Changes to Market Rules approved

The Shareholders’ Meeting of Borsa Italiana, held on, 21 December 2005, has approved several changes to the Market Rules for markets organised and managed by Borsa Italiana Spa. These changes will take effect after CONSOB approval .

The changes include:

Admission to trading without a prospectus for financial instruments which are already listed on other regulated markets

The new CONSOB Regulation no. 11971, regarding issuers, implements the EU prospectus regulation, introduced the possibility to admit to trading financial instruments which are already listed on other regulated markets without publishing a prospectus and without consent of the issuers.

Borsa Italiana introduced a regulation to allow stocks and bonds which are already listed on foreign European Community markets to be admitted to trading in its markets.

Admission of Investment Companies

A new regulation has been approved for the listing of a particular type of company that invests in majority or minority stakes of listed and non-listed companies (defined as Investment Companies).

For such companies it has been provided as follows:

• an exclusive business purpose and, for Italian companies, enlisting in the special registers pursuant to Articles 106, 107 and 113 of the Consolidated Banking Act;
• mandatory inclusion in the company articles of association of given criteria for diversification of investments, as well as higher quorum requirements for shareholder’s resolution necessary for the modification of such rules, as a protection for the rules mandating the diversification of investments;
• specific regulation for admission to trading and a simplified listing due diligence;
• specific documentation necessary for the application for admission;
• delisting in case of violation of the diversification criteria set out in the articles of association, lasting over 12 months, or in case of modification of the diversification criteria included in the articles of association, or if the Investment Company fails to invest at least 25% of their assets within 24 months;
• trading shall take place in the MTF segment, class 3.

Borsa Italiana has set the requisites for the re-admission of financial instruments that were suspended or for which the revocation procedure has been initiated.

If the conditions for suspension or revocation have been breached following substantial changes in the profitability or financial position of the company so as the company entity is completely different from the original one, in order to re-admit the issuer, Borsa Italiana may require the issuer all the information that it deems necessary.

Other changes approved:

- Regulations of cross order in MTA, MOT and SeDeX Markets

- Introduction of Tailor Made Combination in the IDEM Market

- Information and management of adjustments for covered warrant, certificates or structured bonds

• Participation of intermediaries to regulated markets
• Elimination of mandatory use of specialist in the EuroMOT segment
• Implementing measures of Prospectus directive
• Implementing measures of Market Abuse directive

Milan, 21 December 2005