040213_techSTAR

Borsa Italiana has launched TechSTAR, a new segment for Nuovo Mercato stocks upon which an index for information will be built.

Borsa Italiana, similar to the main growth indices in the international arena, has defined qualitative and quantitative criteria that companies need to satisfy in order to be considered for inclusion and the arrangements for checking the requirements.

The following criteria will be required for inclusion in TechSTAR:

1. Qualitative criteria, coming from civil law and regulatory provisions, representing the issuer's legal situation;
2. Economic-financial criteria, based on the concept of sustainable growth;
3. Specific criteria, which take into account the specifics of some of the industries represented in Nuovo Mercato, such as biotech or investment companies.

Companies which go public can make a formal request for inclusion in TechSTAR while applying for a listing.

The segment will be reviewed and the requirements checked twice a year on the basis of the figures delivered by issuers (who can apply for being included and for remaining in the segment twice a year) with the exception of the legal aspects, which will be monitored continuously. Following notification to the market, a defaulting company will be immediately excluded from the segment.

Attached the criteria for the segment.

Milan, 13 February 2004

The sector will be based on sustainable growth.

Issuers must satisfy at least one of the conditions listed below:

• The consolidated gross operating margin must be positive and showing an increase of at least EUR 1 million, calculated with reference to the year or the two years prior to the last accounts approved by the relative boards of directors;
• The ratio of consolidated net debt, in absolute terms, to the gross operating margin (which must be a positive figure) is less than or equal to 6.

Companies whose consolidated net financial position is positive can be included in the index when their gross operating margin is positive.

The consolidated Net Financial Position is calculated as the average of the last three recorded accounts (between financial statement and half-yearly report).

For the purposes of verifying the conditions for the consolidated net financial position, the sum of the balance sheet items as set down by article 2424 of the Italian Civil Code is taken. These are, on the "liabilities" side, under letter D) (payables) and nos. 1 (bonds), 2 (convertible bonds), 3 (due to shareholders for financing), 4 (due to banks), 5 (due to other financiers), 8 (payables represented by credit securities), 9 (due to controlled companies), 10 (due to associated companies) and 11 (due to parent companies), less the sum of the amounts of the items stated in the "assets" section, under letter C) (current assets) no. IV (cash) and no. III, items 4 and 6 just for the component represented by Government bonds and bonds listed on regulated markets.

It should be remembered that the above-mentioned items referred to in article 2424 of the civil code are understood as taken from the consolidated financial statement.

Regarding the "liabilities" items of the financial statement under nos. 8, 9, 10 and 11, only the components of a financial nature are to be included in calculation of the consolidated net financial position.

Financial leasing and credit transfers and all other similar operations must also be taken into consideration when calculating consolidated net financial position.

Consolidated gross operating margin is obtained as the sum of the difference between the value of production (letter A of article 2425 C.C.) and the cost of production (letter B of article 2425 C.C.) and depreciation, amortization and writedowns (no. 10 a)b)c) in letter B) article 2425 C.C.)

Again, the above-mentioned items referred to in article 2425 of the civil code are understood as taken from the consolidated financial statement.

Issuers must:

1. have their latest financial statement, consolidated included, together with a positive opinion from the auditing firm prepared according to the arrangements set forth in article 156 of the Finance Bill. Inclusion in the segment may not be decreed where the auditing firm issues a negative opinion, or where it declares that it is unable to express an opinion. In addition, where more than 9 months have passed since the date of closing of the financial year, inclusion in the segment may be decreed where the half-yearly report, consolidated included, is accompanied by a declaration from the auditing firm that it was unaware of any significant changes and additions that should have been made to the accounts to make them conform to the criteria for preparation established in article 81 of the Consob Regulations 11971/1999;
2. not be involved in bankruptcy proceeding nor have important controlled companies involved in bankruptcy proceedings. Controlled companies are considered "important" if at least one of the following parameters are equal to or greater than 25%:

• Total turnover of the controlled company in relation to the issuer's total turnover (from the consolidated financial statements);
• Total assets of the controlled company in relation to the issuer's total assets (from the consolidated financial statements and corresponding to the sum of Shareholders' Net Equity, Net Financial Position and Employee Severance Payment Fund);
• gross operating margin of the controlled company in relation to the issuer's gross operating margin (from the consolidated financial statements);

1. not have their stock suspended from trading indefinitely;
2. not be in any of the situations provided for by articles 2446 and/or 2447 of the civil code;
3. not have committed any formally recorded breaches of reporting requirements in the last 18 months;
4. not have in their latest consolidated annual financial statement and, if available, in the subsequent consolidated half-yearly report, a positive amount for the net financial position greater than 75% of the market capitalization of the ordinary stock comprising the listed share capital, calculated as the average of the 6 months before the date of closing annual/half-yearly report.