Articles 8 and 21 of Law no. 52 of 6 February 1996 1 …

1 Reform of the financial markets and corporate governance page 1 Text updated with amendments introduced by Law no. 120 of The amendments are indicated in bold. * * * legislative decree No. 58 OF 24 February 1998 Consolidated Law on Finance pursuant to Articles 8 and 21 of Law no. 52 of 6 February 19961 INDEX PART I - COMMON PROVISIONS Article 1 Definitions Article 2 Relationship to Community law Article 3 Administrative measures Article 4 Cooperation between authorities and professional secrecy Article 4-bis Identification of the competent authority for the purpose of EC Regulation no. 1060/2009 on rating agencies PART II - REGULATION OF INTERMEDIARIES TITLE I - GENERAL PROVISIONS Chapter I - Supervision Article 5 Purpose and scope Article 6 Regulatory powers Article 7 Supervisory powers 1 Published in the Ordinary Supplement of Official Gazette no.

2 71 of legislative decree 58/1998 was subsequently amended by decree Law 351/2001, (ratified by Law 410/2001 (published in Official Gazette no. 274 of ), legislative decree 274/2003 (published in Official Gazette no. 233 of ), Law 326/2003 (published in Official Gazette no. 274 of ), Law 350/2003 (published in the Official Gazette of ), legislative decree 37/2004 (published in the Ordinary Supplement, Official Gazette no. 37 of ), legislative decree 170/2004 (published in Official Gazette no. 164 of ); legislative decree 197/2004 (published in Official Gazette no. 182 of ), Article 9 of Law 62/2005 (published in the Ordinary Supplement, Official Gazette no. 96 of , Law 262/2005 (published in the Ordinary Supplement, Official Gazette no. 301 of ) and legislative decree 303/2006 (published in Ordinary Supplement no. 5/L, Official Gazette no. 7 of ), Art. 2 of legislative decree no. 297 of , coordinated with Enactment Law no.))

3 15 of (published in Official Gazette no. 46 of ); Art. 10 of Law no. 13 of 2006 Community Law (published in Ordinary Supplement no. 41/L, Official Gazette no. 40 of ); of Art. 2 of the legislative decree no. 32 of (published in Official Gazette no. 73 of ); legislative decree no. 51 of (published in Official Gazette no. 94 of ); legislative decree no. 164 of (published in Ordinary Supplement no. 200/L, Official Gazette no. 234 of ); legislative decree no. 195 of (published in Ordinary Supplement no. 228, Official Gazette no. 261 of ); legislative decree no. 229 of (published in Official Gazette no. 289 of ); legislative decree no. 173 of (published in Official Gazette no. 260 of ) and decree Law no. 185 of (published in Ordinary Supplement no. 263/L, Official Gazette no. 280 of ) co-ordinated with the conversion law no. 2 of 28 January 2009 (published in Ordinary Supplement no.)

4 14/L, Official Gazette no. 22 of ), decree Law no. 5 of (published in Official Gazette no. 34 of ) co-ordinated with the conversion law no. 33 of 9 April 2009 (published in Ordinary Supplement no. 49/L, Official Gazette no. 85 of ); Law 69/2009 (published in Ordinary Supplement no. 95/L, Official Gazette no. 140 of ); legislative decree no. 101 of (published in Official Gazette no. 178 of ), legislative decree no. 146 of (published in Official Gazette no. 246 of ). legislative decree no. 21 of (published in Official Gazette no. 44 of ); legislative decree no 27 of (published in Ordinary Supplement no. 43/L, Official Gazette no. 53 of ), the amendments made by legislative decree no. 27 of shall enter into force on 20 March 2010 unless otherwise envisaged in the final provisions of Article 7 of that decree ; legislative decree no. 39 of (published in Ordinary Supplement no. 58/L, Official Gazette no.

5 68 of ), the amendments made by legislative decree no. 39 of shall enter into force on 7 April 2010 unless otherwise envisaged in the final and transitional provisions of Article 43 of that decree ; decree Law no 78 of (published in Ordinary Supplement no. 114/L, Official Gazette no. 125 of ), coordinated with conversion law no. 122 of (published in Ordinary Supplement no. 174, Official Gazette no. 176 of ); legislative decree no. 104 of (published in Ordinary Supplement no. 148/L, Official Gazette no. 156 of ), the amendments introduced by legislative decree no. 104 of entered into force on ; legislative decree no. 141 of (published in Ordinary Supplement no. 212/L, Official Gazette no. 207 of ), the amendments introduced by legislative decree no. 141 of entered into force on ; legislative decree no. 176 of (published in Official Gazette no. 253 of ), the amendments introduced by legislative decree no.

6 176 of entered into force on ; from Italian legislative decree no. 224 of (published in O. J. no. 300 of ), the changes made from Italian legislative decree no. 224 of are in force froml ; from Italian legislative decree no. 239 of (published in O. J. no. 9 of ), the changes made from Italian legislative decree no. 239 of are in force from the date on which it was published in the O. J.; from Italian legislative decree no. 259 of (published in O. J. no. 30 of ), the changes made from Italian legislative decree no. 259 of are in force from ; from Italian Law decree no. 26 of (published in O. J. no. 70 of ) in force from , converted with Italian Law no. 73 of (published in O. J. no. 120 of ); from Italian legislative decree no. 48 of (published in O. J. no. 92 of ) in force from ; by Law no. 120 of 12 July 2011 (published in no. 174 of ) in force from page 2 legislative decree no.

7 58 of 24 February 1998 Article 8 Reporting requirements Article 9 Statutory audit Article 10 Inspections Article 11 Composition of groups Article 12 Supervision of groups Chapter II - Corporate officers and shareholders Article 13 Experience, integrity and independence requirements for corporate officers Article 14 Integrity requirements Article 15 Investments Article 16 Suspension of voting rights, obligation to dispose of holdings Article 17 Requests for information on shareholdings TITLE II - INVESTMENT SERVICES Chapter I - Persons and authorisation Article 18 Persons Article 18-bis Financial consultants Article 18-ter Financial consulting companies Article 19 Authorisation Article 20 Register Chapter II - Performance of services Article 21 General criteria Article 22 Separation of assets Article 23 Contracts Article 24 Management of investment portfolios Article 25 Trading on regulated markets Article 25-bis F inancial products issued by banks and insurance companies Chapter III - Cross-border operations Article 26 Branches of Italian investment companies and freedom to provide services Article 27 EU Investment companies Article 28 Non-EU investment companies Article 29 Banks Chapter IV - Door-to-door selling Article 30 Door-to-door selling Article 31 Financial salesmen Article 32 Distance marketing of investment services

8 And activities and financial instruments Chapter IV-bis - Protection of investors Article 32-bis Protection of investors collective undertakings Article 32-ter Out-of-court settlement of disputes TITLE III - COLLECTIVE PORTFOLIO MANAGEMENT Chapter I - Authorised intermediaries Article 33 Eligible activities Chapter II - Investment funds Article 34 Authorisation of Italian asset management companies Article 35 Register Article 36 Investment funds Article 37 Structure of investment funds Reform of the financial markets and corporate governance page 3 Article 38 Depositary bank Article 39 Fund rules Article 40 Rules of conduct and voting rights Chapter II-bis - Operations abroad Article 41 Italian asset management companies' operations abroad Article 41-bis Harmonised asset management companies Article 42 The marketing in Italy of the units of harmonised and non-harmonised investment funds Chapter III - SICAVs Article 43 Establishment and eligible activities Article 43-bis SICAVs that appoint an Italian or a harmonised asset management company Article 44 Register Article 45 Capital and shares Article 46 Shareholders' meetings Article 47 Amendments to the Articles of Association Article 48 Dissolution and voluntary liquidation Article 49 Mergers and divisions Article 50 Other applicable provisions TITLE IV - INJUNCTIVE REMEDIES AND CRISES Chapter I - Injunctive remedies Article 51 Injunctive remedies vis-a-vis Italian and non-EU intermediaries Article 52 Special measures for EU intermediaries Article 53 Suspension of administrative bodies Article 54 Suspension of the marketing of units of foreign collective investment undertakings Article 55 Precautionary measures applicable to approved persons Chapter II - Crisis procedures Article 56 Special administration Article 57 Compulsory administrative liquidation Article 58

9 Italian branches of foreign investment companies Article 59 Compensation systems Article 60 Foreign intermediaries' member ship of compensation systems Article 60-bis Liability of Italian investment companies, asset management companies and SICAVs for administrative offences consequent on a crime PART III - REGULATION OF MARKETS AND CENTRAL DEPOSITORIES OF FINANCIAL INSTRUMENTS TITLE I - REGULATION OF MARKETS Chapter I - Regulated markets Article 60-ter Regulation principles Article 61 Regulated markets for financial instruments Article 62 Market rules Article 63 Authorisation of regulated markets Article 64 Organisation and operation of markets and stock exchange companies Article 65 Recording of transactions in financial instruments at the stock exchange company and obligations of communication of transactions in financial instruments concluded Article 66 Wholesale markets in government securities Article 66-bis Energy and gas derivatives markets Article 67 Recognition of markets Article 68 Contract guarantee systems page 4 legislative decree no.

10 58 of 24 February 1998 Article 69 Clearing and settlement of transactions involving financial instruments other than derivatives Article 70 Clearing and settlement of transactions involving financial derivatives Article 70-bis Access to guarantee, clearing and settlement systems for transactions on financial instruments Article 70-ter Agreements between guarantee, clearing and settlement systems for regulated markets Article 71 Finality of settlement of transactions involving financial instruments (repealed) Article 72 Regulation of market insolvencies Article 73 Supervision of stock exchange companies Article 74 Supervision of markets Article 75 Extraordinary measures to protect the market and stock exchange company crises Article 76 Supervision of wholesale markets in government securities Article 77 Supervision of clearing, settlement and guarantee systems Chapter II - Unregulated markets Article 77-bis Multilateral trading systems Article 78 Systematic internalisers Article 79 Multilateral systems for the exchange of money deposits in euro Chapter II-bis - Common provisions Article 79-bis Transparency requirements Article 79-ter Consolidation of information TITLE II CENTRAL DEPOSITORY SYSTEM FOR FINANCIAL INSTRUMENTS Article 79-quater Definitions Chapter I Regulations for central depositories Article 80 Central depository activities in relation to financial instruments Article 81 Enactment regulation and service regulations Article 81-bis Access to the central depository system Article 82 Supervision Article 83 Central depositories in crisis Chapter II Central depository system regulations Section I Central depository system for dematerialisation Article 83-bis Scope of application Article 83-ter The central depository system Article 83-quater