therein. Consob s right to request sight of the documented proof of possession of said requirements remains implicit. 5. Member who at any time find themselves in a situation that could lead to the lapse or suspension from office or against whom criminal proceedings have been instigated for offences that could have an impact on integrity requirements, must report said circumstances immediately to the board of directors. Article 11 (Application investigations) 1. On receipt of the application, Consob shall ascertain that the terms indicated in articles 19.1 and 59.1 of the Consolidated Law for release of the authorisation are met and, after consulting the Bank of Italy, shall resolve upon the application within a maximum one hundred and twenty days. Authorisation shall be denied where verification of the aforementioned terms shows that sound and prudent company management and the capacity of the company to properly 2. Letter thus amended by resolution no of which after the word: Asset Management Companies has inserted the word: SICAFs,. 3. Letter thus amended by resolution no of which has replaced the word harmonised with the words EU and EU AIFM.

13 Regulation on intermediaries page 13 provide investment services and activities is not guaranteed. In cases pursuant to article 60, subsections 1 and 2 of Directive 2004/39/CE, the resolution shall be preceded by consultation between the supervisory authorities of the member states concerned. 2. Any change in company members and holders of significant equity investments in the company, and any other change to elements important for decision-making purposes, that may arise at investigation stage shall immediately be brought to Consob s attention. The company shall arrange submission of the related documentation within sixty days of the event. 3. Consob may request further information with regard to: a) the applicant company; b) persons performing administrative or control duties, general managers or applicant company shareholders; c) any other person, also abroad. 4. Should Consob fail to resolve upon the application by the deadline of one hundred and twenty days, the application shall be considered accepted. Article 12 (Extension of authorisation) 1. Investment firms that wish to be authorised to provide additional investment services or activities shall submit application to Consob pursuant to article 7 above. A similar application shall be submitted by the investment firms already authorised to provide the following services and activities: a) placement without firm or standby commitment to issuers; b) portfolio management; c) receipt and transmission of orders; d) investment consultancy, without holding, even on a temporary basis, cash and cash equivalents or financial instruments of customers and without the assumption of risk by the company, where investment firms intend to perform the same activities but with the holding, even on a temporary basis, of cash and cash equivalents or financial instruments of customers without the assumption of risk by the company. 2. The application shall be accompanied by the following documentation: a) programme relating to initial operations, including an illustration of the type of operations planned, the procedures adopted and the type of accessory services to be provided, drafted according to the model in Annex 1 attached; b) report on subsequent changes to the organisational structure of the company, drafted according to provisions issued pursuant to article 6, subsection 2-bis of the Consolidated Law. The report shall also illustrate any outsourcing of operations to third parties; c) statement of the person responsible for company audit confirming the amount of paidup share capital and the total and composition of shareholders equity at the time of submission of the application, where the additional investment services and activities pursuant to subsection 1 above lead to a change in the equity requirements established by the Bank of Italy d) where amendment has proved necessary to the instrument of incorporation and related articles of association, an authenticated copy of the shareholders meeting minutes and documented proof of the related entry in the register of companies. 3. Consob shall ascertain that the conditions for the release of authorisation are met and, after consulting the Bank of Italy, shall resolve on the application within a maximum one hundred and twenty days. Authorisation shall be denied where verification of the aforementioned terms shows that sound and prudent company management and the capacity of the company to properly provide investment services and activities is not guaranteed.

14 page 14 Regulation on intermediaries 4. Articles 7.4, 7.5, 11.3 and 11.4 shall apply. Article 13 (Waiver of authorisation) 1. Investments firms that intend to cease the provision of one or more investment services or activities shall submit a specific statement of waiver to Consob. Consob, after consulting the Bank of Italy, shall resolve upon the application within a maximum one hundred and twenty days. 2. Articles 11.3 and 11.4 shall apply. Article 14 (Suspension of investigation deadlines) 1. The deadlines established for completion of investigations under articles 11, 12 and 13 shall be suspended: a) where the applicant company, for documentation preparation purposes, has opted to submit self-certification with the application under the terms of annex 2, and it should prove necessary to perform verification, until the date of receipt by Consob of the related documentation from the person or competent administrative body. b) where article 60, subsections 1 and 2 of Directive 2004/39/CE shall apply, for the period necessary to complete consultation as required; c) where article 11, subsection 2 shall apply, from the date of receipt of the statement of changes until the date of receipt by Consob of the related documentation; d) where article 11, subsection 3 shall apply, from the date of request for information until the date of receipt by Consob of the related elements; e) where articles 12 and 13 shall apply, and supervisory inquiries are in progress against the investment firm for investigation purposes, until said inquiries are completed. 2. Where subsection 1 shall apply, Consob shall inform the interested parties of the launch and suspension of investigations. 3. Where subsection 1d) shall apply, the authorisation shall be considered waived if the applicant company should fail to submit the requested information within four months of receipt of the request for said information from Consob. Article 15 (Lapse of authorisation) 1. The investment firms shall commence the provision of every investment service and activity authorised within twelve months of the date of authorisation, on penalty of lapse of said authorisation. 2. Investment firms that have suspended the provision of an authorised investment service or activity, shall resume the provision of said service or activity within six months, on penalty of lapse of the related authorisation. 3. The deadlines indicated in subsections 1 and 2 shall not apply or be interrupted where supervisory investigations against the investment firm are in progress or have been launched. In such cases, the entire period shall commence from the date of completion of said investigations. 4. Any lapse shall be declared by Consob, after consulting the Bank of Italy. 5. Consob may defer the declaration of lapse should the investment firm fail to report interruption of authorised investment services or activities as specified in article 16, and such

15 Regulation on intermediaries page 15 deferral is necessary to protect the interested parties pursuant to article 5, subsection 1 of the Consolidated Law. Article 16 (Notification of the provision of investment services and activities) 1. The investment firms shall immediately inform Consob and the Bank of Italy of the launch date, any suspension and relaunch of all and any authorised investment service or activity. PART IV AUTHORISATION PROCEDURES FOR NON-EU INVESTMENT FIRMS Article 17 (Application for authorisation) 1. The application, signed by the legal representative of the firm and in compliance with current provisions relating to stamp duty, shall be submitted to Consob. The investigation deadlines shall be suspended until the agreements specified in article 28, subsection 1, paragraph d) of the Consolidated Law are integrated, so as to allow supervision of asset stability, risk containment and the continued existence of conditions that must subsist at the time of authorisation. 2. The application shall indicate: a) the company name, registered office, head office and related telephone and fax numbers; b) the investment services, activities and accessory service for which authorisation is required, specifying those that the firm intends shall be performed through branches; c) the list of annexed documents. 3. Where the application for authorisation involves, jointly or severally, the following services and activities: a) placement without firm or standby commitment to issuers; b) portfolio management; c) receipt and transmission of orders; d) investment consultancy, the application must also specify whether authorisation is required by the company to provide such services without the company holding customers' liquid balances and financial instruments, even temporarily, and without the company assuming risks; 4. Articles 7.4 and 7.5 shall apply. Article 18 (Documentation to be attached to the application) 1. The application for authorisation shall be accompanied by the following documentation regarding the applicant company: a) authenticated copy of the instrument of incorporation and articles of associated confirmed as current by the competent authority in the home state and dated no more than 90 days prior to submission of the application; b) statement of the person responsible for company audit or the body, with whatever title, that performs equivalent duties, to confirm the amount of paid-up share capital and the inexistence of bankruptcy or equivalent proceedings against the company; c) list of names and personal details of all members of the administrative and control bodies, an indication of related powers and any appointment to office, and the general managers

16 page 16 Regulation on intermediaries and persons performing duties equivalent to that of a managing director; d) an indication of the person with control over the company, in compliance with the concept of control pursuant to article 23 of Italian Legislative Decree 385 of 1 September 1993; e) group organisation chart with an indication of the territorial location of its members and main business branches; f) a financial statement in relation to a date no more than 60 days prior to submission of the application; g) a programme of initial operations that the company intends to implement in Italy, in all cases containing a description of the types of operation concerned, the procedures adopted, including an illustration of the customer procurement methods, drafted in accordance with the model in Annex 1 attached; h) authenticated copy of the authorisation to provide services and activities that the company intends to provide in Italy, as released by the competent authority of the home state. 2. Where branches are established, without prejudice to the provisions of subsection 1 above, the application shall also be accompanied by the following documentation: a) description of the organisational structure of the branches drafted, where possible, according to general provisions established by the Bank of Italy on administrative, accounting and internal audit organisation of securities market intermediaries, in all cases containing the description of any operations outsourced to third parties; b) documents regarding the branch managers: minutes of the meeting of the board of directors or, in the case of a sole director, of the company auditors, during which opinion was expressed on the professionalism and integrity requirements of the branch managers, and the inexistence of impediments or causes for suspension from office pursuant to article 13 of the Consolidated Law. The documentation based on which the assessment was performed, as indicated in Annex 2, shall be attached to the minutes. The formal requirements of such documentation are indicated in Annex 2; c) confirmation statement of payment of the fund for the first branch of a sum not less than that established by the Bank of Italy pursuant to article 19, subsection 1, paragraph d) of the Consolidated Law. 3. Article 8.2 shall apply. Article 19 (Application investigations) 1. Consob shall ascertain that the conditions, pursuant to article 28 of the Consolidated Law, for the release of authorisation are met and, after consulting the Bank of Italy, shall resolve on the application within a maximum one hundred and twenty days. The applicant company and home state authority shall be informed of the resolution. 2. Any change in members of the company holding administrative or control office, shareholders with control over the investment company, company branch managers and any other change to elements important for decision-making purposes, that may arise at investigation stage, shall immediately be brought to the attention of Consob. The company shall arrange submission of the related documentation within sixty days of the event. 3. Consob may request further information with regard to: a) the applicant company; b) persons performing administrative or control duties or applicant company shareholders; c) any other person, also abroad. 4. Should Consob fail to resolve upon the application by the deadline of one hundred and twenty days, the application shall be considered accepted.

17 Regulation on intermediaries page 17 Article 20 (Documentation language) 1. The application for authorisation as specified under article 17 together with declarations and information to be provided under articles 18 and 19 shall be in Italian or in the language common to the financial sector. Without prejudice to the provisions of Italian Presidential Decree 445 of 28 December 2000, documents for which the originals are in a different language must be accompanied by a specific translation in Italian. Article 21 (Applicable provisions) 1. The provisions of articles 12, 13, 14, 15 and 16 shall apply. PART V EU INVESTMENT FIRMS Article 22 (Establishment of branch offices) 1. For the provision of services admitted for mutual recognition, EU investment firms may establish branches in Italy. The establishment of the first branch must first be reported to Consob by the competent authority of the home member state 2. The branch may commence activities from the time of receipt of a special notice from Consob, or if no such notice is received, after two months from the date of the notice indicated in subsection 1 above. 3. For any change to the content of the notice pursuant to subsection 1 above, Consob must first receive a specific report from the competent authority of the home member state. Article 23 (Provision of services without branch offices) 1. EU investment firms may provide services admitted to mutual recognition in Italy without establishing branches provided that Consob has been informed by the authority of the home member state. 2. For any change to the content of the notice pursuant to subsection 1 above, Consob must first receive a specific report from the competent authority of the home member state. Article 24 (Services not admitted for mutual recognition) 1. Consob, after consulting the Bank of Italy, shall authorise the provision in Italy of services pursuant to art. 18, subsection 5 of the Consolidated Law, that are not admitted to mutual recognition, by EU investment firms. 2. Release of the authorisation shall be subject to the following terms: a) actual provision in the home member state, based on current regulations in that country, of the services that the investment firm intends to provide in Italy; b) submission of a programme of activities specifically indicating the services that the investment firm intends to provide, including an illustration of the type of operations involved, the procedures adopted and the type of accessory services to be provided, and in any event whether said services will be provided through a branch;

18 page 18 Regulation on intermediaries c) adoption of an organisational and equity structure compatible with the service to be authorised. 3. The application for authorisation, signed by the legal representative of the investment firm and in compliance with current provisions relating to stamp duty, shall be submitted to Consob. The provisions of articles 7.4, 7.5, and 20 shall apply. 4. The application shall indicate: a) the company name, registered office, head office and related telephone and fax numbers; b) the services that the firm intends to provide; c) the list of annexed documents. 5. The application for authorisation shall be accompanied by the following documentation: a) confirmation from the competent authority of the home member state that in that country the investment firm regularly and effectively provides the services for which authorisation is requested, based on current regulations in that country; b) programme of activities pursuant to subsection 2b), in all cases containing the description of the method for the provision of services and customer procurement, drafted in accordance with the model in Annex 1; c) report on the organisational and equity structure adopted for the provision of the services to be authorised. 6. Consob, after consulting the Bank of Italy, shall resolve upon the application within a maximum one hundred and twenty days. The applicant company and home state authority shall be informed of the resolution. 7. Should Consob fail to resolve upon the application by the deadline of one hundred and twenty days, the application shall be considered accepted. 8. Consob and the Bank of Italy shall inform the investment firm of the conditions, including codes of conduct, which in the overall interest of the services must be observed. The provisions of articles 11.2, 11.3, 12, 13, 14, 15, 16 and 20 shall apply. PART VI FINAL PROVISIONS Article 25 (Final provisions) 1. The provisions of this Book shall also apply to investigations in progress at the date of its entry into force. 2. For cases indicated in subsection 1, Consob may request integration to documentation necessary for investigations and the completion deadlines shall be suspended until the date of receipt by Consob of the complete documentation.

19 Regulation on intermediaries page 19 BOOK III PROVISION OF INVESTMENT SERVICES, ACTIVITIES AND ACCESSORY SERVICES PART I PRELIMINARY PROVISIONS Article 26 (Definitions) 1. In this Book: a) stockbrokers shall mean persons registered as such pursuant to article 201, subsection 7 of the Consolidated Law; b) authorised intermediaries or intermediaries : the investment companies, including the companies pursuant to Article 60, paragraph 4 of Italian Legislative Decree no. 415 of 1996, Italian banks authorised to provide investment services, exchange agents, financial intermediaries registered on the list under Article 107 of Italian Legislative Decree no. 385 of 1993 authorised to provide investment services, asset management companies also authorised to perform portfolio management service, investment advisory services and order reception and transmission services, EU management companies which perform portfolio management services and investment advisory services through branches in Italy, EU AIFMs with branches in Italy which perform portfolio management services, investment advisory services and order reception and transmission services, Poste Italiane Banco Posta Services Division, authorised in accordance with Article 2 of the Decree by the President of the Republic no. 144 of 14 March 2001, EU banks and investment companies with branches in Italy and non-eu banks and investment companies in any case authorised to provide investment services and business in Italy 4 ; c) customer shall mean natural or legal person to whom investment or accessory services are provided; d) professional customer shall mean a private professional customer that meets the requirements of Annex 3 attached, and a public professional customer that meets the requirements of the regulations issued by the Minister for the Economy and Finance pursuant to article 6, subsection 2-sexies of the Consolidated Law; e) retail customer shall mean the customer that is neither professional or a qualified counterparty; f) limit order shall mean a buy or sell order for a financial instrument at a set price limit or at a more convenient price and for a fixed quantity. 4. Letter first amended by resolution no of and then by resolution no of which has substituted the words: asset management companies also authorised to perform portfolio management services and investment advisory services and harmonised management companies which perform portfolio management services and investment advisory services in Italy through established branches, with the words asset management companies also authorised to perform portfolio management services, investment advisory services and order reception and transmission services, EU management companies which perform portfolio management services and investment advisory services through established branches in Italy, EU AIFMs with branches in Italy, which perform portfolio management services, investment advisory services and order reception and transmission services,.