Article 2.1.2

1.    The financial instruments referred to in the preceding article may be admitted to listing by Borsa Italiana upon application by the issuer, provided all the conditions referred to in Titles 2.1, 2.2, 2.3 and 2.4 are satisfied.

2.    Borsa Italiana may reject an application for admission to listing in a reasoned decision promptly notified to the interested party:

a)      where the features of the financial instrument make it appear unlikely that a regular market will develop;

b)      where the issuer has other financial instruments already admitted to listing and fails to fulfil the obligations deriving from such listing;

c)      where, for a financial instrument already admitted to listing in another country, the issuer fails to fulfil the obligations deriving therefrom;

d)      where the situation of the issuer makes admission contrary to the interest of investors. To this end Borsa Italiana shall give consideration primarily to the following elements: the presence of serious disequilibria in the issuer’s financial structure, a critical competitive position in its main sectors of activity, evidence of serious incongruences in its business plan and the absence of elements substantiating the assumptions made therein.

3.    Borsa Italiana may reject an application for admission to trading of financial instruments referred to in Article 2.1.1, paragraph 1(d) or shares of Investment Companies and Real Estate Investment Companies in a reasoned decision promptly notified to the interested party, if the requirements referred to in paragraphs 2(a), 2(b) and 2(c) are not satisfied.

4.    In the case of admission to listing of shares referred to in Article 2.3.4, paragraph 9, in evaluating the elements referred to in paragraph 2(d) of this article, Borsa Italiana shall give consideration primarily to the presence of serious disequilibria in the issuer’s financial structure.

5.    In the case of admission to listing of shares referred to in Articles 2.3.4, paragraph 10, and 2.3.1, paragraph 3, Borsa Italiana may reject an application for admission to trading in a reasoned decision promptly notified to the interested party, if the conditions referred to in paragraphs 2(a), 2(b) and 2(c) are not satisfied.

6.    Borsa Italiana may, exclusively for the purpose of protecting investors, make admission to listing subject to any special condition that it deems appropriate and that is explicitly notified to the applicant.

7.      The following may be admitted to trading at the request of a market intermediary or at the initiative of Borsa Italiana:

a)      financial instruments referred to in Article 2.1.1, subparagraphs a), b), f), h) and i), already admitted to trading on another regulated market subject to satisfaction of the conditions referred to in Article 57, paragraph 1(h) of Consob Regulation 11971/1999;

b)      financial instruments issued or guaranteed by an EU member state or an international organisation of a public nature of which one or more EU member states are part.

In the case of financial instruments referred to in Article 2.1.1, subparagraphs b), f), h) and i), already admitted to trading on another regulated market, the application may also be submitted by the issuer subject to satisfaction of the conditions referred to in Article 57, paragraph 1(h) of Consob Regulation 11971/1999.

8.        For financial instruments issued by Borsa Italiana, the functions referred to in this article shall be performed by Consob, insofar as applicable.