Article 2.3.1

1.    Issuers must appoint a sponsor in the following cases:

a)      where they intend to apply to Borsa Italiana pursuant to Article 2.1.2, paragraph 1, for the admission of financial instruments referred to in Article 2.1.1, paragraphs 1(a) and 1(d), included shares of investment companies, Real Estate Investment Companies and SIVs without having other instruments already admitted to listing by Borsa Italiana;

b)      where, as a result of serious violations of these Rules or other applicable regulations or provisions, Borsa Italiana shall require the appointment of a sponsor to assist the issuer in the measures to be adopted.

2.    In the event of a reverse merger or an increase in capital by means of a contribution in kind of assets whose value is significantly greater than the balance sheet assets of the issuer calculated according to Article 117-bis of the Consolidated Law on Finance and the Consob regulation referred to in paragraph 2 of that article, the latter shall appoint just one sponsor exclusively for the purpose of obtaining the declarations referred to in Article 2.3.4, paragraphs 2(c) and 2(d). The sponsor may not be appointed if it is in the conditions referred to in Article 2.3.3 of the Rules and specified in the Instructions. Accordingly, the sponsor must issue the declaration referred to in Article 2.3.3, paragraph 2, not later than the date of the appointment and at least 10 trading days before the date of issue of the declarations referred to above. These provisions shall not apply to companies listed in the Professional Segment of the MIV market.

3.    It is not necessary to appoint a sponsor in the case of an application for admission to listing of shares deriving from the merger of a listed company.

4.    The sponsor must be appointed not later than the time at which the application for the admission of the financial instruments is submitted to Borsa Italiana and last for at least:

a)      one year from the date of the start of trading where the appointment is made in connection with the admission of financial instruments referred to in Article 2.1.1, paragraph 1(a) included shares of investment companies, Real Estate Investment Companies and SIVs;

b)      the period until the date of listing in the case of the admission of financial instruments referred to in Article 2.1.1, paragraph 1(d).

5.    In the cases referred to in paragraph 1(b) the appointment must last for at least one year.

6.    The appointment of a sponsor is obligatory in the case of the first admission of financial instruments referred to in Article 2.1.1, paragraph 1(a) included shares of investment companies, Real Estate Investment Companies and SIVs.

7.    Borsa Italiana may exempt issuers from the obligation referred to in paragraph 1 when the shares to be admitted are already listed on another EU or non-EU regulated market.

8.       For financial instruments issued by Borsa Italiana, for the purposes of this article, references to Borsa Italiana shall be understood as referring to Consob and references to the issuer as referring to Borsa Italiana, insofar as applicable.