Section I  -  Article 2.2.5

1.    Bonds issued by companies or entities who have published and filed, in compliance with national law, the solo or consolidated annual accounts for the last two financial years that satisfy the requirements of Article 2.2.1, paragraphs 2, 3, 4 and 5, may be admitted to listing, without prejudice to the provisions of Article 2.2.6. In the case of bonds convertible into shares, the latter must be traded on a regulated market or be the subject of a simultaneous admission decision.

2.        In exceptional circumstances Borsa Italiana may admit bonds issued by an issuer complying with the requirements of  paragraph 1 convertible into shares issued by a third party and traded on a regulated market or subject to a simultaneous admission decision

3.         In the case of admission to listing of bonds convertible into shares traded on a regulated market other than the markets organised and managed by Borsa Italiana, the issuer of the convertible bonds must:

-          demonstrate the availability in Italy of information on the prices recorded by the shares deriving from the conversion in the principal market in which they are listed;

-          demonstrate, where the shares deriving from the conversion are issued by a third party, that the latter is subject to rules concerning the information to be made available to the public and the supervisory authorities substantially equivalent to those in force in Italy.

-          demonstrate, where the shares deriving from the conversion are issued by a third party, that all the relevant information made public by such issuer in the principal market in which its shares are listed is available in Italy.

4.        The solo and, where applicable, consolidated annual accounts of the issuers of listed bonds must have been audited in accordance with Article 156 of the Consolidated Law on Finance or the corresponding applicable provisions of foreign law. The issuer must have appointed a firm to audit the solo and, where applicable, consolidated annual accounts for the current year at the date the application for admission to listing is submitted.

5.         Where the creditworthiness of issuers of bonds has been rated by a local or international credit rating agency in the twelve months preceding the submittal of the application, the rating or its update must be notified to Borsa Italiana if public, with an indication of the rating, if any, of the individual issue. This information will be disclosed to the market in the Notice establishing the date of the start of trading.

6.         Where bonds are unconditionally and irrevocably guaranteed by a third party (guarantor), the requirements and formalities referred to in this Part for issuers of bonds shall be understood to apply to the guarantor of the issue.

7.    For financial instruments issued by Borsa Italiana, satisfaction of the requirements referred to in this article shall be verified by Consob.