Article 1.3

“Admission to listing”

means admission to official listing and admission to trading on a regulated market”

“Admission to official listing”

means admission to official stock exchange listing;

“Admission to trading on a regulated market”

means admission to trading on a regulated market in accordance with Directive 2004/39/EC (MiFID) at the request of the issuer;

“After-Hours Market” (TAH)

means the market for the trading of listed shares that satisfy the liquidity requirements established by Borsa Italiana, securitised derivative financial instruments traded on the SeDeX market at the request of the issuer at different times from those established for the MTA and SeDeX markets;

"AIM Italia"

means the MTF (multilateral trading facility) organised and managed by Borsa Italiana;

“AIM Italia Company”

means the company admitted to trading on AIM Italia market at least for 18 months;

“Approved intermediaries” or “market intermediaries” or “Intermediaries”

means the an intermediaries referred to in Article 3.1.1 admitted by Borsa Italiana, pursuant to Article 64 of the Consolidated Law on Finance to trading in the markets it organises and manages;

“Auditing firm”

means an auditing firm entered in the special register referred to in Article 161 of the Consolidated Law on Finance, or under the corresponding rules of applicable foreign law;

“Better prices” (orders at)

means, with reference to the price of a given order:

a)       any higher price if the order is an order to buy;

b)       any lower price if the order is an order to sell;

Analogously, worse prices are lower prices if the order is an order to buy and higher prices if it is an order to sell.

In the case of financial instruments whose prices refer to interest rates, the meanings of better and worse prices are the opposite of those just defined;

“Black and Scholes pricing model”

means the model with which the trading system determines the price of a call or put option, on the basis of the value of the implied volatility attributed by market makers;

“Borsa Italiana”

means the market management company “Borsa Italiana S.p.A.”;

“Clearing and guarantee system”

means the systems specified in Article 70 of the Consolidated Law on Finance and the foreign clearing and guarantee systems with which they are linked;

“Closed-end funds”

means securities or real-estate investment funds of the closed-end type whose distribution in Italy has been authorised;

means, on the electronic share market (MTA), Electronic investment vehicles market (MIV), the Electronic open-end funds and securitised derivative financial instruments market (ETFplus), the electronic securitised derivatives market (SeDeX) and the electronic bond market (MOT), the method of trading that provides for the entry, modification and deletion of orders in a given interval (pre-auction) for the purpose of concluding contracts at a single given future moment (the closing) and at a single price (the closing-auction price or closing price);

“Closing-auction price”

means, on the electronic share market (MTA), investment vehicles market (MIV), the Electronic open-end funds and securitised derivative financial instruments market (ETFplus), the electronic securitised derivatives market (SeDeX) and the electronic bond market (MOT), the price at which contracts are concluded in the closing auction;

“Code of Corporate Governance”

means the Code of Conduct of Italian listed companies promoted by Borsa Italiana and published in March 2006

“Collective investment undertakings” or “CIUs”

means closed-end funds and open-end collective investment undertakings;

“Consob Regulation 16191” or “Consob Regulation on Markets”

means the “Regulation implementing the provisions on markets of Legislative Decree 58/1998” approved by Consob resolution 16191/2007 of 29 October 2007;

“Consob Regulation 11971/1999”

means the “Regulation implementing the provisions on issuers of Legislative Decree 58 of 24 February 1998” approved by Consob resolution no. 11971 of 14 May 1999;

“Consob”

means the Commissione Nazionale per le Società e la Borsa;

“Consolidated Law on Finance”

means Legislative Decree 58 of 24 February 1998 “Consolidated Law on Finance pursuant to Articles 8 and 21 of Law 52 of 6 February 1996”;

“Consolidated Law on Banking”

means Legislative Decree 385 of 1 September 1993 “Consolidated Law on Banking and Credit”;

“Continuous trading”

means, with reference to the electronic share market (MTA), investment vehicles market (MIV),  (if envisaged), the electronic securitised derivatives market (SeDeX), the after-hours market (TAH), the electronic bond market (MOT) the Electronic open-end funds and securitised derivative financial instruments market (ETFplus) and the derivatives market (IDEM), the method of trading that provides for the entry, modification and deletion of orders for the purpose of concluding contracts, immediately or in the future;

“Delta”

means the ratio, calculated using the Black & Scholes valuation model, between the change in the price of an option corresponding to a change in the value of the underlying index or financial instrument;

“Derivatives market” or “IDEM”

means the stock exchange market for the trading of futures and options contracts whose underlying assets are financial instruments, interest rates, foreign currencies, goods or related indexes;

“Electronic bond market” (MOT)

means the market for the trading of bonds other than convertible bonds,  government securities, Eurobonds, foreign bonds, asset-backed securities (ABS) and other debt securities;

"Electronic investment vehicles market (MIV)"

“Electronic open-end funds and securitised derivative financial instruments market (ETFplus)”

means the market for trading financial instruments referred to in Article 4.5.1 (e.g. ETFs, exchange traded commodities and exchange traded notes, etc.);

“ Electronic securitised derivatives market ” (SeDeX)

means the market for the trading financial instruments referred to in Article 4.2.1 (e.g. covered warrants and certificates);

“Electronic share market” (MTA)

means the market for the trading of shares, convertible bonds, warrants, pre-emptive rights;

“EMS” (Exchange Market Size)

Means the quantity, defined as number of financial instruments, with reference to each traded instrument, calculated and published by Borsa Italiana;

“Executable quote”

means the type of order that must be used by specialists on the MTA, MIV, MOT, SeDeX and ETFplus markets to perform the obligations established in the Rules. This type of order allows such specialists to update their bid and offer quotations with a single operation;

“Financial instruments issued under a programme”

means bonds and securitised derivative financial instruments that can be issued under an issue programme using the admission procedure provided for in Article 2.4.6 of the Rules;

“Guide to the Parameters”

means the technical and operational document accompanying the Market Rules and the Instructions containing the rules regarding the trading control parameters and the quantity parameters for orders; the Guide to the Parameters is notified in a Notice and is available on Borsa Italiana website;

“Group”

means, according to the circumstances:

-        the companies included in the consolidated annual accounts of a parent undertaking in conformity with Article 25 of Legislative Decree 127 of 9 April 1991;

-        the Italian and foreign persons belonging to an investment services group as defined in Article 11 of the Consolidated Law on Finance;

-        the Italian and foreign persons belonging to a banking group as defined in Article 60 of the Consolidated Law on Banking”;

“Insider trading”

means the unauthorised use of inside information referred to in Article 180 of the Consolidated Law on Finance;

“Instructions”

means the provisions implementing these Rules pursuant to Article 1.1, paragraph 4;

“Interconnection”

means the linking to markets, via market intermediaries, of customers of market intermediaries or organisational units of market intermediaries other than units assigned to the activities of trading in the markets and settlement and the control thereof and computer-based systems for the automatic generation of orders even if they are installed in an organisational unit of a market intermediary;

“Investment Companies”

means companies whose investment policy provides for a sufficient degree of diversification and whose exclusive corporate purpose is to invest, in accordance with their investment policy, in majority and minority holdings in listed and unlisted companies or in financial instruments, branches or corporate units and to perform the related instrumental activities;

“Local authorities”

means the regions, provinces, municipalities, unions of municipalities, metropolitan cities, mountain communities, islands communities and consortia of local authorities referred to in Article 2, D.Lgs, 267/2000, Unified law of local authorities;

“Management company”

means the management company of an open- or closed-end CIU;

“Market makers”

means the authorised intermediaries entered in the register referred to in Article 4.7.13;

“Markets”

means the regulated markets organised and managed by Borsa Italiana S.p.A.;

“Market segment”

means the division of the financial instruments traded in the electronic share market (MTA), Electronic investment vehicles market (MIV), Electronic open-end funds and securitised derivative financial instruments market (ETFplus), the electronic securitised derivatives market (SeDeX), the electronic bond market (MOT)  and the derivatives market (IDEM) into homogeneous groups in terms of trading methods and hours;

“Minimum trading lot” or “minimum lot”

means:

• the minimum face value that may be traded on bonds, convertible bonds, government securities, Eurobonds, covered bonds and ABSs;
• the minimum number of other financial instruments that may be traded.

If a minimum lot is specified, only multiples thereof may be traded in the respective markets;

“Monte Titoli S.p.A.”

means the central securities depository referred to in Article 80 of the Consolidated Law on Finance and the company authorised to operate the settlement services referred to in Article 69 of the Consolidated Law on Finance;

“Notice”

means the publication prepared and distributed daily by Borsa Italiana S.p.A. containing information relevant to the operation of the market;

“Open-end collective investment undertakings” or “open-end CIUs”

means investment funds of the open-end type and SICAVs established under Italian or foreign law whose distribution in Italy has been authorised;

“Opening auction”

means, in the electronic share market (MTA), Electronic investment vehicles market (MIV), the Electronic open-end funds and securitised derivative financial instruments market (ETFplus) the electronic securitised derivatives market (SeDeX), the electronic bond market (MOT) and the derivatives market (IDEM), the method of trading that provides for the entry, modification and deletion of orders in a given interval (pre-auction) for the purpose of concluding contracts at a single given future moment (the opening) and at a single price (the opening-auction price or opening price);

“Opening-auction price” or “opening price”

means, on the electronic share market (MTA), Electronic investment vehicles market (MIV), the Electronic open-end funds and securitised derivative financial instruments market (ETFplus), the electronic securitised derivatives market (SeDeX) and the electronic bond market (MOT), the price at which contracts are concluded in the opening phase; where more than one auction is held for a financial instrument during a stock exchange session, the opening-auction price shall be the price determined at the end of the first auction phase;

“Order”

means an order to buy or sell, for own or customer account, entered by approved intermediaries in the electronic share market (MTA), Electronic investment vehicles market (MIV), the Electronic open-end funds and securitised derivative financial instruments market (ETFplus), the electronic securitised derivatives market (SeDeX), the after-hours market (TAH); the Electronic bond market (MOT), or the derivatives market (IDEM), containing the data and information necessary for its display and execution;

“Parameters”

means, for the purpose of the market surveillance referred to in Title 4.9:

a)      special conditions for the entry and execution of orders in terms of their price, timing and quantity characteristics;

b)      limits to the maximum changes in the prices of contracts that can be concluded, calculated with reference to other contracts or orders present on the book;

c)      start, end and duration of trading and the suspension thereof in the different phases;

“Parity/multiple”

the number of underlying assets for each securitised derivative financial instruments traded on the SeDeX market;

“Private Equity backed (PEb)”

means companies whose shareholders have included - for at least 2 years - one or more venture capital institutional investors with a holding of at least 30%, including in jointly-held form.

“Professional investors”

means the persons referred to in Annex II, parts 1 and 2 of Directive 2004/39/EC (MiFID);

“Professional segment of the MIV market” or “Professional segment”

means the segment of the MIV market for the trading of SIVs, companies deriving from purchases made by SIVs and investment companies and real estate investment companies transferred pursuant to the Article 4.6.2 of the Rules. This segment is accessible only to professional investors;

“Prudential supervision”

means supervision by a public or private body of compliance with rules, issued by the same body or however established, concerning capital adequacy, the limitation of risk in its various forms, permissible holdings, administrative and accounting procedures, and mechanisms of internal control and verification of compliance with such rules;

“Real-Estate Investment Companies”

means limited liability companies whose investment policy provides for a sufficient degree of diversification and that engage primarily in real estate investments and/or leasing and meet the requirements established in the Rules;

“Reference European regulated market”

means the market, as defined in Article 2(1)(j)) of Directive 2003/71/EC, on which the financial instruments were first listed or, if they were listed contemporaneously on more than one market, the most liquid of those markets;

“Regulated market”

means the markets entered in the register referred to in Article 63.2 of the Consolidated Law on Finance and the markets entered in the special section of such register referred to in Article 67.1 of the Consolidated Law on Finance;

“Reverse mergers”

means mergers referred to in Article 117-bis of the Consolidated Law on Finance;

“Series”

means, with reference to the derivatives market (IDEM) , the financial instruments based on the same asset (instrument) which have the same maturity and, in the case of options, confer the same right and have the same exercise price;

means the clearing and settlement service on multilateral bases and the gross settlement service referred to in Article 69.1 of the Consolidated Law on Finance;

“SIIQ”

means companies that have exercised the option referred to in Article 1(120) of Law 296/2006 and adopted the corresponding qualification;

“SIVs” or “Special investment vehicles”

means companies whose investment policy does not provide for an adequate degree of diversification and whose exclusive corporate purpose is to invest prevalently in a company or assets to perform the related instrumental activities. It also means companies whose investment policy is particularly complex;

“Specialist in the ETFplus market”

means an approved intermediary that undertakes to support the liquidity of financial instruments traded on the ETFplus market  and performs the functions referred to in Article 4.5.10;

“Specialist in the MIV market" or "MIV specialists"

means an approved intermediary that undertakes to support the liquidity of units/shares of closed-end funds or shares of Investment Companies and Real Estate Investment Companies and financial instruments of SIVs referred to in Articles 2.3.17 e 4.6.5 ;

“Specialist in the after-hours market” or “TAH specialist”

means an approved intermediary that undertakes to support the liquidity of financial instruments traded in the after-hours market for which it has signed up whose liquidity is less than that established by Borsa Italiana;

“Specialist in the bond market (MOT)” or “MOT specialist”

means an approved intermediary that undertakes to support the liquidity of the financial instruments traded in the MOT market;

“Specialist in the electronic securitised derivatives market (SeDeX)” or “SeDeX specialist”

means an issuer that undertakes to support the liquidity of the financial instruments traded in the SeDeX market or a third party specifically appointed to perform that function;

“Specialist in the IDEM market” or “IDEM specialist”

means an approved intermediary, other than the market maker, referred to in Article 4.7.14 that undertakes to support the liquidity of financial instruments traded in the IDEM market;

“Specialist in the MTA market” or “MTA specialist”

means an approved intermediary referred to in Article 4.1.12 that, appointed by the issuer, undertakes to support the liquidity of financial instruments traded on the MTA market  excluding the Star segment and an approved intermediary that, even without being appointed by the issuer, undertakes to support the liquidity of shares of issuers established under foreign law admitted pursuant to Article 2.1.2, paragraph 7(a), and traded in a specific segment;

“Specialist in the Star segment” or “Star specialist” or “specialist”

means for the MTA e MTAX markets, an approved intermediary that performs the functions referred to in articles 2.3.5 and 4.1.11.

“stock Exchange”

means a stock exchange on which financial instruments are officially listed pursuant to Directive 2001/34/EC or, in the case of non-EU countries, a regularly operating regulated market overseen by bodies recognised by the authorities that is directly or indirectly accessible by the public and defined by the local legislation with a term equivalent to “stock exchange”;

“Tick”

means the minimum difference between the prices of orders, established in the Instructions, for each financial instrument traded in the markets;

“Trader”

means, depending on the circumstances, either:

a)       a person appointed to trade directly in the market; or

b)       a person appointed to control orders sent by customers via interconnection systems;

“Trading book” or “book”

means the video display showing, in the various market phases, orders and their characteristics;

means persons who engage on a stable and professional basis in the activity of investing in equity capital by acquiring, managing and disposing of participating interests in unlisted companies;

means persons who engage on a stable and professional basis in the activity of investing in equity capital by acquiring, managing and disposing of participating interests in unlisted companies;

“X-TRM”

means the daily trade-checking service by means of which transactions having financial instruments as their subject are sent to the settlement service operated by Monte Titoli S.p.A. or foreign settlement services.